AGREEMENT BETWEEN THE CITY OF BOSTON AND WALL USA, INC.

FOR THE IMPLEMENTATION OF A COORDINATED STREET FURNITURE PROGRAM This Agreement for the Implementation of a Coordinated Street Furniture Program (this Agreement) is dated as of ______________, 2001, by and between the City of Boston, a municipal corporation of the Commonwealth of Massachusetts, having an office at City Hall, One City Hall Square, Boston, Massachusetts 02201 (the City), and Wall USA, Inc., a corporation organized under the laws of Delaware, with a principal place of business at 6 Beacon Street, Suite 415, Boston, MA 02108 (Wall). The City and Wall are sometimes referred to herein collectively as the Parties and individually as a Party. WHEREAS, the City supports a policy of public accommodations which addresses basic health, sanitary, public safety, education, information, and hospitality needs of those who live in and visit Boston; WHEREAS, consistent with such policies, and with the further objective of advancing Bostons reputation as a world class and pedestrian friendly city, the City desires to enhance the quality and availability of public street amenities and to improve the appearance and aesthetic quality of its city streetscapes; WHEREAS, on November 6, 1998, with authorization from the City (acting through its Public Improvement Commission and Parks and Recreation Commissions), the Boston Redevelopment Authority (the BRA, which serves as the planning agency for the City pursuant to St. 1960, c.652, 12), issued a Request for Proposals (together with subsequent clarifications, amendments and addenda thereto, hereinafter referred to collectively as the RFP), for a coordinated street furniture program which contemplated the design, construction, installation and maintenance of such public street facilities as automatic, self-cleaning toilets, bus shelters, public information kiosks, newsstands, and news condos (hereinafter referred to as the Coordinated Street Furniture Program or the Program); WHEREAS, the RFP provided inter alia that the Coordinated Street Furniture Program would be carried out under a 20-year agreement, pursuant to which the successful applicant would design, construct, install and maintain the various facilities at the applicants own expense during the term, in exchange for the exclusive right (the details of which are set forth in this Agreement) to place advertisements on some of the structures installed as part of the Program, the right to generate advertising revenues thereby, and subject to an obligation to pay the City an annual fixed payment and a percentage of the gross advertising revenues generated;

WHEREAS, in response to the RFP, the BRA received and evaluated several proposals from qualified prospective licensees, including a proposal from Wall dated February 26, 1999 and an associated Compensation Proposal from Wall of the same date (hereinafter referred to collectively, together with subsequent clarifications and amendments to both documents, as Walls Proposal); WHEREAS, on September 21, 1999, on the basis of Walls Proposal, and after reviewing and evaluating all proposals submitted in response to the RFP, the BRA recommended that Wall be granted the license to implement the Coordinated Street Furniture Program, and provided a Notice of Recommendation to Wall dated January 11, 2000; and WHEREAS, Wall acknowledged and accepted the BRAs Notice of Recommendation by letter dated February 28, 2000. NOW, THEREFORE, in consideration of the mutual covenants, agreements and promises contained herein, the Parties hereby agree as follows. I. PROGRAM SCOPE AND IMPLEMENTATION 1.1 Licensed Structures.

A. Phase 1A. Pursuant to the Phase 1A Buildout Schedule (described below) Wall shall design, construct, install, operate and maintain eight (8) Automatic Public Toilets (APTs), two hundred and fifty (250) bus shelters, nine (9) information kiosks, and four (4) newsstands (hereinafter referred to as the Phase 1A Structures). In connection with Phase 1A, Wall may install a limited number of Ad Panels and Ad Pillars (described below) which would produce, in the aggregate, up to two hundred (200) advertising faces (25% of which shall be reserved for Public Service Advertising, as set forth in 2.2), subject to a maximum of four thousand six hundred square feet (4,600 sq. ft.) of advertising space. The Phase 1A Structures and the Phase 1B Structures (described below) contemplated in this 1.1., together with all Ad Panels and Ad Pillars, shall hereinafter be referred to collectively as the Licensed Structures subject to this Agreement, and all such Licensed Structures shall be constructed, installed, operated and maintained in accordance with the specifications, terms, and conditions hereinafter provided with respect to each type of structure. B. Phase1B. Commencing no earlier than April 1, 2003 (Phase 1B Commencement), and at such times as the City, in its sole discretion, determines during the five-year period thereafter, Wall shall design, construct, install, operate and maintain, in addition to the Phase 1A Structures, up to eight (8) additional APTs, up to two hundred and fifty (250) additional bus shelters, up to thirteen (13) additional information kiosks, up to four (4) additional newsstands, and up to fifty (50) news condos (hereinafter referred to as the Phase 1B Structures), all in accordance with the specifications, terms, and conditions hereinafter provided with respect to each type of structure. In connection with Phase 1B, Wall may install a limited number of additional Ad Panels and Ad Pillars

which would produce, in the aggregate, up to twenty-five (25) advertising faces (five [5] of which shall be reserved for Public Service Advertising in accordance with 2.2), and subject to a maximum of 575 sq. ft. of advertising space for each Phase 1B APT installed. The Buildout Schedule for Phase 1B is set forth in 1.2 below. C. Advertising Pillars and Panels. Wall is permitted to install a limited number of stand-alone advertising panels, each containing up to two (2) advertising faces (Ad Panels) and subject to a maximum of forty-six square feet (46 sq. ft.) of advertising space, and stand-alone advertising pillars, each containing up to five (5) advertising faces (Ad Pillars) and subject to a maximum of one hundred and fifteen square feet (115 sq. ft.) of advertising space. In addition to other requirements set forth on this Agreement, one (1) side of each Ad Pillar shall be reserved for a public amenity (e.g. a telephone), to be determined by the City. Walls installation of Ad Panels and Ad Pillars shall be subject to the restrictions and limitations set forth in 1.2(A) and (B) and subject to all other specifications, terms, conditions and restrictions applicable to advertising as provided in this Agreement. D. Wall shall have no right or license, implicitly or explicitly, to construct or install any structure or structures other than those specifically provided for in this Agreement and pursuant to the rights granted under this Agreement. 1.2 Buildout Schedules.

A. Phase 1A Buildout Schedule. Within ninety (90) days of the execution of this Agreement, Wall shall submit to the City an implementation plan and schedule for the installation of the Phase 1A Structures (hereinafter referred to as the Phase 1A Buildout Schedule). It is the Parties expectation and goal that Wall will accomplish the final installation and operation of: (i) at least four (4) APTs and one hundred and seventy-five (175) bus shelters by November 30, 2001; and (ii) all remaining Phase 1A Structures by November 30, 2002; however, the Parties recognize that the accomplishment of these goals is subject to the issuance of necessary approvals and permits, and Wall shall not be deemed in breach of this Agreement if, despite Walls diligent and good faith efforts, delays in obtaining such approvals and permits prevent Wall from meeting these goals. Wall shall not be deemed to have exercised diligent and good faith efforts in this regard unless it submits complete applications for all necessary permits and approvals required for the Phase 1A Structures within thirty (30) days of the Citys approval of the Phase 1A Buildout Schedule, and this shall be an affirmative obligation of Wall under this Agreement. In the event permits and approvals cannot be obtained for any sites set forth in the approved Phase 1A Buildout Schedule, the Parties will work together in good faith to select mutually agreed upon alternative sites, and Wall shall promptly submit complete applications for all necessary permits and approvals required for such alternative sites. Subject to the foregoing, the Phase 1A Buildout Schedule shall provide, at a minimum, for the final installation and operation of:

