**Exhibit 10.5****PARK CENTRE OFFICE BUILDING****LEASE**          THIS AGREEMENT made the **1****st** day of **June**, 1998, between 2401Lake Park Drive Associates, L.P., a Georgia limited partnership whose address is 2401 Lake ParkDrive, Suite 355, Smyrna, Georgia 30080 (hereinafter referred to as “Lessor”), and WHIPPLEDEVELOPMENT CORPORATION, a South Carolina corporation, whose address is 2401 Lake Park Drive, Suite200, Smyrna, Georgia 30080 (herein referred to as “Lessee”).W I T N E S S E T H          For and in consideration of the payment of rent, and the keeping and performing of thecovenants and agreements hereinafter set forth to be kept and performed by Lessor and Lessee,Lessor hereby leases to Lessee and Lessee hereby leases from Lessor certain premises (the“Premises”) located in an office building (the “Building”), which is known as “Park Centre”,situation in the County of Cobb, which Premises and Building are more particularly describedhereinbelow, for the Term, at the rental, and subject to and upon all of the terms and conditionshereinafter set forth.          1. **FUNDAMENTAL LEASE PROVISIONS AND EXHIBITS.**          **1.1 Fundamental Lease Provisions.**          **A. Name of Building: Park Centre.**          **B. Address of Premises: 2401 Lake Park Drive, Suite 200, Smyrna, Georgia 30080.**          **C. Net Rentable Area and Location of Premises**. The Net Rentable Area of the Premises is 2,430square feet, located on second (2nd) floor of the Building, and being also known asSuite 200.          The term “Net Rentable Area”, as used herein, shall refer to (i) in the case of a singletenancy floor, all floor area measured from the inside surface of the outer glass wall of theBuilding to the inside surface of the opposite exterior glass wall, excluding only the areas(“Service Areas”) within the exterior glass walls used for Building stairs, elevator shafts, flues,vents, stacks, pipe shafts and vertical ducts, but including any Service Areas which are for thespecific use of the particular tenant such as special stairs or elevators, and (ii) in the case ofa partial floor, all floor areas within the inside surface of the outer glass wall enclosing theportion of the Premises on such floor and measured to the mid-point of the walls separating areasleased by or held for lease to other tenants or from areas devoted to corridors, elevator foyers,rest rooms, mechanical rooms, janitor closets, vending areas and other similar facilities for theuse of all tenants on a particular floor (herein sometimes called “Common Areas”), but including aproportionate part of the Common Areas located on such floor based upon the ratio which theLessee’s Net Rentable Area on such floor (determined by excluding such Common Areas) bears to theaggregate Net Rentable Area on such floor (determined by excluding such Common Areas). Nodeductions from Net Rentable Area are made for columns or projections necessary to the Building.The Net Rentable Area in the Premises
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as set forth above have been calculated on the basis of the foregoing definition from dimensionsshown on the plans for the building and shall be binding, whether the actual area should be more orless as a result of minor variations resulting from actual construction and completion of thePremises for occupancy so long as such work is done in accordance with the terms and provisionshereof.          **D. Lease Term:**Commencement Date – September 1, 1998, or such earlier date as providedherein.          Expiration Date – April 30, 2003.          **E. Base Annual Rental:**$38,272.50 (the “Base Annual Rental”).          **F. Base Monthly Rental:**$3,189.38 (the “Base Monthly Rental”).          **1.2**Exhibits. **The Exhibits listed in this Section 1.2 and attached to this Lease are herebyincorporated in this Lease by reference, and are to be construed as part of this Lease. Lessor andLessee each agree to perform all of their respective obligations stated therein.**          **Exhibit “A” – Building Floor Plan.**          **Exhibit “B” – Location of Lessee’s Premises Within Building.**          **Exhibit “C” – Rental Adjustments.**          **Exhibit “D” – Acceptable Agreement.**          **Exhibit “E” – Work Letter.**          **Exhibit “F” – Option.**          **2. PREMISES AND TERM**. Lessor does hereby rent and lease to the Lessee the Premises locatedwithin the Building as shown on the Location of Lessee’s Premises Within Building attached heretoas Exhibit “B”, as depicted on the Floor Plan attached hereto as Exhibit “A”, for a Term commencingon the 1st day of September 1, 1998 and ending on the 30th day of April, 2003(the “Term”). *No easement for light or air is included in the Premises, and Lessee is not givenany rights as to the number, size or location of windows in the Premises. Lessor agrees to warrantand defend Lessee in the quite enjoyment of the Premises during the Term of this Lease so long asLessee complies with the provisions hereof.          **3. RENTAL TIME IS OF THE ESSENCE OF THIS SECTION 3.**          **3.1 Rental.** * In the event the Premises is ready for occupancy prior to September 1, 1998, Lessee may occupy thePremises and rent for the month of August, 1998 will be prorated based upon the date Lessee acceptsthe Premises by executing the Acceptance Agreement.
