exhibit_10-33.htm


    GALLERIA

    ATLANTA

    


    OFFICE
LEASE AGREEMENT

    


    THE
ULTIMATE SOFTWARE GROUP, INC.,

    a
Delaware corporation

    


    


    TABLE OF
CONTENTS

    Page

    


    
      	
              PARAGRAPH 
      1

            	
               

            	
              TERM
      AND
      POSSESSION                                                          
      1

            	
               

            


    

    
      	
               
      

            	
              2

            	
              MONTHLY
      RENTAL

            	
              2

            


    

    
      	
               
      

            	
              3

            	
              SECURITY
      DEPOSIT

            	
              5

            


    

    
      	
               
      

            	
              4

            	
              OCCUPANCY
      AND USE

            	
              6

            


    

    
      	
               
      

            	
              5

            	
              COMPLIANCE
      WITH LAWS

            	
              6

            


    

    
      	
               
      

            	
              6

            	
              ALTERATIONS

            	
              6

            


    

    
      	
               
      

            	
              7

            	
              REPAIR

            	
              7

            


    

    
      	
               
      

            	
              8

            	
              LIENS

            	
              7

            


    

    
      	
               
      

            	
              9

            	
              ASSIGNMENT
      AND SUBLETTING

            	
              7

            


    

    
      	
               
      

            	
              10

            	
              INSURANCE
      AND INDEMNIFICATION

            	
              8

            


    

    
      	
               
      

            	
              11

            	
              WAIVER
      OF SUBROGATION

            	
              9

            


    

    
      	
               
      

            	
              12

            	
              SERVICE
      AND UTILITIES

            	
              9

            


    

    
      	
               
      

            	
              13

            	
              ESTOPPEL
      CERTIFICATE

            	
              10

            


    

    
      	
               
      

            	
              14

            	
              HOLDING
      OVER

            	
              11

            


    

    
      	
               
      

            	
              15

            	
              SUBORDINATION

            	
              11

            


    

    
      	
               
      

            	
              16

            	
              RE-ENTRY
      BY LANDLORD

            	
              11

            


    

    
      	
               
      

            	
              17

            	
              INSOLVENCY
      OR BANKRUPTCY

            	
              12

            


    

    
      	
               
      

            	
              18

            	
              DEFAULT
      AND REMEDIES

            	
              12

            


    

    
      	
               
      

            	
              19

            	
              DAMAGE
      BY FIRE

            	
              14

            


    

    
      	
               
      

            	
              20

            	
              CONDEMNATION

            	
              15

            


    

    
      	
               
      

            	
              21

            	
              SALE
      BY LANDLORD

            	
              16

            


    

    
      	
               
      

            	
              22

            	
              RIGHT
      OF LANDLORD TO PERFORM

            	
              16

            


    

    
      	
               
      

            	
              23

            	
              SURRENDER
      OF PREMISES

            	
              16

            


    

    
      	
               
      

            	
              24

            	
              WAIVER

            	
              16

            


    

    
      	
               
      

            	
              25

            	
              NOTICES

            	
              16

            


    

    
      	
               
      

            	
              26

            	
              CERTAIN
      RIGHTS RESERVED TO
      LANDLORD                      
      17

            	 


    

    
      	
               
      

            	
              27

            	
              ABANDONMENT

            	
              17

            


    

    
      	
               
      

            	
              28

            	
              SUCCESSORS
      AND ASSIGNS

            	
              17

            


    

    
      	
               
      

            	
              29

            	
              ATTORNEY’S
      FEES

            	
              17

            


    

    
      	
               
      

            	
              30

            	
              CORPORATE
      AUTHORITY

            	
              17

            


    

    
      	
               
      

            	
              31

            	
              MORTGAGE
      APPROVALS

            	
              18

            


    

    
      	
               
      

            	
              32

            	
              MISCELLANEOUS

            	
              18

            


    

    
      	
               
      

            	
              33

            	
              LANDLORD’S
      LIEN

            	
              18

            


    

    
      	
               
      

            	
              34

            	
              QUIET
      ENJOYMENT

            	
              19

            


    

    
      	
               
      

            	
              35

            	
              LANDLORD’S
      LIABILITY

            	
              19

            


    

    
      	
               
      

            	
              36

            	
              RIGHT
      TO RELOCATE

            	
              19

            


    

    
      	
               
      

            	
              37

            	
              NO
      ESTATE

            	
              19

            


    

    
      	
               
      

            	
              38

            	
              LEASE
      EFFECTIVE DATE

            	
              19

            


    

    
      	
               
      

            	
              39

            	
              RULES
      AND REGULATIONS

            	
              19

            


    

    
      	
               
      

            	
              40

            	
              SPECIAL
      STIPULATIONS

            	
              20

            


    

    
      	
               
      

            	
              41

            	
              GUARANTY

            	
              20

            


    

    
      	
               
      

            	
              42

            	
              CONDITION

            	
              20

            


    

    
      	
               
      

            	
              43

            	
              BROKERAGE
      COMMISSIONS

            	
              20

            


    

    
      	
               
      

            	
              44

            	
              EXCULPATION

            	
              20

            


    

    


    
      	
              EXHIBIT

               

            	
              A

            	
              RULES
      AND REGULATIONS

            


    

    
      	
               
      

            	
              B

            	
              INTENTIONALLY
      OMITTED

            


    

    
      	
               
      

            	
              C

            	
              ESTOPPEL
      CERTIFICATE

            


    

    
      	
               
      

            	
              D

            	
              FLOOR
      PLAN OF DEMISED PREMISES

            


    

    
      	
               
      

            	
              E

            	
              SPECIAL
      STIPULATIONS

            


    

    
      	
               
      

            	
              F

            	
              INTENTIONALLY
      OMITTED

            


    

    
      	
               
      

            	
              G

            	
              INSURANCE

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    GALLERIA

    A
T L A N T A

    


    OFFICE
LEASE AGREEMENT

    


    


    THIS LEASE is made as of
the                                                                
day
of                                                      ,
2009 between 300 Galleria Parkway Associates, L.P., a Texas limited partnership
(hereinafter called "Landlord") and The Ultimate Software Group, Inc., a
Delaware corporation (hereinafter called "Tenant").

    


    WITNESSETH:

    


    Landlord hereby leases to Tenant and
Tenant hereby leases from Landlord those premises (hereinafter called
"Premises") shown on Exhibit "D" attached
hereto and made a part thereof, being located in Atlanta Galleria Office Tower
No. 300, a multistory
office building comprised of approximately 432,000 rentable square
feet  (the "Building") constructed on a parcel of land (the
"Property") bounded by I-285 on the North, I-75 on the East, U.S. 41 on the West
and Akers Mill Road on the South.  Tenant’s Federal Tax Identification
Number is 65-0694077.

    


    
      	
              Premises:

            	
              Atlanta
      Galleria-Office Tower No. 300

            


    

    
      	
               
      

            	
              300 Galleria
      Parkway

            


    

    
      	
               
      

            	
              Atlanta,
      Cobb County, Georgia

            


    

    
      	
              Square
      Feet: 5,263

            	
              Suite
      Number:  720

            


    

    
      	
               
      

            	
              Floor(s):
      Seven
      (7)

            


    

    


    


    1.      Term
and                      1.      (a)         The
term of the Lease shall be for Twenty-four ( 24 ) months (or until

    
      	
               
      

            	
              Possession.

            	
              sooner
      terminated as herein provided) (the "Lease Term"), beginning on (i)
      October 1, 2009 or (ii) the date on which Tenant takes possession of
      the Premises, whichever shall first occur (the first of such dates being
      hereinafter referred to as the “Commencement Date”), except that if the
      Commencement Date is other than the first day of a calendar month, the
      term hereof shall be extended for the remainder of that calendar
      month.

            


    

    


    


    
      	
               
      

            	
              (b)

            	
              Tenant
      shall accept the Premises in its “as-is” condition.  Landlord
      shall have no obligation to make any improvements to the Premises, except
      that Landlord shall paint the Premises with building standard paint and
      replace the carpet in the Premises and remove 3 walls in the reception
      area (marked by “x’s” on Exhibit D.

            


    

    


    


    


    (d)         This
Paragraph is intentionally deleted.

    


    (e)         The
taking of possession by Tenant shall be deemed conclusively to establish that
the Building, other improvements, and the Premises have been completed in
accordance with the Plans and Specifications and are in good and satisfactory
condition as of when possession was so taken, except that all warranties of
Landlord’s contractor shall run to Tenant with regard to the work provided
pursuant to the Plans and Specifications.

    


    
      	
               

            	
              2.

            	
              Monthly

            	
              2.

            	
              (a)

            	
              Tenant
      shall pay to Landlord throughout  the
      term  of  this  Lease  annual

            


    

    
      	
               
      

            	
              Rental.

            	
              rental
      of  One Hundred Twenty-three Thousand Six Hundred Eighty and
      50/100 Dollars ($123,680.50) payable in equal monthly rental installments
      of Ten Thousand Three Hundred Six and 71/100 Dollars ($10,306.71) payable
      in advance on the first day of each month during every year of the term
      hereby demised in lawful money of the United States, without deduction or
      offset whatsoever, to Landlord or to such other firm as Landlord may from
      time to time designate in writing.  Until notified otherwise,
      Tenant shall submit all payments to the following
  address:

            


    

     

    300
Galleria Parkway Associates

    Post
Office Box 930906

    Atlanta,
Georgia 31193-0906

    


    
      	
               
      

            	
              Or
      Tenant may use the Automated Clearing House (ACH) method to wire rental
      payments to:

            


    

     

    Account
Name:                           300
Galleria Parkway Associates, LP

    Bank
Name:                           Wachovia
National Bank, Atlanta, GA

    Routing
&
Transit:                                           061000227

    Account
Number:                                2052700181275

    


    
      	
               
      

            	
              Tenant
      must notify Landlord of wire using one of the following
      methods:

            


    

    


    
      	
               
      

            	
              Fax:  Childress
      Klein Properties, Attn:  Vicki Smith, (770)
    859-1253

            


    

    
      	 	
              Email
      to: Vicki.Smith@childressklein.com.

            


    

    


    
      	
               
      

            	
              Wiring
      instructions are subject to change upon notification of
      Landlord.  Said rental is subject to adjustments as provided
      hereinbelow. If this Lease commences on a day other than the first day of
      a calendar month, the monthly rental for the fractional month shall be
      appropriately prorated.

            


    

    


    
      	
               
      

            	
              Landlord
      shall have no obligation to provide invoices to Tenant for the monthly
      rental payments due under this Lease, and each such monthly rental payment
      shall be paid by Tenant when due as set forth herein whether or not Tenant
      receives an invoice for such
payment.

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (b)         Tenant
recognizes that late payment of any rent or other sum due hereunder from Tenant
to Landlord will result in administrative expense to Landlord, the extent of
which additional expense is extremely difficult and economically impractical to
ascertain.  Tenant therefore agrees that if rent or any other payment
due hereunder from Tenant to Landlord remains unpaid five (5) days after said
amount is due and payable in excess of two (2) times within any twelve (12)
month period, the amount of such unpaid rent or other payment shall be increased
by a late charge to be paid to Landlord by Tenant in an amount equal to five
percent (5%) of the amount of the delinquent rent or other
payment.  The amount of the late charge to be paid to Landlord by
Tenant for any month shall be computed on the aggregate amount of delinquent
rents and other payments, including all accrued late charges then outstanding,
and shall be deemed to be rental for all purposes hereunder.  Tenant
agrees that such amount is a reasonable estimate of the loss and expense to be
suffered by Landlord as a result of such late payment by Tenant and may be
charged by Landlord to defray such loss and expense.  The provisions
of this paragraph in no way relieve Tenant of the obligation to pay rent or
other payments on or before the date on which they are due, nor do the terms of
this paragraph in any way affect Landlord's remedies pursuant to Paragraph 18 of
this Lease in the event said rent or other payment is unpaid after the date
due.

    


    (c)         The
monthly rental payable hereunder shall be subject to adjustment each calendar
year during the term of this Lease, commencing January, 1, 2011, in the
following manner:

    


    (i)           Tenant
shall pay to Landlord as additional rent Tenant's proportionate share of the
amount by which the Direct Operating Expenses (as hereinafter defined) incurred
by Landlord in the operation of the Building during each calendar year of the
Lease Term exceeds the Direct Operating Expenses for the base
year  2010 (hereinafter called the “Base Year”).  Tenant's
Proportionate Share of Direct Operating Expenses (as hereinafter defined) shall
be prorated on a daily basis using a 365-day calendar year, as necessary for any
year during which this Lease is in effect for less than the full twelve month
calendar year.  Direct Operating Expenses shall be calculated on an
accrual basis.  For the purpose of estimating the Direct Operating
Expenses during each subsequent year after the Base Year, Landlord shall
reasonably estimate such expenses (assuming ninety-five percent (95%) occupancy
of the Building if the actual occupancy is less than ninety-five percent) based
on the actual Direct Operating Expenses for the preceding year, any then-known
cost changes or additional expenses which can be reasonably anticipated to occur
within the year for which such expenses are estimated, Landlord's experience
with similar office buildings, the costs of contracts already entered, quotes
obtained, representations of providers of the services and equipment,
consultation with specialists such as insurers, and other factors a prudent
landlord would use to make a fair and accurate estimate of operating
costs.  Notwithstanding anything contained in this Lease to the
contrary, for purposes of determining Direct Operating Expenses for the Base
Year and each calendar year subsequent to the Base Year, in the event actual
occupancy of the Building is less than ninety-five percent (95%) during any
calendar year, the actual Direct Operating Expenses for such calendar year shall
be increased to the amount which Landlord reasonably estimates would have been
incurred for such calendar year had the occupancy of the Building been
ninety-five percent (95%) throughout such year, and the amount so estimated
shall be deemed to be the Direct Operating Expenses for such calendar
year.

    


    (ii)           "Tenant's
Proportionate Share of Direct Operating Expenses" shall mean, for each calendar
year (or portion thereof), the product of (i) the Operating Expense Amount
(defined below) multiplied by (ii) a fraction, the numerator of which is the
number of square feet contained in the Premises (5,263) and the denominator of
which is the number of rentable square feet contained in the Building
(433,661).  As used herein, the "Operating Expense Amount" shall mean,
for each calendar year (or portion thereof), the amount by which the Direct
Operating Expenses (defined below) exceeds the Base Year's Direct Operating
Expenses.

    


    (iii)           For
purposes of this Lease, the term "Direct Operating Expenses" shall consist of
all "operating costs" (as hereinafter defined) for the Building, and the
Building’s share of all operating costs for any parking area and common area
serving the Building, and the Property (the Building, such parking area, common
area and the Property being hereinafter referred to collectively as the
"Project").  For purposes of this Lease, the term "operating costs"
shall mean all reasonable expenses, costs and disbursements computed on the
accrual basis, relating to or incurred or paid in connection with the operation,
maintenance and repair of the Project, including, but not limited to the
following:

    


    a.           Building
personnel costs, including, but not limited to, salaries, wages, fringe
benefits, social security taxes and other direct and indirect costs of Senior
Property Manager, Engineering Manager, Building Managers, Accounting Manager,
Construction Manager, Promotions Manager, Security Manager, and each
department’s supporting personnel and administrative assistants, engineers,
construction department, superintendents, watchmen, porters and any other
personnel engaged in the operation and maintenance of the Project and associated
overhead.

    


    b.           The
cost of all supplies, tools, equipment and materials used in the operation and
maintenance of the Project.

    


    c.           The
cost of water, sewer, gas, heating, lighting, ventilation, electricity, air
conditioning, and any other utilities supplied or paid for by Landlord for the
Project and the costs of maintaining the systems supplying the same, including,
but not limited to, any utility and service costs incurred by
Landlord.