(i) at least two (2) APTs and at least one hundred (100) bus shelters within ninety (90) days of the issuance of the permits required for such structures; concomitantly with its installation of the these structures, Wall may install Ad Panels and Ad Pillars producing an aggregate of up to fifty (50) advertising faces (subject to a maximum of 1,150 sq. ft., and including twelve [12] Public Service Advertising faces in accordance with 2.2); (ii) at least three (3) additional APTs and at least one hundred (100) additional bus shelters within twelve (12) months of the issuance of the permits required for such structures; concomitantly with its installation of these structures, Wall may install additional Ad Panels and Ad Pillars producing an aggregate of up to seventy-five (75) advertising faces (subject to a maximum of 1,725 sq. ft., and including seventeen [17] Public Service Advertising faces in accordance with 2.2); and (iii) all other Phase 1A Structures within eighteen (18) months of the issuance of the permits required for all such other structures; concomitantly with its installation these structures, Wall may install Ad Panels and Ad Pillars producing an aggregate of up to twenty-five (25) advertising faces (subject to a maximum of 575 sq. ft., and including seven [7] Public Service Advertising faces in accordance with 2.2) per each additional APT installed. In its sole discretion, the City may allow Wall to vary the timing of the installation of any or all of the Phase 1A Ad Panels and Ad Pillars from the milestones set forth above in subparagraphs (i), (ii) and (iii); it shall be within the sole discretion of the City, however, to determine the alternative times, circumstances, and number of Ad Panels and Ad Pillars that may be subject to variation from the above milestones. B. Phase 1B Buildout Schedule. The identification and implementation of the Phase 1B Structures is expected to take place incrementally over the five (5) year period following the Phase 1B Commencement. At such times as the City, in its sole discretion, determines to proceed with the implementation of some or all of the various Phase 1B Structures, the City shall provide Wall with written notices of its direction with respect to each incremental implementation (the Notice of Direction). The Notice of Direction shall identify the precise number and type of Phase 1B Structures to be implemented, and will further identify the appropriate areas of the City within which such Structures may be sited. Within ninety (90) days of each Notice of Direction, Wall shall submit to the City an implementation plan and schedule for the installation of the Phase 1B Structures identified in such Notice of Direction, which shall include the specific sites at which Wall proposes to install such structures, and the schedule for installation of such structures (all such plans and schedules are hereinafter referred to collectively as the Phase 1B Buildout Schedule). In the event the City desires any structures identified in the Notice of Direction to be located in specific sites not otherwise included in Walls implementation plan, the Parties shall engage in reasonable and good faith discussions regarding the re-siting of such structures; however, if, despite their reasonable and good faith negotiations, the Parties cannot reach a mutual agreement on the sites for any or all such structures, Wall agrees to site twenty-five percent (25%) of the disputed bus shelters

in accordance with instructions given by the City, which shall not include any site having physical obstructions to the advertising panels placed on such bus shelters . The Phase 1B Buildout Schedule shall provide for the timely installation and operation of the Phase 1B Structures, and shall substantially adhere to the installation time allotted for each type of equivalent structures under the Phase 1A Buildout Schedule, subject to the issuance of all necessary approvals and permits for such structures. D. City Approval/Boston Production. The Phase 1A Buildout Schedule (including the installation of Ad Panels and Ad Pillars) and Phase 1B Buildout Schedule are subject to the approval of the City, which shall work in good faith with Wall to reach a mutually agreeable plan and schedule and to facilitate the implementation of the Program. In connection with (and not in limitation of) Walls timely fulfillment of the Phase 1A and Phase 1B Buildout Schedules, specific reference is made to Walls obligations as set forth in 8.3 of this Agreement regarding the production of the Licensed Structures in Boston. 1.3 Siting and Design. The siting and design of the Licensed Structures, including without limitation the Ad Panels and Ad Pillars, shall be subject to the review and approval of the City. The City may reject proposed locations of Ad Panels and/or Ad Pillars in any instance and for any reason. The City shall coordinate with the BRA with respect to design approval of the Licensed Structures, and shall work in good faith with Wall to reach mutually agreeable siting and design plans. The Citys approval in this regard shall be separate from, and not in substitution of, the requirement of any additional permits, approvals, or other governmental authorization applicable to the siting and/or design of the Licensed Structures under federal, state or local law. Unless the City requires otherwise, siting of all Licensed Structures shall conform substantially to the geographic parameters set forth in the RFP. 1.4 Permits, Approvals and Compliance with Applicable Laws. No Licensed Structures, including without limitation Ad Panels and Ad Pillars, may be installed, and no advertising may be placed on any Licensed Structures, without Wall first obtaining all necessary and required permits, approvals and authorizations from all applicable federal, state, and/or local governmental agencies and bodies, including without limitation all appropriate City Commissions and Departments. Such agencies are expected to include, where applicable and without limitation, the Boston Public Improvements Commission, the Boston Inspectional Services Department, the Boston Parks Commission, the Boston Traffic and Parking Department, the Boston Public Works Department, the Boston Civic Design Commission, the Boston Redevelopment Authority, the Boston Water and Sewer Commission, all appropriate Historic and Landmarks Commissions, the Massachusetts Architectural Access Board, and the Massachusetts Bureau of Outdoor Advertising. In addition, all Licensed Structures must be designed to, and must, as installed and in operation, comply in every respect with all applicable local, state and federal laws (as they may be in effect over the Term of this Agreement), including without limitation, the Americans with Disabilities Act and other accessibility and disability laws and standards, as well as all applicable building, sanitary, electrical and plumbing laws and codes. Without in any way limiting the foregoing, the design of the Licensed Structures shall be

subject to the review and approval of the BRA, and the siting of all Licensed Structures shall be subject to the approval of the Citys Public Improvements Commission. 1.5 Ownership of Licensed Structures. Wall shall retain ownership of all Licensed Structures during the Term of this Agreement. Upon the expiration of this Agreement, or in the event this Agreement is terminated by either Party prior to the end of the Term (except in the event of a valid termination under 12.2[B]), ownership of the Licensed Structures shall, at the Citys option upon notice given to Wall of such election, vest in the City as of the date of notice, without any compensation of any type or description paid to Wall; alternatively, the City may decline the assumption of ownership of any or all of the Licensed Structures and instruct Wall, at Walls own expense, to promptly dismantle and remove all such Licensed Structures the City declines, and to restore their sites to their pre-installation condition. 1.6 Costs and Expenses of Program. All costs, expenses, fees or other expenditures made or incurred in the design, construction, manufacture, installation, maintenance and operation of all Licensed Structures (including without limitation ground preparation, restoration and utility connections) shall be borne solely by Wall, and shall include, without limitation, expenses for maintaining all utilities required by and used in connection with the Licensed Structures. In this regard, the Parties expressly acknowledge that the City shall neither assume nor be responsible for any expenses, fees, costs or other expenditures in connection with the design, construction, installation and maintenance of the Licensed Structures or the implementation of the Program, except as otherwise specifically provided in 1.7 of this Agreement. 1.7 Relocation of Licensed Structures. Upon written request of the City at any time during the Term of this Agreement (Relocation Request), Wall shall promptly remove any Licensed Structure identified by such request, and either dispose of it on its own or relocate same to a location specified by the City. The costs of such removal and/or relocation shall be borne by the Parties as follows: A. Construction Activity. In the event relocation is requested as a consequence of third party construction activity at the existing location of the Licensed Structure, or in the vicinity of the existing location which potentially may impact public utilization of the facility at that location, the City shall provide or arrange for the reimbursement by said third parties of Wall for its costs and expenses of removing and/or relocating the Licensed Structure. Notwithstanding the foregoing, in the event Wall has elected in its Phase 1A or Phase 1B Buildout Schedules to locate the Licensed Structure(s) at issue in the vicinity of an existing or contemplated construction zone, Wall shall bear the costs and expenses of relocation if same is a consequence of such future construction activity at such existing location(s). B. Reconstruction/Relocation of Streets and Sidewalks. In the event temporary relocation of any Licensed Structures is requested as part of the reconstruction, improvement or other temporary dismantlement of any streets and/or sidewalks, Wall agrees to temporarily remove, store, and reinstall into the same or substantially the same

location at its own cost and expense. For purposes of this 1.7(B), temporary relocation shall mean any relocation which is requested to be restored within forty-five (45) days following removal. The City shall bear the costs of any such relocations which it does not request Wall to restore within said forty-five (45) day period. C. Other Requests For Relocation of Bus Shelters, Ad Panels, Ad Pillars and Information Kiosks. With respect to Relocation Requests for bus shelters, Ad Panels ,Ad Pillars, and information kiosks not otherwise covered by 1.7(A) and 1.7(B), Wall shall promptly fulfill such request at its own cost and expense with respect to up to five (5) such requests made by the City in any given year; of such five (5) annual requests allotted under this 1.7 (C), however, no more than one per annum may involve the relocation of an Ad Panel or Ad Pillar, and no more than one per annum may involve the relocation of an information kiosk. The Parties shall work together to reach mutually agreeable alternative sites for such relocated structures. D. APTs and Newsstands. Except where a Relocation Request is premised on actions by Wall, the City shall reimburse Wall for its costs and expenses of relocating APTs and Newsstands. Upon relocation of an APT or Newsstand as a result of a Relocation Request, and without regard to which Party bears the cost of relocation, Wall shall resume its responsibility for all costs and expenses relating to the operation, cleaning, repair and maintenance of the APT or Newsstand at the new location, including without limitation all costs of restoring and maintaining all necessary utilities. E. Non-Compliance with Removal Request. In the event Wall fails to promptly remove and relocate a Licensed Structure(s) in accordance with a Relocation Request, and in any event within sixty (60) days of such Relocation Request, the City may remove and relocate, or hire third parties to remove and relocate such Licensed Structure(s) and charge all costs relating to same to Wall; such costs shall be reimbursed by Wall within thirty (30) days of receipt by Wall of an invoice for such costs, or, alternatively, the City may draw upon the Security Deposit set forth in 10.1 of this Agreement. II. ADVERTISING 2.1 Exclusive Advertising on Licensed Structures. In consideration for its obligations under this Agreement, and subject to the specifications, terms, reservations and restrictions applicable thereto as provided in this Agreement, the City grants Wall an exclusive right to market and display advertising on the exterior faces of the Licensed Structures during the Term of this Agreement, and shall, subject to the payment of the License Fee as set forth below, be entitled to the revenues generated by such advertising. The Parties acknowledge that the City retains the right to grant advertising rights to third parties with respect to the screen of the computer monitor of the computerized informational terminals installed in the information kiosks, and such rights are explicitly excluded from this section 2.1. In addition, for a period of seven (7) years following the Commencement of this Agreement, the City shall not enter into any contracts with third parties for the installation on City property of any Ad Pillars or Ad Panels, or other APTs,