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          **A. Base Annual Rental and Base Monthly Rental**. Lessee shall pay to Lessor at the Buildingmanagement office or such other location designated by Lessor from time to time, promptly on orbefore the first day of each month in advance, without demand, setoff or abatement, during theentire Term of this Lease, the Base Monthly Rental, which for a lease year is equivalent to theBase Annual Rental; which Base Monthly Rental and Base Annual Rental include Lessee’s share of“Common Area” rental as determined by a thirteen and eight tenths percent (13.8%) common areafactor; (the Base Monthly Rental, and all other sums due and payable hereunder, including, but notlimited to, Rental Adjustment under Paragraph 3.2 below, are hereinafter referred to as “MonthlyRental”); provided, however, that the Base Monthly Rental and resulting Base Annual Rental shall beadjusted in accordance with the provisions of Paragraph 3.2 below.          If this Lease is executed before the Premises herein become ready for occupancy and Lessorcannot acquire and/or deliver possession of the Premises by the time the Term of this Lease isfixed herein to begin, then (i) Lessee shall waive any claim for damages due to such delay, (ii)Lessor shall waive the payment of any Monthly Rental until Lessor delivers possession to Lessee,and (iii) Lessor and Lessee shall enter into an agreementextending the beginning of the Lease Termuntil the date Lessor delivers possession and extending the end of the Lease Term by a like periodof time, to be prepared by Lessor.          **B. Late Charge.**Lessee agrees that Lessor shall require and Lessee shall pay a late ordelinquent charge of ten percent (10%) of the total Monthly Rental due if and when the full amountof the Monthly Rental, as adjusted, has not been received by the tenth (10th)day of themonth at the Building management office of Lessor, or at such other place as Lessor has designatedin writing; provided, however, Lessor shall have no obligation to accept any payment of MonthlyRental after the first day of any month during the Term hereof.          **3.2 Rental Adjustments.**Lessee shall pay to Lessor, as additional Monthly Rental, the rentaladjustments more particularly described in Exhibit “C” attached hereto. Lessee’s obligation to paythe Monthly Rental and Late Charge, if applicable, to Lessor, and Lessee’s obligation to pay therental adjustments referred to in this Paragraph 3.2 and Exhibit “C” attached hereto, shall survivethe expiration or early termination of this Lease.          **4. SECURITY DEPOSIT.**[This section intentionally deleted by the parties.]
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          **5. SERVICES.**As long as Lessee is not in default under any of the provisions of this Lease,Lessor agrees to furnish to or provide for the Premises the services described below, withoutcharge except as provided for herein.          **5.1 Services.**From 8:00 a.m. to 6:00 p.m. on weekdays and 8:00 a.m. to 1:00 p.m. on Saturday(“Building Standard Hours”) (excluding legal holidays), Lessor shall furnish the Premises withelectricity for lighting and operation of low power usage office machines, water, heat and airconditioning and elevator service. During all other hours, Lessor shall furnish such serviceexcept for heat and air conditioning. Lessor shall also provide fluorescent light replacementservice for Lessor furnished light fixtures, toilet room supplies, window washing at reasonableintervals, and customary building janitorial service. No janitorial service shall be providedSaturdays, Sundays, or legal holidays. Lessee agrees to notify Lessor prior to its use ofelectrical business or other office machines which are not low power usage machines, and to pay toLessor the amount of additional charge as determined by Lessor therefor.          **5.2 Interruption or Discontinuance of Service.**Lessor shall not be liable for any loss,injury or damage to property or person, including, without limitation, consequential, derivative,incidental or special damages, caused by or resulting from any variation, interruption, or failureof such services due to any cause whatsoever or from failure to make any repairs or perform anymaintenance. No temporary interruption or failure of such services
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incident to making of repairs, alterations, or improvements, or due to accident, strike, orconditions or events beyond Lessor’s reasonable control shall be deemed an actual or constructiveeviction of Lessee or relieve Lessee from any of Lessee’s obligations hereunder, including, withoutlimitation, the prompt and punctual payment of Monthly Rental.          **6. USE OF PREMISES.**Lessee covenants and agrees to use and occupy the Premises as generalbusiness offices and for no other purposes. Further, Lessee agrees as follows: to use thePremises in a careful, safe and proper manner, ordinary wear and tear excepted; to pay to Lessor ondemand for any damage to the Premises caused by misuse or abuse of such Premises by Lessee, itsagents or employees, or any other person entering upon the Premises under express or impliedinvitation of Lessee; not to place or permit to be placed in the Premises any excessively heavyobjects, including, without limitation, safes or computers, without the prior written consent ofLessor as to the weight per square foot and position of such heavy articles; and, not to use orpermit the Premises to be used by any purposes prohibited by the laws, codes, rules and regulationsof the United States, the State of Georgia, or any applicable political subdivision thereof.Lessee shall not commit waste, or suffer or permit waste to be committed, or permit any nuisance onor in the Premises.          **7. CONDITION OF PREMISES – ACCEPTANCE BY LESSEE.**Lessee accepts the Premises, including theBuilding, improvements and personalty thereto, “AS IS”, in their present condition on the date ofthe commencement of the term of this Lease, and as suited for the use intended by Lessee, exceptfor items of “tenant finish” and such other items as are set forth in a Work Letter which shall beattached hereto as Exhibit “E”. Lessor and Lessee acknowledge that the Work Letter will beprepared and attached subsequent to the date of execution hereof, but on or before the commencementdate of the term hereof. Lessor, or Lessor’s agents, have made no representation or warranty as tothe condition of said Premises or as to the use or occupancy which may be made thereof.          **8. MAINTENANCE, REPAIRS AND ALTERATIONS.**Lessor may enter the Premises at reasonable hours:to maintain and clean the Premises; to exhibit same to prospective purchasers or tenants; toinspect the Premises to see that Lessee is complying with all its obligations hereunder; and tomake repairs required by Lessor under the terms hereof or repairs to any adjoining space.          **8.1 REPAIRS BY LESSEE.**Lessee shall be liable for and shall hold Lessor harmless in respectof damage or injury to the Premises, or the person or property of the Lessee, or the person orproperty of Lessor’s other tenants, or anyone else, if arising out of the negligence or wilfulmisconduct of Lessee, its agents, servants, employees, licensees or invitees. Lessee shall reportin writing to Lessor any defective condition known to him which Lessor is required to repair andfailure to so report shall make Lessee responsible for damages resulting from such defectivecondition. Such report shall be made within three (3) weekdays. All personal
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property kept upon the Premises shall be at the risk of Lessee only, and Lessor shall not be liablefor any damages thereto or theft thereof. Lessee shall keep the Premises in a sound, safe, and fitcondition. Lessee will make no alteration in, or addition to, the Premises without obtainingLessor’s prior written consent. All additions, fixtures and improvements, whether temporary orpermanent in character (except only the movable office furniture of Lessee, made in or upon thePremises, either by Lessee or Lessor, shall be Lessor’s property, and shall remain upon thePremises at the termination of said Term by lapse of time or otherwise, without compensation toLessee. If requested by Lessor, Lessee shall, at or before the expiration of the Term, or anyextension or renewal thereof, remove any additional fixtures or improvements made by or for it, andrestore the Premises to its original condition.          **8.2 REPAIRS BY LESSOR.**In the event Lessor, during the Term of this Lease, shall be requiredby the order or decree of any court or any other governmental authority, to repair, alter, remove,reconstruct or improve any part of the Premises, then such repairing, alterations, removal,reconstruction or improvements may be made by and at the expense of Lessor, and shall not in anyway affect the obligations or covenants of Lessee herein contained, and Lessee hereby waives allclaims for damages or abatement or setoff of rent because of such repairing, alteration, removal,reconstruction or improvement; provided, however, Lessee shall pay for the cost of such repairs ifsame are required because of any special use of the Premises by Lessee. Lessor shall not beresponsible for any latent defect or changes in condition in the Building, improvements andpersonalty, and the Monthly Rental hereunder shall in no case be withheld or diminished by anyabatement or setoff of rent, or otherwise, on account of any defecttherein, nor any change of condition thereof, nor for any damage occurring thereto. Lessor shallnot be required to make any repairs or improvements to the Premises, except structural repairsnecessary for safety and tenantability.          **9. MECHANICS’ LIENS.**Lessee shall keep the Premises free and clear of all mechanics’ liensand other liens on account of work done, materials ordered or obligations incurred by or on behalfof Lessee or persons claiming under it. Lessee hereby agrees to indemnify, defend and save Lessorharmless of and from all liability, loss, damage, costs or expenses, including reasonableattorneys’ fees, incurred on account of any claims of any nature whatsoever, including any suchclaims on liens. Should any such liens be filed or recorded against the Premises or any actionaffecting the title thereto be commenced, Lessee shall cause such liens to be removed of record orbonded within five (5) days after notice from Lessor. If Lessee shall be in default in removing orbinding any such lien, Lessor may (but without being required to do so) pay such lien or claim.The entire amount so paid, together with Lessor’s costs and expenses, including reasonableattorneys’ fees incurred in connection therewith, shall be immediately due from Lessee to Lessor asadditional rent hereunder.
