<Page>

                                                                   Exhibit 10.23

                            FOURTH AMENDMENT TO LEASE

                                    INVOLVING

                        THE MANUFACTURERS LIFE INSURANCE

                                  COMPANY (USA)

                                  AS "LANDLORD"

                                       AND

                           THE WILLIAM CARTER COMPANY

                                       AS

                                    "TENANT"

                             DATED: DECEMBER 21, 2004

<Page>

                                TABLE OF CONTENTS

<Table>
<S>                                                                              <C>
Defined Terms................................................................

Premises and Expansion of Premises...........................................

Lease Commencement Date......................................................

Term and Extension of Term...................................................

Rental Rate for the 6th Floor Space..........................................

Rental Rate for the Remaining Premises; Extended Term........................

Rental Abatement for the 6th Floor Space.....................................

Operating Costs..............................................................

Tenant Improvement and Space Planning Allowance..............................

Performance of Tenant's Work.................................................

Parking......................................................................

Building Operating Hours.....................................................

Signage......................................................................

Brokerage Commission; Indemnity..............................................

Landlord Representation......................................................

Tenant Improvements..........................................................

No Other Modifications.......................................................

Georgia Law..................................................................

Transfers, Successors and Assigns............................................

Board Approval...............................................................
</Table>

<Page>

                            FOURTH AMENDMENT TO LEASE

     THIS FOURTH AMENDMENT TO LEASE (the "Fourth Amendment"), is made this 21st
day of December, 2004, by and between THE MANUFACTURERS LIFE INSURANCE COMPANY
(USA) (as "Landlord") and THE WILLIAM CARTER COMPANY (as "Tenant").

                                   WITNESSETH:

     WHEREAS, Proscenium, LLC and Tenant did enter into that certain Lease
Agreement (the "Original Lease"), dated as of February ____, 2001, for space in
that certain building in Atlanta, Georgia known as "The Proscenium" (the
"Building").

     WHEREAS, Proscenium, LLC and Tenant did enter into that certain First
Amendment to Lease (the "First Amendment"), dated May __, 2001.

     WHEREAS, Proscenium, LLC and Tenant did enter into that certain Second
Amendment to Lease (the "Second Amendment"), dated as of June ____, 2001.

     WHEREAS, Proscenium, LLC and Tenant did enter into that certain Third
Amendment to Lease (the "Third Amendment"), dated as of October ____, 2001.

     WHEREAS, the Original Lease, as modified by the First Amendment, Second
Amendment, and Third Amendment, is sometimes referred to collectively herein as
the "Lease".

     WHEREAS, Proscenium, LLC did convey its interest in the Building and Lease
to Landlord.

     WHEREAS, Landlord and Tenant desire to and hereby shall, by this Fourth
Amendment, modify and amend the terms of the Lease, in the manner and for the
purposes herein set forth.

     NOW, THEREFORE, for and in consideration of the mutual covenants contained
herein, and for Ten and No/100 Dollars ($10.00) and other good and valuable
consideration, paid by the parties hereto one another, the receipt and
sufficiency of which are acknowledged by the parties hereto, the parties hereto
hereby covenant and agree as follows:

     1.   DEFINED TERMS. All capitalized terms not defined herein shall have the
          same meaning as set forth in the Lease.

     2.   PREMISES AND EXPANSION OF PREMISES. As a part of this Fourth
          Amendment, Landlord hereby leases to Tenant, and Tenant hereby leases
          from Landlord, all of the 6th floor of the Building, consisting of
          25,393 rentable square feet (the "6th Floor Space"), on the terms and
          conditions herein set forth. From and after the "6th Floor Lease
          Commencement Date" (as herein defined), Tenant shall lease 101,572
          square feet in the Building, and Tenant's Share shall be adjusted, in
          accordance with the terms of the Original Lease.

<Page>

3.   LEASE COMMENCEMENT DATE. The 6th Floor Lease Commencement Date for the 6th
     Floor Space shall be July 3, 2005.

4.   TERM AND EXTENSION OF TERM. The Lease Term for the 6th Floor Space shall
     end on June 30, 2015, unless sooner terminated in accordance with the terms
     of the Lease. The Lease Term for the entire Premises shall be extended by
     three (3) years and nine (9) months, to June 30, 2015, on the terms and
     conditions set forth herein. The Tenant may extend the Lease Term in
     accordance with Section 16 herein.

