**LEASE
      AGREEMENT**




**CONCOURSE**




**ATLANTA,
      GEORGIA**




LANDLORD:
              485 PROPERTIES, LLCTENANT:
              AMERICAN TELECOM SERVICES,
                INC.BUILDING:
              CORPORATE CENTER VISUITE:
              1525SQ. FT.:
              2,561]TERM:
              THREE (3) YEARS, THREE (3)
                MONTHS








































**TABLE
      OF CONTENTS**






Page1.
              PREMISES
                  AND TERM
              12.
              RENT
              23.
              OPERATING
                  COSTS
              34.
              DELIVERY
                  OF THE PREMISES
              65.
              ACCEPTANCE
                  OF THE PREMISES
              76.
              USE
              77.
              TENANT’S
                  CARE OF THE PREMISES
              78.
              SERVICES
              89.
              DESTRUCTION
                  OR DAMAGE TO PREMISES
              1110.
              DEFAULT
                  BY TENANT; LANDLORD’S REMEDIES
              1111.
              ASSIGNMENT
                  AND SUBLETTING
              1412.
              CONDEMNATION
              1513.
              INSPECTIONS
              1614.
              SUBORDINATION
              1615.
              INDEMNIFICATION
                  AND HOLD HARMLESS
              1616.
              INSURANCE
              1717.
              REMEDIES
                  CUMULATIVE
              1918.
              ENTIRE
                  AGREEMENT - NO WAIVER
              1919.
              HOLDING
                  OVER
              1920.
              HEADINGS
              1921.
              NOTICES
              1922.
              HEIRS,
                  SUCCESSORS, AND ASSIGNS - PARTIES
              2023.
              ATTORNEY’S
                  FEES
              2024.
              TIME
                  OF ESSENCE
              2025.
              NO
                  ESTATE IN LAND
              2026.
              SECURITY
                  DEPOSIT
              2027.
              COMPLETION
                  OF THE PREMISES
              2128.
              PARKING
                  ARRANGEMENTS
              2129.
              RULES
                  AND REGULATIONS
              2130.
              RIGHT
                  TO RELOCATE
              2231.
              LA’T’E
                  PAYMENTS
              2232.
              ESTOPPEL
                  CERT1FICATE
              2233.
              SEVERABILITY
                  AND INTERPRETATION
              2334.
              MULTIPLE
                  TENANTS
              2335.
              FORCE
                  MAJEURE
              2336.
              QUIET
                  ENJOYMENT
              2437.
              BROKERAGE
                  COMMISSION; INDEMNITY
              2438.
              EXCULPATION
                  OF LANDLORD
              2439.
              ORIGINAL
                  INSTRUMENT
              2440.
              GEORGIA
                  LAW
              2441.
              NO
                  RECORDAT1ON OF LEASE
              2442.
              HAZARDOUS
                  WASTES
              2543.
              PATRIOT
                  ACT.
              2544.
              LEASE
                  BINDING UPON DELIVERY
              2545.
              SPECIAL
                  STIPULATIONS
              25Signature
                  Page





-i-




Signature
      Page




Exhibit
      “A” - Space Plan of Premises




Exhibit
      “B” - Description of the Property




Exhibit
      “C” - Work Letter




Exhibit
      “D’’ - Acceptance of Premises Form




Exhibit
      “F” - Rules arid Regulations




Exhibit
      “F” - Special Stipulations
































-ii-


**DEFINITIONS**


Defined
                  Term
              ParagraphADA
              Exhibit
                  “C”Additional
                  Electrical Equipment
              8(b)(iv)Allowance
              Exhibit
                  “C”Architect
              Exhibit
                  “C”Base
                  Building Improvements
              Exhibit
                  “C”Building
              1(a)Building
                  Plans and Specifications
              Exhibit
                  “C”Building
                  Standard Materials
              Exhibit
                  “C”Change
                  Order
              Exhibit
                  “C”Change
                  Order Effect Notice
              Exhibit
                  “C”Commencement
                  Date
              1(b)Completion
                  Date
              Exhibit
                  “C”Construction
                  Contract
              Exhibit
                  “C”Contractor
              Exhibit
                  “C”Expiration
                  Date
              1(b)Force
                  Majeure
              35Initial
                  Operating Costs
              3(a)Landlord
              CaptionLease
              CaptionLease
                  Year
              1(c)Monthly
                  Rental
              2(a)Mortgagee
              14(a)Operating
                  Costs
              3(b)Premises
              1(a)
  -iii-
 
 Property
              1(d)
                  and Exhibit “B”Punchlist
                  Items
              Exhibit
                  “C”Rent
              2(c)Rules
              6
                  and Exhibit “E”Shared
                  Service
              8(e)Substantial
                  Completion or Substantially Complete
              Exhibit
                  “C”Tenant
              CaptionTenant
                  Delay
              Exhibit
                  “C”Tenant
                  Improvement Construction Documents
              Exhibit
                  “C”Tenant
                  Improvement Costs
              Exhibit
                  “C”Tenant
                  Improvements
              Exhibit
                  “C”Tenant
                  Space Plans
              Exhibit
                  “C”Tenant’s
                  Share
              3(c)Tenant’s
                  Work
              Exhibit
                  “C”Term
              1(b)Total
                  Building Rentable Area
              1(a)Working
                  Day
              Exhibit
                  “C”


-iv-


**LEASE
      AGREEMENT**


**CONCOURSE**




THIS
      LEASE AGREEMENT (this “Lease”), made this 21st day of December, 2005, by and
      between 485 PROPERTIES, LLC (“Landlord”), a Delaware limited liability company,
      which has as its address for all purposes hereunder as follows:




485
      Properties, LLC


c/o
      Cousins Properties Services LP


Five
      Concourse Parkway


Suite
      1200


Atlanta,
      Georgia 30328-6111




and
      AMERICAN TELECOM SERVICES, INC. (“Tenant”), a Delaware corporation, which has as
      its address prior to the Commencement Date:




400
      Perimeter Center Terrace, Suite 900


Atlanta,
      Georgia 30046




and
      after
      the Commencement Date:




Six
      Concourse Parkway, Suite 1525


Atlanta,
      Georgia 30328


Attn:
      Director of Real Estate




**WITNESSETH:**




|1. | PREMISES
              AND TERM
|-- | -------------------------------



(a)  Landlord
      hereby rents and leases to Tenant, and Tenant hereby rents and leases from
      Landlord, the following described space (the “Premises”):




Floor:
      15 th


Suite:
      1525


Rentable
      Square Feet: 2,561


Usable
      Square Feet: 2,208




located
      at the herein called “Building”:




Building:
      Corporate Center VI


Address:
      Six Concourse Parkway


Fulton
      County, Georgia


Total
      Building Rentable Area: 697,400




(b)  The
      Premises are more particularly shown and outlined on the space plans attached
      hereto as Exhibit “A”, and made a part hereof. The term of this Lease (the
“Term”) shall commence on the earlier to occur of (i) the date the Tenant
      Improvements have been Substantially Complete or the date the Tenant
      Improvements would have been Substantially









Complete
      in the absence of Tenant Delay, or (ii) the date Tenant occupies the Premises
      or
      any portion thereof for the purpose of conducting business therefrom (the
      earlier to occur of (i) or (ii) being hereinafter referred to as the
“Commencement Date”), and shall end at midnight on the last day the thirty-ninth
      (39’’) full calendar month following the Commencement Date (the “Expiration
      Date”), unless sooner terminated as herein provided. This Lease shall be
      effective and enforceable upon its execution and delivery, whether such
      execution and delivery occurs on, prior to, or after the Commencement Date.
      Landlord currently estimates that the Commencement Date will occur on January
      1,
      2006, subject to the provisions of Paragraph 4 below and to confirmation by
      delivery of an “Acceptance of Premises” agreement as described in Paragraph 5
      below.




(c)  “Lease
      Year” as used herein shall mean (i) each and every twelve (12) month period
      during the Term, or (ii) in the event of Lease expiration or termination, the
      period between the last twelve (12) calendar month period and said expiration
      or
      termination; provided, however, that the first Lease Year shall commence on
      the
      Commencement Date and expire on the last day of the twelfth (12`1’) full
      calendar month following the Commencement Date.




(d)  The
      Building and the land upon which said Building is located (which includes
      certain parking facilities serving the Building), more particularly described
      on
      Exhibit “B”, attached hereto and by this reference incorporated herein, is
      herein referred to as the “Property”.




(e)  The
      Premises shall include the appurtenant right to use, in common with others,
      public lobbies, entrances, stairs, corridors, elevators, and other public
      portions of the Building and of the office park commonly known as “Concourse”.
      All the windows and outside walls of the Premises, and any space in the Premises
      used for shafts, pipes, conduits, ducts, telephone ducts and equipment, electric
      or other utilities, sinks or other Building facilities, and the use thereof
      and
      access thereto through the Premises for the purposes of operation, maintenance,
      inspection, display and repairs are hereby reserved to Landlord. No easement
      for
      light, air or view is granted or implied hereunder, and the reduction or
      elimination of Tenant’s light, air or view will not affect this
      Lease.




|2. | RENT
|-- | ----



(a)  Tenant
      shall pay to Landlord at P.O. Box 402850, Atlanta, Georgia 30384-2850 or at
      such
      other place Landlord designates, without demand, deduction or setoff, an annual
      rental for each Lease Year of the Term as set forth below in this Paragraph
      2(a), due and payable in equal monthly installments (the “Monthly Rental”) in
      advance on the first (1st) day of each calendar month during the Term, except
      that Tenant shall pay the first installment of Monthly Rental upon the execution
      and delivery of this Lease by Tenant. Said annual rental shall be paid as
      follows:




Annual
      Rental




Period  square
      foot per annum) (annualized basis) Monthly Rental




-2-




Period
            
            Rate
                (per rentable
              square
                foot per annum)
            
            Annual
                Rental
              (annualized
                basis)
            
            Monthly
                RentalMonths
                1-3
            
            $0.00
            
            $0.00
            
            $0.00Months
                4-12
            
            $22.00
            
            $56,342.00
            
            $4,695.17Months
                13-24
            
            $22.55
            
            $57,750.55
            
            $4,812.55Months
                25-36
            
            $23.11
            
            $59,184.71
            
            $4,932.06Months
                37-39
            
            $23.69
            
            $60,670.09
            
            $5,055.84


The
      dates
      set forth above shall be subject to adjustment upon determination of the actual
      Commencement Date as set forth in an “Acceptance of Premises” agreement as
      described in Paragraph 5 below.




(b)  If
      the
      Term commences at any time other than the first day of a month or terminates
      at
      any time other than the last day of a month, the amount of Rent due from Tenant
      shall be proportionately adjusted based on that portion of the month that this
      Lease is in effect.




(c)  The
      term
“Rent”, as used herein, shall mean Monthly Rental, Tenant’s Share of Operating
      Costs and any other amounts due of Tenant hereunder.




(d)  At
      all
      times that Landlord shall direct Tenant to pay Rent to a “lockbox” or other
      depository whereby checks issued in payment of Rent are initially cashed or
      deposited by a person or entity other than Landlord (albeit on Landlord’s
      authority), then, for any and all purposes under this Lease; (i) Landlord shall
      not be deemed to have accepted such payment until ten (10) days after the date
      on which Landlord shall have actually received such funds, and (ii) Landlord
      shall be deemed to have accepted such payment if (and only if) within said
      ten
      (10) day period, Landlord shall not have refunded (or attempted to refund)
      such
      payment to Tenant. Nothing contained in the immediately preceding sentence
      shall
      be construed to place Tenant in default of Tenant’s obligation to pay Rent if
      and for so long as Tenant shall timely pay the Rent required pursuant to this
      Lease in the manner designated by Landlord.




|3. | OPERATING
              COSTS
|-- | -----------------------------



(a)  Tenant
      hereby covenants and agrees and shall be obligated to pay to Landlord, in
      addition to and not in lieu of the other amounts specified herein, Tenant’s
      Share of Operating Costs in excess of the Initial Operating Costs. These
      payments shall be in addition to and not in lieu of any other payments due
      from
      Tenant hereunder. The “Initial Operating Costs” shall be, for the purposes of
      this Lease, the actual Operating Costs for calendar year 2006, adjusted pursuant
      to the terms of this Lease.




(b)  The
      term
“Operating Costs”, as adjusted pursuant to the terms of this Lease, shall mean
      any and all operating expenses of the Property, Building and related areas
      (such
      as, by way of illustration but not limitation, the parking areas), computed
      on
      an accrual basis and including all expenses, costs, and disbursements of every
      kind and nature, which Landlord (i) shall pay; and/or (ii) become obligated
      to
      pay, including, but not limited to, the following:




|(i) | Costs,
              wages and salaries of all persons engaged in the on-site management,
              operation, repair, security or maintenance of the Property and Building,
              including, but not limited to, fringe benefits, taxes, insurance and
              any
              other benefits relating thereto;
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



-3-




|(ii) | All
              supplies and materials used in the operation and maintenance of the
              Property and Building during such calendar
              year;
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(iii) | Cost
              of water, sewage, electricity and other utilities furnished in connection
              with the operation of the Building;
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------



|(iv) | Cost
              of all service agreements and maintenance for the Property and Building
              and the equipment therein, including, but not limited to, trash removal,
              security services, alarm services, window cleaning, janitorial service,
              HVAC maintenance, elevator maintenance, and grounds maintenance, and
              cost
              of all services described in subparagraph 8(a)
              below;
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(v) | Cost
              of all insurance relating to the Property and Building including, but
              not
              limited to, the cost of casualty and liability insurance applicable
              to the
              Property and Building and Landlord’s personal property used in connection
              therewith;
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(vi) | All
              taxes (ad valorem, rental, sales and use or other similar taxes, if
              any),
              assessments, and governmental charges whether federal, state, county,
              or
              municipal, and whether by taxing districts or authorities presently
              taxing
              the Property and Building or by others, subsequently created or otherwise,
              and any other taxes (other than federal and state income taxes), and
              assessments attributable to the Property and Building or its operation
              and
              any reasonable consultants fees incurred with respect to issues or
              concerns involving the taxes or the Building, the Property, or
              both;
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(vii) | Cost
              of repairs and general maintenance of the interior and exterior of
              the
              Property and Building (including, but not limited to, light bulbs and
              glass breakage; the redecorating, repainting, recarpeting and other
              such
              work of any common areas; heating, ventilation and air conditioning
              equipment; plumbing and electrical equipment; and elevators), parking
              areas, and landscaping;
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(viii) | A
              management fee and other expenses incurred for the general operation
              and
              management of the Property and Building which shall be on terms which
              are
              competitive in the Central Perimeter Atlanta Class A office building
              market;
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(ix) | An
              amortization cost based on GAAP due to any capital expenditures incurred
              (i) which have the effect of reducing or limiting Operating Costs of
              the
              Property and Building, if such reduction or limitation inures to Tenant’s
              benefit (but only to the extent and in the amount that such Operating
              Costs of the Property and Building are reduced); (ii) which may be
              required by governmental authority or by Landlord’s insurance carrier; or
              (iii) which are designed to protect or enhance the health, safety or
              welfare of the tenants in the Building or their
              invitees;
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



