Exhibit
      10.1

     

    
      LEASE
        AGREEMENT

    

     

    THIS
      OFFICE LEASE (the "lease") made as of 1st
      day of
      March, 2007, between Harriet
      Dupree Bradley, ("landlord"), and Southern Bella, Inc., a Delaware corporation
      ("tenant").

     

    ARTICLE
      I. Term

     

    (A)
      Premises 

     

    Landlord
      hereby leases to tenant and tenant hereby leases from landlord that certain
      space (the "premises") described or shown on exhibit A attached hereto, in
      the
      building located at 1006 Delaware Ave., Lexington, Kentucky 40505 (the
      "property," as further described in Article XXVI), subject to the terms and
      conditions more particularly hereinafter set forth.

     

    (B)
      Term


     

    The
      term
      ("term") of this lease shall commence on March 1, 2007 ("commencement date")
      and
      end on February 28, 2009 ("expiration date"), unless sooner terminated or
      extended as provided herein. Tenant, at his sole option, may terminate this
      Lease Agreement after
      September 1, 2007, upon providing Landlord (60) days written notice of his
      intention to terminate this Lease Agreement. 

     

    Landlord
      and tenant agree that the rentable area of the premises is 3,000 square feet
      and
      that the rentable area of the property is 3,383 square feet. The parties agree
      that such square footage shall be final for purposes of this lease, whether
      such
      areas shall be more or less as a result of variations in measurement or methods
      of measurement.

     

    (C)
      Renewal
      term


     

    Tenant
      shall have the right to extend the term of this lease for one consecutive
      two-year period, beginning March 1, 2009 and ending February 28, 2011 on the
      following conditions:

     

    (1)
      Tenant shall notify landlord in writing of its election to extend on or before
      180 days prior to the expiration of the term, as extended if applicable, of
      this
      lease;

     

    (2)
      Tenant shall not, at the time of giving notice or at the commencement of the
      respective extended term, be in default hereunder beyond the expiration of
      the
      applicable cure period; and

     

    (3)
      Each
      extended period shall be upon the same terms, covenants, and conditions of
      this
      lease (including tax and expense stops) except the monthly base rent shall
      be
      increased as provided in article II. 

     

    As
      used
      herein, the word "term" shall include the extended period.

     

    ARTICLE
      II. Base Rent

     

    (A)
      From
      the rent commencement date until February 28, 2009, tenant shall pay landlord
      monthly base rent of THIRTEEN HUNDRED DOLLARS ($1,300.00 US).

     

    (B)
      If
      tenant properly exercises its renewal option, from March 1, 2009 until February
      28, 2011, tenant shall pay landlord monthly base rent of $1,400. 

     

    (C)
      All
      monthly base rent shall be paid in advance, on or before the first day of each
      calendar month during the term. Any rent paid more than 10 days after due shall
      accrue interest from the due date at the default rate (as defined in article
      XXVI) until payment is received by landlord. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      III. Additional Rent

     

    (A)
      Taxes


     

    Landlord
      shall pay all taxes. The term "taxes" shall have the meanings specified in
      article XXVI.

     

    (B)
      Operating expenses 

     

    Landlord
      shall pay all operating expenses. The term "operating expenses" shall have
      the
      meaning specified in article XXVI.

     

    Tenant
      shall pay all utilities for the property, including, but not limited to,
      electricity, power, gas, steam, oil, or other fuel, water, sewer, lighting,
      heating, air conditioning, and ventilating.

     

    ARTICLE
      IV. Commencement of Rent and Possession

     

    (A)
      Rent
      commencement 

     

    Rent
      shall commence on March 1, 2007 If tenant shall commence occupying only a
      portion of the premises prior to such time, rent shall be prorated based on
      the
      number of rentable square feet occupied by tenant. The date on which rent
      commences is sometimes herein referred to as the "rent commencement
      date."

     

    (B)
      Access to premises 

     

    Tenant
      shall have unrestricted 24-hour access to the premises. In the case of a
      casualty, repair, maintenance, or emergency situation, tenant's access may
      be
      restricted but not so as to unduly interfere with tenant's use and occupancy
      of
      the premises.

     

    ARTICLE
      V. Condition of Premises

     

    Tenant
      has inspected the premises and accepts the same "as is" without any agreements,
      representations, understandings, or obligations on the part of landlord to
      perform any alterations, repairs, or improvements except as otherwise provided
      in this lease, or any warranty of habitability or representation in landlord
      that the premises are fit for tenant's intended use.

     

    ARTICLE
      VI. Use and Rules

     

    Tenant
      shall use and occupy the premises for offices and for no other purpose
      whatsoever, in compliance with all applicable laws, and without unreasonably
      disturbing or interfering with any other tenant or occupant of the property.
      Tenant shall comply with all of the rules which are set forth in Rider One
      attached to this lease, as the same may be amended or supplemented hereunder
      (the "rules"). Landlord shall have the right to reasonably amend such rules
      and
      supplement the same with other reasonable rules (neither inconsistent with
      this
      lease nor imposing any additional obligations on tenant to make payments to
      landlord) relating to the property, or the promotion of safety, care,
      cleanliness, or good order therein, and all such amendments or new rules after
      notice thereof to tenant shall be binding upon tenant. All such rules shall
      be
      applied on a nondiscriminatory basis to all other tenants in the property,
      but
      nothing herein shall be construed to give tenant or any other person (as defined
      in article XXVI) any claim, demand, or cause of action against landlord arising
      out of the violation of such rules by any other tenant, lessee, occupant,
      visitor, or user of the property, or out of the enforcement or waiver of the
      rules by landlord in any particular instance.