    


    d.           The
cost of all agreements for maintenance and service of the Project and the
equipment therein, including, but not limited to, agreements relating to
security service, window cleaning, elevator maintenance, chiller maintenance,
Building management, janitorial service, pest control and landscaping
maintenance.

    


    e.           The
cost of maintaining sprinkler systems, fire extinguishers and fire hoses,
emergency systems and equipment that may be now or hereafter required by the
Americans With Disabilities Act, and the cost of all security services and
protective services or devices rendered to or in connection with the Project or
any part thereof; any costs incurred in order to comply with any law, statute,
ordinance, or governmental rule, regulation or requirement now in force or which
may hereafter be enacted or promulgated; and the costs incurred in order to
comply with requirements of any insurer or mortgagee, where such requirements
concern safety or structural features of the Building and are commercially
reasonable in light of requirements generally imposed in the insurance or real
estate lending industries with respect to similar buildings.

    


    f.           Insurance
premiums for insurance for the Project required to be maintained by Landlord
hereunder or which a prudent owner would carry, including, but not limited to,
premiums for insurance maintained by Landlord, business interruption or rental
abatement insurance, garage keeper’s insurance, and liability
insurance.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    g.           The
cost of repairs and general maintenance of the Project (excluding repairs,
alterations and general maintenance paid by proceeds of insurance or
attributable solely to tenants of the Project other than Tenant, but including
deductibles paid by Landlord), including, but not limited to: any management
fees charged by Landlord; promotional or seasonal expenses; maintenance and
cleaning of common areas and facilities; lawn mowing, gardening, landscaping,
and irrigation of landscaped areas; line painting, pavement repair and
maintenance, sweeping, and sanitary control; removal of snow, trash, rubbish,
garbage, and other refuse; the cost of personnel to implement such services, to
direct parking, and to patrol the common areas; the cost of exterior and
interior painting of common areas; all maintenance and repair costs; and the
cost of maintenance of sewers and utility lines.

    


    h.           The
amortization amount (including interest at a market rate) necessary to amortize
the cost of capitalized alterations or improvements, including, but not limited
to, the replacement of existing furniture, fixtures, equipment or systems that
have become obsolete or do not function efficiently and effectively or as they
were originally intended for a first class office building.  The
amortization period selected by the Landlord shall reflect the useful life of
the alteration or improvement.

    


    i.           All
taxes, assessments, and governmental or other charges, general or special,
ordinary or extraordinary, foreseen or unforeseen (including, but not limited
to, Community Improvement District assessments), which are levied, assessed, or
otherwise imposed against the Project, street lights, personal property or
rents, or on the right or privilege of leasing the Project, collecting rents
therefrom or parking vehicles thereon, by any federal, state, county, or
municipal government or by any special sanitation district or by any other
governmental or quasi-governmental entity that has taxing or assessment
authority, and any other taxes and assessments, together with any interest and
penalties thereon, attributable to the Project or its operation (herein
collectively called the "Impositions"), but exclusive of federal, state and
local income taxes of Landlord, inheritance taxes, estate taxes, gift taxes,
transfer taxes, excess profit taxes and any taxes imposed in lieu of such
taxes.  If at any time during the Lease Term, the present method of
taxation or assessment shall be so changed that the whole or any part of the
Impositions now levied, assessed or imposed on real estate and the improvements
thereon shall be discontinued and as a substitute therefor, or in lieu of and in
addition thereof, taxes, assessments, levies, impositions or charges shall be
levied, assessed and/or imposed wholly or partially as a capital levy or
otherwise on the rents received from the Project or the rents reserved herein or
any part thereof, then such substitute or additional taxes, assessments, levies,
impositions or charges, to the extent so levied, assessed or imposed, shall be
deemed to be included within the Impositions and the operating
costs.  Tenant will be responsible for ad valorem taxes on its
personal property and on the value of the leasehold improvements in the Premises
to the extent the same exceed building standard allowances (and if the taxing
authorities do not separately assess Tenant's leasehold improvements, Landlord
may make a reasonable allocation of the ad valorem taxes allocated to the
Project to give effect to this sentence).

    


    j.           All
assessments (if any) assessed against the Project during the Lease Term pursuant
to any protective covenants, easement agreements or common area maintenance
agreements now or hereafter of record against the Project including, but not
limited to, any common area maintenance charges assessed pursuant to that
certain Common Area Maintenance Agreement dated July 2, 1985, as said Agreement
has been and may be amended from time to time.

    


    k.           Fees
of accountants, attorneys and other consultants, professionals or advisors
incurred by Landlord with respect to operational issues at the
Project.

    


    l.           Any
other costs or expenses incurred by Landlord in the operation of the Project
that would be considered an expense of maintaining, operating or repairing the
Project, all such costs and expenses being recorded on an accrual basis in
accordance with accepted principles of sound management and accounting practices
applicable to first class office building complexes and consistently
applied.

    


    Direct
Operating Expenses shall not include the following items:

    


    Leasing commissions, finders’ fees,
brokerage fees, and costs incurred with the negotiation of leases (but not
management fees); Rent under any ground leases; Costs of furnishing services to
other tenants or occupants to the extent that such services are materially and
substantially in excess of services Landlord offers to all tenants at Landlord’s
expense; Lease takeover costs incurred by Landlord in connection with new leases
at the Property; Costs and expenses of the sale of all or any portion of the
Property; Costs incurred by Landlord with respect to repairs, goods and services
(including utilities sold and supplied to tenants and occupants of the Property)
to the extent that Landlord is entitled to reimbursement for such costs from the
tenants; Costs incurred by Landlord due to the violation by Landlord of the
terms and conditions of any lease of space in the Property; Interest, points and
fees on debt or amortization or for any mortgage or mortgages encumbering the
Property, or any part thereof, and all principal, escrow deposits and other sums
paid on or in respect to any indebtedness (whether or not secured by a mortgage
lien) and on any equity participations of any lender or lessor, and all costs
incurred in connection with any financing, refinancing or syndication of the
Property, or any part thereof; Costs of the original construction of the
Property; Income, franchise, transfer, inheritance, capital stock, estate,
profit, gift, gross receipts or succession taxes; Costs of repairs or
replacements incurred by reason of fire or other casualty or condemnation in
excess of the insurance deductible; Costs for performing tenant installations
for any individual tenant or for performing work or furnishing services to or
for individual tenant at such tenant’s expense and any other contribution by
Landlord to the cost of tenant improvements to the extent such work is
reimbursed or capitalized.

    
 

    (iv)           Nothing
contained in this Paragraph shall imply any duty on the part of Landlord to pay
any expense or provide any service not otherwise imposed by the express terms of
this Lease.

    


    (v)           On
or about December 31 of each calendar year during the Lease Term, Landlord shall
estimate the amount of Direct Operating Expenses and Tenant's Proportionate
Share of Direct Operating Expenses for the ensuing calendar year or (if
applicable) fractional part thereof and notify Tenant in writing of such
estimate.  Such estimate shall be made by Landlord in the exercise of
its discretion, and shall not be subject to dispute by Tenant.  The
amount of additional rent specified in such notification shall be paid by Tenant
to Landlord in equal monthly installments in advance on the first day of each
month of such ensuing calendar year, at the same time and in the same manner as
base rent.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    (vi)           Within
One Hundred Eighty (180) days after December 31 of any calendar year during the
Lease Term for which additional rent is due under this Paragraph, Landlord shall
advise Tenant in writing, of the amount of actual Direct Operating Expenses for
such calendar year.  If the Direct Operating Expenses for such
calendar year prove to be greater than the amount previously estimated, Landlord
shall invoice Tenant for the deficiency as soon as practicable after the amount
of underpayment has been determined, and Tenant shall pay such deficiency to
Landlord within thirty (30) days following its receipt of such
invoice.  If, however, Direct Operating Expenses for such calendar
year are lower than the amount previously estimated, Tenant shall receive a
credit (or in the event the term of this Lease has then expired, Tenant shall
receive a cash refund) toward the next ensuing monthly payment or payments of
the estimated amount of Tenant's Proportionate Share of Direct Operating
Expenses in the amount of such overpayment until depleted, but in no event shall
Tenant's Proportionate Share of Direct Operating Expenses be deemed to be less
than zero.

    


    (d)           In
addition, Tenant agrees to pay to Landlord an increase in the rental payable
under Paragraph 2(a) hereof which shall be calculated as follows:

    


    
      	
               
      

            	
              For
      each year of the term of this Lease, commencing on the first anniversary
      of the Commencement Date, the annual rental payable under Paragraph 2(a)
      shall be increased by multiplying said annual rental payable under
      Paragraph 2(a) for the prior year by One Hundred Three percent (103%), and
      the product so achieved shall be the rental for the current
      year.  This process and rental increase shall be accomplished
      for each subsequent year of this Lease and any option, renewal or
      extension of this Lease.  Should the Commencement Date be a day
      other than the first day of a calendar month, then said annual increases
      shall commence on the first day of that month immediately following the
      anniversary of the Commencement
Date.

            


    

    


    
      	
              (e)  

            	
              Notwithstanding any of the
      language contained in this Section 2 to
the

            


    

    contrary,
Tenant shall not be obligated to pay the excess of any Direct Operating Expenses
or any other expenses as set forth in Paragraphs 2(c) and 2(d) to the extent
that such excess of expenses is based upon an increase in expenses in excess
of  six percent (6%) over the prior year, excluding each of the
following: (i)  ad valorem taxes and special assessments levied
against the Property;  (ii) general liability insurance and property
damage insurance for the Property maintained by
Landlord;  and  (iii) electrical utilities.

    


    


           3.  Security             3.      Tenant   hereby   deposits   with   Landlord   on   the   date   hereof   the   sum  of

    
      	
               
      

            	
              Deposit.

            	
              Ten
      Thousand Three Hundred Six and 71/100 Dollars ($10,306.71), which sum
      shall be held by Landlord, without obligation for interest, as security
      for the full, timely and faithful performance of Tenant's covenants and
      obligations under this Lease.  It is understood and agreed that
      such deposit is not an advance rental deposit or prepayment of the last
      month’s rent due hereunder, and is not a measure of Landlord's damages in
      case of Tenant's default.  Upon the occurrence of any default or
      event of default by Tenant, Landlord may, from time to time, without
      prejudice to any other remedy provided herein or provided by law, use such
      funds to the extent necessary to make good any arrears of rent or other
      payments due Landlord hereunder, and any other damage, injury, expense or
      liability caused by any event of Tenant's default; and Tenant shall pay to
      Landlord on demand the amount so applied in order to restore the security
      deposit to its original amount.  Although the security deposit
      shall be deemed the property of Landlord, any remaining balance of such
      deposit shall be returned by Landlord to Tenant or Tenant's last permitted
      assignee at such time after termination of this Lease when Landlord shall
      have determined that all Tenant's obligations under this Lease have been
      fulfilled.  Landlord shall not be required to keep any security
      deposit separate from its general funds Subject to the other terms and
      conditions contained in this Lease, if the Building is conveyed by
      Landlord, said deposit shall be turned over to Landlord's grantee, and
      thereupon, Tenant hereby releases Landlord from any and all liability with
      respect to said deposit and its application or
  return.

            


    

    


    
      	
               
      

            	
              4.

            	
              Occupancy

            	
              4.

            	
              (a)

            	
              Tenant
      shall use and occupy the Premises for general office
    purposes,

            


    

    
      	
               
      

            	
              and Use.

            	
              including,
      without limitation, as a software company for development, support and
      training of clients, and for no other use or purpose without the prior
      written consent of Landlord, which consent shall not be unreasonably
      withheld.

            


    

    


    (b)         Tenant
shall not do or permit anything to be done in or about the Premises which will
in any way obstruct or interfere with the rights of other tenants or occupants
of the Building or injure or annoy them, nor use or allow the Premises to be
used for any improper, immoral, unlawful, or objectionable purposes or for any
business, use or purpose deemed to be disreputable or inconsistent with the
operation of a first class office building, nor shall Tenant cause or maintain
or permit any nuisance in, on, or about the Premises.  Tenant shall
not commit or suffer the commission of any waste in, on, or about the
Premises.

    


    
      	
               
      

            	
              5.

            	
              Compliance

            	
              5.

            	
              (a)

            	
              Tenant   shall  not  use  the  Premises  or  permit  anything  to  be  done  in

            


    

    
      	
               
      

            	
              with
    Laws.

            	
              or
      about the Premises which will in any way conflict with any law, statute,
      ordinance, or governmental rule, regulation or requirement now in force or
      which may hereafter be enacted or promulgated.  Tenant shall not
      do or permit anything to be done on or about the Premises or bring or keep
      anything therein which will in any way increase the rate of any insurance
      upon the Building in which the Premises are situated or any of its
      contents or cause a cancellation of said insurance or otherwise affect
      said insurance in any manner, and Tenant shall at its sole cost and
      expense promptly comply with all laws, statutes, ordinances, and
      governmental rules, regulations, or requirements now in force or which may
      hereafter be in force and with the requirements of any board of fire
      underwriters or other similar body now or hereafter constituted relating
      to or affecting the condition, use, or occupancy of the
      Premises.  Notwithstanding anything contained in this paragraph
      to the contrary, the following shall
      apply:  (i)  Tenant shall not be responsible for
      ensuring that the common areas of the Building comply with applicable
      laws; and (ii) Landlord shall require its architect to prepare the Plans
      and Specifications pursuant in compliance with all laws and regulations,
      including without limitation the American Disabilities Act
      (“Act”);  and

            


    

    


    (b)         Tenant
shall not use, handle, store, deal in, discharge, or fabricate any Hazardous
Materials (as herein defined) on or about the Premises.  Tenant shall
indemnify Landlord (and anybody claiming by, through, or under Landlord) from
and against any and all claims, damages, losses, costs, and expenses (including
reasonable attorneys’ fees and court costs) incurred by Landlord or anybody
claiming by, through, or under Landlord as a result of the existence of any
Hazardous Materials on or about the Premises or any environmental problems
relating to the Premises which are caused by or related to the delivery, deposit
or creation of Hazardous Materials on or about the Premises during the term of
this Lease which arise from Tenant’s use and occupancy thereof..  As
used herein, "Hazardous Materials" means any petroleum or chemical liquids or
solids, liquid or gaseous products, contaminants, oils, radioactive materials,
asbestos, PCB's, urea-formaldehyde, or any toxic or hazardous waste or hazardous
substances, as those terms are used in (A) the Resources Conservation Recovery
Act, as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C.
§§ 6901 et seq.; (B) the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended by the Superfund Amendments and
Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.; (C) the Clean Water Act,
33 U.S.C. §§ 1251 et seq.; (D) the Toxic Substances and Control Act, 15 U.S.C.
§§ 2601 et seq.; (E) the Clean Air Act, 42 U.S.C. §§ 7401 et seq.; (F) any and
all applicable environmental laws and regulations of the State of Georgia; and
(G) any and all other applicable federal, state or local law or regulation
governing hazardous substances or workplace health or safety, as such laws may
be amended from time to time.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              6.

            	
              Alterations.

            	
              6.

            	
              Except
      as otherwise allowed under this Lease, including, without limitation, the
      Work Letter Agreement, Tenant shall not make or suffer to be made any
      alterations, additions, or improvements in, on, or to the Premises or any
      part thereof without the prior written consent of Landlord, which consent
      shall not be unreasonably withheld, and no such alterations, additions or
      improvements shall be made without the supervision of Landlord’s
      designated agent or representative.  In the event Landlord
      consents to the making of any such alterations, additions, or improvements
      by Tenant, the same shall be made by Tenant, at Tenant's sole cost and
      expense, in accordance with all applicable laws, ordinances, and
      regulations and all requirements of Landlord's and Tenant's insurance
      policies.  All work shall be performed in accordance with plans
      and specifications approved by Landlord, and each contractor and
      subcontractor must first be approved in writing by Landlord, or, at
      Landlord's option, the alteration, addition or improvement shall be made
      by Landlord for Tenant's account, and Tenant shall reimburse Landlord for
      the cost thereof upon demand.   To the extent that Tenant
      requests that Landlord manage any construction services to the Premises,
      then Landlord may charge a fee for any and all such construction
      supervision provided by Landlord’s designated agents or representatives in
      connection with such alterations, additions or improvement to the Premises
      by Tenant.  Such fee, at Landlord’s option, shall be either a
      fixed fee or a fee calculated an hourly basis considering the time
      expended by Landlord’s agents or representatives in supervising Tenant’s
      construction.

