INDUSTRIAL LEASE AGREEMENT

THIS
LEASE AGREEMENT (the Lease) is made as of the Lease Date
(as defined in Section 37 herein) by and between HAMILTON MILL BUSINESS CENTER,
LLC, a Delaware limited liability company (Landlord), and GLOBAL
EQUIPMENT COMPANY, INC., a New York corporation (Tenant) (the words
Landlord and Tenant to include their respective legal
representatives, successors and permitted assigns where the context requires or
permits).

W I T N E S S E T H:

| | 1. | Basic Lease Provisions. The following constitute the basic provisions of
this Lease:
| | -- | ------------------------------------------------------------------------------------

| | (a) | Demised Premises Address: | 2505 Mill Center Parkway, Suite 100
Buford, Georgia 30518
| | --- | ------------------------- | ---------------------------------------------------------

| | (b) | Demised Premises Square Footage: | approximately 517,628 sq. ft.
| | --- | -------------------------------- | -----------------------------

| | (c) | Building Square Footage: | approximately 647,228 sq. ft.
| | --- | ------------------------ | -----------------------------

| | (d) | Annual Base Rent: | 
| | --- | ----------------- | 

| | Lease Year 1 | $1,552,884.00
(annualized) | (plus the prorated amount for any Fractional
Month per Section 3 hereof, if applicable) [per Section 3 hereof, Lease Year 1
includes 15 months (3 months of free Base Rent, plus the next 12 months after
the Base Rent Commencement Date)]
| | ------------ | -------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Lease Years 2-5 | $1,552,884.00 | 
| | --------------- | ------------- | 

| | Lease Years 6-10 | $1,734,054.00 | 
| | ---------------- | ------------- | 

| | (e) | Monthly Base Rent Installments: | 
| | --- | ------------------------------- | 

| | Lease Year 1      Months 1-3:
     Months 4-15: | $0.00 $129,407.00 | (plus the prorated amount for any Fractional Month per Section 3 hereof, if
applicable)
| | ----------------------------------------------- | ----------------- | ---------------------------------------------------------------------------------------

| | Lease Years 2-5
     Months 16-63: | $129,407.00 | 
| | ---------------------------------- | ----------- | 

| | Lease Years 6-10
     Months 64-123: | $144,504.50 | 
| | ------------------------------------ | ----------- | 

| | (f) | Lease Commencement Date: | May 1, 2006, or any earlier date upon which Tenant commences
business operations from the Demised Premises
| | --- | ------------------------ | ----------------------------------------------------------------------------------------------------------

| | (g) | Base Rent Commencement Date: | August 1, 2006
| | --- | ---------------------------- | --------------

| | (h) | Expiration Date: | July 31, 2016
| | --- | ---------------- | -------------

| | (i) | Primary Term: One hundred twenty-three (123) months plus, in the
event the Base Rent Commencement Date does not occur on the first (1st) day of a
calendar month, the period from and including the Base Rent Commencement Date to
and including the last day of the calendar month in which the Base Rent
Commencement Date occurs (if applicable, the "Fractional Month")
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (j) | Tenant's Operating Expense Percentage: | 79.98%
| | --- | -------------------------------------- | ------

| | (k) | Security Deposit: | $0.00
| | --- | ----------------- | -----

| | (l) | Permitted Use: | Warehouse and distribution, and office, administrative and retail uses
reasonably incidental or ancillary thereto.
| | --- | -------------- | ------------------------------------------------------------------------------------------------------------------

| | (m) | Address for notice: | 
| | --- | ------------------- | 

| |  | Landlord: | Hamilton Mill Business Center, LLC
c/o IDI, Inc.
3424 Peachtree Road, N.E., Suite 1500
Atlanta, Georgia 30326
Attn: Manager - Lease Administration
| |  | --------- | --------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Tenant: | Global Equipment Company, Inc.
11 Harbor Park Drive
Port Washington, New York 11050
Attn: General Counsel
| |  | ------- | ---------------------------------------------------------------------------------------------------------

| |  | With a copy to: | JPMorgan Chase Bank, N.A.
1166 Avenue of the Americas, 16th Floor,
New York, New York, 10036
Attention: Credit Deputy.
| |  | --------------- | ----------------------------------------------------------------------------------------------------------------------

| | (n) | Address for rental payments: | Hamilton Mill Business Center, LLC
c/o IDI Services Group, LLC
P. O. Box 281464
Atlanta, Georgia  30384-1464
| | --- | ---------------------------- | ------------------------------------------------------------------------------------------------------------

| | (o) | Broker(s): | Cushman & Wakefield of Georgia
| | --- | ---------- | ------------------------------

| | (p) | Guarantor: | Systemax, Inc., a Delaware corporation
| | --- | ---------- | --------------------------------------

2.  Demised Premises. For and in consideration of the
rent hereinafter reserved and the mutual covenants hereinafter contained,
Landlord does hereby lease and demise unto Tenant, and Tenant does hereby hire,
lease and accept, from Landlord all upon the terms and conditions hereinafter
set forth the following premises, referred to as the Demised
Premises, as outlined on Exhibit A attached hereto and incorporated
herein: an agreed upon approximately 517,628 square feet of space, approximately
29,000 square feet of which is office space, having an address as set forth in
Section 1(a), located within Building M (the Building), which
contains a total of an agreed upon approximately 647,228 square feet and is
located within Hamilton Mill Business Center (the Project), located
in Gwinnett County, Georgia. On or prior to the Lease Commencement Date,
Landlord shall deliver to Tenant a certificate from Landlords architect
certifying the square feet of space contained in the Building; provided,
however, that Landlord and Tenant hereby acknowledge and agree that,
notwithstanding the fact that the actual square footage of the Building as set
forth in such certificate may differ from that set forth in Section 1(c) above,
there will be no adjustment to Annual Base Rent or Monthly Base Rent
Installments payable by Tenant hereunder as a result of such
difference.

3.  Term. To have and to hold the Demised Premises for a
preliminary term (the Preliminary Term) commencing on the Lease Date
and ending on the day immediately preceding the Lease Commencement Date as set
forth in Section 1(f), and a primary term (the Primary Term)
commencing on the Lease Commencement Date and terminating on the Expiration Date
as set forth in Section 1(h), as the Lease Commencement Date and the Expiration
Date may be revised pursuant to Section 17 (the Preliminary Term, the Primary
Term, and any and all extensions thereof, herein referred to as the
Term). The term Lease Year, as used in this Lease, shall
mean the 12-month period commencing on the Base Rent Commencement Date, and each
12-month period thereafter during the Term; provided, however, that
(i) if the Base Rent Commencement Date occurs after the Lease Commencement
Date, the first Lease Year will include the period between the Lease
Commencement Date and the Base Rent Commencement Date, and (ii) if the Base
Rent Commencement Date is a day other than the first day of a calendar month,
the first Lease Year shall include the resulting Fractional Month and shall
extend through the end of the twelfth (12th) full calendar month following the
Base Rent Commencement Date.

4.  Base Rent. Tenant shall pay to Landlord at the
address set forth in Section 1(n), as base rent for the Demised Premises,
commencing on the Base Rent Commencement Date and continuing throughout the Term
in lawful money of the United States, the annual amount set forth in Section
1(d) payable in equal monthly installments as set forth in Section 1(e) (the
Base Rent), payable in advance, without demand and without
abatement, reduction, set-off or deduction, on the first day of each calendar
month during the Term. If the Base Rent Commencement Date shall fall on a day
other than the first day of a calendar month, the Base Rent shall be apportioned
pro rata on a per diem basis for the resulting Fractional Month (which pro rata
payment shall be due and payable on the Base Rent Commencement Date). No payment
by Tenant or receipt by Landlord of rent hereunder shall be deemed to be other
than on account of the amount due, and no endorsement or statement on any check
or any letter accompanying any check or payment of rent shall be deemed an
accord and satisfaction, and Landlord may accept such check as payment without
prejudice to Landlords right to recover the balance of such installment or
payment of rent or pursue any other remedies available to Landlord.

5.  Reserved.

6.  Operating Expenses and Additional Rent.

(a)   
Tenant agrees to pay as Additional Rent (as defined in Section 6(b) below) its
proportionate share of Operating Expenses (as hereinafter defined).
Operating Expenses shall be defined as all reasonable expenses for
operation, repair, replacement and maintenance as necessary to keep the Building
and the common areas, driveways, and parking areas associated therewith
(collectively, the Building Common Area) fully operational and in
good order, condition and repair, including but not limited to, utilities for
the Building Common Area, expenses associated with the driveways and parking
areas (including sealing and restriping, and trash removal), security systems,
fire detection and prevention systems, lighting facilities, landscaped areas,
walkways, painting and caulking, directional signage, curbs, drainage strips,
sewer lines, all charges assessed against or attributed to the Building pursuant
to any applicable easements, covenants, restrictions, agreements, declaration of
protective covenants or development standards, all real property taxes and
special assessments imposed upon the Building, the Building Common Area and the
land on which the Building and the Building Common Area are constructed, all
costs of insurance paid by Landlord with respect to the Building and the
Building Common Area (including, without limitation, commercially reasonable
deductibles), and costs of improvements to the Building and the Building Common
Area required by any law, ordinance or regulation applicable to the Building and
the Building Common Area generally (and not because of the particular use of the
Building or the Building Common Area by a particular tenant), which cost shall
be amortized on a straight line basis over the useful life of such improvement,
as reasonably determined by Landlord. Operating Expenses shall not include
expenses for the costs of any maintenance and repair required to be performed by
Landlord at its own expense under Section (10)(b). Further, Operating
Expenses shall not include (i) property management fees or (ii) the costs for
capital improvements unless such costs are incurred for the purpose of causing a
material decrease in the Operating Expenses of the Building or the Building
Common Area (in which case such costs shall be amortized on a straight line
basis over the useful life of such capital improvement, as reasonably determined
by Landlord or are incurred with respect to improvements made to comply with
laws, ordinances or regulations as described above. The proportionate share of
Operating Expenses to be paid by Tenant shall be a percentage of the Operating
Expenses based upon the proportion that the square footage of the Demised
Premises bears to the total square footage of the Building (such figure referred
to as Tenants Operating Expense Percentage and set forth in
Section 1(j)); provided that, as to management fees, Tenant shall pay Landlord
the management fees directly attributable to the Rent (as hereinafter defined)
payable hereunder with respect to the Demised Premises, and not Tenants
Operating Expense Percentage of the management fees payable on the entire
Building. Notwithstanding the foregoing, Landlord shall, in Landlords
reasonable discretion, have the right to adjust Tenants proportionate
share of individual components of Operating Expenses if Tenants Operating
Expense Percentage thereof would not equitably allocate to Tenant its share of
such component of Operating Expenses in light of Tenants particular use
of, manner of use of and/or level of tenant improvements in the Demised
Premises. Prior to or promptly after the beginning of each calendar year during
the Term, Landlord shall estimate the total amount of Operating Expenses to be
paid by Tenant during each such calendar year and Tenant shall pay to Landlord
one-twelfth (1/12) of such sum on the first day of each calendar month during
each such calendar year, or part thereof, during the Term. Within a reasonable
time after the end of each calendar year, Landlord shall submit to Tenant an
itemized statement of the actual amount of Operating Expenses for such calendar
year, and the actual amount owed by Tenant, and within thirty (30) days after
receipt of such statement, Tenant shall pay any deficiency between the actual
amount owed and the estimates paid during such calendar year, or in the event of
overpayment, Landlord shall credit the amount of such overpayment toward the
next installment of Operating Expenses owed by Tenant or remit such overpayment
to Tenant if the Term has expired or has been terminated and no Event of Default
exists hereunder. The obligations in the immediately preceding sentence shall
survive the expiration or any earlier termination of this Lease. If the Lease
Commencement Date shall fall on other than the first day of the calendar year,
and/or if the Expiration Date shall fall on other than the last day of the
calendar year, Tenants proportionate share of the Operating Expenses for
such calendar year shall be apportioned prorata.

(b)   Any amounts required to be
paid by Tenant hereunder (in addition to Base Rent) and any charges or expenses
incurred by Landlord on behalf of Tenant under the terms of this Lease shall be
considered Additional Rent payable in the same manner and upon the
same terms and conditions as the Base Rent reserved hereunder except as set
forth herein to the contrary (all such Base Rent and Additional Rent sometimes
being referred to collectively herein as Rent). Any failure on the
part of Tenant to pay such Additional Rent when and as the same shall become due
shall entitle Landlord to the remedies available to it for non-payment of Base
Rent. Tenants obligations for payment of Additional Rent shall begin to
accrue on the Lease Commencement Date regardless of the Base Rent Commencement
Date.

(c)   If applicable in the
jurisdiction where the Demised Premises are located, Tenant shall pay and be
liable for all rental, sales, use and inventory taxes or other similar taxes, if
any, on the amounts payable by Tenant hereunder levied or imposed by any city,
state, county or other governmental body having authority, such payments to be
in addition to all other payments required to be paid to Landlord by Tenant
under the terms of this Lease. Such payment shall be made by Tenant directly to
such governmental body if billed to Tenant, or if billed to Landlord, such
payment shall be paid concurrently with the payment of the Base Rent, Additional
Rent, or such other charge upon which the tax is based, all as set forth
herein.

7.  Use of Demised Premises.

(a)   
The Demised Premises shall be used for the Permitted Use set forth in Section
1(l) and for no other purpose.

(b)   Tenant will permit no liens
to attach or exist against the Demised Premises, and shall not commit any
waste.

(c)   The Demised Premises shall
not be used for any illegal purposes, and Tenant shall not allow, suffer, or
permit any vibration, noise, odor, light or other effect to occur within or
around the Demised Premises that could constitute a nuisance or trespass for
Landlord or any occupant of the Building or an adjoining building, its
customers, agents, or invitees. Upon notice by Landlord to Tenant that any of
the aforesaid prohibited uses are occurring, Tenant agrees to promptly remove or
control the same.

(d)   Tenant shall not in any way
violate any law, ordinance or restrictive covenant affecting the Demised
Premises, including specifically, but without limitation, that certain
Declaration of Protective Covenants, Agreements, Easements, Charges and Liens
for Hamilton Mill Business Center dated May 31, 2001 and recorded in Book 23510,
Page 235 of the Gwinnett County, Georgia public records, as amended by that
certain Amendment No. 1 to Declaration of Protective Covenants, Agreements,
Easements, Charges and Liens for Hamilton Mill Business Center, recorded in Deed
Book 24400, Page 183, aforesaid records (as amended from time to time, the
Protective Covenants), and shall not in any manner use the Demised
Premises so as to cause cancellation of, prevent the use of, or increase the
rate of, the fire and extended coverage insurance policy required hereunder.
Landlord makes no (and does hereby expressly disclaim any) covenant,
representation or warranty as to the Permitted Use being allowed by or being in
compliance with any applicable laws, rules, ordinances or restrictive covenants
now or hereafter affecting the Demised Premises, and any zoning letters, copies
of zoning ordinances or other information from any governmental agency or other
third party provided to Tenant by Landlord or any of Landlords agents or
employees shall be for informational purposes only, Tenant hereby expressly
acknowledging and agreeing that Tenant shall conduct and rely solely on its own
due diligence and investigation with respect to the compliance of the Permitted
Use with all such applicable laws, rules, ordinances and restrictive covenants
and not on any such information provided by Landlord or any of its agents or
employees. Notwithstanding anything herein to the contrary, Landlord represents
and warrants that, as of the Lease Date, the Demised Premises is zoned M-1,
Light Industry under the City of Buford zoning ordinance, and (ii) the Permitted
Use is an allowed use under the Protective Covenants.

(e)   In the event insurance
premiums pertaining to the Demised Premises, the Building, or the Building
Common Area, whether paid by Landlord or Tenant, are increased over the least
hazardous rate available due to the nature of the use of the Demised Premises by
Tenant, Tenant shall pay such additional amount as Additional Rent.

8.  
Insurance.

(a)   Tenant covenants and agrees
that from and after the Lease Commencement Date or any earlier date upon which
Tenant enters or occupies the Demised Premises or any portion thereof, Tenant
will carry and maintain, at its sole cost and expense, the following types of
insurance, in the amounts specified and in the form hereinafter provided
for:

(i)   
Liability insurance in the Commercial General Liability form (including Broad
Form Property Damage and Contractual Liabilities or reasonable equivalent
thereto) covering the Demised Premises and Tenants use thereof against
claims for bodily injury or death, property damage and product liability
occurring upon, in or about the Demised Premises, such insurance to be written
on an occurrence basis (not a claims made basis), to be in combined single
limits amounts not less than $3,000,000.00 and to have general aggregate limits
of not less than $10,000,000.00 for each policy year. The insurance coverage
required under this Section 8(a)(i) shall, in addition, extend to any liability
of Tenant arising out of the indemnities provided for in Section 11 and, if
necessary, the policy shall contain a contractual endorsement to that
effect.

(ii)   
Insurance covering (A) all of the items included in the leasehold improvements
constructed in the Demised Premises by or at the expense of Landlord
(collectively, the Improvements), including but not limited to
demising walls and the heating, ventilating and air conditioning system and (B)
Tenants trade fixtures, merchandise and personal property from time to
time in, on or upon the Demised Premises, in an amount not less than one hundred
percent (100%) of their full replacement value from time to time during the
Term, providing protection against perils included within the standard form of
Special Form fire and casualty insurance policy, together with
insurance against sprinkler damage, vandalism and malicious mischief. Any policy
proceeds from such insurance relating to the Improvements shall be used solely
for the repair, construction and restoration or replacement of the Improvements
damaged or destroyed unless this Lease shall cease and terminate under the
provisions of Section 20.

(b)   All policies of the
insurance provided for in Section 8(a) shall be issued in form reasonably
acceptable to Landlord by insurance companies with a rating of not less than
A, and financial size of not less than Class XII, in the most
current available Bests Insurance Reports, and licensed to do
business in the state in which the Building is located. Each and every such
policy:

(i)   
shall name Landlord, Lender (as defined in Section 24), and any other party
reasonably designated by Landlord, as an additional insured. In addition, the
coverage described in Section 8(a)(ii)(A) relating to the Improvements
shall also name Landlord as loss payee;

(ii)   
shall be delivered to Landlord, in the form of an insurance certificate
acceptable to Landlord as evidence of such policy, prior to the Lease
Commencement Date and thereafter within thirty (30) days prior to the expiration
of each such policy, and, as often as any such policy shall expire or terminate.
Renewal or additional policies shall be procured and maintained by Tenant in
like manner and to like extent;

(iii)   
shall contain a provision that the insurer will give to Landlord and such other
parties in interest at least thirty (30) days notice in writing in advance of
any material change, cancellation, termination or lapse, or the effective date
of any reduction in the amounts of insurance; and

(iv)   
shall be written as a primary policy which does not contribute to and is not in
excess of coverage which Landlord may carry.