     

    
      
        
        

      

      
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    The
      business known as Entrée Vous, shall have the right to occupy a portion of the
      subject matter premises during any term, or renewal term, hereof, as the case
      may be at no charge to Entrée Vous as long as Entrée Vous does not interfere
      with any of the operations of the Tenant.

     

    ARTICLE
      VII. Services and Utilities

     

    Landlord
      shall provide the following services and utilities on all days during the term,
      unless otherwise stated herein:

     

    (A)
      Payment for electricity 

     

    Notwithstanding
      anything to the contrary contained herein, tenant shall pay landlord for all
      electricity consumed on the premises during the term at a rate based on
      landlord's direct cost. Tenant shall not be responsible for any electricity
      consumed by Entrée Vous.

     

    (B)
      Metering and supplemental systems 

     

    Landlord
      shall be entitled to install and operate meters or any other system for
      monitoring any services or utilities used by tenant. 

     

    (C)
      Common areas 

     

    Landlord
      shall keep the plazas, sidewalks, curbs, driveways, entrances, and public areas
      of the property clean and in good condition, free of accumulation of dirt and
      rubbish and, as necessary, remove snow and ice therefrom. Tenant shall pay
      Landlord for any reasonable cost incurred by Landlord for such services.


     

    ARTICLE
      VIII. Alterations and Liens

     

    (A)
      Alterations 

     

    Tenant
      shall not, without the prior written consent of landlord, make any additions,
      changes, alterations, or improvements ("alterations") to the premises. Landlord
      may impose reasonable requirements as a condition of such consent including,
      without limitation, the submission of drawings, plans, and specifications for
      landlord's prior written approval, affidavits listing all contractors,
      subcontractors, and suppliers, affidavits from engineers acceptable to landlord
      stating that the alterations will not adversely affect the systems and equipment
      or the structure of the property, and requirements as to the manner and times
      in
      which such alterations shall be done. Tenant shall give written notice to
      landlord of any intent to make alterations, together with copies of the plans
      and specifications, if any, for such alterations. Tenant agrees that alterations
      shall be performed in a good and workmanlike manner, as coordinated and approved
      by landlord, and all materials used shall be of a quality comparable to or
      better than those in the premises and property and, where required, shall be
      in
      accordance with plans and specifications approved by landlord.

     

    (B)
      No
      liens 

     

    Tenant
      shall keep the property and premises free from any mechanic's, materialman's,
      or
      similar liens or other such encumbrances in connection with any alterations
      on
      or respecting the premises and shall indemnify and hold landlord harmless from
      and against any claims, liabilities, judgments, or costs (including attorney
      fees) arising out of the same or in connection therewith. Tenant shall give
      landlord notice at least 20 days prior to the commencement of any alterations
      on
      the premises (or such additional time as may be necessary under applicable
      laws)
      to afford landlord the opportunity of posting and recording appropriate notices
      of nonresponsibility. Tenant shall remove any such lien or encumbrance within
      15
      days after written notice by landlord, and if tenant shall fail to do so,
      landlord may pay the amount necessary to remove such lien or encumbrance,
      without being responsible for making any investigation as to the validity
      thereof, and the amount so paid shall be deemed additional rent reserved under
      this lease due and payable upon demand, without limitation as to other remedies
      available to landlord under this lease. Any claim to a lien or encumbrance
      upon
      the property or premises arising in connection with any alterations on or
      respecting the premises not performed by or at the request of landlord, shall
      be
      null and void, or at landlord's option shall attach only against tenant's
      interest in the premises and shall in all respects be subordinate to landlord's
      title to the property and premises.

     

    
      
        
        

      

      
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    ARTICLE
      IX. Repairs and Maintenance

     

    (A)
      Landlord's obligations 

     

    Landlord
      shall keep and maintain the fire extinguishers, plumbing and other fixtures
      which are not part of the systems and equipment, alterations and improvements
      whether installed by landlord or tenant in good order and sanitary condition.
      Tenant shall commit no waste on the premises or the property. 

     

    Landlord
      shall keep the exterior of the premises roof, structural components, systems
      and
      equipment, and common areas of the property in good and sanitary condition
      and
      good working order and repair, and perform all maintenance thereto. In addition,
      landlord shall make all repairs required inside the premises to the exclusion
      of
      (1) repairs made necessary as a result of misuse or neglect by tenant; or (2)
      damage resulting from ordinary wear and tear. 

