LEASE
      AGREEMENT





between





SOUTHPEAK
      INTERACTIVE, LLC





(LANDLORD)





and





PHILLIPS
      SALES, INC.


(TENANT)




January
      1,2008





THIS
      LEASE INDENTURE (the “Lease”) dated February 1, 2008 by and





among
      SOUTHPEAK INTERACTIVE, a Virginia Limited Liability Company





(“Landlord”)
      and Phillips Sales, Inc., a Virginia





Corporation
      (“Tenant”).





ARTICLE
      I





GRANT
      AND TERM





SECTION
      1.1 LEASED
      PROPERTY .
      That
      for and in consideration of the rents and the mutual covenants set forth in
      this
      Lease, Landlord leases to Tenant, and Tenant rents from Landlord, the following
      described premises containing 1042 square feet (the “Leased Property”) at $15.00
      per square foot.





Suite
      0100, 2563 SW Grapevine Parkway, Grapevine Texas 76051





TO
      HAVE
      AND TO HOLD the Leased Property and the privileges and appurtenances thereunto
      belonging unto the Tenant, its permitted successors and assigns, for the term
      hereinafter provided, and upon the terms and conditions set forth in this Lease,
      to which the parties mutually covenant and agree.





SECTION
      1.2 TERM. The original term of this Lease shall be for a term of three (3)
      years
      commencing on January 1, 2008 and expiring at midnight on December 31, 2010
      (the
“expiration date”) , unless sooner terminated in accordance with the provisions
      hereof -





SECTION
      1.3 SUCCESSORS
      AND ASSIGNS .
      The
      terms of this lease and any covenants and/or modifications shall be binding
      upon
      the successors and assigns of both landlord and tenant in like manner as upon
      the original parties.





ARTICLE
      II





RENT





SECTION
      2.1 RENT. Tenant shall pay to Landlord in lawful money of the United States
      without notice or demand and without any set off, abatement, counterclaim or
      deduction whatsoever, a fixed rent as follows: payable in equal monthly
      installments in advance on the first day of each month. The first payment shall
      include any prorated rent for the period of the commencement date to the first
      day of the first full calendar month in the term. The rent shall include the
      rent and any additional rent (hereinafter defined).





RENTAL
      RATE AND TERM





2/1/08
                through 1/31/09
            
            $
            1,302.50/month
            
            $
            15,630.00/yr.2/1/09
                through 1/31/10
            
            $
            1,302.50/month
            
            $
            15,630.00/yr.2/1/10
                through 1/31/11
            
            $
            1,302.50/month
            
            $
            15,630.00/yr..





SECTION
      2.2 RENTAL
      PAYMENTS .
      All
      Rent payments shall be made in person or mailed to arrive in Landlord’s office
      by the first of each month. Payments shall be made to SouthPeak Interactive.,
      2900 Polo Parkway, Midlothian, Virginia 23113 until Landlord shall otherwise
      direct in writing.





SECTION
      2.3 LATE
      PAYMENT .
      Tenant
      acknowledges that the failure to pay Rent in a timely fashion results in damages
      to Landlord which are difficult to measure and covenants that (i) it will pay
      Rent at the time and in the manner provided herein, and (ii) it will pay
      Landlord as a late charge equal to five percent (5%) of the amount due on any
      Rent and all other sums due under this Lease, if such sums have not been
      received within seven (7) days of their due date. Landlord shall also have
      the
      right to charge interest at a rate not to exceed twelve percent (12%) on any
      past due amounts. Neither the demand nor collection by Landlord of interest
      and/or late charges shall be construed as a cure of Tenant’s default. Any
      payment made by Tenant by check and returned to Landlord by Tenant’s bank for
      insufficient funds shall be deemed not to have been paid until good funds have
      been provided to Landlord together with an amount equal to any other charges
      due
      hereunder and any charges paid by Landlord to any bank as a result of such
      returned check. Landlord expressly reserves all other rights and remedies
      provided herein and by law with respect to nonpayment of the
      Rent.