(c)   In the event that Tenant
shall fail to carry and maintain the insurance coverages set forth in this
Section 8, Landlord may upon thirty (30) days notice to Tenant (unless such
coverages will lapse in which event no such notice shall be necessary) procure
such policies of insurance and Tenant shall promptly reimburse Landlord
therefor.

(d)   Notwithstanding anything to
the contrary contained in this Lease, Landlord and Tenant hereby waive any
rights each may have against the other on account of any loss or damage
occasioned to Landlord or Tenant, as the case may be, their respective property,
the Demised Premises, its contents or to the other portions of the Building,
arising from any risk covered by Special Form fire and extended
coverage insurance of the type and amount required to be carried hereunder,
provided that such waiver does not invalidate such policies or prohibit recovery
thereunder. The parties hereto shall cause their respective insurance companies
insuring the property of either Landlord or Tenant against any such loss, to
waive any right of subrogation that such insurers may have against Landlord or
Tenant, as the case may be.

9.  Utilities. During the Term, Tenant shall promptly pay
as billed to Tenant all rents and charges for water and sewer services and all
costs and charges for gas, steam, electricity, fuel, light, power, telephone,
heat and any other utility or service used or consumed in or servicing the
Demised Premises and all other costs and expenses involved in the care,
management and use thereof as charged by the applicable utility companies. All
such utilities, except for sewer and water, shall be separately metered and
billed to Tenant, and Tenant shall establish an account with the utility
provider with respect to each such separately metered utility. Sewer and water
shall not be separately metered, and shall be billed to Tenant by Landlord, at
Landlords actual cost, in an amount equal to a reasonable estimation of
such utilities actually used by Tenant. Tenants obligation for payment of
all utilities shall commence on the earlier of the Lease Commencement Date or
the date of Tenants actual occupancy of all or any portion of the Demised
Premises, including any period of occupancy prior to the Lease Commencement
Date, regardless of whether or not Tenant conducts business operations during
such period of occupancy. In the event Tenants use of any utility not
separately metered is in excess of the average use by other tenants, Landlord
shall have the right to install a meter for such utility, at Tenants
expense, and bill Tenant for Tenants actual use. If Tenant fails to pay
any utility bills or charges, Landlord may, at its option and upon reasonable
notice to Tenant, pay the same and in such event, the amount of such payment,
together with interest thereon at the Interest Rate as defined in Section 32
from the date of such payment by Landlord, will be added to Tenants next
payment due as Additional Rent.

10.  Maintenance and Repairs.

(a)   Tenant shall, at its own
cost and expense, maintain in good condition and repair and replace as necessary
the interior of the Demised Premises, including but not limited to the heating,
air conditioning and ventilation systems, glass, windows and doors, sprinkler,
all plumbing and sewage systems, fixtures, interior walls, floors (including
floor slabs except as provided for in Section 10(b) below), ceilings,
storefronts, plate glass, skylights, all electrical facilities and equipment
including, without limitation, lighting fixtures, lamps, fans and any exhaust
equipment and systems, electrical motors, and all other appliances and equipment
(including, without limitation, dock levelers, dock shelters, dock seals and
dock lighting) of every kind and nature located in, upon or about the Demised
Premises, except as to such maintenance, repair and replacement as is the
obligation of Landlord pursuant to Section 10(b). During the Term, Tenant shall
maintain in full force and effect a service contract for the maintenance of the
heating, ventilation and air conditioning systems with an entity reasonably
acceptable to Landlord; provided, however, that during the one year period
following the Lease Commencement Date, such service contract shall be maintained
with the contractor that installed the heating, ventilation and air conditioning
systems and shall provide for at least two preventive maintenance service calls
during such one year period. Tenant shall deliver to Landlord (i) a copy of said
service contract prior to the Lease Commencement Date, and (ii) thereafter, a
copy of a renewal or substitute service contract within thirty (30) days prior
to the expiration of the existing service contract. Tenants obligation
shall exclude any maintenance, repair and replacement required because of the
act or negligence of Landlord, its employees, contractors or agents, which shall
be the responsibility of Landlord.

(b)   Landlord shall, at its own
cost and expense, maintain in good condition and repair the foundation (beneath
the floor slab except as hereinafter set forth), the roof and structural frame
of the Building. In addition, Landlord shall be responsible for damage to the
floor slab caused by defect in the foundation or structural frame of the
Building, specifically excluding, however, damage caused by the use of the floor
or Demised Premises by Tenant or any Tenants Affiliates. Landlords
obligation shall exclude the cost of any maintenance or repair required because
of the act or negligence of Tenant or any of Tenants subsidiaries or
affiliates, or any of Tenants or such subsidiaries or
affiliates agents, contractors, employees, licensees or invitees
(collectively, Tenants Affiliates), the cost of which shall be
the responsibility of Tenant. Landlord shall never have any obligation to
repair, maintain or replace, pursuant to this subsection 10(b) or any other
provision of this Lease, any Tenants Change (as defined in Section 18
hereof).

(c)   Unless the same is caused
solely by the negligent action or inaction of Landlord, its employees or agents,
and is not covered by the insurance required to be carried by Tenant pursuant to
the terms of this Lease, Landlord shall not be liable to Tenant or to any other
person for any damage occasioned by failure in any utility system or by the
bursting or leaking of any vessel or pipe in or about the Demised Premises, or
for any damage occasioned by water coming into the Demised Premises or arising
from the acts or neglects of occupants of adjacent property or the
public.

11.  Tenants Personal Property; Indemnity. All of
Tenants personal property in the Demised Premises shall be and remain at
Tenants sole risk. Landlord, its agents, employees and contractors, shall
not be liable for, and Tenant hereby releases Landlord from, any and all
liability for theft thereof or any damage thereto occasioned by any act of God
or by any acts, omissions or negligence of any persons. Landlord, its agents,
employees and contractors, shall not be liable for any injury to the person or
property of Tenant or other persons in or about the Demised Premises, Tenant
expressly agreeing to indemnify and save Landlord, its agents, employees and
contractors, harmless, in all such cases, except, in the case of personal injury
only, to the extent caused by the negligence of Landlord, its agents, employees
and contractors. Tenant further agrees to indemnify and reimburse Landlord for
any costs or expenses, including, without limitation, attorneys fees, that
Landlord reasonably may incur in investigating, handling or litigating any such
claim against Landlord by a third person, unless such claim arose from the
negligence of Landlord, its agents, employees or contractors. The provisions of
this Section 11 shall survive the expiration or earlier termination of this
Lease with respect to any damage, injury or death occurring before such
expiration or termination.

12.  Tenants Fixtures. Without requiring
compliance with Section 18 hereof, Tenant shall have the right to install in the
Demised Premises trade fixtures required by Tenant or used by it in its
business, and if installed by Tenant, to remove any or all such trade fixtures
from time to time during and upon termination or expiration of this Lease,
provided, however, that Tenant shall repair and restore any damage
or injury to the Demised Premises (to the condition in which the Demised
Premises existed prior to such installation), normal wear and tear excepted,
caused by the installation and/or removal of any such trade fixtures.
Notwithstanding the foregoing, Landlord acknowledges and agrees that
Tenants racking will be anchored to the concrete floor slab of the Demised
Premises and upon vacating the Demised Premises these anchors will be cut flush
with the slab and not removed or filled.

13.  Signs. No sign, advertisement or notice shall be
inscribed, painted, affixed, or displayed on the windows or exterior walls of
the Demised Premises or on any public area of the Building, except in such
places, numbers, sizes, colors and styles as are approved in advance in writing
by Landlord, which approval shall not be unreasonably withheld or delayed and
which conform to all applicable laws, ordinances, or covenants affecting the
Demised Premises, including, without limitation, the Protective Covenants. Any
and all signs installed or constructed by or on behalf of Tenant pursuant hereto
shall be installed, maintained and removed by Tenant at Tenants sole cost
and expense.

14.  
Waiver of Landlords Lien. Landlord waives any statutory liens and
any rights of distraint with respect to Tenants inventory and property.
This lease does not grant a contractual lien or any other express or implied
security interest to Landlord with respect to Tenants inventory or
property. Landlord acknowledges that pursuant to a security agreement between
the Tenant and Tenants lenders including JP Morgan Chase Bank (the
Lenders), the Lenders have a security interest in Tenants inventory
and other property. Upon execution of this Lease, the Landlord agrees to execute
the Landlord Waiver and Consent in the form attached hereto as Exhibit G
and by this reference made a part hereof.

15.  Governmental Regulations. Tenant shall promptly
comply throughout the Term, at Tenants sole cost and expense, with all
present and future laws, ordinances, orders, rules, regulations or requirements
of all federal, state and municipal governments and appropriate departments,
commissions, boards and officers thereof (collectively, Governmental
Requirements) relating to (a) all or any part of the Demised Premises, and
(b) the use or manner of use of the Demised Premises and the Building Common
Area. Tenant shall also observe and comply with the requirements of all policies
of public liability, fire and other policies of insurance at any time in force
with respect to the Demised Premises. Without limiting the foregoing, if as a
result of one or more Governmental Requirements it is necessary, from time to
time during the Term, to perform an alteration or modification of the Demised
Premises, the Building or the Building Common Area (a Code
Modification) which is made necessary as a result of the specific use
being made by Tenant of the Demised Premises or a Tenants Change, then
such Code Modification shall be the sole and exclusive responsibility of Tenant
in all respects; any such Code Modification shall be promptly performed by
Tenant at its expense in accordance with the applicable Governmental Requirement
and with Section 18 hereof. If as a result of one or more Governmental
Requirements it is necessary from time to time during the Term to perform a Code
Modification which (i) would be characterized as a capital expenditure under
generally accepted accounting principles and (ii) is not made necessary as
a result of the specific use being made by Tenant of the Demised Premises (as
distinguished from an alteration or modification which would be required to be
made by the owner of any warehouse-office building comparable to the Building
irrespective of the use thereof by any particular occupant) or a Tenants
Change, then (a) Landlord shall have the obligation to perform the Code
Modification at its expense, (b) the cost of such Code Modification shall be
amortized on a straight-line basis over the useful life of the item in question,
as reasonably determined by Landlord, and (c) Tenant shall be obligated to pay
(as Additional Rent, payable in the same manner and upon the same terms and
conditions as the Base Rent reserved hereunder) for (i) Tenants
proportionate share (based on Tenants Operating Expense Percentage) of the
portion of such amortized costs attributable to the remainder of the Term,
including any extensions thereof, with respect to any Code Modification
respecting the Building or the Building Common Area, and (ii) the entire portion
of such amortized costs attributable to the remainder of the Term, including any
extensions thereof, with respect to any Code Modification respecting the Demised
Premises. Tenant shall promptly send to Landlord a copy of any written notice
received by Tenant requiring a Code Modification.

16.  Environmental Matters.

(a)   For purposes of this
Lease:

(i)   
Contamination as used herein means the presence of or release of
Hazardous Substances (as hereinafter defined) into any environmental media from,
upon, within, below, into or on any portion of the Demised Premises, the
Building, the Building Common Area or the Project so as to require remediation,
cleanup or investigation under any applicable Environmental Law (as hereinafter
defined).

(ii)   
Environmental Laws as used herein means all federal, state, and
local laws, regulations, orders, permits, ordinances or other requirements,
which exist now or as may exist hereafter, concerning protection of human
health, safety and the environment, all as may be amended from time to time
including, without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. 9601 et seq. (CERCLA) and
the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq.
(RCRA).

(iii)   Hazardous Substances as used herein means
any hazardous or toxic substance, material, chemical, pollutant, contaminant or
waste as those terms are defined by any applicable Environmental Laws and any
solid wastes, polychlorinated biphenyls, urea formaldehyde, asbestos,
radioactive materials, radon, explosives, petroleum products and oil.

(b)   Landlord represents that,
except as revealed to Tenant in writing by Landlord, to Landlords actual
knowledge, Landlord has not treated, stored or disposed of any Hazardous
Substances upon or within the Demised Premises, nor, to Landlords actual
knowledge, has any predecessor owner of the Demised Premises.

(c)   Tenant covenants that all
its activities, and the activities of Tenants Affiliates (as defined in
Section 10(b)), on the Demised Premises, the Building, or the Project during the
Term will be conducted in compliance with Environmental Laws. Tenant warrants
that to its actual knowledge it is currently in compliance with all applicable
Environmental Laws and that there are no pending or threatened notices of
deficiency, notices of violation, orders, or judicial or administrative actions
involving alleged violations by Tenant of any Environmental Laws. Tenant, at
Tenants sole cost and expense, shall be responsible for obtaining all
permits or licenses or approvals under Environmental Laws necessary for
Tenants operation of its business on the Demised Premises and shall make
all notifications and registrations required by any applicable Environmental
Laws. Tenant, at Tenants sole cost and expense, shall at all times comply
with the terms and conditions of all such permits, licenses, approvals,
notifications and registrations and with any other applicable Environmental Laws
affecting in any way the Demised Premises. Tenant warrants that it has obtained
or will obtain by the Lease Commencement Date all such permits, licenses or
approvals and has made or will make by the Lease Commencement Date all such
notifications and registrations required by any applicable Environmental Laws
necessary for Tenants operation of its business on the Demised
Premises.

(d)   Tenant shall not cause or
permit any Hazardous Substances to be brought upon, kept or used in or about the
Demised Premises, the Building, or the Project without the prior written consent
of Landlord, which consent shall not be unreasonably withheld; provided,
however, that the consent of Landlord shall not be required for the use
at the Demised Premises of cleaning supplies, toner for photocopying machines
and other similar materials, in containers and quantities reasonably necessary
for and consistent with normal and ordinary use by Tenant in the routine
operation or maintenance of Tenants office equipment or in the routine
janitorial service, cleaning and maintenance for the Demised Premises. For
purposes of this Section 16, Landlord shall be deemed to have reasonably
withheld consent if Landlord determines that the presence of such Hazardous
Substance within the Demised Premises could result in a risk of harm to person
or property or otherwise negatively affect the value or marketability of the
Building or the Project.

(e)   Tenant shall not cause or
permit the release of any Hazardous Substances by Tenant or Tenants
Affiliates into any environmental media such as air, water or land, or into or
on the Demised Premises, the Building or the Project in any manner that violates
any Environmental Laws. If such release shall occur, Tenant shall (i) take
all steps reasonably necessary to contain and control such release and any
associated Contamination, (ii) clean up or otherwise remedy such release
and any associated Contamination to the extent required by, and take any and all
other actions required under, applicable Environmental Laws and
(iii) notify and keep Landlord reasonably informed of such release and
response.

(f)   Regardless of any consents
granted by Landlord pursuant to Section 16(d) allowing Hazardous Substances upon
the Demised Premises, Tenant shall under no circumstances whatsoever cause or
permit (i) any activity on the Demised Premises which would cause the
Demised Premises to become subject to regulation as a hazardous waste treatment,
storage or disposal facility under RCRA or the regulations promulgated
thereunder, (ii) the discharge of Hazardous Substances into the storm sewer
system serving the Project or (iii) the installation of any underground
storage tank or underground piping on or under the Demised Premises.

(g)   Tenant shall and hereby does
indemnify Landlord and hold Landlord harmless from and against any and all
reasonable and actual expense, loss, and liability suffered by Landlord (except
to the extent that such expenses, losses, and liabilities arise out of
Landlords own negligence or willful act), by reason of the storage,
generation, release, handling, treatment, transportation, disposal, or
arrangement for transportation or disposal, of any Hazardous Substances (whether
accidental, intentional, or negligent) by Tenant or Tenants Affiliates or
by reason of Tenants breach of any of the provisions of this Section 16.
Such expenses, losses and liabilities shall include, without limitation,
(i) any and all expenses that Landlord may incur to comply with any
Environmental Laws; (ii) any and all costs that Landlord may incur in
studying or remedying any Contamination at or arising from the Demised Premises,
the Building, or the Project; (iii) any and all costs that Landlord may
incur in studying, removing, disposing or otherwise addressing any Hazardous
Substances; (iv) any and all fines, penalties or other sanctions assessed
upon Landlord; and (v) any and all reasonable legal and professional fees
and costs incurred by Landlord in connection with the foregoing. The indemnity
contained herein shall survive the expiration or earlier termination of this
Lease.

17.  
Construction of Demised Premises.

(a)   Within thirty (30) days
after the Lease Date, Landlord shall prepare, at Landlords sole cost and
expense, and submit to Tenant a set of plans and specifications and/or
construction drawings (collectively, the Plans and Specifications)
based on the preliminary plans and specifications and/or preliminary floor plans
set forth on Exhibit B attached hereto and incorporated herein, covering
all work to be performed by Landlord in constructing the Improvements (as
defined in Section 8(a)(ii)). Tenant shall have ten (10) days after receipt of
the Plans and Specifications in which to review and to give to Landlord written
notice of its approval of the Plans and Specifications or its requested changes
to the Plans and Specifications. Tenant shall have no right to request any
changes to the Plans and Specifications which would materially alter either the
Demised Premises or the exterior appearance or basic nature of the Building, as
the same are contemplated by the Preliminary Plans. If Tenant fails to approve
or request changes to the Plans and Specifications by ten (10) days after its
receipt thereof, then Tenant shall be deemed to have approved the Plans and
Specifications and the same shall thereupon be final. If Tenant requests any
changes to the Plans and Specifications, Landlord shall make those changes which
are reasonably requested by Tenant and shall within ten (10) days of its receipt
of such request submit the revised portion of the Plans and Specifications to
Tenant. Tenant may not thereafter disapprove the revised portions of the Plans
and Specifications unless Landlord has unreasonably failed to incorporate
reasonable comments of Tenant and, subject to the foregoing, the Plans and
Specifications, as modified by said revisions, shall be deemed to be final upon
the submission of said revisions to Tenant. Tenant shall at all times in its
review of the Plans and Specifications, and of any revisions thereto, act
reasonably and in good faith. Tenant acknowledges that the Improvements are
being constructed on a fast track basis and that Landlord shall have
the right and option to submit various parts of the proposed Plans and
Specifications from time to time during said thirty (30) day period and the time
period for approval of any part of the proposed Plans and Specifications shall
commence upon receipt of each submission. After Tenant has approved the Plans
and Specifications or the Plans and Specifications have otherwise been finalized
pursuant to the procedures set forth hereinabove, any subsequent changes to the
Plans and Specifications requested by Tenant (herein referred to as a
Change Order) shall be at Tenants sole cost and expense and
subject to Landlords written approval, which approval shall not be
unreasonably withheld, conditioned or delayed. In the event Landlord approves
any such requested Change Order, Landlord shall give written notice thereof to
Tenant, which notice will specify the Change Order approved by Landlord as well
as the estimated incremental cost thereof. The cost to Tenant for Change Orders
shall be Landlords incremental cost plus ten percent (10%) of such amount
as Landlords overhead. Tenant acknowledges and agrees that Landlord shall
be under no obligation to proceed with any work related to the approved Change
Order unless and until Tenant delivers to Landlord an amount equal to the full
estimated incremental cost of such approved Change Order as set forth in
Landlords notice. When the final incremental cost of any such Change Order
has been determined and incurred, Landlord and Tenant each agree to pay or
refund the amounts owed to the other with respect to such Change Order, based on
the estimated payment made to Landlord. If after the Plans and Specifications
have been finalized pursuant to the procedures set forth hereinabove Tenant
requests a Change Order or any further changes to the Plans and Specifications
and, as a result thereof, Substantial Completion (as hereinafter defined) of the
Improvements is delayed, then for purposes of establishing the Lease
Commencement Date and any other date tied to the date of Substantial Completion,
Substantial Completion shall be deemed to mean the date when Substantial
Completion would have been achieved but for such Tenant delay.