     

    In
      the
      event landlord fails to make the repairs inside the premises which it is
      obligated to make within a reasonable time after tenant shall have notified
      landlord in writing of such default, tenant may make or cause the repairs to
      be
      made. Landlord agrees to pay the cost thereof promptly upon receipt of a
      statement for such expenses.

     

    ARTICLE
      X. Casualty Damage

     

    (A)
      Restoration of damage 

     

    If
      the
      premises or any part thereof shall be damaged by fire or other casualty, tenant
      shall give prompt notice to landlord. In such event and within 120 days from
      the
      date of such casualty, landlord shall (at landlord's expense, and not as a
      part
      of operating expenses) commence to restore the premises and thereafter
      diligently complete such restoration. Such repair shall substantially restore
      the condition of the premises prior to the casualty, except for modifications
      required by zoning and building codes and other laws, and except that landlord
      shall not be required to repair or replace any of tenant's furniture,
      furnishings, fixtures, or equipment. Landlord shall not be liable for any
      inconvenience or annoyance to tenant or its visitors, or injury to tenant's
      business resulting in any way from such damage or the repair thereof, except
      that landlord shall allow tenant a proportionate abatement of rent during the
      time and to the extent the premises are unfit for occupancy, and not occupied
      by
      tenant as a result of such damages.

     

    (B)
      Termination of lease for substantial damage 

     

    Notwithstanding
      the foregoing to the contrary, if the property shall be damaged by fire or
      other
      casualty, landlord shall notify tenant within 90 days after the fire or other
      casualty, and within 15 days after such notice, landlord or tenant may at
      either's option, terminate, without liability to the other party, this lease
      by
      giving notice to the other of such termination in the event that any of the
      following conditions occur:

     

    (1)
      In
      landlord's reasonable opinion, repairs cannot be completed within 120 days
      after
      being commenced without the payment of overtime or other premiums;

     

    (2)
      In
      landlord's reasonable opinion, more than 30% of the rentable area of the
      property is damaged to any material extent (which shall include damage by smoke
      or water) whether or not the premises shall have been damaged by such fire
      or
      other casualty;

     

    
      
        
        

      

      
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    (3)
      Any
      holder (as defined in article XXVI) shall require that the insurance proceeds
      or
      any portion thereof be used to retire the mortgage debt (or shall terminate
      the
      ground lease, as the case may be); or

     

    (4)
      The
      damage is not covered by landlord's insurance policies (provided landlord has
      maintained the insurance coverage required hereunder).In the event said notice
      to terminate is not given, landlord agrees to complete the required repairs
      and
      the restoration, replacement, and rebuilding of the property, subject to
      unavoidable delay, within two years from the date of such casualty. Upon failure
      of landlord to complete such work on or before such completion date as the
      same
      may be thus extended, tenant may, at its option, cancel this lease by written
      notice to landlord.

     

    ARTICLE
      XI. Insurance, Subrogation, and Waiver of Claims

     

    (A)
      Landlord's insurance 

     

    Landlord
      shall, as part of operating expenses, maintain during the term full
      comprehensive public liability insurance. Landlord shall also, as part of
      operating expenses, maintain during the term primary, noncontributory insurance
      on the property against fire and extended coverage or "all-risk" insurance,
      in
      an amount equal to 100% of the full insurable value of the property (exclusive
      of the costs of excavation, foundations, and footings), and such other coverage
      as landlord shall deem appropriate or that may be required by any holder (as
      defined in article XXVI).

     

    (B)
      Bearing of risk of loss 

     

    By
      this
      article, landlord and tenant intend that the risk of loss described above shall
      be borne by responsible insurance carriers to the extent above provided, and
      landlord and tenant hereby agree to look solely to, and seek recovery only
      from,
      their respective insurance carriers in the event of a loss to the extent that
      such coverage is agreed to be provided hereunder. For this purpose, any
      applicable deductible amount shall be treated as though it were recoverable
      under such policies. The parties each hereby waive all rights and claims against
      each other for such losses, and waive all rights of subrogation of their
      respective insurers. The parties further agree that their respective insurance
      policies are now, or shall be, endorsed such that said waiver of subrogation
      shall in no way affect the validity of such policies or the right of the insured
      to recover thereunder.

     

    ARTICLE
      XII. Condemnation

     

    (A)
      Condemnation proceeds to landlord 

     

    If
      the
      whole or any part of the premises or property shall be taken by power of eminent
      domain or condemned by any competent authority for any public or quasi-public
      use or purpose, or if landlord shall grant a deed or other instrument in lieu
      of
      such taking by eminent domain or condemnation, landlord (and if more than 10%
      of
      the rentable area of the premises is taken, or if access to the premises is
      substantially impaired, tenant) shall have the option to terminate this lease
      on
      30 days' notice, provided such notice is given no later than 60 days after
      the
      date of such taking, condemnation, reconfiguration, vacation, deed, or other
      instrument. Landlord shall be entitled to receive the entire award or payment
      in
      connection therewith ("condemnation proceeds") without any payment to tenant
      (except as set forth in paragraph (B) below) and tenant hereby irrevocably
      assigns to landlord its interest in such award or payment, except that tenant
      shall have the right to file any separate claim available to tenant for any
      taking of tenant's personal property and fixtures belonging to tenant and
      removable by tenant upon expiration of the term, and for moving expenses (so
      long as such claim does not diminish the award available to landlord or any
      holder, and such claim is payable separately to tenant). All rent shall be
      apportioned as of the date of such termination, or the date of such taking,
      whichever shall first occur. If any part of the premises shall be taken and
      this
      lease shall not be so terminated, the rent shall be proportionately
      abated.