bus shelters, information kiosks, newsstands, or news condos (Additional Licensed Structures) which will contain advertising on the exterior faces of such structures. After the conclusion of such seven (7) year exclusivity period, and for the remainder of the Term, the City shall (subject to then-applicable public bidding laws) negotiate only with Wall for any Additional Licensed Structures it desires to implement (the Phase II Structures), in accordance with the following procedures: (i) In each instance, the City shall submit to Wall a written notice of its intent to negotiate (Notice of Intent), which shall identify the number and type of Phase II Structures to be implemented, as well as the areas of the city within which it intends such structures to be sited; (ii) Within sixty (60) days following receipt of the Notice of Intent, Wall may submit a proposal (each such proposal hereinafter referred to as a Phase II Proposal) to the City for the implementation of the Phase II Structures identified therein, including a financial compensation proposal and a specification of any additional advertising faces it proposes to include on stand alone Ad Panels and Ad Pillars; (iii) Within ninety (90) days following Walls submission of its Phase II Proposal, the City and Wall shall discuss Walls Phase II Proposal and attempt to come to a mutual agreement on the terms of a contract addressing the Citys needs as set forth in the Notice of Intent;

In the event Wall does not submit a Phase II Proposal in accordance with subparagraph (ii) above, or in the event the Parties do not execute a contract within the time frame set forth in subparagraph (iii) above (or such extended time frame mutually agreed upon by both Parties in any given instance), then the City may negotiate with and/or entertain proposals from third parties for the implementation of the Phase II Structures identified in the Notice of Intent, and may modify its proposal therefrom to allow flexibility in such third party negotiations. In such event, the City will be free to negotiate with one or more vendors, issue a request for proposal, or take any other step it chooses in order to obtain the Phase II Structures. The Parties expressly acknowledge that Walls exclusivity rights hereunder do not prohibit the City from installing (or contracting with third parties to install) APTs, bus shelters, information kiosks, news condos, newsstands, Ad Panels and Ad Pillars which do not contain advertising on the exterior of such structures, nor do such rights prohibit the City from installing (or contracting with third parties to install) other types of street furniture structures, including those containing advertising. For purposes of this section, Walls exclusivity with respect to Ad Panels and Ad Pillars shall apply only to stand alone advertising structures substantially similar to, and containing advertising faces of substantially equivalent dimensions as, the Ad Panels and Ad Pillars installed by Wall pursuant to this Agreement, and shall not apply to billboards or other types of advertising media aside from Ad Panels and Ad Pillars.

2.2 Reservation of Public Service and Non-Profit Advertising Space. Wall shall make available a limited amount of free advertising space to the City, and to certain non-profit organizations designated by the City, for public service advertisements, (hereinafter referred to as Public Service Advertising). With respect to Phase 1A Structures, such free space for Public Service Advertising shall consist, at minimum, of: (i) eight (8) advertising faces on the Phase 1A APTs (one on each structure); (ii) twenty (20) advertising faces on the Phase 1A bus shelters; (iii) nine (9) advertising faces on the Phase 1A information kiosks (one on each structure); (iv) four (4) advertising faces on the Phase 1A newsstands; and (v) fifty (50) advertising faces on the Phase 1A Ad Panels and Ad Pillars With respect to Phase 1B Structures, such free space for Public Service Advertising shall consist, at minimum, of: one advertising face on each APT and each information kiosk; twenty percent (20%) of all advertising faces on Ad panels and Ad Pillars; and five percent (5%) of all advertising faces and/or advertising space on all other Phase 1B Structures (except news condo). All free space for Public Service Advertising shall be equitably distributed among the various types of Licensed Structures. The design, content and distribution of all Public Service Advertising shall be determined by the City in coordination with a committee to be established by the City for such purpose, and Wall shall accommodate all instructions given by the City with respect to the placement, replacement, and rotation of Public Service Advertising in the spaces reserved for this purpose at least as frequently as Walls rotation of its commercial advertising, but in no event less frequently than bi-weekly, in accordance with Exhibit B, paragraph A(ii). 2.3 Content and Design of Advertising. The design of all advertisements placed on Licensed Structures, including without limitation all Ad Panels and Ad Pillars, shall conform, at minimum, to the advertising specifications set forth in Exhibit A, attached hereto and incorporated herein (Advertising Specifications), except that the City may, in its sole discretion, allow variations from such standards in any specific instance. The content of all such advertising shall conform to the Terms and Conditions in Walls advertising agreements with third party advertisers, a specimen copy of which is attached hereto and incorporated herein as Exhibit A1. In each such contract for advertising on the Licensed Structures, the Terms and Conditions shall, at minimum, provide that any advertisement which is in violation of any law, false, misleading or deceptive, contrary to moral or ethical standards, or contrary to community standards is prohibited, and reserve for Wall the right to reject and remove any such advertisement at its sole discretion. Upon request of the City, Wall shall promptly exercise such right of removal with respect to any advertisement which contravenes the aforesaid Terms and

Conditions. In addition to all of the restrictions set forth above and in Exhibit A, however, it is expressly understood and agreed that tobacco advertising shall be strictly prohibited, as shall be alcohol advertising within a one hundred foot (100) radius around the entrances and exits of schools, places of worship and parks. All other alcohol advertising shall be presumptively in contravention of moral, ethical and community standards, but may be permitted by the City (by prior written approval) in any specific instance, in the exercise of rigid scrutiny and in the Citys sole discretion. The Parties expressly understand that the Citys approval of the location, content and design of advertisements on Licensed Structures shall be in addition to, and not in lieu of, any other permits, approvals or other governmental authorizations Wall must obtain under applicable federal, state or local laws in this regard. III. LICENSE FEES 3.1 Annual Fixed Fee. Wall shall pay the City an annual, guaranteed license fee (the Annual Fixed Fee) in the following amounts: (i) five hundred thousand dollars ($500,000) per year for years two (2) and three (3) of this Agreement; (ii) seven hundred fifty thousand dollars ($750,000) per year for years four (4) through ten (10) of this Agreement; and (iii) one million five hundred thousand dollars ($1,500,000) per year for the remainder of the Term of this Agreement. If, on the third (3) anniversary of the Commencement of the Agreement, Wall has not obtained sufficient siting permits to create 684 advertising faces, the Annual Fixed Fee due for year four (4) (i.e. the payment due on April 1, 2004) shall be proportionately reduced by multiplying such Annual Fee due by the following quotient: (a) the number of advertising faces for which Wall has actually received permits as of the anniversary date, divided by (b) 684 (such calculation is hereinafter referred to as the Reduction Calculation). The Reduction Calculation shall thereafter be made upon each subsequent anniversary of Commencement, taking into account any additional siting permits obtained since the last Reduction Calculation was made. The reduction in the Annual Fixed Fee, as set forth in this paragraph, shall apply only in the event that advertising faces cannot be installed due to Walls not obtaining siting permits through no fault of its own and despite its reasonable, good faith and diligent efforts to obtain same; therefore, the numerator of the Reduction Calculation shall consist of: (i) advertising faces actually permitted, plus (ii) any advertising faces associated with unobtained design permits or other non-siting permits, and with any other unobtained permits for which Wall has failed to use reasonable, good faith and diligent efforts to obtain. 3.2 Annual Percentage Fee. In addition to the Annual Fixed Fee, Wall shall pay the City a license royalty fee (the Annual Percentage Fee) equal to ten percent

10

(10%) of the annual gross revenues received by Wall from advertising on all Phase 1A Licensed Structures, and equal to fifteen percent (15%) of the annual gross revenues received by Wall from advertising on the Phase 1B Structures. As used herein, annual gross revenues shall mean all income, money and revenue received by Wall or any agent, affiliate, parent, partner, subsidiary, nominee, contractor, subcontractor, or other representative of Wall from the placement of advertising or granting of rights to place advertising on the Licensed Structures. 3.3 Timing of License Fee Payments.