5.   RENTAL RATE FOR THE 6TH FLOOR SPACE. The Base Rental due from Tenant for
     the Lease Term for the 6th Floor Space shall be as follows:

<Table>
<Caption>
                                            BASE RENTAL (PER
                                             RENTABLE SQUARE    ANNUAL BASE      MONTHLY
                PERIOD                       FOOT PER ANNUM)      RENTAL       BASE RENTAL
     --------------------------------------------------------------------------------------
     <S>                                      <C>             <C>             <C>
     July 3, 2005 - June 30, 2006             $       26.00   $  660,218.00   $   55,018.17
     July 1, 2006 - June 30, 2007             $       26.52   $  673,422.36   $   56,118.53
     July 1, 2007 - June 30, 2008             $       27.05   $  686,880.65   $   57,240.05
     July 1, 2008 - June 30, 2009             $       27.59   $  700,592.87   $   58,382.74
     July 1, 2009 - June 30, 2010             $       28.14   $  714,559.02   $   59,546.59
     July 1, 2010 - June 30, 2011             $       28.71   $  729,033.03   $   60,752.75
     July 1, 2011 - June 30, 2012             $       29.28   $  743,507.04   $   61,958.92
     July 1, 2012 - June 30, 2013             $       29.87   $  758,488.91   $   63,207.41
     July 1, 2013 - June 30, 2014             $       30.46   $  773,470.78   $   64,455.90
     July 1, 2014 - June 30, 2015             $       31.07   $  788,960.51   $   65,746.71
</Table>

<Page>

6.   RENTAL RATE FOR THE REMAINING PREMISES; EXTENDED TERM. The Base Rental due
     from Tenant for the Extended Term for the Premises (excluding the 6th Floor
     Space which has its Base Rental Schedule set forth in Article 5, above)
     shall be as follows:

<Table>
<Caption>
                                               BASE RENTAL
                                              (PER RENTABLE
                                               SQUARE FOOT        ANNUAL BASE         MONTHLY
                   PERIOD                       PER ANNUM            RENTAL          BASE RENT
     --------------------------------------------------------------------------------------------
     <S>                                      <C>               <C>               <C>
     OCTOBER 1, 2011 - JUNE 30, 2015          $        32.881   $  2,504,841.72   $    208,736.81
</Table>

7.   RENTAL ABATEMENT FOR THE 6TH FLOOR SPACE. Notwithstanding the terms of the
     Lease and the Fourth Amendment, there shall be no Base Rental due for the
     6th Floor Space (but there shall still be Base Rental due for the remainder
     of the Premises) for the first nineteen (19) months of the Term of Lease
     for such space, so that Base Rental shall commence and be due and payable
     on the 6th Floor Space on February 1, 2007.

8.   OPERATING COSTS. Operating Costs shall be due and payable for the 6th Floor
     Space on the same basis, and shall be calculated in the same manner, as
     Operating Costs are calculated for the Premises, under the Lease, except
     that the Initial Operating Costs for the 6th Floor Space only (and not for
     the remainder of the Premises) shall be the Operating Costs increases, on a
     per rentable square foot per annum basis, over the base year (calendar year
     2005). Tenant shall, and hereby covenants and agrees to, pay to Landlord
     Operating Costs for the 6th Floor Space in excess of the Initial Operating
     Costs for the 6th Floor Space, with such amounts to be determined in the
     manner as set forth in the Lease. Such amounts shall be paid by Tenant at
     the time and in the manner that Operating Costs are payable by Tenant under
     the Lease. Notwithstanding anything to the contrary, pertaining to the 6th
     floor space, there shall be no increased Operating Cost payments during the
     free rent period until February 2007. In addition, the rental increases
     shall be prorated accordingly based upon the estimate for the increases
     over the 2005 base year and prorated on a partial year basis for the eleven
     (11) months in calendar year 2007.

9.   TENANT IMPROVEMENT AND SPACE PLANNING ALLOWANCE. (a) The 6th Floor Space is
     delivered to Tenant in an "as is" condition in accordance to the conditions
     provided under the original lease dated February 16, 2001. Landlord will
     provide a build-out allowance of up to Thirty-Five and No/100 Dollars
     ($35.00) per rentable square foot below a semi-finished ceiling, for the
     6th Floor Space (the "6th Floor Allowance"). In addition to the 6th Floor
     Allowance, Landlord shall provide ceiling grid cross T's, low-pressure
     duct, Building standard lights, and 2x2 ceiling tiles to be installed at
     Tenant's expense and standard base building blinds. Notwithstanding
     anything to the contrary, the base building condition shall be in

                                        3
<Page>

     accordance to the terms in the Original Lease. The architect for the 6th
     Floor Space shall be Thompson Ventulett, Stainback & Associates and the
     contractor shall be Raven & Associates unless Tenant considers bids from
     other reputable contractors subject to the reasonable approval of the
     Landlord. Work in the 6th Floor Space shall otherwise generally be governed
     by and prosecuted under Article 10. below.