     

    
      
        
        

      

      
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    (B)
      Payment to tenant 

     

    Notwithstanding
      the foregoing, if this lease shall terminate pursuant to paragraph (A) above
      or
      paragraph (C) below, landlord agrees to pay tenant an amount calculated as
      follows:

     

    (1)
      Landlord shall pay tenant that portion of the condemnation proceeds attributable
      to the "value of tenant's leasehold improvements"; and

     

    (2)
      Landlord shall be entitled to receive and retain as its own property the entire
      condemnation proceeds. To determine the value of tenant's leasehold
      improvements, landlord and tenant shall each select a real estate appraiser
      who
      is a duly qualified member of the American Institute of Real Estate Appraisers
      (or of comparable qualification) and such appraisers shall determine the fair
      market value of the property (including the premises) so condemned or taken,
      which appraisal is referred to herein as "land and improvements appraisal."
      Such
      appraiser shall then determine the fair market value of the improvements (other
      than trade fixtures and personal property which tenant may remove from the
      premises) tenant has made to the premises, which appraisal is referred to herein
      as "tenant's improvements appraisal." If the two appraisers so appointed cannot
      agree, they shall select a third appraiser similarly qualified, and the decision
      of the majority shall constitute the decision of the appraisers. 

     

    In
      the
      event the condemnation proceeds shall equal the amount of the land and
      improvements appraisal, the value of tenant's leasehold improvements shall
      be
      equal to the amount of tenant's improvements appraisal. In the event the
      condemnation proceeds shall be less or more than the amount of the land and
      improvements appraisal, the value of tenant's leasehold improvements shall
      be
      determined by multiplying the condemnation proceeds by a fraction, the
      denominator of which shall be the land and improvements appraisal and the
      numerator of which shall be the tenant's improvements appraisal and the
      resulting amount shall constitute the value of tenant's leasehold
      improvements.

     

    (C)
      Partial condemnation 

     

    If
      the
      space so taken or condemned, in the event that less than the whole or
      substantially the whole of the property or the premises be condemned or taken,
      is such that in the reasonable exercise of tenant's business judgment the area
      of the premises remaining after the condemnation is insufficient for tenant
      to
      conduct its business in an efficient businesslike manner, tenant may, at its
      option, terminate the lease and the term and estate hereby granted as of the
      date of the taking of possession for such use or purpose by notifying landlord
      in writing of such termination.

     

    (D)
      Rent
      abatement 

     

    Upon
      any
      such condemnation or taking referred to in paragraph (C) above, if the lease
      continues in force as to any part of the premises, the base rent and tenant's
      pro rata share shall be diminished by an amount proportionate to the part of
      the
      premises which may be so condemned or taken. Landlord shall, at its expense,
      proceed with reasonable diligence to repair, alter, and restore the remaining
      part of the building and the premises to substantially their former condition
      to
      the extent that the same may be feasible.

     

    ARTICLE
      XIII. Return of Possession

     

    (A)
      Surrender of possession 

     

    At
      the
      termination of this lease by lapse of time or otherwise or upon termination
      of
      tenant's right of possession, whichever shall first occur, tenant shall
      surrender possession of the premises and all keys therefor to landlord, and
      advise landlord as to the combination of any locks or vaults then remaining
      in
      the premises. In such event, tenant shall return the premises and all additions,
      changes, alterations, improvements, and fixtures in as good an order and
      condition as when received except for ordinary wear and tear, landlord's repair
      obligation, and casualty. All obligations of either party arising during or
      attributable to the period ending on or before expiration or earlier termination
      of this lease, and all terms and conditions expressly pertaining to obligations
      of either party upon or following such expiration or earlier termination,
      including, without limitation, the provisions of this article XIII, shall
      survive such expiration or earlier termination.

     

    
      
        
        

      

      
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    (B)
      Removal of trade fixtures 

     

    Tenant
      shall remove tenant's trade fixtures and personal property, including, without
      limitation, furniture, machinery, equipment, and safes, prior to the end of
      the
      term or within 10 days following termination of tenant's right of possession
      of
      the premises, whichever shall first occur. All additions, changes, alterations,
      improvements, and fixtures (except such trade fixtures and personal property
      belonging to tenant) in or upon the premises, whether installed by tenant or
      landlord, shall be landlord's property and shall remain upon the premises,
      all
      without compensation, allowance, or credit to tenant.