-4-




|(x) | All
              assessments made, charged, levied, assessed or accrued against Landlord
              by
              The Concourse Office Park Association,
              Inc.;
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(xi) | Legal
              and accounting fees and expenses; and
|---- | ---------------------------------------------------------



|(xii) | Anything
              which could be classified as an Operating Cost under generally accepted
              accounting principles, consistently applied, but not specified or
              expressly set forth hereunder.
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Excluded
      from “Operating Costs” are:




|(i) | Capital
              items (except those expenditures referred to
              above);
|--- | ----------------------------------------------------------------------------------------



|(ii) | Leasing
              commissions;
|---- | ----------------------------------



|(iii) | Specific
              costs billed to and paid by specific tenants or other third
              parties;
|----- | ---------------------------------------------------------------------------------------------------------



|(iv) | Depreciation;
|---- | -------------



|(v) | Principal,
              interest, and other costs directly related to financing the Building
              (and
              if applicable, any rent or additional rent payable under any ground
              lease);
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(vi) | The
              cost of any repairs or general maintenance paid by the proceeds of
              insurance policies carried by Landlord on the Property and Building;
              and
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(vii) | Any
              income or franchise taxes.
|----- | --------------------------------------------



(c)  The
      term
“Tenant’s Share” shall mean the proportion that the rentable square footage of
      the Premises bears to ninety-five percent (95%) of the Total Building Rentable
      Area, or the average percentage of the Total Building Rentable Area actually
      leased in the Building for any calendar year, if such average is greater than
      ninety-five percent (95%) of the Total Building Rentable Area. The average
      shall
      be determined by adding together the total leased space on the last day of
      each
      month during the calendar year in question and dividing by twelve (12). Tenant’s
      Share is used in this Lease to determine the portion of Operating Costs payable
      by Tenant, on a per square foot per annum basis. Notwithstanding anything to
      the
      contrary contained herein, if the Building is not fully occupied during any
      calendar year, appropriate adjustments shall be made to determine Operating
      Costs as though the Building had been fully occupied in such calendar year
      for
      the entire calendar year. By way of example only, based upon a rentable square
      footage in the Premises of 2,561, Tenant’s Share would be calculated as follows:
      (i) if the average percentage of the Total Building Rentable Area actually
      leased for the applicable calendar year is 95% or less, then 2,561 divided
      by
      662,530 (95% of the Building Rentable Square Footage of 697,400) _ 0.003865,
      or
      0.3865%, and (ii) if the average percentage of the Total Building Rentable
      Area
      actually leased for the applicable calendar year is greater than 95% (assuming,
      by way of example only, 98%), then 2,561 divided by 683,452 (98% of the Building
      Rentable Square Footage of 697,400) = 0.003747, 0.3747%.




(d)  On
      January 15 of each calendar year after the calendar year in which this Lease
      is
      executed (or as soon thereafter as practical), Landlord shall provide Tenant
      with the




-5-




projected
      Operating Costs for such current calendar year, and Tenant shall thereafter
      pay
      Tenant’s Share of projected Operating Costs for operating the Property and
      Building in excess of the Initial Operating Costs. Such projected Operating
      Costs in excess of the Initial Operating Costs shall be payable in advance
      on a
      monthly basis by paying one-twelfth (1/12th) of such amount during each month
      of
      such respective calendar year. If Landlord has not furnished Tenant such
      comparison by January 15, Tenant shall continue to pay on the basis of the
      prior
      year’s estimate until the month after such comparison is given. Landlord shall,
      within one hundred twenty (120) days (or as soon thereafter as practical) after
      each calendar year during the Term provide Tenant an unaudited statement of
      such
      year’s actual Operating Costs. If actual Operating Costs are greater than
      projected Operating Costs, Tenant shall pay Landlord, within thirty (30) days
      of
      such statement’s receipt, Tenant’s Share of the difference thereof. If such
      year’s projected Operating Costs are greater than the actual Operating Costs,
      Landlord shall credit Tenant, within thirty (30) days of such statement
      issuance, Tenant’s Share of the difference between projected Operating Costs and
      actual Operating Costs.




(e)  If
      this
      Lease commences at any time other than the first day of a calendar year or
      terminates at any time other than the last day of a calendar year, the amount
      of
      Operating Costs due from Tenant shall be proportionately adjusted based on
      that
      portion of the year that this Lease was in effect.




(f)  Tenant’s
      payments of Operating Costs shall not be deemed payments of base rental under
      any governmental wage and price controls or analogous governmental actions
      affecting the amount of Rent which Landlord may charge Tenant for the
      Premises.




|4. | DELIVERY
              OF THE PREMISES
|-- | --------------------------------------



Landlord
      shall deliver possession of the Premises to Tenant, with the Tenant Improvements
      Substantially Complete on the Commencement Date. If Landlord cannot deliver
      possession of the Premises, with the Tenant Improvements Substantially Complete
      to Tenant at the originally estimated Commencement Date set forth in
      subparagraph 1(h) above, then the Commencement Date and the Expiration Date
      shall each be deferred by the number of days such delivery is delayed beyond
      the
      originally scheduled Commencement Date; provided, however, that if the
      Expiration Date is not the last day of a calendar month, said Expiration Date
      shall be further extended to the last day of the calendar month. This Lease
      shall not be void or voidable, nor shall Landlord be liable to Tenant for any
      loss or damage resulting therefrom and such deferral of the Commencement Date
      and the Expiration Date shall be Tenant’s sole remedy for Landlord’s failure to
      deliver possession of the Premises for any reason other than Tenant Delay;
      provided, however, if the Commencement Date shall not have occurred only as
      a
      result of the actions or omissions of Landlord (and not as the result of Tenant
      Delay or Force Majeure) by March 31, 2006, then Tenant shall have the right
      to
      cancel this Lease by giving written notice of its election to Landlord on or
      before April 10, 2006 (with Tenant’s failure to timely provide such notice of
      cancellation being deemed Tenant’s waiver of such cancellation right), whereupon
      Landlord shall refund the security deposit and all prepaid Rent, if any, and
      thereafter neither party shall have any further rights or obligations hereunder.
      Notwithstanding the foregoing, if the delay in Substantial Completion of such
      Tenant Improvements and delivery of possession of the Premises is due to Tenant
      Delay, the Commencement Date shall occur, and Tenant’s obligation to pay Monthly
      Rental shall commence, as of the date upon which such Substantial Completion
      and
      such delivery would have occurred in the absence of Tenant Delay.




-6-




|5. | ACCEPTANCE
              OF THE PREMISES
|-- | ----------------------------------------



The
      taking of possession of the Premises by Tenant shall be conclusive evidence
      that
      Tenant accepts the same “as is” and that the Premises is in good and
      satisfactory condition for the use intended at the time such possession was
      taken, subject to “punch-list” items which must be remedied after Tenant’s
      acceptance of the Premises. Tenant shall execute and deliver an “Acceptance of
      Premises” agreement upon the taking of possession of the Premises, in the form
      attached as Exhibit “D”, by this reference incorporated herein.




|6. | USE
|-- | ---



Tenant
      shall use the Premises only for professional, executive office purposes,
      generally in accordance with the manner of use by other tenants in the Building.
      The occupancy rate of the Premises shall in no event be more than one (1) person
      per 200 rentable square feet within said Premises. Tenant’s use of the Premises
      shall not violate any ordinance, law or regulation of any governmental body
      or
      the “Rules and Regulations” of Landlord (the “Rules”) as set forth in Exhibit
“E” attached hereto and made a part hereof, or cause an unreasonable amount of
      use of any of the services provided in the Building. Tenant shall conduct its
      business in the manner and according to the generally accepted business
      principles of the business or profession in which Tenant is
      engaged.




|7. | TENANT’S
              CARE OF THE PREMISES
|-- | -------------------------------------------



(a)  Tenant
      will maintain the Premises and the fixtures and appurtenances therein in a
      first-class condition, and will not commit or permit waste therein. Any repair
      work, maintenance and any alterations permitted by Landlord in the Premises
      (i)
      shall be done at Tenant’s sole cost and expense; (ii) shall be done by
      Landlord’s employees or agents or, with Landlord’s consent, by persons requested
      by Tenant; and (iii) shall first be consented to by Landlord. Tenant shall,
      at
      Tenant’s expense (but under the direction of Landlord and performed by
      Landlord’s employees or agents, or with Landlord’s consent, by persons requested
      by Tenant and consented to by Landlord), promptly repair any injury or damage
      to
      the Premises or Building caused by the misuse or neglect thereof by Tenant,
      by
      Tenant’s contractors, sub-contractors, customers, employees, licensees, agents,
      or invitees. Tenant shall give prompt notice to Landlord of any defective
      condition in or about the Premises known to Tenant.




(b)  Tenant
      will not, without Landlord’s prior consent, which shall not be unreasonably
      withheld, delayed or conditioned, make alterations, additions or improvements
      (including, but not limited to, structural alterations, additions or
      improvements) in or about the Premises and will not do anything to or on the
      Premises which will increase the rate of insurance on the Building or the
      Property. All alterations, additions or improvements of a permanent nature
      made
      or installed by Tenant to the Premises shall become the property of Landlord
      at
      the expiration or early termination of this Lease. Landlord reserves the right
      to require Tenant to remove any improvements or additions made to the Premises
      by Tenant and to repair and restore the Premises to their condition prior to
      such alteration, addition or improvement, reasonable wear and tear, unrepaired
      casualty and condemnation excepted, unless Landlord has agreed at or prior
      to
      the time Tenant requests the right to make such alteration, addition or
      improvement that such item need not be removed by Tenant at the expiration
      or
      early termination of the Term.




-7-




(c)  No
      later
      than the last day of the Term, Tenant will remove Tenant’s personal property and
      repair injury done by or in connection with installation or removal of said
      property and surrender the Premises (together with all keys, access cards or
      entrance passes to the Premises and/or the Building) in as good a condition
      at
      the beginning of the Term, reasonable wear and tear, unrepaired casualty and
      condemnation excepted. All property of Tenant remaining in the Premises after
      expiration or early termination of the Term shall be deemed conclusively
      abandoned and may be removed by Landlord, and Tenant shall reimburse Landlord
      for the cost of removing the same, subject however, to Landlord’s right to
      require Tenant to remove any improvements or additions made to the Premises
      by
      Tenant pursuant to subparagraph (b) above.




(d)  In
      doing
      any work on the installation of Tenant’s furnishings, fixtures, or equipment in
      the Premises, Tenant will use only contractors or workers consented to by
      Landlord prior to the time such work is commenced. Landlord may condition its
      consent upon its receipt from such contractors or workers of acceptable (i)
      lien
      waivers; and (ii) evidence of liability and personal property insurance coverage
      in amounts and with insurance carriers satisfactory to Landlord. Tenant shall
      promptly remove any lien or claim of lien for material or labor claimed against
      the Premises or Building, or both, by such contractors or workers if such claim
      should arise, and Tenant hereby indemnifies and holds Landlord harmless from
      and
      against any and all loss, cost, damage, expense or liabilities including, but
      not limited to, attorney’s fees, incurred by Landlord, as a result of or in any
      way related to such claims or liens.




(e)  All
      personal property brought into the Premises by Tenant, its employees, licensees
      and invitees shall be at the sole risk of Tenant, and Landlord shall not be
      liable for theft thereof or of money deposited therein or for any damages
      thereto, such theft or damage being the sole responsibility of
      Tenant.




|8. | SERVICES
|-- | --------



(a)  Landlord
      shall cause to be furnished the following services (the cost of which services
      are included within Operating Costs) on a 24 hour a day, seven day a week basis,
      unless otherwise specified herein:




|(i) | Elevator
              service for passenger and delivery needs;
|--- | ----------------------------------------------------------------



|(ii) | Air
              conditioning during summer operations and heat during winter operations
              at
              temperature levels similar to other first class office buildings in
              the
              Atlanta area, but consistent with and subject to all Federal and local
              energy conservation regulations;
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(iii) | Public
              restrooms, including the furnishing of soap, paper towels, and toilet
              tissue;
|----- | ----------------------------------------------------------------------------------------------------------------



|(iv) | Either
              hot and cold or tempered running water for all restrooms and
              lavatories;
|---- | -----------------------------------------------------------------------------------------------------------



|(v) | Janitorial
              service, including sanitizing, dusting, cleaning, mopping, vacuuming,
              and
              trash removal, each Monday through Friday, and floor waxing and polishing,
              window washing, smudge removal and Venetian blind cleaning as
              appropriate;
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



-8-




|(vi) | The
              replacement of building standard fluorescent lamps and ballasts as
              needed;
|---- | ----------------------------------------------------------------------------------------------------------



|(vii) | Repairs
              and maintenance, for maintaining in good order at all times the exterior
              walls, exterior windows, exterior doors and roof of the Building, public
              corridors, stairs, elevators, storage rooms, restrooms, the heating,
              ventilating and air conditioning systems, electrical and plumbing systems
              of the Building, and the walks, paving and landscaping surrounding
              the
              Building;
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(viii) | General
              grounds care;
|------ | -----------------------------------



|(ix) | General
              management, including supervision, inspections and management functions;
              and
|---- | ----------------------------------------------------------------------------------------------------------------



|(x) | Electricity
              for the Premises, Building and Property.
|--- | ------------------------------------------------------------------



(b)  The
      services provided in Paragraph 8(a) are predicated on and are in anticipation
      of
      the use of the Premises as follows:




|(i) | Services
              shall be provided for the Building during normal business hours as
              described in the Rules;
|--- | -------------------------------------------------------------------------------------------------------------------------------



|(ii) | HVAC
              design is based on sustained outside temperatures being no higher than
              95
              degrees Fahrenheit and no lower than 14 degrees Fahrenheit with sustained
              occupancy of the Premises by no more than one person per 200 square
              feet
              of floor area and heat generated by electrical lighting and fixtures
              not
              to exceed 3.0 watts per square foot;
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(iii) | Electric
              power usage and consumption for the Premises shall be based on lighting
              of
              the Premises during normal business hours on a level suitable for normal
              office use and power for small desk-top machines and devices using
              no more
              than 110 volt, 20 amp circuits (allowable load of 15 amps). Heavier
              use
              items shall not be used or installed, unless expressly permitted elsewhere
              herein or by consent of Landlord; and
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(iv) | Should
              Tenant’s total rated electrical design load per square foot in the
              Premises exceed the Building standard rated electrical design load,
              on a
              per square foot basis, as determined by Landlord from time to time,
              for
              either low or high voltage electrical consumption, or if Tenant’s
              electrical design requires low voltage or high voltage circuits in
              excess
              of Tenant’s share of the Building standard circuits, as such share is
              determined by Landlord in Landlord’s reasonable judgment, Landlord may (at
              Tenant’s expense), if reasonably possible, install within the Building one
              (1) additional high voltage panel and/or one (1) additional low voltage
              panel with associated transformer (the “Additional Electrical Equipment”)
              as necessary to accommodate the aforesaid requirements. If the Additional
              Electrical Equipment is installed because Tenant’s low or high voltage
              rated
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-9-
  electrical
                design load exceeds the applicable Building standard rated electrical
                design load (on a per square foot basis), then a meter may also be
                added
                by Landlord (at Tenant’s expense) to measure the electricity provided
                through the Additional Electrical
                Equipment.