          (b)  Landlord shall provide an additional tenant fit-up and finish
               work allowance of Eight and No/100 Dollars ($8.00) per rentable
               square foot in the Premises (excluding the 6th Floor Space), or
               $609,432.00 in the aggregate. Such amount may be utilized by
               Tenant at Tenant's discretion, subject to Landlord's prior
               reasonable consent as to the nature and installation of the
               improvements, in accordance with Article 7(a) of the Lease, and
               which amount shall be due and payable to Tenant on or before
               October lst, 2011 or on October 1, 2011 without Construction
               Expense verification.

10.  PERFORMANCE OF TENANT'S WORK.

          (a)  Tenant shall perform or cause to be performed all of the work
     contemplated in the Premises to prepare for such Tenant's occupancy and use
     (the "Tenant's Work"), using a tenant general contractor, which must be
     reasonably consented to by Landlord, on a schedule reasonably consented to
     by Landlord, and in accordance with plans and specifications reasonably
     consented to by Landlord. The construction contract shall be in the name of
     Tenant, and not Landlord.

          (b)  Landlord will require a high grade, first-class operation to be
     conducted in the Premises similar to the quality of Tenant's existing
     premises. Tenant's Work shall be performed in a first-class manner, using
     new and first-class, quality materials. Tenant's Work shall be constructed
     and installed in accordance with all applicable laws, ordinances, codes and
     rules and regulations of governmental authorities. Tenant shall promptly
     correct any of Tenant's Work which is not in conformance therewith.

          c)   Tenant's contract parties and subcontractors shall be subject to
     reasonable administrative supervisions by Landlord in their use of the
     Building and their relationship with Contractor, or contractors of other
     tenants in the Building. In any event, Landlord shall have the right to
     limit any Tenant's Work which might disrupt or interfere with the
     operations of other tenants in the Building (such as, by way of
     illustration but not limitation, drilling the slab) to during the ordinary
     business hours of the Building. The entry by Tenant and/or its contract
     parties into the Premises for the performance of Tenant's Work shall be
     subject to all of the terms and conditions of the Lease, except the payment
     of Base Rental.

                                        4
<Page>

          (d)  Tenant's Work shall be coordinated and conducted to maintain
     harmonious labor relations and not (a) to interfere unreasonably with or to
     delay the completion of any work being performed by any other tenant in the
     Building; or (b) to interfere with or disrupt the use and peaceful
     enjoyment of other retail or office tenants in the Building.

          (e)  Tenant and Tenant's contract parties shall perform their work,
     including any storage for construction purposes, within the Premises only.
     Tenant shall be responsible for removal, as needed, from the Premises and
     the Building of all trash, rubbish, and surplus materials resulting from
     any work being performed in the Premises. Tenant shall exercise extreme
     care and diligence in removing such trash, rubbish, or surplus materials
     from the Premises to avoid littering, marring, or damaging any portion of
     the Building. If any such trash, rubbish, or surplus materials are not
     removed from the Building as soon as reasonably practicable in accordance
     with the provisions hereof or if any portion of the Building is littered,
     marred, or damaged, Landlord may cause same to be removed or repaired, as
     the case may be, at Tenant's cost and expense. If Landlord incurs any costs
     or expenses in performing the above, Tenant shall pay Landlord the amount
     of any such cost and expenses promptly upon demand therefor.

          (f)  Tenant hereby appoints Kathleen Klug and Clyde Stutts, or any
     other party designated by Tenant by notice to Landlord, as the authorized
     representative of Tenant for purposes of dealing with Landlord with respect
     to all matters involving, directly or indirectly, Tenant's Plans and
     Tenant's Work including without limitation, change orders to Tenant's Plans
     (the "Designated Representative"). Tenant hereby warrants and represents to
     Landlord that the Designated Representative has the requisite power and
     authority to deal with Landlord in the manner contemplated herein and that
     Tenant shall be bound by the acts and omissions of the Designated
     Representative.