     

    (C)
      Landlord may perform tenant's duty to remove 

     

    If
      tenant
      shall fail to perform any repairs or restoration, or fail to remove any items
      from the premises as required hereunder, landlord may do so, and tenant shall
      pay landlord the cost thereof upon demand. All property removed from the
      premises by landlord pursuant to any provisions of this lease or any law may
      be
      handled or stored by the landlord at the cost and expense of the tenant;
      landlord shall, in no event, be responsible for the value, preservation, or
      safekeeping thereof. Tenant shall pay landlord for all expenses incurred by
      landlord in such handling and storage, including landlord's reasonable storage
      charges for so long as the same shall be in landlord's possession or under
      landlord's control. All property not removed from the premises or retaken from
      storage by tenant within 30 days after the end of the term, or termination
      of
      tenant's right to possession, whichever shall first occur, shall, at landlord's
      option, be conclusively deemed to have been conveyed by tenant to landlord
      as by
      bill of sale without further payment or credit by landlord to tenant. To the
      extent permitted by applicable law, landlord shall have a lien against such
      property for the costs incurred in removing and storing the same.

     

    ARTICLE
      XIV. Holding Over

     

    Should
      tenant retain possession of the premises or any part thereof after the
      termination of this lease, whether by lapse of time or otherwise, tenant shall
      be deemed to be a tenant from month to month only and subject to all other
      terms
      and conditions of this lease, except that monthly base rent and additional
      rent
      shall be increased to 150% of that payable in the month in which this lease
      terminates. If such holding over shall not have been with landlord's express
      written consent, tenant shall also pay all damages sustained by landlord on
      account thereof. The foregoing provisions shall not serve to extend the term
      (although tenant shall remain bound to comply with all provisions of this lease
      until tenant vacates the premises, and shall be subject to the provisions of
      article XIII), and landlord may freely pursue any right of re-entry without
      further notice.

     

    ARTICLE
      XV. Waiver

     

    No
      provision of this lease will be deemed waived by either party unless expressly
      waived in a writing signed by the waiving party. No waiver shall be implied
      by
      delay or any other act or omission of either party. No waiver by either party
      of
      any provision of this lease shall be deemed a waiver of such provision with
      respect to any subsequent matter relating to such provision; landlord's consent
      or approval respecting any action by tenant shall not constitute a waiver of
      the
      requirement for obtaining landlord's consent or approval respecting any
      subsequent such action. Subsequent acceptance of rent or any other amounts
      by
      landlord or its employees or agents shall not reinstate or extend the term
      or
      tenant's right to possession after termination of either of the same and shall
      not constitute a waiver of any breach by tenant of any term or condition of
      this
      lease, regardless of landlord's knowledge of such breach at the time such rent
      is accepted. The acceptance of rent, or of the performance of any other term
      or
      condition by any person other than tenant, including any transferee, shall
      not
      constitute a waiver of landlord's right to approve any
      transfer.

     

    
      
        
        

      

      
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    ARTICLE
      XVII. Attorney Fees

     

    In
      the
      event of any litigation between the parties, the prevailing party shall be
      entitled to recover from the other party all reasonable attorney fees, costs,
      and expenses of the prevailing party incurred in connection with such
      litigation, except as may be limited by applicable law.

     

    ARTICLE
      XVII. Personal Property Taxes

     

    Tenant
      shall pay prior to delinquency all taxes, charges, or other governmental
      impositions assessed against or levied upon tenant's fixtures, furnishings,
      equipment, and other personal property located in the premises.

     

    ARTICLE
      XVIII. Safety and Security Devices, Services, and Programs

     

    Safety
      and security devices, services, and programs provided by landlord, if any,
      while
      intended to deter crime and ensure safety, may not, in given instances, prevent
      theft or other criminal acts, or ensure safety of person or property in the
      event of casualty. Tenant hereby assumes the risk of such acts or occurrences
      and shall maintain adequate insurance coverage therefor.

     

    ARTICLE
      XIX. Reasonable Approvals

     

    Whenever
      landlord's and/or tenant’s approval or consent is expressly required under this
      lease, such shall not be withheld unreasonably. 

     

    ARTICLE
      XX. Subordination, Attornment, and Mortgagee Protection

     

    (A)
      Subordination and nondisturbance 

     

    Tenant
      agrees that this lease is and shall be subject and subordinate to all mortgages
      (as defined in article XXVI) now or hereafter placed upon the property,
      provided, however, that such subordination shall be subject to the express
      condition that the holder of any mortgage shall have furnished to tenant a
      nondisturbance agreement in recordable form reasonably satisfactory to tenant.
      In the event, however, that any holder (as defined in article XXVI) shall elect
      to make this lease prior to the lien of its mortgage, and shall give written
      notice thereof to tenant, this lease shall be deemed prior to such mortgage.
      Tenant shall execute such documentation as landlord may reasonably request
      from
      time to time, in order to confirm the matters set forth in this article XX,
      in
      recordable form.

     

    (B)
      Attornment 

     

    If
      any
      foreclosure proceedings are initiated by any holder (or if any ground lease
      is
      terminated), tenant agrees, upon written request of any such holder or any
      purchaser at foreclosure sale, as the case may be, to attorn and pay rent to
      such party and to execute and deliver any instruments necessary or appropriate
      to evidence or effectuate such attornment.

     

    (C)
      Mortgagee protection 

     

    Tenant
      agrees to give any holder, by registered or certified mail, a copy of any notice
      of default served by tenant upon the landlord, provided that prior to such
      notice tenant has been notified in writing (by way of service on tenant of
      a
      copy of an assignment of leases, or otherwise) of the address of such holder.
      Tenant further agrees that if landlord shall have failed to cure such default
      within the times permitted landlord for cure under this lease, any such holder
      whose address has been provided to tenant shall have an additional period of
      20
      days in which to cure. Until the time allowed as aforesaid for such holder
      to
      cure such default has expired without cure, tenant shall have no right to
      terminate this lease by virtue of landlord's default.

     

    
      
        
        

      

      
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    ARTICLE
      XXI. Estoppel Certificate

     

    Tenant
      shall, from time to time, within 20 days after reasonable written request from
      landlord, execute, acknowledge, and deliver to landlord a statement in writing
      which attests as follows:

     

    (A)
      That
      this lease is unmodified and in full force and effect or, if modified, stating
      the nature of such modification and certifying that this lease as so modified
      is
      in full force and effect (or if this lease is claimed not to be in force and
      effect, specifying the ground therefor) and any dates to which the rent has
      been
      paid in advance;

     

    (B)
      That
      there are not, to tenant's knowledge, any uncured defaults on the part of
      landlord hereunder, or specifying such defaults if any are claimed;
      and

     

    (C)
      Such
      other matters as landlord may reasonably request, or as may be reasonably
      requested by landlord's current or prospective holders, insurance carriers,
      auditors, and prospective purchasers. 

     

    Any
      such
      statement may be relied upon by any such parties. If tenant shall fail to
      execute and return such statement within the time required herein, tenant shall
      be deemed to have agreed with the matters set forth therein, and landlord,
      acting in good faith, shall be authorized, as tenant's attorney in fact, to
      execute such statement on behalf of tenant.

     

    ARTICLE
      XXII. Assignment and Subletting

     

    (A)
      Transfers require consent 

     

    Tenant
      shall not, without the prior written consent of landlord, take the following
      actions:

     

    (1)
      Assign, mortgage, pledge, hypothecate, encumber, or otherwise transfer this
      lease or any interest hereunder;

     

    (2)
      Permit any assignment or other such foregoing transfer of this lease or any
      interest hereunder by operation of law;

     

    (3)
      Sublet the premises or any part thereof; or

     

    (4)
      Permit the use of the premises by any persons (as defined in article XXVI)
      other
      than tenant and its partners and employees (all of the foregoing are hereinafter
      sometimes referred to collectively as "transfers" and any person to whom any
      transfer is made or sought to be made is hereinafter sometimes referred to
      as a
      "transferee"). 

     

    If
      tenant
      shall desire landlord's consent to any transfer, tenant shall notify landlord
      in
      writing, which notice shall include the following information:

     

    (1)
      The
      proposed effective date (which shall not be less than 30 days nor more than
      180
      days after tenant's notice);

     

    (2)
      The
      portion of the premises to be transferred (herein called the "subject
      space");

     

    (3)
      All
      of the terms of the proposed transfer and the consideration therefor, the name
      and address of the proposed transferee, and a copy of all documentation
      pertaining to the proposed transfer; and

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (4)
      Any
      other information to enable landlord to determine the financial responsibility,
      character, and reputation of the proposed transferee, nature of such
      transferee's business, proposed use of the subject space, and such other
      information as landlord may reasonably require. Any transfer made without
      landlord's prior written consent shall, at landlord's option, be null, void,
      and
      of no effect.

     

    (B)
      Reasonable approval 

     

    The
      parties hereby agree that Tenant’s request to sublet or assign the premises is
      subject to Landlord’s consent, which shall not be unreasonably denied. However,
      any such consent to sublet or assign the premises shall not be construed to
      release Tenant from any liability for any of its obligations and covenants
      contained herein during the first seven months of the initial term.


     

    (C)
      Transfer premium 

     

    In
      the
      event landlord consents to any transfer, tenant shall pay landlord 50% of any
      transfer premium derived by tenant from such transfer. "Transfer premium" shall
      mean all rent, additional rent, or other consideration payable by such
      transferee in excess of the rent payable by tenant under this lease (on a
      monthly basis during the term, and on a per rentable square foot basis, if
      less
      than all of the premises is transferred), after deducting from such amounts
      payable by the transferee the reasonable expenses incurred by tenant for any
      changes, alterations, and improvements to the premises and any brokerage
      commissions in connection with the transfer. If a part of the consideration
      for
      such transfer shall be payable other than in cash, tenant, at its option, shall
      either deliver to landlord its share of such noncash consideration in such
      form
      as is reasonably satisfactory to landlord or make payment in cash. The
      percentage of the transfer premium due landlord hereunder shall be paid as
      tenant receives payments from such transferee in any calendar month in excess
      of
      the rent under this lease for such month, within 10 days after tenant receives
      such payments.