            


    

    


    
      	
               
      

            	
              7.

            	
              Repair.

            	
              7.

            	
              By
      taking possession of the Premises and except as otherwise provided herein,
      Tenant accepts the Premises as being in the condition in which Landlord is
      obligated to deliver them and otherwise in good order, condition and
      repair. Except as otherwise provided in this Lease, including, without
      limitation, Paragraph 12 hereof, Tenant shall, at all times during the
      term hereof at Tenant's sole cost and expense, keep the Premises and every
      part thereof in good order, condition and repair, excepting ordinary wear
      and tear, damage thereto by fire, earthquake, act of God or the
      elements.  Tenant shall upon the expiration or sooner
      termination of the term hereof, unless Landlord demands otherwise as in
      Paragraph 23 hereof provided, surrender to Landlord the Premises and all
      repairs, changes, alterations, additions and improvements thereto in the
      same condition as when received, or when first installed, ordinary wear
      and tear, damage by fire, earthquake, act of God, or the elements
      excepted.  It is hereby understood and agreed that Landlord has
      no obligation to alter, remodel, improve, repair, decorate, or paint the
      Premises or any part thereof except as otherwise required under this
      Lease, including without limitation, as specified in the Work Letter
      Agreement, and that no representations respecting the condition of the
      Premises or the Building have been made by Landlord to Tenant, except as
      specifically herein set forth.

            


    

    


    
      	
               
      

            	
              8.

            	
              Liens.

            	
              8.

            	
              Tenant
      shall keep the Premises free from any liens arising out of any work
      performed, material furnished, or obligations incurred by
      Tenant.  In the event that Tenant shall not, within ten (10)
      days following the recordation of any such lien, cause the same to be
      released of record by payment or posting of a proper bond, Landlord shall
      have, in addition to all other remedies provided herein and by law, the
      right, but not the obligation, to cause the same to be released by such
      means as it shall deem proper, including payment of the claim giving rise
      to such lien.  All such sums paid by Landlord and all expenses
      incurred by it in connection therewith shall be considered additional rent
      and shall be payable to Landlord by Tenant on demand and with interest at
      the rate of four percentage points higher than the prime commercial
      lending rate from time to time of SunTrust Bank in Atlanta, Georgia,
      provided, however, that if such rate exceeds the maximum rate permitted by
      law, the maximum lawful rate shall apply; the interest rate so determined
      is hereinafter called the "Agreed Interest Rate".  Landlord
      shall have the right at all times to post and keep posted on the Premises
      any notices permitted or required by law, or which Landlord shall deem
      proper, for the protection of Landlord, the Premises, the Building, and
      any other party having an interest therein, from mechanics' and
      materialmen's liens, and Tenant shall give to Landlord at least five (5)
      business days prior notice of commencement of any construction on the
      Premises.

            


    

    


    
      	
               
      

            	
              9.

            	
              Assignment

            	
              9.

            	
              (a)

            	
              Tenant
      shall not sell, assign, encumber or otherwise transfer by
      operation

            


    

    
      	
              and
      Subletting.

            	
              of
      law or otherwise this Lease or any interest herein, sublet the Premises or
      any portion thereof, or suffer any other person to occupy or use the
      Premises or any portion thereof, without the prior written consent of
      Landlord as provided herein, which consent shall not be unreasonably
      withheld, nor shall Tenant permit any lien to be placed on the Tenant's
      interest by operation of law.  Tenant shall, by written notice,
      advise Landlord of its desire from and after a stated date (which shall
      not be less than thirty (30) days nor more than ninety (90) days after the
      date of Tenant's notice) to sublet the Premises or any portion thereof for
      any part of the term hereof; and supply Landlord with such information,
      financial statements, verifications and related materials as Landlord may
      request or desire to evaluate the written request to sublet; and in such
      event Landlord shall have the right, to be exercised by giving written
      notice to Tenant within ten (10) days after receipt of Tenant's notice and
      all said information, financial statements, verifications and related
      materials requested by Landlord, to terminate this Lease as to the portion
      of the Premises described in Tenant's notice and such notice shall, if
      given, terminate this Lease with respect to the portion of the Premises
      therein described as of the date stated in Tenant's
      notice.  Said notice by Tenant shall state the name and address
      of the proposed subtenant, and Tenant shall deliver to Landlord a true and
      complete copy of the proposed sublease with said notice.  If
      said notice shall specify all of the Premises and Landlord shall give said
      termination notice with respect thereto, this Lease shall terminate on the
      date stated in Tenant's notice and notwithstanding any language contained
      herein to the contrary, Tenant shall be released from all liabilities
      hereunder upon such termination by Landlord, subject to any terms and
      conditions that expressly survive the termination or expiration as
      contained this Lease.  If, however, this Lease shall terminate
      pursuant to the foregoing with respect to less than all the Premises, the
      rent, as defined and reserved hereinabove and as adjusted pursuant to
      Paragraph 19(c), shall be adjusted on a pro rata basis to the number of
      square feet retained by Tenant, and this Lease as so amended shall
      continue thereafter in full force and effect.  If Landlord, upon
      receiving said notice by Tenant with respect to any of the Premises, shall
      not exercise its right to terminate, Landlord may in its reasonable
      discretion withhold or grant its consent to Tenant's subletting the
      Premises specified in said notice.  Tenant shall, at Tenant's
      own cost and expense, discharge in full any outstanding commission
      obligation on the part of Landlord with respect to this Lease, and any
      commissions which may be due and owing as a result of any proposed
      assignment or subletting, whether or not the Lease is terminated pursuant
      hereto and rented by Landlord to the proposed subtenant or any other
      tenant.  Tenant agrees to pay to Landlord, promptly after
      request therefor, (i) up to $1,000.00 of  the amount of all
      attorneys’ fees and expenses incurred by Landlord in connection with any
      assignment or subletting issues or review of documentation relating
      thereto, and (ii) $500.00 as an administrative fee for Landlord’s time and
      effort in connection with any assignment or subletting
    issues.

            


    

    


    (b)         Any
subletting or assignment hereunder by Tenant shall not result in Tenant being
released or discharged from any liability under this Lease, except in the event
of termination by Landlord as described in Paragraph 9(a).  As a
condition to Landlord's prior written consent as provided for in this paragraph,
the assignee or subtenant shall agree in writing to comply with and be bound by
all of the terms, covenants, conditions, provisions and agreements of this
Lease, and Tenant shall deliver to Landlord promptly after execution, an
executed copy of each sublease or assignment and an agreement of said compliance
by each sublessee or assignee.  Notwithstanding any provision to the
contrary contained herein, any subletting or assignment by Tenant hereunder
shall result in all rights of first refusal, rights of first offer, rights to
expand, and renewal options granted herein being forfeited by Tenant and its
assignee or subtenant.  Tenant expressly acknowledges that Landlord
intends for all of such rights to be personal and exclusive to Tenant, and that
such rights are not subject to transfer to any other party.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    (c)         Except
as otherwise set forth herein, Landlord's consent to any sale, assignment,
encumbrance, subletting, occupation, lien or other transfer shall not release
Tenant from any of Tenant's obligations hereunder or be deemed to be consent to
any subsequent occurrence.  Any sale, assignment, encumbrance,
subletting, occupation, lien or other transfer of this Lease which does not
comply with the provisions of this Paragraph 9 shall be void.

    


    (d)         For
purposes of this Paragraph, an assignment of stock or other direct or indirect
ownership interest in Tenant which constitutes a controlling interest in Tenant
shall be deemed an assignment within the meaning of and be governed by this
Paragraph. Notwithstanding anything in this Lease to the contrary, Tenant, on
notice to Landlord (but without Landlord’s consent), may assign the Lease or
sublet all or part of the Premises to any of “Tenant’s
Affiliates”.  Tenant’s Affiliates shall mean any company controlling,
controlled by or under common control with Tenant, whose net worth is greater
than or equal to Tenant’s, as well as any entity acquiring all or substantially
all of Tenant’s assets.  Upon an assignment as allowed under this
Paragraph 9(d), the original Tenant making such assignment shall be released
from its obligations under the Lease.  A transfer of an ownership
interest in Tenant shall not be deemed an assignment of the Lease, but Tenant
shall give Landlord notice of any such transfer which results in a change in
control of Tenant.

    


    (e)         Notwithstanding
any provision contained herein, Tenant agrees that it shall not sell, assign,
encumber or otherwise transfer by operation of law or otherwise this Lease or
any interest herein, or sublet the Premises or any portion thereof, to any
tenant who currently leases space in the Building.

    


    (f)         If
this Lease is assigned, or if the Premises or any part thereof are sublet or
occupied by anyone other than Tenant during the Lease Term (with or without
Landlord’s consent), Landlord shall be entitled to fifty percent (50%) of all
rents, fees and other considerations paid by such subtenant, assignee or
occupant with respect to the assignment or subletting of the Lease in excess of
the rental specified in this Lease.

    


    
      	
              10. Insurance
      and

            	
              10.  (a)

            	
              Landlord
      shall not be liable to Tenant and Tenant hereby waives
  any

            


    

    
      	
              Indemnification:

            	
              claims
      against Landlord for any injury or damages to any person or property in or
      about the Premises by or from any cause whatsoever, without limiting the
      generality of the foregoing, whether caused by water leakage of any
      character from the roof, walls, basement, or other portion of the Premises
      or the Building, or caused by gas, fire, or explosion of the Building or
      the complex of which it is a part or any part thereof, except such waiver
      is not made as to any injury or damages as aforedescribed that are caused
      by Landlord’s negligence or , or any of its agents, contractors, servants,
      employees and licensees,.  Except as otherwise provided herein,
      Landlord  shall hold Tenant harmless from and defend and
      indemnify Tenant against any and all claims or liability for any injury or
      damage to any person or property whatsoever: (i) occurring in, on or about
      the Property or any part thereof, (ii) occurring in, on, or about any
      facilities (including, without limitation, elevators, stairways,
      passageways or hallways), the use of which Tenant may have in conjunction
      with other tenants of the Building, to the extent  such injury
      or damage shall be caused in part or in whole by the act, neglect, fault
      of, or omission of any duty with respect to the same by Landlord, its
      agents, servants, employees, or invitees. Landlord further agrees to
      indemnify, defend and save harmless Tenant against and from any and all
      claims in any manner relating to any work or thing whatsoever done by
      Landlord in or about, or any transactions of  Landlord
      concerning, the Property, and will further indemnify, defend and save
      Tenant harmless against and from any and all claims arising from any
      breach or default on the part of Landlord in the performance of any
      covenant or agreement on the part of Landlord to be performed pursuant to
      the terms of this Lease, or arising from any act or negligence of
      Landlord, or any of its agents, contractors, servants, employees and
      licensees, and from and against all costs, counsel fees, expenses and
      liabilities incurred in connection with any such claim or action or
      proceeding brought thereon.  Furthermore, in case any action or
      proceeding be brought against Tenant by reason of any claims or liability
      caused by Landlord as herein described, Landlord agrees to defend such
      action or proceeding at Landlord's sole expense by counsel reasonably
      satisfactory to Landlord.  The provisions of this Lease with
      respect to any claims or liability occurring prior to the termination or
      expiration of this Lease shall expressly survive such termination or
      expiration of this Lease.

            


    

    


    (b)         Except
as otherwise provided herein, Tenant shall hold Landlord harmless from and
defend and indemnify Landlord against any and all claims or liability for any
injury or damage to any person or property whatsoever: (i) occurring in, on or
about the Premises or any part thereof, (ii) occurring in, on, or about any
facilities (including, without limitation, elevators, stairways, passageways or
hallways), the use of which Tenant may have in conjunction with other tenants of
the Building, to the extent  such injury or damage shall be caused in
part or in whole by the act, neglect, fault of, or omission of any duty with
respect to the same by Tenant, its agents, servants, employees, or
invitees.  Tenant further agrees to indemnify, defend and save
harmless Landlord against and from any and all claims in any manner relating to
any work or thing whatsoever done by Tenant in or about, or any transactions of
Tenant concerning, the Premises, and will further indemnify, defend and save
Landlord harmless against and from any and all claims arising from any breach or
default on the part of Tenant in the performance of any covenant or agreement on
the part of Tenant to be performed pursuant to the terms of this Lease, or
arising from any act or negligence of Tenant, or any of its agents, contractors,
servants, employees and licensees, and from and against all costs, counsel fees,
expenses and liabilities incurred in connection with any such claim or action or
proceeding brought thereon.  Furthermore, in case any action or
proceeding be brought against Landlord by reason of any claims or liability
caused by Tenant as described herein, Tenant agrees to defend such action or
proceeding at Tenant's sole expense by counsel reasonably satisfactory to
Landlord.  The provisions of this Lease with respect to any claims or
liability occurring prior to the termination or expiration of this Lease shall
expressly survive such termination or expiration of this Lease.

    


    (c)         Tenant
agrees to purchase at its own expense and to keep in force during the term of
this Lease all insurance coverages required by Landlord to be maintained by
tenants in the Building, including, but not limited to, the policies of
insurance specified on Exhibit “G” attached
to this Lease. Tenant’s insurance must be in force upon Tenant taking possession
of the Premises, or upon the Commencement Date, whichever is earlier, and shall
continue throughout the Lease Term.

    


    11.      Waiver
of                      11.      Each
of Landlord and Tenant hereby releases the other from any and all
liability

    
      	
              Subrogation.

            	
              or
      responsibility to the other or anyone claiming through or under them by
      way of subrogation or otherwise for any loss or damage to property caused
      by fire or any other perils insured in policies of insurance covering such
      property, even if such loss or damage shall have been caused by the fault
      or negligence of the other party, or anyone for whom such party may be
      responsible, including any other tenants or occupants of the remainder of
      the Building in which the Premises are located; provided, however, that
      this release shall be applicable and in force and effect only to the
      extent that such release shall be lawful at that time and in any event
      only with respect to loss or damage occurring during such time as the
      releasor's policies shall contain a clause or endorsement to the effect
      that any such release shall not adversely affect or impair said policies
      or prejudice the right of the releasor to coverage thereunder and then
      only to the extent of the insurance proceeds payable under such
      policies.  Each of Landlord and Tenant agrees that it will
      request its insurance carriers to include in its policies such a clause or
      endorsement.  If extra cost shall be charged therefor, each
      party shall advise the other thereof and of the amount of the extra cost,
      and the other party, at its election, may pay the same, but shall not be
      obligated to do so.  If such other party fails to pay such extra
      cost, the release provisions of this Paragraph shall be inoperative
      against such other party to the extent necessary to avoid invalidation of
      such releasor's insurance.

            


    

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              12.

            	
              Service

            	
              12.