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          **10. INSURANCE.**Lessee agrees that it shall, at all times during the Term hereof, carry andmaintain, for the mutual benefit of Lessor and Lessee, what is commonly known as fire and extendedcoverage insurance naming Lessor as an additional insured, and containing a waiver of rights ofsubrogation against Lessor, insuring Lessee’s improvements in the Premises and its interest inoffice furniture, equipment, supplies and all other personal property, and Lessee hereby waives anyright of action against Lessor for loss or damage to its improvements, fixtures and personalproperty in the Premises. Insurance required hereunder shall be in companies rated A:XIII orhigher in “Best’s Key Rating Guide”, shall be non-cancellable without thirty (30) days notice toLessor, shall be in amounts approved by Lessor, and shall not be subject to reduction of coverage.Lessee shall deliver to Lessor certificates of such insurance. The limit of such insurance shallin no way limit the liability of Lessee.          If Lessee should engage in any use upon the Premises that causes the premium charged Lessorfor its fire and extended coverage insurance or any other insurance to increase above the premiumamount that is considered a normal or average premium amount in the Atlanta metropolitan area for apremium of this type, then Lessee agrees, upon demand, to pay the cost of any such increase.          **11. SUBLETTING, ASSIGNMENT AND TRANSFER OF OWNERSHIP.**          **11.1 Subletting and Assignment.**Lessee shall not, without the prior written consent ofLessor, which consent may be given or withheld in Lessor’s sole discretion, assign this Lease orany interest thereunder, or sublet the Premises or any part thereof, or permit the use of thePremises by any party other than Lessee, or otherwise mortgage, hypothecate or encumber itsinterest under this Lease or in the Premises. Consent by Lessor to any one assignment orsubletting shall not be construed to relieve Lessee from obtaining the prior written consent ofLessor to any further assignment or subletting nor shall it waive Lessor’s right to refuse toconsent to any other such request. Such assignment or subletting, or the consent of Lessorthereto, shall not relieve Lessee of its primary obligations to Lessor hereunder. It is agreedthat if Lessee requests Lessor’s consent to an assignment or subletting of all or any portion ofthe Premises, it shall submit to Lessor in writing the name of the proposed assignee or sublessee,the terms and conditions of the assignment or subletting, and the nature, character and referencesof the business of the proposed assignee or sublessee, along with such other information regardingthe proposed assignee or sublessee as Lessor shall request.          In addition to the Monthly Rental otherwise due and payable hereunder, it is hereby agreedthat during the Term hereof and any approved sublease hereof, Lessee shall pay to Lessor asadditional Monthly Rental, one hundred percent (100%) of the amount by which the rental received byLessee from its subtenant exceeds the Monthly Rental hereunder.
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          **11.2 Transfer of Ownership.**If Lessee is a corporation or partnership, and if at any timeduring the Term of this Lease the person or persons who, on the commencement Date of the Term, ownor owns a majority of such corporation’s voting shares or the general partner’s interest in suchpartnership, as the case may be, cease or ceases to own a majority of such shares (whether suchsale occurs at one time or at intervals so that, in the aggregate, such a transfer shall haveoccurred), or general partner’s interest, as the case may be (except as the result of transfer byinheritance), then an “assignment” shall be deemed to have occurred for purposes of this Paragraph11. Lessee shall notify Lessor in writing not less than thirty (30) days prior to such“assignment”, and the rest of the above provisions regarding Lessor’s rights, and consent to such“assignment”, shall apply to such “assignment”. For the purposes of this Paragraph 11, stockownership shall be determined in accordance with the principles set forth in Section 544 of theInternal Revenue Code of 1954, as amended, and the term “voting stock” shall mean shares of stockregularly entitled to vote for the election of directors of the corporation.          **12. DESTRUCTION OR DAMAGE.**In case the Premises are so injured or damaged by fire or othercauses as to be untenantable, Lessor shall have right, at its sole option, to either terminate thisLease or within one hundred twenty (120) days, repair and restore the Premises to tenantablecondition, and the Monthly Rental shall abate pro rata for the portion of the Premises rendereduntenantable during the period the Premises or such portion thereof are untenantable. In no eventshall the Monthly Rental abate if the damage or destruction, whether total or partial, is theresult of the negligence or willful misconduct of Lessee, its agents, officers, employees orinvitees. Should the Premises not be restored within one hundred twenty (120) days from the dateof the fire or other cause rendering them untenantable, or should they be so damaged that Lessornotifies Lessee that they are not restorable within one hundred twenty (120) days, then eitherparty hereto may terminate this Lease by giving the other party written notice of its intentions todo so. If the Building shall be destroyed or damaged by an uninsured caualty to the extent thatmore than 20% thereof is rendered untenantable, Lessee may, at its option, terminate this Lease bynotice to Lessor within 60 days after such destruction or damage. Such notice shall be effective30 days after receipt thereof by Lessor. Lessor’s obligation to repair or restore the Premises issubject to the rights of the holder of any mortgage, deed to secure debt, deed of trust, or othersecurity instrument encumbering the Building or any portion thereof.          **13. CONDEMNATION.**          **13.1 Taking of Substantially All of the Premises.**If during the Lease Term or any extensionthereof all or substantially all of the Premises shall be taken as a result of the exercise of thepower of eminent domain, or sold by Lessor under the threat of the exercise of said power, thisLease shall terminate as of the date of vesting of title of the Premises pursuant to such