(c)  If
      Tenant
      uses any services in an amount or for a period in excess of that provided for
      herein, Landlord also reserves the right to charge Tenant reimbursement for
      the
      cost of such added services. Landlord reserves the right to install separate
      metering devices to determine such excessive periods and/or amounts, at Tenant’s
      sole cost and expense. If there is disagreement as to such additional charge,
      the opinion of the appropriate local utility company or an independent
      professional engineering firm shall prevail.




(d)  Landlord
      shall not be liable for any damages and Tenant shall have no right of set-off
      or
      reduction in Rent as a result of the installation, use, malfunction, or
      interruption of use of any equipment in connection with the furnishing of
      services referred to herein, including, but not limited to, any interruption
      in
      services by any cause beyond the immediate control of the Landlord; provided
      however, Landlord shall exercise due care in furnishing adequate and
      uninterrupted services. Without limitation on the foregoing, under no
      circumstances shall Landlord incur liability for damages caused directly or
      indirectly by any malfunction of Tenant’s computer systems resulting from or
      arising out of the failure or malfunction of any electrical, air conditioning
      or
      other system serving the Building, and Tenant hereby expressly waives the right
      to make any such claim against Landlord.




(e)  There
      may
      be available in the Building a shared communications systems service (the
“Shared Service”), upon terms, conditions and fees to be agreed upon by Tenant
      and the party providing such Shared Service. Neither Landlord nor any manager
      of
      the Building shall be liable to Tenant for damages if the furnishing of any
      such
      Shared Service is disrupted, terminated or diminished in any manner, nor shall
      any disruption, diminution, or cessation relieve Tenant from the performance
      of
      any of Tenant’s covenants, conditions and agreements under this Lease, nor shall
      any disruption, diminution or cessation constitute constructive eviction or
      entitle Tenant to an abatement of Rent. Tenant holds Landlord and any such
      manager harmless from any claims Tenant may have arising out of or connected
      with such cessation or interruption. If Tenant elects not to use the Shared
      Service, and Tenant has telephone or other such equipment installed at Tenant’s
      own direction, such system shall not (i) cause the Building to violate any
      municipal safety codes or ordinances, including, but not limited to, fire safety
      codes; (ii) cause damage to the Building; (iii) require an amount of electrical
      or other services unreasonably in excess of the requirements for customary
      business-telephone systems; or (iv) impact upon the normal use, function and
      operation of the Shared Service. If Tenant elects not to use or be a part of
      the
      Shared Service, Tenant shall not use any wiring or other equipment which is
      a
      part of the Shared Service without the prior, written consent of the provider
      of
      such Shared Service. If Tenant uses any such wiring or equipment without such
      consent, Tenant shall be liable for, and shall pay to the provider of such
      services on demand, (i) the cost of such use; (ii) the cost of repairing or
      replacing any wiring or equipment damaged or altered by such use; and (iii)
      any
      other damages caused by such use.




-10-




|9. | DESTRUCTION
              OR DAMAGE TO PREMISES
|-- | -----------------------------------------------



(a)  If
      the
      Premises or the Building are totally destroyed (or so substantially damaged
      as
      to be untenantable in the determination of Architect) by storm, fire, earthquake
      or other casualty, Landlord shall have the option to:




|(i) | Terminate
              this Lease as of the date of the occurrence of the storm, earthquake,
              tire
              or other casualty by giving notice to Tenant within sixty (60) days
              from
              the date of such damage or destruction;
              or
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(ii) | Commence
              the process of restoration of the Premises to a tenantable condition
              within sixty (60) days from the date of receipt by Landlord of all
              of the
              insurance proceeds paid with respect to such casualty, and proceed
              with
              due diligence to complete said restoration of the Premises. If Landlord
              chooses to restore the Premises, Rent shall abate with respect to the
              untenantable portion of the Premises from the date of such casualty
              until
              the date of Substantial Completion
              thereof.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



If
      Landlord fails to complete such restoration within one hundred eighty (180)
      days
      of the date of the casualty, this Lease may be terminated as of the date of
      the
      casualty upon notice from either party to the other, given not more than ten
      (10) days following the expiration of said one hundred eighty (180) day period.
      If such notice is not given, this Lease shall remain in force and effect and
      Rent shall commence upon delivery of the Premises to Tenant in a state of
      Substantial Completion.




(b)  If
      the
      Premises are damaged but not rendered wholly untenantable by any event set
      forth
      in Paragraph 9(a) above, Rent shall abate in the proportion the Premises have
      been made untenantable. Landlord shall restore the Premises expeditiously,
      and
      upon the date of restoration, full Rent shall commence.




(c)  Rent
      shall not abate if the damage or destruction of the Premises, whether total
      or
      partial, is the result of the negligence of Tenant, its contractors,
      subcontractors, agents, employees, guests or invitees.




|10. | DEFAULT
              BY TENANT; LANDLORD’S REMEDIES
|--- | ----------------------------------------------------



(a)  The
      occurrence of any of the following shall constitute an Event of Default
      hereunder by Tenant:




|(i) | The
              Rent or any other sum of money due of Tenant hereunder is not paid
              within
              five (5) days following written notice from Landlord that the same
              is
              due;
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(ii) | Any
              petition is filed by or against Tenant under any section or chapter
              of the
              National or Federal Bankruptcy Act or any other applicable Federal
              or
              State bankruptcy, insolvency or other similar law, and, in the case
              of a
              petition filed against Tenant, such petition is not dismissed within
              sixty
              (60) days after the date of such filing; if Tenant shall become insolvent
              or transfer property to defraud creditors; if Tenant shall make an
              assignment for the benefit of creditors; or if receiver is appointed
              for
              any of Tenant’s assets;
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-11-
  for
                the benefit of creditors; or if receiver is appointed for any of
                Tenant’s
                assets;


|(iii) | Tenant
              fails to bond off or otherwise remove any lien filed against the Premises
              or the Building by reason of Tenant’s actions, within twenty (20) days
              after Tenant has notice of the filing of such lien;
              or
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(iv) | Tenant
              fails to observe, perform and keep the covenants, agreements, provisions,
              stipulations, conditions and Rules herein contained to be observed,
              performed and kept by Tenant (other than the failure to pay when due
              any
              Rent or any other sum of money becoming due Landlord hereunder, which
              under all circumstances is governed by and subject to Paragraph l0(a)(i)
              herein), and persists in such failure after thirty (30) days written
              notice by Landlord requiring that Tenant remedy, correct, desist or
              comply
              (or if any such failure to comply on the part of Tenant would reasonably
              require more than thirty (30) days to rectify, unless Tenant commences
              rectification within the thirty (30) day notice period and thereafter
              promptly, effectively and continuously proceeds with the rectification
              of
              the failure to comply on the part of Tenant and, in all such events,
              cures
              such failure to comply on the part of Tenant no later than sixty (60)
              days
              after such notice).
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(b)  Upon
      the
      occurrence of an Event of Default, Landlord shall have the option to do and
      perform any one or more of the following:




|(i) | Terminate
              this Lease, in which event Tenant shall immediately surrender the Premises
              to Landlord. If Tenant shall fail to do so, Landlord may, without further
              notice and without prejudice to any other remedy Landlord may have,
              enter
              upon the Premises without the requirement of resorting to the
              dispossessory procedures set forth in O.C.G.A. §§ 44-7-50 et seq. and
              expel or remove Tenant and Tenant’s effects without being liable for any
              claim for trespass or damages therefor. Upon any such termination,
              Tenant
              shall remain liable to Landlord for damages, due and payable monthly
              on
              the day Rent would have been payable hereunder, in an amount equal
              to the
              Rent and any other amounts which would have been owing by Tenant for
              the
              balance of the Term, had this Lease not been terminated, less the net
              proceeds, if any, of any reletting of the Premises by Landlord, after
              deducting all of Landlord’s costs and expenses (including, without
              limitation, advertising expenses and professional fees) incurred in
              connection with or in any way related to the termination of this Lease,
              eviction of Tenant and such reletting;
              and/or
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(ii) | Declare
              the entire amount of Rent calculated on the current rate being paid
              by
              Tenant, and other sums which in Landlord’s reasonable determination would
              become due and payable during the remainder of the Term (including,
              but
              not limited to, increases in Rent pursuant to Paragraph 2(b) and 3(d)
              herein), discounted to present value by using a reasonable discount
              rate
              selected by Landlord, to be due and payable immediately.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-12-
  Upon
                such acceleration of such amounts, Tenant agrees to pay the same
                at once,
                together with all Rent and other amounts theretofore due, at Landlord’s
                address as provided herein; provided however, that such payment shall
                not
                constitute a penalty or forfeiture but shall constitute liquidated
                damages
                for Tenant’s failure to comply with the terms and provisions of this Lease
                (Landlord and Tenant agreeing that Landlord’s actual damages in such event
                are impossible to ascertain and that the amount set forth above is
                a
                reasonable estimate thereof). Upon making such payment, Tenant shall
                receive from Landlord all rents received by Landlord from other tenants
                renting the Premises during the Term, provided that the monies to
                which
                Tenant shall so become entitled shall in no event exceed the entire
                amount
                actually paid by Tenant to Landlord pursuant to the preceding sentence,
                less all of Landlord’s costs and expenses (including, without limitation,
                advertising expenses and professional fees) incurred in connection
                with or
                in any way related to the reletting of the Premises. The acceptance
                of
                such payment by Landlord shall not constitute a waiver of rights
                or
                remedies to Landlord for any failure of Tenant thereafter occurring
                to
                comply with any term, provision, condition or covenant of this Lease;
                and/or


|(iii) | Enter
              the Premises as the agent of Tenant without the requirement of resorting
              to the dispossessory procedures set forth in O.C.G.A. §§ 44-7-50 et seq.
              and without being liable for any claim for trespass or damages therefor,
              and, in connection therewith, rekey the Premises, remove Tenant’s effects
              therefrom and store the same at Tenant’s expense, without being liable for
              any damage thereto, and relet the Premises as the agent of Tenant,
              without
              advertisement, by private negotiations, for any term Landlord deems
              proper, and receive the rent therefor. Tenant shall pay Landlord on
              demand
              any deficiency that may arise by reason of such reletting, but Tenant
              shall not be entitled to any surplus so arising. Tenant shall reimburse
              Landlord for all costs and expenses (including, without limitation,
              advertising expenses and professional fees) incurred in connection
              with or
              in any way related to the eviction of Tenant and reletting the Premises,
              and for the amount of any other Rent which would have been due of Tenant
              to Landlord hereunder if not for certain concessions granted by Landlord
              to Tenant. Landlord, in addition to but not in lieu of or in limitation
              of
              any other right or remedy provided to Landlord under the terms of this
              Lease or otherwise (but only to the extent such sum is not reimbursed
              to
              Landlord in conjunction with any other payment made by Tenant to
              Landlord), shall have the right to be immediately repaid by Tenant
              the
              amount of all sums expended by Landlord and not repaid by Tenant in
              connection with preparing or improving the Premises to Tenant’s
              specifications and any and all costs and expenses incurred in renovating
              or altering the Premises to make it suitable for reletting;
              and/or
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(iv) | As
              agent of Tenant, do whatever Tenant is obligated to do under this Lease,
              including, but not limited to, entering the Premises, without
              being
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-13-
 liable
                to prosecution or any claims for damages, in order to accomplish
                this
                purpose. Tenant agrees to reimburse Landlord immediately upon demand
                for
                any expenses which Landlord may incur in thus effecting compliance
                with
                this Lease on behalf of Tenant. Landlord shall not be liable for
                any
                damages resulting to Tenant from such action, whether caused by the
                negligence of Landlord or otherwise.


(c)  Pursuit
      by Landlord of any of the foregoing remedies shall not preclude the pursuit
      of
      general or special damages incurred, or of any of the other remedies provided
      herein, at law or in equity.




(d)  No
      act or
      thing done by Landlord or Landlord’s employees or agents during the Term shall
      be deemed an acceptance of a surrender of the Premises. Neither the mention
      in
      this Lease of any particular remedy, nor the exercise by Landlord of any
      particular remedy hereunder, at law or in equity, shall preclude Landlord from
      any other remedy Landlord might have under this Lease, at law or in equity.
      Any
      waiver of or redress for any violation of any covenant or condition contained
      in
      this Lease or any of the Rules now or hereafter adopted by Landlord, shall
      not
      prevent a subsequent act, which would have originally constituted a violation,
      from having all the force and effect of an original violation. The receipt
      by
      Landlord of Rent with knowledge of the breach of any covenant in this Lease
      shall not be deemed a waiver of such breach.




|11. | ASSIGNMENT
              AND SUBLETTING
|--- | ---------------------------------------



(a)  Tenant
      shall not sublet any part of the Premises, nor assign this Lease or any interest
      herein, nor, once any such sublet or assignment is consented to by Landlord,
      amend or modify the terms of such sublet or assignment, without the prior
      consent of Landlord, which consent shall not be unreasonably withheld, delayed
      or conditioned. Without limiting the generality of the foregoing, Landlord
      may
      deny consent to an assignment or sublease if, by way of illustration but not
      limitation, (i) the financial statements of the proposed assignee or sublessee
      are unsatisfactory, or (ii) the proposed assignment or sublease provides for
      rental or other payment for such use, occupancy or utilization based, in whole
      or in part, on the net income or profits derived by any person or entity from
      the Premises leased, used, occupied or utilized.




(b)  Consent
      by Landlord to one assignment or sublease shall not destroy or waive this
      provision, and all later assignments and subleases shall likewise be made only
      upon prior consent of Landlord. If a sublease or assignment is consented to
      by
      Landlord, any sublessees or assignees shall become liable directly to Landlord
      for all obligations of Tenant hereunder without relieving or in any way
      modifying Tenant’s liability hereunder. If Tenant notifies Landlord of Tenant’s
      intent to sublease or assign this Lease, Landlord shall within thirty (30)
      days
      following receipt of such notice, together with a copy of the proposed sublease
      or assignment and together with information regarding the proposed subtenant
      or
      assignee in detail reasonably sufficient to enable Landlord to evaluate the
      proposed subtenant or assignee (i) consent to such proposed subletting; (ii)
      deny such consent, giving reasons for denying such consent at the time of the
      denial; (iii) elect to cancel this Lease, or to reduce the Premises by the
      area
      requested to be subleased or assigned if the area is less than the entire
      Premises; or (iv) elect to sublease the space, or take the assignment, as
      applicable, on the same terms and conditions as offered by the third-party.
      If
      Landlord elects to cancel or to reduce the area of the Premises,




-14-




Tenant
      shall have ten (10) days from such notice to notify Landlord of Tenant’s
      acceptance of such cancellation or reduction or Tenant’s desire to remain in
      possession of Premises for the Tenn. If Tenant fails to so notify Landlord
      of
      Tenant’s election to accept termination or reduction or to continue as Tenant
      hereunder, such failure shall be deemed an election to terminate or have the
      area of Premises reduced, as the case may be, and such termination or reduction
      shall be effective as of the end of the ten (10) day period provided for in
      Landlord’s notice as hereinabove provided. If Landlord gives its consent to any
      such assignment or sublease, fifty percent (50%) of any rent or other cost
      to
      the assignee or subtenant for all or any portion of the Premises over and above
      the Rent payable by Tenant for such space shall be due and payable, and shall
      be
      paid, to Landlord. If this Lease is cancelled, the area of Premises is reduced
      or a sublease or assignment is made as herein provided, Tenant shall pay
      Landlord a charge equal to the actual costs incurred by Landlord, in Landlord’s
      reasonable judgment (including, but not limited to, the use and time of
      Landlord’s personnel), for all of the reasonably necessary legal and accounting
      services required to accomplish such cancellation, reduction of area of the
      Premises, assignment or subletting, as the case may be.