A. Annual Fixed Fee. Payment of the Annual Fixed Fee shall be remitted to the City on or before April 1, 2002 (such payment to be attributable to year 2) and thereafter on April 1 of each subsequent year of the Term of this Agreement, each such payment to be attributable to the year of the contract in which it is made. B. Annual Percentage Fee. Payment of the Annual Percentage Fee shall be remitted to the City within sixty (60) days following the end of Walls fiscal year for each fiscal year or partial fiscal year during the Term of this Agreement, which payment shall cover Walls full fee for its most recent fiscal year. Upon the expiration of the Term, or upon the earlier termination of this Agreement, Wall shall continue to pay the City the Annual Percentage Fee within sixty (60) days following the end of each fiscal year subsequent to the expiration or termination of this Agreement in which it has received advertising revenues from the Licensed Structures. This provision shall survive the termination or expiration of this Agreement. C. Form of Payment/Non Set-Off. All payments shall be made to the City in U.S. dollars by bank check, cashiers check, certified check or by wire (pursuant to instructions provided by the City for this purpose) made out to the City of Boston Collector Treasurer. Unless otherwise provided in this Agreement, all payments shall be made in full on or before the times set forth above, without abatement, setoff or deduction, notwithstanding any allegation or assertion by Wall that City has breached or is in default of this Agreement. IV. TERM The term of this Agreement shall be for a period of twenty (20) years, commencing upon the execution of this Agreement (Commencement) and continuing in force, unless earlier terminated pursuant to the termination provisions contained herein, until the twentieth anniversary of Commencement (the Term). V. AUDIT RIGHTS, RECORD MAINTENANCE AND REPORTING 5.1 Walls Affiliates. Insofar as Wall AG or any other agent, affiliate, parent, partner, subsidiary, nominee, nominee trust, contractor, subcontractor, fiduciary or other agent or representative of Wall (collectively referred to hereinafter as Walls Affiliates) receives income attributable to the Licensed Structures in Boston contemplated by this

11

Agreement, all disclosure obligations of, and audit rights with respect to, Wall under this Article V shall apply and extend to Walls Affiliates as well. 5.2 Audit Rights. The City shall have the right to inspect, copy and audit all books, records, accounts, documents, contracts, sub-contracts, reports, financial statements, service complaint reports, performance evaluations, maintenance records, construction records, and any other materials or documentation of Wall and/or Walls Affiliates wherever located, which relate in any way to revenue derived from the Licensed Structures in Boston or to the terms, performance or subject matter of this Agreement. This shall include, without limitation, the Citys right to hire an independent auditor to audit the books, accounts and any other relevant records of Wall and/or Walls Affiliates which contain data on revenues derived from the Boston Licensed Structures, and for purposes of monitoring compliance with Walls payment obligations under this Agreement. The costs of such independent audit shall be borne by the City, unless such audit reveals an underpayment by Wall in excess of fifty thousand dollars ($50,000) with respect to any individual fiscal year, or in excess of an aggregate of one hundred thousand dollars ($100,000) for multiple fiscal years, in which case Wall shall pay all costs, expenses and fees relating to the audit. In either event, any underpayment (together with interest thereon at the rate of twelve percent [12%] per annum) shall be remitted by Wall to the City (together with the costs of the audit, if applicable) within thirty (30) days of the date of the audit report. 5.3 Review and Copying. Wall shall provide the City, within ten (10) days of the Citys request, copies of any requested records kept or maintained by Wall or Walls Affiliates, whether in their possession, custody or control, or in the possession, custody or control of third parties on behalf of Wall or Walls Affiliates, concerning the terms, performance, or subject matter of this Agreement or concerning revenues derived from the Boston Licensed Structures. Alternatively, if the City so requests, Wall and Walls Affiliates shall permit or cause to be permitted any duly authorized representative of the City to examine and copy or transcribe any such documents. 5.4 Maintenance of Records. Wall shall at all times maintain, and shall cause all Walls Affiliates to maintain, all records generated, existing or coming into the actual or constructive possession of Wall and/or Walls Affiliates in connection with this Agreement for the entire Term of this Agreement, and for a period of five (5) years thereafter. 5.5 Affirmative Reporting Obligations. Together with its payment of the Annual Percentage Fee, and in any event within sixty (60) days following the end of each fiscal year, Wall shall provide to the City the following reports and documentation: (i) Annual Financial Report. Annual, fully audited and certified financial reports of Wall, and any of Walls Affiliates which have received income attributable to the Licensed Structures, for the previous fiscal year, including but not limited to, a gross income statement showing all revenues received from advertising on the Licensed Structures, and a

12

breakdown of Walls or Walls Affiliates share of advertising revenues and the Citys share of advertising revenues; (ii) Advertising Leasing/Licensing Contracts. A certified list of all individuals and entities with which Wall, any of Walls Affiliates has entered into a contract or other arrangement during the applicable fiscal year in connection with the leasing or licensing of advertising on the Licensed Structures, which list shall identify the date of the advertising contract or arrangement, the length of the contract or arrangement, the compensation terms, and the amount of all compensation actually received by Wall and/or Walls Affiliates; (iii)Other Reports Required by Law. All forms and reports, including without limitation all those required by law relating to this Agreement and reflecting any income derived by Wall or any of Walls Affiliates which is attributable to the Licensed Structures. In the event any of said forms, reports and/or returns have not been filed as of the time Wall provides all other reports and documentation required by this 5.5 to the City, Wall shall provide same to the City within thirty (30) days of preparation of same; in no event will state or federal income tax returns be subject to such reporting obligations; (iv)Additional Reports. Wall shall prepare and and/or furnish to the City, and shall cause Walls Affiliates to prepare and/or furnish to the City, at such times and in such form as the City requests, such reasonable additional reports or documentation with respect to this Agreement as the City may deem necessary and appropriate; without limiting the foregoing, Wall shall provide the City, concurrently with its delivery of the reports and documentation set forth above in subparagraphs (i) through (iii), a report on compliance with its hiring and procurement commitments as set forth in 8.5 and Article 13 of this Agreement, in accordance with 13.4. (v) Language/Financial Reporting. All reports and documentation required to be maintained and/or provided to the City in accordance with this Agreement shall be in the English language (or be accompanied by an English translation, as necessary or if requested by the City) and shall be calculated and provided in terms of U.S. Dollars and in accordance with Generally Accepted Accounting Principles, as applied in the United States. VI. MAINTENANCE AND OPERATION OF STRUCTURES 6.1 Licensees Responsibility. Wall shall be, solely and at its sole expense, responsible for the complete operation, maintenance, repair, replacement and inventory of all Licensed Structures. Wall shall ensure that, at all times, the Licensed Structures are in excellent working order and are operated and maintained in accordance with the

13

highest industry standards, including at a minimum compliance with the standards and specifications set forth in the Maintenance and Operation Plan set forth in Exhibit B, attached hereto and made part hereof (Maintenance and Operation Plan). 6.2 Operations Center. Wall shall establish and operate a maintenance and operations center (Operations Center) for the purpose of managing and monitoring the installation, maintenance and operation of the Licensed Structures, including receiving and responding to complaints, comments, reports and concerns regarding same. Wall shall install in its Operations Center and in all APTs a computerized management and monitoring system (which shall perform substantially all of the functions specified as the StreetSmart management program in the Proposal), and employ such system for purposes of monitoring installation, operation, cleaning, maintenance, repair needs, and inventory of all APTs. Wall shall further install and implement all future updates to the system and all other improvements to the electronic infrastructure of the system, as the same may become available during the Term of this Agreement. In addition to other specifications, all Licensed Structures shall conspicuously display the telephone number of the Operations Center, together with instructions to the public to report any damage, vandalism, graffiti, malfunctions, problems, complaints, comments or concerns to such Operations Center. 6.3 Repair and Replacement of Structures. To ensure that the Licensed Structures are maintained, at all times, in the best possible condition and in accordance with the highest industry standards, Wall shall promptly and diligently, and in all cases within the minimum standards and timeframes set forth in the Maintenance and Operation Plan, replace any parts or components of the Licensed Structures which are broken, deteriorated, damaged, vandalized or defaced, regardless of the nature, cause or frequency of such conditions. Wall shall completely replace a Licensed Structure where such structures cannot reasonably be maintained in accordance with the highest standards and the objectives of this Agreement without complete replacement. All such complete replacements and replacements of parts or components shall be in accordance with the design most recently approved by the City, and shall adhere to the same construction and material specifications. 6.4 Response to Maintenance Complaints, Notifications. Wall shall respond promptly and diligently to all complaints and/or notifications regarding the maintenance and operation of the Licensed Structures, and shall, at minimum, respond within the applicable standards and timeframes set forth in the Maintenance and Operation Plan, and in accordance with the complaint procedure set forth in the RFP. 6.5 Unaddressed Maintenance Obligations. In the event Wall, after having been given notice, or after having received a complaint, of a maintenance or operation problem regarding the Licensed Structures, fails to respond in a prompt and timely manner as set forth in this Agreement and in accordance with the Maintenance and Operation Plan, the City may perform, or hire third parties to perform, the necessary maintenance or repairs and charge all costs relating to same to Wall; such costs shall be reimbursed by Wall within ten (10) days of receipt by Wall of an invoice for such costs,