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proceeding. A taking of “substantially all of the Premises” shall be deemed to have occurred if ataking under any such proceeding shall not involve (i) such an area of the Premises such thatLessee cannot, in the remainder of the Premises, reasonably operate the business which wasconducted by Lessee on the Premises immediately prior to such taking, or (ii) such portions of theBuilding as may be required for the reasonable use of the Premises.          **13.2 Taking of Less Than Substantially All of the Premises.**If during the Lease Term or anyextension thereof, less than substantially all the Premises shall be taken in any such proceeding,this Lease shall not terminate. Subsequent to such taking, the Monthly Rent due and payable byLessee shall be reduced in such just proportion as the nature, value and extent of the part sotaken bears to the whole of the Premises, and Lessor shall, as necessary, proceed to repair,restore and place in proper condition for use and occupancy the part of the improvements on thepremises not so taken. Lessor’s obligation to repair or restore the Premises is subject to therights of the holder of any prior mortgage, deed to secure debt, deed of trust, or other securityinstrument encumbering the Building or any portion thereof.          **13.3 Distribution of Condemnation Awards.**Any award granted for either partial or totaltaking shall be the sole property of Lessor, and Lessee shall have no claim therein, except asfollows: Lessee shall be entitled to claim and recover from the condemning authority compensationfor any loss to Lessee by reason of its trade fixtures and personal property and such damages, ifany, as may be payable by the condemning authority for relocation expense or other damage toLessee’s business, provided that such compensation and damages may be claimed only if they areawarded separately and not out of or as a part of the damages recoverable by Lessor.          **14. DEFAULT; REMEDIES.**In the event, (a) all or any portion of the adjusted Monthly Rentalis not paid at the time and place when and where due; (b) the Premises shall be deserted or vacatedby Lessee; (c) Lessee shall fail to comply with any term, provision, condition, or covenant of thisLease, other than the payment of rent, or any of the Rules and Regulations now or hereafterestablished for the Building, and shall not cure such failure within ten days after notice toLessee of such failure to comply; (d) a receiver is appointed for a substantial part of the assetsof Lessee; (e) the leasehold interest of Lessee herein is levied on under execution — in any suchevents, Lessor shall have the option to do any of the following in addition to and not inlimitation of any other remedy permitted by law or by this Lease:               (1) Terminate this Lease, in which event Lessee shall immediately surrender the Premises toLessor. If Lessee shall fail to surrender the Premises, Lessor may, without further notice andwithout prejudice to any other remedy Lessor may have for possession or arrearages in rent ordamages for breach of contract, enter upon the Premises and take possession thereof. In the eventof such termination,
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     Lessor may, at its option, declare the entire amount of the Monthly Rental which would becomedue and payable during the remainder of the Lease Term had this Lease not been terminated to be dueand payable immediately, in which event, Lessee agrees to pay the same at once, together with allrents theretofore due, at the office of Lessor; provided, however,that such payments shall notconstitute a penalty or forfeiture or liquidated damages, but shall merely constitute payment inadvance of the Monthly Rental for the remainder of the said Term. Upon making such payment, Lesseeshall receive from Lessor all rents as and when actually received by Lessor from other tenants forthe Premises during the period which would have constituted the Lease Term if the Lease had notbeen terminated; provided, however, that the monies to which Lessee shall so become entitled shallin no event exceed the entire amount payable, and actually paid, by Lessee to Lessor under thepreceding sentence of this subparagraph, less Lessor’s actual costs and expenses, includingreasonable attorney’s fees and court costs incurred as a result of such termination.               (2) Enter the Premises as the agent of Lessee, by force if necessary, without being liable toprosecution or any claim for damages therefor, and relet the Premises and receive the renttherefor, and Lessee shall pay the Lessor any deficiency that may arise by reason of such relettingon demand at any time and from time to time at the office of Lessor.          Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the otherremedies herein provided or any other remedies provided by law or equity under the laws of theState of Georgia.          **15. GENERAL PROVISIONS.**          **15.1 Attorneys’ Fees and Homestead.**Lessee agrees to pay all attorneys’ fees and expensesLessor incurs in enforcing any of the obligations of Lessee under this Lease or in any litigationor negotiations in which Lessor shall, without default, become involved through or on account ofthis Lease. Lessee hereby waives and renounces for itself any and all homestead or exemptionrights which it may have under or by virtue of the Constitution and Laws of the United States andthe State of Georgia, and any other state as against any debt Lessee may owe Lessor under thisLease, and Lessee hereby transfers, conveys and assigns to Lessor all homestead or exemption rightswhich may be allowed or set apart to Lessee including such as may be set apart in any bankruptcyproceedings, to pay any debt Lessee may owe Lessor hereunder.          **15.2 Surrender; Holding Over.**At termination of this Lease, Lessee shall surrender thePremises and keys thereof to Lessor in same condition as at commencement of Term, broom clean,normal wear and tear only excepted, and shall promptly remove from the Premises all signs, trash,debris and property of Lessee. If upon any termination of this Lease herein, Lessee shall beliable