            	
              (a)

            	
              Landlord
      shall maintain and keep in good repair the public and
    common

            


    

    
      	
               
      

            	
              &Utilities

            	
              areas
      of the Building and of the Property,  including, without
      limitation, the structure of the Building, roof,  lobbies,
      stairs, elevators, corridors and restrooms, the windows in the Building,
      the mechanical, plumbing, electrical and HVAC equipment serving the
      Building, and the structure itself, in reasonably good order and condition
      except for damage occasioned by the act of Tenant, which damage shall be
      repaired by Landlord at Tenant's expense. In the event Tenant requires or
      needs to have one or more separate systems of either heating, ventilating,
      air conditioning or other similar systems over and above that provided by
      Landlord, the installation, care, expenses and maintenance of each such
      system shall be borne by and paid for by
      Tenant.  Notwithstanding any of the foregoing language to the
      contrary, such additional systems shall be delineated and specified in the
      Plans and Specifications, otherwise after the Commencement Date no
      additional expenses shall be paid by Tenant hereunder unless Tenant makes
      alterations to the Premises thereof that may give rise to the necessity of
      any additional installations which will be at Tenant’s
      expense.

            


    

    


    (b)         Subject
to the provisions elsewhere herein contained and to the rules and regulations of
the Building, Landlord agrees to furnish to the Premises during ordinary
business hours of 8 a.m. to 6 p.m. on Mondays through Fridays and 8 a.m. to 1
p.m. on Saturdays, (but exclusive, in any event, of Sundays and legal holidays),
heat and air-conditioning required in Landlord's judgment for the comfortable
use and occupation of the Premises, replacement of bulbs for building standard
fluorescent lights and non-building standard lights, provided Tenant stocks the
bulbs for all of Tenant's non-building standard lights, janitorial services
during the times and in the manner that such services are, in Landlord's
judgment, customarily furnished in comparable office buildings in the immediate
market area, and elevator service.

    


    Landlord shall make available
additional or after-hours heating or air-conditioning at Tenant's request
thereof and Tenant shall pay to Landlord a reasonable charge for such services
as determined from time to time by Landlord; in its reasonable discretion; the
current  rate for such servicing is Fifty and No/100ths Dollars
($50.00) per hour. Tenant agrees at all times to cooperate fully with Landlord
and to abide by all the regulations and requirements which Landlord may
prescribe for the proper functioning and protection of said heating,
ventilating, and air-conditioning system and to comply with all laws, ordinances
and regulations respecting the conservation of energy. Wherever heat-generating
machines, excess lighting or equipment are requested by Tenant and used in the
Premises which affect the temperature otherwise maintained by the
air-conditioning system, Landlord shall install supplementary air conditioning
units in the Premises, and the cost thereof, including the cost of electricity
and/or water therefore, shall be paid by Tenant to Landlord upon demand by
Landlord. Landlord agrees to furnish to the Premises electricity for general and
executive office purposes and water for lavatory and drinking purposes, subject
to the provisions of Paragraph 12(c) below.  Landlord shall in no
event be liable for any interruption or failure of utility services on the
Premises, but Landlord will exercise due diligence to furnish uninterrupted
service.

    


    (c)         Tenant
will not, without the written consent of Landlord, which consent shall not be
unreasonably withheld, use any apparatus or device in the Premises, including
without limitation, electronic data processing machines, computers, and machines
using excess lighting or current which will in any way increase the amount of
electricity or water usually furnished or supplied for use of the Premises as
general office space; nor connect with electric current, except through existing
electrical outlets in the Premises, or water pipes, any apparatus or device for
the purposes of using electrical current or water.  If Tenant in
Landlord's judgment shall require water or electric current or any other
resource in excess of that usually furnished or supplied for use of the Premises
as general office space (it being understood that such an excess may result from
the number of fixtures, apparatus and devices in use, the nature of such
fixtures, apparatus and devices, the hours of use, or any combination of such
factors), Tenant shall first procure the consent of Landlord, which consent
shall not be unreasonably withheld, which Landlord may refuse, to the use
thereof, and Landlord may cause a special meter to be installed in the Premises
so as to measure the amount of water, electric current or other resource
consumed for any such other use. The cost of any such meters and of
installation, maintenance, and repair thereof shall be paid for by Tenant, and
Tenant agrees to pay Landlord promptly upon demand by Landlord for all such
water, electric current or other resource consumed, as shown by said meters, at
the rates charged by the local public utility furnishing the same, plus any
additional expense incurred in keeping account of the water, electric current or
other resource so consumed.  Landlord shall not be in default
hereunder or be liable for any damages directly or indirectly resulting from,
nor shall the rental herein reserved be abated by reason of (i) the
installation, use or interruption of use of any equipment in connection with the
furnishing of any of the foregoing utilities and services, (ii) failure to
furnish or delay in furnishing any such utilities or services when such failure
or delay is caused by acts of God or the elements, labor disturbances of any
character, any other accidents, acts of terrorism,  or other conditions
beyond the reasonable control of Landlord, or by the making of repairs or
improvements to the Premises or to the Building, (iii) the limitation,
curtailment, rationing or restriction on use of water or electricity, gas or any
other form of energy or any other service utility whatsoever serving the
Premises or the Building. Furthermore, Landlord shall be entitled to cooperate
voluntarily in a reasonable manner with the efforts of national, state or local
governmental agencies or utilities suppliers in reducing energy or other
resources consumption.

    


    (d)         Any
sums payable under this Paragraph 12 shall be considered additional rent and may
be added to any installment of rent thereafter becoming due, and Landlord shall
have the same remedies for a default in payment of such sums as for a default in
the payment of rent.

    


    (e)         Tenant
shall not provide any janitorial services without Landlord's written consent,
which consent shall not be unreasonably withheld, and then only subject to
supervision of Landlord and by a janitorial contractor or employees at all times
satisfactory to Landlord.  Any such services provided by Tenant shall
be at Tenant's sole risk and responsibility.

    


    (f)         It
shall be Tenant's responsibility and expense to install, move, maintain, adjust,
and repair its property and fixtures, including but not limited to,
its:  signage, pictures, bulletin boards, plaques, furniture, filing
cabinets, computer cables, computer equipment, business machines, draperies,
blinds, kitchen appliances, special water heaters, kitchen cabinets, private
restroom fixtures, special air conditioning or power conditioning equipment,
locks for furniture and filing cabinets, paging systems, modular furniture
components (including task lighting, flat wiring, and power distribution
cables), combination locks, specialty electrical devices, exhaust fans, fire
extinguishers, carpet squares, and/or other furniture, fixtures, or equipment
installed by Tenant, or which were supplied, specified, or requested by Tenant
and installed by Landlord.

    


    
      	
               
      

            	
              13.

            	
              Estoppel

            	
              13.

            	
              Within  fourteen  (14)  days
      of Landlord’s written  request which  Landlord
      may

            


    

    
      	
               
      

            	
              Certificate.

            	
              make
      from time to time, Tenant shall execute and deliver to Landlord a
      certificate in substantially the form attached hereto as Exhibit "C" and
      made a part hereof (except revised by Landlord as provided below to
      reflect the terms and conditions hereof), indicating thereon any
      exceptions thereto which may exist at that time; Landlord shall revise
      such certificate to conform to the terms and conditions of this lease
      and  to the extent that there is any conflict between the terms
      of the Tenant such certificate and this Lease, the terms and conditions of
      the Lease shall control.  Failure of Tenant to execute and
      deliver such certificate shall at Landlord’s option constitute a default
      hereunder or constitute an acceptance of the Premises and acknowledgment
      by Tenant that the statements included in Exhibit "C" are
      true and correct without exception.  Landlord and Tenant intend
      that any statement delivered pursuant to this paragraph may be relied upon
      by Landlord or by any mortgagee, beneficiary, purchaser or prospective
      purchaser of the Building or any interest therein or anyone to whom
      Landlord may provide said
certificate

            


    

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              14.

            	
              Holding
      Over.

            	
              14.

            	
              Tenant
      will, at the termination of this Lease by lapse of time or otherwise,
      yield up immediate possession to Landlord.  If Tenant retains
      possession of the Premises or any part thereof after such termination,
      then Landlord may, at its option, serve written notice upon Tenant that
      such holding over constitutes any one of (i) creation of a month to month
      tenancy, upon the terms and conditions set forth in this Lease, or (ii)
      creation of a tenancy of sufferance, in any case upon the terms and
      conditions set forth in this Lease; provided, however, that the monthly
      rental (or daily rental under (ii)) shall, in addition to all other sums
      which are to be paid by Tenant hereunder, whether or not as additional
      rent, be equal to One Hundred and Fifty Percent (150%) of  the
      rental being paid monthly to Landlord under this Lease immediately prior
      to such termination (prorated in the case of (iii) on the basis of a 365
      day year for each day Tenant remains in possession).  If no such
      notice is served, then a tenancy at sufferance shall be deemed to be
      created at the rent in the preceding sentence.  The provisions
      of this paragraph shall not constitute a waiver by Landlord of any right
      of reentry as herein set forth; nor shall receipt of any rent or any other
      act in apparent affirmance of the tenancy operate as a waiver of the right
      to terminate this Lease for a breach of any of the terms, covenants, or
      obligations herein on Tenant's part to be
  performed.

            


    

    


    
      	
               
      

            	
              15.

            	
              Subordination.

            	
              15.

            	
              Without
      the necessity of any additional document being executed by Tenant for the
      purpose of effecting a subordination, this Lease shall be subject and
      subordinate at all times to (so long as there exists a non disturbance
      agreement of Tenant conditioned upon Tenant’s attornment thereof) : (a)
      all ground leases or underlying leases which may now exist or hereafter be
      executed affecting the Building, the land upon which the Building or any
      common areas are situated, and (b) the lien or interest of any mortgage or
      deed to secure debt which may now exist or hereafter be executed in any
      amount for which said Building, land, ground leases or underlying leases,
      or Landlord's interest or estate in any of said items is specified as
      security.  Landlord shall have the right to subordinate or cause
      to be subordinated any such ground leases or underlying leases or any such
      liens or interests of mortgages or deeds to secure debt to this
      Lease.  In the event that any ground lease or underlying lease
      terminates for any reason or any mortgage or deed to secure debt is
      foreclosed or a conveyance in lieu of foreclosure is made for any reason,
      Tenant shall, notwithstanding any subordination, attorn to and become the
      Tenant of the successor in interest to Landlord at the option of such
      successor in interest.  Tenant agrees to execute such
      non-disturbance and attornment agreements as the holder of any mortgage or
      deed to secure debt on the Building may reasonably
      require.  Tenant covenants and agrees to execute and deliver,
      upon demand by Landlord and in the form requested by Landlord, any
      additional documents evidencing the priority or subordination of this
      Lease with respect to any such ground leases or underlying leases or the
      lien of any such mortgage or deed to secure debt. Tenant hereby
      irrevocably appoints Landlord as attorney-in-fact of Tenant to execute,
      deliver and record any such documents in the name and on behalf of
      Tenant.

            


    

    


    
      	
               
      

            	
              16.

            	
              Re-Entry

            	
              16.

            	
              Landlord
      reserves and shall at all times have the right to re-enter the
      Premises

            


    

    
      	
              By
    Landlord.

            	
              to
      inspect the same, to supply janitor service and any other service to be
      provided by Landlord to Tenant hereunder, to show said Premises to
      prospective purchasers, mortgagees or tenants, to post notices of
      nonresponsibility, and to alter, improve, or repair the Premises and any
      portion of the Building of which the Premises are a part or to which
      access is conveniently made through the Premises, without abatement of
      rent, and may for that purpose erect, use, and maintain scaffolding,
      pipes, conduits, and other necessary structures in and through the
      Premises where reasonably required by the character of the work to be
      performed, provided that entrance to the Premises shall not be blocked
      thereby, and further provided that the business of Tenant shall not be
      interfered with unreasonably. Tenant hereby waives any claim for damages
      for any injury or inconvenience to or interference with Tenant's business,
      any loss of occupancy or quiet enjoyment of the Premises, and any other
      loss occasioned thereby.  For each of the aforesaid purposes,
      Landlord shall at all times have and retain a key with which to unlock all
      of the doors, in, upon, and about the Premises, and Landlord shall have
      the right to use any and all means which Landlord may deem necessary or
      proper to open said doors in an emergency, in order to obtain entry to any
      portion of the Premises, and any entry to the Premises, or portions
      thereof obtained by Landlord by any of said means, or otherwise, shall not
      under any circumstances be construed or deemed to be a forcible or
      unlawful entry into, or a detainer of, the Premises, or an eviction,
      actual or constructive, of Tenant from the Premises or any portions
      thereof.  Landlord shall also have the right at any time,
      without the same constituting an actual or constructive eviction and
      without incurring any liability to Tenant therefor, to change the
      arrangement and/or location of entrances or passage ways, doors and
      doorways, and corridors, elevators, stairs, toilets, or other public parts
      of the Building and to change the name, number or designation by which the
      Building is commonly known.

            


    

    


    
      	
               
      

            	
              17.

            	
              Insolvency
      or

            	
              17.

            	
              The
      appointment of a receiver to take possession of all or substantially
      all

            


    

    
      	
               
      

            	
              Bankruptcy.

            	
              of
      the assets of Tenant, or an assignment of Tenant for the benefit of
      creditors, or any action taken or suffered by Tenant under any insolvency,
      bankruptcy, or reorganization act, shall at Landlord's option constitute a
      breach of this Lease by Tenant.  Upon the happening of any such
      event or at any time thereafter, this Lease shall terminate five (5) days
      after written notice of termination from Landlord to Tenant. In no event
      shall this Lease be assigned or assignable by operation of law or by
      voluntary or involuntary bankruptcy proceedings or otherwise and in no
      event shall this Lease or any rights or privileges hereunder be an asset
      of Tenant under any bankruptcy, insolvency, or reorganization
      proceedings.

            


    

    


    
      	
               
      

            	
              18.

            	
              Default
    and

            	
              18.

            	
              The
      following events shall be deemed to be events of default by Tenant
      under

            


    

    
      	
               
      

            	
              Remedies.

            	
              this
      Lease:

            


    

    


    (a)         After
written notice by Landlord of Tenant’s failure to pay when or before due any sum
of money becoming due to be paid to Landlord hereunder, whether such sum be any
installment of the rent herein reserved, any other amount treated as additional
rent hereunder, or any other payment or reimbursement to Landlord required
herein, whether or not treated as additional rent hereunder, and such failure
shall continue for a period of five (5) days from the date of Tenant’s receipt
of such notice by Landlord; or

    


    (b)         Tenant
shall fail to comply with any term, provision or covenant of this Lease other
than by failing to pay when or before due any sum of money becoming due to be
paid to Landlord hereunder, and shall not cure such failure within
(i) twenty four (24) hours after written notice to Tenant if the failure
involves a condition hazardous or dangerous to life or property or (ii) thirty
(30) days after written notice to Tenant in the case of any other failure and if
not curable within such thirty (30) day period, within a period of time
commensurate with the non monetary default so long as Tenant commences the cure
thereof and continues diligently until cured; or

    


    (c)         Tenant
shall abandon or vacate any substantial portion of the Premises and defaults in
the payment of any sums of money due hereunder; or

    


    (d)         Tenant
shall fail within fourteen (14) days of receipt of written notice thereof from
Landlord, to cure any condition or circumstance created or allowed by Tenant in
its use of the Premises constituting a hazard to people or property whether or
not such condition or circumstance rises to the level of a civil or criminal law
violation or action; or

    


    (e)         Tenant
shall fail to vacate the Premises immediately upon termination of this Lease, by
lapse of time or otherwise, or upon termination of Tenant's right to possession
only;

    


    (f)         If,
in spite of the provisions hereof, the interest of Tenant shall be levied upon
under execution or be attached by process of law or Tenant shall fail to contest
diligently the validity of any lien or claimed lien and give sufficient security
to Landlord to insure payment thereof or shall fail to satisfy any judgment
rendered thereon and have the same released, and such default shall continue for
thirty (30) days after written notice thereof to Tenant; or

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    (g)         Tenant
shall assign, sublet or transfer its interest hereunder in violation of this
Agreement.