     

    (D)
      Recapture 

     

    Tenant
      agrees to give landlord notice of any intentions it may have to transfer as
      soon
      as tenant becomes aware of such intention. Notwithstanding anything to the
      contrary contained in this article XXII, landlord shall have the option, by
      giving written notice to tenant within 90 days after receipt of tenant's notice
      of any intention to transfer, to recapture the subject space in the event such
      intention is: (1) to sublease and tenant also gives notice to landlord that
      tenant does not intend to reoccupy the subject space after termination of the
      sublease, or (2) to make an assignment Such recapture notice shall cancel and
      terminate this lease with respect to the subject space as of the date tenant
      surrenders the subject space in accordance with the terms of this lease, but
      in
      no event more than 12 months from the date of the recapture notice. If this
      lease shall be cancelled with respect to less than the entire premises, the
      rent
      reserved herein shall be prorated on the basis of the number of rentable square
      feet retained by tenant in proportion to the number of rentable square feet
      contained in the premises, this lease as so amended shall continue thereafter
      in
      full force and effect, and, upon request of either party, the parties shall
      execute written confirmation of the same. Anything in the foregoing to the
      contrary notwithstanding, the provisions of this paragraph shall not apply
      to
      transfers under paragraph (B) above.

     

    (E)
      Terms
      of consent 

     

    If
      landlord shall grant consent to a transfer, the following conditions
      apply:

     

    (1)
      The
      terms and conditions of this lease, including, among other things, tenant's
      liability for the subject space, shall in no way be deemed to have been waived
      or modified;

     

    (2)
      Such
      consent shall not be deemed consent to any further transfer by either tenant
      or
      transferee;

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (3)
      No
      transferee shall succeed to any rights provided in this lease or any amendment
      hereto to extend the term of this lease, or to sublease or assign this lease,
      any such rights being deemed personal to tenant, provided, however, nothing
      in
      the foregoing shall prevent tenant from exercising tenant's option to extend
      the
      term, including, without limitation, after a sublease by tenant, or to further
      sublease or assign;

     

    (4)
      Tenant shall deliver to landlord promptly after execution an original executed
      copy of all documentation pertaining to the transfer; and

     

    (5)
      Tenant shall furnish, upon landlord's request, a complete statement, certified
      by tenant, setting forth in detail the computation of any transfer premium
      tenant has derived and shall derive from such transfer. 

     

    Landlord
      or its authorized representatives shall have the right at all reasonable times
      to audit the books, records, and papers of tenant relating to any transfer,
      and
      shall have the right to make copies thereof. If the transfer premium respecting
      any transfer shall be found to be understated, tenant shall, within 10 days
      after demand, pay any additional share of the transfer premium owing to
      landlord, and if understated by more than 5%, tenant shall also pay landlord's
      cost of such audit and an additional 10% of the total transfer premium. Any
      sublease hereunder shall be subordinate and subject to the provisions of this
      lease; if this lease shall be terminated during the term of any sublease,
      landlord shall have the right to either treat such sublease as cancelled and
      repossess the subject space by any lawful means or require that such subtenant
      attorn to and recognize landlord as its landlord under any such
      sublease.

     

    ARTICLE
      XXIII. Rights Reserved by Landlord

     

    (A)
      In
      general 

     

    Landlord
      reserves full control over the property to the extent not inconsistent with
      tenant's quiet enjoyment, use, and access to the premises as expressly provided
      in this lease. Possession of areas necessary for utilities, services, safety,
      and operation of the property, including the systems and equipment (as defined
      in article XXVI), fire stairways, perimeter walls, space between the finished
      ceiling of the premises and the slab of the floor or roof of the property
      thereabove, and the use thereof, together with the right to install, maintain,
      operate, repair, and replace the systems and equipment, including any of the
      same in, through, under, or above the premises in locations that will not
      materially interfere with tenant's use of the premises, are hereby excepted
      and
      reserved to landlord, and not demised to tenant. More particularly, but without
      limitation, landlord shall have the rights enumerated in paragraphs (B) through
      (F), unless such rights are expressly inconsistent with any other provision
      of
      this lease, exercisable with reasonable notice and without liability to tenant
      for damage or injury to property, person, or business and without effecting
      an
      eviction, constructive or actual, or disturbance of tenant's use or possession
      or giving rise to any claim for set-off or abatement of rent.

     

    (B)
      Changes in property 

     

    Landlord
      reserves the following rights:

     

    (1)
      To
      change the name or street address of the property;

     

    (2)
      To
      install and maintain signs on the exterior and interior of the
      property;

     

    (3)
      To
      prescribe the location and style of the suite number and identification sign
      or
      lettering for the premises occupied by the tenant (which shall be prepared
      and
      installed by landlord at tenant's expense);

     

    (4)
      To
      retain at all times, and use in appropriate instances, keys to all doors within
      and into the premises;

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (5)
      To
      grant to any person the right to conduct any business or render any service
      at
      the property, whether or not it is the same or similar to the use permitted
      tenant by this lease;

     

    (6)
      To
      have access for landlord and other tenants of the property to any mail deposits
      located on the premises according to the rules of the United States Postal
      Service;

     

    (7)
      To
      grant easements and licenses to others; and

     

    (8)
      To
      maintain or create ownership interests in the property separate from fee title
      to the land underlying the same. 