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in any amount to Lessor, Lessor shall have a lien upon the personal property and effects of Lesseeat the Premises and Lessor may, at its option without notice, sell at public or private sale all orpart of said property and effects for such price as Lessor may deem best and apply the proceeds ofsuch sale upon any amount due under this Lease from Lessee to Lessor, including the expenses ofremoval and sale.If Lessee remains in possession of the Premises after expiration of the Lease Term, with Lessor’sknowledge and without any distinct agreement of the parties, Lessee shall be a tenant from month tomonth and such tenancy shall be subject to all the provisions hereof, except that the MonthlyRental shall be as negotiated for such holdover period, but not less than the Monthly Rentalpayable during the last month prior to the expiration of the Lease Term or any renewal or extensionthereof, and there shall be no renewal of this Lease by operation of law. In the absence of anywritten agreement to the contrary, if Lessee should remain in occupancy of the Demised Premisesafter the expiration of the Lease Term, it shall so remain as a tenant from month-to-month and allprovisions of this Lease applicable to such tenancy shall remain if full force and effect, exceptthat the monthly rental shall be equal to the rental payable for the last month of the term of theLease plus one hundred percent (100%) of such amount. The inclusion of the proceeding sentenceshall not be construed as Lessor’s permission for Lessee to hold over.          **15.3 Taxes.**Lessee shall pay, before delinquency, any and all taxes, assessments, licensetaxes and other charges levied, assessed or imposed and which become payable during the Lease Termupon Lessee’s operations at, occupancy of or conduct of business at the Premises or upon equipment,furniture, appliances, trade fixtures and other personal property of any kind installed or locatedat the Premises. If requested by Lessor, Lessee shall promptly provide Lessor with copies of itstax bills, receipts, or other evidence of such payments.          **15.4 Lessor’s Liability; Indemnification of Lessor by Lessee.**Lessor shall not be liable inany manner for any loss, injury or damage incurred by Lessee from acts of theft, burglary orvandalism committed by either identified or unidentified parties, where the acts are committedagainst Lessee, or the agents, employees, or guests of Lessee or against the Premises. Withoutlimiting the foregoing, Lessor assumes no liability nor obligation for the acts or omissions of thenightwatch. Lessor shall not be liable for any injury or damage caused by, or growing out of, anydefect in the Building or the Premises, or its equipment, drains, plumbing, wiring, electricequipment or appurtenances, in the Premises, or caused by or growing out of electricity, fire,rain, wind, leaking of gas, water, sewer or steam pipes, seepage, or other cause, nor shall Lessorbe liable for any damage caused to Lessee due to the Building or any part of appurtenances thereofbeing improperly constructed or being or becoming out of repair, but Lessee, by moving into thePremises and taking possession thereof, shall accept, and shall be held to have accepted, the
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          Premises “as is” as suitable for the purpose for which the same are leased, and shall be held tohave accepted said Building and each and every appurtenance thereof “as is,” and Lessee by said actwaives any claims arising from any and all defects therein. Lessee hereby acknowledges that Lessorshall have no personal liability for the performance of any covenant or other obligation hereunder,and Lessee shall look solely to Lessor’s interest in the Premises for the entire enforcement of anyjudicial process against Lessor.          Lessee agrees to indemnity and hold Lessor harmless and Lessor agrees to indemnify and holdLessee harmless from any injury, expense, damages or claims, whether due to damage to the Premises,claims for injuries to the person or property of any other tenant of the Building or of any otherperson in or about the Building for any purpose whatsoever, or administrative or criminal action bya governmental authority, where such injury, expense, damages or claims arise out of (1) thenegligence or willful misconduct of Lessee, its agents, servants, licensees or invitees, or (2) theviolation, by any of the persons above named, of any provision of this Lease or of any laws orordinances or governmental regulations of any kind, or any of the Rules or Regulations, or (3) theuse or occupancy of the Premises. The prevailing party further agrees to reimburse the other partyfor any costs or expenses, including reasonable attorneys’ fees, which may be incurred ininvestigating, handling or litigating any such claim.          **15.5 Transfer of Lessor’s Interest in Premises.