(c)  Notwithstanding
      anything in this Lease to the contrary, Landlord’s consent shall not be required
      for any assignment of this Lease or subletting of the Premises by Tenant to
      an
      assignee or sublessee that is directly or indirectly in control of, controlled
      by or under common control with Tenant or its principals, or into which or
      with
      which Tenant merges or consolidates, or which purchases all or substantially
      all
      of the stock or assets of Tenant; provided, however, (i) in no event shall
      Tenant be released from its liability under this Lease, and (ii) Tenant shall
      provide to Landlord written notice of such assignment or subletting at least
      thirty (30) days prior to the effective date thereof, together with a copy
      of
      the proposed agreement of assignment or sublease and together with such
      information regarding the assignee or sublessee in such reasonable detail to
      enable Landlord to determine that the proposed assignment or sublease is
      permitted without Landlord’s consent pursuant to this subparagraph (c). For the
      avoidance of doubt, the provisions of this Section 11 shall not be deemed to
      apply to an initial public offering or any secondary offering of the stock
      of
      (i) the Tenant or (ii) any assignee or sublessee of Tenant as otherwise
      permitted under this subparagraph (c).




|12. | CONDEMNATION
|--- | ------------



If
      the
      Premises (or a part of such Premises such that the Premises, in the reasonable
      judgment of the Architect, are untenantable) arc taken by eminent domain or
      other similar proceeding or are conveyed in lieu of such taking, this Lease
      shall expire on the date when title or right of possession vests, and Rent
      paid
      for any period beyond said date shall be repaid to Tenant. If there is a partial
      taking where this Lease is not terminated, the Rent shall be adjusted in
      proportion to the square feet of Premises taken, as determined by the Architect.
      In either event, Landlord shall be entitled, and Tenant shall not have any
      right, to claim any award made in any condemnation proceeding, action or ruling
      relating to the Building or the Property; provided, however, Tenant shall be
      entitled to make a claim in any condemnation proceeding, action or ruling
      relating to the Building for Tenant’s moving expenses and the unamortized value
      of leasehold improvements in the Premises actually paid for by Tenant, to the
      extent such claim does not in any manner impact upon or reduce Landlord’s claim
      or award in such condemnation proceeding, action or ruling. Landlord shall
      have,
      in Landlord’s sole discretion, the option of terminating this Lease if any such
      condemnation, action, ruling or conveyance in lieu thereof makes continuation
      of
      Landlord’s use of the Building economically unfeasible.




-15-




|13. | INSPECTIONS
|--- | -----------



Landlord,
      its agents or employees may enter the Premises at reasonable hours and upon
      reasonable notice (which notice may be by telephone) to Tenant except in the
      event of an emergency to (a) exhibit the Premises to prospective purchasers
      or
      tenants of the Premises or the Building; (b) inspect the Premises to see that
      Tenant is complying with its obligations hereunder; and (c) make repairs (i)
      required of Landlord under the terms hereof; (ii) to any adjoining space in
      the
      Building; or (iii) to any systems serving the Building which run through the
      Premises.




|14. | SUBORDINATION
|--- | -------------



(a)  This
      Lease shall be subject and subordinate to any underlying land leases or deeds
      to
      secure debt which may now or hereafter affect this Lease, the Building or the
      Property and also to all renewals, modifications, extensions, consolidations,
      and replacements of such underlying land leases and deeds to secure debt. In
      confirmation of the subordination set forth in this Paragraph 14, Tenant shall,
      at Landlord’s request, execute and deliver such further instruments desired by
      the holder of the deed to secure debt (a “Mortgagee”) or by any lessor under any
      such underlying land leases. Notwithstanding the foregoing, Landlord or such
      Mortgagee shall have the right to subordinate or cause to be subordinated,
      in
      whole or in part, any such underlying land leases or deeds to secure debt to
      this Lease (but not in respect to priority of entitlement of insurance or
      condemnation proceeds). If any such underlying land leases or deeds to secure
      debt terminate for any reason or any such deeds to secure debt are foreclosed
      or
      a conveyance in lieu of foreclosure is made for any reason, Tenant shall,
      notwithstanding any subordination, deliver to Mortgagee within ten (10) days
      of
      written request an attornment agreement, providing that such Tenant shall
      continue to abide by and comply with the terms and conditions of this
      Lease.




(b)  If
      any
      proceedings are brought for the foreclosure of, or in the event of exercise
      of
      the power of sale or conveyance in lieu of foreclosure under any deed to secure
      debt, Tenant shall at the option of the purchaser at such foreclosure or other
      sale, attorn to such purchaser and recognize such person as Landlord under
      this
      Lease. The institution of any suit, action or other proceeding by a Mortgagee
      or
      a sale of the Property pursuant to the powers granted to a Mortgagee under
      its
      deed to secure debt, shall not, by operation of law or otherwise, result in
      the
      cancellation or the termination of this Lease or of the obligations of Tenant
      hereunder.




(c)  If
      such
      purchaser requests and accepts such attornment, from and after such attornment,
      Tenant shall have the same remedies against such purchaser for the breach of
      an
      agreement contained in this Lease that Tenant might have had against Landlord
      if
      the deed to secure debt had not been terminated or foreclosed, except such
      purchaser shall not be (i) liable for any act or omission of the prior Landlord;
      (ii) subject to any offsets or defenses which Tenant might have against the
      prior Landlord; or (iii) bound by any Rent or security deposit which Tenant
      might have paid in advance to the prior Landlord.




|15. | INDEMNIFICATION
              AND HOLD HARMLESS
|--- | -----------------------------------------------



(a)  Tenant
      shall defend, protect, indemnify and hold harmless Landlord and Landlord’s
      agents and employees against and from any and all claims, suits, liabilities,




-16-




judgments,
      costs, demands, causes of action and expenses (including, without limitation,
      reasonable attorneys’ fees, costs and disbursements) arising from (i) the use of
      the Premises, the Building or the Concourse project by Tenant or Tenant’s
      agents, employees or contractors, or from any activity done, permitted or
      suffered by Tenant or Tenant’s agents, employees or contractors in or about the
      Premises, the Building or the Concourse project, and (ii) any act, neglect,
      fault, willful misconduct or omission of Tenant or Tenant’s agents, employees or
      contractors, or from any breach or default in the terms of this Lease by Tenant
      or Tenant’s agents, employees or contractors, or (iii) any action or proceeding
      brought on account of any matter in items (i) or (ii). If any action or
      proceeding is brought against Landlord by reason of any such claim, upon notice
      from Landlord, Tenant shall defend the same at Tenant’s expense by counsel
      reasonably satisfactory to Landlord. As a material part of the consideration
      to
      Landlord, Tenant hereby releases Landlord and Landlord’s agents and employees
      from responsibility for, waives its entire claim of recovery for and assumes
      all
      risk of (x) damage to property or injury to persons in or about the Premises,
      the Building or the Concourse project from any cause whatsoever (except to
      the
      extent is caused by the gross negligence or willful misconduct of Landlord
      or
      Landlord’s agents or employees or by the failure of Landlord to observe any of
      the terms and conditions of this Lease, if such failure has persisted for an
      unreasonable period of time after written notice of such failure), or (x) loss
      resulting from business interruption or loss of income at the Premises. The
      obligations of Tenant under this Paragraph 15(a) shall survive any termination
      of this Lease.




(b)  The
      foregoing indemnity shall not relieve any insurance carrier of its obligations
      under any policies required to be carried by either party pursuant to this
      Lease, to the extent that such policies cover the peril or occurrence that
      results in the claim that is subject to the foregoing indemnity.




|16. | INSURANCE
|--- | ---------



(a)  Tenant
      shall carry during the Term (and any other period during which Tenant is in
      possession of the Premises, with all premiums paid prior to the due date at
      Tenant’s sole expense) (i) all risk coverage insurance insuring Tenant’s
      interest in its improvements to the Premises and any and all furniture,
      equipment, supplies, contents and other property owned, leased, held or
      possessed by Tenant and contained therein, such insurance coverage to be in
      an
      amount equal to the full insurable value of such improvements and property,
      as
      such may increase from time to time, (ii) worker’s compensation and employer’s
      liability insurance as required by applicable law, (iii) commercial general
      liability coverage for injury to or death of a person or persons and for damage
      to property occasioned by or arising out of any construction work being done
      on
      the Premises, or arising out of the condition, use, or occupancy of the
      Premises, or other portions of the Building or Property, the limits of such
      policy or policies to be in amounts not less than One Million Dollars
      ($1,000,000) combined single limit for bodily injury and property damage per
      occurrence, plus excess coverage of not less than Five Million Dollars
      ($5,000,000) combined single limit for bodily injury and property damage per
      occurrence, (iv) insurance against thefts within the Premises, the Building
      or
      any project within which the Building is located, and (v) business interruption
      insurance with a limit of liability representing loss of at least twelve (12)
      months of income. Tenant shall also maintain and provide such other required
      evidence to Landlord of any other form of insurance which Landlord, acting
      reasonably, requires from time to time in form, in amounts, and for risks
      against which a prudent tenant would insure. Landlord and Tenant shall each
      have
      included in all




-17-




policies
      of insurance respectively obtained by them with respect to the Building or
      Premises a waiver by the insurer of all right of subrogation against the other
      in connection with any loss or damage insured against. All said insurance
      policies shall be carried with companies licensed to do business in the State
      of
      Georgia reasonably satisfactory to Landlord and rated in Best’s Insurance Guide,
      or any successor thereto (or, if there be none, an organization having a
      national reputation) as having a general policyholder rating of “A-” and a
      financial rating of at least “X.” All such policies shall be noncancellable
      except after twenty (20) days’ written notice to Landlord. Each policy described
      in clauses (i), (ii) and (iii) shall name Landlord, Landlord’s property manager
      and any other person designated by Landlord as additional insureds and provide
      that it is primary to, and not contributing with, any policy carried by
      Landlord, Landlord’s property manager, or other designated person covering the
      same loss. At Landlord’s request, duly executed certificates of such insurance
      shall be delivered to Landlord prior to the Commencement Date and at least
      thirty (30) days prior to the expiration of each respective policy
      term.




(b)  Landlord
      will carry and maintain during the Term such insurance coverage as Landlord
      may
      elect to carry and maintain from time to time, including but not limited to
      general comprehensive public liability insurance coverage with respect to the
      Property and property insurance coverage on an all-risk extended coverage basis
      with respect to the Property, in such amounts, with such insurance providers
      and
      under such terms as such insurance coverage is typically carried and maintained
      by institutional owners of Class A properties similar to the Property in the
      Atlanta, Georgia office market. Notwithstanding the foregoing, Landlord shall
      have the right to self-insure (“Self-Insure”) all or any part of any of said
      required insurance coverages, in Landlord’s sole discretion, so long as such
      self-insuring party maintains has a net worth of not less than Fifty Million
      Dollars ($50,000,000.00) as shown on financial statements for the most recently
      concluded fiscal year prepared by an independent certified public accountant
      in
      accordance with generally accepted accounting principles consistently applied.
      “Self-Insure” shall mean that Landlord is itself acting as though it were the
      insurance company providing the insurance required under the provisions hereof,
      and Landlord shall pay amounts due in lieu of insurance proceeds because of
      self-insurance which amounts shall be treated as insurance proceeds for all
      purposes under this Lease. In the event that Landlord elects to Self-Insure,
      and
      an event or claim occurs for which a defense and/or coverage would have been
      available from an insurance company, with respect to a loss or damage which
      Landlord would otherwise be required to insure against as provided above,
      Landlord shall (i) undertake the defense of any such claim, including a defense
      of Tenant, at Landlord’s sole cost and expense, and (ii) use its own funds to
      pay any claim or replace any property or otherwise provide the funding which
      would have been available from insurance proceeds but for such election by
      Landlord to Self-Insure.




(c)  Landlord
      and Tenant hereby mutually waive any claim against the other and its agents
      for
      any loss or damage to any of their property located on or about the Premises,
      the Building or the Concourse project that is caused by or results from perils
      covered by property insurance carried by the respective parties, to the extent
      of the proceeds of such insurance actually received with respect to such loss
      or
      damage, whether or not due to the negligence of the other party or its agents.
      Because the foregoing waivers will preclude the assignment of any claim by
      way
      of subrogation to an insurance company or any other person, each party shall
      immediately notify its insurer, in writing, of the terms of these mutual waivers
      and have their insurance policies endorsed to prevent the invalidation of the
      insurance coverage because of




-18-




these
      waivers. Nothing in this Paragraph 16(c) shall relieve a party of liability
      to
      the other for failure to carry insurance required by this Lease.




|17. | REMEDIES
              CUMULATIVE
|--- | ---------------------------------



The
      rights given to Landlord and Tenant herein are in addition to any rights that
      may be given to Landlord or Tenant by any statute or under law.




|18. | ENTIRE
              AGREEMENT - NO WAIVER
|--- | ------------------------------------------



This
      Lease contains the entire agreement of the parties hereto and no
      representations, inducements, promises or agreements, oral or otherwise, between
      the parties not embodied herein shall be of any force and effect. The failure
      of
      either party to insist in any instance on strict performance of any covenant
      or
      condition hereof, or to exercise any option herein contained, shall not be
      construed as a waiver of such covenant, condition or option in any other
      instance. This Lease cannot be changed or terminated orally, and can be modified
      only in writing, executed by each party hereto.




|19. | HOLDING
              OVER
|--- | --------------------------



If
      Tenant
      remains in possession of the Premises after expiration of the Term, or after
      any
      termination of this Lease by Landlord, with Landlord’s acquiescence and without
      any written agreement between the parties, Tenant shall be a tenant at
      sufferance and such tenancy shall be subject to all the provisions hereof,
      except that the Monthly Rental for said holdover period shall be (i) 150% of
      the
      amount of Rent due in the last month of the Term during the first three (3)
      months of the holdover period, and (ii) double the amount of Rent due in the
      last month of the Term for the remainder of the holdover period. There shall
      be
      no renewal of this Lease by operation of law. Nothing in this Paragraph shall
      be
      construed as a consent by Landlord to the possession of the Premises by Tenant
      after the expiration of the Term or any termination of this Lease by Landlord,
      or as an exclusive remedy in the event of a holdover. This Paragraph 19 shall
      survive the termination of this Lease, by lapse of time or
      otherwise.




|20. | HEADINGS
|--- | --------



The
      headings in this Lease are included for convenience only and shall not be taken
      into consideration in any construction or interpretation of any part of this
      Lease.




|21. | NOTICES
|--- | -------



(a)  Any
      notice, request or consent by either party to the other hereunder shall be
      valid
      only if in writing and shall be deemed to be duly given only if hand-delivered,
      or sent by certified mail or by a recognized national overnight delivery service
      which has a receipt of notice as a part of its delivery function. Such notices
      shall be addressed (i) if to Tenant, at the Premises and (ii) if to Landlord,
      at
      Landlord’s address set forth above, or at such other address for either party as
      that party may designate by notice to the other. Notice shall be deemed given,
      if delivered personally, upon delivery thereof, and if mailed, upon the mailing
      thereof.