SECTION
      2.4 ADDITIONAL
      RENT .
      All
      sums of money due hereunder, other than the Rent, but including any late payment
      or interest charges, shall be deemed Additional Rent, and unless otherwise
      indicated herein, shall be due and payable without deduction, offset,
      counterclaim or abatement, ten (10) days after notice thereof. All such amounts
      or charges shall be payable to Landlord at the place where the Rent is
      payable.





ARTICLE
      III





SECTION
      3.2 TENANT’S-IMPROVEMENTS .





(a)
            Tenant
                shall obtain the prior written approval of Landlord to all plans
                and
                specifications for all major improvements upon the Leased Property
                whether
                interior, exterior, structural, mechanical, electrical or otherwise.
                All
                Tenant’s work, as herein provided, shall be done at the sole cost and
                expense of Tenant, in accordance with all applicable laws and governmental
                regulations and without deviation from the plans and specifications
                approved by Landlord. Approval of the plans and specifications by
                Landlord
                shall not constitute the assumption of any responsibility by Landlord
                for
                their accuracy, sufficiency, safety or compliance with law and Tenant
                shall be solely responsible for such items. Tenant shall obtain at
                its
                sole cost and immediately thereafter furnish to Landlord all certificates
                and approvals required by any governmental authorities and necessary
                to
                complete the Tenant’s construction work, and shall furnish a certificate
                of occupancy to Landlord upon completion. Tenant shall promptly and
                regularly remove, at its expense, all trash and waste materials resulting
                during the course of performance of its work or remaining thereafter.
                Upon
                Landlord’s request, Tenant shall provide Landlord with payment and
                performance bonds guaranteeing the completion of all work required
                to be
                done by Tenant pursuant to this
                Article





(b)
            All
                trade fixtures and apparatus installed by Tenant on the Leased Property,
                except such as may be the property of Landlord, shall remain the
                property
                of the Tenant and shall be removable from time to time and also at
                the
                expiration of the term of this Lease or any renewal or extension
                thereof,
                or other termination thereof, provided Tenant shall not at such time
                be in
                default under any covenant or agreement contained in this Lease;
                otherwise, Landlord shall have a lien on said fixtures or apparatus
                as
                security against loss and damage resulting from defaults by
                Tenant.





(c)
            Tenant
                shall repair and restore the Leased Property following the removal
                or
                replacement of its trade fixtures, whether during or at the termination
                of
                this Lease, to the condition of the Leased Property prior to Tenant’s
                occupancy.





ARTICLE
      IV





CONDUCT
      OF BUSINESS





SECTION
      4.1 PERMITTED
      USE .
      The
      Leased Property shall be used by Tenant for the sole purpose of conducting
      administrative business regarding tenant’s home rehabilitation
      business.





SECTION
      4.2 COMPLIANCE
      WITH LAWS.
      Tenant shall, at its sole cost and expense, promptly comply with all local,
      state and/or federal laws, statutes, ordinances and governmental rules,
      regulations or requirements now in force or which may hereafter be in force
      with
      respect to the Tenant’s use and occupancy of the Leased Property and the
      Tenant’s business conducted thereon and with the requirements of any board of
      fire underwriters or similar bodies, now or hereafter constituted, relating
      to
      or affecting the condition, use or occupancy of the Leased Property (excluding
      structural changes not related to or affected by Tenant’s improvements or
      acts).





ARTICLE
      V





RESPONSIBILITY
      OF REPAIRS





SECTION
      5.1 TENANT’S
      REPAIRS .