    


    Upon the occurrence of any such events
of default by Tenant described in this paragraph or elsewhere in this Lease,
Landlord shall have the option to pursue any one or more of the following
remedies without any notice or demand whatsoever:

    


    (aa)              Landlord
may, at its election, terminate this Lease or terminate Tenant's right to
possession only, without terminating the Lease.

    


    (bb)              Upon
any termination of this Lease, whether by lapse of time or otherwise, or upon
any termination of Tenant's right to possession without termination of the
Lease, Tenant shall surrender possession and vacate the Premises immediately,
and deliver possession thereof to Landlord, and Tenant hereby grants to Landlord
full and free license to enter into and upon the Premises in such event with or
without process of law and to repossess the Premises and to expel or remove
Tenant and any others who may be occupying or within the Premises and to remove
any and all property therefrom, without being deemed in any manner guilty of
trespass, eviction or forcible entry or detainer, and without incurring any
liability for any damage resulting therefrom; Tenant hereby waiving any right to
claim damage for such reentry and expulsion, and without relinquishing
Landlord's right to rent or any other right given to Landlord hereunder or by
operation of law.

    


    (cc)              Upon
termination of this Lease, whether by lapse of time, by or in connection with a
dispossessory proceeding or otherwise, Landlord shall be entitled to recover as
Landlord's actual accrued damages, all rent, including any amount treated as
additional rent hereunder, and other sums due and payable by Tenant on the date
of termination, plus, as Landlord's liquidated damages for the balance of the
stated term hereof and not as a forfeiture or penalty, the sum of: (i) an amount
equal to the then present value of the rent, including any amounts treated as
additional rent hereunder, and other sums provided herein to be paid by Tenant
for the residue of the stated term hereof, less the fair rental value of the
Premises for such residue (taking into account the time and expenses necessary
to obtain a replacement tenant or tenants, including expenses hereinafter
described in Paragraph (dd)(ii) relating to recovery of the Premises,
preparation for reletting and for reletting itself), and (ii) the cost of
performing any other covenants which would have otherwise been performed by
Tenant.

    


    (dd)              (i)  Upon
termination of the Lease or Tenant's right to possession of the demised
Premises, regardless of whether such termination occurs as a result of a
dispossessory proceeding, distraint proceeding, exercise of right of
termination, re-entry, lease expiration or otherwise, Tenant shall remain liable
for payment of all rent thereafter accruing and for performance of all
obligations thereafter performable under this Lease.  Landlord may, at
Landlord's option, enter the Premises, remove Tenant's signs and other evidences
of tenancy, and take and hold possession thereof as provided in Paragraph (bb)
above, without such entry and possession releasing Tenant from any obligation,
including Tenant's obligation to pay rent, including any amounts treated as
additional rent, hereunder for the full term of the Lease.

    


    (ii)  Landlord may, but need
not, relet the Premises or any part thereof for such rent and upon such terms as
Landlord in its sole discretion shall determine (including the right to relet
the Premises for a greater or lesser term than that remaining under this Lease,
the right to relet the Premises as a part of a larger area, and the right to
change the character and use made of the Premises) and Landlord shall not be
required to accept any tenant offered by Tenant or to observe any instructions
given by Tenant about such reletting.  In any such case, Landlord may
make repairs, alterations and additions in or to the Premises, and redecorate
the same to the extent Landlord deems necessary or desirable, and Tenant shall,
upon demand, pay the cost thereof, together with Landlord's expenses for
reletting, including, without limitation, any broker’s commission incurred by
Landlord.  If the consideration collected by Landlord upon any such
reletting plus any sums previously collected from Tenant are not sufficient to
pay the full amount of all rent, including any amounts treated as additional
rent hereunder and other sums reserved in this Lease for the remaining term
hereof, together with the costs of repairs, alterations, additions,
redecorating, and Landlord’s expenses of reletting and the collection of the
rent accruing therefrom (including attorneys' fees and broker's commissions),
Tenant shall pay to Landlord, as Landlord's liquidated damages and not as a
forfeiture or penalty, the amount of such deficiency upon demand and Tenant
agrees that Landlord may file suit to recover any sums falling due under this
Paragraph from time to time.

    


    (ee)              Landlord
may, at Landlord's option, enter into and upon the Premises, with or without
process of law, if Landlord determines in its sole discretion that Tenant is not
acting within a commercially reasonable time to maintain, repair or replace
anything for which Tenant is responsible hereunder, and correct the same,
without being deemed in any manner guilty of trespass, eviction or forcible
entry and detainer and without incurring any liability for any damage resulting
therefrom, and Tenant agrees to reimburse Landlord, on demand, as additional
rent, for any expenses which Landlord may incur in thus effecting compliance
with Tenant's obligations under this Lease.

    


    (ff)              Any
and all property which may be removed from the Premises by Landlord pursuant to
the authority of the Lease or of law, to which Tenant is or may be entitled, may
be handled, removed and stored, as the case may be, by or at the direction of
Landlord at the risk, cost and expense of Tenant, and Landlord shall in no event
be responsible for the value, preservation or safekeeping
thereof.  Tenant shall pay to Landlord, upon demand, any and all
expenses incurred in such removal and all storage charges against such property
so long as the same shall be in Landlord's possession or under Landlord's
control.  Any such property of Tenant not retaken by Tenant from
storage within thirty (30) days after removal from the Premises shall, at
Landlord's option, be deemed conveyed by Tenant to Landlord under this Lease as
by a bill of sale without further payment or credit by Landlord to
Tenant.

    


    Pursuit of any of the foregoing
remedies shall not preclude pursuit of any of the other remedies herein provided
or any other remedies provided by law or available in equity (all such remedies
being cumulative), nor shall pursuit of any remedy herein provided constitute a
forfeiture or waiver of any rent due to Landlord hereunder or of any damages
accruing to Landlord by reason of the violation of any of the terms, provisions
and covenants herein contained.  No act or thing done by Landlord or
its agents during the term hereby granted shall be deemed a termination of this
Lease or an acceptance of the surrender of the Premises, and no agreement to
terminate this Lease or accept a surrender of said Premises shall be valid
unless in writing signed by Landlord.  No waiver by Landlord of any
violation or breach of any of the terms, provisions and covenants herein
contained shall be deemed or construed to constitute a waiver of any other
violation or breach of any of the terms, provisions and covenants herein
contained.  Landlord's acceptance of the payment of rental or other
payments hereunder after the occurrence of an event of default shall not be
construed as a waiver of such default, unless Landlord so notifies Tenant in
writing.  Forbearance by Landlord in enforcing one or more of the
remedies herein provided upon an event of default shall not be deemed or
construed to constitute a waiver of such default or of Landlord's right to
enforce any such remedies with respect to such default or any subsequent
default.  If, on account of any breach or default by Tenant in
Tenant's obligations under the terms and conditions of this Lease, it shall
become necessary or appropriate for Landlord to employ or consult with an
attorney concerning or to enforce or defend any of Landlord's rights or remedies
hereunder, Tenant agrees to pay reasonable attorneys' fees so
incurred.

    


    Without limiting the foregoing, to the
extent permitted by law, Tenant hereby expressly waives any right to trial by
jury.  Landlord shall serve any service of process as required by
existing or future law of the State of Georgia upon any of the persons listed
under the notice provision for Tenant.

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    Landlord’s
Default.  Upon Landlord’s failure or refusal to perform any of
the provisions or conditions of this Lease on Landlord’s part to be kept or
performed or any other covenants and obligations of Landlord which Landlord
fails to satisfy, for thirty (30) days after written notice to Landlord by
Tenant of such failure or refusal shall be a default under this Lease, provided
that if such that if such default complained of in the notice by Tenant to
Landlord is of such a nature that the same can be rectified or cured by
Landlord, but cannot with reasonable diligence be rectified or cured within said
thirty (30) day period, then Landlord shall not be in default if Landlord
promptly commences the rectification and curing thereof and continues thereafter
with all due diligence to cause such rectification and curing to proceed, and
does complete the same, with the use of due diligence, as aforesaid. In the even
Landlord is in default as aforedescribed,  then Tenant shall have the
option to pursue all remedies in law or in equity for Landlord’s default
hereunder.

    


    
      	
               
      

            	
              19.

            	
              Damage
by

            	
              19.

            	
              (a)

            	
              If
      the Building, improvements, or Premises are rendered
    partially

            


    

    
      	
               
      

            	
              Fire,
    Etc.

            	
              or
      wholly untenantable by fire or other casualty, and if such damage cannot,
      in Landlord's reasonable estimation, be materially restored within ninety
      (90) days of such damage, then Landlord or Tenant may, at either of their
      sole options, terminate this Lease as of the date of such fire or
      casualty.  Landlord or Tenant shall exercise its option provided
      herein by written notice to the other party within sixty (60) days of such
      fire or other casualty.  For purposes hereof, the Building,
      improvements, or Premises shall be deemed "materially restored" if they
      are in such condition as would not prevent or materially interfere with
      Tenant's use of the Premises for the purpose for which it was then being
      used.

            


    

    


    (b)         If
this Lease is not terminated pursuant to Paragraph 19(a) and insurance proceeds
are confirmed by Landlord to be available within said ninety (90) day period,
then , Landlord shall proceed with all due diligence to repair and restore the
Building, improvements or Premises within one hundred and eighty (180) days of
such fire or casualty (except that Landlord may elect not to rebuild if such
damage occurs during the last year of the term of this Lease exclusive of any
option which is unexercised at the date of such damage).

    


    (c)         If
this Lease shall be terminated pursuant to this Paragraph 19, the term of this
Lease shall end on the date of such damage as if that date had been originally
fixed in this Lease for the expiration of the term hereof.  If this
Lease shall not be terminated by Landlord pursuant to this Paragraph 19 and if
the Premises is untenantable in whole or in part following such damage, the rent
payable during the period in which the Premises is untenantable shall be reduced
to such extent, if any, as may be fair and reasonable under all of the
circumstances.  In the event that Landlord shall fail to complete such
repairs and material restoration within one hundred fifty (150) days after the
date of such damage, Tenant may at its option and as its sole remedy terminate
this Lease by delivering written notice to Landlord, whereupon the Lease shall
end on the date of such notice as if the date of such notice were the date
originally fixed in this Lease for the expiration of the term hereof; provided,
however, that if construction is delayed because of changes, deletions, or
additions in construction requested by Tenant, strikes, lockouts, casualties,
acts of God, war, material or labor shortages, governmental regulation or
control or other causes beyond the reasonable control of Landlord, the period
for restoration, repair or rebuilding shall be extended for the amount of time
Landlord is so delayed.

    


    In no event shall Landlord be required
to rebuild, repair or replace any part of the partitions, fixtures, additions or
other improvements which may have been placed in or about the Premises by
Tenant.  Any insurance which may be carried by Landlord or Tenant
against loss or damage to the Building or Premises shall be for the sole benefit
of the party carrying such insurance and under its sole control except that
Landlord's insurance may be subject to control by (i) the holder or holders of
any indebtedness secured by a mortgage or deed to secure debt covering any
interest of Landlord in the Premises, the Building, or the Property, and/or (ii)
the ground lessor of any portion of the Property.

    


    (d)         Notwithstanding
anything herein to the contrary, in the event the holder of any indebtedness
secured by a mortgage or deed to secure debt covering the Premises, Building or
Property, or the ground lessor of the Property, requires that any insurance
proceeds be paid to it, then Landlord shall have the right to terminate this
Lease by delivering written notice of termination to Tenant within fifteen (15)
days after such requirement is made by any such person but in no event any later
than the sixty (60) day period required under Paragraph 19(a), whereupon the
Lease shall end on the date of such damage as if the date of such damage were
the date originally fixed in this Lease for the expiration of the
term.

    


    (e)         In
the event of any damage or destruction to the Building or the Premises by any
peril covered by the provisions of this Paragraph 19, Tenant shall, upon notice
from Landlord, remove forthwith, at its sole cost and expense, such portion or
all of the property belonging to Tenant or its licensees from such portion or
all of the Building or the Premises as Landlord shall request.

    


    
      	
              20.
      Condemnation.

            	
              20.

            	
              (a)

            	
              If
      any substantial part of the Premises should be taken for any public or
      quasi-public use under governmental law, ordinance or regulation, or by
      right of eminent domain, or by private purchase in lieu thereof, and the
      taking would prevent or materially interfere with the use of the Premises
      for the purpose for which it is then being used, this Lease shall
      terminate effective when the physical taking shall occur in the same
      manner as if the date of such taking were the date originally fixed in
      this Lease for the expiration of the term hereof.  As used
      herein, “substantial part” shall mean more than twenty percent
      (20%).

            


    

    


    (b)         If
part of the Premises shall be taken for any public or quasi-public use under any
governmental law, ordinance or regulation, or by right of eminent domain, or by
private purchase in lieu thereof, and this Lease is not terminated as provided
in the Paragraph above, this Lease shall not terminate but the rent payable
hereunder during the unexpired portion of this Lease shall be reduced to such
extent, if any, as may be fair and reasonable under all of the circumstances and
Landlord shall undertake to restore the Premises to a condition suitable for
Tenant's use, as near to the condition thereof immediately prior to such taking
as is reasonably feasible under all circumstances.

    


    (c)         Tenant
shall not share in any condemnation award or payment in lieu thereof or in any
award for damages resulting from any grade change of adjacent streets, the same
being hereby assigned to Landlord by Tenant; provided, however, that Tenant may
separately claim and receive from the condemning authority, if legally payable,
compensation for Tenant's removal and relocation costs and for Tenant's loss of
business and/or business interruption.

    


    (d)         Notwithstanding
anything to the contrary contained in this paragraph, if the temporary use or
occupancy of any part of the Premises shall be taken or appropriated under power
of eminent domain during the term of this Lease, this Lease shall be and remain
unaffected by such taking or appropriation and Tenant shall continue to pay in
full all rent payable hereunder by Tenant during the term of this Lease; in the
event of any such temporary appropriation or taking, Tenant shall be entitled to
receive that portion of any award which represents compensation for the use of
or occupancy of the Premises during the term of this Lease, and Landlord shall
be entitled to receive that portion of any award which represents the cost of
restoration of the Premises and the use and occupancy of the Premises after the
end of the term of this Lease.

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              21.

            	
              Sale by

            	
              21.

            	
              In  the  event  of  a
      sale  or  conveyance  by  Landlord  of  the
      Building, the same

            


    

    
      	
               
      

            	
              Landlord.

            	
              shall
      operate to release Landlord from any future liability upon any of the
      covenants or conditions, express or implied, herein contained in favor of
      Tenant so long as Landlord assigns all rights, title and interest under
      this Lease to the new owner thereof and said new owner assumes all
      obligations of Landlord hereunder, and in such event Tenant agrees to look
      solely to the responsibility of the successor in interest of Landlord in
      and to this Lease.  Tenant agrees to attorn to the purchaser or
      assignee in any such sale.

            


    

    


    
      	
               
      

            	
              22.

            	
              Right of

            	
              22.

            	
              All  covenants  and  agreements  to  be  performed  by
      Tenant  under any of the

            


    

    
      	
               
      

            	
              Landlord
    to

            	
              terms
      of this Lease shall be performed by Tenant at
      Tenant's  sole  cost  and  expense

            


    

    
      	
               
      

            	
              Perform.

            	
              and
      without any abatement of rent, except as otherwise provided
      herein.  If Tenant shall fail to perform any acts, covenants or
      agreements to be performed by Tenant under any of the terms of this Lease
      or to pay any sum of money, other than rent, required to be paid by it
      hereunder, and such failure shall not be cured by Tenant within the time
      periods prescribed under Paragraph 18 hereof after notice thereof by
      Landlord, Landlord may, but shall not be obligated so to do, and without
      waiving or releasing Tenant from any obligations of Tenant, make any such
      payment or perform any such act, covenant or agreement on Tenant's part to
      be made or performed as in this Lease provided.  All sums so
      paid by Landlord or costs related to Landlord's performance of such acts,
      covenants or agreements and all necessary incidental costs, together with
      interest thereon at the Agreed Interest Rate as defined in Paragraph 8
      hereof from the date of such payment by Landlord, shall be payable as
      additional rent to Landlord on demand, and Tenant covenants to pay any
      such sums, and Landlord shall have, in addition to any other right or
      remedy of the Landlord, the same rights and remedies in the event of
      nonpayment thereof by Tenant as in the case of default by Tenant in the
      payment of the rent.