14

or, alternatively, the City may draw upon the Security Deposit set forth in 10.1 of this Agreement. The Citys resort to such measures shall be as follows: A. Maintenance Activity Less than $500 or Time Sensitive. In any case where the maintenance services required are likely to cost less than $500, or where the services likely to cost in excess of $500 are time sensitive, the City may proceed with the maintenance service and charge the costs to Wall if Wall does not perform the required maintenance immediately in response to the Citys notice of same. B. Non-Time Sensitive Maintenance in Excess of $500. In any case where the maintenance services required are likely to exceed $500 and are not time sensitive, the City shall give Wall written notice of its failure to respond together with a demand to perform the required maintenance services within three (3) days. The City may proceed with the maintenance service and charge the costs to Wall if Wall does not perform the required maintenance within said three (3) day period. C. Major Unattended Maintenance Obligations. In the event Wall fails to substantially perform its maintenance requirements under this Agreement, fails to attend to any major maintenance item, or repeatedly, consistently, or systematically fails to attend to ordinary maintenance requirements, Wall shall be deemed in default of this Agreement. 6.6 Maintenance Documentation. Wall shall compile and maintain a log of public complaints or comments received, together with documentation and a detailed account of Walls response in each instance. Wall shall make all such documentation available to the City for the Citys inspection at any time the City requests. 6.7 Correction of Defective Work. If, under the provisions of this Agreement, Wall performs defective or non-conforming work and is notified by the City to correct defective or non-conforming work with respect to the repair, maintenance and/or operation of any Licensed Structure, and Wall fails to proceed with corrective action within three (3) days after receipt of notice, the City may proceed to accomplish the correction of the non-conforming work by the most expeditious means available and backcharge or invoice Wall for all costs incurred. Wall shall remit to the City, within ten (10) days after receipt of an invoice therefore, all costs incurred by the City in correcting Walls defective work. In the absence of such remittance by Wall, the City may draw upon the Security Deposit set forth in 10.1 of this Agreement in the amount of such costs. 6.8 Modernized Replacement Features. Wall agrees that, throughout the Term of this Agreement, any warranted replacement of parts and/or features will be accomplished using the most modern features and technologies available at the time of replacement (and at minimum shall be fitted with the current technologies being used in similar projects by Wall), to the extent such technologies are applicable. Wall shall bear all costs and expenses associated therewith.

15

VII. GENERAL DESIGN AND SITING STANDARDS 7.1 City Approval. As set forth in 1.3, the design of all Licensed Structures shall be subject to the approval of the City, in coordination with the BRA. 7.2 General Design Standards. Unless otherwise approved or required by the City, the Licensed Structures shall contain the features and conform to the design guidelines set forth in Exhibit C, attached hereto and made part hereof (the General Design Guidelines). 7.3 Information Kiosks/Coordination With MIS Contractor. The parties hereby acknowledge that the City is presently involved in an MIS Electronic Pilot Program, including the development through present third party vendors of a system of computerized information terminals through which the public may electronically access inter alia government information and various commercial and tourist information, and which the City is interested in installing in one or more of the information kiosks that are subject to this Agreement. Accordingly, in addition to the provisions of the General Design Standards, Wall shall design and install the information kiosks in a manner that will accommodate the possibility of installing such computerized information terminals, including without limitation installing all required electronic, security and other infrastructural requirements attendant thereto, and shall consult and coordinate with the Citys third party MIS contractor and/or other MIS personnel within the City for this purpose. Walls advertising right under this Agreement shall not apply to the computerized information terminal, or to the computer screen included therewith, the advertising rights to which the City may grant to third parties. 7.4 Uniqueness to Boston. Wall acknowledges that the designs of the Licensed Structures are the products of collaborative efforts between, and creative input provided by, both Walls architectural designer and various planners and designers within this City. Accordingly, Wall hereby agrees that the exact combination of design and color of the Licensed Structures shall be unique to Boston, and that Wall shall not, without the prior written permission of the City, include or implement such designs and color for any other client, or in any other city. 7.5 General Siting Standards. As set forth in 1.3, the siting of all Licensed Structures shall be subject to the approval of the City. In general, and unless otherwise approved or required by the City, the siting of all Licensed Structures shall conform to the geographical boundaries set forth in the RFP, and shall be in accordance with the Street Furniture Technical Siting Criteria, attached hereto as Exhibit D attached hereto and made part hereof. In addition to the foregoing, and unless otherwise approved by the City, a maximum of twenty percent (20%) of all bus stop shelters installed pursuant to this Agreement may be sited in the downtown area of Boston, as identified on the map attached hereto as Exhibit E and made part hereof.

16

VIII. ESTABLISHMENT OF U.S. OPERATIONS IN BOSTON 8.1 Headquarters and Manufacturing Plant. The Parties hereby acknowledge that a fundamental component of Walls Proposal, and one which was integral to the Citys selection of Wall as the licensee for this project, was Walls commitment to transfer its corporate headquarters to Boston, and to establish its United States manufacturing plant in Boston. Accordingly, Wall hereby agrees to promptly transfer its United States corporate headquarters to Boston (Headquarters), and in any event no later than ninety (90) days following Commencement of this Agreement. Wall further agrees to immediately commence its establishment of its United States manufacturing plant (Manufacturing Center) in Boston and have said plant operational within one hundred and twenty (120) days following Commencement of this Agreement. Wall shall maintain the operation of its Headquarters and Manufacturing in Boston as follows: A. Subject to the limitation set forth in 8.1(B) below, Wall shall maintain its United States Headquarters and Manufacturing Center in Boston throughout the Term of this Agreement. B. In the event Wall is unsuccessful in obtaining contracts for the manufacture of street furniture for any other city in North America, Wall shall not be required to maintain the operation of any Manufacturing Center in Boston, provided it does not establish or maintain any other manufacturing or production facility anywhere else in North America. To the extent Wall does have future production or manufacturing needs in North America, it is expressly agreed that all such needs will be fulfilled through the Boston Manufacturing Center. 8.2 Siting. Walls Headquarters and Manufacturing Center shall be established at a location within Bostons so-called Empowerment Zone. For this purpose, Wall hereby represents to the City that it has entered into a lease agreement for a minimum of five years (with an option for an additional fifteen years) for the occupation of approximately 5,000 square feet of Class A office space and approximately 20,000 square feet of manufacturing and warehouse space at 88 Black Falcon Avenue in South Boston, Massachusetts (the Falcon Pier Lease). Wall shall provide the City with evidence (including a copy) of the Falcon Pier Lease, which shall be a condition of the execution of this Agreement. Subject to 8.1 above, Wall shall not be in default of this Agreement if, in accordance with future changes in its space requirements or to accommodate a relocation of all or part of its operations to other facilities within the Empowerment Zone, it changes the amount of space it leases or utilizes at the Falcon Pier location. 8.3 Production Capacity. With the exception of APTs, which may be produced in Germany, all Licensed Structures subject to this Agreement shall be produced by Wall in the Manufacturing Center, which shall have the capacity to produce all such Licensed Structures. The Manufacturing Center shall further have the capacity to produce all other street furniture structures (including, without limitation, all components and replacement parts) Wall is required to produce to serve other and future contracts for street furniture programs throughout the United States and North America.

17

8.4 Future Expansion or Relocation. In the event Wall desires in the future to relocate its Headquarters or Manufacturing Center, such relocation shall be made to locations within Bostons Empowerment Zone, and Wall and the City shall work together in good faith to locate an agreeable site within such zone. In the event of any expansion of Walls Headquarters or Manufacturing Center, such expansion need not be made within the Empowerment Zone, but shall be made within the city of Boston In the event the City proposes a specific site or sites for relocation or expansion in other parts of Boston, Wall may elect to expand into or relocate to such other locations as the City proposes. 8.5 Employment and Procurement.