**In the event of any sale or exchange of thePremises by Lessor and assignment by Lessor of this Lease, Lessor shall be and is hereby entirelyfreed and relieved of all liability under any and all of its covenants and obligations contained inor derived from this Lease occurring after the consummation of such sale or exchange andassignment.          **15.6 Waivers by Lessor; Payments by Lessee.**One or more waivers of any covenant or conditionby Lessor shall not be construed as a waiver of a subsequent breach of the same or any othercovenant or condition and the consent or approval by Lessor to or of any act by Lessee requiringLessor’s consent or approval shall not be deemed to waive or render unnecessary Lessor’s consent orapproval to or of any subsequent similar act by Lessee. The subsequent acceptance of MonthlyRental hereunder by Lessor shall not constitute a waiver of any preceding breach by Lessee of anyterm, covenant or condition of this Lease, other than the failure of Lessee to pay the particularMonthly Rental so accepted, regardless of Lessor’s knowledge of such preceding breach at the timeof acceptance of such Monthly Rental. No waiver shall be effective unless it is in writing andsigned by Lessor.          No payment by Lessee or receipt by Lessor of a lesser amount than the Monthly Rental set forthherein shall be deemed to be other than on account of the earliest rent due and payable hereunder,nor shall any endorsement or statement on any check or any letter accompanying any check or paymentas rent by deemed an accord and satisfaction, and Lessor may accept any such check as
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          payment without prejudice to Lessor’s right to recover the balance of such rent or pursue any otherremedy provided in the Lease.          **15.7 Subordination and Attornment.**Lessee agrees that this Lease is now and, absent anelection pursuant to the subsequent paragraph, forever shall be subordinate to any mortgage, deedto secure debt, ground lease, deed of trust or any other hypothecation for security now orhereafter placed by Lessor upon the real property of which the Premises are a part, and to any andall advances made or to be made thereunder, and to the interest thereon and all renewals,replacements, modifications and extensions thereof.          If any holder of any such mortgage, deed to secure debt, ground lease, deed of trust or anyother hypothecation for security elects, by written notice to Lessee, to have this Lease superiorto its interest, then this Lease shall be deemed superior to such interest, whether this Lease isdated or recorded prior or subsequent to the date thereof. Lessee agrees to execute promptly anydocuments which may be necessary to evidence or effectuate such subordination or to make this Leaseprior to any such instrument. Failing to do so within ten (10) days after written demand, Lesseedoes hereby make, constitute and irrevocably appoint Lessor as Lessee’s attorney-in-fact inLessee’s name, place and stead, to do so. Lessee hereby attorns to all successor owners of thePremises, whether or not such ownership is acquired as a result of a sale, through foreclosure orotherwise.          Lessee hereby agrees to execute, within five (5) days of receipt by Lessee, such instrumentsas Lessor may request to evidence such subordination and to assure the holder of such mortgage,deed to secure debt, ground lease, deed of trust or other hypothecation (the “Lender”) that upontransfer of title to the real property of which the Premises are a part to Lender, its successorsor assigns, or any other purchaser of such real property pursuant to an exercise by Lender of itsremedies against Lessor that Lessee will recognize such Lender or purchaser as the “Lessor” underthis Lease and that Lessee will not assert against such Lender or purchaser any default by Lessorunder this Lease prior to the transfer of title to such real property.          **15.8 Estoppel Certificate. Lessee hereby agrees to execute and deliver to Lessor within five(5) days of receipt by Lessee, from time-to-time, a certificate certifying (i) that a true andcorrect copy of this Lease, and all amendments hereto, is attached to said certificate; (ii) thecommencement date and termination date of the Lease Term;(iii) the amount of Monthly Rental; (iv)the amount of the security deposit held by Lessor; (v) that Lessee is not in default under thisLease, or if Lessee is in default, that Lessee is in default and specifying the nature of suchdefault; and (vi) that to the best of Lessee’s knowledge, Lessor is not in default under thisLease, or if Lessor is in default, that Lessor is in default and specifying the nature of suchdefault.**
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          **15.9 Alternative Space.**if the Premises shall contain les than 5,000 square feet of space,Lessor shall have the option and right to amend this Lease and relocate Lessee to other officespace of the approximate size of the Premises within the Building; it being specifically understoodand agreed to by Lessee that if its Premises are located in whole or in part at any “connectingfloor” location within the Building, Lessor shall have such right, in whole or in part, to relocateLessee regardless of the size of its Premises. If Lessor exercises this right to relocate Lessee,any and all reasonable costs incident to said relocation shall be the responsibility of Lessor andshall be determined prior to such relocation. The Monthly Rental shall be increased or decreasedpro rata based upon the difference in size between the Premises and such new office space.          **15.10 Parking. Lessor shall provide parking facilities adjacent to the Building in quantitieswhich are in accordance with applicable zoning regulations. Except for spaces**located forvisitors, delivery or handicapped parties, there shall be no assigned or reserved parking spacesfor Lessee’s use.          **15.11 Signs.