          (g)  Tenant shall provide or cause to be provided to Landlord, with
     respect to all such work to be performed by or on behalf of Tenant upon or
     in the Premises, the following types of insurance:

               (i)    At all times during the period between the commencement of
                      such work and the date such work is completed and Tenant
                      commences occupancy of the Premises, Tenant shall maintain
                      or cause to be maintained, casualty insurance in "Builders
                      Risk" form, covering Landlord, Landlord's agents,
                      architects, and Tenant and Tenant's contractors and
                      subcontractors, as their interest may appear, against loss
                      or damage by fire, vandalism, and malicious mischief and
                      other such risks as are customarily covered by the
                      so-called "broad form extended coverage endorsement" upon
                      all the work in place and all materials stored at the
                      Premises and

                                        5
<Page>

                      all materials, equipment and supplies of all kinds
                      incident to the work and builder's machinery, tools and
                      equipment while on the Premises, or when adjacent thereto,
                      all on a completed value basis to the full insurable value
                      at all times. Said Builder's Risk insurance shall contain
                      an express waiver of any right of subrogation by the
                      insurer against Landlord, its agents, employees and
                      contractors;

               (ii)   Liability insurance as required by the Lease; and

               (iii)  Statutory Workers' Compensation as required by the State
                      of Georgia or the local municipality having jurisdiction.

     All insurance policies procured and maintained pursuant to this Paragraph
     shall name Landlord as additional insured, shall be carried with companies
     licensed to do business in the State of Georgia reasonably satisfactory to
     Landlord. Tenant agrees that these policies will not be canceled without
     first giving twenty (20) days written notice to the Landlord. Such policies
     or duly executed certificates of insurance with respect thereto shall be
     delivered to Landlord before the commencement of the work, and renewals
     thereof as required shall be delivered to Landlord at least thirty (30)
     days prior to the expiration of each respective policy term.

          (h)  Tenant shall cause all work to be performed on a lien-free basis.
     Tenant shall indemnify and hold harmless Landlord, and any of Landlord's
     contractors, agents and employees from and against any and all losses,
     damages, costs (including costs of suits and attorneys' fees), liabilities,
     or causes of action arising out of or relating to the performance of the
     Tenant's Work, including but not limited to mechanics', materialmen's or
     other liens or claims (and all costs or expenses associated therewith)
     asserted, filed or arising out of any such work. All materialmen,
     contractors, artisans, mechanics, laborers and other parties hereafter
     contracting with Tenant or Tenant's contractor for the furnishing of any
     labor, services, materials, suppliers or equipment with respect to the work
     are hereby charged with notice that they must look solely to Tenant for
     payment of same. Without limiting the generality of the foregoing, Tenant
     shall repair or cause to be repaired at its expense all damage caused by
     Tenant's contractor, its subcontractors or their employees acting within
     the scope of their employment or agency. Tenant shall promptly pay to
     Landlord, upon notice thereof from Landlord, any reasonable costs incurred
     by Landlord to repair any such damage caused by Tenant's contractor or any
     costs incurred by Landlord in requiring the Tenant's contractor's
     compliance with any Building rules. In connection with any and all claims
     against Landlord or any of its agents, contractors or employees by any
     employee of Tenant's contractor, any subcontractor, anyone directly or
     indirectly employed by any of them, or anyone for whose acts Tenant's
     contractor or any subcontractor may be liable, the indemnification
     obligations of Tenant's contractor and any subcontractor under the
     agreements hereinabove referred to in

                                        6
<Page>

     this subparagraph shall not he limited in any way by any limitation on the
     amount or type of damages, compensation or benefits payable by or for
     Tenant's contractor or subcontractor under worker's compensation acts,
     disability benefit acts, or other employee benefit acts.

          (i)  As a part of any draw request for payment of my portion of the
     Allowance, Landlord may request Tenant to provide at Tenant's sole cost and
     expense, information confirming:

          (a)  Construction progress

          (b)  That there are no liens outstanding against the Premises arising
               out of or in connection with the work

          (c)  That all construction prior to the date thereof has been done
               substantially in accordance with the plans and specifications
               approved by Landlord ("Architect's Certificate of Completion").