A. Employment. In hiring and employing workers, laborers, staff and employees for its Manufacturing Center, Wall shall pursue a goal of having at least fifty percent (50%) of the workers hours performed by bona fide city of Boston residents, at least twenty five percent (25%) by minorities, and at least ten percent (10%) by women, and shall make its best efforts to fill such positions with residents of the so-called Empowerment Zone of Boston. In addition, Wall shall fulfill its commitment in its Proposal to provide educational training programs to Empowerment Zone residents, and shall work in good faith with the Director of the Empowerment Zone Initiative to facilitate the training of such residents in a variety of different job skills and the possible employment of such residents in a variety of different positions and skill levels. In addition, Wall shall institute an aggressive hiring policy to hire disabled candidates to fill positions, both with respect to the performance of this Agreement and in fulfilling hiring needs with respect to performing future contracts and licenses. B. Procurement. Wall shall give preference in the purchase and procurement of parts and services for its Manufacturing Center to local Empowerment Zone vendors. C. Reporting of Compliance. Wall shall provide the City with an annual report of its compliance with this 8.5, as set forth in 13.4 of this Agreement. IX. LIQUIDATED DAMAGES 9.1 Liquidated Damages for Non-Compliance. In the event Wall fails: (a) materially to comply with or abide by any rule, regulation, approval or disapproval by the City contemplated under this Agreement; (b) to respond to or comply with a Relocation Request; or (c) repeatedly, consistently, or systematically fails to respond to or comply with Relocation Requests in a timely manner, Wall shall be deemed to be in default of its obligations under this Agreement. In lieu of terminating this Agreement on the grounds of such default, the City may elect to accept, and Wall shall promptly pay in the event of such election by the City, liquidated damages in the amount of twenty thousand dollars ($20,000) for each such default.

18

9.2 Payment of Liquidated Damages. Wall shall promptly, and in any event within thirty (30) days of written notice of a default under 9.1, pay to the City the full amount of all liquidated damages specified in such notice of default. In the event Wall fails to make such payment within said thirty (30) day period, the City may draw upon the Security Deposit set forth in 10.1 of this Agreement for such amounts. X. PERFORMANCE SECURITY 10.1 Security Deposit. Upon execution of this Agreement, Wall shall provide the City with a five hundred thousand dollar ($500,000) deposit, by certified or bank check or by wire, made out to the City of Boston Collector Treasurer, as security for Walls faithful and timely performance of its obligations under this Agreement (the Security Deposit). The City shall place the Security Deposit in a separate, interestbearing account in its own name, and shall be entitled to draw on same in the event of any breach or default of this Agreement by Wall, and in such amounts as required to cure said breach or default. If at any time, as a result of valid draws on same by the City pursuant to this Agreement, the balance of the account holding the Security Deposit falls below $250,000, Wall shall, within thirty (30) days of notice of such balance given by the City, make an additional deposit to the City in an amount necessary to bring the account balance back up to $500,000. Upon the expiration of the Term of this Agreement, the City shall return all funds remaining in the account, up to $500,000, together with any interest which has been earned on such account. Wall shall forfeit all rights to the Security Deposit in the event this Agreement is terminated prior to the expiration of the Term by Wall, or by the City based on a breach or default by Wall. 10.2 Performance Bond. Upon execution of this Agreement, Wall shall further provide the City with a performance bond to guarantee Walls faithful performance of its obligations under this Agreement (the Performance Bond). The Performance Bond shall be issued by a surety company (which must be qualified to do business in Massachusetts) approved by the City, and in a form satisfactory to the City. The penal sum of the Performance Bond shall: (A) at the time of execution of this Agreement be in the amount equal to 100% of the cost of installation, maintenance, operation and removal of the Phase 1A Structures, as well as the cost of restoring the sites of such Structures to their pre-installation condition (including in-kind repair or replacement of sidewalks and pavement); and (B) at the Phase1B Commencement, be supplemented by an amount equal to 100% of the cost of installation, maintenance, operation and removal of the Phase 1B Structures, as well as the cost of restoring the sites of such Structures to their pre-installation condition (including in-kind repair or replacement of sidewalks and pavement). A portion of the Performance Bond may be reduced proportionately upon successful installation of the Licensed Structures in accordance with the Phase 1A and 1B Buildout Schedules. Such amount shall be approved by the City, and based on the provision to the City by Wall of three (3) quotes from qualified contractors as to dollar amounts of the contract they would be willing to enter into for performing such work.

19

10.3 Labor and Material Payment and Performance Bond. Upon execution of this Agreement, Wall shall further provide the City with a payment bond to guarantee Walls faithful payment of all sums due to third-party laborers, material men and suppliers who furnish labor and materials to Wall in connection with the installation, maintenance, operation and removal of the Licensed Structures, including restoring the sites of such Licensed Structures to their pre-installation condition, and otherwise in connection with the performance of this Agreement (the Payment Bond). The Payment Bond shall be issued by a surety company (which must be qualified to do business in Massachusetts) approved by the City, and in a form satisfactory to the City. The penal sum of the Payment Bond shall: (A) at the time of execution of this Agreement be at least equal to 100% of the cost of all labor, supplies and materials utilized or expended in connection with the performance of this Agreement with respect to the Phase 1A Structures; and (B) at the Phase1B Commencement, be supplemented by an amount at least equal to 100% of the cost of all labor, supplies and materials utilized or expended in connection with the performance of this Agreement with respect to the Phase 1B Structures. A portion of the Payment Bond may be reduced proportionately upon successful installation of the Licensed Structures in accordance with the Phase 1A and 1B Buildout Schedules. Such amount shall be approved by the City in the manner set forth above in 10.2. 10.4 Form of Bonds. All bonds required hereunder shall be in a form satisfactory to the City, and shall name Wall as the Principal, the City as the Obligee, and have a term that runs from the date of Commencement though the entire Term of this Agreement. 10.5 Security Guarantee. Walls establishment and replenishment of the Security Deposit, and its obligations for payment of the first seven (7) Annual Fixed Fees and all Annual Percentage Fees, the payment of all premiums for the Performance Bond and Payment Bond, and the payment of all premiums and maintenance of the insurance policies set forth in Article XI shall be guaranteed by its corporate parent, Wall AG, pursuant to a letter agreement between the Parties and Wall AG entered into simultaneously with, and as a condition of, this Agreement; such letter agreement shall be in the form attached hereto as Exhibit F and made part hereof. XI. INSURANCE AND INDEMNIFICATION 11.1 Upon execution of this Agreement, Wall shall present to the City certificates of insurance issued by an insurance company qualified to do business in Massachusetts, in a form satisfactory to the City, evidencing the following coverages: A. Workers Compensation, with Employers Liability limits of not less than one million dollars ($1,000,000) for each accident. B. Commercial General Liability, including all coverages contained in an unamended I.S.O. 1988 Occurrence Form with limits not less than one million dollars

20

($1,000,000) for each occurrence Combined Single Limit Bodily Injury and Property Damage. Such form includes Contractual Liability, Personal Injury, Advertising Liability, Broad Form Property Damage, Products and Completed Operations coverages. C. Comprehensive Automobile Liability Insurance, with limits not less than one million dollars ($1,000,000) each occurrence Combined Single Limit Bodily Injury and Property Damage, including owned, non-owned and hired auto coverages, as applicable. D. Excess Liability Coverage, following the issuance referred to in clauses (A), (B), and (C) above in the amount of five million dollars ($5,000,000) per occurrence, Combined Single Limit, and Five Million Dollars ($5,000,000) in the aggregate for each annual policy period. 11.2 Endorsements. Commercial General Liability and Comprehensive Automobile Liability Insurance policies shall be endorsed to provide the following: A. To name as additional insureds, with respect to the operations of Wall under this Agreement, the City of Boston and the Boston Redevelopment Authority; and B. To provide that such policies are primary insurance to any other insurance available to the additional insureds, with respect to any claims arising out of this Agreement, and that insurance applies separately to each insured against whom claim is made or suit is brought. 11.3 Notice. All policies shall be endorsed to provide that there will be thirty (30) days advance written notice to the City and to the BRA of cancellation, non-renewal or reduction in coverage. 11.4. Hold Harmless and Indemnification. To the fullest extent permitted by law, Wall shall indemnify, defend, and hold harmless the City and the BRA, their employees, officers, representatives, and agents from and against any and all claims, losses, damages, injuries, expenses (including attorneys fees), judgments or liability associated with the Licensed Structures to the extent such claims, losses, damages, injuries, expenses, judgments or liabilities are caused either by defects in the design, construction, installation, operation or maintenance of the Licensed Structures , or by the willful or negligent act or omission of Wall, its employees, officers, representatives and/or agents. In the event the City is named as a party in any action by a third party arising out of or relating to this Agreement, the City shall be entitled to retain counsel of its own choice with the approval of Wall (which shall not be unreasonably withheld) and Wall shall pay all reasonable fees and expenses of the Citys counsel in this regard. 11.5 Limitation of Liability. In no event shall the City and/or the BRA be liable to Wall for special, indirect, or consequential damages (including without limitation lost profits or savings) even if it has been advised of their possible existence.