            


    

    


    
      	
               
      

            	
              23.

            	
              Surrender

            	
              23.

            	
              (a)

            	
              In   the
      event Landlord furnishes a  request in writing to Tenant within
      the

            


    

    
      	
               
      

            	
              of
    Premises.

            	
              last
      six (6) months of the Term of the Lease or any renewal
      thereof  that Tenant advise Landlord of  Tenant’s
      intentions with regard to the vacating of the Premises upon the
      termination of this Lease, then Tenant shall respond to such request of
      Landlord within a reasonable time
thereafter.

            


    

    


    (b)         At
the end of the Lease Term, Tenant agrees to peaceably deliver up to the Landlord
possession of the Premises, in the same condition as received on the
Commencement Date, ordinary wear and tear, damage by fire, earthquake, and other
acts of God excepted. Upon request by Landlord, unless otherwise agreed to in
writing by Landlord, Tenant shall remove, at Tenant's sole cost, any or
all  movable furniture, equipment and fixtures, (expressly excluding,
computer and telephone cabling and all work to the Premises pursuant to the Work
Letter Agreement and all alterations to the Premises allowed by Landlord
hereunder), belonging to Tenant and repair any damage resulting from such
removal. Any property not so removed shall be deemed abandoned by the Tenant,
and title to the same shall thereupon pass to Landlord. Landlord shall have the
right to remove and dispose of such abandoned property, and the costs associated
therewith shall be promptly reimbursed by Tenant.

    


    (c)         The
voluntary or other surrender of this Lease by Tenant, or a mutual cancellation
thereof, shall not work a merger, and shall, at the option of the Landlord,
terminate all or any existing subleases or subtenancies, or may, at the option
of Landlord, operate as an assignment to it of any or all such subleases or
subtenancies.

    


    
      	
               
      

            	
              24.

            	
              Waiver.

            	
              24.

            	
              If
      either Landlord or Tenant waives the performance of any term, covenant or
      condition contained in this Lease, such waiver shall not be deemed to be a
      waiver of any subsequent breach of the same or any other term, covenant or
      condition contained herein. Furthermore, the acceptance of rent by
      Landlord shall not constitute a waiver of any preceding breach by Tenant
      of any term, covenant or condition of this Lease, regardless of Landlord's
      knowledge of such preceding breach at the time Landlord accepted such
      rent.  Failure by Landlord to enforce any of the terms,
      covenants or conditions of this Lease for any length of time shall not be
      deemed to waive or to decrease the right of Landlord to insist thereafter
      upon strict performance by Tenant.  Waiver by Landlord of any
      term, covenant or condition contained in this Lease may only be made by a
      written document signed by
Landlord.

            


    

    


    
      	
               
      

            	
              25.

            	
              Notices.

            	
              25.

            	
              Whenever
      any notice, demand or request is required or permitted hereunder, such
      notice, demand or request shall be hand-delivered in person, by reputable
      courier service or sent by United States Mail, registered, postage
      prepaid, to the addresses set forth
below:

            


    

    


    
      	
               
      

            	
              If
      to Landlord:

            	
              300
      Galleria Parkway Associates

            


    

    c/o
Childress Klein Properties

    300
Galleria Parkway, Suite 200

    Atlanta,
Georgia 30339

    


    
      	
               
      

            	
              If
      to Tenant:

            	
              The
      Ultimate Software Group, Inc.

            


    

    
      	
               
      

            	
              600
      Galleria Parkway

            


    

    
      	
               
      

            	
              Suite
      1000

            


    

    
      	
               
      

            	
              Atlanta,
      GA  30339

            


    

    
      	
               
      

            	
              ATTN:
      Jon Harris

            


    

    


    
      	
               
      

            	
              And

            


    

    


    
      	
               
      

            	
              The
      Ultimate Software Group, Inc.

            


    

    
      	
               
      

            	
              2000
      Ultimate Way

            


    

    
      	
               
      

            	
              Weston,
      FL 33331

            


    

    
      	
               
      

            	
              ATTN:
      General Counsel

            


    

    


    
      	
               
      

            	
              Any
      notice, demand or request which shall be served upon either of the parties
      in the manner aforesaid shall be deemed sufficiently given for all
      purposes hereunder (i) at the time such notices, demands or requests are
      hand-delivered in person or (ii) on the third day after the mailing of
      such notices, demands or requests in accordance with the preceding portion
      of this paragraph.

            


    

    


    Either Landlord or Tenant shall have
the right from time to time to designate by written notice to the other party
such other places in the United States as Landlord or Tenant may desire written
notice to be delivered or sent in accordance herewith; provided, however, at no
time shall either party be required to send more than an original and two copies
of any such notice, demand or request required or permitted
hereunder.

    


    Notwithstanding the foregoing, all
rental payments under this Lease shall be sent to the address specified in
paragraph 2(a) above.

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              26.

            	
              Certain
      Rights

            	
              26.

            	
              Landlord
      reserves and may exercise the following rights without
      affecting

            


    

    
      	
               
      

            	
              Reserved
    to

            	
              Tenant's
      obligations hereunder:

            


    

    
      	
               
      

            	
              the
      Landlord.

            


    

    
      	
               
      

            	
              (a)

            	
              To
      change the name of the Building;

            


    

    
      	
               
      

            	
              (b)

            	
              To
      designate all sources furnishing sign painting and lettering, ice,
      drinking water, towels, coffee cart service and toilet supplies, lamps and
      bulbs used in the Premises;

            


    

    
      	
               
      

            	
              (c)

            	
              To
      retain at all times pass keys to the
Premises;

            


    

    
      	
               
      

            	
              (d)

            	
              To
      grant to anyone the exclusive right to conduct any particular business or
      undertaking in the Building;

            


    

    (e)         To
close the Building after regular work hours and on legal holidays subject,
however, to Tenant's right to admittance, under such reasonable regulations as
Landlord may prescribe from time to time, which may include by way of example
but not of limitation, that persons entering or leaving the Building register
and provide sufficient forms of identification to a watchman and that said
persons establish their right to enter or leave the Building; and

    (f)         To
take any and all measures, including inspections, repairs, alterations,
decorations, additions and improvements to the Premises or the Building, and
identification and admittance procedures for access to the Building as may be
necessary or desirable for the safety, protection, preservation or security of
the Premises or the Building or Landlord's interest, or as may be necessary or
desirable in the operation of the Building.

    


    Landlord
may enter upon the Premises and may exercise any or all of the foregoing rights
hereby reserved without being deemed guilty of an eviction or disturbance of
Tenant's use or possession and without being liable in any manner to Tenant and
without abatement of rent or affecting any of Tenant's obligations
hereunder.

    


    
      	
               
      

            	
              27.

            	
              Abandonment.

            	
              27.

            	
              If
      Tenant shall abandon, vacate, or surrender said Premises and fail to
      continue with all monetary payments due hereunder after notice and
      opportunity to cure such non payment or be dispossessed by process of law,
      or otherwise, any personal property belonging to Tenant and left on the
      Premises shall, at the option of Landlord, be deemed to be abandoned and
      title thereto shall thereupon pass to
Landlord.

            


    

    


    
      	
               
      

            	
              28.

            	
              Successors

            	
              28.

            	
              Subject
      to the provisions of Paragraph 9 hereof, the terms, covenants,
      and

            


    

    
      	
               
      

            	
              and
    Assigns.

            	
              conditions
      contained herein shall be binding upon and inure to the benefit of the
      heirs, successors, executors, administrators and assigns of the parties
      hereto.

            


    

    


    
      	
               
      

            	
              29.

            	
              Attorneys’

            	
              29.

            	
              In  the  event  that  any  action  or  proceeding  is  brought  to  enforce  any
      term,

            


    

    
      	
               
      

            	
              Fees.

            	
              covenant
      or condition of this Lease on the part of Landlord or Tenant, the
      prevailing party in such litigation shall be entitled to reasonable
      attorneys' fees to be fixed by the Court in such action or
      proceeding.

            


    

    


    
      	
               
      

            	
              30.

            	
              Corporate

            	
              30.

            	
              If  Tenant  signs  as  a  corporation,  each  of  the
      persons executing this Lease on

            


    

    
      	
               
      

            	
              Authority.

            	
              behalf
      of Tenant does hereby covenant and warrant that Tenant is a duly
      authorized and existing corporation that Tenant has and is qualified to do
      business in Georgia, that the corporation has full right and authority to
      enter into this Lease, and that each and both of the persons signing on
      behalf of the corporation were authorized to do so. Upon Landlord's
      request, Tenant shall provide Landlord with evidence reasonably
      satisfactory to Landlord confirming the foregoing covenants and
      warranties. If Tenant signs as any other legal entity, Tenant shall
      provide Landlord with reasonable evidence of
  authority.

            


    

    


    
      	
               
      

            	
              31.

            	
              Mortgage

            	
              31.

            	
              Any
      provisions of this Lease requiring the approval or consent of Landlord
      shall

            


    

    
      	
               
      

            	
              Approvals.

            	
              not
      be deemed to have been unreasonably withheld if any mortgagee (which shall
      include the holder of any deed to secure debt) of the Premises, Building
      or Property or any portion thereof shall refuse or withhold its approval
      or consent thereto.  Any requirement of Landlord pursuant to
      this Lease which is imposed pursuant to the direction of any such
      mortgagee shall be deemed to have been reasonably imposed by Landlord if
      made in good faith.

            


    

    


    
      	
               
      

            	
              32.

            	
              Miscellaneous.

            	
              32.

            	
              (a)

            	
              The
      paragraph headings herein are for convenience of reference and shall in no
      way define, increase, limit, or describe the scope or intent of any
      provision of this Lease.  The term "Landlord" as used in this
      Lease shall include the Landlord, its successors and
      assigns.  In any case where this Lease is signed by more than
      one person, the obligations hereunder shall be joint and
      several.  The term "Tenant" or any pronoun used in place thereof
      shall indicate and include the masculine or feminine, the singular or
      plural number, individuals, firms or corporations, and each of their
      respective successors, executors, administrators, and permitted assigns,
      according to the context hereof.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Time
      is of the essence of this Lease and all of its provisions.  This
      Lease shall in all respects be governed by the laws of the State of
      Georgia.  This Lease, together with its exhibits, contains all
      the agreements of the parties hereto and supersedes any previous
      negotiations.  There have been no representations made by the
      Landlord or understandings made between the parties other than those set
      forth in this Lease and its exhibits.  This Lease may not be
      modified except by a written instrument by the parties
    hereto.

            


    

    


    
      	
               
      

            	
              (c)

            	
              If
      for any reason whatsoever any of the provisions hereof shall be
      unenforceable or ineffective, all of the other provisions shall be and
      remain in full force and effect.

            


    

    


    (d)         All
obligations of Tenant hereunder not fully performed as of the expiration or
earlier termination of the term at this Lease shall survive the expiration or
earlier termination of the term hereof.

    


    (e)         If
any clause, phrase, provision or portion of this Lease or the application
thereof to any person or circumstance shall be invalid or unenforceable under
applicable law, such event shall not affect, impair or render invalid or
unenforceable the remainder of this Lease or any other clause, phrase, provision
or portion hereof, nor shall it affect the application of any clause, phrase,
provision or portion hereof to other persons or circumstances, and it is also
the intention of the parties to this Lease that in lieu of each such clause,
phrase, provision or portion of this Lease that is invalid or unenforceable,
there be added as a part of this Lease a clause, phrase, provision or portion as
similar in terms to such invalid or unenforceable clause, phrase, provision or
portion as may be possible and be valid and enforceable.

    


    (f)         Whenever
a period of time is herein prescribed for action to be taken by Landlord, the
Landlord shall not be liable or responsible for, and there shall be excluded
from the computation for any such period of time, any delays due to causes of
any kind whatsoever which are beyond the control of Landlord.

    


    (g)         This
Paragraph is intentionally deleted in its entirety.

    


    
      	
               
      

            	
              33.

            	
              Landlord's

            	
              33.

            	
              This
      Paragraph is intentionally deleted in its
  entirety.

            


    

    
      	
               
      

            	
              Lien.

            


    

    


    
      
        
        

      

      
        13

        
          

        

      

       

    

    
      	
               
      

            	
              34.

            	
              Quiet

            	
              34.

            	
              Landlord
      represents and warrants that it has full right and authority to enter
      into

            


    

    
      	
               
      

            	
              Enjoyment.

            	
              this
      Lease and that Tenant, while paying the rental and performing its other
      covenants and agreements herein set forth, shall peaceably and quietly
      have, hold and enjoy the Premises for the term hereof without hindrance or
      molestation from Landlord subject to the terms and provisions of this
      Lease.  In the event this Lease is a sublease, then Tenant
      agrees to take the Premises subject to the provisions of the prior leases.
      Landlord shall not be liable for any interference, nuisance or disturbance
      by other tenants or third persons, nor shall Tenant be released from any
      of the obligations of this Lease because of such interference, nuisance or
      disturbance.

            


    

     

    
      	
               
      

            	
              35.

            	
              Landlord's

            	
              35.

            	
              Any
      liability of Landlord hereunder shall be enforceable only out of
      the

            


    

    
      	
               
      

            	
              Liability.

            	
              interest
      of Landlord in the Building and the Property and in no event out of the
      separate assets of Landlord or any shareholder or partner of
      Landlord.

            


    

    


    
      	
               
      

            	
              36.

            	
              Right to

            	
              Landlord
      reserves the right to relocate Tenant during the term of this Lease
      or

            


    

    
      	
               
      

            	
              Relocate

            	
              any
      renewal hereof, to similar quality office space within the
      Building.  If Landlord exercises this right to relocate Tenant,
      then any and all costs incident to said relocation shall be the
      responsibility of the Landlord; said costs to be determined prior to the
      relocation of Tenant. Likewise, if Landlord exercises this right to
      relocate Tenant, the first three (3) months in the new premises shall be
      free rent.

            


    

    


    
      	
               
      

            	
              37.

            	
              No
    Estate.

            	
              37.

            	
              This
      contract shall create the relationship of Landlord and Tenant, and no
      estate shall pass out of Landlord.  Tenant has only a usufruct,
      not subject to levy and sale and not assignable by Tenant, except as
      provided for herein and in compliance
herewith.

            


    

    


    
      	
               
      

            	
              38.

            	
              Lease

            	
              38.

            	
              Submission  of  this  instrument  for  examination  or  signature  by  Tenant  does

            


    

    
      	
              Effective
      Date.

            	
              not
      constitute a reservation of or option for lease, and it is not effective
      as a lease or otherwise until execution and delivery by both Landlord and
      Tenant.

            


    

    


    
      	
               
      

            	
              39.

            	
              Rules
and

            	
              39.

            	
              (a)

            	
              Tenant
      shall faithfully observe and comply with the rules and
      regulations

            


    

    
      	
               
      

            	
              Regulations.

            	
              printed
      on or annexed to this Lease as Exhibit "A"
      which is attached hereto and made a part hereof and all reasonable
      modifications thereof and additions thereto from time to time put into
      effect by Landlord. Landlord shall supply Tenant with any changes or
      amendments to said rules. Landlord shall not be responsible for the
      nonperformance by any other tenant or occupant of the Building of any of
      said rules and regulations. Tenant will be responsible for causing its
      employees, customers, subtenants, licensees, invitees, agents,
      concessionaires and contractors to comply with all such rules and
      regulations.