     (j)  Landlord shall pay the 6th Floor Allowance owed to Tenant, or so much
          thereof as is then due (which may or may not be all of the 6th Floor
          Allowance available under this Fourth Amendment) within thirty (30)
          days after receipt by Landlord of the of the information requested in
          Section 10(i) above, which information may include; 1) lien waivers,
          2) Architect's Certificate of Completion, 3) affidavits and other
          related items from the Tenant's contractor, sufficient to waive and
          release any lien claims of any party whatsoever, with respect to the
          Premises, Building and Land, including, but not limited to, the claims
          of any subcontractors and material suppliers engaged by, through or
          under the Tenant's contractor, and 4) a Certificate of Occupancy
          (unless as a result of Landlord's action or condition of the Building
          or Shell Condition such Certificate of Completion or Certificate of
          Occupancy is not obtainable, in which case payment shall be made
          without such Certificates).

     (k)  Any portion of the improvement allowance not expended by the Tenant
     for improvements shall be credited to Tenant either in the form of free
     rent or cash upon occupancy of the expansion space.

11.  PARKING. With respect to the 6th Floor Space, Landlord shall provide
     parking at a ratio of two and one-half (2.5) parking spaces per 1,000
     square feet of rentable space in the 6th Floor Space. The rates for such
     parking spaces, which Tenant does hereby covenant and agree to pay, are
     currently $90.00 per parking space, per month, for unreserved parking
     spaces; $135.00 per parking space, per month, for reserved parking spaces
     in the Building's parking deck; and $180.00 per parking space, per month,
     for reserved parking spaces under the Building, as all such rates may be
     increased by Landlord as of January 1, 2005, in connection with changes to
     the parking rates for the Building, as established by Landlord and in
     accordance to limitations under original lease dated February 16, 2001. As
     a part of and

                                        7
<Page>

     within the total number of parking spaces to which Tenant has rights under
     the Lease for all of the Premises, Landlord shall allocate for Tenant's use
     with respect to all of the Premises, and Tenant shall accept, a total of
     six (6) reserved parking spots in either the parking area underneath the
     Building or in the Building's parking deck, at Tenant's option.

12.  BUILDING OPERATING HOURS. The Building operating hours with respect to the
     Premises shall be changed so that they commence at 7:00 A.M (and not 8:00
     A.M. as set forth in the Lease), Monday through Friday.

13.  SIGNAGE. Subject to and as limited by all applicable laws and City of
     Atlanta zoning ordinances (and Landlord makes no warranty or representation
     hereunder as to the effect or limitations of such laws and ordinances on
     the obligations of Landlord under this paragraph), Landlord shall provide,
     at its expense, signage for Tenant in a quality manner either on the
     fascia of the Building or as a free-standing sign to be built at an
     location reasonably selected by Landlord. This signage will be in a
     prominent location and of a reasonable size, and will be subject to the
     reasonable approval of Landlord and Tenant. Signage plans and
     specifications will be provided by Landlord to Tenant for review with a
     signage completion date to be as soon as reasonably practical, given the
     approval requirements of the City of Atlanta. Tenant acknowledges that the
     name of the Building or other tenants' names, logotypes, or both, may be
     placed upon or be a part of any such signage. The signage provided to
     Tenant will be more prominent than the signage provided to any other
     Building tenant, unless another Building tenant occupies more square
     footage than Tenant, in which case such other Building tenant can be
     provided more prominent signage.

14.  BROKERAGE COMMISSION; INDEMNITY. RICHARD BOWERS & COMPANY ("BOWERS") HAS
     ACTED AS AGENT FOR TENANT IN THIS TRANSACTION. BOWERS SHALL BE PAID A
     COMMISSION BY LANDLORD. Tenant warrants that there are no other claims for
     broker's commissions or finder's fees in connection with its execution of
     this Lease. Tenant hereby indemnifies Landlord and holds Landlord harmless
     from and against all loss, cost, damage or expense, including, but not
     limited to, attorney's fees and court costs, incurred by Landlord as a
     result of or in conjunction with a claim of any real estate agent or
     broker, if made by, through or under Tenant. Landlord hereby indemnifies
     Tenant and holds Tenant harmless from and against all loss, cost, damage or
     expense, including, but not limited to, attorney's fees and court costs,
     incurred by Tenant as a result of or in conjunction with a claim of any
     real estate agent or broker, if made by, through or under Landlord.

15.  LANDLORD REPRESENTATION. Landlord represents and warrants to Tenant that,
     as of the date of this Fourth Amendment, there is no underlying land lease,
     mortgage, or first priority security interest affecting the Lease or this
     Fourth Amendment or encumbering the Property or Building.