(a)
      Tenant shall keep the interior of the Leased Premises, in good and safe order
      and repair at its own expense, and shall surrender the Leased Premises at the
      expiration of the term or at such other time as it may vacate the Leased
      Premises leaving it broom clean, in as good and sanitary condition as when
      received, excepting depreciation caused by ordinary wear and free of
      contamination by hazardous or toxic substances, including but not limited to
      petroleum or petroleum products. Tenant shall not overload the electrical wiring
      serving the Leased Premises or within the Leased Premises, and will install,
      at
      its own expense, but only after obtaining Landlord’s written approval, any
      additional electrical wiring which may be required in connection with Tenant’s
      business equipment. Tenant shall not install any underground tanks, nor use
      any
      construction materials containing asbestos or PCBfs.





(b)
      Tenant shall repair promptly, at its own expense, any damage, including, but
      not
      limited to, that from forced entry, vandalism or malicious mischief to the
      Leased Premises or caused by the bringing into or taking out of the Leased
      Premises any property for Tenant’s use, or by the installation or removal of
      such property, regardless of fault or by whom such damage shall be caused,
      unless caused by Landlord, its agents, employees or contractors’ negligence and
      in default of such repairs by Tenant, Landlord may made the same, and Tenant
      agrees to pay the cost thereof.





ARTICLE
      VI





UTILITES-9-0





SECTION
      6.1 UTILTTIES .
      Landlord shall be responsible for all responsible fuel, water, gas, electricity,
      and sewerage bills. Tenant shall be responsible for his own telephone bill.
      Landlord shall not be liable for any interruption or failure in the supply
      of
      any utility to the Leased Property.





ARTICLE
      VII





LANDLORD
      SERVICES





SECTION
      7.1 Landlord shall, at it’s own expense, provide the following services to the
      leased premises: ground maintain; parking
      lot maintenance and upkeep; lobby maintenance; exterior maintenance; general
      waste dumpster. general janitorial service.





ARTICLE
      VIII





INSURANCE
      INDEMITY





SECTION
      8.1 TENANT’S-OB-LIGATIONS.





(a)
            Tenant,
                at Tenant’s sole cost and expense, shall obtain and maintain for the term
                of this Lease, insurance policies providing for the following coverage:
                (i) Tenant’s fixtures, equipment, furnishings, merchandise and other
                contents in the Leased Premises, for the full replacement value of
                such
                items, (ii) one full year of Rent coverage, (iii) with regard to
                the
                Tenant’s improvements to the Leased Premises, insurance against any and
                all perils included within the classification “fire and extended coverage”
                under insurance industry practice in the Commonwealth of Virginia,,
                together with insurance against vandalism, malicious mischief av%d
                apt-4+kk!eL- lea)ttteje air othato spinink-leif damagplate glass
                insurance, if applicable, and (v) comprehensive gtneral liability
                insurance against any liability occasioned by any occurrence on or
                about
                any part of the Leased Premises or appurtenances thereto, or arising
                from
                any of the acts indemnified against in Section 8.2 hereof in the
                minimum
                amount of $1,000,000 per person and $1,000,000 per occurrence, and
                the
                minimum amount of $500,000 with respect to property damage, and Tenant
                will further provide the Landlord with certificates or policies of
                such
                insurance during the term of this Lease and any renewals or
                extensions.









(b)
            Each
                of the policies described in this Section 8.1 shall: contain an express
                waiver of any right of subrogation by the insurance company against
                Landlord, Landlord’s agents, employees, mortgages and ground lessors, (ii)
                contain a provision that it shall not be cancelled and that it shall
                continue in full force and effect unless Landlord has received at
                least
                thirty (30) days prior written notice of such cancellation or termination,
                (iii) not be materially changed without prior notice to Landlord,
                (iv) be
                issued by good and solvent insurance companies licensed to do business
                in
                the Commonwealth of Virginia, (v) be written as primary policy coverage
                and not contributing with or in excess of any coverage which Landlord
                may
                carry, and (vi) insure and name Landlord, its agents and any mortgages
                of
                the Leased Premises as additional insureds as their respective interest
                may appear.





SECTION
      8.2 TNDEMNITY.