            


    

    


    (b)         Tenant
acknowledges and agrees that Landlord may insist upon compliance with and
enforce the rules and regulations as well as any laws, statutes, ordinances or
governmental rules or regulations as mentioned in Paragraph 5 above, and may,
pursuant to the Georgia Criminal Trespass Statute (Official Code of Georgia
Annotated, Section 16-7-21), prohibit any person including any of Tenant's
employees, agents, customers, licensees, guests, invitees, concessionaires, or
contractors from entering or remaining upon all or any portion of the Building,
including the Premises, or any other building or property within the Atlanta
Galleria complex, including the hotel, office towers, parks, gardens, roadways,
parking lots, parking decks, performance stages, and all other buildings, land
or property, if Landlord determines in its sole discretion that said person has
not complied with any law, ordinance, rule or regulation or poses a threat to
the safety, welfare or health of any person or to the maintenance or orderliness
of the administration of the Building.  Tenant further agrees that it
shall not interfere with or object to Landlord's enforcement of any such laws,
ordinances, rules and regulations including Official Code of Georgia Annotated,
Section 16-77-21 or any similar statute. Notwithstanding any of the foregoing
language to the contrary, Landlord shall give Tenant notice of any additional
rules and regulations with regard to any other portions of property within the
Atlanta Galleria Complex and put Tenant on notice that such rules and
regulations are in addition to those set forth on Exhibit “A”.

    


    
      	
               
      

            	
              40.

            	
              Special

            	
              40.

            	
              Special  Stipulations  to  this  Lease  are  set
      forth on Exhibit
      "E" attached hereto

            


    

    
      	
               
      

            	
              Stipulations.

            	
              and
      made a part hereof.  In the event of any conflict between any
      provision set forth in Exhibit "E" and
      any provision contained elsewhere in this Lease, the former in all events
      shall supersede, prevail and
control.

            


    

    


    
      	
               
      

            	
              41.

            	
              Guaranty.

            	
              41.

            	
              This
      Paragraph is intentionally deleted in its
  entirety.

            


    

    


    
      	
               
      

            	
              42.

            	
              Condition.

            	
              42.

            	
              This
      Paragraph is intentionally deleted in its
  entirety.

            


    

    


    
      	
               
      

            	
              43.

            	
              Brokerage

            	
              43.

            	
              Tenant  represents  that  Tenant  has
      not engaged or worked with any real
estate

            


    

    
      	
              Commissions.

            	
              brokers
      or agents other than Grubb & Ellis Company and Childress Klein
      Properties, Inc. (collectively, “Broker”) in connection with this Lease
      for the Premises. Landlord represents to Tenant that Landlord has not
      engaged or worked with any real estate brokers or agents other than
      Broker.  Tenant and Landlord each  indemnify and hold
      harmless one another and each of their agents from and against any and all
      claims for commissions or other compensation, and any liabilities, damages
      and costs relating thereto, that may be asserted by any person or entity
      other than Broker to the extent that said party has engaged such person or
      such claim results from any action of said
  party..

            


    

    


    
      	
               
      

            	
              44.

            	
              Exculpation

            	
              44.

            	
              This
      Lease is executed by certain employees of 300 Galleria Parkway Associates,
      not individually, but solely on behalf of Landlord, the authorized nominee
      and agent for 300 Galleria Parkway Associates.  In consideration
      for entering into this Lease, Tenant hereby waives any rights to bring a
      cause of action against the individuals executing this Lease on behalf of
      Landlord (except for any cause of action based upon lack of authority or
      fraud), and all persons dealing with Landlord must look solely to
      Landlord’s assets for the enforcement of any claim against Landlord, and
      the obligations hereunder are not binding upon, nor shall resort be had to
      the private property of any of, the trustees, officers, directors,
      employees or agents of 300 Galleria Parkway Associates.  Nothing
      contained in this Paragraph 44 shall be deemed to limit the provisions of
      Paragraph 35 above.

            


    

     

    
 

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    IN
WITNESS WHEREOF, the parties hereto have executed this Lease the day and year
first above written.

    


    


    LANDLORD:
300 Galleria Parkway Associates, L.P., a Texas limited partnership

    


    


    By:     /s/
J. Donald
Childress                                                           

    Name:  J. Donald
Childress                                                         

    Title:    Sole
General
Partner                                                       

    


    


    TENANT:  The
Ultimate Software Group, Inc., a Delaware corporation

    


    


    By:  /s/
Laura
Johnson                                                              

    Name: Laura
Johnson                                                          

    Title:   SVP,
Product Strategy                                                        

    


    Attest:           

    Name:                                                           

    Title:                                                           

    


    (CORPORATE SEAL)


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    EXHIBIT
"A"

    


    RULES AND
REGULATIONS

    


    
      	
              l.

            	
              Sidewalks,
      halls, passages, exits, entrances, elevators, escalators and stairways
      shall not be obstructed by Tenants or used by them for any purpose other
      than for ingress and egress from their respective Premises.  The
      halls, passages, exits, entrances, elevators and stairways are not for the
      use of the general public and Landlord shall in all cases retain the right
      to control and prevent access thereto by all persons whose presence, in
      the judgment of Landlord, shall be prejudicial to the safety, character,
      reputation and interests of the Building and its Tenants, provided that
      nothing herein contained shall be construed to prevent such access to
      persons with whom any Tenant normally deals in the ordinary course of such
      Tenant's business unless such persons are engaged in illegal
      activities.  No Tenant, and no employees or invitees of any
      Tenant, shall go upon the roof of the Building, except as authorized by
      Landlord.

            


    

    


    
      	
              2.

            	
              No
      sign, placard, picture, name, advertisement, notice or other such item
      visible from the exterior of Premises shall be inscribed, painted,
      illuminated, affixed, installed or otherwise displayed by any Tenant
      either on its Premises or any part of the Building without the prior
      written consent of Landlord, in Landlord’s sole discretion, and Landlord
      shall have the right to remove any such sign, placard, picture, name,
      advertisement, notice or other such item without notice to and at the
      expense of Tenant.

            


    

    


    If
Landlord shall have given such consent to any Tenant at any time, whether before
or after the execution of the Lease, such consent shall in no way operate as a
waiver or release of any of the provisions hereof or of such Lease, and shall be
deemed to relate only to the particular sign, placard, picture, name,
advertisement or notice so consented to by Landlord and shall not be construed
as dispensing with the necessity of obtaining the specific written consent of
Landlord with respect to any other such sign, placard, picture, name,
advertisement or notice.

    


    All
approved signs or lettering on doors and walls shall be printed, painted,
affixed and inscribed at the expense of the Tenant by a person approved by
Landlord.

    


    
      	
              3.

            	
              The
      bulletin board or directory of the Building will be provided exclusively
      for the display of the name and location of Tenants only and Landlord
      reserves the right to exclude any other names therefrom, including the
      names of any subtenants of Tenant.

            


    

    


    
      	
              4.

            	
              No
      curtains, draperies, blinds, shutters, shades, screens or other coverings,
      awnings, hangings or decorations shall be attached to, hung or placed in,
      or used in connection with, any window or door on any Premises without the
      prior written consent of Landlord, which consent shall not be unreasonably
      withheld.  In any event with the prior written consent of
      Landlord, all such items shall be installed inboard of Landlord's standard
      window covering and shall in no way be visible from the exterior of the
      Building.  No articles shall be placed or kept on the window
      sills so as to be visible from the exterior of the Building.  No
      articles shall be placed against glass partitions or doors which might
      appear unsightly from outside Tenant's
Premises.

            


    

    


    
      	
              5.

            	
              Landlord
      reserves the right to exclude from the Building between the hours of
      6 pm and 8 am on Monday through Friday and at all hours on
      Saturdays, Sundays, and holidays all persons who are not Tenants or their
      accompanied guests in the Building.  Each Tenant shall be
      responsible for all persons for whom it allows to enter the Building and
      shall be liable to Landlord for all acts of such
  persons.

            


    

    


    Landlord
shall in no case be liable for damages for error with regard to the admission to
or exclusion from the Building of any person.

    


    During
the continuance of any invasion, mob, riot, public excitement or other
circumstances rendering such action advisable in Landlord's opinion, Landlord
reserves the right to prevent access to the Building by closing and/or locking
the doors, or otherwise, for the safety of Tenants and protection of the
Building and property in the Building.

    


    
      	
              6.

            	
              No
      Tenant shall employ any person or persons for the purpose of cleaning
      Premises unless otherwise agreed to by Landlord in
      writing.  Except with the written consent of Landlord, in
      Landlord’s sole discretion, no person or persons other than those approved
      by Landlord shall be permitted to enter the Building for the purpose of
      cleaning same.  No Tenant shall cause any unnecessary labor by
      reason of such Tenant's carelessness or indifference in the preservation
      of good order and cleanliness of the Premises.  Landlord shall
      in no way be responsible to any tenant for any loss of property on the
      Premises, however occurring, or for any damage done to the effects of any
      Tenant by the janitor or any other employee or any other
      person.

            


    

    


    
      	
              7.

            	
              No
      Tenant shall obtain or maintain for use upon its Premises or the Building
      coin-operated or other vending machines or accept barbering or
      bootblacking or carwashing services in its Premises or in the Building, or
      on the Property, except from persons authorized by
    Landlord.

            


    

    


    
      	
              8.

            	
              Each
      Tenant shall see that all doors of its Premises are closed and securely
      locked and must observe strict care and caution that all water faucets,
      water apparatus, coffee makers and any other electrical appliances or
      equipment are entirely shut off before the Tenant or its employees leave
      such Premises, and that all utilities shall likewise be carefully shut off
      so as to prevent waste or damage, and for any default or carelessness the
      Tenant shall make good all injuries sustained by other Tenants or
      occupants of the Building of Landlord.  On multiple tenancy
      floors, all Tenants shall keep the door or doors to the Building corridors
      closed at all times except for ingress and
  egress.

            


    

    


    
      	
              9.

            	
              As
      more specifically provided in the Tenant's Lease of the Premises, Tenant
      shall not waste electricity, water or air-conditioning and agrees to
      cooperate fully with Landlord to assure the most effective operation of
      the Building's heating and air-conditioning, and shall refrain from
      attempting to adjust any controls.

            


    

    


    
      	
              10.

            	
              No
      Tenant shall alter any lock or access device or install a new or
      additional lock or access device or any bolt on any door of its Premises
      without the prior written consent of Landlord, which consent shall not be
      unreasonably withheld.

            


    

    


    
      	
              11.

            	
              No
      Tenant shall make or have made additional copies of any keys or access
      devices provided by Landlord.  Each Tenant, upon the termination
      of the Tenancy, shall deliver to Landlord all the keys or access devices
      for the Building, offices, rooms and toilet rooms which shall have been
      furnished Tenant or which Tenant shall have had made.  In the
      event of the loss of any keys or access devices so furnished by Landlord,
      Tenant shall pay Landlord therefor.

            


    

    


    
      	
              12.

            	
              The
      toilet rooms, toilets, urinals, wash bowls and other apparatus shall not
      be used for any purpose other than that for which they were constructed
      and no foreign substance of any kind whatsoever, including, but not
      limited to, coffee grounds shall be thrown therein, and the expense of any
      breakage, stoppage or damage resulting from the violation of this rule
      shall be borne by the Tenant, who, or whose employees or invitees, shall
      have caused it.

            


    

    


    
      	
              13.

            	
              No
      Tenant shall use or keep in its Premises or the Building any kerosene,
      gasoline or flammable or combustible fluid or material other than limited
      quantities necessary for the operation or maintenance of office
      equipment.  No tenant shall use any method of heating or
      air-conditioning other than that supplied by Landlord.  In the
      event flammable or combustible fluids or materials are permitted by
      Landlord in the Premises, these materials must be maintained and secured
      so as to comply with all laws, rules and regulations governing such
      materials, including but not limited to, all fire
  codes.

            


    

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    
      	
              14.

            	
              No
      Tenant shall use, keep or permit to be used or kept in its Premises any
      foul or noxious gas or substance or permit or suffer such Premises to be
      occupied or used in a manner offensive or objectionable to Landlord or
      other occupants of the Building by reason of noise, odors and/or
      vibrations or interfere in any way with other Tenants or those having
      business therein, nor shall any animals or birds be brought or kept in or
      about any Premises of the Building.

            


    

    


    
      	
              15.

            	
              Except
      for the use by Tenant of a microwave oven, no cooking shall be done or
      permitted by any Tenant on its Premises without the consent of Landlord ,
      which consent shall not be unreasonably withheld (except that use by the
      Tenant of Underwriters' Laboratory approved microwaves and/or equipment
      for the preparation of coffee, tea, hot chocolate and similar beverages
      for Tenants and their employees shall be permitted, provided that such
      equipment and use is in accordance with applicable federal, state and city
      laws, codes, ordinances, rules and regulations) nor shall Premises be used
      for lodging.

            


    

    


    
      	
              16.

            	
              Except
      with the prior written consent of Landlord, in Landlord’s sole
      discretion,  no Tenant shall sell, permit the sale, at retail,
      of newspapers, magazines, periodicals, theater tickets or any other goods
      or merchandise in or on any Premises, nor shall Tenant carry on, or permit
      or allow any employee or other person to carry on, the business of
      stenography, typewriting or any similar business in or from any Premises
      for the service or accommodation of occupants of any other portion of the
      Building, nor shall the Premises of any Tenant be used for the storage of
      merchandise or for manufacturing of any kind, or the business of a public
      barber shop, beauty parlor, nor shall the Premises of any Tenant be used
      for any improper, immoral or objectionable purpose, or any business
      activity other than that specifically provided for in such Tenant's
      lease.

            


    

    


    
      	
              17.

            	
              If
      Tenant requires telegraphic, telephonic, burglar alarm or similar
      services, it shall first obtain, and comply with, Landlord's instructions
      in their installation.

            


    

    


    
      	
              18.

            	
              Landlord
      will direct electricians as to where and how telephone, telegraph and
      electrical wires are to be introduced or installed.  No boring
      or cutting for wires will be allowed without the prior written consent of
      Landlord, in Landlord’s sole discretion,   The location of
      burglar alarms, telephones, call boxes or other office equipment affixed
      to all Premises shall be subject to the written approval of Landlord,
      which approval shall not be unreasonably
  withheld.

            


    

    


    
      	
              19.

            	
              No
      Tenant shall install any radio or television antenna, loudspeaker or any
      other device on the exterior walls or the roof of the
      Building.  Tenant shall not interfere with radio or television
      broadcasting or reception from or in the Building or
      elsewhere.

            


    

    


    
      	
              20.

            	
              No
      Tenant shall lay linoleum, tile, carpet or any other floor covering so
      that the same shall be affixed to the floor of its Premises in any manner
      except as approved in writing by Landlord.  The expense of
      repairing any damage resulting from a violation of this rule or the
      removal of any floor covering shall be borne by the Tenant by whom, or by
      whose contractors, employees or invitees, the damage shall have been
      caused.

            


    

    


    
      	
              21.

            	
              Tenant
      is hereby advised that the use of any freight elevator must be arranged
      with the manager of the Building during acceptable hours (to be determined
      by such manager in its reasonable discretion), which shall be at no
      additional cost to Tenant and may include the use of such elevators during
      off business hours for the moving of furniture, freight, equipment,
      materials, supplies, packages, merchandise or other property to be
      received in the Building or carried up or down the
      elevators.  However, if Tenant requests that Landlord provide a
      security guard for use of any freight elevator as afore described, then
      Tenant shall pay to Landlord the expense of such
      security.   Landlord shall have the right to prescribe the
      weight, size and position of all safes, furniture, files, bookcases or
      other heavy equipment brought into the Building.  Safes or other
      heavy objects shall, if considered necessary by Landlord, stand on wood
      strips of such thickness as determined by Landlord to be necessary to
      properly distribute the weight thereof.  Landlord will not be
      responsible for loss of or damage to any such safe, equipment or property
      from any cause, and all damage done to the Building by moving or
      maintaining any such safe, equipment or other property shall be repaired
      at the expense of Tenant.