(b)   Landlord shall use
reasonable speed and diligence to Substantially Complete the Improvements, at
Landlords sole cost and expense, and have the Demised Premises ready for
occupancy on or before the anticipated Lease Commencement Date of May 1, 2006
set forth in Section 1(f). If the Demised Premises are not Substantially
Complete on that date, such failure to complete shall not in any way affect the
obligations of Tenant hereunder except that the Lease Commencement Date, the
Base Rent Commencement Date, and the Expiration Date shall be postponed one day
for each day Substantial Completion is delayed until the Demised Premises are
Substantially Complete, unless the delay is caused by Tenants failure to
approve the Plans and Specifications as set forth in Section 17(a), by change
orders requested by Tenant after approval of the Plans and Specifications or by
any other act or omission of Tenant or Tenants Affiliates (collectively,
Tenant Delay). Additionally, and only on the condition that
Hewlett-Packard Company completes the purchase of the building located at 120
Satellite Blvd, Suwanee, GA from Tenants affiliate, Systemax Suwanee LLC,
if Landlord is unable to Substantially Complete the Demised Premises for
occupancy by Tenant on or before June 15, 2006, as such date shall be extended
by Delay (as defined below) (the Outside Date), then, from and after
the adjusted Base Rent Commencement Date, Tenant shall receive a credit against
Base Rent equal to $7,500.00 for each day Substantial Completion was delayed
beyond the Outside Date (excluding any days of Tenant Delay) until said credit
is fully realized by Tenant, as its sole remedy. For purposes of this Lease,
Delay shall mean delays incurred (i) by reason of Tenant Delay and
(ii) for such additional time as is equal to the time lost by Landlord or
Landlords contractors or suppliers in connection with the performance of
Landlords work and/or the construction of the Building and related
improvements not within the control of Landlord due to strikes or other labor
troubles, governmental restrictions and limitations, war or other national
emergency, non-availability of materials or supplies, delay in transportation,
accidents, floods, fire, damage or other casualties, weather or other
conditions, delays by utility companies in bringing utility lines to the Demised
Premises and other matters not within the reasonable control of Landlord. Except
as expressly set forth herein, no liability whatsoever shall arise or accrue
against Landlord by reason of its failure to deliver or afford possession of the
Demised Premises, and Tenant hereby releases and discharges Landlord from and of
any claims for damage, loss, or injury of every kind whatsoever as if this Lease
were never executed.

(c)   Upon Substantial Completion
of the Demised Premises, a representative of Landlord and a representative of
Tenant together shall inspect the Demised Premises and generate a punchlist of
defective or uncompleted items relating to the completion of construction of the
Improvements (the Punchlist). Landlord shall, within a reasonable
time after the Punchlist is prepared and agreed upon by Landlord and Tenant,
complete such incomplete work and remedy such defective work as is set forth on
the Punchlist. All construction work performed by Landlord shall be deemed
approved by Tenant in all respects except for items of said work which are not
completed or do not conform to the Plans and Specifications and which are
included on the Punchlist.

(d)   Within forty-five (45) days
after Substantial Completion of the Demised Premises, Landlord shall provide
Tenant with copies of as-built architectural, structural, civil, electrical,
plumbing, mechanical HVAC, fire protection and landscaping plans.

(e)   Landlord hereby warrants to
Tenant, which warranty shall survive for the one (1) year period following the
Lease Commencement Date, that (i) the materials and equipment furnished by
Landlords contractors in the completion of the Improvements will be of
good quality and new, and (ii) such materials and equipment and the work of such
contractors shall be free from defects not inherent in the quality required or
permitted hereunder. This warranty shall exclude damages or defects caused by
Tenant or Tenants Affiliates, improper or insufficient maintenance,
improper operation, and normal wear and tear under normal usage.

(f)   For purposes of this Lease,
the term Substantial Completion (or any variation thereof) shall
mean completion of construction of the Improvements in accordance with the Plans
and Specifications, subject only to Punchlist items established pursuant to
Section 17(c), as established by the delivery by Landlord to Tenant of a
certificate of occupancy or its equivalent (or temporary certificate of
occupancy or its equivalent) for the Demised Premises issued by the appropriate
governmental authority, if a certificate is so required by a governmental
authority, or if not so required or if unavailable because of unfinished work to
be performed by Tenant, then by the delivery by Landlord to Tenant of a
Certificate of Substantial Completion for the Improvements on Standard AIA Form
G-704 certified by Landlords architect. In the event Substantial
Completion is delayed because of Tenants failure to approve the Plans and
Specifications as set forth in Section 17(a), by change orders requested by
Tenant after approval of the Plans and Specifications or by any other delay
caused by Tenant or Tenants Affiliates, then for the purpose of
establishing the Lease Commencement Date and any other date tied to the date of
Substantial Completion, Substantial Completion shall be deemed to mean the date
when Substantial Completion would have been achieved but for such
delay.

18.  
Tenant Alterations and Additions.

(a)   Except for non-structural
changes costing less than $25,000.00 individually, and $150,000.00 in the
aggregate over the Term, Tenant shall not make or permit to be made any
alterations, improvements, or additions to the Demised Premises (a
Tenants Change), without first obtaining on each occasion
Landlords prior written consent (which consent Landlord agrees not to
unreasonably withhold, condition or delay) and Lenders prior written
consent (if such consent is required). As part of its approval process, Landlord
may require that Tenant submit plans and specifications to Landlord, for
Landlords approval or disapproval, which approval shall not be
unreasonably withheld. All Tenants Changes shall be performed in
accordance with all legal requirements applicable thereto and in a good and
workmanlike manner with first-class materials. Tenant shall maintain insurance
reasonably satisfactory to Landlord during the construction of all Tenants
Changes. If Landlord at the time of giving its approval to any Tenants
Change notifies Tenant in writing that approval is conditioned upon restoration,
then Tenant shall, at its sole cost and expense and at Landlords option
upon the termination or expiration of this Lease, remove the same and restore
the Demised Premises to its condition prior to such Tenants Change. No
Tenants Change shall be structural in nature or impair the structural
strength of the Building or reduce its value. Tenant shall pay the full cost of
any Tenants Change and shall give Landlord such reasonable security as may
be requested by Landlord to insure payment of such cost. Except as otherwise
provided herein and in Section 12, all Tenants Changes and all repairs and
all other property attached to or installed on the Demised Premises by or on
behalf of Tenant shall immediately upon completion or installation thereof be
and become part of the Demised Premises and the property of Landlord without
payment therefor by Landlord and shall be surrendered to Landlord upon the
expiration or earlier termination of this Lease. Notwithstanding anything herein
to the contrary, the term Tenants Change shall not be
construed to include the initial Improvements to be constructed by Landlord
pursuant to this Lease in accordance with Exhibit B hereto.

(b)   To the extent permitted by
law, all of Tenants contracts and subcontracts for such Tenants
Changes shall provide that no lien shall attach to or be claimed against the
Demised Premises or any interest therein other than Tenants leasehold
interest in the Demised Premises, and that all subcontracts let thereunder shall
contain the same provision. Whether or not Tenant furnishes the foregoing,
Tenant agrees to hold Landlord harmless from, and defend against (with legal
counsel acceptable to Landlord) all liens, claims and liabilities of every kind,
nature and description which may arise out of or in any way be connected with
such work. Tenant shall not permit the Demised Premises to become subject to any
mechanics, laborers or materialmens lien on account of labor,
material or services furnished to Tenant or claimed to have been furnished to
Tenant in connection with work of any character performed or claimed to have
been performed for the Demised Premises by, or at the direction or sufferance of
Tenant and if any such liens are filed against the Demised Premises, Tenant
shall promptly discharge the same; provided, however, that Tenant
shall have the right to contest, in good faith and with reasonable diligence,
the validity of any such lien or claimed lien if Tenant shall give to Landlord,
within fifteen days after demand, such security as may be reasonably
satisfactory to Landlord to assure payment thereof and to prevent any sale,
foreclosure, or forfeiture of Landlords interest in the Demised Premises
by reason of non-payment thereof; provided further that on final determination
of the lien or claim for lien, Tenant shall immediately pay any judgment
rendered, with all proper costs and charges, and shall have the lien released
and any judgment satisfied. If Tenant fails to post such security or does not
diligently contest such lien, Landlord may, without investigation of the
validity of the lien claim, discharge such lien and Tenant shall reimburse
Landlord upon demand for all costs and expenses incurred in connection
therewith, which expenses shall include any attorneys fees,
paralegals fees and any and all costs associated therewith, including
litigation through all trial and appellate levels and any costs in posting bond
to effect a discharge or release of the lien. Nothing contained in this Lease
shall be construed as a consent on the part of Landlord to subject the Demised
Premises to liability under any lien law now or hereafter existing of the state
in which the Demised Premises are located.

19.  Services by Landlord. Landlord shall be responsible
for providing for maintenance of the Building Common Area, and, except as
required by Section 10(b) hereof or as otherwise specifically provided for
herein, Landlord shall be responsible for no other services whatsoever. Tenant,
by payment of Tenants share of the Operating Expenses, shall pay
Tenants pro rata share of the expenses incurred by Landlord
hereunder.

20.  Fire and Other Casualty. In the event the Demised
Premises are damaged by fire or other casualty insured by Landlord, Landlord
agrees to promptly restore and repair the Demised Premises at Landlords
expense, including the Improvements to be insured by Tenant, but only to the
extent Landlord receives insurance proceeds therefor, including the proceeds
from the insurance required to be carried by Tenant on the Improvements.
Notwithstanding the foregoing, in the event that the Demised Premises are
(i) in the reasonable opinion of Landlord, so destroyed that they cannot be
repaired or rebuilt within two hundred seventy (270) days after the date of such
damage; or (ii) destroyed by a casualty which is not covered by
Landlords insurance, or if such casualty is covered by Landlords
insurance but Lender or other party entitled to insurance proceeds fails to make
such proceeds available to Landlord in an amount sufficient for restoration of
the Demised Premises, then Landlord shall give written notice to Tenant of such
determination (the Determination Notice) within sixty (60) days of
such casualty. Either Landlord or Tenant may terminate and cancel this Lease
effective as of the date of such casualty by giving written notice to the other
party within thirty (30) days after Tenants receipt of the Determination
Notice. Upon the giving of such termination notice, all obligations hereunder
with respect to periods from and after the effective date of termination shall
thereupon cease and terminate. If no such termination notice is given, Landlord
shall, to the extent of the available insurance proceeds, make such repair or
restoration of the Demised Premises to the approximate condition existing prior
to such casualty, promptly and in such manner as not to unreasonably interfere
with Tenants use and occupancy of the Demised Premises (if Tenant is still
occupying the Demised Premises). Base Rent and Additional Rent shall
proportionately abate during the time that the Demised Premises or any part
thereof are unusable by reason of any such damage thereto.

21.  Condemnation.

(a)   If all of the Demised
Premises is taken or condemned for a public or quasi-public use, or if a
material portion of the Demised Premises is taken or condemned for a public or
quasi-public use and the remaining portion thereof is not usable by Tenant in
the reasonable opinion of Landlord, this Lease shall terminate as of the earlier
of the date title to the condemned real estate vests in the condemnor or the
date on which Tenant is deprived of possession of the Demised Premises. In such
event, the Base Rent herein reserved and all Additional Rent and other sums
payable hereunder shall be apportioned and paid in full by Tenant to Landlord to
that date, all Base Rent, Additional Rent and other sums payable hereunder
prepaid for periods beyond that date shall forthwith be repaid by Landlord to
Tenant, and neither party shall thereafter have any liability hereunder, except
that any obligation or liability of either party, actual or contingent, under
this Lease which has accrued on or prior to such termination date shall
survive.

(b)   If only part of the Demised
Premises is taken or condemned for a public or quasi-public use and this Lease
does not terminate pursuant to Section 21(a), Landlord shall, to the extent of
the award it receives, restore the Demised Premises to a condition and to a size
as nearly comparable as reasonably possible to the condition and size thereof
immediately prior to the taking, and there shall be an equitable adjustment to
the Base Rent and Additional Rent based on the actual loss of use of the Demised
Premises suffered by Tenant from the taking.

(c)   Landlord shall be entitled
to receive the entire award in any proceeding with respect to any taking
provided for in this Section 21, without deduction therefrom for any estate
vested in Tenant by this Lease, and Tenant shall receive no part of such award.
Nothing herein contained shall be deemed to prohibit Tenant from making a
separate claim, against the condemnor, to the extent permitted by law, for the
value of Tenants moveable trade fixtures, machinery and moving expenses,
provided that the making of such claim shall not and does not adversely affect
or diminish Landlords award.

22.  
Tenants Default.

(a)   The occurrence of any one or
more of the following events shall constitute an Event of Default of
Tenant under this Lease:

(i)   
if Tenant fails to pay Base Rent or any Additional Rent hereunder as and when
such rent becomes due and such failure shall continue for (i) more than five (5)
days after Landlord gives written notice to Tenant of such failure for Base Rent
or (ii) more than ten (10) days after Landlord gives written notice to Tenant of
such failure for Additional Rent, (provided, however, that if payment of any
Base Rent or Additional Rent required hereunder is by check, and following
deposit thereof such check is rejected or returned due to insufficient funds,
then such event shall constitute an immediate Event of Default and no such five
(5) day notice and cure period shall be required);

(ii)   
if Tenant fails to pay Base Rent or any Additional Rent on time more than three
(3) times in any period of twelve (12) months, notwithstanding that such
payments have been made within the applicable cure period;

(iii)   
if the Demised Premises become deserted or abandoned for more than ten (10)
consecutive days or if Tenant fails to take possession of the Demised Premises
on the Lease Commencement Date or within a reasonable time thereafter and stops
paying Rent for the Demised Premises;

(iv)   
if Tenant permits to be done anything which creates a lien upon the Demised
Premises and fails to discharge or bond such lien, or post security with
Landlord acceptable to Landlord within thirty (30) days after receipt by Tenant
of written notice thereof;

(v)   
if Tenant fails to maintain in force all policies of insurance required by this
Lease and such failure shall continue for more than ten (10) days after Landlord
gives Tenant written notice of such failure;

(vi)   
if any petition is filed by or against Tenant or any guarantor of this Lease
under any present or future section or chapter of the Bankruptcy Code, or under
any similar law or statute of the United States or any state thereof (which, in
the case of an involuntary proceeding, is not permanently discharged, dismissed,
stayed, or vacated, as the case may be, within sixty (60) days of commencement),
or if any order for relief shall be entered against Tenant or any guarantor of
this Lease in any such proceedings;

(vii)   
if Tenant or any guarantor of this Lease becomes insolvent or makes a transfer
in fraud of creditors or makes an assignment for the benefit of creditors;

(viii)   
if a receiver, custodian, or trustee is appointed for the Demised Premises or
for all or substantially all of the assets of Tenant or of any guarantor of this
Lease, which appointment is not vacated within sixty (60) days following the
date of such appointment; or

(ix)   
if Tenant fails to perform or observe any other term of this Lease and such
failure shall continue for more than thirty (30) days after Landlord gives
Tenant written notice of such failure, or, if such failure cannot be corrected
within such thirty (30) day period, if Tenant does not commence to correct such
default within said thirty (30) day period and thereafter diligently prosecute
the correction of same to completion within a reasonable time.