(a)
            Tenant
                hereby releases Landlord, its officers, directors, employees and
                agents
                from any and all liability or responsibility for any loss or damage
                to
                property to the extent covered by valid and collectible fire insurance
                with standard and extended coverage endorsement, even if such fire
                or
                other casualty shall have been caused by the fault or negligence
                of
                Landlord, or anyone for whom Landlord may be
                responsible.





(b)
            Tenant
                hereby indernifies and agrees to save harmless Landlord, its officers,
                directors, employees and agents from and against any and all claims
                that
                (i) arise from or are in connection with the possession, use, occupancy,
                management, repair, maintenance or control of the Leased Property,
                and any
                portion thereof, or (ii) arise from or in connection with any act
                or
                omission of Tenant or Tenant’s agents, employees, contractors or invitees,
                or (iii) result from any default, breach, violation or nonperformance
                of
                this Lease or any provision thereof by Tenant, or (iv) result from
                injury
                to person or property or loss of life sustained in or about the Lease
                Property except to the extent that the above are the result of the
                willful
                misconduct or negligence of Landlord or his
                agents.





ARTICLE
      IX





SECTION
      9.1 DESTRUCTION OF LEASED PROPERTY, CONDEMNATION.





If
      the
      Leased Property is damaged or destroyed by fire or other casualty covered by
      insurance, or condemned by public authority, whether by eminent domain or
      otherwise, then: (i) if totally or substantially destroyed or condemned so
      that
      the Leased Property is rendered unrenable, this Lease shall terminate as of
      the
      date of such destruction or condemnation, and Tenant shall be liable for the
      Rent only to the date of such destruction or condemnation, and the entire amount
      of the insurance proceeds and/or condemnation award for the Leased Property
      shall belong to and be payable to Landlord, or (ii) if only partially destroyed
      or condemned and still tenantable, Landlord shall, within a reasonable time,
      repair the Leased Property with a reasonable reduction of Rent from the date
      of
      such partial destruction or condemnation until there be again property
      substantially similar in value to Tenant as the Leased Property partially
      destroyed or condemned. Landlord’s obligation to repair or restore the Leased
      Property as stated herein is conditioned upon-. (1) all insurance proceeds
      and/or condemnation award for the Leased Property being paid to Landlord, which
      are sufficient to cover the cost of said repairs and restorations, and (2)
      there
      remaining at least twenty-four (24) months in the then existing term of this
      Lease and any extensions (exercised or unexercised at that date). If Landlord
      does not repair the Leased Property because either conditions (ii) (1) or (ii)
      (2) are not met, Landlord shall so notify Tenant and this Lease shall terminate
      as of the date of such partial destruction or condemnation and Tenant shall
      be
      liable for rent only to the date of such partial destruction or
      condemnation.







As
      used
      herein, the date of condemnation shall be the date on which legal title vests
      in
      the condemning authority or the date on which Landlord enters into a contract
      for the sale for public use upon the threat of condemnation, whichever first
      occurs.





ARTICLE
      X





ASSIGNMENT
      AND SUBLETTING





SECTION
      10.1 TENANTS-RIGHTS. Tenant shall not assign or mortgage this Lease in whole
      or
      in part, without the written consent of Landlord first obtained which consent
      shall not be unreasonably withheld. Consent by Landlord to any assignment,
      mortgage or subletting shall not constitute a waiver of the necessity for such
      consent to any subsequent assignment, mortgage or subletting. No such
      assignment, mortgage or sublease shall in any way release or relieve Tenant
      from
      any of its covenants or undertakings contained in this Lease, and in all cases
      under this paragraph, Tenant shall remain liable on this Lease during the
      original and all renewal terms.