(b)  Tenant
      hereby appoints as its agent to receive service of all dispossessory or
      distraint proceedings, an employee in the Premises at the time of any such
      service.




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|22. | HEIRS,
              SUCCESSORS, AND ASSIGNS - PARTIES
|--- | ------------------------------------------------------



(a)  This
      Lease shall bind and inure to the benefit of Landlord and Tenant, and their
      respective successors, heirs, legal representatives and assigns. The term
“Landlord” as used in this Lease means only the owner (or the ground lessee) for
      the time being of the Property and Building of which the Premises are a part,
      so
      that in the event of any sale or sales of said Property (or of any lease
      thereof), Landlord named herein shall be and hereby is entirely released of
      all
      covenants and obligations of Landlord hereunder accruing thereafter, and it
      shall be deemed without further agreement that the purchaser, or the lessee,
      as
      the case may be, has assumed and agreed to carry out any and all covenants
      and
      obligations of Landlord hereunder during the period such party has possession
      of
      the Property and Building. If the Property and Building are severed as to
      ownership by sale and/or lease, the owner of the entire Building or lessee
      of
      the entire Building that has the right to lease space in the Building to tenants
      shall be deemed “Landlord”. Tenant shall be bound to any such succeeding party
      for performance by Tenant of all the terms, covenants, and conditions of this
      Lease and agrees to execute any attornment agreement not in conflict with the
      terms and provisions of this Lease at the request of any such
      party.




(b)  The
      parties “Landlord” and “Tenant” and pronouns relating thereto, as used herein,
      shall include male, female, singular and plural, corporation, partnership or
      individual, as may fit the particular parties.




|23. | ATTORNEY’S
              FEES
|--- | -----------------------------



If
      Landlord has to engage or consult with an attorney as a result of or in
      connection with a failure by Tenant to pay any Rent as and when due under this
      Lease, then Tenant shall owe to Landlord, in addition to and not in lieu of
      any
      other amounts due hereunder, and shall pay within ten (10) days after demand
      for
      payment therefor is made, all such attorneys fees incurred by Landlord. Also,
      if
      any law suit or court action between Landlord and Tenant arises out of or under
      this Lease, the prevailing party in such law suit or court action shall be
      entitled to and shall collect from the non-prevailing party the reasonable
      attorney’s fees and court costs actually incurred by the prevailing party with
      respect to said lawsuit or court action.




|24. | TIME
              OF ESSENCE
|--- | -----------------------------



TIME
      IS
      OF THE ESSENCE OF THIS LEASE.




|25. | NO
              ESTATE IN LAND
|--- | -------------------------------



Tenant
      has been granted a usufruct only in the Premises under this Lease, and not
      a
      leasehold or other estate in land, and that Tenant’s interest hereunder is not
      subject to levy, execution and sale and is not assignable except with Landlord’s
      prior written consent. No estate shall pass out of Landlord by this
      Lease.




|26. | SECURITY
              DEPOSIT
|--- | ------------------------------



Tenant
      has deposited with Landlord $28,171.02 as a security deposit for the performance
      by Tenant of all the terms, covenants and conditions of this Lease upon Tenant’s
      part to be performed. Landlord shall have no obligation to segregate such
      security deposit from




-20-




any
      other
      funds of Landlord, and interest earned on such security deposit, if any, shall
      belong to Landlord. The security deposit shall be returned to Tenant within
      thirty (30) days after the expiration of the Term, if Tenant has fully performed
      its obligations hereunder. Landlord shall have the right to apply any part
      of
      said security deposit to cure any default of Tenant and if Landlord does so,
      Tenant shall upon demand deposit with Landlord the amount so applied so that
      Landlord shall have the full security deposit on hand at all times during the
      Term. If there is a sale or lease of the Building subject to this Lease,
      Landlord shall transfer the security deposit to the vendee or lessee, and
      Landlord shall be released from all liability for the return of such security
      deposit. Tenant shall look solely to the successor Landlord for the return
      of
      said security deposit. This provision shall apply to every transfer or
      assignment made of the security deposit to a successor Landlord. The security
      deposit shall not be assigned or encumbered by Tenant without the prior consent
      of Landlord and any such unapproved assignment or encumbrance shall be void.
      Notwithstanding anything to the contrary contained herein, if no Event of
      Default is existing under the Lease at the end of the sixteenth (16th) full
      calendar month of the Term, Landlord shall permit Tenant to reduce the security
      deposit by $4,695.17 each month thereafter until the amount held by Landlord
      as
      Tenant’s security deposit shall be S4,695.17. Landlord shall apply each month’s
      reduction of the security deposit towards the Monthly Rental due from the
      Tenant.




|27. | COMPLETION
              OF THE PREMISES
|--- | ----------------------------------------



Landlord
      shall supervise completion of the work described in Exhibit “C” subject to
      payments which may be required of Tenant thereunder. Any work required by Tenant
      as provided for in said Exhibit “C” shall be performed within the provisions and
      according to all standards of said Exhibit “C”.




|28. | PARKING
              ARRANGEMENTS
|--- | ----------------------------------



Landlord
      shall maintain unreserved parking spaces for use by Tenant and Tenant’s invitees
      and employees, in such amount or ratio as is in compliance with the zoning
      for
      the Property, as may be modified from time to time, and Tenant (and Tenant’s
      guests and employees) shall only be entitled to use that amount of parking
      spaces (determined on a parking space per square foot leased basis). Such
      parking shall be available subject to the limitations and conditions from time
      to time imposed by Landlord. Said parking shall be maintained on the Property
      or
      on areas located in the vicinity of the Property.




|29. | RULES
              AND REGULATIONS
|--- | -----------------------------------



The
      Rules
      on Exhibit “E” are a part of this Lease. Landlord may from time to time amend,
      modify, delete or add additional Rules for the use, operation, safety,
      cleanliness and care of the Premises and the Building, provided that Landlord
      enforces such Rules against all tenants on a nondiscriminatory basis and
      provided that no such change materially affects Tenant’s ability to use and
      enjoy the Premises for the purposes intended by this Lease. Such new or modified
      Rules shall be effective upon notice to Tenant. Tenant will cause its employees
      and agents, or any others permitted by Tenant to occupy or enter the Premises
      to
      at all times abide by the Rules. If there is a breach of any Rules beyond any
      applicable notice and cure period provided in Paragraph 10(a), Landlord shall
      have all remedies in this Lease provided for in an Event of Default by Tenant
      and shall, in addition, have any remedies available at law or in




-21-




equity,
      including but not limited to, the right to enjoin any breach of such Rules.
      Landlord shall not be responsible to Tenant for the nonobservance by any other
      tenant or person of any such Rules.




|30. | RIGHT
              TO RELOCATE
|--- | -------------------------------



Landlord
      shall have the right, at Landlord’s sole cost and expense, to relocate Tenant
      from the Premises to any other office space within Concourse V or the Building
      that is comparable in size to the Premises; provided, however, that such
      relocation space shall not be located below the eighth (8’h) floor within either
      building. Landlord shall deliver notice to Tenant of Landlord’s desire to
      relocate Tenant, together with a proposal for the area to which such Premises
      shall be relocated. Should Landlord exercise its right to relocate Tenant under
      this Paragraph 30, then (i) all expenses of said relocation or of any necessary
      renovation or alteration, as reasonably calculated by Landlord prior to any
      relocation, shall be paid by Landlord (including, without limitation, costs
      reasonably incurred in changing addresses on stationery, business cards,
      directories, advertising, and other such items), and (ii) following such
      relocation, the substituted space shall for all purposes thereinafter constitute
      the Premises and all terms and conditions of this Lease shall apply with full
      force and effect to the Premises as so relocated, except that if the rentable
      square footage of the relocated Premises is different from that of the Premises
      as originally leased hereunder, Monthly Rental and Tenant’s Share shall be
      adjusted accordingly. If Tenant has not relocated its premises within thirty
      (30) days after Landlord’s Substantial Completion of the new Premises, then it
      shall be an Event of Default on the part of Tenant hereunder and Landlord shall
      be entitled to exercise any and all of its rights and remedies available upon
      an
      Event of Default. Tenant hereby further covenants and agrees to promptly execute
      and deliver to Landlord any lease amendment or other such document appropriate
      to reflect the changes in this Lease described or contemplated
      above.




|31. | LATE
              PAYMENTS
|--- | ---------------------------



Any
      payment due of Tenant hereunder not received by Landlord within five (5) days
      of
      the date when due shall be assessed a five percent (5%) charge for Landlord’s
      administrative and other costs in processing and pursuing the payment of such
      late payment, and shall be assessed an additional five percent (5%) charge
      for
      the aforesaid costs of Landlord for each month thereafter until paid in full.
      Acceptance by Landlord of a payment, and the cashing of a check, in an amount
      less than that which is currently due shall in no way affect Landlord’s rights
      under this Lease and in no way be an accord and satisfaction. This provision
      does not prevent Landlord from declaring the non-payment of Rent when due an
      Event of Default hereunder, subject to Paragraph 10(a)(i).




|32. | ESTOPPEL
              CERTIFICATE
|--- | ----------------------------------



Tenant
      shall, within ten (10) business days of the request by Landlord, and Landlord
      shall, within thirty (30) business days of the request by Tenant, execute,
      acknowledge and deliver to the requesting party (or its auditors), any
      Mortgagee, prospective Mortgagee or any prospective purchaser or transferee
      of
      the Property, the Building, or both (as designated by Landlord), an Estoppel
      Certificate in recordable form, or in such other form as the requesting




-22-




party
      may
      from time to time reasonably request, evidencing whether or not (a) this Lease
      is in full force and effect; (b) this Lease has been amended in any way; (c)
      Tenant has accepted and is occupying the Premises; (d) there are any existing
      defaults on the part of Landlord or Tenant hereunder or defenses or offsets
      against the enforcement of this Lease to the knowledge of such party (specifying
      the nature of such defaults, defenses or offsets, if any); (e) the date to
      which
      Rent and other amounts due hereunder, if any, have been paid; and (f) any such
      other information as may be reasonably requested by the requesting party. Each
      certificate delivered pursuant to this Paragraph may be relied on by the
      requesting party, any prospective purchaser or transferee of Landlord’s interest
      hereunder, or any Mortgagee or prospective Mortgagee.




|33. | SEVERABILITY
              AND INTERPRETATION
|--- | ---------------------------------------------



(a)  If
      any
      clause or provision of this Lease shall be deemed illegal, invalid or
      unenforceable under present or future laws effective during the Term, the
      remainder of this Lease shall not be affected by such illegality, invalidity
      or
      unenforceability, and in lieu of each clause or provision of this Lease that
      is
      illegal, invalid or unenforceable, there shall be added as a part of this Lease
      a clause or provision as similar in terms to such illegal, invalid or
      unenforceable clause or provision as may be possible and be legal, valid and
      enforceable.




(b)  if
      any
      provisions of this Lease require judicial interpretation, the court interpreting
      or construing the same shall not apply a presumption that the terms of any
      such
      provision shall be more strictly construed against one party or the other by
      reason of the rule of construction that a document is to be construed most
      strictly against the party who itself or through its agent prepared the same,
      as
      all parties hereto have participated in the preparation of this
      Lease.




|34. | MULTIPLE
              TENANTS
|--- | ------------------------------



If
      more
      than one individual or entity comprises and constitutes Tenant, then all
      individuals and entities comprising Tenant are and shall be jointly and
      severally liable for the due and proper performance of Tenant’s duties and
      obligations arising under or in connection with this Lease.




|35. | FORCE
              MAJEURE
|--- | ---------------------------



Any
      prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts
      of
      God, inability to obtain services, labor, or materials or reasonable substitutes
      therefor, inability to obtain permits or other governmental approvals after
      timely application therefor, governmental actions, civil commotions, war,
      terrorism, fire or other casualty, and other causes beyond the reasonable
      control of the party obligated to perform, except with respect to the
      obligations imposed with regard to Rent and other charges to be paid by Tenant
      pursuant to this Lease (collectively, “Force Majeure”), notwithstanding anything
      to the contrary contained in this Lease, shall excuse the performance of such
      party for a period equal to any such prevention, delay or stoppage and
      therefore, if this Lease specifies a time period for performance of an
      obligation of either party, that time period shall be extended by the period
      of
      any delay in such party’s performance cause by an event of Force
      Majeure.




-23-




|36. | QUIET
              ENJOYMENT
|--- | -----------------------------



So
      long
      as Tenant is in full compliance with the terms and conditions of this Lease,
      Landlord shall warrant and defend Tenant in the quiet enjoyment and possession
      of the Premises during the Term against any and all claims made by, through
      or
      under Landlord, subject to the terms of this Lease.




|37. | BROKERAGE
              COMMISSION; INDEMNITY
|--- | ---------------------------------------------



COUSINS
      PROPERTIES SERVICES LP (“COUSINS”) HAS ACTED AS CONTRACT MANAGER FOR LANDLORD IN
      THIS TRANSACTION AND CARTER AND ASSOCIATES HAS ACTED AS AGENT FOR TENANT IN
      TI-11S TRANSACTION. BOTH COUSINS AND CARTER AND ASSOCIATES ARE TO BE PAID A
      COMMISSION BY LANDLORD. Tenant warrants that there are no other claims for
      broker’s commissions or finder’s fees in connection with its execution of this
      Lease. Tenant hereby indemnifies Landlord and holds Landlord harmless from
      and
      against all loss, cost, damage or expense, including, but not limited to,
      attorney’s fees and court costs, incurred by Landlord as a result of or in
      conjunction with a claim of any real estate agent or broker, if made by, through
      or under Tenant. Landlord hereby indemnifies Tenant and holds Tenant harmless
      from and against all loss, cost, damage or expense, including, but not limited
      to, attorney’s fees and court costs, incurred by Tenant as a result of or in
      conjunction with a claim of any real estate agent or broker, if made by, through
      or under Landlord. Tenant shall cause any agent or broker representing Tenant
      to
      execute a lien waiver to and for the benefit of Landlord, waiving any and all
      lien rights with respect to the Building or Property such agent or broker has
      or
      might have under Georgia law.




|38. | EXCULPATION
              OF LANDLORD
|--- | -------------------------------------



LANDLORD’S
      LIABILITY TO TENANT WITH RESPECT TO THIS LEASE SHALL BE LIMITED SOLELY TO
      LANDLORD’S INTEREST IN THE BUILDING. NEITHER LANDLORD, ANY OFFICER, DIRECTOR, OR
      SHAREHOLDER OF LANDLORD NOR ANY OF THE PARTNERS OF LANDLORD SHALL HAVE ANY
      PERSONAL LIABILITY WHATSOEVER WITH RESPECT TO THIS LEASE.




|39. | ORIGINAL
              INSTRUMENT
|--- | ---------------------------------



Any
      number of counterparts of this Lease may be executed, and each such counterpart
      shall be deemed to be an original instrument.




|40. | GEORGIA
              LAW
|--- | -------------------------



This
      Lease has been made under and shall be construed and interpreted under and
      in
      accordance with the laws of the State of Georgia.




|41. | NO
              RECORDATION OF LEASE
|--- | -------------------------------------



Neither
      this Lease nor any memorandum hereof shall be recorded or placed on public
      record.