                                        8
<Page>

16.  TENANT IMPROVEMENTS. Section 7(a)(iii) of the Lease is hereby amended to
     increase the improvement cost threshold from $5,000 to $25,000.

17.  RENEWAL OF LEASE. (a) Provided this Lease is then in full force and effect
     and Tenant is in full compliance with the terms and conditions of this
     Lease, and there is no sublease of in excess of fifty percent (50%) of the
     rentable square feet within the Premises, Landlord hereby grants to Tenant,
     as a replacement of all rights for Tenant to extend the Lease Term under
     the Lease, an option to renew the lease for the entire 101,572 square feet
     for one period of five (5) years (the "Renewal Term"), at a rental rate
     equal to the rental rate set forth in Section l7(b) below. Tenant shall
     notify Landlord no less than nine (9) months prior to the end of the Term
     if Tenant desires to renew this Lease under the terms of this Section 17(b)
     below. If Tenant does give such notice, then the Term shall be extended by
     said five (5) year period, upon the same terms and conditions as contained
     in the Lease and this Fourth Amendment, except that there shall be no
     allowances available except as expressly set forth in this Special
     Stipulation 3 to the Lease, and the rent for such period shall be the rent
     as set forth in Section 17(b) below, with Tenant's Share of Operating Costs
     being due and payable by Tenant, in addition to the amounts set forth
     below, on the same basis as they were paid during the initial Term. There
     shall be a refurbishment allowance available to Tenant for such Renewal
     Term, of Five and No/100 Dollars ($5.00) per rentable square foot therein,
     for work in and improvements actually made in the Premises. Such
     refurbishment allowance shall be available and shall be funded at the
     commencement of the Renewal Term. If Tenant fails to give such notice of
     desired renewal within said period set forth above, then Tenant shall have
     no further rights to renew or extend the Term.

     (b)  The Base Rental rate due from Tenant for the Renewal Term shall be as
     follows:

<Table>
<Caption>
                                                        BASE RENTAL (PER
                                                        RENTABLE SQUARE
                    PERIOD                              FOOT PER ANNUM)
                    ------                              ----------------
          <S>                                               <C>
          July 1, 2015 - June 30, 2016                      $ 33.597
          July 1, 2016 - June 30, 2017                      $ 34.335
          July 1, 2017 - June 30, 2018                      $ 35.095
          July 1, 2018 - June 30, 2019                      $ 35.878
          July 1, 2019 - June 30, 2020                      $ 36.684
</Table>

8.   NO OTHER MODIFICATIONS. Except as expressly modified by this Fourth
     Amendment, the Lease remains unmodified and in full force and effect.

                                        9
<Page>

GEORGIA LAW. This Fourth Amendment shall be construed and interpreted under the
laws of the State of Georgia.

TRANSFERS, SUCCESSORS AND ASSIGNS. This Fourth Amendment shall inure to the
benefit of and be binding upon Landlord, Tenant, and their respective transfers,
successors and assigns.

BOARD APPROVAL. This Fourth Amendment is being executed with the understanding
that its terms must be approved by Tenant's Board of Directors. If Tenant's
Board of Directors does not approve the terms of this Fourth Amendment, Tenant
shall have the right to void this Fourth Amendment in its entirety by giving
written notice to Landlord on or before January 17, 2005.

<Page>

     IN WITNESS WHEREOF, the undersigned have caused this Fourth Amendment to be
xecuted under seal and delivered, on the day and year first above written.

                                        TENANT:

                                        THE WILLIAM CARTER COMPANY

                                        By: /s/ Michael D. Casey
                                           ----------------------------
                                           Authorized Signature

                                            /s/ Michael D. Casey
                                           ----------------------------
                                            Printed name of Signatory

                                                   EVP & CFO
                                           ----------------------------
                                            Title of Signatory

                                        By: /s/ Clyde D. Stutts
                                           ----------------------------
                                            Authorized Signature

                                            /s/ Clyde D. Stutts
                                           ----------------------------
                                            Printed name of Signatory

                                              VP Human Resources
                                           ----------------------------
                                            Title of Signatory


                                            (CORPORATE SEAL)


                                        LANDLORD:


                                        THE MANUFACTURERS LIFE INSURANCE
                                        COMPANY (USA)


                                        By: /s/ Terry L. Gilliam
                                           -------------------------------------
                                            Terry L. Gilliam, Regional Director

                                       11