**Lessee shall not have the right to erect or install any lobby, roof-top orwindow signs or identification. Lessee shall not have the right to install any wall or door signson the premises without obtaining the prior written consent of Lessor thereto.          **15.12 Rules and Regulations.**Lessor has the right to establish, and Lessee hereby agrees toabide by, such reasonable rules and regulations as Lessor deems necessary or desirable, or both, inconnection with the Premises, the Building or the Park Centre office building complex.          **15.13 Notices.**All notices, statements, demands, requests, consents, approvals,authorizations, offers, agreements, appointments or designations hereunder by either party to theother shall be in writing and shall be sufficiently given and served upon the other party either byhand delivery or registered or certified mail with proof of receipt. If sent by registered orcertified mail, return receipt requested, postage pre-paid and addressed as follows:       (i) If to Lessor: 2401 Lake Park Associates, L.P.    2401 Lake Park Drive, Suite 355    Smyrna, Georgia 30080       (ii) If to Lessee: 2401 Lake Park Drive, Suite 355    Smyrna, Georgia 30080    Attn: Jackie Corry    Phone: 770/319-0448
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          Either party may, by like notice, at any time and from time to time, designate a differentaddress to which notices shall be sent. Such notices, if mailed, shall be deemed sufficientlyserved or given, for all purposes hereunder, at the time they shall be mailed by United Statesmail. With respect to day-to-day communications not constituting formal notices required to begiven under this Lease, Lessee may communicate directly with Lessor at the Building managementoffice.          Lessee hereby appoints, as his agent to receive the service of all dispossessory or distraintproceedings and notices thereunder, and all notices required under this Lease, the person in chargeof the Premises at the time, or occupying the Premises; and if no person is in charge or occupyingsame, then such service or notice may be made by attaching the same on the main entrance to thePremises.          **15.14 Parties.**“Lessor” as used in this Lease shall include first party, its assigns andsuccessors in title to the Premises; “Lessee” shall include Lessee’s heirs, representatives, andsuccessors in title, and shall include all Lessee’s assigns and sublessees, if this Lease shall bevalidly assigned or sublet. “Lessor” and “Lessee” include male and female, singular and plural,corporation, partnership or individual, as may fit the particular parties.          **15.15 Relationship of Parties.**Nothing contained herein shall be deemed or construed by theparties hereto, nor by any third party, as creating the relationship of principal and agent or ofpartnership or of joint venture between the parties hereto, it being understood and agreed thatneither the method of computation of Monthly Rental nor any other provision contained herein, norany acts of the parties hereto, shall be deemed to create any relationship between the partieshereto other than the relationship of landlord and tenant.          **15.16 Time of Essence.**TIME IS OF THE ESSENCE OF THIS LEASE.          **15.17 Severability.**If any clause or provision of this Lease is illegal, invalid orunenforceable under present or future law effective during the Lease Term, then and in that event,it is the intention of the parties hereto that the remainder of this Lease shall not be affectedthereby, and it is also the intention of the parties to this Lease that in lieu of each clause orprovision of this Lease that is illegal, invalid or unenforceable, there by added as part of thisLease, such an alternative clause or provision as may be possible and be legal, valid andenforceable.          **15.18 Captions.**The marginal headings or titles to the Paragraphs of this Lease are not apart of the Lease, but are inserted for convenience only and shall have no effect upon theconstruction or interpretation of any part of this Lease.
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          **15.19 Entire Agreement.**This Lease contains the entire agreement of the parties and norepresentation or agreements, oral or otherwise, between the parties not embodied herein shall beof any force or effect. No modification, amendment or alteration of this Lease shall be effectiveunless same shall be in writing and signed by Lessor and Lessee.          **15.20 Short Form of Lease.**The parties hereto agree that this Lease shall not be recorded.If negotiated by either party, the parties shall execute and record a short form of this Lease, tobe prepared by Lessor.          **15.21. No Estate in Land.**This Lease shall create the relationship of landlord and tenantbetween Lessor and Lessee; no estate shall pass out of Lessor, Lessee has only a usufruct, notsubject to levy or sale.          **15.22 Broker.**Lessor and Lessee represent and warrant to each other that they have made nodealing with any real estate broker or agent in connection with the procurement or negotiation ofthis Lease except N/A ; and that they know of no other real estate brokers or agents whoare entitled to or charging a commission in connection with this Lease. Therefore, Lessor andLessee agree to defend, indemnify and hold each other harmless from and against any and all loss,damage, cost and expense, including, but not limited to, reasonable attorney’s fees and court coststhat may be suffered or incurred by either of them because of any claim for any fee, commission orsimilar compensation, with respect to this transaction, made by any other broker, agent or finderwhich is based upon an alleged agreement or dealings with the indemnifying party, whether or notsuch claim is meritorious.          IN WITNESS WHEREOF, the parties have hereunder set their hands and seals this 1st dayof June , 1998.      LESSOR: