[Net
      Lease]





**LEASE
      AGREEMENT**




THIS
      LEASE AGREEMENT is made this 23 rd  day
      of May ,
      2007,
      between ProLogis-Macquarie
      U.S. LLC("Landlord"), and the Tenant named below.





**Tenant:**
            
            Automated
                Interiors, LLC**Tenant’s
                Representative,**
            
            Bill
                Mann**Address,
                and Telephone:**
            
            101
                Marietta StreetSuite
                2600, 26th FloorAtlanta,,GA30303404-223-2221**Premises:**
            
            That
                portion of the Building, containing approximately11,006rentable square feet, as determined by Landlord, as shown on Exhibit
                A.**Project:**
            
            Westgate
                Industrial Center**Building:**
            
            Westgate
                Industrial Center #35290
                Westgate DriveSuite
                BAtlanta,GA30336**Tenant's
                Proportionate Share of Project:**
            
            1.630%
                (673,399 SF in Project)**Tenant's
                Proportionate Share of Building:**
            
            13.420%
                (82,035 SF in Building)**Lease
                Term:**
            
            Beginning
                on the Commencement Date and ending on the last day of the60thfull
                calendar month thereafter.**Commencement
                Date:**
            
            The
                latter of May 1, 2007 or upon Substantial Completion of Initial
                Improvements as written in Addendum 5.**Initial
                Monthly Base Rent:**
            
            See
                Addendum 1**Initial
                Estimated Monthly Operating Expense Payments:**
            
            1.
                Utilities:(estimates
                only and subject to adjustment to actual costs and expenses according
                to
                the provisions of this Lease)
            
            2.
                Common Area Charges (C.A.M):
                
                3.
                  Taxes:
            $302.67
              
              $348.524.
                Insurance:
            $68.795.
                Others:
            (Included
              in
              C.A.M.)**Initial
                Estimated Monthly Operating Expense Payments:**
            
            $719.98**Initial
                Monthly Base Rent and Operating Expense Payments:**
            
            $3,150.47**Security
                Deposit:**
            
            $13,150.47**Broker:**
            
            Ross
                C. "Buddy" Shaw, Jr.-Shaw
                & Associates**Addenda:**
            
            1.
                Base Rent Adjustments 2. HVAC Maintenance Contract 3. Move Out Conditions
                4. Sign Specifications 5. Construction (Turnkey) 6. Miscellaneous
                Provisions**Exhibits:**
            
            A.
                Site Plan B. Construction
                Guidelines











1.  **Granting
      Clause** .
      In
      consideration of the obligation of Tenant to pay rent as herein provided and
      in
      consideration of the other terms, covenants, and conditions hereof, Landlord
      leases to Tenant, and Tenant takes from Landlord, the Premises, to have and
      to
      hold for the Lease Term, subject to the terms, covenants and conditions of
      this
      Lease.





2.  **Acceptance
      of Premises** .
      Tenant
      shall accept the Premises in its condition as of the Commencement Date, subject
      to all applicable laws, ordinances, regulations, covenants and restrictions.
      Landlord has made no representation or warranty as to the suitability of the
      Premises for the conduct of Tenant's business, and Tenant waives any implied
      warranty that the Premises are suitable for Tenant's intended purposes. Except
      as provided in Paragraph 10, in no event shall Landlord have any obligation
      for
      any defects in the Premises or any limitation on its use. The taking of
      possession of the Premises shall be conclusive evidence that Tenant accepts
      the
      Premises and that the Premises were in good condition at the time possession
      was
      taken except for items that are Landlord's responsibility under Paragraph 10
      and
      any punchlist items agreed to in writing by Landlord and
      Tenant.


3.  **Use** .
      The
      Premises shall be used only for the purpose of receiving, storing, shipping
      and
      selling (but limited to wholesale sales) products, materials and merchandise
      made and/or distributed by Tenant and for such other lawful purposes as may
      be
      incidental thereto; provided, however, with Landlord's prior written consent,
      Tenant may also use the Premises for light manufacturing. Tenant shall not
      conduct or give notice of any auction, liquidation, or going out of business
      sale on the Premises. Tenant will use the Premises in a careful, safe and proper
      manner and will not commit waste, overload the floor or structure of the
      Premises or subject the Premises to use that would damage the Premises. Tenant
      shall not permit any objectionable or unpleasant odors, smoke, dust, gas, noise,
      or vibrations to emanate from the Premises, or take any other action that would
      constitute a nuisance or would disturb, unreasonably interfere with, or endanger
      Landlord or any tenants of the Project. Outside storage, including without
      limitation, storage of trucks and other vehicles, is prohibited without
      Landlord's prior written consent. Tenant, at its sole expense, shall use and
      occupy the Premises in compliance with all laws, including, without limitation,
      the Americans With Disabilities Act, orders, judgments, ordinances, regulations,
      codes, directives, permits, licenses, covenants and restrictions now or
      hereafter applicable to the Premises (collectively, "Legal Requirements").
      The
      Premises shall not be used as a place of public accommodation under the
      Americans With Disabilities Act or similar state statutes or local ordinances
      or
      any regulations promulgated thereunder, all as may be amended from time to
      time.
      Tenant shall, at its expense, make any alterations or modifications, within
      or
      without the Premises, that are required by Legal Requirements related to
      Tenant's use or occupation of the Premises. Tenant will not use or permit the
      Premises to be used for any purpose or in any manner that would void Tenant's
      or
      Landlord's insurance, increase the insurance risk, or cause the disallowance
      of
      any sprinkler credits. If any increase in the cost of any insurance on the
      Premises or the Project is caused by Tenant's use or occupation of the Premises,
      or because Tenant vacates the Premises, then Tenant shall pay the amount of
      such
      increase to Landlord. Any occupation of the Premises by Tenant prior to the
      Commencement Date shall be subject to all obligations of Tenant under this
      Lease.




4.  **Base
      Rent** .
      Tenant
      shall pay Base Rent in the amount set forth above. The first month's Base Rent,
      the Security Deposit, and the first monthly installment of estimated Operating
      Expenses (as hereafter defined) shall be due and payable on the date hereof,
      and
      Tenant promises to pay to Landlord in advance, without demand, deduction or
      set-off, monthly installments of Base Rent on or before the first day of each
      calendar month succeeding the Commencement Date. Payments of Base Rent for
      any
      fractional calendar month shall be prorated. All payments required to be made
      by
      Tenant to Landlord hereunder (or
      to
      such other party as Landlord may from time to time specify in writing) shall
      be
      made by Electronic Fund Transfer (“EFT”) of immediately available federal funds
      before 11:00 a.m., Eastern Time, at such place, within the continental United
      States, as Landlord may from time to time designate to Tenant in
      writing .
      The
      obligation of Tenant to pay Base Rent and other sums to Landlord and the
      obligations of Landlord under this Lease are independent obligations. Tenant
      shall have no right at any time to abate, reduce, or set-off any rent due
      hereunder except as may be expressly provided in this Lease. If Tenant is
      delinquent in any monthly installment of Base Rent or of estimated Operating
      Expenses for more than 5 days, Tenant shall pay to Landlord on demand a late
      charge equal to 8 percent of such delinquent sum. The provision for such late
      charge shall be in addition to all of Landlord's other rights and remedies
      hereunder or at law and shall not be construed as a penalty.





5.  **Security
      Deposit** .
      The
      Security Deposit shall be held by Landlord as security for the performance
      of
      Tenant's obligations under this Lease. The Security Deposit is not an advance
      rental deposit or a measure of Landlord's damages in case of Tenant's default.
      Upon each occurrence of an Event of Default (hereinafter defined), Landlord
      may
      use all or part of the Security Deposit to pay delinquent payments due under
      this Lease, and the cost of any damage, injury, expense or liability caused
      by
      such Event of Default, without prejudice to any other remedy provided herein
      or
      provided by law. Tenant shall pay Landlord on demand the amount that will
      restore the Security Deposit to its original amount. Landlord's obligation
      respecting the Security Deposit is that of a debtor, not a trustee; no interest
      shall accrue thereon. The Security Deposit shall be the property of Landlord,
      but shall be paid to Tenant when Tenant's obligations under this Lease have
      been
      completely fulfilled. Landlord shall be released from any obligation with
      respect to the Security Deposit upon transfer of this Lease and the Premises
      to
      a person or entity assuming Landlord's obligations under this Paragraph 5. Provided
      that no Event of Default shall then exist or would exist but for the passage
      of
      time or the giving of notice or both, then the Security Deposit shall decrease
      by $10,000 on the first day of the 25 th calendar month following the Commencement Date so that the Security Deposit
      shall thereafter be $3,150.47 throughout the remainder of the Lease
      Term.





6.  **Operating
      Expense Payments** .
      During
      each month of the Lease Term, on the same date that Base Rent is due, Tenant
      shall pay Landlord an amount equal to 1/12 of the annual cost, as estimated
      by
      Landlord from time to time, of Tenant's Proportionate Share (hereinafter
      defined) of Operating Expenses for the Project. Payments thereof for any
      fractional calendar month shall be prorated. The term "Operating Expenses"
      means
      all costs and expenses incurred by Landlord with respect to the ownership,
      maintenance, and operation of the Project including, but not limited to costs
      of: Taxes (hereinafter defined) and fees payable to tax consultants and
      attorneys for consultation and contesting taxes; insurance; utilities;
      maintenance, repair and replacement of all portions of the Project, including
      without limitation, paving and parking areas, roads, roofs (including
      the roof membrane) ,
      alleys,
      and driveways, mowing, landscaping, snow removal, exterior painting, utility
      lines, heating, ventilation and air conditioning systems, lighting, electrical
      systems and other mechanical and building systems; amounts paid to contractors
      and subcontractors for work or services performed in connection with any of
      the
      foregoing; charges or assessments of any association to which the Project is
      subject; property management fees payable to a property manager, including
      any
      affiliate of Landlord, or if there is no property manager, an administration
      fee
      of 15 percent of Operating Expenses payable to Landlord; security services,
      if
      any; trash collection, sweeping and removal; and additions or alterations made
      by Landlord to the Project or the Building in order to comply with Legal
      Requirements (other than those expressly required herein to be made by Tenant)
      or that are appropriate to the continued operation of the Project or the
      Building as a bulk warehouse facility in the market area, provided that the
      cost
      of additions or alterations that are required to be capitalized for federal
      income tax purposes shall be amortized on a straight line basis over a period
      equal to the lesser of the useful life thereof for federal income tax purposes
      or 10 years. Operating Expenses do not include costs, expenses, depreciation
      or
      amortization for capital repairs and capital replacements required to be made
      by
      Landlord under Paragraph 10 of this Lease, debt service under mortgages or
      ground rent under ground leases, costs of restoration to the extent of net
      insurance proceeds received by Landlord with respect thereto, leasing
      commissions, or the costs of renovating space for tenants.










If
      Tenant's total payments of Operating Expenses for any year are less than
      Tenant's Proportionate Share of actual Operating Expenses for such year, then
      Tenant shall pay the difference to Landlord within 30 days after demand, and
      if
      more, then Landlord shall retain such excess and credit it against Tenant's
      next
      payments. For purposes of calculating Tenant's Proportionate Share of Operating
      Expenses, a year shall mean a calendar year except the first year, which shall
      begin on the Commencement Date, and the last year, which shall end on the
      expiration of this Lease. With respect to Operating Expenses which Landlord
      allocates to the entire Project, Tenant's "Proportionate Share" shall be the
      percentage set forth on the first page of this Lease as Tenant's Proportionate
      Share of the Project as reasonably adjusted by Landlord in the future for
      changes in the physical size of the Premises or the Project; and, with respect
      to Operating Expenses which Landlord allocates only to the Building, Tenant's
      "Proportionate Share" shall be the percentage set forth on the first page of
      this Lease as Tenant's Proportionate Share of the Building as reasonably
      adjusted by Landlord in the future for changes in the physical size of the
      Premises or the Building. Landlord may equitably increase Tenant's Proportionate
      Share for any item of expense or cost reimbursable by Tenant that relates to
      a
      repair, replacement, or service that benefits only the Premises or only a
      portion of the Project or Building that includes the Premises or that varies
      with occupancy or use. The estimated Operating Expenses for the Premises set
      forth on the first page of this Lease are only estimates, and Landlord makes
      no
      guaranty or warranty that such estimates will be accurate.





7.  **Utilities** .
      Tenant
      shall pay for all water, gas, electricity, heat, light, power, telephone, sewer,
      sprinkler services, refuse and trash collection, and other utilities and
      services used on the Premises, all maintenance charges for utilities, and any
      storm sewer charges or other similar charges for utilities imposed by any
      governmental entity or utility provider, together with any taxes, penalties,
      surcharges or the like pertaining to Tenant's use of the Premises. Landlord
      may
      cause at Tenant's expense any utilities to be separately metered or charged
      directly to Tenant by the provider. Tenant shall pay its share of all charges
      for jointly metered utilities based upon consumption, as reasonably determined
      by Landlord. No interruption or failure of utilities shall result in the
      termination of this Lease or the abatement of rent. Tenant agrees to limit
      use
      of water and sewer for normal restroom use.





8.  **Taxes** .
      Landlord shall pay all taxes, assessments and governmental charges (collectively
      referred to as "Taxes") that accrue against the Project during the Lease Term,
      which shall be included as part of the Operating Expenses charged to Tenant.
      Landlord may contest by appropriate legal proceedings the amount, validity,
      or
      application of any Taxes or liens thereof. All capital levies or other taxes
      assessed or imposed on Landlord upon the rents payable to Landlord under this
      Lease and any franchise tax, any excise, transaction, sales or privilege tax,
      assessment, levy or charge measured by or based, in whole or in part, upon
      such
      rents from the Premises and/or the Project or any portion thereof shall be
      paid
      by Tenant to Landlord monthly in estimated installments or upon demand, at
      the
      option of Landlord, as additional rent; provided, however, in no event shall
      Tenant be liable for any net income taxes imposed on Landlord unless such net
      income taxes are in substitution for any Taxes payable hereunder. If any such
      tax or excise is levied or assessed directly against Tenant, then Tenant shall
      be responsible for and shall pay the same at such times and in such manner
      as
      the taxing authority shall require. Tenant shall be liable for all taxes levied
      or assessed against any personal property or fixtures placed in the Premises,
      whether levied or assessed against Landlord or Tenant.





9.  **Insurance** .
      Landlord shall maintain all risk property insurance covering the full
      replacement cost of the Building. Landlord may, but is not obligated to,
      maintain such other insurance and additional coverages as it may deem necessary,
      including, but not limited to, commercial liability insurance and rent loss
      insurance. All such insurance shall be included as part of the Operating
      Expenses charged to Tenant. The Project or Building may be included in a blanket
      policy (in which case the cost of such insurance allocable to the Project or
      Building will be determined by Landlord based upon the insurer's cost
      calculations). Tenant shall also reimburse Landlord for any increased premiums
      or additional insurance which Landlord reasonably deems necessary as a result
      of
      Tenant's use of the Premises.





Tenant,
      at its expense, shall maintain during the Lease Term: all risk property
      insurance covering the full replacement cost of all property and improvements
      installed or placed in the Premises by Tenant at Tenant's expense; worker's
      compensation insurance with no less than the minimum limits required by law;
      employer's liability insurance with such limits as required by law; and
      commercial liability insurance, with a minimum limit of $1,000,000 per
      occurrence and a minimum umbrella limit of $1,000,000, for a total minimum
      combined general liability and umbrella limit of $2,000,000 (together with
      such
      additional umbrella coverage as Landlord may reasonably require) for property
      damage, personal injuries, or deaths of persons occurring in or about the
      Premises. Landlord may from time to time require reasonable increases in any
      such limits. The commercial liability policies shall name Landlord as an
      additional insured, insure on an occurrence and not a claims-made basis, be
      issued by insurance companies which are reasonably acceptable to Landlord,
      not
      be cancelable unless 30 days' prior written notice shall have been given to
      Landlord, contain a hostile fire endorsement and a contractual liability
      endorsement and provide primary coverage to Landlord (any policy issued to
      Landlord providing duplicate or similar coverage shall be deemed excess over
      Tenant's policies). Such policies or certificates thereof shall be delivered
      to
      Landlord by Tenant upon commencement of the Lease Term and upon each renewal
      of
      said insurance.










The
      all
      risk property insurance obtained by Landlord and Tenant shall include a waiver
      of subrogation by the insurers and all rights based upon an assignment from
      its
      insured, against Landlord or Tenant, their officers, directors, employees,
      managers, agents, invitees and contractors, in connection with any loss or
      damage thereby insured against. Neither party nor its officers, directors,
      employees, managers, agents, invitees or contractors shall be liable to the
      other for loss or damage caused by any risk coverable by all risk property
      insurance, and each party waives any claims against the other party, and its
      officers, directors, employees, managers, agents, invitees and contractors
      for
      such loss or damage. The failure of a party to insure its property shall not
      void this waiver. Landlord and its agents, employees and contractors shall
      not
      be liable for, and Tenant hereby waives all claims against such parties for,
      business interruption and losses occasioned thereby sustained by Tenant or
      any
      person claiming through Tenant resulting from any accident or occurrence in
      or
      upon the Premises or the Project from any cause whatsoever, including without
      limitation, damage caused in whole or in part, directly or indirectly, by the
      negligence of Landlord or its agents, employees or contractors.





10.  **Landlord's
      Repairs** .
      Landlord shall maintain, at its expense, the structural soundness of the roof,
      foundation, and exterior walls of the Building in good repair, reasonable wear
      and tear and uninsured losses and damages caused by Tenant, its agents and
      contractors excluded. The term "walls" as used in this Paragraph 10 shall not
      include windows, glass or plate glass, doors or overhead doors, special store
      fronts, dock bumpers, dock plates or levelers, or office entries. Tenant shall
      promptly give Landlord written notice of any repair required by Landlord
      pursuant to this Paragraph 10, after which Landlord shall have a reasonable
      opportunity to repair.





11.  **Tenant's
      Repairs** .
      Landlord, at Tenant's expense as provided in Paragraph 6, shall maintain in
      good
      repair and condition the parking areas and other common areas of the Building,
      including, but not limited to driveways, alleys, landscape and grounds
      surrounding the Premises. Subject to Landlord's obligation in Paragraph 10
      and
      subject to Paragraphs 9 and 15, Tenant, at its expense, shall repair, replace
      and maintain in good condition all portions of the Premises and all areas,
      improvements and systems exclusively serving the Premises including, without
      limitation, dock and loading areas, truck doors, plumbing, water and sewer
      lines
      up to points of common connection, fire sprinklers and fire protection systems,
      entries, doors, ceilings, windows, interior walls, and the interior side of
      demising walls, and heating, ventilation and air conditioning systems. Such
      repair and replacements include capital expenditures and repairs whose benefit
      may extend beyond the Term. Heating, ventilation and air conditioning systems
      and other mechanical and building systems serving the Premises shall be
      maintained at Tenant's expense pursuant to maintenance service contracts entered
      into by Tenant or, at Landlord's election, by Landlord. The scope of services
      and contractors under such maintenance contracts shall be reasonably approved
      by
      Landlord. At Landlord's request, Tenant shall enter into a joint maintenance
      agreement with any railroad that services the Premises. If Tenant fails to
      perform any repair or replacement for which it is responsible, Landlord may
      perform such work and be reimbursed by Tenant within 10 days after demand
      therefor. Subject to Paragraphs 9 and 15, Tenant shall bear the full cost of
      any
      repair or replacement to any part of the Building or Project that results from
      damage caused by Tenant, its agents, contractors, or invitees and any repair
      that benefits only the Premises.





12.  **Tenant-Made
      Alterations and Trade Fixtures.** Any
      alterations, additions, or improvements made by or on behalf of Tenant to the
      Premises ("Tenant-Made Alterations") shall be subject to Landlord's prior
      written consent. Tenant shall cause, at its expense, all Tenant-Made Alterations
      to comply with insurance requirements and with Legal Requirements and shall
      construct at its expense any alteration or modification required by Legal
      Requirements as a result of any Tenant-Made Alterations. All Tenant-Made
      Alterations shall be constructed in a good and workmanlike manner by contractors
      reasonably acceptable to Landlord and only good grades of materials shall be
      used. All plans and specifications for any Tenant-Made Alterations shall be
      submitted to Landlord for its approval. Landlord may monitor construction of
      the
      Tenant-Made Alterations. Tenant shall reimburse Landlord for its costs in
      reviewing plans and specifications and in monitoring construction. Landlord's
      right to review plans and specifications and to monitor construction shall
      be
      solely for its own benefit, and Landlord shall have no duty to see that such
      plans and specifications or construction comply with applicable laws, codes,
      rules and regulations. Tenant shall provide Landlord with the identities and
      mailing addresses of all persons performing work or supplying materials, prior
      to beginning such construction, and Landlord may post on and about the Premises
      notices of non-responsibility pursuant to applicable law. Tenant shall furnish
      security or make other arrangements satisfactory to Landlord to assure payment
      for the completion of all work free and clear of liens and shall provide
      certificates of insurance for worker's compensation and other coverage in
      amounts and from an insurance company satisfactory to Landlord protecting
      Landlord against liability for personal injury or property damage during
      construction. Upon completion of any Tenant-Made Alterations, Tenant shall
      deliver to Landlord sworn statements setting forth the names of all contractors
      and subcontractors who did work on the Tenant-Made Alterations and final lien
      waivers from all such contractors and subcontractors. Upon surrender of the
      Premises, all Tenant-Made Alterations and any leasehold improvements constructed
      by Landlord or Tenant shall remain on the Premises as Landlord's property,
      except to the extent Landlord requires removal at Tenant's expense of any such
      items or Landlord and Tenant have otherwise agreed in writing in connection
      with
      Landlord's consent to any Tenant-Made Alterations. Tenant shall repair any
      damage caused by such removal.





Tenant,
      at its own cost and expense and without Landlord's prior approval, may erect
      such shelves, bins, machinery and trade fixtures (collectively "Trade Fixtures")
      in the ordinary course of its business provided that such items do not alter
      the
      basic character of the Premises, do not overload or damage the Premises, and
      may
      be removed without injury to the Premises, and the construction, erection,
      and
      installation thereof complies with all Legal Requirements and with Landlord's
      requirements set forth above. Tenant shall remove its Trade Fixtures and shall
      repair any damage caused by such removal.




13.  **Signs** .
      Tenant
      shall not make any changes to the exterior of the Premises, install any exterior
      lights, decorations, balloons, flags, pennants, banners, or painting, or erect
      or install any signs, windows or door lettering, placards, decorations, or
      advertising media of any type which can be viewed from the exterior of the
      Premises, without Landlord's prior written consent. Upon surrender or vacation
      of the Premises, Tenant shall have removed all signs and repair, paint, and/or
      replace the building facia surface to which its signs are attached. Tenant
      shall
      obtain all applicable governmental permits and approvals for sign and exterior
      treatments. All signs, decorations, advertising media, blinds, draperies and
      other window treatment or bars or other security installations visible from
      outside the Premises shall be subject to Landlord's approval and conform in
      all
      respects to Landlord's requirements.










14.  **Parking** .
      Tenant
      shall be entitled to park in common with other tenants of the Project in those
      areas designated for nonreserved parking. Landlord may allocate parking spaces
      among Tenant and other tenants in the Project if Landlord determines that such
      parking facilities are becoming crowded. Landlord shall not be responsible
      for
      enforcing Tenant's parking rights against any third parties.





15.  **Restoration.** If at
      any time during the Lease Term the Premises are damaged by a fire or other
      casualty, Landlord shall notify Tenant within 60 days after such damage as
      to
      the amount of time Landlord reasonably estimates it will take to restore the
      Premises. If the restoration time is estimated to exceed 6 months, either
      Landlord or Tenant may elect to terminate this Lease upon notice to the other
      party given no later than 30 days after Landlord's notice. If neither party
      elects to terminate this Lease or if Landlord estimates that restoration will
      take 6 months or less, then, subject to receipt of sufficient insurance
      proceeds, Landlord shall promptly restore the Premises excluding the
      improvements installed by Tenant or by Landlord and paid by Tenant, subject
      to
      delays arising from the collection of insurance proceeds or from Force Majeure
      events. Tenant at Tenant's expense shall promptly perform, subject to delays
      arising from the collection of insurance proceeds, or from Force Majeure events,
      all repairs or restoration not required to be done by Landlord and shall
      promptly re-enter the Premises and commence doing business in accordance with
      this Lease. Notwithstanding the foregoing, either party may terminate this
      Lease
      if the Premises are damaged during the last year of the Lease Term and Landlord
      reasonably estimates that it will take more than one month to repair such
      damage. Base Rent and Operating Expenses shall be abated for the period of
      repair and restoration in the proportion which the area of the Premises, if
      any,
      which is not usable by Tenant bears to the total area of the Premises. Such
      abatement shall be the sole remedy of Tenant, and except as provided herein,
      Tenant waives any right to terminate the Lease by reason of damage or casualty
      loss.





16.  **Condemnation** .
      If any
      part of the Premises or the Project should be taken for any public or
      quasi-public use under governmental law, ordinance, or regulation, or by right
      of eminent domain, or by private purchase in lieu thereof (a "Taking" or
      "Taken"), and the Taking would prevent or materially interfere with Tenant's
      use
      of the Premises or in Landlord's judgment would materially interfere with or
      impair its ownership or operation of the Project, then upon written notice
      by
      Landlord this Lease shall terminate and Base Rent shall be apportioned as of
      said date. If part of the Premises shall be Taken, and this Lease is not
      terminated as provided above, the Base Rent payable hereunder during the
      unexpired Lease Term shall be reduced to such extent as may be fair and
      reasonable under the circumstances. In the event of any such Taking, Landlord
      shall be entitled to receive the entire price or award from any such Taking
      without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant's
      interest, if any, in such award. Tenant shall have the right, to the extent
      that
      same shall not diminish Landlord's award, to make a separate claim against
      the
      condemning authority (but not Landlord) for such compensation as may be
      separately awarded or recoverable by Tenant for moving expenses and damage
      to
      Tenant's Trade Fixtures, if a separate award for such items is made to
      Tenant.





17.  **Assignment
      and Subletting** .
      Without
      Landlord's prior written consent, Tenant shall not assign this Lease or sublease
      the Premises or any part thereof or mortgage, pledge, or hypothecate its
      leasehold interest or grant any concession or license within the Premises and
      any attempt to do any of the foregoing shall be void and of no effect. For
      purposes of this paragraph, a transfer of the ownership interests controlling
      Tenant shall be deemed an assignment of this Lease unless such ownership
      interests are publicly traded. Notwithstanding the above, Tenant may assign
      or
      sublet the Premises, or any part thereof, to any entity controlling Tenant,
      controlled by Tenant or under common control with Tenant (a "Tenant Affiliate"),
      without the prior written consent of Landlord. Tenant shall reimburse Landlord
      for all of Landlord's reasonable out-of-pocket expenses in connection with
      any
      assignment or sublease. Upon Landlord's receipt of Tenant's written notice
      of a
      desire to assign or sublet the Premises, or any part thereof (other than to
      a
      Tenant Affiliate), Landlord may, by giving written notice to Tenant within
      30
      days after receipt of Tenant's notice, terminate this Lease with respect to
      the
      space described in Tenant's notice, as of the date specified in Tenant's notice
      for the commencement of the proposed assignment or sublease.





Notwithstanding
      any assignment or subletting, Tenant and any guarantor or surety of Tenant's
      obligations under this Lease shall at all times remain fully responsible and
      liable for the payment of the rent and for compliance with all of Tenant's
      other
      obligations under this Lease (regardless of whether Landlord's approval has
      been
      obtained for any such assignments or sublettings). In the event that the rent
      due and payable by a sublessee or assignee (or a combination of the rental
      payable under such sublease or assignment plus any bonus or other consideration
      therefor or incident thereto) exceeds the rental payable under this Lease,
      then
      Tenant shall be bound and obligated to pay Landlord as additional rent hereunder
      all such excess rental and other excess consideration within 10 days following
      receipt thereof by Tenant.





If
      this
      Lease be assigned or if the Premises be subleased (whether in whole or in part)
      or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold
      interest or grant of any concession or license within the Premises or if the
      Premises be occupied in whole or in part by anyone other than Tenant, then
      upon
      a default by Tenant hereunder Landlord may collect rent from the assignee,
      sublessee, mortgagee, pledgee, party to whom the leasehold interest was
      hypothecated, concessionee or licensee or other occupant and, except to the
      extent set forth in the preceding paragraph, apply the amount collected to
      the
      next rent payable hereunder; and all such rentals collected by Tenant shall
      be
      held in trust for Landlord and immediately forwarded to Landlord. No such
      transaction or collection of rent or application thereof by Landlord, however,
      shall be deemed a waiver of these provisions or a release of Tenant from the
      further performance by Tenant of its covenants, duties, or obligations
      hereunder.










18.  **Indemnification** . **** Except
      for the negligence of Landlord, its agents, employees or contractors, and to
      the
      extent permitted by law, Tenant agrees to indemnify, defend and hold harmless
      Landlord, and Landlord's agents, employees and contractors, from and against
      any
      and all losses, liabilities, damages, costs and expenses (including attorneys'
      fees) resulting from claims by third parties for injuries to any person and
      damage to or theft or misappropriation or loss of property occurring in or
      about
      the Project and arising from the use and occupancy of the Premises or from
      any
      activity, work, or thing done, permitted or suffered by Tenant in or about
      the
      Premises or due to any other act or omission of Tenant, its subtenants,
      assignees, invitees, employees, contractors and agents. The furnishing of
      insurance required hereunder shall not be deemed to limit Tenant's obligations
      under this Paragraph 18.





19.  **Inspection
      and Access** .
      Landlord and its agents, representatives, and contractors may enter the Premises
      at any reasonable time to inspect the Premises and to make such repairs as
      may
      be required or permitted pursuant to this Lease and for any other business
      purpose. Landlord and Landlord's representatives may enter the Premises during
      business hours for the purpose of showing the Premises to prospective purchasers
      and, during the last year of the Lease Term, to prospective tenants. Landlord
      may erect a suitable sign on the Premises stating the Premises are available
      to
      let or that the Project is available for sale. Landlord may grant easements,
      make public dedications, designate common areas and create restrictions on
      or
      about the Premises, provided that no such easement, dedication, designation
      or
      restriction materially interferes with Tenant's use or occupancy of the
      Premises. At Landlord's request, Tenant shall execute such instruments as may
      be
      necessary for such easements, dedications or restrictions.





20.  **Quiet
      Enjoyment** .
      If
      Tenant shall perform all of the covenants and agreements herein required to
      be
      performed by Tenant, Tenant shall, subject to the terms of this Lease, at all
      times during the Lease Term, have peaceful and quiet enjoyment of the Premises
      against any person claiming by, through or under Landlord.





21.  **Surrender** .
      Upon
      termination of the Lease Term or earlier termination of Tenant's right of
      possession, Tenant shall surrender the Premises to Landlord in the same
      condition as received, broom clean, ordinary wear and tear and casualty loss
      and
      condemnation covered by Paragraphs 15 and 16 excepted. Any Trade Fixtures,
      Tenant-Made Alterations and property not so removed by Tenant as permitted
      or
      required herein shall be deemed abandoned and may be stored, removed, and
      disposed of by Landlord at Tenant's expense, and Tenant waives all claims
      against Landlord for any damages resulting from Landlord's retention and
      disposition of such property. All obligations of Tenant hereunder not fully
      performed as of the termination of the Lease Term shall survive the termination
      of the Lease Term, including without limitation, indemnity obligations, payment
      obligations with respect to Operating Expenses and obligations concerning the
      condition and repair of the Premises.





22.  **Holding
      Over** .
      If
      Tenant retains possession of the Premises after the termination of the Lease
      Term, unless otherwise agreed in writing, such possession shall be subject
      to
      immediate termination by Landlord at any time, and all of the other terms and
      provisions of this Lease (excluding any expansion or renewal option or other
      similar right or option) shall be applicable during such holdover period, except
      that Tenant shall pay Landlord from time to time, upon demand, as Base Rent
      for
      the holdover period, an amount equal to double the Base Rent in effect on the
      termination date, computed on a monthly basis for each month or part thereof
      during such holding over. All other payments shall continue under the terms
      of
      this Lease. In addition, Tenant shall be liable for all damages incurred by
      Landlord as a result of such holding over. No holding over by Tenant, whether
      with or without consent of Landlord, shall operate to extend this Lease except
      as otherwise expressly provided, and this Paragraph 22 shall not be construed
      as
      consent for Tenant to retain possession of the Premises. For
      purposes of this Paragraph 22, “possession of the Premises” shall continue
      until, among other things, Tenant has delivered all keys to the Premises to
      Landlord, Landlord has complete and total dominion and control over the
      Premises, and Tenant has completely fulfilled all obligations required of it
      upon termination of the Lease as set forth in this Lease, including, without
      limitation, those concerning the condition and repair of the
      Premises.





23.  **Events
      of Default** .
      Each of
      the following events shall be an event of default ("Event of Default") by Tenant
      under this Lease:





(i)  Tenant
      shall fail to pay any installment of Base Rent or any other payment required
      herein when due, and such failure shall continue for a period of 5 days from
      the
      date such payment was due.





(ii)  Tenant
      or
      any guarantor or surety of Tenant's obligations hereunder shall (A) make a
      general assignment for the benefit of creditors; (B) commence any case,
      proceeding or other action seeking to have an order for relief entered on its
      behalf as a debtor or to adjudicate it as bankrupt or insolvent, or seeking
      reorganization, arrangement, adjustment, liquidation, dissolution or composition
      of it or its debts or seeking appointment of a receiver, trustee, custodian
      or
      other similar official for it or for all or of any substantial part of its
      property (collectively a "proceeding for relief"); (C) become the subject of
      any
      proceeding for relief which is not dismissed within 60 days of its filing or
      entry; or (D) die or suffer a legal disability (if Tenant, guarantor, or surety
      is an individual) or be dissolved or otherwise fail to maintain its legal
      existence (if Tenant, guarantor or surety is a corporation, partnership or
      other
      entity).





(iii)  Any
      insurance required to be maintained by Tenant pursuant to this Lease shall
      be
      cancelled or terminated or shall expire or shall be reduced or materially
      changed, except, in each case, as permitted in this Lease.





(iv)  Tenant
      shall not occupy or shall vacate the Premises or shall fail to continuously
      operate its business at the Premises for the permitted use set forth herein,
      whether or not Tenant is in monetary or other default under this
      Lease.










(v)  Tenant
      shall attempt or there shall occur any assignment, subleasing or other transfer
      of Tenant's interest in or with respect to this Lease except as otherwise
      permitted in this Lease.





(vi)  Tenant
      shall fail to discharge any lien placed upon the Premises in violation of this
      Lease within 30 days after any such lien or encumbrance is filed against the
      Premises.





(vii)  Tenant
      shall fail to comply with any provision of this Lease other than those
      specifically referred to in this Paragraph 23, and except as otherwise expressly
      provided herein, such default shall continue for more than 30 days after
      Landlord shall have given Tenant written notice of such default.





24.  **Landlord's
      Remedies** .
      Upon
      each occurrence of an Event of Default and so long as such Event of Default
      shall be continuing, Landlord may at any time thereafter at its election:
      terminate this Lease or Tenant's right of possession, (but Tenant shall remain
      liable as hereinafter provided) and/or pursue any other remedies at law or
      in
      equity. Upon the termination of this Lease or termination of Tenant's right
      of
      possession, it shall be lawful for Landlord, without formal demand or notice
      of
      any kind, to re-enter the Premises by summary dispossession proceedings or
      any
      other action or proceeding authorized by law and to remove Tenant and all
      persons and property therefrom. If Landlord re-enters the Premises, Landlord
      shall have the right to keep in place and use, or remove and store, all of
      the
      furniture, fixtures and equipment at the Premises.





If
      Landlord terminates this Lease, Landlord may recover from Tenant the sum of:
      all
      Base Rent and all other amounts accrued hereunder to the date of such
      termination; the cost of reletting the whole or any part of the Premises,
      including without limitation brokerage fees and/or leasing commissions incurred
      by Landlord, and costs of removing and storing Tenant's or any other occupant's
      property, repairing, altering, remodeling, or otherwise putting the Premises
      into condition acceptable to a new tenant or tenants, and all reasonable
      expenses incurred by Landlord in pursuing its remedies, including reasonable
      attorneys' fees and court costs; and the excess of the then present value of
      the
      Base Rent and other amounts payable by Tenant under this Lease as would
      otherwise have been required to be paid by Tenant to Landlord during the period
      following the termination of this Lease measured from the date of such
      termination to the expiration date stated in this Lease, over the present value
      of any net amounts which Tenant establishes Landlord can reasonably expect
      to
      recover by reletting the Premises for such period, taking into consideration
      the
      availability of acceptable tenants and other market conditions affecting
      leasing. Such present values shall be calculated at a discount rate equal to
      the
      90-day U.S. Treasury bill rate at the date of such termination.





If
      Landlord terminates Tenant's right of possession (but not this Lease), Landlord
      may, but shall be under no obligation to, relet the Premises for the account
      of
      Tenant for such rent and upon such terms as shall be satisfactory to Landlord
      without thereby releasing Tenant from any liability hereunder and without demand
      or notice of any kind to Tenant. For the purpose of such reletting Landlord
      is
      authorized to make any repairs, changes, alterations, or additions in or to
      the
      Premises as Landlord deems reasonably necessary or desirable. If the Premises
      are not relet, then Tenant shall pay to Landlord as damages a sum equal to
      the
      amount of the rental reserved in this Lease for such period or periods, plus
      the
      cost of recovering possession of the Premises (including attorneys' fees and
      costs of suit), the unpaid Base Rent and other amounts accrued hereunder at
      the
      time of repossession, and the costs incurred in any attempt by Landlord to
      relet
      the Premises. If the Premises are relet and a sufficient sum shall not be
      realized from such reletting [after first deducting therefrom, for retention
      by
      Landlord, the unpaid Base Rent and other amounts accrued hereunder at the time
      of reletting, the cost of recovering possession (including attorneys' fees
      and
      costs of suit), all of the costs and expense of repairs, changes, alterations,
      and additions, the expense of such reletting (including without limitation
      brokerage fees and leasing commissions) and the cost of collection of the rent
      accruing therefrom] to satisfy the rent provided for in this Lease to be paid,
      then Tenant shall immediately satisfy and pay any such deficiency. Any such
      payments due Landlord shall be made upon demand therefor from time to time
      and
      Tenant agrees that Landlord may file suit to recover any sums falling due from
      time to time. Notwithstanding any such reletting without termination, Landlord
      may at any time thereafter elect in writing to terminate this Lease for such
      previous breach.





Exercise
      by Landlord of any one or more remedies hereunder granted or otherwise available
      shall not be deemed to be an acceptance of surrender of the Premises and/or
      a
      termination of this Lease by Landlord, whether by agreement or by operation
      of
      law, it being understood that such surrender and/or termination can be effected
      only by the written agreement of Landlord and Tenant. Any law, usage, or custom
      to the contrary notwithstanding, Landlord shall have the right at all times
      to
      enforce the provisions of this Lease in strict accordance with the terms hereof;
      and the failure of Landlord at any time to enforce its rights under this Lease
      strictly in accordance with same shall not be construed as having created a
      custom in any way or manner contrary to the specific terms, provisions, and
      covenants of this Lease or as having modified the same. Tenant and Landlord
      further agree that forbearance or waiver by Landlord to enforce its rights
      pursuant to this Lease or at law or in equity, shall not be a waiver of
      Landlord's right to enforce one or more of its rights in connection with any
      subsequent default. A receipt by Landlord of rent or other payment with
      knowledge of the breach of any covenant hereof shall not be deemed a waiver
      of
      such breach, and no waiver by Landlord of any provision of this Lease shall
      be
      deemed to have been made unless expressed in writing and signed by Landlord.
      To
      the greatest extent permitted by law, Tenant waives the service of notice of
      Landlord's intention to re-enter as provided for in any statute, or to institute
      legal proceedings to that end, and also waives all right of redemption in case
      Tenant shall be dispossessed by a judgment or by warrant of any court or judge.
      The terms "enter," "re-enter," "entry" or "re-entry," as used in this Lease,
      are
      not restricted to their technical legal meanings. Any reletting of the Premises
      shall be on such terms and conditions as Landlord in its sole discretion may
      determine (including without limitation a term different than the remaining
      Lease Term, rental concessions, alterations and repair of the Premises, lease
      of
      less than the entire Premises to any tenant and leasing any or all other
      portions of the Project before reletting the Premises). Landlord shall not
      be
      liable, nor shall Tenant's obligations hereunder be diminished because of,
      Landlord's failure to relet the Premises or collect rent due in respect of
      such
      reletting.










25.  **Tenant's
        Remedies/Limitation of Liability** .
        Landlord shall not be in default hereunder unless Landlord fails to perform
        any
        of its obligations hereunder within 30 days after written notice from Tenant
        specifying such failure (unless such performance will, due to the nature
        of the
        obligation, require a period of time in excess of 30 days, then after such
        period of time as is reasonably necessary). All obligations of Landlord
        hereunder shall be construed as covenants, not conditions; and, except as
        may be
        otherwise expressly provided in this Lease, Tenant may not terminate this
        Lease
        for breach of Landlord's obligations hereunder. All obligations of Landlord
        under this Lease will be binding upon Landlord only during the period of
        its
        ownership of the Premises and not thereafter. The term "Landlord" in this
        Lease
        shall mean only the owner, for the time being of the Premises, and in the
        event
        of the transfer by such owner of its interest in the Premises, such owner
        shall
        thereupon be released and discharged from all obligations of Landlord thereafter
        accruing, but such obligations shall be binding during the Lease Term upon
        each
        new owner for the duration of such owner's ownership. Any liability of Landlord
        under this Lease shall be limited solely to its interest in the Project,
        and in
        no event shall any personal liability be asserted against Landlord in connection
        with this Lease nor shall any recourse be had to any other property or assets
        of
        Landlord.


26.  **Waiver
      of Jury Trial** .
      TENANT
      AND LANDLORD WAIVE ANY RIGHT TO TRIAL BY JURY OR TO HAVE A JURY PARTICIPATE
      IN
      RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN
      LANDLORD AND TENANT ARISING OUT OF THIS LEASE OR ANY OTHER INSTRUMENT, DOCUMENT,
      OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS
      RELATED HERETO.





27.  **Subordination** .
      This
      Lease and Tenant's interest and rights hereunder are and shall be subject and
      subordinate at all times to the lien of any first mortgage, now existing or
      hereafter created on or against the Project or the Premises, and all amendments,
      restatements, renewals, modifications, consolidations, refinancing, assignments
      and extensions thereof, without the necessity of any further instrument or
      act
      on the part of Tenant. Tenant agrees, at the election of the holder of any
      such
      mortgage, to attorn to any such holder. Tenant agrees upon demand to execute,
      acknowledge and deliver such instruments, confirming such subordination and
      such
      instruments of attornment as shall be requested by any such holder. Tenant
      hereby appoints Landlord attorney in fact for Tenant irrevocably (such power
      of
      attorney being coupled with an interest) to execute, acknowledge and deliver
      any
      such instrument and instruments for and in the name of the Tenant and to cause
      any such instrument to be recorded. Notwithstanding the foregoing, any such
      holder may at any time subordinate its mortgage to this Lease, without Tenant's
      consent, by notice in writing to Tenant, and thereupon this Lease shall be
      deemed prior to such mortgage without regard to their respective dates of
      execution, delivery or recording and in that event such holder shall have the
      same rights with respect to this Lease as though this Lease had been executed
      prior to the execution, delivery and recording of such mortgage and had been
      assigned to such holder. The term "mortgage" whenever used in this Lease shall
      be deemed to include deeds of trust, security assignments and any other
      encumbrances, and any reference to the "holder" of a mortgage shall be deemed
      to
      include the beneficiary under a deed of trust.





28.  **Mechanic's
      Liens** .
      Tenant
      has no express or implied authority to create or place any lien or encumbrance
      of any kind upon, or in any manner to bind the interest of Landlord or Tenant
      in, the Premises or to charge the rentals payable hereunder for any claim in
      favor of any person dealing with Tenant, including those who may furnish
      materials or perform labor for any construction or repairs. Tenant covenants
      and
      agrees that it will pay or cause to be paid all sums legally due and payable
      by
      it on account of any labor performed or materials furnished in connection with
      any work performed on the Premises and that it will save and hold Landlord
      harmless from all loss, cost or expense based on or arising out of asserted
      claims or liens against the leasehold estate or against the interest of Landlord
      in the Premises or under this Lease. Tenant shall give Landlord immediate
      written notice of the placing of any lien or encumbrance against the Premises
      and cause such lien or encumbrance to be discharged within 30 days of the filing
      or recording thereof; provided, however, Tenant may contest such liens or
      encumbrances as long as such contest prevents foreclosure of the lien or
      encumbrance and Tenant causes such lien or encumbrance to be bonded or insured
      over in a manner satisfactory to Landlord within such 30 day
      period.





29.  **Estoppel
      Certificates** .
      Tenant
      agrees, from time to time, within 10 days after request of Landlord, to execute
      and deliver to Landlord, or Landlord's designee, any estoppel certificate
      requested by Landlord, stating that this Lease is in full force and effect,
      the
      date to which rent has been paid, that Landlord is not in default hereunder
      (or
      specifying in detail the nature of Landlord's default), the termination date
      of
      this Lease and such other matters pertaining to this Lease as may be requested
      by Landlord. Tenant's obligation to furnish each estoppel certificate in a
      timely fashion is a material inducement for Landlord's execution of this Lease.
      No cure or grace period provided in this Lease shall apply to Tenant's
      obligations to timely deliver an estoppel certificate. Tenant hereby irrevocably
      appoints Landlord as its attorney in fact to execute on its behalf and in its
      name any such estoppel certificate if Tenant fails to execute and deliver the
      estoppel certificate within 10 days after Landlord's written request
      thereof.





30.  **Environmental
      Requirements** .
      Except
      for Hazardous Material contained in products used by Tenant in de minimis
      quantities for ordinary cleaning and office purposes, Tenant shall not permit
      or
      cause any party to bring any Hazardous Material upon the Premises or transport,
      store, use, generate, manufacture or release any Hazardous Material in or about
      the Premises without Landlord's prior written consent. Tenant, at its sole
      cost
      and expense, shall operate its business in the Premises in strict compliance
      with all Environmental Requirements and shall remediate in a manner satisfactory
      to Landlord any Hazardous Materials released on or from the Project by Tenant,
      its agents, employees, contractors, subtenants or invitees. Tenant shall
      complete and certify to disclosure statements as requested by Landlord from
      time
      to time relating to Tenant's transportation, storage, use, generation,
      manufacture or release of Hazardous Materials on the Premises. The term
      "Environmental Requirements" means all applicable present and future statutes,
      regulations, ordinances, rules, codes, judgments, orders or other similar
      enactments of any governmental authority or agency regulating or relating to
      health, safety, or environmental conditions on, under, or about the Premises
      or
      the environment, including without limitation, the following: the Comprehensive
      Environmental Response, Compensation and Liability Act; the Resource
      Conservation and Recovery Act; and all state and local counterparts thereto,
      and
      any regulations or policies promulgated or issued thereunder. The term
      "Hazardous Materials" means and includes any substance, material, waste,
      pollutant, or contaminant listed or defined as hazardous or toxic, under any
      Environmental Requirements, asbestos and petroleum, including crude oil or
      any
      fraction thereof, natural gas liquids, liquified natural gas, or synthetic
      gas
      usable for fuel (or mixtures of natural gas and such synthetic gas). As defined
      in Environmental Requirements, Tenant is and shall be deemed to be the
      "operator" of Tenant's "facility" and the "owner" of all Hazardous Materials
      brought on the Premises by Tenant, its agents, employees, contractors or
      invitees, and the wastes, by-products, or residues generated, resulting, or
      produced therefrom.










Tenant
      shall indemnify, defend, and hold Landlord harmless from and against any and
      all
      losses (including, without limitation, diminution in value of the Premises
      or
      the Project and loss of rental income from the Project), claims, demands,
      actions, suits, damages (including, without limitation, punitive damages),
      expenses (including, without limitation, remediation, removal, repair,
      corrective action, or cleanup expenses), and costs (including, without
      limitation, actual attorneys' fees, consultant fees or expert fees and
      including, without limitation, removal or management of any asbestos brought
      into the property or disturbed in breach of the requirements of this Paragraph
      30, regardless of whether such removal or management is required by law) which
      are brought or recoverable against, or suffered or incurred by Landlord as
      a
      result of any release of Hazardous Materials for which Tenant is obligated
      to
      remediate as provided above or any other breach of the requirements under this
      Paragraph 30 by Tenant, its agents, employees, contractors, subtenants,
      assignees or invitees, regardless of whether Tenant had knowledge of such
      noncompliance. The obligations of Tenant under this Paragraph 30 shall survive
      any termination of this Lease.





Landlord
      shall have access to, and a right to perform inspections and tests of, the
      Premises to determine Tenant's compliance with Environmental Requirements,
      its
      obligations under this Paragraph 30, or the environmental condition of the
      Premises. Access shall be granted to Landlord upon Landlord's prior notice
      to
      Tenant and at such times so as to minimize, so far as may be reasonable under
      the circumstances, any disturbance to Tenant's operations. Such inspections
      and
      tests shall be conducted at Landlord's expense, unless such inspections or
      tests
      reveal that Tenant has not complied with any Environmental Requirement, in
      which
      case Tenant shall reimburse Landlord for the reasonable cost of such inspection
      and tests. Landlord's receipt of or satisfaction with any environmental
      assessment in no way waives any rights that Landlord holds against
      Tenant.





31.  **Rules
      and Regulations** .
      Tenant
      shall, at all times during the Lease Term and any extension thereof, comply
      with
      all reasonable rules and regulations at any time or from time to time
      established by Landlord covering use of the Premises and the Project. The
      current rules and regulations are attached hereto. In the event of any conflict
      between said rules and regulations and other provisions of this Lease, the
      other
      terms and provisions of this Lease shall control. Landlord shall not have any
      liability or obligation for the breach of any rules or regulations by other
      tenants in the Project.





32.  **Security
      Service** .
      Tenant
      acknowledges and agrees that, while Landlord may patrol the Project, Landlord
      is
      not providing any security services with respect to the Premises and that
      Landlord shall not be liable to Tenant for, and Tenant waives any claim against
      Landlord with respect to, any loss by theft or any other damage suffered or
      incurred by Tenant in connection with any unauthorized entry into the Premises
      or any other breach of security with respect to the Premises.





33.  **Force
      Majeure** .
      Landlord shall not be held responsible for delays in the performance of its
      obligations hereunder when caused by strikes, lockouts, labor disputes, acts
      of
      God, inability to obtain labor or materials or reasonable substitutes therefor,
      governmental restrictions, governmental regulations, governmental controls,
      delay in issuance of permits, enemy or hostile governmental action, civil
      commotion, fire or other casualty, and other causes beyond the reasonable
      control of Landlord ("Force Majeure").





34.  **Entire
      Agreement** .
      This
      Lease constitutes the complete agreement of Landlord and Tenant with respect
      to
      the subject matter hereof. No representations, inducements, promises or
      agreements, oral or written, have been made by Landlord or Tenant, or anyone
      acting on behalf of Landlord or Tenant, which are not contained herein, and
      any
      prior agreements, promises, negotiations, or representations are superseded
      by
      this Lease. This Lease may not be amended except by an instrument in writing
      signed by both parties hereto.





35.  **Severability** .
      If any
      clause or provision of this Lease is illegal, invalid or unenforceable under
      present or future laws, then and in that event, it is the intention of the
      parties hereto that the remainder of this Lease shall not be affected thereby.
      It is also the intention of the parties to this Lease that in lieu of each
      clause or provision of this Lease that is illegal, invalid or unenforceable,
      there 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.





36.  **Brokers** .
      Tenant
      represents and warrants that it has dealt with no broker, agent or other person
      in connection with this transaction and that no broker, agent or other person
      brought about this transaction, other than the broker, if any, set forth on
      the
      first page of this Lease, and Tenant agrees to indemnify and hold Landlord
      harmless from and against any claims by any other broker, agent or other person
      claiming a commission or other form of compensation by virtue of having dealt
      with Tenant with regard to this leasing transaction.





37.  **Miscellaneous** .  (a)  Any
      payments or charges due from Tenant to Landlord hereunder shall be considered
      rent for all purposes of this Lease.





(b)  If
      and
      when included within the term "Tenant," as used in this instrument, there is
      more than one person, firm or corporation, each shall be jointly and severally
      liable for the obligations of Tenant.










(c)  All
      notices required or permitted to be given under this Lease shall be in writing
      and shall be sent by registered or certified mail, return receipt requested,
      or
      by a reputable national overnight courier service, postage prepaid, or by hand
      delivery addressed to the parties at their addresses below, and with a copy
      sent
      to Landlord at 4545
      Airport Way, Denver, Colorado 80239 .
      Either
      party may by notice given aforesaid change its address for all subsequent
      notices. Except where otherwise expressly provided to the contrary, notice
      shall
      be deemed given upon delivery.





(d)  Except
      as
      otherwise expressly provided in this Lease or as otherwise required by law,
      Landlord retains the absolute right to withhold any consent or
      approval.





(e)  At
      Landlord's request from time to time Tenant shall furnish Landlord with true
      and
      complete copies of its most recent annual and quarterly financial statements
      prepared by Tenant or Tenant's accountants and any other financial information
      or summaries that Tenant typically provides to its lenders or
      shareholders.





(f)  Neither
      this Lease nor a memorandum of lease shall be filed by or on behalf of Tenant
      in
      any public record. Landlord may prepare and file, and upon request by Landlord
      Tenant will execute, a memorandum of lease.





(g)  The
      normal rule of construction to the effect that any ambiguities are to be
      resolved against the drafting party shall not be employed in the interpretation
      of this Lease or any exhibits or amendments hereto.





(h)  The
      submission by Landlord to Tenant of this Lease shall have no binding force
      or
      effect, shall not constitute an option for the leasing of the Premises, nor
      confer any right or impose any obligations upon either party until execution
      of
      this Lease by both parties.





(i)  Words
      of
      any gender used in this Lease shall be held and construed to include any other
      gender, and words in the singular number shall be held to include the plural,
      unless the context otherwise requires. The captions inserted in this Lease
      are
      for convenience only and in no way define, limit or otherwise describe the
      scope
      or intent of this Lease, or any provision hereof, or in any way affect the
      interpretation of this Lease.





(j)  Any
      amount not paid by Tenant within 5 days after its due date in accordance with
      the terms of this Lease shall bear interest from such due date until paid in
      full at the lesser of the highest rate permitted by applicable law or 15 percent
      per year. It is expressly the intent of Landlord and Tenant at all times to
      comply with applicable law governing the maximum rate or amount of any interest
      payable on or in connection with this Lease.  If applicable law is ever
      judicially interpreted so as to render usurious any interest called for under
      this Lease, or contracted for, charged, taken, reserved, or received with
      respect to this Lease, then it is Landlord's and Tenant's express intent that
      all excess amounts theretofore collected by Landlord be credited on the
      applicable obligation (or, if the obligation has been or would thereby be paid
      in full, refunded to Tenant), and the provisions of this Lease immediately
      shall
      be deemed reformed and the amounts thereafter collectible hereunder reduced,
      without the necessity of the execution of any new document, so as to comply
      with
      the applicable law, but so as to permit the recovery of the fullest amount
      otherwise called for hereunder.





(k)  Construction
      and interpretation of this Lease shall be governed by the laws of the state
      in
      which the Project is located, excluding any principles of conflicts of
      laws.





(l)  Time
      is
      of the essence as to the performance of Tenant's obligations under this
      Lease.





(m)  All
      exhibits and addenda attached hereto are hereby incorporated into this Lease
      and
      made a part hereof. In the event of any conflict between such exhibits or
      addenda and the terms of this Lease, such exhibits or addenda shall
      control.





(n)  In
      the
      event either party hereto initiates litigation to enforce the terms and
      provisions of this Lease, the non-prevailing party in such action shall
      reimburse the prevailing party for its reasonable attorney's fees, filing fees,
      and court costs.




38.  **Landlord's
      Lien/Security Interest** .
      Tenant
      hereby grants Landlord a security interest, and this Lease constitutes a
      security agreement, within the meaning of and pursuant to the Uniform Commercial
      Code of the state in which the Premises are situated as to all of Tenant's
      property situated in, or upon, or used in connection with the Premises (except
      merchandise sold in the ordinary course of business) as security for all of
      Tenant's obligations hereunder, including, without limitation, the obligation
      to
      pay rent. Such personalty thus encumbered includes specifically all trade and
      other fixtures for the purpose of this Paragraph and inventory, equipment,
      contract rights, accounts receivable and the proceeds thereof. In order to
      perfect such security interest, Tenant shall execute such financing statements
      and file the same at Tenant's expense at the state and county Uniform Commercial
      Code filing offices as often as Landlord in its discretion shall require; and
      Tenant hereby irrevocably appoints Landlord its agent for the purpose of
      executing and filing such financing statements on Tenant's behalf as Landlord
      shall deem necessary.





39.  **Limitation
      of Liability of Trustees, Shareholders, and Officers of
      ProLogis** .
      Any
      obligation or liability whatsoever of ProLogis, a Maryland real estate
      investment trust, which may arise at any time under this Lease or any obligation
      or liability which may be incurred by it pursuant to any other instrument,
      transaction, or undertaking contemplated hereby shall not be personally binding
      upon, nor shall resort for the enforcement thereof be had to the property of,
      its trustees, directors, shareholders, officers, employees or agents, regardless
      of whether such obligation or liability is in the nature of contract, tort,
      or
      otherwise.










IN
      WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day
      and
      year first above written.





TENANT:
            
            LANDLORD:Automated
                Interiors, LLC
            
            PROLOGIS-MACQUARIE
                U.S. LLC, a Delaware limited liability company
              
              By:ProLogis
                Management Incorporated,
              a
                Delaware corporation, as AgentBy:
            
            By:Name: Bill
                Mann
            
            Name: Jeremy
                D. GilesTitle:President/
                CEO
            
            Title:First
                Vice PresidentAddress:
            
            Address:101
                Marietta Street
            
            2791
                Peterson PlaceSuite
                2600, 26th Floor
            
            Norcross,GA30071Atlanta,,GA30303




ProLogis
      Management Inc.


License
      #H-43836





Rules
      and Regulations





1.
            The
                sidewalk, entries, and driveways of the Project shall not be obstructed
                by
                Tenant, or its agents, or used by them for any purpose other than
                ingress
                and egress to and from the
                Premises.





2.
            Tenant
                shall not place any objects, including antennas, outdoor furniture,
                etc.,
                in the parking areas, landscaped areas or other areas outside of
                its
                Premises, or on the roof of the
                Project.





3.
            Except
                for seeing-eye dogs, no animals shall be allowed in the offices,
                halls, or
                corridors in the Project.





4.
            Tenant
                shall not disturb the occupants of the Project or adjoining buildings
                by
                the use of any radio or musical instrument or by the making of loud
                or
                improper noises.





5.
            If
                Tenant desires telegraphic, telephonic or other electric connections
                in
                the Premises, Landlord or its agent will direct the electrician as
                to
                where and how the wires may be introduced; and, without such direction,
                no
                boring or cutting of wires will be permitted. Any such installation
                or
                connection shall be made at Tenant's
                expense.





6.
            Tenant
                shall not install or operate any steam or gas engine or boiler, or
                other
                mechanical apparatus in the Premises, except as specifically approved
                in
                the Lease. 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
                Project.





7.
            Parking
                any type of recreational vehicles is specifically prohibited on or
                about
                the Project. Further, parking any type of trucks, trailers or other
                vehicles in the Premises is specifically prohibited. Except for the
                overnight parking of operative vehicles, no vehicle of any type shall
                be
                stored in the parking areas at any time. In the event that a vehicle
                is
                disabled, it shall be removed within 48 hours. There shall be no
                "For
                Sale" or other advertising signs on or about any parked vehicle.
                All
                vehicles shall be parked in the designated parking areas in conformity
                with all signs and other markings. All parking will be open parking,
                and
                no reserved parking, numbering or lettering of individual spaces
                will be
                permitted except as specified by
                Landlord.





8.
            Tenant
                shall maintain the Premises free from rodents, insects and other
                pests.





9.
            Landlord
                reserves the right to exclude or expel from the Project any person
                who, in
                the judgment of Landlord, is intoxicated or under the influence of
                liquor
                or drugs or who shall in any manner do any act in violation of the
                Rules
                and Regulations of the Project.





10.
            Tenant
                shall not cause any unnecessary labor by reason of Tenant's carelessness
                or indifference in the preservation of good order and cleanliness.
                Landlord shall not be responsible to Tenant for any loss of property
                on
                the Premises, however occurring, or for any damage done to the effects
                of
                Tenant by the janitors or any other employee or
                person.





11.
            Tenant
                shall give Landlord prompt notice of any defects in the water, lawn
                sprinkler, sewage, gas pipes, electrical lights and fixtures, heating
                apparatus, or any other service equipment affecting the
                Premises.





12.
            Tenant
                shall not permit storage outside the Premises, including without
                limitation, outside storage of trucks and other vehicles, or dumping
                of
                waste or refuse or permit any harmful materials to be placed in any
                drainage system or sanitary system in or about the
                Premises.





13.
            All
                moveable trash receptacles provided by the trash disposal firm for
                the
                Premises must be kept in the trash enclosure areas, if any, provided
                for
                that purpose.





14.
            No
                auction, public or private, will be permitted on the Premises or
                the
                Project.





15.
            No
                awnings shall be placed over the windows in the Premises except with
                the
                prior written consent of Landlord.





16.
            The
                Premises shall not be used for lodging, sleeping or cooking or for
                any
                immoral or illegal purposes or for any purpose other than that specified
                in the Lease. No gaming devices shall be operated in the
                Premises.





17.
            Tenant
                shall ascertain from Landlord the maximum amount of electrical current
                which can safely be used in the Premises, taking into account the
                capacity
                of the electrical wiring in the Project and the Premises and the
                needs of
                other tenants, and shall not use more than such safe capacity. Landlord's
                consent to the installation of electric equipment shall not relieve
                Tenant
                from the obligation not to use more electricity than such safe
                capacity.





18.
            Tenant
                assumes full responsibility for protecting the Premises from theft,
                robbery and pilferage.





19.
            Tenant
                shall not install or operate on the Premises any machinery or mechanical
                devices of a nature not directly related to Tenant's ordinary use
                of the
                Premises and shall keep all such machinery free of vibration, noise
                and
                air waves which may be transmitted beyond the
                Premises.





ADDENDUM 1





**BASE
      RENT ADJUSTMENTS**





ATTACHED
      TO AND A PART OF THE LEASE AGREEMENT


DATED
      __________________________ , BETWEEN





ProLogis-Macquarie
      U.S. LLC


and


Automated
      Interiors, LLC




Base
      Rent
      shall equal the following amounts for the respective periods set forth
      below:





Period
            
            Monthly
                Base RentMay
                1, 2007
            
            
            to
            
            
            April
                30, 2008
            
            $
            2,430.49May
                1, 2008
            
            
            to
            
            
            April
                30, 2009
            
            $
            2,503.40May
                1, 2009
            
            
            to
            
            
            April
                30, 2010
            
            $
            2,578.51May
                1, 2010
            
            
            to
            
            
            April
                30, 2011
            
            $
            2,655.86May
                1, 2011
            
            
            to
            
            
            April
                30, 2012
            
            $
            2,735.54







ADDENDUM 2





**HVAC
      MAINTENANCE CONTRACT**





ATTACHED
      TO AND A PART OF THE LEASE AGREEMENT


DATED May
      23, 2007, BETWEEN





ProLogis-Macquarie
      U.S. LLC


and


Automated
      Interiors, LLC





Paragraph
      11, captioned "TENANT REPAIRS," is revised to include the
      following:





Tenant
      agrees to enter into and maintain through the term of the Lease, a regularly
      scheduled preventative maintenance/service contract for servicing all hot water,
      heating and air conditioning systems and equipment within the Premises. Landlord
      requires a qualified HVAC contractor perform this work. A certificate must
      be
      provided to the Landlord upon occupancy of the leased Premises.





The
      service contract must become effective within thirty (30) days of occupancy,
      and
      service visits should be performed on a quarterly basis. Landlord suggests
      that
      Tenant send the following list to a qualified HVAC contractor to be assured
      that
      these items are included in the maintenance contract:





1.
            Adjust
                belt tension;




2.
            Lubricate
                all moving parts, as necessary;




3.
            Inspect
                and adjust all temperature and safety
                controls;




4.
            Check
                refrigeration system for leaks and
                operation;




5.
            Check
                refrigeration system for moisture;




6.
            Inspect
                compressor oil level and crank case
                heaters;




7.
            Check
                head pressure, suction pressure and oil
                pressure;




8.
            Inspect
                air filters and replace when necessary;




9.
            Check
                space conditions;




10.
            Check
                condensate drains and drain pans and clean, if
                necessary;


11.
                Inspect
                    and adjust all valves;


12.
                Check
                    and adjust dampers;


13.
                Run
                    machine through complete
                    cycle.







ADDENDUM 3





**MOVE-OUT
      CONDITIONS**





ATTACHED
      TO AND A PART OF THE LEASE AGREEMENT


DATED May
      23, 2007 , BETWEEN





ProLogis-Macquarie
      U.S. LLC


and


Automated
      Interiors, LLC





Per
      Paragraph 21, Tenant is obligated to check and address prior to move-out of
      the
      Premises the following items. Landlord expects to receive the Premises in a
      well
      maintained condition, with normal wear and tear of certain areas acceptable.
      The
      following list is designed to assist Tenant in the move-out procedures but
      is
      not intended to be all inclusive.





1.
            All
                lighting is to be placed into good working order. This includes
                replacement of bulbs, ballasts, and lenses as
                needed.





2.
            All
                truck doors and dock levelers should be serviced and placed in good
                operating order. This would include the necessary replacement of
                any
                dented truck door panels and adjustment of door tension to insure
                proper
                operation. All door panels which are replaced need to be painted
                to match
                the Building standard.





3.
            All
                structural steel columns in the warehouse and office should be inspected
                for damage. Repairs of this nature should be pre-approved by the
                Landlord
                prior to implementation.





4.
            Heating/air-conditioning
                systems should be placed in good working order, including the necessary
                replacement of any parts to return the unit to a well maintained
                condition. This includes warehouse heaters and exhaust fans. Upon
                move-out, Landlord will have an exit inspection performed by a certified
                mechanical contractor to determine the
                condition.





5.
            All
                holes in the sheet rock walls should be repaired prior to
                move-out.





6.
            The
                carpets and vinyl tiles should be in a clean condition and should
                not have
                any holes or chips in them. Landlord will accept normal wear on these
                items provided they appear to be in a maintained
                condition.





7.
            Facilities
                should be returned in a clean condition which would include cleaning
                of
                the coffee bar, restroom areas, windows, and other portions of the
                space.





8.
            The
                warehouse should be in broom clean condition with all inventory and
                racking removed. There should be no protrusion of anchors from the
                warehouse floor and all holes should be appropriately patched. If
                machinery/equipment is removed, the electrical lines should be properly
                terminated at the nearest junction
                box.





9.
            All
                exterior windows with cracks or breakage should be
                replaced.





10.
            The
                Tenant shall provide keys for all locks on the Premises, including
                front
                doors, rear doors, and interior
                doors.





11.
            Items
                that have been added by the Tenant and affixed to the Building will
                remain
                the property of Landlord, unless agreed otherwise. This would include
                but
                is not limited to mini-blinds, air conditioners, electrical, water
                heaters, cabinets, flooring, etc. Please note that if modifications
                have
                been made to the space, such as the addition of office areas, Landlord
                retains the right to have the Tenant remove these at Tenant’s
                expense.





12.
            All
                electrical systems should be left in a safe condition that conforms
                to
                code. Bare wires and dangerous installations should be corrected
                prior to
                move-out.





13.
            All
                plumbing fixtures should be in good working order, including the
                water
                heater. Faucets and toilets should not
                leak.





14.
            All
                dock bumpers must be left in place and well
                secured.





ADDENDUM 4





**SIGN
      SPECIFICATION**





ATTACHED
      TO AND A PART OF THE LEASE AGREEMENT


DATED May
      23, 2007 , BETWEEN





ProLogis-Macquarie
      U.S. LLC


and


Automated
      Interiors, LLC




Per
      Paragraph 13, signage at the Project is subject to restrictions as noted below.
      Signage is controlled to maintain a consistent overall visual appeal of the
      Building and the Project. Tenant may install white vinyl lettering on the front
      door of the Premises, or on the glass next to the front door, with Tenant’s
      company name only. The lettering may not exceed 4” in height. No other
      storefront graphics are allowed. Alternatively, Tenant may install one exterior
      sign which meets the standard sign specifications for the Project. For Westgate
      Distribution Center, the standard sign specifications are as
      follows:





Sign
      Criteria

















ADDENDUM 5





**CONSTRUCTION**


(TURNKEY)





ATTACHED
      TO AND A PART OF THE LEASE AGREEMENT


DATED May
      23, 2007 , BETWEEN





ProLogis-Macquarie
      U.S. LLC


and


Automated
      Interiors, LLC








(a)  Landlord
      agrees to furnish or perform at Landlord's sole cost and expense those items
      of
      construction and those improvements (the "Initial Improvements") specified
      below:





·
            Paint
                and carpet existing office area.




·
            Add
                one (1) electrical sub-panel in the
                warehouse.




·
            Remove
                all quad electrical outlets along the warehouse
                wall.




·
            All
                systems shall be in proper working order upon commencement of the
                lease.




(b)  Landlord
      shall proceed with and complete the construction of the Initial Improvements.
      As
      soon as such improvements have been Substantially Completed, Landlord shall
      notify Tenant in writing of the date that the Initial Improvements were
      Substantially Completed. Such date, unless an earlier date is specified as
      the
      Commencement Date in this Lease or otherwise agreed to in writing between
      Landlord and Tenant, shall be the " Commencement
      Date ,"
      unless
      the completion of such improvements was delayed due to any act or omission
      of,
      or delay caused by, Tenant including, without limitation, Tenant's failure
      to
      approve plans, complete submittals or obtain permits within the time periods
      agreed to by the parties or as reasonably required by Landlord, in which case
      the Commencement Date shall be the date such improvements would have been
      completed but for the delays caused by Tenant. The Initial Improvements shall
      be
      deemed substantially completed (" Substantially
      Completed ")
      when,
      in the opinion of the construction manager (whether an employee or agent of
      Landlord or a third party construction manager) (" Construction
      Manager "),
      the
      Premises are substantially completed except for punch list items which do not
      prevent in any material way the use of the Premises for the purposes for which
      they were intended. In the event Tenant, its employees, agents, or contractors
      cause construction of such improvements to be delayed, the date of Substantial
      Completion shall be deemed to be the date that, in the opinion of the
      Construction Manager, Substantial Completion would have occurred if such delays
      had not taken place. Without limiting the foregoing, Tenant shall be solely
      responsible for delays caused by Tenant's request for any changes in the plans,
      Tenant's request for long lead items or Tenant's interference with the
      construction of the Initial Improvements, and such delays shall not cause a
      deferral of the Commencement Date beyond what it otherwise would have been.
      After the Commencement Date Tenant shall, upon demand, execute and deliver
      to
      Landlord a letter of acceptance of delivery of the Premises. In the event of
      any
      dispute as to the Initial Improvements, including the Commencement Date, the
      certificate of the Construction Manager shall be conclusive absent manifest
      error.





(c)  The
      failure of Tenant to take possession of or to occupy the Premises shall not
      serve to relieve Tenant of obligations arising on the Commencement Date or
      delay
      the payment of rent by Tenant. Subject to applicable ordinances and building
      codes governing Tenant's right to occupy or perform in the Premises, Tenant
      shall be allowed to install its tenant improvements, machinery, equipment,
      fixtures, or other property on the Premises during the final stages of
      completion of construction provided that Tenant does not thereby interfere
      with
      the completion of construction or cause any labor dispute as a result of such
      installations, and provided further that Tenant does hereby agree to indemnify,
      defend, and hold Landlord harmless from any loss or damage to such property,
      and
      all liability, loss, or damage arising from any injury to the Project or the
      property of Landlord, its contractors, subcontractors, or materialmen, and
      any
      death or personal injury to any person or persons arising out of such
      installations, unless any such loss, damage, liability, death, or personal
      injury was caused by Landlord's negligence. Any such occupancy or performance
      in
      the Premises shall be in accordance with the provisions governing Tenant-Made
      Alterations and Trade Fixtures in the Lease, and shall be subject to Tenant
      providing to Landlord satisfactory evidence of insurance for personal injury
      and
      property damage related to such installations and satisfactory payment
      arrangements with respect to installations permitted hereunder. Delay in putting
      Tenant in possession of the Premises shall not serve to extend the term of
      this
      Lease or to make Landlord liable for any damages arising therefrom.







EXHIBIT
      A





**SITE
      PLAN**





ATTACHED
      TO AND A PART OF THE LEASE AGREEMENT


DATED , BETWEEN





ProLogis-Macquarie
      U.S. LLC


and


Automated
      Interiors, LLC














EXHIBIT
      B





**CONSTRUCTION
      GUIDELINES**





ATTACHED
      TO AND A PART OF THE LEASE AGREEMENT


DATED  ,
      BETWEEN





ProLogis-Macquarie
      U.S. LLC


and


Automated
      Interiors, LLC





**DIVISION
      1**  **GENERAL
      REQUIREMENTS**





1.1
            CODES:
                All construction shall comply with local, state and federal codes
                and
                regulations, including all ADA
                standards.




1.2
            INSURANCE:
                All contractors selected must be able to meet the basic insurance
                requirements:





**Workers'
      or Workmen's Compensation:**




(a)  State:
      Statutory




(b)  Applicable
      Federal (e.g. Longshoremen's): Statutory




(c)  Employer's
      Liability:




$100,000.00
      per Accident




$500,000.00
      Disease, Policy Limit




$100,000.00
      Disease, Each Employee





**Comprehensive
                or Commercial General Liability (including Premises-Operations;
                Independent Contractors' Protective; Products and Completed Operations;
                Broad Form Property
                Damage):**




(a)
      Personal Injury, Bodily Injury and Property Damage (combined single
      limit):




$1,000,000.00
      Each Occurrence




$2,000,000.00
      Aggregate




(b)
      Products and Completed Operations to be maintained for three (3) years after
      final payment:




$2,000,000.00
      Aggregate




(c)
      Property Damage Liability Insurance shall provide explosion, collapse and
      underground hazards coverage




(d)
      Broad
      Form Property Damage Coverage shall include Completed Operations





(e)
      Contractual Liability (Personal Injury, Bodily Injury and Property Damage)
      (combined single limit)




$1,000,000.00
      Each Occurrence




$2,000,000.00
      Aggregate




(f)
      Fire
      Damage Limit shall be not less than $50,000.00 on any one fire




(g)
      Medical Expense Limit shall be not less than $5,000.00 on any one
      person





**Business
      Auto Liability (including owned, non-owned and hired
      vehicles):**




Bodily
      Injury and Property Damage (combined single limit):




$500,000.00
      Combined Single Limit




**Umbrella
      Excess Liability:**




$1,000,000.00
      Each Occurrence over primary




$1,000,000.00
      Aggregate




Maximum
      deductible for any of the above insurance coverages: $25,000.




Insurer
      must have Best Rating of AX or greater










**Please
      note: Occurrence limits (General Liability plus Umbrella) must total
      $2,000,000**




1.3
            BUILDERS
                RISK INSURANCE: Contractors shall provide builders risk insurance
                to cover
                the full value of the work being performed on all projects with a
                contract
                amount in excess of $250,000, and/ or any project which is being
                completed
                in an incomplete (with out a C.O.) shell
                building.




1.4
            JOBSITE
                CONDITIONS: All contractors must verify existing job conditions prior
                to
                bid.




1.5
            **DOCUMENT
                CONFLICTS: If there is a conflict in the drawings, or between the
                written
                specs and the drawings, the contractor shall be responsible for the
                more
                expensive of the options.**




1.6
            CLOSE-OUT
                DOCUMENTS: Two (2) sets of O & M manuals and "as-built" drawings for
                all plumbing, electrical, HVAC and fire protection work are required
                in
                binders. The value of the close-out documents shall be 10% of the
                value of
                the respective work.




1.7
            EXISTING
                STRUCTURE: Nothing may be suspended from the existing roof structure
                without the structural engineers written
                permission.




1.8
            FLOOR
                MAINTENANCE: No vehicles except scissor lifts shall be allowed inside
                the
                building during construction without written permission from the
                owner.
                Any marks or stains left on the floor from contractor equipment shall
                be
                removed from the floor. Contractor shall machine scrub the warehouse
                floor
                prior to turnover of space to the customer,
                U.O.N.




1.9
            SUPERVISION:
                The general contractor shall provide a highly experienced jobsite
                superintendent, acceptable to the owner, to manage all the work during
                the
                course of construction. Superintendent will be on jobsite a minimum
                of
                twenty (20) hours per week, or as specified in Invitation to Bid,
                depending on job size.





**DIVISION
      3**  **CONCRETE**





3.1
            PATCHING:
                Any removal and replacement of the concrete slab shall meet the
                requirements of the existing slab. Backfill and subgrade shall be
                compacted to 95% of maximum dry density determined in accordance
                with ASTM
                D-1557. Dowel the new concrete patch to the existing slab with 1/2"
                steel
                dowels, extending a minimum of 8" into slab at 18" o.c., secured
                with
                epoxy. Use 4,000 psi. (at 28 days) concrete for the pour back. All
                trench
                patching in the warehouse area shall have a 1/8 inch radius edge.
                Prior to
                pouring concrete, stone the existing saw cut edge with an abrasive
                brick
                to approximate a 1/8-inch radius
                edge.





**DIVISION
      4 MASONRY**





**DIVISION
      5 METALS**





5.1
            BOLLARDS:
                Furnish and install two (2) 6" diameter, concrete filled, thin wall
                steel,
                pipe bollards extending 4'-0" A.F.F., set in 3'-0" of concrete at
                each
                grouping of electrical transformers and panels and at all sprinkler
                risers
                in all warehouse areas and other locations exposed to vehicular traffic.
                Paint new bollards OSHA "Caution
                Yellow".




5.2
            Framing
                for roof penetrations and supports for all rooftop equipment must
                be
                reviewed, approved and stamped by a structural engineer. See
                15.3.6.





**DIVISION
      6**  **WOOD
      AND PLASTICS**





6.1
            CABINETS:
                Furnish and install a coffee bar and/or lunch room base and wall
                cabinet.
                The cabinet(s) shall be plastic laminate by Wilsonart, Nevamar or
                equal in
                the manufacturer's standard color. The cabinet(s) shall be 6-'0"
                long
                minimum and 34" high with European style hinges and chrome wire pulls
                U.O.N. Each cabinet shall have one row of drawers over doors.




6.2
            COUNTERTOPS:
                The countertops shall be plastic laminate by Wilsonart, Nevamar or
                approved equal. The coffee bar tops shall have a square front and
                top edge
                with a 4" splash.




6.3
            LAVATORY
                COUNTERTOPS: All toilet rooms with multiple lavatories shall have
                vanities. The lavatories shall be installed with a plastic laminated
                countertop with a 2" square face and a 4" backsplash. Single accommodation
                toilet rooms shall receive wall-mounted lavatories.




6.4
            MILLWORK
                QUALITY: Architectural millwork and cabinetry shall be of a construction
                quality equal to that of the Architectural Woodwork Institute's (AWI)
                custom grade for flush overlay
                construction.




**DIVISION
      7**  **THERMAL
      AND MOISTURE PROTECTION**




7.1
            ROOF
                INSULATION: N/A unless noted on
                drawings









7.2
            CEILING
                INSULATION: Where permitted by code furnish and install R-19 (or
                as
                required by the energy compliance calculation), unfaced fiberglass
                batt
                insulation on top of the suspended acoustical ceiling at conditioned
                spaces.




7.3
            THERMAL
                WALL INSULATION: Furnish and install R-11 (or as required by the
                energy
                compliance calculation) unfaced fiberglass batt insulation from floor
                to
                roof in walls between conditioned and unconditioned spaces or from
                floor
                to ceiling if batts are installed horizontally on top of the acoustic
                ceiling. Furnish and install R-11 at all furred exterior concrete
                walls.
                Insulate all tenant demising walls to 10'-0" A.F.F. a minimum run
                of 60'
                or 20' beyond office area, whichever is greater, with R-11 fiberglass
                insulation.




7.4
            ACOUSTIC
                INSULATION: Furnish and install 3 1/2" unfaced fiberglass batt acoustic
                insulation in all toilet and shower room walls and
                ceilings.




7.5
            INSULATION
                FACING: All exposed fiberglass batt insulation shall have an FSK-25
                or
                equivalent facing.




7.6
            SKYLIGHTS:
                Existing skylights in conditioned areas shall be sealed if they are
                vented.




7.7
            ROOFING:
                The contractor shall use the building shell roofing contractor or
                ProLogis
                approved roofing contractor to patch all roof penetrations. Hot mop-in
                the
                new roof penetrations such that the existing roof warranty is maintained.
                The patch shall also meet all of the requirements stated in the building
                shell specifications. Pipe and conduit penetrations at the roof shall
                receive lead pipe flashing with screw clamp and elastomeric sealant
                and
                shall also be hot asphalt patched with 4 ply.




7.8
            ARCHITECTURAL
                SHEETMETAL: Furnish and install sheet metal cap flashing on top of
                any
                roof mounted wood sleepers approved by
                owner.




7.9
            FIRE
                SAFING: Penetrations at one hour walls shall be fire safed or
                caulked.





**DIVISION
      8**  **DOORS
      AND WINDOWS**





8.1
            INTERIOR
                DOORS AND FRAMES: Furnish and install 3'-0" x 7-0'x1-3/4", solid
                core
                birch door with hollow metal frames, with 1-1/2 pairs of butts per
                door
                U.O.N. Doors receiving closers shall receive ball-bearing butts.
                Doors and
                frames shall be fire-rated as required. When working in an existing
                tenant
                space, the new doors and frames shall match the existing doors and
                frames
                U.O.N.




8.2
            NEW
                EXTERIOR DOORS/FRAMES: 20 gauge, full flush, 1-3/4" thick hollow
                metal
                with fibrous honeycomb core. Install rain drip seal on new hollow
                metal
                doors. Frames: 18 gauge with 2" faces and 5/8" stops formed internal
                corners mitered, welded and ground
                smooth.




8.3
            INTERIOR
                DOOR HARDWARE: Furnish and install****ADA
                compliant Schlage(or
                Best Hardware where specified) Grade 1 lever-type passage hardware
                on all
                doors except single accommodation toilet rooms which shall receive
                privacy
                locks. Multi-accomodation restrooms shall receive push/pull hardware
                with
                a closer. Single accommodation restrooms shall have spring loaded
                hinges.
                The door hardware shall have a brushed chrome 626 finish U.O.N. Furnish
                and install weather-stripping, closers, and drop seals at doors between
                conditioned and non-conditioned areas. Closers shall be installed
                on the
                toilet room or office****side
                of the door.**All
                doors shall have floor stops.**When working in an existing tenant space, the new door hardware shall
                match the existing door hardware
                U.O.N.




8.4
                EXTERIOR
                    DOOR HARDWARE: Match the existing building hardware. Include
                    door closers
                    and latch guards on all new exterior
                    doors.




8.5
            KEYS:
                Key all new and existing doors within the tenant space to the ownerskeying
                schedule.




8.6
            DOOR
                SIGNAGE: Include all signage per code (Handicap, Exit,
                etc.)




8.7
            OVERHEAD
                DOORS: Match the existing building overhead doors. If no O.H. doors
                exist,
                use Overhead Door Company or equal with 3" track 20 gauge door vertical
                reinforced bottom rail, with step plate flush panel sectional. Saw
                a
                licensed structural engineer must certify cutting at exterior concrete
                panels. No overcuts will be
                allowed.




8.8
            INTERIOR
                WINDOW FRAMES/GLASS: Interior windows shall be 1/4" clear tempered
                glass
                set in hollow metal frames to match the interior door frames.




8.9
            MIRRORS:
                Furnish and install 3’6” high x 1/4" thick plate glass mirrors with two
                coats silver and electroplated copper backing, and wiped edges at
                all
                lavatories. The mirror shall be the length of the lavatory top set
                directly on top of the splash and extending to the underside of the
                light
                shelf. If wall mounted lavatories are used, the mirror shall be a
                Bobrick
                2436.




8.10
            EXTERIOR
                GLASS: The glass in new storefront doors and "in-filled" truck door
                openings shall match the existing building glass. If the building
                glass is
                a long lead item, install gray vision glass (tempered if necessary)
                for
                temporary use until building standard glass is
                available.




8.11
            WINDOW
                MULLIONS: Interior drywall partitions shall meet the exterior window
                wall
                at an existing mullion with an end cap finished to match the existing
                exterior storefront.





**DIVISION
      9**  **FINISHES**





9.1
            FIRE
                RATED WALLS: All Rated walls and partitions to meet UL U419 listed
                standards or equal. Metal studs with one layer of 5/8" type "X" gypsum
                board on each side from the floor to the roof deck. The stud size
                and
                spacing shall be per the stud manufacturer's tables and local code
                requirements. Install fire safing between the gypsum board and roof
                deck
                U.O.N. Provide proper UL listed head joint detail when required by
                code.
                Penetrations at one hour walls shall be fire safed or caulked per
                UL
                listings.




9.2
            FULL
                HEIGHT DRYWALL PARTITIONS (including one-hour rated tenant demising
                wall):
                Metal studs with one layer of 5/8" type "X" gypsum board on each
                side from
                the floor to the roof deck. The stud size and spacing shall be per
                the
                stud manufacturer's tables and local code requirements. Drywall installed
                above an acoustical ceiling shall be fire taped and screws spotted.****









9.3
            OFFICE
                DRYWALL PARTITIONS: All partitions in areas with ceilings shall be
                under
                grid 3-5/8" x 25 GA. metal studs at 16" o.c. with 1/2" gypsum board
                on
                each side. The ceiling grid shall be****installed
                first with****walls
                built to the grid. The intersection of the wall at the grid shall
                be snug
                and flush. Install finished half-bead at the top of the wall. Toilet
                room
                perimeter walls shall be undergrad, with 1/2" sheet rock screwed
                to
                ceiling grid inside restrooms. Furr perimeter concrete walls and
                interior
                columns in office areas to 12" above the grid.




9.4
            OFFICE/TOILET
                RM. WALL/CEILING FINISH: All drywall shall receive a smooth finish.




9.5
            WAREHOUSE
                GYPSUM BOARD WALL FINISH: All demising drywall in the warehouse shall
                be
                fire taped only, UNO. Spot nails in firetaped areas. The office/warehouse
                wall shall receive a smooth, painted finish with 6” painted straight wood
                base.




9.6
            END
                CAPS: Where a partition meets a window mullion, furnish and install
                an
                aluminum "wall end cap" finished to match the storefront
                U.O.N.




9.7
            WAINSCOT:
                Walls behind mop sinks and laundry trays shall receive a 4' x 4'
                wainscot
                of FRP along each side of the sink in contact with the wall. All
                wet walls
                shall receive water resistant drywall (green
                board).




9.8
            ACOUSTIC
                CEILING TILE: Furnish and install 24" x 48" x 5/8" Cortega # 769
                non-directional fissured tile, installed at 9'-0" A.F.F., U.O.N.
                in all
                office areas except toilet and shower
                rooms.




9.9
            ACOUSTIC
                CEILING TILE SUSPENSION SYSTEM: Furnish and install Class "A" 15/16"
                exposed "T" grid system, intermediate duty with 1-1/2" main tee,
                1-1/2"
                cross tee, and 7/8" x 7/8" wall mold as manufactured by Donn or equal.
                Fire rated grid and tile shall be used where code requires. The grid
                color
                shall be white to match the tile exactly. Tent light fixtures in
                rated
                ceilings per code.




9.10
            CARPET:
                Carpeting shall bePatcraft
                Socrates,
                solution dyed 100% nylon loop 26 oz. per square yard average yarn
                weight
                minimum, 1/10th gauge, color to be selected from manufacturer's standard
                colors U.O.N. Carpet shall be direct glue down U.O.N. Contact Carol-Anne
                Kahian at Patcraft Commercial Carpet 404-843-1530 for pricing
                information.




9.11
            CARPET
                BORDERS: Carpet insets or borders when specified as a customer upgrade
                shall be mitered at the corners.




9.12
            CARPET
                PAD: Only when specified by the customer as an upgrade, shall be
                a minimum
                3/8" thick, 8lb. dense rebound or slab rubber
                pad.




9.13
            VINYL
                COMPOSITION TILE: Where indicated, furnish and install 1/8" gauge,
                standard grade, VCT as manufactured by Tarkett or Armstrong. Install
                VCT
                in all lunchrooms and toilet rooms.




9.14
            RUBBER
                BASE: All areas receiving floor covering shall have 4" high topset
                rubber
                base as manufactured by Burke, Roppe, or Tarkett in a standard
                color.




9.15
            TRANSITION
                STRIPS: Furnish and install vinyl transition strips at all changes
                in
                flooring material U.O.N., to match cove
                base.




9.16
            CERAMIC
                TILE:




Restrooms :
      Only
      when specified by the customer as an upgrade on the plans use 2x2 American
      Olean
      ceramic tile or equal slip resistant on floors and 4x4 ceramic tile on walls
      as
      noted on plans.


Entrances :
      When
      specified on plans, 8"x8" American Olean ceramic tile or equal.




Grout :
      color
      to be selected from manufacturer's standard colors. The tile floor shall be
      cleaned after installation to remove excess mortar and grout. The grout shall
      be
      sealed per manufacturer's recommendations.




9.17
            CONCRETE
                FLOOR SEALER: All areas with an exposed concrete floor shall be thoroughly
                cleaned and prepared to receive concrete sealer. Apply two coats
                of
                Sonneborn "Lapidolith" or Ashford concrete hardener and sealer on
                any new
                unsealed development project. Floor slabs that have been previously
                sealed
                with acrylic sealer shall be machine scrubbed and be resealed with
                18%
                solids seal prior to occupancy by a new customer.




9.18
            PAINT
                - NEW INTERIOR: Provide (2) coats of flat latex paint on all interior
                walls. Toilet rooms and break rooms shall receive one (1) coat of
                latex
                semi-gloss enamel over one (1) coat of PVA sealer. Hollow metal door
                frames shall receive two (2) coats of alkyd semi-gloss enamel over
                a
                properly primed surface. Adhere to all surface preparation and application
                requirements per manufacturer’s product specification data. Standard of
                quality shall be PPG/Porter Paints professional best product offering
                such
                as Porter Paints ProMaster 2000 or Pittsburgh Paints Speedhide.




9.19
            PAINT
                - REPAINT INTERIOR: When re-painting in an occupied area, utilize
                zero VOC
                paint in the appropriate finish. Adhere to all surface preparation
                and
                application requirement per manufacturer’s product specification data.
                Standard of quality shall be PPG Industries zero VOC product offering
                such
                as PPG/Pittsburgh Paints Pure Performance
                Line.




9.20
            STAIN
                - NEW INTERIOR: Provide one (1) coat of stain, one (1) coat of sealer,
                and
                two (2) coats of polyurethane satin finish for all interior wood
                doors.
                Adhere to all surface preparation and application requirements per
                manufacturer’s product specification data. Standard of quality shall be
                PPG/Porter Paints professional best product offering such as Porter
                Paints
                Wood Guardian or Pittsburgh Paints Rez Line.




9.21
            WALLCOVERING:
                Walls receiving wall covering shall receive one coat of sealer. Warehouse
                demising walls shall not be painted unless requested by customer
                as an
                upgrade.




9.22
            PAINT
                - EXTERIOR: The exterior of the office/warehouse wall shall be painted
                with exterior acrylic flat white paint. Adhere to all surface preparation
                and application requirements per manufacturer’s product specification
                data. Standard of quality shall be PPG/Porter Paints professional
                best
                product offering such as Porter Paints Acri Pro 100 or Pittsburgh
                Paints
                Speedhide.




**DIVISION
      10**  **SPECIALTIES**





10.1
            TOILET
                ACCESSORIES:




Napkin
      Disposals :
      Bradley
      #4781-15 sanitary napkin disposal in each women’s toilet stall U.O.N., surface
      mounted 19" min. a.f.f. to centerline of unit.









Paper
      Towel Dispenser :
      Bradley
      #250-15 (for single accommodation toilet rooms) or a Bradley #237, semi-recessed
      38" -48" aff. to towel opening (for multiple accommodation toilet
      rooms)




Toilet
      Paper Holder :
      Bradley
      #5224 double toilet paper holder, surface mounted.




Grab
      Bars :
      Bradley
      #8120-00136 (rear) and Bradley #8120-00142(side) stainless steel, mounted 33"
      -
      36" aff. per ADA.




10.2
            TOILET
                PARTITIONS: Furnish and install metal, floor mounted, toilet partitions
                with a baked enamel finish by Global Steel, Knickerbocker or equal
                in
                manufacturers standard "quick ship" color. Project Manager may substitute
                plastic laminated partitions pending approval of
                specifications.




10.3
            SIGNAGE:
                Furnish and install all handicap and exit signage as required by
                code.





**DIVISION
      11**  **DOCK
      EQUIPMENT**





11.1
            MANUFACTURER:
                All dock equipment when required by the customer as an upgrade shall
                be
                Rite-Hite or Serco.




11.2
            LEVELER
                PIT: All exposed edges of the dock leveler pit shall be protected
                with
                steel corner angles. The existing steel angle or channel at the face
                of
                the existing dock shall be replaced with new steel integrally tied
                to the
                new pit. If overcuts are made when saw cutting the concrete slab
                for the
                new pit, the overcuts shall be epoxied. Pits shall extend to the
                10’ pour
                back line.


11.3
            DOCK
                LEVELERS: Rite Hite Model PLM8630 6’x8’ 30,000 lb capacity, with 16" lip,
                (or equal by Serco) with recessed pit per manufacturer's
                detail.




11.4
            EDGE
                OF DOCK LEVELERS: Serco Bluff Model EZP7225 72” wide x 25,000 lb capacity
                with 16" lip (or equal by Rite-Hite). Must be mounted per manufacturer's
                instructions.




11.5
            DOCK
                SEALS: Rite-Hite PLATP793 (or approved equal) with 22 oz. black vinyl
                base
                fabric and 40 oz. vinyl wear pleats with an 8” exposure. The projection
                shall be 10” standard or




21”
            at
                E.O.D.'s including wood block outs.




11.6
            DOCK
                SHELTERS: Rite Hite PLLE524 dock shelters (or approved equal). The
                fabric
                shall be 40 oz black hypalon. The projection shall be 24” standard and 36”
                at E.O.D.'s.




11.7
            DOCK
                LIGHTS: Serco or Rite Hite adjustable dock loading light Model SH-40
                (or
                approved equal) with 40” extension.




11.8
            DOCK
                BUMPERS: Serco or Rite Hite 24" Model B410-24 (or approved equal).
                Anchor
                to embed dock angle and anchor bolt per manufacturer
                recommendations.




**DIVISION
      12**  **FURNISHINGS**





12.1
            BLINDS:
                All exterior windows, including exterior warehouse windows where
                noted and
                windows above any acoustic ceilings, shall receive mini-blinds by
                Bali
                "Classic" or equal, with a valance, in a color selected by owner.
                The
                blinds shall be "inside mounted" (between the vertical window mullions)
                flush with the inside face of the mullion. Storefront doors and any
                interior windows shall not receive blinds,
                U.O.N.





**DIVISION
      15**  **PLUMBING**





15.1.1
            DESIGN
                BUILD: Unless engineered plumbing system drawings are included in
                the bid
                documents, the plumbing work shall be performed on a design-build
                basis.
                The design-build plumbing contractor shall furnish and install a
                complete
                and operative plumbing system to meet all local and state
                codes.




15.1.2
            PLANS:
                Provide plumbing plans for architect and owner's
                review.




15.1.3
            SEWER
                LINES: Sewer, soil and waste lines within the building below the
                finished
                floor elevation shall be schedule 40 ABS plastic or schedule 40 PVC
                plastic pipe. Sewer, soil andwaste
                lines within the building above the finished floor elevation shall
                be
                standard weight cast iron. ABS piping may be used above the finished
                floor
                if permitted by code and approved by the
                owner.




15.1.4
            GAS
                LINES: All gas lines shall be run under the roof above the bottom
                cord of
                the trusses. All new and existing gas lines within a single tenant
                space
                shall be connected to a separate gas meter.




15.1.5
            PIPE
                MATERIAL: All pipe materials shall be subject to the requirements
                of the
                City and/or governing body. All domestic water, condensate and smitty
                pan
                drain lines must be copper. All piping shall be rigidly secured within
                chases. Provide access door for all valves (water and fire sprinkler
                test)
                that are located within the lease
                space.




15.1.6
            PLUMBING
                FIXTURES AND TRIM:




Lavatory
      for vanity :
      American Standard, "Aqualyn", model #0476.028, white, self-rimming or equal
      with
      a Delta Model 523 WF HDF single lever type faucet assembly with a grid strainer
      and bright chrome finish.




Wall-hung
      lavatory :
      American Standard, "Lucerne", model 0355.012, white, wall mounted lavatory
      or
      equal with a Delta Model 523 WF HDF single lever type faucet assembly with
      a
      grid strainer and bright chrome finish.




Water
      closet :
      American Standard, "Madera" elongated, 1.5 GPF, model #3043.102 for 17" high
      handicap and 2234.015 for non-handicap applications or approved equal in white,
      with an Olsonite #95 seat and a Sloan #111 flush valve.




Water
      Closet if Water Supply is not sufficient for Flush Valve :
      American Standard ‘Cadet’ elongated pressure-assisted toilet, Model # 2333.100
      (white) with Olsonite #64 SSTL toilet seat (white) for non-handicapped
      applications.




American
      Standard ‘Cadet’ Right Height Elongated pressure-assisted toilet, model #
      2377.100 (white) with Olsanite # 64 SSTL toilet seat (white) for ADA
      applications.




Urinal :
      American Standard, "Allbrook", model 6540.017, or approved equal, white, and
      a
      Sloan 180-1.5 flush valve.




Coffee
      bar / Lunch Room sink :
      Elkay
      "Peacemaker Starlite" model PSR-1918, stainless steel, with a Delta #100 faucet.
      If the Lunchroom base cabinet is 8'-0" or longer, use an Elkay model GECR
      2521.









Shower
      enclosure :
      when
      specified as a customer upgrade use Florestone, wheelchair accessible fiberglass
      shower stall, 44-52H white with grab bars, seat, mixing valve and shower curtain
      rod.




Water
      heater :
      The
      water heater shall be A.O. Smith, State or approved equal sized to meet the
      demand. It shall be installed in a smitty pan draining into a hub drain with
      a
      trap primer. The location shall be as located by the architect or approved
      by
      the owner. All plumbing connections shall be made with dielectric unions. Locate
      water heater above ceiling in a location to allow future maintenance of the
      heater as allowed by code.




Water
      Cooler :
      Elkay
      (ADA accessible) Model # EBFSA-8




Janitor’s
      Hand Sink :
      Mustee
      Utilitub Model # 18F - Floor mount, or Model 18W - wall hung, or
      equal.




Janitor’s
      Mop Service Basin: Mustee
      Model # 62M 24” x 24” x 8 1⁄4” with Mustee Service Faucet Part No. 63.600A chrome
      plated brass service sink faucet, 1⁄2” pipe eccentric inlets on 8” centers, or
      equal.




15.1.7
            CONDENSATE
                DRAINS: Furnish and install insulated copper condensate drainage
                lines
                with proper venting for all HVAC equipment, or Schedule 40 PVC as
                allowed
                by Code. The lines shall be no smaller than 3/4" diameter and shall
                be
                located under the roof unless prohibited by code. Drains shall tie
                into
                nearest hub drain or dry well or where allowed by
                code.




15.1.9
                MAIN
                    WATER LINE: If a main domestic water line is not existing above
                    the tenant
                    space, furnish and install a 2" diameter copper water line at
                    the roof
                    installed above the bottom cord of the trusses, properly braced
                    to avoid
                    movement. At each future tenant space that the line crosses,
                    install a 2"
                    "T" with 2" gate valve (one valve per storefront door). Extend
                    the water
                    line through the tenant demising wall into the "down stream"
                    adjacent
                    tenant space with a 2" diameter gate valve.****




15.1.11
            CLEAN-OUTS:
                Furnish and install a brass floor clean-out cover at the proper finished
                elevation as required. If the clean-out is in the warehouse area,
                furnish
                and install a traffic rated cover.




15.1.12
            INSULATION:
                Insulate all water piping (except Florida)with
                1” insulation. Use 1 1⁄2” insulation for piping in exterior
                walls.





**DIVISION
      15**  **FIRE
      PROTECTION**


15.2.1
            DESIGN
                BUILD: The fire protection work shall be performed on a design-build
                basis. The design-build fire protection contractor shall furnish
                and
                install all modifications to the existing fire sprinkler system to
                meet
                all applicable local and state fire code requirements. Sprinkler
                heads
                shall be dropped into all suspended ceiling areas. Upgrade of existing
                system shall conform to a class IV occupancy.




15.2.2
            PIPE
                MATERIAL: All fire sprinkler piping shall be standard schedule 40
                pipe
                U.O.N.




15.2.3
            SPRINKLER
                HEADS: The fire sprinkler heads in areas with ceilings shall be chrome,
                semi-recessed, with chrome escutcheons. When "second look" acoustical
                ceiling tiles are used, sprinkler heads shall be centered on the
                half
                tile.




15.2.4
            HYDRAULIC
                TESTING: The contractor shall include the cost of any required hydraulic
                testing of the fire sprinkler
                system.




15.2.5
            FIRE
                EXTINGUISHERS: Fire extinguishers shall be furnished and installed
                in the
                office and warehouse per fire code. Coordinate location of fire
                extinguishers with local inspection authority. Extinguishers may
                be wall
                hung.




15.2.6
            SYSTEM
                SHUT DOWN: The building may be equipped with an ESFR fire protection
                system and booster pump. The pump must be turned off prior to causing
                any
                flow in the system. The pump must be turned back on immediately after
                flow
                is complete each day. Hoses must be used to drain down the system
                to avoid
                staining of concrete and asphalt surfaces and damage to landscape
                areas.
                Contact the Owner's property manager prior to performing any work
                on the
                fire system, or deactivating the
                pump.




15.2.7
            In
                buildings with ESFR systems, maintain the necessary clearances to
                avoid
                sprinkler head obstructions. Utilize FM Global Property Loss Prevention
                Data Sheets 2-2 for guidance.





**DIVISION
      15**  **HVAC**





15.3.1
            DESIGN
                BUILD: Unless engineered HVAC system drawings are included in the
                bid
                documents, the HVAC work shall be performed on a design-build basis.
                The
                design-build HVAC contractor shall furnish and install a complete
                and
                operative HVAC system to meet all local and state
                codes.




15.3.2
            PLANS:
                Provide HVAC plans for architect and owner's
                review.




15.3.3
            WARRANTY
                AND SERVICE: All work shall include a one year parts and labor warranty
                and a 90 day service contract from the date of project
                completion.




15.3.4
            DESIGN
                TEMPERATURES: The HVAC system shall maintain 75 degrees indoors,
                on a 100
                degree outdoor day or local ASHRAE standards and code requirements,
                whichever is more stringent.




15.3.5
            UNITS:
                The HVAC units shall be gas, bottom discharge, as manufactured by
                Carrier,
                Trane, or York**(NOTE:
                Heat shall be electric in Florida).**Units shall be installed on a leveled, manufactured curb. All rooftop
                equipment shall be seismically fastened to the structure. Side discharge
                units may not be used. Furnish and install economizers on all units
                larger
                than five tons and whenever required by the energy code. The wiring
                shall
                be coordinated with the electrical contractor, and the units shall
                be
                wired to available 277/480 service.




15.3.6
            UNIT
                LOCATIONS: HVAC and evaporative cooler units (when used) shall be
                located
                on roof, adjacent to a glulam beam or girder, at or near a structural
                column, set back from building edge to hide them from sight. Framing
                for
                roof penetrations and supports for all roof-top equipment must be
                reviewed, approved and stamped by a structural
                engineer.




15.3.7
            EVAPORATIVE
                COOLER: N/A









15.3.8
            CURBS/SLEEPERS:
                All mechanical units (HVAC units, exhaust fans and relief vents)
                shall be
                located on roof and shall be installed with a self flashing, leveled,
                factory curb. Furnish and install 4 inch leg cant strips around all
                curbs.
                Absolutely no wood or metal sleepers may be used without owner's
                written
                permission.




15.3.9
            CONTROLS:
                The HVAC system shall be connected White-Rogers programmable thermostats
                and shall have an automatic change-over
                feature.




15.3.10
            EXHAUST
                FANS: Furnish and install an exhaust fan in each toilet room and
                shower
                room (if applicable). Install a supply air grille in the toilet
                rooms.




15.3.11
            DUCTING:
                All vertical ducting shall be galvanized spiral, insulated with 1-1/2"
                wrap and vapor barrier. Horizontal runs may be galvanized spiral
                or duct
                board. Any exposed duct in a conditioned warehouse area must be galvanized
                spiral sheet metal. Final connections to the registers shall be made
                with
                a minimum 5' soft flex duct for sound attenuation,**and
                a maximum of 8’ in length.**.
                All plenums shall be fabricated from insulated galvanized sheet metal
                of
                appropriate gauge for low pressure use. Plenums shall extend from
                the unit
                to the level of the horizontal branches. No ducting or plenum drops
                may be
                installed over warehouse space, unless approved by owner. If the
                project
                is a remodel of an existing system, all abandoned ducting shall be
                removed.




15.3.12
            FITTINGS:
                All wye branch fittings shall have volume dampers with locking quadrant
                in
                main and branch ducts. The dampers shall be tagged for easy
                recognition.




15.3.13
            GRILLES:
                All conditioned areas shall have a supply register and a ducted return
                register. Transfer grills are not permitted. Supply air registers
                shall be
                white baked enamel 2'x2' lay in by Metalaire # 5800 and shall have
                a 4-way
                blow.




15.3.14
            FILTERS:
                Filters shall be located at the return
                register.




**15.3.15**
            **CONDENSATE
                DRAINS & PIPING: See section
                15.1.7.**





**DIVISION
      16**  **ELECTRICAL**





16.1
            DESIGN
                BUILD: Unless engineered electrical system drawings are included
                in the
                bid documents, the electrical work shall be performed on a design-build
                basis. The design-build electrical contractor shall furnish and install
                a
                complete and operative electrical system to meet all local and state
                codes.




16.2
              PLANS:
                  Provide electrical plans for architect and owner's
                  review.




16.3
            ENERGY
                CALCS: Provide energy compliance and code lighting calculations if
                required by local authority.




16.4
            METER
                SECTION: Furnish and install an electrical meter section "bussed
                for
                future" sections if not existing.




16.5
            PANELS
                AND TRANSFORMERS: the owner shall approve the locations of the 277/480
                volt electrical panel, the transformer, and the 120/208 volt electrical
                panel. Typically theseshould
                be located on the office/warehouse wall adjacent to the toilet rooms.
                The
                electrical panels and transformer shall be sized to allow for a 25%
                increase in the number of circuits in the future. Transformers shall
                be
                suspended a min. of 12' a.f.f.




16.6
            OFFICE
                LIGHTING: Furnish and install 2'x4' three lamp lay-in fluorescent
                light
                fixtures with standard acrylic lens (Lithonia Model # 2GT 3 32 A12
                277 ES
                or approved equal)., and shall be wired to the 277/480 volt panel,
                75 foot
                candles minimum at 3' A.F.F. or as permitted by code but no less
                than two
                (2) fixtures per 10’x12’ office. Wire one (1) light fixture near each exit
                door to provide 24 hour lighting.




16.7
            TOILET
                ROOM LIGHTING: Furnish and install 2'x4' surface mounted fluorescent
                light
                fixtures by Lithonia #2GT8F 3 32 A12 277 or approved equal, with
                prismatic
                acrylic lens and (3) T-8 low watt type lamps U.O.N., wired to the
                277/480
                volt panel.




16.8
            WAREHOUSE
                LIGHTING: If not included in the building shell, furnish and install
                400
                watt metal halide fixtures to achieve an average 20 foot candles
                of
                maintained light measured at 30" A.F.F. in the warehouse space prior
                to
                installation of racking. Wire a minimum of one (1) light fixture
                near each
                of the exit doors and office / warehouse doors to provide 24 hour
                lighting. All fixtures shall be installed with 6 feet of flex conduit.
                Light fixture placement is critical in buildings with an ESFR fire
                sprinkler system so that proper clearances are maintained. Locate
                light
                fixtures midway between ESFR sprinkler heads or midway between sprinkler
                lines. Variations from this layout necessary to accommodate the tenant's
                racking must meet fire code requirements.




16.9
            OUTLET
                BOXES: All outlet boxes for wall switches, wall receptacles, telephone,
                etc. shall be galvanized steel or cast type boxes.




16.10
            RECEPTACLES:
                Furnish and install two (2) 110V duplex receptacles and one (1) telephone
                "ring and string" in each office. Any unused telephone boxes shall
                receive
                a blank cover.




16.11
            DEDICATED
                RECEPTACLES: Furnish and install a dedicated 110 volt quadraplex
                outlet at
                the telephone board.




16.12
            GFI
                RECEPTACLES: Provide one GFI electrical outlet in each toilet room
                and one
                above the break room counter. Install GFI receptacles wherever required
                by
                code.




16.13
            WAREHOUSE
                SWITCHING: The warehouse lighting shall be controlled at the electrical
                panel, unless noted otherwise on the
                drawings.




16.14
            ELECTRICAL
                CONDUIT / CONDUCTOR MATERIAL: All conduit shall be EMT or MC cable.
                All
                conductors must be copper.**ESFR
                sprinkler heads shall not be obstructed by
                conduit.**




16.15
            CONDUIT
                INSTALLATION: All conduits in areas without ceilings shall be installed
                at
                or above the bottoms of the trusses or beams. All conduits shall
                be run at
                90 degrees or parallel to structural members, walls floors and ceilings.
                No conduit may be installed below the slab or on top of the roof
                without
                the owner's written permission.




16.16
            TELEPHONE
                CONDUIT: Furnish and install a 2" diameter metal conduit for phone
                system
                from the building telephone service entrance to a telephone board
                within
                the tenant space. Use PVC where allowable by code. Field verify location
                of building telephone service entrance.**Verify
                that the conduit does not obstruct ESFR sprinkler
                heads.**









16.17
            TELEPHONE
                BOARD: Furnish and install one, 4'x8'x3/4", APA C-D plugged (paint
                grade),
                fire retardant plywood telephone backboard for mounting customer's
                electrical or telephone equipment.





16.18
            **TRIM
                COLOR: All light switches, outlets and electrical trim shall be white
                U.O.N.**











**PROLOGIS
      MASTER FINISHES**


**5/2003**





**** **OPTION
      ‘A’**





**Rubber
                Base**RB-1
            Roppe#P193Color:
                Black Brown4"
                Cove**Paint**P-1
            Porter
                Paints#6914-1Color:
                Soft Antique WhiteWalls:
                Flat FinishP-2
            Porter
                Paints#7182-1Color:
                Char BrownAll
                door frames: Semi-Gloss Alkyd Finish**Plastic
                Laminate**PL-1
            Wilsonart#4789-60Color:
                Limestone**Carpet**CPT-1
            PatcraftSocrates
                II#I0069-69314Color:
                Croce26
                ounce**Vinyl
                Composition Tile**VCT-1
            ArmstrongStandard
                Excelon Imperial Texture#51872Color:
                Tea Garden Green12"
                x 12"**Door
                Stain**
            Duron
                Double Pecan: in one gallon clear stain base, add 8 oz. L-8Y
                colorant









**PROLOGIS
                MASTER FINISHES****5/2003**


**OPTION
                ‘B’****Rubber
                Base**RB-1
            Roppe#P140Color:
                Fawn4"
                Cove**Paint**P-1
            Porter
                Paints#6901-1Color:
                White GoldWalls:
                Flat FinishP-2
            Porter
                Paints#6749-2Color:
                Brown AcornAll
                door frames: Semi-Gloss Alkyd Finish**Plastic
                Laminate**PL-1
            Formica#7220-58
                Tundra TerraColor:
                String.net (Matte Finish)**Carpet**CPT-1
            PatcraftSocrates
                II#I0069-69509Color:
                Gellner26
                ounce**Vinyl
                Composition Tile**VCT-1
            ArmstrongStandard
                Excelon Imperial Texture#51804Color:
                Earthstone Greige12"
                x 12"**Door
                Stain**
            Duron
                Double Pecan: in one gallon clear stain base,add
                8 oz. L-8Y colorant









**PROLOGIS
                MASTER FINISHES****5/2003****OPTION
                ‘C’****Rubber
                Base**RB-1
            Roppe#P100Color:
                Black4"
                Cove**Paint**P-1
            Porter
                Paints#7165-1Color:
                Ermine WhiteWalls:
                Flat FinishP-2
            Porter
                Paints#7167-2Color:
                Weathered GrayAll
                door frames: Semi-Gloss Alkyd Finish**Plastic
                Laminate**PL-1
            Formica#7711-58Color:
                Metallic Gauze (Matte Finish)**Carpet**CPT-1
            PatcraftSocrates
                II#I0069-69521Color:
                Baltasar26
                ounce**Vinyl
                Composition Tile**VCT-1
            ArmstrongStandard
                Excelon Imperial Texture#51860Color:
                Soft Cool Gray12"
                x 12"**Door
                Stain**
            Duron
                Double Pecan: in one gallon clear stain base,add
                8 oz. L-8Y colorant









**PROLOGIS
                MASTER FINISHES****5/2003****OPTION
                ‘D’****Rubber
                Base**RB-1
            Roppe#P177Color:
                Steel Blue4"
                Cove**Paint**P-1
            Porter
                Paints#7123-1Color:
                Oxford WhiteWalls:
                Flat FinishP-2
            Porter
                Paints#7151-2Color:
                CharcoalAll
                door frames: Semi-Gloss Alkyd Finish**Plastic
                Laminate**PL-1
            Formica#692-58Color:
                Folkstone Celesta (Matte Finish)**Carpet**CPT-1
            PatcraftSocrates
                II#I0069-69401Color:
                Augustine26
                ounce**Vinyl
                Composition Tile**VCT-1
            ArmstrongStandard
                Excelon Imperial Texture#51903Color:
                Blue/ Gray12"
                x 12"**Door
                Stain**
            Duron
                Double Pecan: in one gallon clear stain base,add
                8 oz. L-8Y colorant









**PROLOGIS
                MASTER FINISHES****5/2003****OPTION
                ‘E’****Rubber
                Base**RB-1
            Roppe#P130Color:
                Buckskin4"
                Cove**Paint**P-1
            Porter
                Paints#6903-2Color:
                Willow GoldWalls:
                Flat FinishP-2
            Porter
                Paints#6713-2Color:
                Maple SugarAll
                door frames: Semi-Gloss Alkyd Finish**Plastic
                Laminate**PL-1
            Formica#7708-58Color:
                Flax Gauze (Matte Finish)**Carpet**CPT-1
            PatcraftSocrates
                II#I0069-69108Color:
                Searle26
                ounce**Vinyl
                Composition Tile**VCT-1
            ArmstrongStandard
                Excelon Imperial Texture#51830Color:
                Cottage Tan12"
                x 12"**Door
                Stain**
            Duron
                Double Pecan: in one gallon clear stain base,add
                8 oz. L-8Y colorant