            


    

    


    Business
machines and mechanical equipment belonging to Tenant which cause noise or
vibration that may be transmitted to the structure of the Building or to any
space therein to such a degree as to be objectionable to Landlord or to any
tenants in the Building shall be placed and maintained by Tenant, at Tenant's
expense, on vibration eliminators or other devices sufficient to eliminate noise
or vibration.  The persons employed to move such equipment in or out
of the Building must be acceptable to Landlord.

    


    
      	
              22.

            	
              No
      Tenant shall place a load upon any floor of the Premises which exceeds the
      load per square foot which such floor was designed to carry and which is
      allowed by law.  No Tenant shall mark, or drive nails, screws or
      drill into, the partitions, woodwork or plaster or in any way deface such
      Premises or any part thereof.

            


    

    


    
      	
              23.

            	
              There
      shall not be used in any space, or in the public areas of the Building,
      either by Tenant or others, any hand trucks except those equipped with
      rubber tires and side guards or such other material-handling equipment as
      Landlord may approve.  No other vehicles of any kind shall be
      brought by any Tenant into or kept in or about the
    Premises.

            


    

    


    
      	
              24.

            	
              Each
      Tenant shall store all its trash and garbage within the interior of its
      Premises.  No materials shall be placed in the trash boxes or
      receptacles if such material is of such nature that it may not be disposed
      of in the ordinary and customary manner of removing and disposing of trash
      and garbage in this area without violation of any law or ordinance
      governing such disposal.  All trash, garbage and refuse disposal
      shall be made only through entryways and elevators provided for such
      purposes and at such times as Landlord may
  designate.

            


    

    


    
      	
              25.

            	
              Canvassing,
      soliciting, distributing of handbills or any other written material, and
      peddling in the Building are prohibited and each Tenant shall cooperate to
      prevent the same.  No Tenant shall make room-to-room
      solicitation of business from other tenants in the
    Building.

            


    

    


    
      	
              26.

            	
              Landlord
      reserves the right to exclude or expel from the Building any person who,
      in Landlord's judgment, is intoxicated or under the influence of alcohol
      or drugs or who is in violation of any of the rules and regulations of the
      Building.

            


    

    


    
      	
              27.

            	
              Without
      the prior written consent of Landlord, which consent shall not be
      unreasonably withheld Tenant shall not use the name of the Building in
      connection with or in promoting or advertising the business of Tenant
      except as Tenant's address.

            


    

    


    
      	
              28.

            	
              Tenant
      shall comply with all energy conservation, safety, fire protection and
      evacuation procedures and regulations established by Landlord or any
      governmental agency.

            


    

    


    
      	
              29.

            	
              Tenant
      assumes any and all responsibility for protecting its Premises from theft,
      robbery and pilferage, which includes keeping doors locked and other means
      of entry to the Premises closed.

            


    

    


    
      	
              30.

            	
              The
      requirements of Tenants will be attended to only upon application at the
      office of the Building by an authorized individual.  Employees
      of Landlord shall not perform any work or do anything outside of their
      regular duties unless given special instructions from Landlord, and no
      employees will admit any person (Tenant or otherwise) to any office
      without specific instructions from
Landlord.

            


    

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    
      	
              31.

            	
              Landlord
      may waive any one or more of these Rules and Regulations for the benefit
      of any particular Tenant or Tenants, but no such waiver by Landlord shall
      be construed as a waiver of such Rules and Regulations in favor of any
      other Tenant or Tenants, nor prevent Landlord from thereafter enforcing
      any such Rules and Regulations against any or all Tenants of the
      Building.

            


    

    


    
      	
              32.

            	
              Landlord
      reserves the right to make such other and reasonable rules and regulations
      as in its judgment may from time to time be needed for safety and
      security, for care and cleanliness of the Building and for the
      preservation of good order therein.  After receipt of said rules
      by Tenant, Tenant agrees to abide by all such Rules and Regulations
      hereinabove stated and any additional rules and regulations which are
      adopted.

            


    

    


    
      	
              33.

            	
              All
      wallpaper or vinyl fabric materials which Tenant may install on painted
      walls shall be applied with a strippable adhesive.  The use of
      nonstrippable adhesives will cause damage to the walls when materials are
      removed, and repairs made necessary thereby shall be made by Landlord at
      Tenant's expense.

            


    

     

    
      	
              34.

            	
              All
      work proposed by Tenant in the Premises must be pre-approved by Landlord,
      which approval shall not be unreasonably delayed.  Tenant will
      refer all contractors, contractors’ representatives and installation
      technicians, rendering any service to Tenant, to Landlord for Landlord's
      supervision, approval, and control before performance of any contractual
      service.  This provision shall apply to all work performed in
      the Premises and other portions of the Building, including installations
      of telephones, telegraph equipment, electrical devices and attachments and
      installations of any nature affecting floors, walls, woodwork, trim,
      windows, ceilings, equipment or any other physical portion of the
      Building.

            


    

    


    
      	
              35.

            	
              Tenant
      shall give prompt notice to Landlord of any accidents to or defects in
      plumbing, electrical fixtures, or heating apparatus so that such accidents
      or defects may be attended to
properly.

            


    

    


    
      	
              36.

            	
              Tenant
      shall be responsible for the observance of all of the foregoing Rules and
      Regulations by Tenant's employees, agents, clients, customers, invitees
      and guests.

            


    

    


    
      	
              37.

            	
              These
      Rules and Regulations are in addition to, and shall not be construed to in
      any way modify, alter or amend, in whole or in part, the terms, covenants,
      agreements and conditions of any Lease of Premises in the
      Building.

            


    

    


    
      	
              38.  

            	
              All
      appliances, fixtures, equipment and other devices located in the Premises
      and to be connected to a water source, including, without limitation,
      dishwashers, ice making machines, coffee makers and refrigerators and
      freezers, shall be connected to such water source using only copper piping
      with either copper compression fittings, flanged fittings, or soldered
      connections.  No plastic tubing or other plastic lines, plastic
      connectors or plastic valves shall be used in the connection of any such
      items.

            


    

    


    
      	
              39.

            	
              Smoking
      shall be prohibited in all areas of the Building.  No Tenant
      shall allow smoking within the Premises.  Smoking shall be
      allowed only in those areas outside of the Building as are designated from
      time to time by Landlord as smoking
areas.

            


    


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    EXHIBIT
"B"

    


    WORK LETTER
AGREEMENT

    


    INTENTIONALLY
OMITTED

    


    
      
         

      

      
        19

        
          

        

      

      
         

      

    



    EXHIBIT
"C"

    


    TENANT LEASE ESTOPPEL
CERTIFICATE

    


    Landlord:                      300
Galleria Parkway Associates, L.P., a Texas limited partnership

    


    Tenant:                                The Ultimate Software Group,
Inc., a Delaware corporation

    


    Premises:                      300 Galleria Parkway, Suite
720

    


    Area:                      5,263 Sq.
Ft.                                           Lease
Date:                                           

    


    


    The undersigned Tenant under the
above-referenced lease (the “Lease”) hereby ratifies the Lease and certifies to
___________________________ (“Landlord”) as owner of the real property of which
the premises demised under the Lease (the “Premises”) is a part, as
follows:

    


    1.           That
the term of the Lease commenced on _____________, 200_ and the Tenant is in full
and complete possession of the Premises demised under the Lease and has
commenced full occupancy and use of the Premises, such possession having been
delivered by Landlord and having been accepted by the Tenant.

    


    2.           That
the Lease calls for monthly rent installments of $____________ to date and that
the Tenant is paying monthly installments of rent of $_____________ which
commenced to accrue on the _______ day of ____________, 200_.

    


    3.           That
no advance rental or other payment has been made in connection with the Lease,
except rental for the current month.  There is no “free rent” or other
concession under the remaining term of the Lease, and the rent has been paid to
and including _____________, 200_.

    


    4.           That
a security deposit in the amount of $_____________ is being held by Landlord,
which amount is not subject to any set off or reduction or to any increase for
interest or other credit due to Tenant.

    


    5.           That
all obligations and conditions under said Lease to be performed to date by
Landlord or Tenant have been satisfied, free of defenses and set-offs including
all construction work in the Premises.

    


    6.           That
the Lease is a valid lease and in full force and effect and represents the
entire agreement between the parties; that there is no existing default on the
part of Landlord or the Tenant in any of the terms and conditions thereof and no
event has occurred which, with the passing of time or giving of notice or both,
would constitute an event of default; and that said Lease
has:  (Initial One)

    


    
      	
               
      

            	
              (

            	
              )

            	
              not
      been amended, modified, supplemented, extended, renewed or
      assigned.

            


    

    


    
      	
               
      

            	
              (

            	
              )

            	
              been
      amended, modified, supplemented, extended, renewed or assigned as follows
      by the following described
agreements:

            


    

    


    
      	
               
      

            	 


    

    
      	
               
      

            	 


    

    
      	
               
      

            	 


    

    
      	
               
      

            	 


    

    


    7.           That
the Lease provides for a primary term of _______ months; the term of the Lease
expires on the ____ day of ______________, 200_; and that:  (Initial
One)

    


    
      	
               
      

            	
              (

            	
              )

            	
              neither
      the Lease nor any of the documents listed in Paragraph 6 (if any), contain
      an option for any additional term or
terms.

            


    

    


    
      	
               
      

            	
              (

            	
              )

            	
              the
      Lease and/or the documents listed under Paragraph 6, above, contain an
      option for

            	
              additional
      term(s) of _______ year(s) and ______________ month(s) (each) at a rent to
      be determined as follows:

            


    

    


    


    8.           That
Landlord has not rebated, reduced or waived any amounts due from Tenant under
the Lease, either orally or in writing, nor has Landlord provided financing for,
made loans or advances to, or invested in the business of Tenant.

    


    9.           That,
to the best of Tenant’s knowledge, there is no apparent or likely contamination
of the real property or the Premises by hazardous materials, and Tenant does not
use, nor has Tenant disposed of, hazardous materials in violation of
environmental laws on the real property or the Premises.

    


    10.           That
there are no actions, voluntary or involuntary, pending against the Tenant under
the bankruptcy laws of the United States or any state thereof.

    


    11.           That
this certification is made knowing that Landlord is relying upon the
representations herein made.

    


    Tenant:

    


    The Ultimate Software Group,
Inc.,

    a Delaware corporation

    


    Dated:                                                      By:

    Type
Name:                                                                           

    Title:                                                                           

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    EXHIBIT
“D”

    


    FLOOR
PLAN OF PREMISES

    


    Added to
and made part of Lease Agreement between

    300
Galleria Parkway Associates, L.P., a Texas limited partnership
(“Landlord”)

    and The
Ultimate Software Group, Inc., a Delaware corporation (“Tenant”).

    


    Suite:
720

    Rentable
Square Feet: 5,263

    Useable
Square Feet: 4,537

    


    



     


    
                                                                                             [       ]

    

    


    
      
 


    
      
         

      

      
        21

        
          

        

      

      
         

      

    

    EXHIBIT
“E”

    


    SPECIAL
STIPULATIONS

    


    


    


    Added to
and made part of Lease Agreement between 300 Galleria Parkway Associates, L.P.,
a Texas limited partnership (“Landlord”), and The Ultimate Software Group, Inc.,
a Delaware corporation (“Tenant”).

    


    1.           Security
Deposit and First Month’s Rent. The Security Deposit in the amount of Ten
Thousand Three Hundred Six and 71/100 Dollars ($10,306.71) and the First Month’s
Rent in the amount of Ten Thousand Three Hundred Six and 71/100 Dollars
($10,306.71) are due and payable upon Lease execution by both Tenant and
Landlord.  Check(s) should be made payable to 300 Galleria Parkway
Associates.

    


    2.           Renewal
Options.  Provided that Tenant is not in default under this
Lease and as long as Tenant is still in occupancy of the Premises, Tenant shall
have two (2) options to renew this Lease for the entire Premises, in each case
for an additional one (1) year term, provided Tenant gives Landlord written
notice of Tenant’s intent to renew at least one hundred twenty 120) days’ prior
to the expiration of the then-current term.  The annual rental payable
under Paragraph 2(a) of this Lease for each such renewal term shall be an amount
equal to the product achieved by multiplying (x) the annual rental payable under
Paragraph 2(a) for the immediately preceding lease term by (y) One Hundred Three
percent (103%).

    


    3.           Expansion.  If
during the Term of this Lease, Tenant desires to expand the Premises within the
Building by at least two hundred percent (200%), so that Tenant’s new square
footage is equal to or greater than 10,526 rentable square feet, and provided
such expansion space is available in the Building, then Landlord and Tenant
shall negotiate in good faith for Tenant’s leasing of such expansion space as
required by Tenant.  Upon Tenant’s and Landlord’s execution of a lease
amendment for the expansion space, and Tenant’s vacating the Premises and
occupancy of the expansion space, Landlord shall, at no cost or penalty to
Tenant, take back the existing Premises and relieve Tenant of the rental
obligation for such space.

    


    



    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    .  EXHIBIT “F”

    


    


    INTENTIONALLY
OMITTED

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    EXHIBIT
"G"

    


    INSURANCE

    


    


    1.           COMMERCIAL
GENERAL LIABILITY POLICY (1986 or later edition)

    


    General Liability
Limits:

    


    $   2,000,000
General Aggregate

    $   2,000,000
Products and Completed Operations

    $   1,000,000
Personal and Advertising Injury

    $   1,000,000
Each Occurrence

    $        50,000
Fire Damage Limit (any one fire)

    $        5,000
Medical Expense Limit (any one person)

    


    
      	
               
      

            	
              Said
      policy shall have no deductible on Self Insured Retention without prior
      written approval.

            


    

    


    


    2.           UMBRELLA
/ EXCESS LIABILITY

    


    General
Limits:

    


    
      	
               
      

            	
              $

            	
              1,000,000
      Each Occurrence

            


    

    
      	
               
      

            	
              $

            	
              1,000,000
      General Aggregate

            


    

    


    


    3.           WORKERS
COMPENSATION

    


    
      	
               
      

            	
              The policy must comply
      with all statutory
requirements

            


    

    


    
      	
               
      

            	
              Employer’s
      Liability:

            


    

    


    
      	
               
      

            	
              $

            	
              100,000
      Bodily injury by accident

            


    

    
      	
               
      

            	
              $

            	
              500,000
      Policy limit by disease

            


    

    
      	
               
      

            	
              $

            	
              100,000
      Bodily injury by disease each
employee

            


    

    


    4.           TENANT
PROPERTY

    


    The policy must cover all direct
physical loss equal to 100% replacement cost of Tenant’s personal property, all
improvements and alterations, fixtures and equipment provided by Landlord and/or
Tenant (including but not limited to the improvements described in Exhibit “B”
of this Lease).

    


    All of
said policies shall: (i) name Landlord, Landlord’s agent, and Childress Klein
Properties, Inc., together with their respective affiliates, as additional
insured’s and insure Landlord's contingent liability under this Lease, (ii) be
issued by an insurance company licensed to do business in the State of Georgia
which is acceptable to Landlord and rated at least "A" by A.M. Best’s Rating
Guide, and (iii) provide that said insurance shall not be canceled unless thirty
(30) days prior written notice shall have been given to Landlord and Landlord’s
property manager.  Said policies or certificates thereof shall be
delivered to Landlord and Landlord’s property manager by Tenant upon
commencement of the term of the Lease and upon each renewal of said
insurance.

    



    
      
         


      

      
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