(b)   Upon the occurrence of any
one or more Events of Default, Landlord may, at Landlords option, without
any demand or notice whatsoever (except as expressly required in this
Section 22):

(i)   
Terminate this Lease by giving Tenant notice of termination, in which event this
Lease shall expire and terminate on the date specified in such notice of
termination and all rights of Tenant under this Lease and in and to the Demised
Premises shall terminate. Tenant shall remain liable for all obligations under
this Lease arising up to the date of such termination, and Tenant shall
surrender the Demised Premises to Landlord on the date specified in such notice;
or

(ii)   Terminate this Lease as provided in Section 22(b)(i)
hereof and recover from Tenant all damages Landlord may incur by reason of
Tenants default, including, without limitation, an amount which, at the
date of such termination, is calculated as follows: (1) the value of the excess,
if any, of (A) the Base Rent, Additional Rent and all other sums which would
have been payable hereunder by Tenant for the period commencing with the day
following the date of such termination and ending with the Expiration Date had
this Lease not been terminated (the Remaining Term), over (B) the
aggregate reasonable rental value of the Demised Premises for the Remaining Term
(which excess, if any shall be discounted to present value at the Treasury
Yield as defined below for the Remaining Term); plus (2) the costs
of recovering possession of the Demised Premises and all other expenses incurred
by Landlord due to Tenants default, including, without limitation,
reasonable attorneys fees; plus (3) the unpaid Base Rent and
Additional Rent earned as of the date of termination plus any interest and late
fees due hereunder, plus other sums of money and damages owing on the date of
termination by Tenant to Landlord under this Lease or in connection with the
Demised Premises. The amount as calculated above shall be deemed immediately due
and payable. The payment of the amount calculated in subparagraph (ii)(1) shall
not be deemed a penalty but shall merely constitute payment of liquidated
damages, it being understood and acknowledged by Landlord and Tenant that actual
damages to Landlord are extremely difficult, if not impossible, to ascertain.
Treasury Yield shall mean the rate of return in percent per annum of
Treasury Constant Maturities for the length of time specified as published in
document H.15(519) (presently published by the Board of Governors of the U.S.
Federal Reserve System titled Federal Reserve Statistical Release)
for the calendar week immediately preceding the calendar week in which the
termination occurs. If the rate of return of Treasury Constant Maturities for
the calendar week in question is not published on or before the business day
preceding the date of the Treasury Yield in question is to become effective,
then the Treasury Yield shall be based upon the rate of return of Treasury
Constant Maturities for the length of time specified for the most recent
calendar week for which such publication has occurred. If no rate of return for
Treasury Constant Maturities is published for the specific length of time
specified, the Treasury Yield for such length of time shall be the weighted
average of the rates of return of Treasury Constant Maturities most nearly
corresponding to the length of the applicable period specified. If the
publishing of the rate of return of Treasury Constant Maturities is ever
discontinued, then the Treasury Yield shall be based upon the index which is
published by the Board of Governors of the U.S. Federal Reserve System in
replacement thereof or, if no such replacement index is published, the index
which, in Landlords reasonable determination, most nearly corresponds to
the rate of return of Treasury Constant Maturities. In determining the aggregate
reasonable rental value pursuant to subparagraph (ii)(1)(B) above, the
parties hereby agree that, at the time Landlord seeks to enforce this remedy,
all relevant factors should be considered, including, but not limited to,
(a) the length of time remaining in the Remaining Term, (b) the then
current market conditions in the general area in which the Building is located,
(c) the likelihood of reletting the Demised Premises for a period of time
equal to the remainder of the Term, (d) the net effective rental rates then
being obtained by landlords for similar type space of similar size in similar
type buildings in the general area in which the Building is located,
(e) the vacancy levels in the general area in which the Building is
located, (f) current levels of new construction that will be completed
during the Remaining Term and how this construction will likely affect vacancy
rates and rental rates and (g) inflation; or

(iii)   
Without terminating this Lease, declare immediately due and payable the sum of
the following: (1) the present value (calculated using the Treasury
Yield) of all Base Rent and Additional Rent due and coming due under this
Lease for the entire Remaining Term (as if by the terms of this Lease they were
payable in advance), plus (2) the cost of recovering and reletting the Demised
Premises and all other expenses incurred by Landlord in connection with
Tenants default, plus (3) any unpaid Base Rent, Additional Rent and other
rentals, charges, assessments and other sums owing by Tenant to Landlord under
this Lease or in connection with the Demised Premises as of the date this
provision is invoked by Landlord, plus (4) interest on all such amounts from the
date due at the Interest Rate, and Landlord may immediately proceed to distrain,
collect, or bring action for such sum, or may file a proof of claim in any
bankruptcy or insolvency proceedings to enforce payment thereof; provided,
however, that such payment shall not be deemed a penalty or liquidated damages,
but shall merely constitute payment in advance of all Base Rent and Additional
Rent payable hereunder throughout the Term, and provided further, however, that
upon Landlord receiving such payment, Tenant shall be entitled to receive from
Landlord all rents received by Landlord from other assignees, tenants and
subtenants on account of said Demised Premises during the remainder of the Term
(provided that the monies to which Tenant shall so become entitled shall in no
event exceed the entire amount actually paid by Tenant to Landlord pursuant to
this subparagraph (iii)), less all costs, expenses and attorneys fees of
Landlord incurred but not yet reimbursed by Tenant in connection with recovering
and reletting the Demised Premises; or

(iv)   
Without terminating this Lease, in its own name but as agent for Tenant, enter
into and upon and take possession of the Demised Premises or any part thereof.
Any property remaining in the Demised Premises may be removed and stored in a
warehouse or elsewhere at the cost of, and for the account of, Tenant without
Landlord being deemed guilty of trespass or becoming liable for any loss or
damage which may be occasioned thereby unless caused by Landlords
negligence. Thereafter, Landlord may, but shall not be obligated to, lease to a
third party the Demised Premises or any portion thereof as the agent of Tenant
upon such terms and conditions as Landlord may deem necessary or desirable in
order to relet the Demised Premises. The remainder of any rentals received by
Landlord from such reletting, after the payment of any indebtedness due
hereunder from Tenant to Landlord, and the payment of any costs and expenses of
such reletting, shall be held by Landlord to the extent of and for application
in payment of future rent owed by Tenant, if any, as the same may become due and
payable hereunder. If such rentals received from such reletting shall at any
time or from time to time be less than sufficient to pay to Landlord the entire
sums then due from Tenant hereunder, Tenant shall pay any such deficiency to
Landlord. Notwithstanding any such reletting without termination, Landlord may
at any time thereafter elect to terminate this Lease for any such previous
default provided same has not been cured; or

(v)   
Without terminating this Lease, and with or without notice to Tenant, enter into
and upon the Demised Premises and, without being liable for prosecution or any
claim for damages therefor, maintain the Demised Premises and repair or replace
any damage thereto or do anything or make any payment for which Tenant is
responsible hereunder. Tenant shall reimburse Landlord immediately upon demand
for any expenses which Landlord incurs in thus effecting Tenants
compliance under this Lease and Landlord shall not be liable to Tenant for any
damages with respect thereto; or

(vi)   
Reserved.

(vii)   
With or without terminating this Lease, allow the Demised Premises to remain
unoccupied and collect rent from Tenant as it comes due; or

(viii)   
Pursue such other remedies as are available at law or equity.

(c)   
If this Lease shall terminate as a result of or while there exists an Event of
Default hereunder, any funds of Tenant held by Landlord may be applied by
Landlord to any damages payable by Tenant (whether provided for herein or by
law) as a result of such termination or default.

(d)   
Neither the commencement of any action or proceeding, nor the settlement
thereof, nor entry of judgment thereon shall bar Landlord from bringing
subsequent actions or proceedings from time to time, nor shall the failure to
include in any action or proceeding any sum or sums then due be a bar to the
maintenance of any subsequent actions or proceedings for the recovery of such
sum or sums so omitted.

(e)   
No agreement to accept a surrender of the Demised Premises and no act or
omission by Landlord or Landlords agents during the Term shall constitute
an acceptance or surrender of the Demised Premises unless made in writing and
signed by Landlord. No re-entry or taking possession of the Demised Premises by
Landlord shall constitute an election by Landlord to terminate this Lease unless
a written notice of such intention is given to Tenant. No provision of this
Lease shall be deemed to have been waived by either party unless such waiver is
in writing and signed by the party making such waiver. Landlords
acceptance of Base Rent or Additional Rent in full or in part following an Event
of Default hereunder shall not be construed as a waiver of such Event of
Default. No custom or practice which may grow up between the parties in
connection with the terms of this Lease shall be construed to waive or lessen
either partys right to insist upon strict performance of the terms of this
Lease, without a written notice thereof to the other party.

(f)   
If an Event of Default shall occur, Tenant shall pay to Landlord, on demand, all
expenses incurred by Landlord as a result thereof, including reasonable
attorneys fees, court costs and expenses actually incurred.

(g)   
If an Event of Default shall occur, all remedies exercised by Landlord pursuant
to the terms hereof shall be exercised pursuant to and in accordance with the
laws of the State of Georgia.

23.  Landlords Right of Entry. Tenant agrees to permit
Landlord and the authorized representatives of Landlord and of Lender to enter
upon the Demised Premises at all reasonable times during Tenants business
hours (unless in the event of emergency) for the purposes of inspecting the
Demised Premises and Tenants compliance with this Lease, and making any
necessary repairs thereto; provided that, except in the case of an emergency,
Landlord shall give Tenant not less than two (2) days prior notice of
Landlords intended entry upon the Demised Premises. Nothing herein shall
imply any duty upon the part of Landlord to do any work required of Tenant
hereunder, and the performance thereof by Landlord shall not constitute a waiver
of Tenants default in failing to perform it. Landlord shall not be liable
for inconvenience, annoyance, disturbance or other damage to Tenant by reason of
making such repairs or the performance of such work in the Demised Premises or
on account of bringing materials, supplies and equipment into or through the
Demised Premises during the course thereof, and the obligations of Tenant under
this Lease shall not thereby be affected; provided, however, that
Landlord shall use reasonable efforts not to disturb or otherwise interfere with
Tenants operations in the Demised Premises in making such repairs or
performing such work. Landlord also shall have the right to enter the Demised
Premises at all reasonable times during Tenants business hours to exhibit
the Demised Premises to any prospective purchaser, mortgagee or tenant
thereof.

24.  Lenders Rights.

(a)   
For purposes of this Lease:

(i)   
Lender as used herein means the holder of a Mortgage;

(ii)   
Mortgage as used herein means any or all mortgages, deeds to secure
debt, deeds of trust or other instruments in the nature thereof which may now or
hereafter affect or encumber Landlords title to the Demised Premises, and
any amendments, modifications, extensions or renewals thereof.

(b)   This Lease and all rights of
Tenant hereunder are and shall be subject and subordinate to the lien and
security title of any Mortgage. Tenant recognizes and acknowledges the right of
Lender to foreclose or exercise the power of sale against the Demised Premises
under any Mortgage.

(c)   Tenant shall, in
confirmation of the subordination set forth in Section 24(b) and notwithstanding
the fact that such subordination is self-operative, and no further instrument or
subordination shall be necessary, upon demand, at any time or times, execute,
acknowledge, and deliver to Landlord or to Lender any and all instruments
requested by either of them to evidence such subordination.

(d)   At any time during the Term,
Lender may, by written notice to Tenant, make this Lease superior to the lien of
its Mortgage. If requested by Lender, Tenant shall, upon demand, at any time or
times, execute, acknowledge, and deliver to Lender, any and all instruments that
may be necessary to make this Lease superior to the lien of any
Mortgage.

(e)   If Lender (or Lenders
nominee, or other purchaser at foreclosure) shall hereafter succeed to the
rights of Landlord under this Lease, whether through possession or foreclosure
action or delivery of a new lease, Tenant shall, if requested by such successor,
attorn to and recognize such successor as Tenants landlord under this
Lease without change in the terms and provisions of this Lease and shall
promptly execute and deliver any instrument that may be necessary to evidence
such attornment, provided that such successor shall not be bound by (i) any
payment of Base Rent or Additional Rent for more than one month in advance,
except prepayments in the nature of security for the performance by Tenant of
its obligations under this Lease, and then only if such prepayments have been
deposited with and are under the control of such successor, (ii) any provision
of any amendment to the Lease to which Lender has not consented, (iii) the
defaults of any prior landlord under this Lease, or (iv) any offset rights
arising out of the defaults of any prior landlord under this Lease. Upon such
attornment, this Lease shall continue in full force and effect as a direct lease
between each successor landlord and Tenant, subject to all of the terms,
covenants and conditions of this Lease.

(f)   In the event there is a
Mortgage at any time during the Term, Landlord shall, at Tenants request,
use reasonable efforts to cause the Lender to enter into a subordination,
nondisturbance and attornment agreement with Tenant reasonably satisfactory to
Tenant and consistent with this Section 24.

25.  
Estoppel Certificate and Financial Statement.

(a)   Landlord and Tenant agree,
at any time, and from time to time, within fifteen (15) days after written
request of the other, to execute, acknowledge and deliver a statement in writing
in recordable form to the requesting party and/or its designee certifying that:
(i) this Lease is unmodified and in full force and effect (or, if there have
been modifications, that the same is in full force and effect, as modified),
(ii) the dates to which Base Rent, Additional Rent and other charges have been
paid, (iii) whether or not, to the best knowledge of the individual signing such
certificate, there exists any failure by the requesting party to perform any
term, covenant or condition contained in this Lease, and, if so, specifying each
such failure of which the individual signing such certificate has knowledge,
(iv) (if such be the case) Tenant has unconditionally accepted the Demised
Premises and is conducting its business therein, and (v) and as to such
additional matters as may be requested, it being intended that any such
statement delivered pursuant hereto may be relied upon by the requesting party
and by any purchaser of title to the Demised Premises or by any mortgagee or any
assignee thereof or any party to any sale-leaseback of the Demised Premises, or
the landlord under a ground lease affecting the Demised Premises.

26.  
Landlord Liability. NO OWNER OF THE DEMISED PREMISES, WHETHER OR NOT
NAMED HEREIN, SHALL HAVE LIABILITY HEREUNDER AFTER IT CEASES TO HOLD TITLE TO
THE DEMISED PREMISES. NEITHER LANDLORD NOR ANY OFFICER, DIRECTOR, SHAREHOLDER,
PARTNER OR PRINCIPAL OF LANDLORD, WHETHER DISCLOSED OR UNDISCLOSED, SHALL BE
UNDER ANY PERSONAL LIABILITY WITH RESPECT TO ANY OF THE PROVISIONS OF THIS
LEASE. IN THE EVENT LANDLORD IS IN BREACH OR DEFAULT WITH RESPECT TO
LANDLORDS OBLIGATIONS OR OTHERWISE UNDER THIS LEASE, TENANT SHALL LOOK
SOLELY TO THE EQUITY OF LANDLORD IN THE BUILDING FOR THE SATISFACTION OF
TENANTS REMEDIES. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT
LANDLORDS LIABILITY UNDER THE TERMS, COVENANTS, CONDITIONS, WARRANTIES AND
OBLIGATIONS OF THIS LEASE SHALL IN NO EVENT EXCEED LANDLORDS EQUITY
INTEREST IN THE BUILDING.

27.  
Notices. Any notice required or permitted to be given or served by either
party to this Lease shall be deemed given when made in writing, and either (i)
personally delivered, (ii) deposited with the United States Postal Service,
postage prepaid, by registered or certified mail, return receipt requested, or
(iii) delivered by a nationally recognized overnight delivery service providing
proof of delivery, properly addressed to the address set forth in Section 1(m)
(as the same may be changed by giving written notice of the aforesaid in
accordance with this Section 27). If any notice mailed is properly addressed
with appropriate postage but returned for any reason, such notice shall be
deemed to be effective notice and to be given on the date of mailing. Any notice
required or permitted to be given or served by Landlord or Tenant to this Lease
may be given by either an agent, law firm or attorney acting on behalf of
Landlord or Tenant.

28.  
Brokers. Landlord and Tenant each represents and warrants to the other
that, except for those parties set forth in Section 1(o) (the
Brokers), such party has not engaged or had any conversations or
negotiations with any broker, finder or other third party concerning the leasing
of the Demised Premises to Tenant who would be entitled to any commission or fee
based on the execution of this Lease. Landlord and Tenant each hereby further
represents and warrants to the other that such party is not receiving and is not
entitled to receive any rebate, payment or other remuneration, either directly
or indirectly, from the Brokers, and that it is not otherwise sharing in or
entitled to share in any commission or fee paid to the Brokers by Landlord or
any other party in connection with the execution of this Lease, either directly
or indirectly. Landlord and Tenant each hereby indemnifies the other against and
from any claims for any brokerage commissions (except those payable to the
Brokers, all of which are payable by Landlord pursuant to a separate agreement)
and all costs, expenses and liabilities in connection therewith, including,
without limitation, reasonable attorneys fees and expenses, for any breach
of the foregoing. The foregoing indemnification shall survive the expiration or
termination of this Lease for any reason.

29.  Assignment and Subleasing.

(a)   Tenant may not assign,
mortgage, pledge, encumber or otherwise transfer this Lease, or any interest
hereunder, or sublet the Demised Premises, in whole or in part, without on each
occasion first obtaining the prior express written consent of Landlord, which
consent Landlord shall not unreasonably withhold. Any change in control of
Tenant resulting from a merger, consolidation, stock transfer or asset sale
shall be considered an assignment or transfer which requires Landlords
prior written consent. For purposes of this Section 29, by way of example and
not limitation, Landlord shall be deemed to have reasonably withheld consent if
Landlord determines (i) that the prospective assignee is not of a financial
strength similar to Tenant as of the Lease Date, (ii) that the prospective
assignee or subtenant has a poor business reputation, or (iii) that the proposed
use of the Demised Premises by such prospective assignee or subtenant
(including, without limitation, a use involving the use or handling of Hazardous
Substances) will negatively affect the value or marketability of the Building or
the Project.

(b)   Notwithstanding Section
29(a) above, provided that there then exists no Event of Default under this
Lease which remains uncured, Tenant shall have the right, upon ten (10)
days prior written notice to Landlord but without Landlords prior
consent, (i) to sublet all or part of the Demised Premises to any related entity
which controls Tenant, is controlled by Tenant or is under common control with
Tenant; or (ii) to assign this Lease to a successor entity into which or with
which Tenant is merged or consolidated or which acquired substantially all of
Tenants assets and property, provided that such successor entity assumes
substantially all of the obligations and liabilities of Tenant (including,
without limitation, those obligations of Tenant arising under this Lease) and,
after such transaction, shall have assets, capitalization, tangible net worth
and creditworthiness at least equal to the assets, capitalization, tangible net
worth and creditworthiness of Tenant as of the Lease Date as determined by
generally accepted accounting principles. For the purpose hereof, (i)
control shall mean ownership of not less than fifty percent (50%) of
all the voting stock or legal and equitable interest in such entity, and (ii)
tangible net worth shall mean the excess of the value of tangible
assets (i.e. assets excluding those which are intangible such as goodwill,
patents and trademarks) over liabilities. Any sublease or assignment pursuant to
and in compliance with this subsection (b) shall be referred to herein as a
Related Assignment. The provisions of subsection 29(c) below
shall not apply to any Related Assignment; provided, however, that the written
notice given by Tenant to Landlord pursuant to this subsection 29(b) must
contain sufficient information and documentation to enable Landlord to confirm
that all of the requirements of this subsection 29(b) have been
satisfied.

(c)   If Tenant desires to assign
this Lease or sublet the Demised Premises or any part thereof, Tenant shall give
Landlord written notice no later than thirty (30) days in advance of the
proposed effective date of any proposed assignment or sublease, specifying (i)
the name and business of the proposed assignee or sublessee, (ii) the amount and
location of the space within the Demised Premises proposed to be subleased,
(iii) the proposed effective date and duration of the assignment or subletting
and (iv) the proposed rent or consideration to be paid to Tenant by such
assignee or sublessee. Tenant shall promptly supply Landlord with financial
statements and other information as Landlord may reasonably request to evaluate
the proposed assignment or sublease. Landlord shall have a period of twenty (20)
days following receipt of such notice and other information requested by
Landlord within which to notify Tenant in writing that Landlord elects: (i) to
permit Tenant to assign or sublet such space; or (ii) to refuse, in
Landlords sole and absolute discretion (taking into account all relevant
factors including, without limitation, the factors set forth in the Section
29(a) above), to consent to Tenants assignment or subleasing of such space
and to continue this Lease in full force and effect as to the entire Demised
Premises. If Landlord should fail to notify Tenant in writing of such election
within the aforesaid twenty (20) day period, Landlord shall be deemed to have
elected option (ii) above. Tenant agrees to reimburse Landlord for reasonable
legal fees and any other reasonable costs incurred by Landlord in connection
with any requested assignment or subletting. Tenant shall deliver to Landlord
copies of all documents executed in connection with any permitted assignment or
subletting, which documents shall be in form and substance reasonably
satisfactory to Landlord and which shall require such assignee to assume
performance of all terms of this Lease on Tenants part to be
performed.