-24-




|42. | HAZARDOUS
              WASTES
|--- | ------------------------------



Tenant
      shall not (either with or without negligence) cause or permit the escape,
      disposal or release of any biologically or chemically active or other hazardous
      substances or materials. Tenant shall not allow the storage or use of such
      substances or materials in any manner not sanctioned by law or by the highest
      standards prevailing in the industry for the storage and use of such substances
      or materials, nor allow to be brought into the Building, the Premises or the
      Property, any such materials or substances except to use in the ordinary course
      of Tenant’s business, and then only after notice is given to Landlord of the
      identity of such substances or materials. Without limitation, hazardous
      substances and materials shall include those described in the Comprehensive
      Environmental Response, Compensation and Liability Act of 1980, as amended,
      42
      U.S.C. Section 9601 et seq., the Resource Conservation and Recovery Act, as
      amended, 42 U.S.C. Section 6901 et seq., any applicable state or local laws
      and
      the regulations adopted under these acts. If any lender or governmental agency
      shall ever require testing to ascertain whether or not there has been any
      release of hazardous materials, then the reasonable costs thereof shall be
      reimbursed by Tenant to Landlord upon demand as additional charges if such
      requirement applies to the Premises. In addition, Tenant shall execute
      affidavits, representations and the like from time to time at Landlord’s request
      concerning Tenant’s best knowledge and belief regarding the presence of
      hazardous substances or materials on the Premises. In all events, Tenant shall
      indemnify Landlord in the manner elsewhere provided in this Lease from any
      release of hazardous materials on the Premises occurring while Tenant is in
      possession, or elsewhere if caused by Tenant or persons acting under Tenant.
      The
      within covenants shall survive the expiration or earlier termination of the
      Term.




|43. | PATRIOT
              ACT.
|--- | --------------------------



Tenant
      (which for this purpose includes its partners, members, principal stockholders
      and any other constituent entities (i) has not been designated as a
“specifically designated national and blocked person” on the most current list
      published by the U.S. Treasury Department Office of Foreign Assets Control
      at
      its official website, <http://www.treas.gov/ofac/tllsdn.pdf5 or at any
      replacement website or other replacement official publication of such list;
      (ii)
      is currently in compliance with and will at all times during the Term (including
      any extension thereof) remain in compliance with the regulations of the Office
      of Foreign Asset Control of the Department of the Treasury and any statute,
      executive order (including the September 24, 2001, Executive Order Blocking
      Property and Prohibiting Transactions with Persons Who Commit, Threaten to
      Commit, or Support Terrorism), or other governmental action relating thereto;
      and (iii) has not used and will not use funds from illegal activities for any
      payment made under this Lease.




|44. | LEASE
              BINDING UPON DELIVERY
|--- | -----------------------------------------



This
      Lease shall not be binding until and unless all parties have duly executed
      said
      Lease and a fully executed counterpart of said Lease has been delivered to
      Tenant.




|45. | SPECIAL
              STIPULATIONS
|--- | ----------------------------------



The
      special stipulations attached hereto as Exhibit “F”, if any, and made a part
      hereof shall control if in conflict with any of the foregoing provisions of
      this
      Lease.




-25-




IN
      WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be executed
      under
      seal, on the day and year first above written.






LANDLORD:485 PROPERTIES, LLC, aDelaware limited liability
              companyBy:/s/Elizabeth
              ChessName:Elizabeth
              ChessTitle:Assistant
              Secretary




Date
      executed by


Landlord:
      12/21, 2005


TENANT:AMERICAN TELECOM SERVICES,
                INC.,a Delaware corporationBy:/s/Bruce
                E. Layman (SEAL)Authorized SignatureBruce E. LaymanType Name of
                Signatory
 Date executed by
                  By:______________________(SEAL)Tenant: 12/19, 2005
                  Authorized
                      Signature_________________________Type Name of Signatory(CORPORATE
                      SEAL)




*Note:
      If
      Tenant is a corporation, two authorized corporate officers must execute this
      Lease in their appropriate capacities for Tenant, affixing the corporate
      seal.




By
      the
      execution and delivery of this Lease Tenant has made and shall be deemed to
      have
      made a continuous and irrevocable offer to lease the Premises, on the terms
      contained in this Lease, subject only to acceptance by Landlord (as evidenced
      by
      Landlord’s signature hereon), which Landlord may accept in its sole and absolute
      discretion.




Tenant’s
      Federal Employer Identification Number:  77-0602480




-26-


**EXHIBIT
      “A”**




Space
      Plan of Premises
























A-1


**EXHIBIT
      “B”**




**LEGAL
      DESCRIPTION - CORPORATE CENTER VI**




All
      that
      tract or parcel of land lying and being in Land Lot 17, 17th District, Fulton
      County, Georgia and being more particularly described as follows:




To
      reach
      the TRUE POINT OF BEGINNING, commence at the intersection of the former southern
      Right-of-Way of Hammond Drive (variable Right-of-Way, but was 47.9 feet from
      the
      centerline) extended and the former western Right-of-Way of Peachtree Dunwoody
      Road (variable Right-of-Way, but was 41.7 feet from the centerline) extended;
      thence along the former southern Right-of-Way of Hammond Drive North 86° 36’ 33”
West a distance of 169.01 feet to a point; thence continuing along said former
      Right-of-Way North 84° 29’ 08” West a distance of 208.47 feet to a point; thence
      continuing along said former Right-of-Way North 87° 58’ 03” West a distance of
      344.41 feet to a point; thence leaving said former Right-of-Way South 02° 01’
32” West a distance of 23.63 feet to a point on the existing southern
      Right-of-Way of Hammond Drive (variable Right-of-Way); thence continuing along
      said existing Right-of-Way North 87° 59’ 35” West a distance of 173.23 feet to a
      point; thence continuing along said Right-of-Way North 74° 42’ 17” West a
      distance of 51.80 feet to a point; thence continuing along said Right-of-Way
      North 87° 44’ 16” West a distance of 120.26 feet to a point; thence leaving said
      Right-of-Way South 02° 13’ 27” West a distance of 47.46 feet to a point; thence
      North 87° 17’ 49” West a distance of 340.88 feet to a point being the TRUE POINT
      OF BEGINNING; thence North 87° 17’ 49” West a distance of 259.25 feet to a
      point; thence South 00° 28’ 40” East a distance of 115.99 feet to a point;
      thence along a curve to the right an arc distance of 162.30 feet (said curve
      having a radius of 1301.00 feet, a chord distance of 162.20 feet, and a chord
      bearing of South 03° 05’ 46” West) to a point; thence South 06° 40’ 11” West a
      distance of 133.86 feet to a point; thence along a curve to the left an arc
      distance of 156.81 feet (said curve having a radius of 1000.00 feet, a chord
      distance of 156.65 feet, and a chord bearing of South 02° 10’ 40” West) to a
      point; thence South 02° 18’ 52” East a distance of 22.60 feet to a point; thence
      South 87° 41’ 08” West a distance of 109.76 feet to a point; thence along a
      curve to the left an arc distance of 217.01 feet (said curve having a radius
      of
      3701.72 feet, a chord distance of 216.97 feet, and a chord bearing of South
      02°
46’ 11” East) to a point; thence South 10° 51’ 39” East a distance of 127.09
      feet to a point; thence South 06° 43’ 25” East a distance of 85.90 feet to a
      point; thence South 16° 29’ 48” East a distance of 217.42 feet to a point;
      thence along a curve to the left an arc distance of 835.81 feet (said curve
      having a radius of 941.74 feet, a chord distance of 808.65 feet, and a chord
      bearing of South 48° 01’ 33” East) to a point; thence North 17° 25’ 43” East a
      distance of 169.03 feet to a point); thence along a curve to the right an arc
      distance of 46.09 feet (said curve having a radius of 567.11 feet, a chord
      distance of 46.08 feet, and a chord bearing of North 66° 51’ 40” West) to a
      point; thence North 56° 26’ 51” West a distance of 185.58 feet to a point;
      thence along a curve to the right an arc distance of 108.18 feet (said curve
      having a radius of 438.02 feet, a chord distance of 107.91 feet, and a chord
      bearing of North 49° 22’ 19” West) to a point; thence North 42° 17’ 47” West a
      distance of 196.00 feet to a point; thence along a curve to the right an arc
      distance of 344.02 feet (said curve having a radius of 438.02 feet, a chord
      distance of 335.25 feet, and a chord bearing of North 19° 47’ 47” West) to a
      point; thence North 02° 42’ 13” East a distance of 10.50 feet to a point; thence
      North 87° 17’ 47” West a distance of 52.06 feet to a point on the east line of
      Road Easement #4; thence along said easement along a curve to the right an
      arc
      distance of 92.00 feet (said curve having a radius of 835.47 feet, a chord
      distance of 91.95 feet, and a chord bearing of North 09° 07’ 34” West) to a




B-1




point;
      thence leaving said Road Easement South 87° 17’ 47” East a distance of 70.91
      feet to a point; thence North 02° 42’ 13” East a distance of 127.59 feet to a
      point; thence North 87° 17’ 47” West a distance of 10.00 feet to a point; thence
      North 02° 42’ 13” East a distance of 10.00 feet to a point; thence North 87° 17’
47” West a distance of 55.80 feet to a point; thence North 02° 42’ 13” East a
      distance of 244.00 feet to a point; thence South 87° 17’ 47” East a distance of
      129.80 feet to a point; thence South 02° 42’ 13” West a distance of 244.00 feet
      to a point; thence South 87° 17’ 47” East a distance of 174.00 feet to a point;
      thence South 42° 17’ 47” East a distance of 75.00 feet to a point; thence South
      02° 42’ 13” West a distance of 20.42 feet to a point; thence South 87° 17’ 47”
East a distance of 101.33 feet to a point; thence North 00° 00’ 00” East a
      distance of 211.03 feet to a point; thence North 47° 42’ 11” East a distance of
      105.51 feet to a point; thence North 48° 42’ 12” East a distance of 103.91 feet
      to a point; thence along a curve to the left an arc distance of 150.75 feet
      (said curve having a radius of 1317.92 feet, a chord distance of 150.67 feet,
      and a chord bearing of North 41° 59’ 43” East) to a point; thence along a curve
      to the left an arc distance of 37.41 feet (said curve having a radius of 23.00
      feet, a chord distance of 33.42 feet, and a chord bearing of North 07° 52’ 36”
West) to a point; thence along a curve to the left an arc distance of 44.69
      feet
      (said curve having a radius of 78.00 feet, a chord distance of 44.08 feet,
      and a
      chord bearing of North 70° 53’ 04” West) to a point; thence North 87° 17’ 49”
West a distance of 129.20 feet to a point; thence South 02° 42’ 11” West a
      distance of 10.75 feet to a point; thence North 87° 17’ 49” West a distance of
      77.00 feet to a point; thence South 02° 42’ 11” West a distance of 22.00 feet to
      a point; thence North 87° 17’ 49” West a distance of 60.67 feet to a point;
      thence North 02° 42’ 11” East a distance of 22.00 feet to a point; thence North
      87° 17’ 49” West a distance of 193.33 feet to a point; thence North 02° 42’ 11”
East a distance of 279.00 feet to a point being the TRUE POINT OF BEGINNING,
      said tract containing 13.065 acres as shown on As-Built Survey for Concourse
      VI
      Associates, JV Georgia One, Inc., Lawyers Title Insurance Corporation and Ticor
      Title Insurance Company of California, prepared by Benchmark Engineering
      Corporation, bearing the certification of Dennis Huff, Georgia Registered Land
      Surveyor No. 2337, dated September 12, 1991.









B-2


**EXHIBIT
      “C”**




**WORK
      AGREEMENT FOR**


**COMPLETION
      OF THE PREMISES**




Landlord
      and Tenant executed a Lease for Premises on the fifteenth (15th) floor of the
      Building and hereby attach this Work Agreement to said Lease as Exhibit “C”
thereto. To induce Tenant to enter into the Lease and in consideration of the
      mutual covenants herein contained, Landlord and Tenant agree as
      follows:




**ARTICLE
      1 - DEFINITIONS**




The
      following terms shall have the meanings described below. Terms not defined
      herein shall have the meaning given in the Lease:




Allowance shall
      mean Fifteen and No/100t Dollars ($15.00) multiplied by the number of rentable
      square feet in the Premises.




Architect shall
      mean Veenendaal Cave, Inc.




Base
      Building Improvements shall
      mean Building Standard improvements to be constructed or installed in the
      Building.




Building
      Plans and Specifications shall
      mean the final drawings and specifications for Base Building
      Improvements.




Building
      Standard Materials shall
      mean such materials described in the Building Plans and Specifications, or
      materials of comparable quality substituted therefor by Landlord. Except for
      Building Standard Hardware and items pre-installed by Landlord, Tenant may,
      but
      is not obligated to, purchase Building Standard Materials. Tenant shall be
      obligated to buy Building Standard Hardware and all items pre-installed by
      Landlord. Tenant may also be obligated to utilize and pay for certain other
      Building Standard Materials in accordance with Section 3.01(c)
      herein.




Contractor shall
      mean the party selected in accordance with Article 5 herein to do the Tenant
      Improvements.




Change
      Order shall
      mean any alteration, substitution, addition or change to or in the Tenant Space
      Plans or Tenant Improvement Construction Documents requested by Tenant after
      the
      same have been consented to by Landlord.




Completion
      Date shall
      mean the date of Substantial Completion of Tenant Improvements under the Tenant
      Improvement Construction Documents (except Punchlist Items).




Construction
      Contract shall
      mean the agreement to be entered between Landlord and Contractor for the
      construction of the Tenant Improvements.




C-1




Punchlist
      Items shall
      mean those items not completed in the Premises at the time of the Substantial
      Completion, as identified in a written list, which do not substantially
      interfere with Tenant’s use or enjoyment of the Premises.




Substantial
      Completion or Substantially Complete shall be
      as described in Section 3.04 hereof.




Tenant’s
      Costs shall
      mean the aggregate of (a) all costs and expenses of constructing the Tenant
      Improvements that are in excess of the Allowance, and (b) all costs and expenses
      related to the design (including any revision and redesign costs) of the Tenant
      Improvements.




Tenant
      Improvements shall
      mean all improvements constructed or installed in or on the Premises in
      accordance with the Tenant Improvement Construction Documents.




Tenant
      Improvement Costs shall
      mean the aggregate cost for the Tenant Improvements, approved by Tenant in
      accordance with Section 3.01 hereof, together with the cost of any Change Orders
      as provided in Section 3.05 hereof.




Tenant
      Improvement Construction Documents shall
      mean the working drawings, specifications and finish schedules for the Tenant
      Improvements prepared by Architect and consented to by Tenant in accordance
      herewith.




Tenant
      Space Plans shall
      mean the schematic presentation of the Premises prepared by Architect and
      consented to by Tenant in accordance herewith.




Tenant’s
      Work shall
      mean all work in or about the Premises not within the scope of the work
      necessary to construct the Tenant Improvements, such as (by way of illustration
      and not limitation) delivering and installing furniture, telephone equipment
      and
      wiring and office equipment.