ARTICLE
      XI





SUBORDINATION
      AND FINANCING





SECTION
      11.1 SUBORDINATION. This Lease and Tenant’s tenancy hereunder shall be subject
      and subordinate at all times to the lien of any mortgage or deed of trust now
      or
      hereafter placed upon the interests of Landlord and the Leased Premises. Tenant
      agrees to execute and deliver such instruments as may be requested by Landlord
      or by any mortgage subordinating this Lease to the lien of any present or future
      mortgage or deed of trust.





SECTION
      11.2 ATTORNMENT. If, and so long as, any mortgage or deed of trust is in full
      force and effect, then, at the, option of the mortgage or deed of trust
      beneficiary: (i) this Lease shall remain in full force notwithstanding (1)
      a
      default under the mortgage or deed of trust by Landlord, (2) failure of Landlord
      to comply with this Lease (provided the mortgage or beneficiary cures such
      failure, such right to cure to be at the option of mortgage or beneficiary),
      (3)
      a defense to which Tenant might be entitled against Landlord under this Lease,
      or (4) any bankruptcy or similar proceedings with respect to Landlord, (ii)
      if
      any such mortgagee or beneficiary shall become possessed of the Leased Premises,
      Tenant shall be obligated to such mortgagee to pay to it the rentals and other
      charges due hereunder and to thereafter comply with all the terms of this Lease,
      and (iii) if any mortgagee or purchaser, at private or public sale, shall become
      possessed of the Leased Premises, Tenant shall, without charge, attorn to such
      mortgagee or purchaser as its Landlord under this Lease.





SECTION
      11.3 FINANCING. In the event, as a condition to financing, a construction
      lender, land lessor or a permanent lender of the Leased Premises requires
      modifications to this Lease, then, provided such modifications are reasonable,
      do not, adversely affect Tenant, do not materially alter Tenant’s working plans
      for the Leased Premises mutually approved by Landlord and Tenant and do not
      increase the Rent and other sums to be paid hereunder, Landlord shall submit
      to
      Tenant a written amendment with such required modifications; if Tenant fails
      to
      execute and return within 10 days thereafter the amendments that have been
      submitted, then Landlord shall have the right to cancel this Lease upon written
      notice to Tenant.





ARTICLE
      XII





DEFAULT,
      BY TENANT





SECTION
      12.1 ELEMENTS. The happening of any of the following enumerated events shall
      constitute a default for which Landlord, in addition to other rights or remedies
      it may have, shall have the immediate right of re-entry without service of
      notice or resort to legal process and without Landlord being guilty of trespass,
      or becoming liable for any loss or damage which may be occasioned thereby:
      (i)
      failure of Tenant to pay any Rent due hereunder within fifteen (15) days after
      written notice to Tenant of such failure (provided, however, that no notice
      or
      opportunity to cure shall be required after five (5) such notices have been
      delivered) , (ii) the filing by, on behalf of or against Tenant or any guarantor
      of Tenant's obligations hereunder, of any petition or pleading to declare Tenant
      insolvent or unable to pay its debts or met its obligations under the laws
      of
      the Untied States or any state, or a receiver of the property of Tenant is
      appointed, or the levy of execution or other taking of property, assets or
      the
      leasehold interest of Tenant by process of law or otherwise in satisfaction
      of
      any judgment, debt or claim against Tenant, or (iii) failure of Tenant to
      perform any of the other terms, conditions or covenants of this lease for more
      than thirty (30) days after written notice of such failure shall have been
      given
      to Tenant (provided, however, that no notice or opportunity to cure shall be
      required after five (5) such notices have been delivered).