(d)   No acceptance by Landlord of
any rent or any other sum of money from any assignee, sublessee or other
category of transferee shall be deemed to constitute Landlords consent to
any assignment, sublease, or transfer. Permitted subtenants or assignees shall
become liable directly to Landlord for all obligations of Tenant hereunder,
without, however, relieving Tenant of any of its liability hereunder. No such
assignment, subletting, occupancy or collection shall be deemed the acceptance
of the assignee, tenant or occupant, as Tenant, or a release of Tenant from the
further performance by Tenant of Tenants obligations under this Lease. Any
assignment or sublease consented to by Landlord shall not relieve Tenant (or its
assignee) from obtaining Landlords consent to any subsequent assignment or
sublease.

30.  Termination or Expiration.

(a)   No termination of this Lease
prior to the normal ending thereof, by lapse of time or otherwise, shall affect
Landlords right to collect rent for the period prior to termination
thereof. Notwithstanding anything to the contrary contained herein, if this
Lease is rejected in any bankruptcy action or proceeding filed by or against
Tenant, and the effective date of rejection is on or after the date upon which
that months Rent is due and owing, then the Rent owing under this Lease
for the month during which the effective date of such rejection occurs shall be
due and payable in full and shall not be prorated.

(b)   At the expiration or earlier
termination of the Term of this Lease, Tenant shall surrender the Demised
Premises and all improvements, alterations and additions thereto, and keys
therefor to Landlord, clean and neat, and in the same condition as at the Lease
Commencement Date, excepting normal wear and tear, condemnation and casualty
other than that required to be insured against by Tenant hereunder.

(c)   If Tenant remains in
possession of the Demised Premises after expiration of the Term, with or without
Landlords acquiescence and without any express agreement of the parties,
Tenant shall be a tenant-at-sufferance at the greater of (i) one hundred fifty
percent (150%) of the then current fair market base rental value of the Demised
Premises or (ii) one hundred fifty percent (150%) of the Base Rent in effect at
the end of the Term. Tenant shall also continue to pay all other Additional Rent
due hereunder. Notwithstanding the foregoing, there shall be no renewal of this
Lease by operation of law or otherwise, and, in addition to and without limiting
such rights and remedies as may be available to Landlord at law or in equity as
a result of Tenants holding over beyond the Term, Landlord shall be
entitled to exercise any and all rights and remedies available to Landlord in
respect of an Event of Default hereunder (it being agreed that any such holdover
shall be deemed an immediate Event of Default hereunder). In addition to the
foregoing, Tenant shall be liable for all damages, direct and consequential,
incurred by Landlord as a result of such holdover. No receipt of money by
Landlord from Tenant after the termination of this Lease or Tenants right
of possession of the Demised Premises shall reinstate, continue or extend the
Term or Tenants right of possession. The provisions of this subsection
30(c) shall survive the expiration of the Term. Provided Tenant is not in
default under the Lease, upon written notice to be received by Landlord at least
ninety (90) days prior to the expiration of the Term, Tenant may elect to extend
the Term one time for a period of thirty (30) days at the same Base Rent payable
by Tenant during the last full month of the Term immediately proceeding the
scheduled expiration of the Term.

31.  Reserved.

32.  Late Payments. In the event any installment of rent,
inclusive of Base Rent, or Additional Rent or other sums due hereunder, if any,
is not paid (i) within five (5) days after Tenants receipt of written
notice of such failure to pay on the first occasion during any twelve (12) month
period, or (ii) as and when due with respect to any subsequent late payments in
any twelve (12) month period, Tenant shall pay an administrative fee (the
Administrative Fee) equal to five percent (5%) of such past due
amount, plus interest on the amount past due at the lesser of (i) the maximum
interest rate allowed by law or (ii) a rate of fifteen percent (15%) per annum
(the Interest Rate), in order to defray the additional expenses
incurred by Landlord as a result of such late payment. The Administrative Fee is
in addition to, and not in lieu of, any of the Landlords remedies
hereunder.

33.  Rules and Regulations. Tenant agrees to abide
by the rules and regulations set forth on Exhibit Dattached hereto, as
well as other rules and regulations reasonably promulgated by Landlord from time
to time, so long as such other rules and regulations do not materially and
adversely affect the rights of Tenant hereunder.

34.  Quiet Enjoyment. So long as Tenant has not
committed an Event of Default hereunder, Landlord agrees that Tenant shall have
the right to quietly use and enjoy the Demised Premises for the Term.

35.  Miscellaneous.

(a)   The parties hereto hereby
covenant and agree that Landlord shall receive the Base Rent, Additional Rent
and all other sums payable by Tenant hereinabove provided as net income from the
Demised Premises, without any abatement (except as set forth in Section 20 and
Section 21), reduction, set-off, counterclaim, defense or deduction
whatsoever.

(b)   If any clause or provision
of this Lease is determined to be illegal, invalid or unenforceable under
present or future laws effective during the Term, then and in that event, it is
the intention of the parties hereto that the remainder of this Lease shall not
be affected thereby, and that in lieu of such illegal, invalid or unenforceable
clause or provision there shall be substituted a clause or provision as similar
in terms to such illegal, invalid or unenforceable clause or provision as may be
possible and be legal, valid and enforceable.

(c)   All rights, powers, and
privileges conferred hereunder upon the parties hereto shall be cumulative, but
not restrictive to those given by law.

(d)   TIME IS OF THE ESSENCE OF
THIS LEASE.

(e)   No failure of Landlord or
Tenant to exercise any power given Landlord or Tenant hereunder or to insist
upon strict compliance by Landlord or Tenant with its obligations hereunder, and
no custom or practice of the parties at variance with the terms hereof shall
constitute a waiver of Landlords or Tenants rights to demand exact
compliance with the terms hereof.

(f)   This Lease contains the
entire agreement of the parties hereto as to the subject matter of this Lease
and no prior representations, inducements, letters of intent, promises or
agreements, oral or otherwise, between the parties not embodied herein shall be
of any force and effect. Any future amendment to this Lease must be in writing
and signed by the parties hereto. The masculine (or neuter) pronoun, singular
number shall include the masculine, feminine and neuter gender and the singular
and plural number.

(g)   This contract shall create
the relationship of landlord and tenant between Landlord and Tenant; no estate
shall pass out of Landlord; Tenant has a usufruct, not subject to levy and sale,
and not assignable by Tenant except as expressly set forth herein.

(h)   Landlord and Tenant agree to
execute, upon request of the other, a short form memorandum of this Lease in
recordable form and the requesting party shall pay the costs and charges for the
recording of such short form memorandum of lease. Under no circumstances shall
Tenant have the right to record this Lease (other than a short form memorandum
of Lease, as approved by Landlord), and should Tenant do so, Tenant shall be in
default hereunder.

(i)   The captions of this Lease
are for convenience only and are not a part of this Lease, and do not in any way
define, limit, describe or amplify the terms or provisions of this Lease or the
scope or intent thereof.

(j)   This Lease may be executed
in multiple counterparts, each of which shall constitute an original, but all of
which taken together shall constitute one and the same agreement.

(k)   This Lease shall be
interpreted under the laws of the State where the Demised Premises are
located.

(l)   The parties acknowledge that
this Lease is the result of negotiations between the parties, and in construing
any ambiguity hereunder no presumption shall be made in favor of either party.
No inference shall be made from any item which has been stricken from this Lease
other than the deletion of such item.

36.  
Special Stipulations. The Special Stipulations, if any, attached hereto
as Exhibit C, are incorporated herein and made a part hereof, and to the
extent of any conflict between the foregoing provisions and the Special
Stipulations, the Special Stipulations shall govern and control.

37.  
Lease Date. For purposes of this Lease, the term Lease Date
shall mean the later date upon which this Lease is signed by Landlord and
Tenant.

38.  
Authority. If Tenant is not a natural person, Tenant shall cause its
corporate secretary or general partner, as applicable, to execute the
certificate attached hereto as Exhibit E. Tenant is authorized by all
required corporate or partnership action to enter into this Lease and the
individual(s) signing this Lease on behalf of Tenant are each authorized to bind
Tenant to its terms.

39.  
No Offer Until Executed. The submission of this Lease by Landlord to
Tenant for examination or consideration does not constitute an offer by Landlord
to lease the Demised Premises and this Lease shall become effective, if at all,
only upon the execution and delivery thereof by Landlord and Tenant. Execution
and delivery of this Lease by Landlord to Tenant constitutes an offer to lease
the Demised Premises on the terms contained herein. The offer by Landlord will
be irrevocable until 6:00 p.m. Eastern time for two (2) days after the date of
execution of this Lease by Landlord and delivery to Tenant. If Landlord has not
received from Tenant within said two (2) day period (i) a fully-executed
counterpart of the Lease and (ii) the executed Guaranty, Landlord shall have the
right to revoke said offer to lease the Demised Premises on the terms contained
herein and, immediately upon such revocation, Tenant shall return all documents
delivered to Tenant by Landlord in connection with the execution of this Lease.

IN
WITNESS WHEREOF, the parties hereto have hereunto set their hands under seals,
the day and year first above written.

|Date: 12/6/05 | LANDLORD:
HAMILTON MILL BUSINESS CENTER, LLC,
a Delaware limited liability company
By:  Industrial Developments International (Georgia), L.P.,
         
a Georgia limited partnership, its sole member
     By:     IDI (Georgia), Inc., a Georgia corporation,
           
    its sole general partner
        
        
By: 
              
       Name:
              
       Title:
        
        Attest:
            
      
       
Name:
            
        
     
Title:
|------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

[CORPORATE SEAL]

|Date: 12/8/05 | TENANT:
GLOBAL EQUIPMENT COMPANY, INC.,
a New York corporation
By: 
       Name:
       Title:
Attest:
           
Name:
           
Title:
|------------- | -------------------------------------------------------------------------------------------------------------------------------------------

[CORPORATE SEAL]

ATTESTATION

Landlord:

STATE OF _____________

COUNTY OF _____________

BEFORE ME, a Notary Public in and for said County, personally
appeared __________________________ and _______________________, known to me to
be the person(s) who, as ___________________________________ and
____________________________________, respectively, of IDI (Georgia), Inc., the
corporation which executed the foregoing instrument in its capacity as sole
general partner of Industrial Developments International (Georgia), L.P., in its
capacity as sole member of Landlord, signed the same, and acknowledged to me
that they did so sign said instrument in the name and upon behalf of said
corporation, in its capacity as general partner of Landlord, that the same is
their free act and deed and they were duly authorized thereunto by the
corporation and the partnership.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name, and affixed my
official seal, this ___ day of ______________, 2005.

| | ________________________________
Notary Public
My Commission Expires:
| | ---------------------------------------------------------------------

Tenant - Corporation:

STATE OF _____________

COUNTY OF _____________

BEFORE ME, a Notary Public in and for said County, personally appeared
__________________________ and _______________________, known to me to be the person(s)
who, as ___________________________________ and ____________________________________,
respectively, of Global Equipment Company, Inc., the corporation which executed the
foregoing instrument in its capacity as Tenant, signed the same, and acknowledged to me
that they did so sign said instrument in the name and upon behalf of said corporation as
officers of said corporation, that the same is their free act and deed as such officers,
respectively, and they were duly authorized thereunto by its board of directors; and that
the seal affixed to said instrument is the corporate seal of said corporation.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name, and affixed my
official seal, this ___ day of ______________, 2005.

| | ________________________________
Notary Public
My Commission Expires:
| | ---------------------------------------------------------------------

# LEASE INDEX

|Section | Subject                                     
|------- | --------------------------------------------
|1       | Basic Lease Provisions                      
|2       | Demised Premises                            
|3       | Term                                        
|4       | Base Rent                                   
|5       | Reserved                                    
|6       | Operating Expenses and Additional Rent      
|7       | Use of Demised Premises                     
|8       | Insurance                                   
|9       | Utilities                                   
|10      | Maintenance and Repairs                     
|11      | Tenant's Personal Property; Indemnity       
|12      | Tenant's Fixtures                           
|13      | Signs                                       
|14      | Waiver of Landlord's Lien                   
|15      | Governmental Regulations                    
|16      | Environmental Matters                       
|17      | Construction of Demised Premises            
|18      | Tenant Alterations and Additions            
|19      | Services by Landlord                        
|20      | Fire and Other Casualty                     
|21      | Condemnation                                
|22      | Tenant's Default                            
|23      | Landlord's Right of Entry                   
|24      | Lender's Rights                             
|25      | Estoppel Certificate and Financial Statement
|26      | Landlord's Liability                        
|27      | Notices                                     
|28      | Brokers                                     
|29      | Assignment and Subleasing                   
|30      | Termination or Expiration                   
|31      | Reserved                                    
|32      | Late Payments                               
|33      | Rules and Regulations                       
|34      | Quiet Enjoyment                             
|35      | Miscellaneous                               
|36      | Special Stipulations                        
|37      | Lease Date                                  
|38      | Authority                                   
|39      | No Offer Until Executed                     

Exhibit "A"  Demised Premises
  Exhibit "B"  Preliminary Plans and Specifications/Work
  Exhibit "C"  Special Stipulations
  Exhibit "D"  Rules and Regulations
  Exhibit "E"  Certificate of Authority
  Exhibit "F"  Form of Guaranty
  Exhibit "G"  Form of Landlord Waiver and Consent

INDUSTRIAL LEASE AGREEMENT

BETWEEN

HAMILTON MILL BUSINESS CENTER, LLC

AS LANDLORD

AND

GLOBAL EQUIPMENT COMPANY, INC.

AS TENANT

EXHIBIT A

# Demised Premises

EXHIBIT B

# Preliminary Plans and Specifications/Work

|Building Address: | 2505 Mill Center Parkway, Suite 100
Buford, GA  30518
|----------------- | -----------------------------------------------------

|Demised Premises: | 517,628 square feet
|----------------- | -------------------

|Tenant Areas: | Front Office - 25,000 SF
Warehouse Office - 4,000 SF
Warehouse - 488,628 SF
|------------- | ---------------------------------------------------------------------------

|Demised Premises
Dimensions: | 1,294' x 400'
|---------------------------- | -------------

|Column Spacing: | 54' x 48'6   typical
54' x 60' in dock bays
|--------------- | -------------------------------------------

|Clear Height: | 34' clear, measured just inside the first joist at each staging bay walls.
|------------- | --------------------------------------------------------------------------

|Dock-High Doors: | One hundred twenty (120), 9' x 10' dock high doors are provided as depicted on
Exhibit A (67 on rear truck court and 53 on front truck court). All dock-high
doors will be equipped with dock bumpers and track guards.
|---------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Drive-In Doors: | Two (2), 14'x 16' motorized drive-in doors with ramps provided as indicated on
Exhibit A.
|--------------- | -----------------------------------------------------------------------------------------

|Power: | 3000 AMP, 460V, 3-Phase. (1000 amps X 3 services evenly spaced
apart), three phase, four-wire electrical service shall be provided for building
lighting, power, and mechanical equipment. All warehouse lighting will be 480v.
Office lighting will be 277v. All equipment and panels (Square D brand) shall be
sized in accordance to NEC requirements.
In addition to warehouse lighting panels and utility panels (dock leveler,
convenience outlets etc.) Three (3) 200 amp 480/277 volt three phase panels with
110v/208v-200 amp sub panels shall be provided in separate locations anywhere in
the Demised Premises as indicated by Tenant. These panels will be used
exclusively for Tenant's use (no lighting, emergency lights nor outlets). A 200
amp 480/277 volt three phase panel with 110v/208v-200 amp sub panels shall be
provided by the warehouse office for general office use including warehouse
lunchroom outlets and five 20 amp-110v circuits for vending machines. There
shall be 30 convenience quad outlets 110volt/ 20amp dedicated and located in the
warehouse by Tenant. Each dock light shall be 110 volt and use a quad outlet for
power located next to each dock door for maintenance use. All 110v-208v panels
shall have 42 circuit capacity.
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Car Parking: | 350 spaces provided, expandable to 450 as indicated on Exhibit A.
|------------ | -----------------------------------------------------------------

|Trailer Parking: | A total of fifty (50) trailer parking locations are provided; forty (40) in the
rear of truck court and ten (10) at rear dock wall, as indicated on Exhibit
A.
|---------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|Exterior Walls: | The exterior walls are constructed of 71/4" un-insulated site cast concrete
panels with architectural reveals. Walls at Front Office have 150 LF of 9' store
front glass. Landlord will provide up to an additional 100 LF of punched
windows, coordinated with the architectural reveals and finish of the existing
store front glass for the Front Office Area. Interior Warehouse Walls: All
interior warehouse walls are painted white.
|--------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Truck Apron: | On both the front and rear truck court, Landlord will provide a
60' concrete apron adjacent to the dock wall. All dock-high doors will have a
continuous 4' canopy.
|------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Concrete Slab: | The warehouse slab is constructed of 7" 4000psi concrete slab on grade with
dowel baskets at all construction joints and control joints. The slab is sealed
with two (2) coats of Pentra Sil, and meets a minimum FF35/FL25.
|-------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Roof: | The existing roof is a 45 mil, white TPO membrane, mechanically fastened system
with a 10-year warranty from the manufacturer. Insulation = R12. Roof access is
via an exterior ladder on the rear wall. The main roof pitches each way, with
drainage via traditional gutters and downspouts. The roof deck is primer white
on the interior.
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Dock Equipment: | Landlord has included Rite Hite AL986 hydraulic, 30,000# levelers
at all 120 dock-high door locations. Phoenix #DL-INC dock lights are also
provided at all 120 dock-high door locations.
|--------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Compactor Doors: | Two (2), 9' x 10' overhead door locations with electrical power shall be
provided. Compactors provided by Tenant.
|---------------- | -----------------------------------------------------------------------------------------------------------------

|Fire Protection
Warehouse: | ESFR, Factory Mutual acceptable. All extinguishers and hose
stations will be provided as required by code based on typical fully racked
Demised Premises.
|-------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

|Warehouse
Lighting: | High performance high bay 277/ 480 volt fluorescent fixtures with 6-lamp, T-5HO
lamps and electronic instant start ballasts with optically efficient reflector
as manufactured by Orion Energy Services or approved equal. Fixtures wired with
reloc and controlled by contactors (switches by warehouse entrance) to provide
30 FC minimum. Fixtures to be on a 17'8" X 18' centers in the rack area (
beginning 60 feet off dock walls X length of building) and 20' X 20' @ loading
docks ( 60 feet from docks X length of building X both sides). Conventional,
centrally located lighting controls have been provided. Emergency lighting as
required by code will be installed by the Landlord.
|------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Warehouse
Heat: | Cambridge units shall provide 55(degree)interior temperature at 9(degree)outside
temperature minimum.
|--------------- | -----------------------------------------------------------------------------------------------------

|Warehouse
Ventilation: | Roof-mounted, up-blast fans interconnected to wall louvers to provide three (3)
air changes/hour minimum, controlled by 7 day (24 hour) timers.
|---------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------

|Security
Fencing: | Not included.
|----------------- | -------------

|Exterior
Lighting: | The exterior lighting, provided by wall packs, pole lights and building soffit
lighting will provide a 1.9FC average.
|------------------ | ---------------------------------------------------------------------------------------------------------------------

|PavingSpecifications: | 
|--------------------- | 

|Light Duty Asphalt: | 5" stone base, 2" asphalt binder and 1" topping. This includes all
automobile parking areas shown in the site plan.
|------------------- | -------------------------------------------------------------------------------------------------------------------

|Heavy Duty Asphalt: | 8" stone base with 2" asphalt binder and 1" topping. This includes the main
truck aisles and truck court.
|------------------- | ---------------------------------------------------------------------------------------------------------

|Truck Apron:
Curb & Gutter: | 6" thick, 3500 psi, unreinforced concrete 60' deep. At all pavement edges.
|--------------------------- | --------------------------------------------------------------------------

EXHIBIT B

Preliminary Plans and Specifications
(Continued)

# Front Office and Warehouse Office Specifications
shall be as follows:

In the event the Preliminary Plans and Specifications do not
address a particular specification, then IDIs standard specifications
outlined in IDIs October 12, 2005 letter addressed to Raymond Stache shall
be provided.

# OFFICE ELECTRICAL:DISTRIBUTION:

In addition to an office lighting panel, three (3) 200 amp
110/208 distribution panels (42 circuits) shall be provided in general office
area in separate locations as indicated by Tenant. A separate 100 amp 100/208
volt (24 circuit) panel shall be located in the Computer/Telephone room. The use
of this panel will be exclusively for Tenants computer system, telephone
system and a separate 5 ton A/C unit provided by Landlord. All other HVAC units
shall be wired to 480v/3ph panels with locations and usage determined by
Landlord.

Tenant will be supplied up to 120 duplex wall outlets for
general use and 10 dedicated 20 amp duplex outlets (lunchroom vending machines,
copiers, etc.). These outlets can be powered from Tenants three (3) 200
amp panels.

There shall be up to 50 dedicated circuits (110v-20 amp) for
open plan office partitions in the general office areas. All office partition
circuits will be ceiling or wall fed to power poles (by Tenant). All modular
wiring, data and telephone cabling and connections to be the responsibility of
Tenant. Telephone and data conduits only shall be run to all private offices,
receptionist, office lunch room, etc. This includes outlet box and conduit
termination above the ceiling. (All labor and material for the telephone and
data cable installation is excluded). A security system shall not be included.

# OFFICE LIGHTING:

In open office area (20,000 SF), light fixtures shall be Verve
II / Focal Point FV2S-SL3T8-1c-277 E-C24-TS4/TSS. This pendant fixture to be
mounted 8'0 AFF in continuous rows on 7'0 centers. All other areas
(5,000 SF) to have 2 x 4 recessed, high efficiency (Electronic
Ballast) three lamp fixture with parabolic lens, 32 watt energy savings bulbs
(T-8) shall be used. Light fixtures grid shall start a maximum of 2 from
any wall. Office lighting shall have a 75 foot candle minimum throughout the
office area. One lighting contactor switch to turn on/off lighting shall be
provided by office entrance.

# HVAC:

Landlord will furnish and install roof top HVAC units with a
standard system of distribution ducts. Supply registers and diffuses, return
grills and associated fixtures servicing the office area (25,000 SF) and
warehouse office area (4,000 SF). The design criteria shall be as to handle the
heat load of the conditions of the building and 1 person per 75 SF in all office
areas. All units shall be designed with a (7) day programmable thermostats. A
separate 5 ton A/C cool only unit shall be provided for the Computer/Telephone
room, supplied with a low ambient control module with auto restart.

# OFFICE FINISHES;

# CEILINGS:

All ceilings shall be 9"0 AFF, 20,000 SF shall use
24 X24 X 1 Armstrong Optima  Open Plan 3152 with
15/16" standard ceiling grid. The remaining 5,000 SF shall use Armstrong
24 X 24 Cirrus Beveled Tegular with standard grid.

# FLOOR COVERINGS:

A labor and material allowance of $30.00/SY shall be used to
provide and install carpet, VCT, ceramic tile and base throughout the offices.

# WALL COVERING:

Required for all interior wall surfaces will be vinyl wall
covering except washroom plumbing walls (wet walls) which will be commercial
grade ceramic tile to ceiling. A material and installation allowance of $.75 per
surface square foot shall be used. Tenant will choose all wall coverings and may
choose as many as four different styles to use through out the office.

# INTERIOR DOORS AND WINDOWS:

All office (only) doors shall be 7'0 high solid
core with birch veneer finished with stain and clear satin polyurethane. All
frames to be painted metal. Private offices shall have full height (7)
side lites (nominal 16" wide) built into metal door jambs. All door
hardware shall be stainless steel. Locksets shall be ADA approved stainless
steel lever type as manufactured by Sargent (series 10) or approved equal. All
private offices shall have keyed lock entry. Master keying shall be included for
all building locks and keying schedule approved by Tenant. All interior exit and
entrance doors, opening into common areas shall include 5 X 20 glass
windows mounted in door and include commercial grade door closers. All exterior
office windows and interior door side lites to include Levelor blinds or
approved equal.

# WAREHOUSE OFFICE FINISHES:

All flooring to be VCT. All doors to be painted steel flush
mount. All walls painted semi gloss. Ceiling to be standard 2x4 lay- in.
Lighting to be 2x4 recessed, high efficiency (Electronic Ballast) three lamp
fixture with parabolic lens. 32 watt energy savings bulbs (T-8). General
lighting should be 75 FC. Bathroom walls shall be concrete block up to 9
AFF with drywall ceiling.

# WASHROOMS:

| | OFFICE:
All fixtures shall be American Standard or equal. Fixture count shall be
designed based on 1 person / 75 SF. Electric water coolers are to be provided on
common restroom walls and lunchroom. Washroom partitions shall be ceiling hung.
All washrooms will include floor drain. Washroom plumbing walls and floor shall
have a commercial grade ceramic tile. Color & style selected by Tenant.
Office baths to include shower facilities for both men and women with walls and
floor with ceramic tile and floor drain. A janitor closet shall be provided with
slop sink and floor drain.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | WAREHOUSE:
All fixtures shall be American Standard or equal. Fixture count (minimum) as per
detailed on General Building Requirements. One (1) electric water
cooler shall be provided on common restroom wall. Allwalls shall be
painted concrete block (8). Floors shall be VCT with floor drains. A
janitors closet shall be provided with slop sink and floor drain. Washrooms
partitions shall be floor mounted.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | GAS SERVICE:
Natural gas supplied to all HVAC units.
| | ----------------------------------------------------

EXHIBIT C

# Special Stipulations

The Special Stipulations set forth herein are hereby incorporated into the body
of the lease to which these Special Stipulations are attached (the
Lease), and to the extent of any conflict between these Special
Stipulations and the preceding language, these Special Stipulations shall govern
and control.

1.         
Tenants Early Occupancy. If and to the extent permitted by
applicable laws, rules and ordinances, beginning on the Lease Date Tenant shall
have the right to enter the Demised Premises in order to install racking and
otherwise prepare the Demised Premises for occupancy; provided that during said
periods: (i) Tenant shall comply with all terms and conditions of this Lease
other than the obligation to pay rent, (ii) Tenant shall not interfere with
Landlords completion of the Demised Premises, (iii) Tenant shall not use
or occupy the office portion of the Demised Premises or begin operation of its
business, and (iv) the installation of any items by Tenant in the Demised
Premises during said period, including, without limitation, racking, fixtures,
equipment, cabling and furniture, shall be subject to the prior written consent
of Landlord, which consent may be withheld in Landlords sole discretion,
and shall be in compliance with all laws and codes. Notwithstanding anything to
the contrary contained herein, Tenant does hereby expressly acknowledge and
agree that the storage and installation of fixtures and personal property
(including equipment) in the Demised Premises shall be at Tenants sole
risk, cost and expense, and that Landlord shall not be liable for and Tenant
hereby releases Landlord from any and all liability for theft thereof or any
damage thereto occasioned by any act of God or by any acts, omissions or
negligence of any persons. Tenant does hereby further agree to indemnify, defend
(with counsel reasonably acceptable to Landlord), and hold harmless Landlord and
its employees, officers, directors, agents and contractors from and against any
and all claims, liabilities, losses, actions, causes of action, demands, costs
and expenses (including, without limitation, attorneys fees at the trial
and appellate levels) of any and every nature arising out of or in any way
relating to Tenants storage and installation of said fixtures and personal
property as provided herein.

2.         
Right of First Refusal to Lease. So long as the Lease is in full force
and effect and no Event of Default has occurred and is then continuing and no
facts or circumstances then exist which, with the giving of notice or the
passage of time, or both, would constitute an Event of Default, Landlord hereby
grants to Tenant a right of first refusal (the Right of First
Refusal) to expand the Demised Premises to include space in the Building
that directly adjoins the Demised Premises (the Refusal Space)
subject to the terms and conditions set forth herein.

(a)     
Tenants and any guarantors then current financial condition, as
revealed by its most current financial statements (which shall include quarterly
and annual financial statements, including income statements, balance sheets,
and cash flow statements, as required by Landlord), must demonstrate either that
each of Tenants and such guarantors net worth is at least equal to
its net worth at the time the Lease was signed; or that Tenant and such
guarantor otherwise meet financial criteria acceptable to Landlord.

(b)      The term of the Right of First Refusal shall
commence on the Lease Date and continue throughout the initial Term (the
First Refusal Period), unless sooner terminated pursuant to the
terms hereof.

(c)     
Subject to the other terms of this Right of First Refusal, after any part of the
Refusal Space has or will become available (as defined herein) for
leasing by Landlord, Landlord shall not, during the First Refusal Period, lease
to a third party that available portion of the Refusal Space (the
Available Refusal Space) without first offering Tenant the right to
lease such Available Refusal Space as set forth herein.

(i)     
Space shall be deemed to become available when Landlord desires to
lease all or a portion of the Refusal Space.

(ii)     
Notwithstanding subsection c(i) above, Refusal Space shall not be deemed to
become available if the space is (a) assigned or subleased by the
current tenant of the space; or (b) re-let by the current tenant or permitted
subtenant of the space by renewal, extension, or renegotiation or (c) leased on
a temporary basis for a period of less than twelve (12) months without any right
to extend.

(d)     
Consistent with subsection (c), Landlord shall not lease any such Available
Refusal Space to a third party unless and until Landlord has first offered the
Available Refusal Space to Tenant in writing (the Offer). The Offer
shall contain (i) a description of the Available Refusal Space (which
description shall include the square footage amount and location of such
Available Refusal Space) and an attached floor plan that shows the Available
Refusal Space; (ii) the date on which Landlord expects the Available Refusal
Space to become available; (iii) the base rent for the Available Refusal Space;
and (iv) the term for the Available Refusal Space (which shall be no less than
the remainder of the Term of this Lease then in effect). Upon receipt of the
Offer, Tenant shall have the right, for a period of three (3) calendar days
after receipt of the Offer, to exercise the Right of First Refusal by giving
Landlord written notice that Tenant desires to lease the Available Refusal Space
at the base rent and upon the special terms and conditions as are contained in
the Offer. If the term of the Available Refusal Space expires after the Term of
the Lease, the Term of the Lease shall be extended to be coterminous with the
term of the Available Refusal Space and the Annual Base Rent per square foot for
the existing Demised Premises during said extension shall be based upon the
greater of (i) the base rent per square foot for the Available Refusal Space or
(ii) the Annual Base Rent per square foot of the Demised Premises for the
last year of the Term (including any escalation which would have occurred during
any extension of the Term pursuant to Special Stipulation 3 hereof). If Tenant
has an extension option under this Lease and the Term of this Lease is deemed
extended to be coterminous with the expiration date set forth in the Offer, then
the applicable extension option shall be deemed exercised in its entirety and to
thereafter be of no further force or effect.

(e)     
If, within such three (3)-day period, Tenant exercises the Right of First
Refusal, then Landlord and Tenant shall amend the Lease to include the Available
Refusal Space subject to the same terms and conditions as the Lease, as
modified, with respect to the Available Refusal Space, by the terms and
conditions of the Offer. If this Lease is guaranteed now or at anytime in the
future, Tenant simultaneously shall deliver to Landlord an original, signed, and
notarized reaffirmation of each Guarantors personal guaranty, in form and
substance acceptable to Landlord.

(f)     
If, within such three (3)-day period, Tenant declines or fails to exercise the
Right of First Refusal, Landlord shall then have the right to lease the
Available Refusal Space in portions or in its entirety to a third party,
unrelated to and unaffiliated with Landlord, at any time without regard to the
restrictions in this Right of First Refusal and on whatever terms and conditions
Landlord may decide in its sole discretion, provided the base rent (as adjusted
to account for any changes in the tenant improvement allowance), additional rent
and any rent concessions are not substantially more favorable to such tenant
than those set forth in the Offer, without again complying with all the
provisions of this Right of First Refusal.

(g)     
In the event that the Available Refusal Space is leased to such a third party,
this Right of First Refusal shall be subordinate to any extension or renewal
options contained in said lease. Further, if at the end of the term of said
third party lease, said third party tenant desires to remain in the Refusal
Space, Landlord shall be entitled to renew said lease and this Right of First
Refusal shall be subject and subordinate to said renewal.

(h)     
If Landlord desires to lease the Available Refusal Space at a base rent rate
substantially less than the base rent rate set forth in the Offer (provided,
that if the base rent rate is at least ninety percent (90%) of the base rent
rate set forth in the Offer, said base rent rate shall be conclusively deemed to
be not substantially less than the base rent set forth in the Offer), or if
Landlord desires to materially alter or modify the special terms and conditions
of the Offer, if any, Landlord shall be required to present the altered or
modified Offer to Tenant pursuant to this Right of First Refusal, in the same
manner that the original Offer was submitted to Tenant.

(i)     
This Right of First Refusal is personal to Systemax, Inc. and shall become null
and void upon the occurrence of an assignment of Tenants interest in the
Lease or a sublet of all or a part of the Demised Premises.

(j)     
This Right of First Refusal shall be null and void if Tenant is a holdover
Tenant pursuant to Section 30(c) of the Lease at the time Landlord is required
to notify Tenant of the Offer or at the time Tenant exercises its Right of
Refusal.

3.         
Option to Extend Term.

(a)     
Landlord hereby grants to Tenant two (2) consecutive options to extend the Term
for a period of five (5) years each time, each option to be exercised by Tenant
giving written notice of its exercise to Landlord in the manner provided in this
Lease at least one hundred eighty (180) days prior to (but not more than two
hundred ten (210) days prior to) the expiration of the Term, as it may have been
previously extended. No extension option may be exercised by Tenant if an Event
of Default has occurred and is then continuing or any facts or circumstances
then exist which, with the giving of notice or the passage of time, or both,
would constitute an Event of Default either at the time of exercise of the
option or at the time the applicable Term would otherwise have expired if the
applicable option had not been exercised.

(b)     
If Tenant exercises its first option to extend the Term, Landlord shall, within
thirty (30) days after the receipt of Tenants notice of exercise, notify
Tenant in writing of Landlords reasonable determination of the Base Rent
for the Demised Premises during the first Extension Term, which amount shall not
be less than the Base Rent for the prior Term nor greater than $3.85 per square
foot, taking into account all relevant factors for space of this type in the
Buford, Georgia area. The Base Rent for the Demised Premises during the first
Extension Term shall be the Base Rent set forth in Landlords notice to
Tenant.

(c)     
If Tenant exercises its second option to extend the Term, Landlord shall, within
thirty (30) days after the receipt of Tenants notice of exercise, notify
Tenant in writing of Landlords reasonable determination of the Base Rent
for the Demised Premises during the second Extension Term, which amount shall
not be less than the Base Rent for the prior Term (as previously extended),
taking into account all relevant factors for space of this type in the Buford,
Georgia area. Tenant shall have thirty (30) days from its receipt of
Landlords notice to notify Landlord in writing that Tenant does not agree
with Landlords determination of the Base Rent and therefore that Tenant
elects to retract its second option to extend the Term, in which case the Term,
as it may have been previously extended, shall expire on its scheduled
expiration date and Tenants second option to extend the Term shall be void
and of no further force and effect. If Tenant does not notify Landlord of such
retraction within thirty (30) days of its receipt of Landlords notice,
Base Rent for the Demised Premises during the second Extension Term shall be the
Base Rent set forth in Landlords notice to Tenant.

(d)     
Notwithstanding anything herein to the contrary, at the time Tenant exercises
its first extension option, Tenant may elect in writing to extend the Term at
that time for a period of ten (10) years, in which case Tenants second
option to extend the Term for a period of five (5) years shall be void and of no
further force and effect. If Tenant so elects to extend the Term for a period of
ten (10) years, Landlord shall, within thirty (30) days after the receipt of
Tenants notice of exercise, notify Tenant in writing of Landlords
reasonable determination of the Base Rent for the Demised Premises for the ten
(10) year extension term, which amount shall not be less than the Base Rent for
the prior Term nor greater than (i) $3.85 per square foot for the first
five (5) years of such ten (10) year extension term, or (ii) $4.43 per
square foot for the second five (5) years of such ten (10) year extension term,
taking into account all relevant factors for space of this type in the Buford,
Georgia area. The Base Rent for the Demised Premises during the ten (10) year
extension term shall be the Base Rent set forth in Landlords notice to
Tenant.

(d)     
Except for the Base Rent, which shall be determined as set forth in
subparagraphs (b) and (c) or (d) above, leasing of the Demised Premises by
Tenant for the applicable extended term shall be subject to all of the same
terms and conditions set forth in this Lease, including Tenants obligation
to pay Tenants share of Operating Expenses as provided in this Lease;
provided, however, that any improvement allowances, rent abatements or other
concessions applicable to the Demised Premises during the initial Term shall not
be applicable during any such extended term, nor shall Tenant have any
additional extension options unless expressly provided for in this Lease.
Landlord and Tenant shall enter into an amendment to this Lease to evidence
Tenants exercise of its renewal option. If this Lease is guaranteed, it
shall be a condition of Landlords granting the renewal that Tenant deliver
to Landlord a reaffirmation of the guaranty in which the guarantor acknowledges
Tenants exercise of its renewal option and reaffirms that the guaranty is
in full force and effect and applies to said renewal.

4.         
Building Compliance with Laws. Landlord represents and warrants to Tenant
that, to Landlords actual knowledge, the design and construction of the
Building materially complies with all applicable federal, state, county and
municipal laws, ordinances and codes in effect as of the Lease Date, excepting
therefrom any requirements related to Tenants specific use of the Demised
Premises.

5.         
Landlords and Tenants Compliance with ADA. Subject to the
last sentence hereof, Landlord, at its sole cost and expense, shall be
responsible for causing the Building and Demised Premises to comply with Title
III of the Americans With Disabilities Act of 1990 (the ADA), or the
regulations promulgated thereunder (as said Title III is in effect and pertains
to the general public), as of the Lease Commencement Date. During the Term,
Tenant hereby agrees that it shall be responsible, at its sole cost and expense,
for (a) causing the Building, the Building Common Area and the Demised Premises
to comply with Title III of the ADA as a result of (i) any special requirements
of the ADA relating to accommodations for individual employees, invitees and/or
guests of Tenant and (ii) any improvements or alterations made to the Demised
Premises by Tenant, and (b) complying with all obligations of Tenant under Title
I of the ADA.

6.         
Environmental Matters. Landlord shall indemnify Tenant and hold Tenant
harmless from and against any and all expenses, losses and liabilities actually
suffered by Tenant (with the exception of any and all consequential damages,
including but not limited to the loss of use of the Demised Premises, lost
profits and loss of business, and those expenses, losses, and liabilities
arising from the negligence or willful act of Tenant or Tenants
Affiliates) as a result of a governmental authority having jurisdiction ordering
a cleanup, removal or other remediation by Tenant of any Hazardous Substances
placed on, under or about the Demised Premises by Landlord. Notwithstanding the
foregoing, Landlord shall have the right to undertake and perform any studying,
remedying, removing or disposing of, or otherwise addressing, any Contamination
which is the responsibility of Landlord hereunder and to control all
communications with regulatory or governmental agencies with respect thereto,
and Tenant shall not perform such acts and communications nor be entitled to any
indemnification hereunder unless (w) Tenant is specifically required by
Environmental Laws to perform such acts, (x) Tenant notifies Landlord of such
Contamination promptly after Tenant has actual knowledge or reasonable belief of
its existence, (y) Tenant promptly provides copies to Landlord of any notices
given or received by Tenant related to such Contamination and (z) Landlord has
failed or refused to perform such acts and communications after having been
afforded reasonable written notice by Tenant and having had reasonable
opportunity to perform such acts and communications.

7.         
Landlord Insurance. Landlord shall maintain at all times during the Term
of this Lease, with such deductible as Landlord in its sole judgment determines
advisable, insurance on the Special Form or equivalent form on a
Replacement Cost Basis against loss or damage to the Building. Such insurance
shall be in the amount of 100% of the replacement value of the Building
(excluding all fixtures and property required to be insured by Tenant under this
Lease). Landlord shall also maintain at all times during the Term commercial
general liability insurance with limits at least equal to the amount as Tenant
is required to maintain pursuant to Section 8(a)(i) of this Lease.

8.         
Assignment of Landlords Warranties. Landlord grants to Tenant,
until the expiration or earlier termination of the Term, without recourse or
warranty, a non-exclusive right during the Term to exercise Landlords
rights under any warranties obtained with respect to the heating, ventilation
and air conditioning system, or any other portions of the improvements within
the Demised Premises required to be maintained or repaired by Tenant pursuant to
this Lease.

9.         
Operating Expenses  Cap on Controllable Expenses. Beginning after
the second (2nd) full calendar year during the Primary Term, in the event that
the amount of Operating Expenses for the Building attributable to all items
other than taxes, utilities, insurance (including any commercially
reasonable deductibles), snow removal, management fees and charges assessed
against or attributed to the Building pursuant to any applicable declaration of
protective covenants (Operating Expenses attributable to all such other items
being referred to collectively herein as Controllable Expenses) in
any calendar year after such second (2nd) full calendar yearexceeds the amount attributable to Controllable Expenses for the
Building during the immediately preceding calendar year by more than seven
percent (7%) (the Cap), then the amount attributable to Controllable
Expenses for the Building, for purposes of determining the amount of
Tenants proportionate share of Operating Expenses only (as Tenants
proportionate share may have been adjusted to account for any changes in the
size of the Demised Premises due to expansions or contractions), shall be
limited to the amount attributable to Controllable Expenses for the Building for
the immediately preceding calendar year multiplied by the sum of one hundred
percent (100%) and the Cap. If the Building was not fully leased during such
immediately preceding calendar year, then Operating Expenses for the Building
shall be grossed -up (as if the Building had been fully leased for
the entirety of such immediately preceding calendar year) on such basis as
Landlord may reasonably determine for purposes of determining the application of
this Special Stipulation to the year in question.

10.         
Lease Guaranty. Simultaneously with the execution of this Lease by
Tenant, Tenant shall cause Systemax, Inc. to execute and deliver to Landlord a
Guaranty in the form attached hereto as Exhibit F and by this reference
made a part hereof.

11.         
Option to Purchase.

(a)     
Landlord hereby grants to Tenant the exclusive option and right (the
Purchase Option) to purchase the Building and related land
containing approximately 40.9 acres (collectively, the Premises)
from Landlord upon the terms and conditions set forth herein. The Purchase
Option may not be exercised by Tenant if an Event of Default is then continuing
at the time of exercise of the Purchase Option .

(b)     
The Purchase Option shall be exercisable at any time from the Lease Date through
5:00 p.m. Eastern time on April 1, 2006 (the Option Date).

(c)     
The purchase price (the Purchase Price) of the Premises in the event
the Purchase Option is properly and timely exercised shall be the sum of (i)
$29,400,000.00, (ii) all accrued and unpaid interest together with the cost of
any Change Orders or other additional tenant improvements which has not yet been
paid for by Tenant pursuant to the terms of the Lease, (iii) all costs and
expenses incurred by Landlord in constructing improvements in the Refusal Space
in the event Tenant exercises its Right of First Refusal pursuant to the terms
of Special Stipulation 2 above, and (iv) any additional sums owed by Tenant to
Landlord under the terms of the Lease. The Purchase Price (less the Earnest
Money, as hereinafter defined) shall be payable in cash or immediately available
funds at Closing (as hereinafter defined). For purposes of this Special
Stipulation 11, the cost of the construction of the improvements in the Refusal
Space shall be deemed to include, but not be limited to, the cost of the plans
and specifications for such improvements, permits and all tenant buildout,
including without limitation demising walls, utilities, the heating, ventilating
and air conditioning system and ten percent (10%) of all such costs as
Landlords overhead.

(d)     
The Purchase Option may be exercised by Tenant, on or before the Option Date, by
(i) giving written notice (the Option Notice) to Landlord of such
exercise and (ii) simultaneously delivering to First American Title Insurance
Company (Escrow Agent) the sum of $500,000.00 as security for
Tenants faithful performance of its obligations hereunder (the
Earnest Money), which amount, together with any interest earned
thereon, shall be applied as a credit against the Purchase Price in the event of
a Closing hereunder or otherwise disbursed by Escrow Agent pursuant to the terms
of this Special Stipulation 11. If Tenant shall fail to exercise the Purchase
Option by the Option Date, the Purchase Option shall terminate.

(e)     
In the event that Tenant timely exercises the Purchase Option, Tenant and its
agents shall have the right, from time to time prior to the Closing, to examine
the Premises and the condition thereof, and to conduct such surveys and to make
such engineering and other inspections, tests and studies as Tenant shall
determine to be reasonably necessary, all at Tenants sole cost and
expense; provided, however, Tenant shall not conduct any
environmental investigations of the Land beyond a Phase I environmental site
assessment (i.e. no sampling or drilling) without first obtaining
Landlords prior written consent, which consent shall not be unreasonably
withheld, delayed or conditioned. Tenant agrees to give Landlord reasonable
advance notice of such examinations or surveys and to conduct such examinations
or surveys during normal business hours. Unless Landlord waives such right in
writing, a representative of Landlord must be present with Tenant during all
examinations or surveys of the Premises conducted by Tenant. Tenant agrees to
conduct all examinations and surveys of the Premises in a manner that will not
harm or damage the Premises, and agrees to restore the Premises to its condition
prior to any such examinations or surveys immediately after conducting the same.
Tenant hereby indemnifies and holds Landlord harmless from and against any
claims for injury or death to persons, damage to property or other losses,
damages or claims, including, in each instance, attorneys fees and
litigation costs, arising out of any action of any person or firm entering the
Premises on Tenants behalf as aforesaid, which indemnity shall survive the
Closing or any termination of this Purchase Option or the Lease without the
Closing having occurred.

(f)     
Notwithstanding Tenants right of inspection contained in sub-paragraph (e)
above, Tenant shall have until May 1, 2006 (the Inspection Date) in
which to make such investigations and studies with respect to the Premises as
Tenant deems appropriate, and to terminate the Purchase Option, by written
notice to Landlord, to be received on or before the Inspection Date, if Tenant
is not, for any reason satisfied with the Premises. If Tenant fails to give
notice of such termination to be received by Landlord on or before the
Inspection Date, then Tenants rights under this sub-paragraph (f) shall be
deemed to have been waived by Tenant and the Purchase Option shall remain in
full force and effect without any longer being subject to this sub-paragraph
(f). If Tenant does give notice of termination, $100 of the Earnest Money shall
be paid to Landlord for the rights granted Tenant hereunder and the balance of
the Earnest Money shall be refunded to Tenant by Escrow Agent, and the parties
shall have no further rights or obligations under this Special Stipulation 11,
except for those which expressly survive any such termination, and thereafter,
Tenant shall promptly provide to Landlord, without charge, copies of any
reports, surveys, drawings, tests or other written documents obtained by Tenant
with respect to the Premises.

(g)     
Provided that all of the conditions set forth herein are theretofore fully
satisfied, and provided that Tenant has not previously terminated this Purchase
Option pursuant to the terms of sub-paragraph (f) above, the closing or
settlement (Closing) of the sale of the Premises contemplated hereby
shall be held at the offices of Landlords attorney, during regular
business hours on or before the date which is thirty (30) calendar days
following Substantial Completion. The exact time and date of Closing shall be
selected by Tenant by written notice given to Landlord at least five (5) days
prior to the date so specified. If Tenant shall fail to close by such date, the
Purchase Option shall terminate and Landlord shall be entitled, as its sole and
exclusive remedy hereunder, to receive the Earnest Money as full liquidated
damages for such default, whereupon this Purchase Option shall terminate and the
parties shall have no further rights or obligations hereunder, except for those
which expressly survive any such termination. The parties hereby acknowledge the
difficulty of ascertaining Landlords actual damages in such circumstance
and agree, after discussion, that the Earnest Money represents a good faith
estimate thereof and is not intended as a penalty, but as full liquidated
damages pursuant to O.C.G.A. Section 13-6-7. Tenant covenants not to bring any
action or suit challenging the amount of liquidated damages provided hereunder
in the event of such default. This provision shall expressly survive the
termination of this Special Stipulation 11 and the Lease.

(h)     
At Closing, Landlord shall convey fee simple title to the Premises to Tenant by
limited warranty deed, which shall expressly be made subject to all matters of
record except for past due monetary liens created by Landlord and any security
deeds, mortgages, deeds of trust or other financing created by Landlord, which
Landlord shall be obligated to pay off and discharge at Closing. Landlord shall
execute and deliver reasonable evidence of authority and existence, evidence of
non-foreign status required by the Internal Revenue Code (without which tax will
be withheld as required by law), a closing statement, an owners affidavit
of title (in substantially the form required by a national title insurance
company reasonably approved by Landlord (the Title Company)), a
state transfer tax declaration and other documents which are customarily
required by the Title Company at the time of Closing to issue its owners
title insurance policy. Landlord shall pay the State transfer tax payable in
connection with conveyance of the Premises. All other costs of Closing,
including, without limitation, all title insurance costs, survey, recording and
other due diligence expenses shall be paid by Tenant. Ad valorem taxes assessed
against the Premises for the year in which the Closing occurs shall be prorated
as of the day of Closing.

(i)     
At Closing, Landlord shall warrant to Tenant that the materials and equipment
furnished by Landlords contractors in the completion of Landlords
Work will be of good quality and new, that during the one period following the
date of Substantial Completion of Landlords Work, such materials and
equipment and the work of such contractors shall be free from defects not
inherent in the quality required or permitted under the Lease, and that such
work will conform to the Plans and Specifications described in the Lease. This
warranty shall exclude damages or defects caused by abuse by Tenant and
Tenants Affiliates, improper or insufficient maintenance, improper
operation, or normal wear and tear under normal usage. Upon the expiration of
the aforementioned one year warranty, Landlord shall grant to Tenant, without
recourse or warranty, a non-exclusive right to exercise Landlords rights
under any warranties obtained with respect to the roof, heating, ventilation and
air conditioning system, or any other portions of the Building. Landlord shall
obtain a minimum ten (10) year roof warranty

(j)     
Landlord and Tenant each warrant and represent to the other that neither has
employed or otherwise engaged a real estate broker or agent in connection with
the sale of the Premises pursuant to the Purchase Option, and the parties agree
to execute an affidavit to that effect at the Closing. Landlord and Tenant
covenant and agree, each to the other, to indemnify the other against any loss,
liability, costs (including reasonable attorneys fees), claims, demands,
causes of action and suits arising out of the alleged employment or engagement
by the indemnifying party of any real estate broker or agent in connection with
the Purchase Option. The indemnities contained in this subsection (j) shall
survive Closing and any termination of this Lease.

(k)     
Notwithstanding anything contained in this Special Stipulation 11 to the
contrary, in the event (i) the Lease is terminated for any reason prior to the
exercise of the Purchase Option by Tenant, or (ii) Tenant fails to timely
exercise the Right of First Refusal pursuant to the terms of Special Stipulation
2 above, then the Purchase Option shall terminate. This Purchase Option is
personal to Global Equipment Company, Inc. and those permitted assignees under
Section 29(b) hereof, and shall automatically terminate and be of no further
force and effect if Global Equipment Company, Inc. assigns or sublets all or any
portion of its interest in this Lease except as set forth in that Section. This
Purchase Option may not be assigned by Global Equipment Company, Inc. regardless
of whether Global Equipment Company, Inc. is the Tenant under this Lease.

(l)     
In the event that Tenant fails to timely exercise the Purchase Option by the
Option Date or if this Purchase Option should otherwise terminate, Landlord and
Tenant agree to enter into an Amended and Restated Industrial Lease Agreement,
on all the same terms and conditions as this Lease, except for the omission of
this Special Stipulation 11 and any other reference to the Purchase Option
contained in this Lease.

12.    
Substantial Completion. Notwithstanding anything herein to the contrary
(and only on the condition that Hewlett-Packard Company completes the purchase
of the building located at 120 Satellite Blvd, Suwanee, GA from Tenants
affiliate, Systemax Suwanee LLC), (a) in the event that the date of Substantial
Completion occurs prior to April 1, 2006, Tenant hereby covenants and agrees to
pay Landlord the sum of (i) $10,000.00 per day for each day between the date of
Substantial Completion and March 31, 2006, inclusive; plus (ii) $150,000.00, and
(B) in the event that the date of Substantial Completion occurs between April 1,
2006 and April 30, 2006, Tenant hereby covenants and agrees to pay Landlord the
sum of $5,000.00 per day for each day between the date of Substantial Completion
and April 30, 2006, inclusive. Tenant agrees to deliver to Landlord any amount
due Landlord under this Special Stipulation 12 within thirty (30) days following
the date of Substantial Completion. Failure by Tenant to timely make such
payment to Landlord shall be an automatic Event of Default hereunder.

EXHIBIT D

# Rules And Regulations

These Rules and Regulations have been adopted by Landlord for
the mutual benefit and protection of all the tenants of the Building in order to
insure the safety, care and cleanliness of the Building and the preservation of
order therein.

1.    
The sidewalks shall not be obstructed or used for any purpose other than ingress
and egress. No tenant and no employees of any tenant shall go upon the roof of
the Building without the consent of Landlord.

2.    
No awnings or other projections shall be attached to the outside walls of the
Building.

3.    
The plumbing fixtures shall not be used for any purpose other than those for
which they were constructed, and no sweepings, rubbish, rags or other
substances, including Hazardous Substances, shall be thrown therein.

4.    
No tenant shall cause or permit any objectionable or offensive odors to be
emitted from the Demised Premises.

5.    
The Demised Premises shall not be used for (i) an auction, fire
sale, liquidation sale, going out of business sale
or any similar such sale or activity, (ii) lodging or sleeping, or (iii) any
immoral or illegal purposes.

6.    
No tenant shall make, or permit to be made any unseemly or disturbing noises,
sounds or vibrations or disturb or interfere with tenants of this or neighboring
buildings or premises or those having business with them.

7.    
Each tenant must, upon the termination of this tenancy, return to the Landlord
all keys of stores, offices, and rooms, either furnished to, or otherwise
procured by, such tenant, and in the event of the loss of any keys so furnished,
such tenant shall pay to the Landlord the cost of replacing the same or of
changing the lock or locks opened by such lost key if Landlord shall deem it
necessary to make such change.

8.    
Canvassing, soliciting and peddling in the Building and the Project are
prohibited and each tenant shall cooperate to prevent such activity.

9.    
Landlord will direct electricians as to where and how telephone or telegraph
wires are to be introduced. No boring or cutting in any structural element of
the Building for wires or stringing of wires will be allowed without written
consent of Landlord, which consent shall not be unreasonably withheld or
delayed. The location of telephones, call boxes and other office equipment
affixed to the Demised Premises shall be subject to the approval of Landlord.

10.    
Parking spaces associated with the Building are intended for the exclusive use
of passenger automobiles. Except for intermittent deliveries, no vehicles other
than passenger automobiles may be parked in a parking space (other than spaces
expressly designated on the Plans for truck parking) without the express written
permission of Landlord. Trucks may be parked only in truck dock positions and in
other paved areas expressly designated for such purpose in the Plans. Trailers
may be parked only in paved areas expressly designated for such purpose in the
Plans. Neither trucks nor trailers may be parked or staged in (i) areas
adjacent to truck docks, serving any portion of the Building, which are intended
by Landlord for truck maneuvering or (ii) any driveway, drive aisle or
other paved area which provides ingress or egress for cars or trucks to or from
any portion of the Building or any street adjoining the Building.

11.    
No tenant shall use any area within the Project for storage purposes other than
the interior of the Demised Premises.

EXHIBIT E

CERTIFICATE OF AUTHORITY
CORPORATION

The undersigned, Secretary of Global Equipment Company, Inc., a New York
corporation (Tenant), hereby certifies as follows to Hamilton Mill Business
Center, LLC, a Delaware limited liability company (Landlord), in connection
with Tenants proposed lease of premises in Building M, at Hamilton Mill Business
Center, Gwinnett County, Georgia (the Premises):

1.     
Tenant is duly organized, validly existing and in good standing under the laws
of the State of New York, and duly qualified to do business in the State of
Georgia.

2.     
That the following named persons, acting individually, are each authorized and
empowered to negotiate and execute, on behalf of Tenant, a lease of the Premises
and that the signature opposite the name of each individual is an authentic
signature:

|___________________________
(name) | ___________________________
(title) | ___________________________
(signature)
|---------------------------------- | ----------------------------------- | ---------------------------------------

|___________________________
(name) | ___________________________
(title) | ___________________________
(signature)
|---------------------------------- | ----------------------------------- | ---------------------------------------

|___________________________
(name) | ___________________________
(title) | ___________________________
(signature)
|---------------------------------- | ----------------------------------- | ---------------------------------------

3.     
That the foregoing authority was conferred upon the person(s) named above by the
Board of Directors of Tenant, at a duly convened meeting held _____________,
200__.

| | ________________________________
Secretary
          
          
          
   [CORPORATE SEAL]
| | -----------------------------------------------------------------------------------------------

# EXHIBIT F

# FORM OF GUARANTY

# GUARANTY

THIS GUARANTY (this Guaranty), made and entered into this ___
day of ________, 2005, by SYSTEMAX, INC., a Delaware corporation (hereinafter referred to
as Guarantor) in favor of HAMILTON MILL BUSINESS CENTER, LLC, a Delaware
limited liability company (hereinafter called Landlord) and any subsequent
owner or holder of the Lease (as hereinafter defined).

R E C I T A L S:

| | Landlord has entered into an Industrial Lease Agreement
(Lease) with Global Equipment Company, Inc. (Tenant), in which
Guarantor has a direct or indirect financial interest or affiliation, which Lease was
executed by Tenant on ____________, 2005, and provides for the leasing to Tenant of
approximately 517,628 square feet of space in a building located in Hamilton Mil Business
Center, in Gwinnett County, Georgia; and
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Landlord will not enter into the Lease unless Guarantor guarantees the
obligations of Tenant under the Lease as set forth herein; and
| | -------------------------------------------------------------------------------------------------------------------------------------

| | Guarantor derives benefits from the Lease to Tenant.
| | ----------------------------------------------------

NOW THEREFORE, as a material inducement to Landlord to enter into the
Lease with Tenant, and for other good and valuable consideration, the receipt and
sufficiency of all of which are hereby acknowledged and confessed, Guarantor does hereby,
irrevocably and unconditionally, warrant and represent unto and covenant and agree with
Landlord as follows:

1.     
Guaranty  Guarantor hereby unconditionally guarantees the full,
faithful and punctual payment of all rent, additional rent and other amounts due
to Landlord under the Lease (including during any holdover period) by Tenant and
the full, faithful and punctual performance by Tenant of all the terms,
provisions and conditions of the Lease (including during any holdover period),
together with interest or late charges on all of the foregoing as provided in
the Lease and all other costs and expenses of collection (all of the foregoing
sometimes hereinafter referred to as the Obligations).

2.     
No Discharge  This Guaranty by Guarantor shall continue for the
benefit of Landlord notwithstanding (a) any extension, modification,
amendment or alteration of the Lease, (b) any assignment of the Lease, with
or without the consent of Landlord, (c) any bankruptcy, reorganization, or
insolvency of Tenant or any successor or assignee thereof, or (d) any
release, extension or modification of the liability of Tenant or any other party
liable under the Lease or any other guaranty of the Lease. This Guaranty shall
in all respects be a continuing, absolute and unconditional guaranty of payment
and performance and shall remain in full force and effect notwithstanding,
without limitation, the death or incompetency of Guarantor or Tenant, or any
proceeding, voluntary or involuntary, involving the bankruptcy, insolvency,
receivership, reorganization, liquidation or arrangement of Guarantor or Tenant
or by any defense which Tenant may have by reason of the order, decree or
decision of any court or administrative body resulting from any such proceeding.

3.     
Primarily Liable  This Guaranty is a guaranty of payment and not of
collection. The liability of Guarantor under this Guaranty shall be joint and
several and primary and direct and in addition to any right of action which
shall accrue to Landlord under the Lease. Landlord shall have the right, at its
option, to proceed against Guarantor (or any one or more parties constituting
Guarantor) without having commenced any action, or having obtained any judgment,
against Tenant or any other party liable under the Lease or any other guaranty
of the Lease.

4.     
Default  In the event of a default by Tenant under the Lease,
Landlord shall have the right to enforce its rights, powers and remedies under
the Lease, any other guaranty of the Lease, and under this Guaranty and all
rights, powers and remedies available to Landlord shall be non-exclusive and
cumulative of all other rights, powers and remedies under the Lease, any other
guaranty of the Lease or under this Guaranty or by law or in equity. The
obligations of Guarantor hereunder are independent of the obligations of Tenant
or any other guarantor, and Landlord may proceed directly to enforce all rights
under this Guaranty without proceeding against or joining Tenant, any other
guarantor or any other person or entity. Until all of the Obligations have been
performed and paid in full, Guarantor shall have no right of subrogation to
Landlord, and Guarantor hereby waives any rights to enforce any remedy which
Landlord may have against Tenant.

5.     
Waivers  Guarantor expressly waives and agrees not to assert or
take advantage of: (a) the defense of the statute of limitations in any
action hereunder or in any action for collection of the Obligations,
(b) any defense that may arise by reason of the failure of the Landlord to
file or enforce a claim against Guarantor or Tenant in bankruptcy or in any
other proceeding, (c) any defense based on the failure of Landlord to give
notice of the creation, existence or incurring of any new obligations or on the
action or non-action of any person or entity in connection with the Obligations,
(d) any duty on the part of Landlord to disclose to Guarantor any facts it
may know or may hereafter acquire regarding Tenant, (e) any defense based
on lack of diligence on the part of Landlord in the collection of any and all of
the Obligations, or (f) any demand for payment, presentment, notice of
protest or dishonor, notice of acceptance of this Guaranty and any and all other
notices or demands to which Guarantor might otherwise be entitled by law.

6.     
Subordination; Waiver of Subrogation; Preference and Fraudulent Transfer
Indemnity. Any indebtedness (including, without limitation, interest
obligations) of Tenant to Guarantor now or hereafter existing shall be, and such
indebtedness hereby is, deferred, postponed and subordinated to the Obligations.
Guarantor hereby unconditionally and irrevocably agrees that (a) Guarantor will
not at any time assert against Tenant (or Tenants estate in the event
Tenant becomes bankrupt or becomes the subject of any case or proceeding under
the bankruptcy laws of the United States of America) any right or claim to
indemnification, reimbursement, contribution or payment for or with respect to
any and all amounts Guarantor may pay or be obligated to pay Landlord,
including, without limitation, any and all Obligations which Guarantor may
perform, satisfy or discharge, under or with respect to this Guaranty; (b)
Guarantor waives and releases all such rights and claims and any other rights
and claims to indemnification, reimbursement, contribution or payment which
Guarantor, or any of them, may have now or at any time against Tenant (or
Tenants estate in the event Tenant becomes bankrupt or becomes the subject
of any case or proceeding under any bankruptcy laws); (c) Guarantor shall have
no right of subrogation, and Guarantor waives any right to enforce any remedy
which Landlord now has or may hereafter have against Tenant; (d) Guarantor
waives any benefit of, and any right to participate in, any security now or
hereafter held by Landlord; and (e) Guarantor waives any defense based upon an
election of remedies by Landlord which destroys or otherwise impairs any
subrogation rights of Guarantor or the right of Guarantor to proceed against
Tenant for reimbursement. The waivers hereunder shall continue and survive after
the payment and satisfaction of the Obligations, and the termination or
discharge of Guarantors obligations under this Guaranty. Guarantor further
hereby unconditionally and irrevocably agrees and guarantees (on a joint and
several basis) to make full and prompt payment to Landlord of any of the
Obligations or other sums paid to Landlord pursuant to the Lease which Landlord
is subsequently ordered or required to pay or disgorge on the grounds that such
payments constituted an avoidable preference or a fraudulent transfer under
applicable bankruptcy, insolvency or fraudulent transfer laws; and Guarantor
shall fully and promptly indemnify Landlord for all costs (including, without
limitation, attorneys fees) incurred by Landlord in defense of such claims
of avoidable preference or fraudulent transfer.

7.     
Choice of Law  This Guaranty is to be performed in the State of
Georgia and shall be governed by and construed in accordance with the laws of
the State of Georgia, without regard to its conflicts laws or choice of law
rules.

8.     
Time of Essence  Time is of the essence of this Guaranty.

9.     
Notices  Wherever any notice or other communication is required or
permitted hereunder, such notice or other communication shall be in writing and
shall be delivered by hand, or by nationally-recognized overnight express
delivery service, by U. S. registered or certified mail, return receipt
requested, postage prepaid to the addresses set out below or at such other
addresses as are specified by written notice delivered in accordance herewith:

| | Landlord: | Hamilton Mill Business Center, LLC
c/o IDI, Inc.
3424 Peachtree Road, N.E., Suite 1500
Atlanta, Georgia  30326
Attn:  Manager - Lease Administration
| | --------- | ----------------------------------------------------------------------------------------------------------------------------------------------------

| | Guarantor: | Systemax, Inc.
___________________
___________________
Attn: _______________
| | ---------- | ----------------------------------------------------------------------------

Any notice or other communication mailed as hereinabove provided
shall be deemed effectively given (a) on the date of delivery, if delivered by
hand; or (b) on the date mailed if sent by overnight express delivery or if sent
by U.S. mail. Such notices shall be deemed received (a) on the date of delivery,
if delivered by hand or overnight express delivery service; or (b) on the date
indicated on the return receipt if mailed. If any notice mailed is properly
addressed but returned for any reason, such notice shall be deemed to be
effective notice and to be given on the date of mailing.

10.     
Authority  If Guarantor is not a natural person, Guarantor shall
cause its corporate secretary or general partner, as applicable, to execute the
certificate attached hereto as Exhibit A. Guarantor is authorized by all
required corporate or partnership action to enter into this Guaranty and the
individual(s) signing this Guaranty on behalf of Guarantor are each authorized
to bind Guarantor to its terms.

11.     
Successors and Assigns  This Guaranty shall be binding upon and
inure to the benefit of the parties hereto and their heirs, legal
representatives, successors and assigns.

IN WITNESS WHEREOF, Guarantor has executed under seal and delivered this
Guaranty to Landlord on the date and year above first written.

| | GUARANTOR:
SYSTEMAX, INC., a Delaware corporation
By: 
Name:
Title:
Attest:
Name:
Title:
          
     [CORPORATE SEAL]
| | -------------------------------------------------------------------------------------------------------------------------

EXHIBIT A

CERTIFICATE OF AUTHORITY
CORPORATION

The undersigned, Secretary of SYSTEMAX, INC., a Delaware
corporation (Guarantor), hereby certifies as follows to HAMILTON
MILL BUSINESS CENTER, LLC, a Delaware limited liability company
(Landlord), in connection with the execution of a Guaranty by
Guarantor (the Guaranty) of that certain Industrial Lease Agreement dated
___________, 2005 between Landlord and Global Equipment Company, Inc.
(Tenant) (the Lease) relating to the lease of
approximately 517,628 square feet within Building M, at Hamilton Mill Business
Center Gwinnett County, Georgia (the Premises):

1.     
Guarantor is duly organized, validly existing and in good standing under the
laws of the State of Delaware, and duly qualified to do business in the State of
Georgia.

2.     
That the following named persons, acting individually, are each authorized and
empowered to negotiate and execute, on behalf of Guarantor, a Guaranty of the
Lease and that the signature opposite the name of each individual is an
authentic signature:

|___________________________
(name) | ___________________________
(title) | ___________________________
(signature)
|---------------------------------- | ----------------------------------- | ---------------------------------------

|___________________________
(name) | ___________________________
(title) | ___________________________
(signature)
|---------------------------------- | ----------------------------------- | ---------------------------------------

|___________________________
(name) | ___________________________
(title) | ___________________________
(signature)
|---------------------------------- | ----------------------------------- | ---------------------------------------

3.     
That the foregoing authority was conferred upon the person(s) named above by the
Board of Directors of Guarantor, at a duly convened meeting held _____________,
20___.

| | ________________________________
Secretary
          
          
          
   [CORPORATE SEAL]
| | -----------------------------------------------------------------------------------------------

# EXHIBIT G

FORM OF LANDLORD WAIVER AND CONSENT

LANDLORDS WAIVER AND CONSENT

NAME OF RECORD OWNER OF REAL
ROPERTY:___________________("Landlord")
ADDRESS OF REAL PROPERTY:_________________________________ (the
"Premises")

WHEREAS, Landlord is the owner of the Premises, and represents that
Landlord has or is about to enter into a lease transaction (the Lease) with
________________________ (Borrower) pursuant to which Borrower has or will
acquire a leasehold interest in all or a portion of the Premises; and

WHEREAS, JPMorgan Chase Bank, N.A. (Chase) the various
other financial institutions (collectively, Lenders) and Chase, as agent for
Lenders (Agent) has or is about to enter into a financing transaction with
Borrower and related companies (collectively with Borrower, individually and collectively,
the Company); to secure such financing, each Company has granted to Agent for
its benefit and for the ratable benefit of Lenders a security interest and lien in the
tangible and intangible personal property of such Company, including, without limitation,
goods, inventory, machinery and equipment, together with all additions, substitutions,
replacements and improvements to, and the products and proceeds of the foregoing
(collectively, the Collateral); and

WHEREAS, all or a portion of the Collateral may from time to time
be located at the Premises or may become wholly or partially affixed to the Premises;

NOW THEREFORE, in consideration of any financial accommodation
extended by Agent and Lenders to Company at any time, and other good and valuable
consideration the receipt and sufficiency of which Landlord hereby acknowledges, Landlord
hereby agrees as follows:

1.    
A true and correct copy of the Lease is attached hereto as Exhibit A. To
Landlords actual knowledge, the Lease is in full force and effect and
Landlord is not aware of any existing default under the Lease.

2.     
The Collateral may be stored, utilized and/or installed at the Premises and
shall not be deemed a fixture or part of the real estate but shall at all times
be considered personal property, whether or not any of the Collateral becomes so
related to the real estate that an interest therein arises under real estate
law.

3.     
Until such time as the obligations of Company to Agent and Lenders are paid in
full, Landlord disclaims any interest in the Collateral, and agrees not to
distrain or levy upon any of the Collateral or to assert any claim against the
Collateral for any reason.

4.     
Landlord shall not prevent Agent, any Lender or their representatives from (a)
entering upon the Premises at any time to inspect or remove the Collateral, or
(b) advertising and conducting public auctions or private sales of the
Collateral at the Premises, in each case without liability of Agent or Lenders
to Landlord; provided however, that Agent and Lenders shall promptly repair, at
their expense, any physical damage to the Premises actually caused by said
removal by Agent, Lenders or any other party conducting said removal. Agent and
Lenders shall not be liable for any diminution in value of the Premises caused
by the absence of Collateral actually removed or by any necessity of replacing
the Collateral.

5.     
Landlord shall not interfere with any sale of the Collateral, by public auction
or otherwise, conducted by or on behalf of Agent and Lenders on the Premises.

6.     
Landlord agrees to provide Agent with written notice of any default or claimed
default by Borrower under the Lease, and prior to the termination of the Lease,
to permit Agent and Lenders the same opportunity to cure or cause to be cured
such default as is granted Borrower under the Lease, provided, however that
Agent and Lenders shall have at least ten (10) days following receipt of said
notice to cure such default so long as a default has not occurred more than
twice in any twelve (12) month period. Landlord will permit Agent and Lenders to
remain on the Premises for a period of up to ninety (90) days following receipt
by Agent of written notice from Landlord that Landlord is in possession and
control of the Premises, has terminated the Lease and is directing removal of
the Collateral (the Landlords Notice). Agent and Lender shall
pay, and be liable, to Landlord for all base rent and additional rent due under
the Lease from the date of the Landlords Notice. Said rent shall be paid
monthly in advance (but the first months rent shall be due thirty (30)
days after receipt of Landlords Notice); provided, however, said rent
shall be pro-rated on per diem basis determined on a 30 day month and Landlord
shall promptly re-pay any excess rent paid by Agent and Lender. Agents and
Lenders right to occupy the Premises under the preceding sentences shall
be extended for the time period Agent and Lenders are prohibited from selling
the Collateral due to the imposition of the automatic stay by the filing of
bankruptcy proceedings by or against any Company; provided that Agent or Lender
pay said rent when due, and base rent shall increase by 3% annually if the
Collateral remains in the Premises for more than one year after the date of
Landlords Notice. Agent and Lenders shall not assume nor be liable for any
unperformed or unpaid obligations of Borrower under the Lease.

7.     
This waiver shall inure to the benefit of and be binding on Agent, Lenders,
their successors and assigns and shall inure to the benefit of and be binding
upon Landlord, its heirs, assigns, representatives and successors. This waiver
may be executed in, multiple counterparts. This waiver shall not be binding on
Landlord unless and until Landlord receives a counterpart original executed by
Agent/Chase.

All notices to Agent hereunder shall be in writing, sent by
certified mail, and shall be addressed to Agent at the following address: 1166
Avenue of the Americas, 16th Floor, New York, New York, 10036,
Attention: Credit Deputy.

Dated this _____ day of ____________, 2005.

| | AGENT/CHASE:
JPMorgan Chase Bank, N.A.
By:______________________
Name: ____________________
Title: _____________________LANDLORD:
By:______________________________
     Name:
     Title:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|STATE OF
COUNTY OF | )
: ss:
)
|------------------ | ---------

On the _______ day of ____________, 200__, before me personally came
_______________ to me known, who, being by me duly sworn did depose and say that s/he is
the _____________ of JPMorgan Chase Bank, N.A., the Agent/Chase described in and which
executed the above instrument; and that s/he signed her/his name thereto under authority
of said entity.

| | ______________________________
             
   Notary Public
| | -------------------------------------------------------------

|STATE OF
COUNTY OF | )
: ss:
)
|------------------ | ---------

On the _______ day of ____________, 200__, before me personally came
_______________ to me known, who, being by me duly sworn did depose and say that s/he is
the _____________ of _______________________________, the landlord described in and which
executed the above instrument; and that s/he signed her/his name thereto .

| | ______________________________
             
   Notary Public
| | -------------------------------------------------------------

EXHIBIT A

[COPY OF LEASE]