Working
      Day shall
      mean the period from 9:00 A.M. until 5:00 P.M. on any Monday through Friday,
      excluding federal and Georgia state holidays. By way of illustration, any period
      described in this Work Letter as expiring at the end of the third (3rd) Working
      Day after receipt of a document, then: (i) if receipt occurs at 9:01 A.M. on
      Monday, said period shall expire at 5:00 P.M. on the following Thursday; and
      (ii) if receipt occurs at 4:59 P.M. on Wednesday, the period shall expire at
      5:00 P.M. on the following Monday.




**ARTICLE
      2. TENANT SPACE PLANS AND TENANT**


**IMPROVEMENT
      PLANS AND SPECIFICATIONS**




Section
      2.01 Schedule for Preparation




Landlord
      shall contract with Architect for the preparation of the Tenant Space Plans
      and
      Tenant Improvement Construction Documents. Tenant Space Plans and Tenant
      Improvement Construction Documents for the Tenant Improvements shall be prepared
      by Architect and consented to by Tenant as provided hereinbelow. Tenant Space
      Plans shall be prepared and sealed by an architect licensed in
      Georgia.




C-2




1.
            As
                soon as reasonably possible (but in no event later than ten (10)
                Working
                Days after the full execution and delivery of the Lease) Tenant shall
                provide Architect all specifications, information and documents necessary
                to enable Architect to prepare the Tenant Space
                Plans.




2.
            Within
                ten (10) Working Days after receipt of all items described in Section
                2.01(1) above, Architect shall prepare and deliver to Tenant the
                Tenant
                Space Plans.




3.
            By
                the end of the third (3rd) full Working Day after receipt of the
                Tenant
                Space Plans, Tenant shall review and resubmit the same to Architect,
                either with Tenant’s consent or with Tenant’s comments
                thereto.




4.
            By
                the end of the third (3rd) full Working Day after receipt of Tenant’s
                comments to the Tenant Space Plans, Architect shall resubmit to Tenant
                the
                Tenant Space Plans with such changes or information as requested
                by
                Tenant.




5.
            This
                process described in Section 2.01(2),(3) and (4) shall continue until
                Tenant has satisfied itself that such proposed Tenant Space Plans
                are
                acceptable, but once Tenant Space Plans have been resubmitted to
                Tenant,
                Tenant shall confine Tenant’s comments thereupon only to the changes made
                by Architect or changes requested by Tenant to the prior submission
                of
                Tenant Space Plans, but not made by Architect. Once Tenant has satisfied
                itself that such proposed Tenant Space Plans are acceptable Tenant
                shall
                notify Landlord, and the Tenant Space Plans as so consented to by
                Tenant
                shall constitute the final Tenant Space Plans. When Tenant gives
                such
                final consent, Landlord shall notify Tenant of the amount of time
                Landlord
                estimates, in Landlord’s reasonable judgment, Substantial Completion of
                Tenant Improvements within the portion of the Premises shown on such
                Tenant Space Plans will require.




6.
            After
                final consent to the Tenant Space Plans, Architect shall prepare
                and
                deliver to Tenant the prepared Tenant Improvement Construction
                Documents.




7.
            By
                the end of the third (3rd) full Working Day after receipt of the
                Tenant
                Improvement Construction Documents, Tenant shall review and resubmit
                the
                same to Architect, either with Tenant’s consent or comments
                thereto.




8.
            By
                the end of the third (3rd) full Working Day after receipt of Tenant’s
                comments to the Tenant Improvement Construction Documents, Architect
                shall
                resubmit to Tenant the Tenant Improvement Construction Documents
                with such
                changes or information as requested by
                Tenant.




9.
            The
                process described in Section 2.01(6), (7) and (8) shall continue
                until
                Tenant is satisfied that such proposed Tenant Improvement Construction
                Documents are acceptable, but once Tenant Improvement Construction
                Documents have been resubmitted to Tenant, Tenant shall confine Tenant’s
                comments thereupon only to changes made by Architect or the changes
                requested by Tenant to the prior submission of Tenant Improvement
                Construction Documents, but not made by Architect. Once Tenant is
                satisfied that such proposed Tenant Improvement Construction Documents
                are
                acceptable, Tenant shall notify Landlord, and the Tenant Improvement
                Construction


C-3
  Documents
                  consented to by Tenant shall constitute the final Tenant Improvement
                  Construction Documents.


10.
            Any
                approval or consent by Landlord of any items submitted by Tenant
                to and/or
                reviewed by Landlord pursuant to this Work Letter shall be deemed
                to be
                strictly limited to an acknowledgment of approval or consent by Landlord
                thereto and shall not imply or be deemed to imply any representation
                or
                warranty by Landlord that the design is safe or structurally sound
                or will
                comply with any legal or governmental requirements. Any deficiency,
                mistake or error in design (expressly excluding the engineering drawings),
                although the same has the consent or approval of Landlord, shall
                be the
                sole responsibility of Tenant, and Tenant shall be liable for all
                costs
                and expenses which may be incurred and all delays suffered in connection
                with or resulting from any such deficiency, mistake or error in
                design.




**ARTICLE
      3. CONSTRUCTION OF TENANT IMPROVEMENTS**




Section
      3.01 Pricing of Tenant Improvements




(a) Within
      ten (10) Working Days after final approval of the Tenant Improvement
      Construction Documents, Landlord shall obtain a price proposal for the Tenant
      Improvements from Contractor. Such price proposal shall be subject to Tenant’s
      review and approval, which approval by Tenant shall not be unreasonably withheld
      or delayed. Should Tenant desire to seek adjustments of such price proposal,
      Tenant shall work promptly with Architect and Contractor to alter the Tenant
      Improvement Construction Documents to cause the price quotation to be acceptable
      to Tenant and to establish the Tenant Improvement Costs. Upon determination
      of
      the Tenant Improvement Costs and the written approval of the Tenant Improvement
      Construction Documents by Tenant, Tenant shall have given final approval of
      the
      same, and Landlord shall be authorized to proceed with contracting with
      Contractor for the construction and installation of the Tenant Improvements
      in
      accordance with the Tenant Improvement Construction Documents.




(b) Included
      in the pricing for the Tenant Improvements shall be the cost of those Building
      Standard Materials which Tenant is obligated to purchase under this Work Letter,
      which shall be purchased by Tenant in appropriate quantities for the Premises.
      The cost of such Building Standard Materials shall be charged against the
      Allowance, to the extent available.




(c) If
      Tenant
      has, as a part of any specifications for the Tenant Improvements, designated
      Building Standard Materials or a standard that allows for equivalent quality
      items and would permit the use of Building Standard Materials, Landlord shall
      have the right, at Landlord’s option and in Landlord’s sole discretion, to sell
      those Building Standard Materials to Tenant at the price given for such item
      (on
      a unit cost basis) by the bidder selected to perform that portion of the work
      which will be using the Building Standard Materials in question. Any such costs
      shall be charged against the Allowance, to the extent available.




Section
      3.02 Construction of Tenant Improvements.




Landlord
      will enter into a Construction Contract with Contractor to construct the Tenant
      Improvements.




C-4




Section
      3.03 Tenant Delay




If
      there
      is delay in achieving Substantial Completion of Tenant’s Improvements as a
      result of or in connection with:




A.
            Tenant’s
                failure to furnish any information or documents in accordance with
                this
                Work Letter;




B.
            Tenant’s
                request for materials, finishes or installations other than Building
                Standard Materials, finishes or
                installations;




C.
            Any
                Change Order, including any change in the Tenant Improvement Construction
                Documents made pursuant to Section 3.01 hereof and any failure by
                Tenant
                to respond to a “Change Order Effect Notice” within the time period
                required hereunder;




D.
            Tenant’s
                failure to respond within any of the time periods specified
                herein;




E.
            If
                in the performance or prosecution of Tenant’s Work, Tenant’s employees or
                agents interfere with or in any manner hinder Contractor from prosecuting
                to the fullest extent possible the Tenant Improvements work;
                or




F.
            Tenant’s
                failure to return properly executed original counterparts of this
                Lease to
                Landlord within three (3) Working Days after receipt from
                Landlord;




then
      such
      shall be a “Tenant Delay”, and for each of such day of Tenant Delay, Landlord
      shall have an additional day to complete the work required
      hereunder.




Section
      3.04 Completion of Premises




A.
            The
                Premises shall be Substantially Completed, as to any floor, and
                Substantial Completion shall have occurred, as to any floor, upon
                the
                following:




(i)
            Tenant
                Improvements shall have been completed as to the floor in substantial
                compliance with the Construction Contract, except for Punch List
                Items and
                otherwise sufficient so that Architect can execute the most recently
                published version of ATA form G704, titled “Certificate of Substantial
                Completion”; and




(ii)
            Landlord
                shall have obtained a certificate of occupancy (or evidence reasonable
                satisfactory to Tenant that upon completion of the Tenant’s Work, a
                certificate of occupancy will be issued) for the Premises in question,
                permitting use of the floor of the Premises in
                question;




provided,
      to t he
      extent
      compliance with the conditions set forth above would have occurred earlier
      but
      for Tenant Delay, then compliance with such condition shall be deemed to have
      occurred on the date it would have occurred but for the Tenant
      Delay.




C-5




Section
      3.05 Changes in Plans and Specifications




A.
      If at
      any time after the Tenant Improvement Costs are determined, Tenant desires
      to
      make Change Orders, Tenant shall submit to Landlord for pricing by Contractor
      working drawings and specifications for any and all such desired Change Order.
      Landlord shall respond to Tenant, within five (5) Working Days of such request
      by Tenant, with an estimate of the effect of such desired Change Order on Tenant
      Improvement Costs and the schedule of anticipated Substantial Completion (the
      “Change Order Effect Notice”). Tenant shall have three (3) Working Days to
      respond to such Change Order Effect Notice, with the authorization required
      hereunder, although Tenant may, within said three (3) Working Day period,
      request more time to finally respond to the Change Order Effect Notice. A
      failure by Tenant to respond to any such Change Order Effect Notice shall be
      denial of consent, and, upon denial, Contractor shall proceed with its work
      in
      accordance with the Tenant Improvement Construction Documents. Once the cost
      and
      the schedule change, if any, for such Change Order has been approved by Tenant,
      all references in this Work Agreement to the “Tenant Improvement Construction
      Documents” shall be to the Tenant Improvement Construction Documents, as changed
      pursuant to this Section 3.05, and all references to “Tenant Improvement Costs”
shall include the net aggregate approved cost for the Change Orders determined
      in this Section 3.05 (after taking into account any savings affected by such
      Change Order), except that there may be a fee charged by the Tenant Improvement
      Contractor for any Change Order which reduces Tenant Improvement
      Costs.




B.
      Once
      the Change Order, the costs therefor and the schedule change associated
      therewith have been approved and a form evidencing such approval executed by
      Tenant, satisfactory to Landlord, is delivered to Landlord, Tenant shall have
      given full authorization to Landlord to cause Contractor to proceed with the
      work of constructing the Tenant Improvements in accordance with the Tenant
      Improvement Construction Documents as so modified; provided that any changes
      required by Tenant which constitute a material deviation from the previously
      approved Tenant Improvement Construction Documents shall be effective only
      after
      the approval of Landlord, not to be unreasonably withheld or delayed, unless
      such change would result in a material delay in the completion of the work
      being
      done by Contractor.




Section
      3.06 General Provisions Applicable to Tenant’s Work




1.
            Landlord
                will require a high grade, first-class operation to be conducted
                in the
                Premises. Tenant’s Work shall be performed in a first-class mariner, using
                new and first-class, quality materials. Tenant’s Work shall be constructed
                and installed in accordance with all applicable laws, ordinances,
                codes
                and rules and regulations of governmental authorities. Tenant shall
                promptly correct any of Tenant’s Work which is not in conformance
                therewith.




2.
            Landlord
                shall use reasonable efforts to give notice to Tenant of the projected
                date by which Landlord shall have completed Tenant Improvements at
                least
                seven (7) days prior to said date, so Tenant has access to the Premises
                for the performance of Tenant’s Work. Tenant shall commence the
                performance of such work and diligently pursue such work to completion.
                Tenant’s contract parties and subcontractors shall be subject to
                administrative supervisions by Landlord in their use of the Building
                and
                their relationship with Contractor, or contractors of other tenants
                in the
                Building. The entry by Tenant and/or its contract parties into the
                Premises for the performance of Tenant’s Work
                shall


C-6
  2.
              be
                  subject to the Lease, except the payment of Rent. If Landlord allows
                  Tenant and/or its contract parties to enter the Premises and commence
                  the
                  performance of Tenant’s Work prior to the Completion Date, such entry by
                  Tenant shall be at Tenant’s sole
                  risk,


3.
            Tenant’s
                Work shall be coordinated and conducted to maintain harmonious labor
                relations and not (a) to interfere unreasonably with or to delay
                the
                completion of any work being performed by Contractor or by any other
                tenant in the Building; or (b) to interfere with or disrupt the use
                and
                peaceful enjoyment of other tenants in the Building. Contractor shall
                have
                priority over Tenant’s Work.




4.
            Tenant
                and Tenant’s contract parties shall perform their work, including any
                storage for construction purposes, within the Premises only. Tenant
                shall
                be responsible for removal, as needed, from the Premises and the
                Building
                of all trash, rubbish, and surplus materials resulting from any work
                being
                performed in the Premises. Tenant shall exercise extreme care and
                diligence in removing such trash, rubbish, or surplus materials from
                the
                Premises to avoid littering, marring, or damaging any portion of
                the
                Building. If any such trash, rubbish, or surplus materials are not
                promptly removed from the Building in accordance with the provisions
                hereof or if any portion of the Building is littered, marred, or
                damaged,
                Landlord may cause same to be removed or repaired, as the case may
                be, at
                Tenant’s cost and expense. Tenant shall pay Landlord the amount of any
                such cost and expenses promptly upon demand
                therefor.




**ARTICLE
      4. PAYMENT OF COSTS**




Section
      4.01 Allowance for Tenant Improvement Costs




Landlord
      shall pay the Tenant Improvement Costs, up to, but not in excess of, the
      Allowance. The Allowance is applicable to Tenant Improvements. Tenant shall
      have
      the right to apply up to $6.00 per rentable square foot of the Allowance towards
      the cost of data cabling, furniture, fixtures and moving expenses.
      Notwithstanding the foregoing, the costs of furnishing new ceiling tile and
      standard building lighting throughout the Premises shall be provided by Landlord
      at its sole cost and expense and shall not be applied to the
      Allowance.




Section
      4.02 Tenant’s Costs




Tenant
      shall pay Tenant’s Costs to Landlord, including:




1.
            Tenant
                Improvement Costs (if any) in excess of the
                Allowance;




2.
            The
                cost of preparing and finalizing all drawings and specifications,
                and all
                fees for architects, engineers, interior designers, and other
                professionals and design specialists incurred by Landlord or Tenant
                in
                connection with the Tenant Improvements;
                and




3.
            A
                construction supervision fee equal to three percent (3%) of the total
                cost
                of all work associated with the Tenant Improvements. Such fee shall
                be
                paid to Landlord or Landlord’s designated agent, and may be funded
                out of the Allowance, to the extent
                available.




C-7




Section
      4,03 Payment of Tenant’s Costs




Tenant
      shall pay Tenant’s Costs to Landlord prior to commencement of construction of
      the Tenant Improvements upon Tenant’s receipt from Landlord of an invoice for
      such costs. Failure by Tenant to pay Tenant’s Costs in accordance with this
      Article 4 will constitute a failure by Tenant to pay Rent when due under the
      Lease.