SECTION
      12.2 REMEDIES. In the event of any such default or breach by Tenant, Landlord
      'may at any time thereafter, with or without notice or demand and without
      limiting Landlord in the exercise of any other right or remedy at law, equity
      or
      under this Lease which Landlord may have by reason of such default or
      breach:





(a)
            Terminate
                Lease. Terminate Tenant's right to possession of the Leased Property
                by
                thirty (30) days' written notice or any other lawful means, in which
                case
                this Lease shall terminate and Tenant shall immediately surrender
                possession of the Leased Property to Landlord. Upon receipt of the
                notice
                by Tenant, Tenant shall vacate the Leased Property within said thirty
                (30)
                day period, in such event Landlord shall be entitled to recover from
                the
                Tenant all past due Rents, adjustments, and other charges; the expenses
                of
                reletting the Leased Property, reasonable attorneys fees; the worth
                at the
                time of award by the court having jurisdiction thereof of the amount
                by
                which the unpaid Rent and other charges and adjustment called for
                herein
                for the balance of the Lease term after the time of such award exceeds
                the
                amount of such loss for the same period that Tenant proves could
                be
                reasonably avoided (in determining the reasonable rental value of
                the
                Leased Property the rental realized by any reletting accomplished
                by
                Landlord within a reasonable time after termination of this Lease
                shall be
                deemed prima facie to be the reasonable rental value, otherwise the
                same
                shall be determined according to existing utarket conditions by a
                qualified appraiser selected by Landlord) ; and that portion of any
                leasing commission paid by Landlord and applicable to the unexpired
                lease
                term of this Lease, or





(b)
            Continue
                the Lease. Maintain Tenant's right to possession, in which case this
                Lease
                shall continue in effect whether or not Tenant shall have abandoned
                the
                Leased Property. In such event, Landlord shall be entitled to enforce
                all
                of Landlord's rights and remedies under this Lease, including the
                right to
                recover the Rent and any other charges and adjustments as may becoime
                due
                hereunder, or





(c)
            Other
                Remedies. Pursue any other remedy now or hereafter available to Landlord
                under the laws or judicial decisions of the State in which the Leased
                Property is located, including, but not limited to, the right to
                assess
                against Tenant an amount equal to the attorneys, fees incurred by
                Landlord
                in collecting any Rent or other payment due hereunder, which amount
                shall
                be due in full within ten (10) days of Tenantfs receipt of the assessment
                by Landlord. All of the remedies set forth in this Section 12.2 shall
                be
                cumulative and in addition to one another and any other rights Landlord
                may have at law or in equity and waiver of one default shall not
                be deemed
                to be a waiver of any subsequent
                default.





SECTION
      12.3 CURE OF DEFAULT. If Tenant shall be in default hereunder, Landlord shall
      have the option, upon ten (10) days written notice to Tenant to cure such
      default for the account of and at the expense of the Tenant. No such notice
      shall be required for emergency repairs. Such notice may be delivered before
      the
      period for cure of a default by Tenant has expired, provided that Landlord's
      cure shall not precede the expiration of such cure period. The amounts expanded
      by Landlord in connection with such cure shall be due from Tenant immediately
      upon receipt of an invoice therefor.





NOTICES





SECTION
      13.1 NOTICES. Wherever in this Lease it shall be required or permitted that
      notice or demand be given or served by either party to this Lease to or on
      the
      other, such notices or demands shall be given or served and shall not be deemed
      to have been duly given or served unless in writing and forwarded by registered
      or certified mail addressed as follows:





To
                Landlord:
            To
                Tenant:SouthPeak
                Interactive, Inc.
            Phillips
                Sales, Inc.2900
                Polo Parkway
            2900
                Polo ParkwaySuite
                104
            Suite
                200Midlothian,
                Virginia 23113
            Midlothian,
                Virginia 23 113





*Such
      addresses may be changed from time to time by either party by serving notice
      as
      above provided.*





ARTICLE
      XXV





HOLDOVER





SECTION
      14.1 HOLDOVER. If Tenant holds over or remains in possession or occupancy of
      the
      Leased Property after the termination of this Lease, Tenant’s occupancy shall be
      illegal notwithstanding the fact that Tenant shall be liable to Landlord, so
      long as Tenant or any of its property remains on the Leased Property, for all
      Rent due hereunder together with any damages sustained by Landlord as a result
      of Tenant's failure to vacate.