21

XII. TERMINATION 12.1 Events Giving Rise to Termination Rights.

A. Defaults Subject to Termination by City. In addition to any other termination rights granted to the City under this Agreement, and without limiting any other remedies it may have at law, in equity or under this Agreement, the City shall have the right to terminate this Agreement in the event of any of the following events of default by Wall: (i) failure to submit a good faith Phase 1A Buildout Schedule, or failure to submit good faith, completed applications for all necessary permits and approvals in accordance with 1.2A, and within the time frames specified therein; (ii) failure to install the Licensed Structures in accordance with the approved Phase 1A Buildout Plan or Phase 1B Buildout Plan (as applicable), and in accordance with the standards of construction and materials set forth in this Agreement. (iii) failure to pay Annual Fixed Fee or Annual Percentage Fee when due; (iv) failure to comply with the auditing, record maintenance and reporting requirements under this Agreement, in violation of the provisions of Article V; (v) failure to install replacement structures and replacement parts in accordance with 6.3; (vi) failure to substantially perform its maintenance requirements under this Agreement, failing to attend to any major maintenance item, or repeatedly, consistently or systematically failing to attend to ordinary maintenance requirements, in violation of 6.5(C); (vii) failure to establish and maintain the Security Deposit, the Performance Bond and the Payment Bond in accordance with the provision of Article X, and the insurance policies specified under, and in accordance with, Article XI; (viii)failure to maintain the existence, operation and production capacity of the Manufacturing Center, in accordance with Article VIII; and (ix) an assignment of this Contract without the authorization of the City or a change in control warranting termination, as set forth in 15.3.

22

Termination hereunder shall take effect: with respect to events of default described in subparagraph (i) through (vii) above, upon Walls failure to cure such default within sixty (60) days of its receipt of a written notice of default delivered by the City (Notice of Default); and with respect to events of default described in subparagraphs (viii) and (ix) above, immediately upon the Citys delivery of a Notice of Default. In the event Wall is unable to cure an event of default under subparagraph (i) above due to its inability, through no fault of its own and despite its diligent efforts, to obtain necessary materials in time to cure, and provided Wall gives written notice to the City of such circumstances at least ten (10) days prior to the expiration of the cure period, the cure period may be extended for up to an additional thirty (30) days. B. Mutual Termination Rights, Either Party may terminate this Agreement in the event that: (a) any term or condition of this Agreement is held by any court to be unlawful or void and all rights of appeal have been exhausted or allowed to elapse; or (b) a permanent injunction or restraining order is issued by any court or other body preventing either Party to this Agreement from performing any of its obligations under this Agreement or reaping any benefits from this Agreement. Termination hereunder shall be effective sixty (60) days after written notice of termination is given by the terminating Party to the other. 12.2 Responsibilities Upon Termination.

A. Termination Without Default of City. Upon termination of this Agreement, except in the case of a valid termination by Wall based on default by the City, the City shall have both of the following default remedies: (i) the City have the option to obtain ownership and title to any and all Licensed Structures without any compensation to Wall; alternatively, the City may decline the assumption of ownership of any or all of the Licensed Structures and instruct Wall, at Walls own expense, to promptly dismantle, remove and dispose of all such Licensed Structures the City declines, and to restore their sites to their pre-installation condition. Following termination, the City shall have the right to assume any advertising contracts with respect to the Licensed Structures, including revenue generated therefrom, and any gross advertising revenues received by Wall subsequent to termination shall belong to the City; and (ii) Wall shall pay to the City an amount equal to the sum of all Annual Fixed Payments due under this Agreement for the remainder of the Term, including any accrued but unpaid payments as of the date of termination; such sum to be discounted to the present cash value of such amounts as of the date of termination, applying a discount rate equal to the Prime Rate plus one percent. B. Termination By Wall for Citys Default. In the event that Wall validly terminates this Agreement as a result of the Citys breach of this Agreement, the City shall not be entitled to ownership of the Licensed Structures, and Wall shall remove such structures and restore each site to its pre-installation condition, deduct its reasonable

23

removal and restoration costs from any sums due and owing to the City hereunder including the book value of such structures calculated by a ten (10) year straight line depreciation at the time of such termination, or the City will reimburse Wall the full amount of such sums if no sums are due and owing to the City at the time of such termination. All gross advertising revenues received by Wall subsequent to termination, however, shall be subject to payment of the Annual Percentage Fee to the City. C. Mitigation. In the event of any termination by the City under this Article IX, The City will have an affirmative obligation to mitigate any damages it may have against Wall. In this regard, the City shall be obligated to examine bids from all qualified and bona fide prospective replacement or successor licensees, evaluate same in light of all factors relevant to the selection of a new licensee including suitability of the prospective successors and monetary factors, and shall endeavor to award such license to a qualified replacement or successor licensee whose bid contains performance guarantees and monetary terms that are equal to or greater than Walls obligations under this Agreement, and otherwise contains terms that are acceptable to the City. Notwithstanding anything contained herein to the contrary, the City shall have the sole discretion and authority in selecting a replacement or successor licensee, and determining the terms and conditions of any replacement contract. The City shall in no way be obligated to enter into a replacement contract with any prospective licensees which it does not, in good faith, determine to be acceptable, shall not be responsible for its good faith failure to enter into a contract with a replacement or successor licensee, and shall not be precluded from entering into such a replacement contract on terms that are less favorable than the terms of this Agreement, provided that the City does not act arbitrarily or capriciously in this regard. XIII. EMPLOYMENT AND PROCUREMENT 13.1 Boston Jobs Policy. Wall shall use reasonable efforts to pursue and cause the general contractor and all subcontractors to pursue efforts of achieving a goal of employing workers in construction so that workers hours on a craft by craft basis are performed at least fifty percent (50%) by bona fide city of Boston residents, at least twenty five percent (25%) by minorities, and at least ten percent (10%) by women. Wall shall incorporate in every general construction contract for work at sites of installation of Licensed Structures an enumeration of the foregoing worker hour goals and impose a responsibility upon the contractor and/or subcontractor(s) to pursue such efforts and to incorporate such worker hour goals in all subcontracts and to impose upon all subcontractors the obligation to pursue such goals. In addition, Wall shall pursue the foregoing worker hour goals in its employment of workers, laborers and employees in its Operations Center and in its Manufacturing Center without regard to the various skills, disciplines, and employment responsibilities required by such positions. In connection with the execution of this Agreement, Wall shall agree to and sign the Boston Jobs Policy, attached hereto as Exhibit G.

24

13.2 Non-Discrimination. Wall agrees in connection with the performance of this Agreement and any related construction of the Licensed Structures that it will not discriminate against any employee or applicant for employment on the basis of race, color, sex, sexual preference, religion or national origin. Wall shall take affirmative action to ensure that applicants for construction work on said project sites are employed and that such employees are treated during the construction period without regard to their race, color, sex, sexual preference, religion or national origin, except in the affirmative pursuit of the hiring goals set forth above in 13.1. In connection with the execution of this Agreement, Wall shall agree to and sign the BRAs Non-Discrimination and Affirmative Action policies, attached hereto as Exhibit H. 13.3 M/WBE Requirements: Wall agrees to comply with the following standards relative to contracting with Minority and Women Business Enterprises in all construction activity undertaken in connection with the performance of this Agreement, including the procurement of goods and services: at least fifteen percent (15%) of the total construction contract amount shall be expended on Minority Business Enterprises and at least five (5%) of the total construction contract amount shall be expended on Women Business Enterprises. The terms Minority Business Enterprise and Women Business Enterprise shall be as defined in an Executive Order issued by the Mayor of the City of Boston, dated December 17, 1987 and effective December 30, 1987 (the Executive Order). The Executive Order is incorporated by reference as if fully set forth herein. 13.4 Reporting Requirement. In order for the City to monitor Walls compliance with its commitments as set forth in this Article 13 and in 8.5, Wall shall provide the City with an annual report, concurrently with its delivery of reports and documentation required under 5.5, of its hiring and procurement activities. Such report shall provide detailed data demonstrating Walls compliance with the hiring and procurement requirements, and its good faith efforts to achieve the hiring and procurement goals, set forth in this Article 13 and 8.5, and shall include, without limitation: (i) an identification by name, title and salary (or compensation) of each individual employee, contractor, or subcontractor on its payroll; (ii) a breakdown (into separate categories) of the individual employees, contractors and subcontractors who are women, minorities, persons with disabilities, Boston residents, and residents of the Empowerment Zone; (iii) an identification of all businesses whom Wall has hired in connection with this Agreement, by name, date of contract, goods or services covered by such contract, and the amount of the contract (or other procurement compensation); and (iv) a breakdown (into separate categories) of the businesses which are Minority Business Enterprises, Women Business Enterprises, and those which are located in the Empowerment Zone. XIV AMENDMENT This Agreement may be modified or amended, in whole or in part, only by written instrument signed by the City and Wall setting forth the changes.

25

XV. MISCELLANEOUS PROVISIONS 15.1 License as Contract Under Seal. Upon its execution by the City this Agreement shall be deemed to constitute a contract under seal by and between Wall, on the one hand, and the City of Boston, on the other hand. 15.2 Entire Agreement. This instrument contains the entire agreement between the Parties, supersedes all prior agreements or proposals except as specifically incorporated herein, and cannot be changed orally but only by an instrument in writing executed by the parties. In this regard, the RFP and the Proposal are specifically incorporated by reference herein and made part hereof, it being agreed and understood that this Agreement shall take precedence and control over any directly conflicting provision of either the RFP or the Proposal, and that the RFP shall take precedence and control over any directly conflicting provision of the Proposal. 15.3 Assignment/Change of Control. Wall agrees that this Agreement may not be assigned, transferred or conveyed, directly, indirectly or by operation of law, including without limitation as a result of a sale, foreclosure of any loan, or other voluntary or involuntary forfeiture, without prior written approval of the City. In the event of a change of control of Wall or Wall AG, including a sale or transfer of a majority of the voting interest in Wall or Wall AG (a Change of Control) the City shall have the right to terminate this Agreement if either of the following events occurs: A. in the event of a Change of Control within the first five (5) years of this Agreement, the present senior management does not maintain management control of Wall. For purposes of this provision, the Parties acknowledge that the present senior management consists of Hans Wall, Daniel Wall and Helge Mauritz, and agree that a change in the corporate authority or status of two or more of such individuals shall constitute a change in management control. B. in the event of a Change in Control at any time point during the Term of this Agreement, Wall becomes controlled by any individual, corporation or other business entity who or which: (i) is not in good corporate or business standing in any state or country in which it does business; (ii) has at any time failed to pay taxes or has been assessed for delinquency in paying taxes in any state or country in which such person or entity does, or has in the past done, business; (iii) is at the time of the Change of Control, or has been within the five years prior thereto, in litigation with any other municipality, governmental entity or other party over the

26

performance of a contract similar in subject matter to this Agreement; (iv)has at any time, or in the case of corporation or other business entity any of its principals has at any time, been convicted of any crime; or (v) does not have the financial capacity, or qualifications and experience relative to street furniture development and outdoor advertising, at least substantially similar to that of Wall, as measured by the qualification criteria set forth in the RFP and by Walls representation of its qualifications and experience in its Proposal and other materials submitted therewith Any such termination shall be governed by 12.1 and 12.2(A) of this Agreement. 15.4 Captions. The captions to sections throughout this Agreement are intended solely to facilitate reading and reference to the sections and provisions of this Agreement. Such captions shall not affect the meaning or interpretation of this Agreement. 15.5 Separability. If any section, sentence, paragraph, term or provision of this Agreement is determined to be illegal, invalid, or unconstitutional, by any court of competent jurisdiction or by any state or federal regulatory agency having jurisdiction thereof, such determination shall have no effect on the validity of any other section, sentence, paragraph, term or provision hereof, all of which will remain in full force and effect for the Term of this Agreement. 15.6 Waiver. The failure of the City or Wall to seek redress for any violation of, or to insist upon the strict performance of, any term or condition of this Agreement shall not prevent a subsequent act by the other Party, which would have originally constituted a violation of this Agreement by the other Party, from having all the force and effect of the original violation. The City or Wall may restrain any breach or threatened breach by the other party of any term or condition of this Agreement, but the provision in this Agreement of any particular remedy shall not preclude the City or Wall from any other remedy either Party may have against the other Party, either in law or in equity. The failure of the City or Wall to insist upon the strict performance of any one or more of the terms or conditions of this Agreement or to exercise any right, remedy, or election contained in this Agreement or permitted by law, shall not constitute a waiver or relinquishment for future performance or exercise of those items, conditions, rights, remedies, or elections, but the same shall continue and remain in full force and effect. All rights and remedies that the City or Wall may have at law, in equity, or otherwise, upon breach of any term or condition of this Agreement, shall be distinct, separate and cumulative and no one of them, whether exercised by the City or Wall or not, shall be deemed to be an exclusion of any other right or remedy of the City or Wall.

27

15.7 Governing Law, Jurisdiction. Both Parties hereby acknowledge that this Agreement is executed in the United States and is deemed to be entered into in the Commonwealth of Massachusetts. This Agreement shall be governed and construed in all respects in accordance with United States law and the laws of the Commonwealth of Massachusetts, as applicable, and the Parties hereto accept and submit to the jurisdiction of the courts of the United States and the Commonwealth of Massachusetts. The validity, construction, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Massachusetts without regard to conflicts of law. 15.8 Remedies. The remedies available to the City in various sections of this Agreement shall be deemed to be in addition to, and not in limitation of, any other remedies the City has or may have under applicable law arising out of or relating to this Agreement. 15.9 Notice. Except as otherwise provided in this Agreement, all notices, demands, consents, approvals and requests given by either Party to the other under this Agreement shall be in writing and shall be sent by registered or certified mail, postage prepaid, to the parties at the following addresses: CITY: Michael J. Galvin (or his successor) Chief of Basic City Services One City Hall Square Boston, MA 02201 With a copy to: Merita A. Hopkins, Esq. (or her successor) Corporation Counsel City of Boston Law Department One City Hall Square, Room 615 Boston, MA 02201 WALL: Daniel Wall, President Wall USA 88 Black Falcon Avenue, Suite 227 Boston, MA 02110 With a copy to: William F. Coyne, Jr., Esq. 11 Beacon Street, Suite 415 Boston, MA 02108

28

Either Party may, at any time, change its respective notice address by sending written notice to all other parties above of the change. Notices shall be deemed to be received upon deposit in the mail, properly addressed. 15.10 Dispute Resolution; Arbitration. A. Good Faith Efforts to Resolve. In the event of any dispute, controversy or claim arising out of or in connection with this Agreement, including without limitation as to the interpretation of any provisions hereunder or any issue not covered by this Agreement, the Parties agree that they will confer in good faith in an effort to resolve such disputes before resorting to any other dispute resolution mechanism. B. Arbitration of Certain Disputes. In the event they are unsuccessful in resolving any dispute arising under this Agreement (but specifically excluding therefrom any event of default set forth in 12.1), the Parties hereby agree that such dispute, controversy or claim shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, in Boston, Massachusetts. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Such arbitration shall be commenced within ninety (90) days of the event or action upon which the dispute, claim or controversy is premised, and the failure of either Party to commence an arbitration within said time period shall constitute a waiver of any such dispute, controversy or claim. 15.11 Force Majeure. If by reason of force majeure either Party is unable in whole or in part to carry out its obligations hereunder, said Party shall not be deemed in violation or default during the continuance of such inability. The term force majeure as used herein shall mean the following: strikes, acts of God; acts of public enemies; orders of any kind of the government of the United States of America or of the Commonwealth of Massachusetts or any of their departments, agencies, political subdivisions, courts or officials, or any civil or military authority; insurrections; riots, epidemics; landslides; lightning; earthquakes; fares; hurricanes; volcanic activity; storms; floods; washouts; droughts; arrests; civil disturbances; explosions; partial or entire failure of utilities; or any other cause or event not reasonably within the control of the disabled Party. 15.12 Corporate Capacity. Wall hereby represents and warrants to the City that: (A) it is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware; (B) it is a wholly-owned subsidiary of Wall AG; (C) its present officers and directors are as listed in Exhibit I, and Wall AGs present officers and directors are as listed in Exhibit I, both attached hereto and incorporated herein; (D) it has the requisite corporate power and authority to enter into this Agreement, as evidenced by the corporate vote or unanimous consent of all directors attached hereto as Exhibit J and incorporated herein; and (E) Wall AG has the requisite corporate power and authority to enter into the Letter Agreement referenced in 10.5, as evidenced by its corporate vote attached hereto as Exhibit K and incorporated herein. 15.13 Multiple Counterparts. This Agreement may be executed in one or more counterparts; all such counterparts shall constitute one in the same Agreement. 29

IN WITNESS WHEREOF, this Agreement is hereby signed by the Parties, all duly authorized, as of this ______ of ___________, 2001, at Boston, Massachusetts.

CITY OF BOSTON

Approved as to Form

By: ____________________________ Thomas M. Menino Mayor

______________________________ Corporation Counsel

WALL USA, INC.

By: ___________________________ Hans Wall Chairman

30