**ARTICLE
      5. CONTRACTOR REQUIREMENTS**




A.
            The
                prospective bidders for the engagement as “Contractor” shall be three (3),
                including:




(i)
            Raven
                Construction




(ii)
            Cecil
                B. Malone Company




(iii)
            Double
                T Contracting, Inc.




Landlord
      and Tenant shall in their respective reasonable judgment, agree on the remaining
      list of Contractors not filled in above as authorized to be a prospective
      bidder.




B.
            Landlord
                shall be responsible for preparing bid instructions to prospective
                contractors. Landlord shall receive, qualify and determine the
                responsiveness of all bids. However, Tenant may elect to perform
                any bid
                related functions in lieu of Landlord or elect to review Landlord’s
                preparation of same. If Tenant elects to perform such services, Landlord
                shall have the right to review such work and
                services.




C.
            All
                bids from such potential contractors shall be required to be submitted
                on
                or before ten (10) business days after such potential contractors’ receipt
                from Landlord of Tenant Space Plans or Building Plans and Specifications
                sufficient to generate a bid with a maximum price quoted. From such
                bids,
                Tenant shall select Contractor.




**ARTICLE
      6. DESIGNATION OF REPRESENTATIVES**




Section
      6.01 Landlord’s Agent




Landlord
      hereby designates Stacey Milam to act as its authorized representative on this
      Work Agreement. Any response from such person under this Work Agreement shall
      be
      the response of Landlord.




Section
      6.02 Tenant’s Agent




Tenant
      hereby designates Bruce Layman to act as its authorized representative on this
      Work Agreement. Any response from such person under this Work Agreement shall
      be
      the response of Tenant.




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Section
      6.03 Mutual Cooperation




Landlord’s
      Agent and Tenant’s Agent shall cooperate with one another in coordinating
      Substantial Completion of Tenant’s Work, and in controlling and minimizing the
      time and costs of the Tenant Improvements and Tenant Work.




**ARTICLE
      7. ADA COMPLIANCE**




Section
      7.01 Building




Tenant
      shall not be obligated to pay for Building compliance with the Americans with
      Disabilities Act (“ADA”), unless such compliance arises out of Tenant’s specific
      use of the Premises and Building.




Section
      7.02 Tenant’s Improvements




Tenant
      Improvements shall be and Tenant shall cause the Tenant Space Plan to be in
      compliance with the ADA, to the extent the ADA requirements are applicable
      and
      mandatory and are not voluntary (but not mandatory) for such Tenant
      Improvements.









C-9


**EXHIBIT
      “D”**




**Acceptance
      of Premises and**


**Memorandum
      Confirming Term**




THIS
      MEMORANDUM (“Memorandum”) is made as of __________, 20__ between
      _________________________ (“Landlord”) and
      _______________________________ ,
      a
      _________________ (“Tenant”), pursuant to that certain Lease Agreement between
      Landlord and Tenant dated as of ___________, 20___ (the “Lease”) for the
      premises located at __________________________ (the “Premises”) and more
      particularly described in the Lease. All initial-capitalized terms used in
      this
      Memorandum have the meanings ascribed to them in the Lease.




1.  Landlord
      and Tenant hereby confirm that:




(a)  The
      Commencement Date of the Term is  ,
      20  ,




(b)  The
      Expiration Date of the Term is  ,
      20_;
      and




(c)  The
      date
      rental commences under the Lease is  ,
      20




2.  Tenant
      hereby confirms that:




(a)  All
      commitments, arrangements or understandings made to induce Tenant to enter
      into
      the Lease have been satisfied;




(b)  All
      space
      and improvements have been completed and furnished in accordance with the
      provisions of the Lease; and




(c)  Tenant
      has accepted and is in full and complete possession of the
      Premises.




3.  This
      Memorandum shall be binding upon and inure to the benefit of the parties and
      their permitted successors and assigns.









IN
      WITNESS WHEREOF, the parties have executed this Memorandum as of the date first
      set forth above.






LANDLORD:
            TENANT:By: ______________________
            By: ______________________Authorized
                Representative
            Its:
              ______________________




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**EXHIBIT
      “E”**




**RULES
      AND REGULATIONS**




The
      rules
      and regulations set forth in this Exhibit shall be and hereby are made a part
      of
      the Lease to which they are attached. Whenever the term “Tenant” is used in
      these rules and regulations, it shall be deemed to include Tenant, its employees
      or agents and any other persons permitted by Tenant to occupy or enter the
      Premises. The following rules and regulations may from time to time be modified
      by Landlord in the manner set forth in Paragraph 29 of the Lease.




1.  Obstruction .
      The
      sidewalks, entries, passages, corridors, halls, lobbies, stairways, elevators
      and other common facilities of the Building shall be controlled by Landlord
      and
      shall not be obstructed by Tenant or used for any purposes other than ingress
      or
      egress to and from the Premises. Tenant shall not place any item in any of
      such
      locations, whether or not any such item constitutes an obstruction, without
      the
      prior written consent of Landlord. Landlord shall have the right to remove
      any
      obstruction or any such item without notice to Tenant and at the expense of
      Tenant. The floors, skylights and windows that reflect or admit light into
      any
      place in said Building shall not be covered or obstructed by
      Tenant.




2.  Ordinary
      Business Hours .
      Whenever used in the Lease or in these rules and regulations, the ordinary
      business hours of the Building shall be from 8:00 A.M. to 6:00 P.M. Monday
      through Friday and 8:00 A.M. to 1:00 P.M. Saturday of each week, excluding
      the
      legal holidays of New Year’s Day, Memorial Day, Independence Day, Labor Day,
      Thanksgiving Day, Christmas Day, and any other holidays observed by owners
      of
      comparable buildings.




3.  Deliveries .
      Tenant
      shall insure that all deliveries of supplies to the Premises shall be made
      only
      upon the elevator designated by Landlord for deliveries and only during the
      ordinary business hours of the Building. If any person delivering supplies
      to
      Tenant damages the elevator or any other part of the Building, Tenant shall
      pay
      to Landlord upon demand the amount required to repair such damage.




4.  Moving .
      Furniture and equipment shall be moved in or out of the Building only upon
      the
      elevator designated by Landlord for deliveries and then only during such
      reasonable hours and in such manner as may be prescribed by Landlord. Landlord
      shall have the right to approve or disapprove the movers or moving company
      employed by Tenant and Tenant shall cause such movers to use only the loading
      facilities and elevator designated by Landlord. If Tenant’s movers damage the
      elevator or any other part of the Building, Tenant shall pay to Landlord upon
      demand the amount required to repair such damage.




5.  Heavy
      Articles .
      No safe
      or article the weight of which may, in the reasonable opinion of Landlord,
      constitute a hazard or damage to the Building or its equipment, shall be moved
      into the Premises. Landlord shall have the right to designate the location
      of
      such articles in the Premises. Safes and other heavy equipment, the weight
      of
      which will not constitute a hazard or damage the Building or its equipment
      shall
      be moved into, from or about the Building only during such hours and in such
      manner as shall be reasonably prescribed by Landlord.




6.  Nuisance .
      Tenant
      shall not do or permit anything to be done in the Premises, or bring or keep
      anything therein which would in any way constitute a nuisance or waste, or




E-1




obstruct
      or interfere with the rights of other tenants of the Building, or in any way
      injure or annoy them, or conflict with the laws relating to fire, or with any
      regulations of the fire department or with any insurance policy upon the
      Building or any part thereof, or conflict with any of the rules or ordinances
      of
      any governmental authority having jurisdiction over the Building.




7.  Building
      Security .
      Landlord may restrict access to and from the Premises and the Building outside
      of the ordinary business hours of the Building. Landlord may require
      identification of persons entering and leaving the Building during this period
      and, for this purpose, may issue Building passes to tenants of the
      Building.




8.  Pass
      Key .
      The
      janitor of the Building may at all times keep a pass key to the Premises, and
      he
      and other agents of Landlord shall at all reasonable times be allowed admittance
      to the Premises.




9.  Locks
      and Keys for Premises .
      No
      additional lock or locks shall be placed by Tenant on any door in the Building
      and no existing lock shall be changed unless the written consent of Landlord
      shall first have been obtained. A reasonable number of keys to the Premises
      and
      to the toilet rooms, if locked by Landlord, will be furnished by Landlord,
      and
      Tenant shall not have any duplicate key made. At the termination of this tenancy
      Tenant shall promptly return to Landlord all keys to the Building, Premises
      and
      toilet rooms.




10.  Signs .
      Signs
      on Tenant’s entrance doors will be provided for Tenant by Landlord, the cost of
      the signs to be charged to and paid for by Tenant. No advertisement, sign or
      other notice shall be inscribed, painted or affixed on any part of the outside
      or inside of the Building, except upon the interior doors as permitted by
      Landlord, which advertisement, signs, or other notices shall be of Building
      standard order, size and style, and at such places as shall be designated by
      Landlord.




11.  Use
      of
      Water Fixtures .
      Water
      closets and other water fixtures shall not be used for any purpose other than
      that for which the same are intended, and any damage resulting to the same
      from
      misuse on the part of Tenant shall be paid for by Tenant. No person shall waste
      water by tying back or wedging the faucets or in any other manner.




12.  No
      Animals, Excessive Noise .
      No
      animals shall be allowed in the offices, halls, corridors and elevators in
      the
      Building. No person shall disturb the tenants of this or adjoining buildings
      or
      space by the use of any radio or musical instrument or by the making of loud
      or
      improper noises.




13.  Bicycles .
      Bicycles or other vehicles shall not be permitted anywhere inside or on the
      sidewalks outside of the Building, except in those areas designated by Landlord
      for bicycle parking.




14.  Trash .
      Tenant
      shall not allow anything to be placed on the outside of the Building, -nor
      shall
      anything be thrown by Tenant out of the windows or doors, or down the corridors,
      elevator shafts, or ventilating ducts or shafts of the Building. All trash
      shall
      be placed in receptacles provided by Tenant on the Premises or in any
      receptacles provided by Landlord for the Building.




E-2




15.  Windows
      and Entrance Doors .
      Window
      shades, blinds or curtains of a uniform Building standard, color and pattern
      only shall be used throughout the Building to give uniform color exposure
      through exterior windows. Exterior blinds shall remain in the lowered position
      at all times to provide uniform exposure from the outside. Tenant entrance
      doors
      should be kept closed at all times in accordance with the fire
      code.




16.  Hazardous
      Operations and Items .
      Tenant
      shall not install or operate any steam or gas engine or boiler, or carry on
      any
      hazardous business in the Premises without Landlord’s prior written consent,
      which consent may be withheld in Landlord’s absolute discretion. The use of oil,
      gas or inflammable liquids for heating, lighting or any other purpose is
      expressly prohibited. Explosives or other articles deemed extra hazardous shall
      not be brought into the Building.




17.  Hours
      for Repairs, Maintenance and Alterations .
      Any
      repairs, maintenance and alterations required or permitted to be done by Tenant
      under the Lease shall be done only during the ordinary business hours of the
      Building unless Landlord shall have first consented in writing to such work
      being done outside of such times. If Tenant desires to have such work done
      by
      Landlord’s employees on Saturdays, Sundays, holidays or weekdays outside of
      ordinary business hours, Tenant shall pay the extra cost of such
      labor.




18.  No
      Defacing of Premises .
      Except
      as permitted by Landlord, Tenant shall not mark upon, cut, drill into, drive
      nails or screws into, or in any way deface the doors, walls, ceilings, or floors
      of the Premises or of the Building, nor shall any connection be made to the
      electric wires or electric fixtures without the consent in writing on each
      occasion of Landlord or its agents. Any defacement, damage or injury to the
      Premises or Building caused by Tenant shall be paid for by Tenant. Nothing
      contained in this Paragraph shall prohibit Tenant from decorating the walls
      of
      the Premises with such items as are normally found in first-class, commercial
      office buildings, so long as such items are no heavier than twenty (20)
      pounds.




19.  Limit
      on Equipment .
      Tenant
      shall not, without Landlord’s prior written consent, which consent shall not be
      unreasonably withheld or delayed, install or operate any equipment which will
      consume in conjunction with Tenant’s other equipment throughout the Premises, an
      amount of electricity which exceeds that provided for under the Lease. If Tenant
      requires any interior wiring such as for a business machine, intercom, printing
      equipment or copying equipment, such wiring shall be done by the electrician
      of
      the Building only at Tenant’s expense, and no outside wiring persons shall be
      allowed to do work of this kind unless by the written consent of Landlord or
      its
      representatives. If telegraphic or telephonic service is desired, the wiring
      for
      same shall be done as directed by the electrician of the Building or by some
      other employee of Landlord who may be instructed by the superintendent of the
      Building to supervise same, and no boring or cutting for wiring shall be done
      unless approved by Landlord or its representatives, as stated.




20.  Solicitation .
      Landlord reserves the right to restrict, control or prohibit canvassing,
      soliciting and peddling within the Building. Tenant shall not grant any
      concessions, licenses or permission for the sale or taking of orders for food
      or
      services or merchandise in the Premises, nor install or permit the installation
      or use of any machine or equipment for dispensing goods or foods or beverages
      in
      the Building, nor permit the preparation, serving, distribution or delivery
      of
      food or beverages in the Premises without the approval of Landlord and in
      compliance with arrangements prescribed by Landlord. Only persons approved
      in
      writing by Landlord shall be




E-3




permitted
      to serve, distribute, or deliver food and beverages within the Building, or
      to
      use the elevators or public areas of the Building for that purpose.




21.  Doors .
      Doors
      for entrance to and exit from the Premises shall be kept closed at all times,
      except when in use for entering or exiting the Premises.




22.  Captions .
      The
      caption for each of these rules and regulations is added as a matter of
      convenience only and shall be considered of no effect in the construction of
      any
      provision or provisions of these rules and regulations.




23.  No
      Smoking .
      Landlord shall prohibit smoking in any area other than certain designated
      smoking areas in the Building. Landlord shall notify Tenant of such designated
      areas from time to time.




24.  No
      Use
      of Balconies .
      Tenant
      shall not have the right to use or have access to the balconies of the
      Building.









E-4


**EXHIBIT
      “F”**




**SPECIAL
      STIPULATIONS**




Special
      Stipulations to Office Lease Agreement, dated ________________, 2005, by and
      between 485 PROPERTIES, LLC, a Delaware limited liability company, as
“Landlord,” and AMERICAN TELECOM SERVICES, INC, a Delaware corporation, as
“Tenant.” In the event of any conflict between the terms and conditions of any
      of the following Special Stipulations and the terms and conditions of the main
      text of this Lease or of any of the other Exhibits to this Lease, the terms
      and
      conditions of these Special Stipulations shall control. In addition to any
      other
      terms whose definitions are fixed and defined by these Special Stipulations,
      the
      terms used herein with the initial letter capitalized shall have the same
      meaning ascribed to them as set forth in the main text of this Lease or any
      of
      the other Exhibits. No inference or implication shall result from or
      interpretation be based upon the deletion or omission of words or material
      from
      the form on which this Lease appears or from a draft of this Lease, the words
      or
      material having been deleted or omitted being as though they were never in
      such
      form or draft.




NONE


















































F-1