ARTXCLE
      XV




INSPECTIONS
      BY LANDLORD





SECTION
      15.1 INSPECTIONS BY lANDLORD. Tenant will permit Landlord, its agents,
      employees, and contractors to enter on the Leased Property and all parts thereof
      during business hours to inspect the same, to enforce or carry out all
      provisions of the Lease or to show the same to prospective purchasers, lenders
      or lessees provided that Landlord will use his best efforts to carry on the
      inspections in a reasonable 'manner so as not to interfere with Tenant’s
      business.





ARTICLE
      XVI





MISCELLANEOUS





SECTION
      16.1 SUCCESSORS This Lease and the covenants and conditions herein contained
      shall enure to the benefit of and be binding upon Landlord, its successors
      and
      assigns, and shall be binding upon Tenant, its successors and assigns, and
      shall
      enure to the benefit of Tenant and only such assigns of Tenant to whom the
      assignment by Tenant has been consented to by Landlord. If all or any part
      of
      Landlord’s interest in this Lease or in the Leased Property shall be held or
      owned (directly, indirectly or beneficially) by or for any individual,
      partnership, tenancy-in-cowoon, joint venture, corporation or trust it in agreed
      that no such owner, joint tenant, beneficiary, trustee, shareholder or corporate
      entity shall be personally responsible or liable with respect to any of the
      covenants, conditions or provisions of this Lease to be performed by the
      Landlord.





SECTION
      16.2 ENFORCEMENT AND WAIVER OF EXEMPTIONS. Tenant hereby agrees to pay all
      costs
      and expenses incurred by Landlord in enforcing, by legal action or otherwise,
      any of the provisions, covenants and conditions of this Lease including
      attorneys’ fees.




SECTION
      16.3 APPLICABLE LAW. This Lease shall be construed under the laws of the
      Commonwealth of Virginia.





SECTION
      16.4 MISCELLANEOUS PROVISIONS. This Lease shall not be deemed to give rise
      to a
      partnership relation, and neither party shall have authority to obligate the
      other without written consent, except as specifically provided in this
      Lease.





SECTION
      16.5 DEBTS AND ACCIDENTS. Each party agrees that the other party shall in no
      way
      be responsible for the debts of, or liabilities for accidents or damages caused
      by, the other party.





SECTION
      16.6 CAPTIONS. The captions and heading& throughout the Lease are for
      convenience of reference only. The words contained therein do not explain,
      modify, amplify or add to the interpretation, construction or ‘meaning of any
      provision of or the scope of intent of this Lease or in any way affect this
      Lease.








SECTION
      16.7 ENTIRE AGREEMENT. This Lease contains the entire agreement of the parties
      hereto and any and all oral and written agreements, understandings,
      representations, warranties, promises and statements of the parties hereto
      and
      their respective officers,- directors, partners, agents and brokers with respect
      to the subject matter of this Lease and any matter covered or mentioned in
      this
      Lease shall be merged in this Lease and no such prior oral or written statement
      shall be effective or binding for any reason or purpose unless specifically
      set
      forth in this Lease. No provision of this Lease may be amended or added to
      except by an agreement in writing signed by the parties hereto or their
      respective successors in interest. This Lease shall not be effective or binding
      on any party until fully executed by both parties hereto.





SECTION
      16.8 SERVABILITY. if any provision of this Lease or the application thereof
      to
      any person or circumstance shall, to.any extent be invalid or unenforceable,
      the
      remainder of this Lease, or the application of such provision to persons or
      circumstances other than those as to which it in invalid or unenforceable,
      shall
      not be affected thereby, and each provision of this Lease shall be valid and
      be
      enforced to the fullest extent permitted by law.





/s/
                Greg Phillips
            
            /s/
                  Greg PhillipsGreg
                Phillips
            
            Southpeak
                Interactive LLCPhillips
                Sales, Inc.