     

    These
      rights apply provided that all of the actions permitted of landlord under this
      paragraph (B) shall be exercised in a reasonable, nondiscriminatory fashion
      and
      in a manner that will not unduly interfere with tenant's use or enjoyment of
      the
      premises.

     

    (C)
      Entry
      of premises 

     

    Landlord
      reserves the following rights:

     

    (1)
      To
      enter the premises at reasonable hours for reasonable purposes, including
      inspection and supplying janitor service or other services to be provided tenant
      hereunder;

     

    (2)
      To
      show the premises to current and prospective mortgage lenders, ground lessors,
      insurers, and prospective purchasers and brokers at reasonable hours during
      the
      term;

     

    (3)
      To
      show the premises to prospective tenants at reasonable hours during the last
      6
      months of the term; and

     

    (4)
      To
      show, decorate, remodel, repair, alter, or otherwise prepare the premises,
      if
      tenant shall vacate the same, during the last three months of the
      term.

     

    (D)
      Alterations and additions 

     

    Landlord
      reserves the following rights:

     

    (1)
      To
      decorate and to make alterations, additions, and new improvements, structural
      or
      otherwise, in or to the property or any part thereof, and any adjacent building,
      structure, parking facility, land, street, or alley; and

     

    (E)
      Supplementary rights 

     

    In
      connection with the matters described in paragraph (E), or with any other
      repairs, maintenance, or replacement work in or about the property, or to the
      systems and equipment, landlord may erect scaffolding and other structures
      reasonably required; during such operations, landlord may enter upon the
      premises and take into and upon or through any part of the property, including
      the premises, all materials required to make such repairs, maintenance,
      replacements, alterations, improvements, changes, or additions, and may close
      public entry ways, other public areas, stairways, or corridors, and temporarily
      interrupt any services or utilities, all without the same constituting an
      eviction of tenant, in whole or in part, and without abatement of rent by reason
      of loss or interruption to the business of tenant or otherwise, and without
      in
      any manner rendering landlord liable for damages or relieving tenant from
      performance of tenant's obligation under this lease subject to the following
      provisions:

     

    (1)
      Reasonable access to the premises shall be maintained;

     

    (2)
      The
      business of tenant shall not be interfered with unreasonably; and

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (3)
      Landlord shall provide reasonable advance written or oral notice before entering
      the premises (except in emergencies).

     

    ARTICLE
      XXIV. Landlord's Remedies

     

    (A)
      Default 

     

    The
      occurrence of any one or more of the following events shall constitute a
      "default" by tenant, which, if not cured within any applicable time permitted
      for cure below, shall give rise to landlord's remedies set forth in paragraph
      (B):

     

    (1)
      Failure by tenant to make, when due, any payment of rent, unless such failure
      is
      cured within 10 days after written notice thereof by landlord to
      tenant;

     

    (2)
      Failure by tenant to observe or perform any of the terms or conditions of this
      lease to be observed or performed by tenant other than the payment of rent,
      or
      as provided below, unless such failure is cured within 30 days after written
      notice thereof by landlord to tenant sufficiently describing such failure to
      enable tenant to determine an appropriate cure;

     

    (3)
      Abandonment of the premises, or vacation of all or a substantial portion of
      the
      premises, for more than 10 consecutive days, without landlord's written
      consent;

     

    (4)
      Any
      of the following conditions:

     

    (a)
      Making by tenant of any general assignment for the benefit of
      creditors;

     

    (b)
      Filing by or against tenant of a petition to have tenant adjudged bankrupt
      or a
      petition for reorganization or arrangement under any law relating to bankruptcy
      (unless, in the case of a petition filed against tenant, the same is dismissed
      within 60 days);

     

    (c)
      Attachment, execution, or other judicial seizure of substantially all of
      tenant's assets located on the premises or of tenant's interest in this
      lease;

     

    (d)
      Tenant's convening of a meeting of its creditors or any class thereof for the
      purpose of effecting a moratorium upon or composition of its debts;

     

    (e)
      Tenant's insolvency or admission of an inability to pay its debts as they
      mature;

     

    (f)
      The
      filing of any lien against the premises as a result of any work performed at
      Tenant’s request

     

    The
      notice and cure periods provided herein are in lieu of, and not in addition
      to,
      any notice and cure period provided by law.

     

    (B)
      Remedies 

     

    If
      a
      default occurs and is not cured within any applicable time permitted under
      paragraph (A), landlord shall have all of the rights and remedies allowed by
      law, including the right, without notice, to re-enter the premises and
      dispossess tenant and the legal representative of tenant or other occupant
      of
      the premises by summary proceedings or otherwise and remove their effects and
      hold the premises as if this lease had not been made; tenant hereby waives
      the
      service of notice of intention to re-enter or to institute legal proceedings
      to
      that end. If tenant shall make default hereunder prior to the date fixed as
      the
      commencement of any extension of the term of this lease, and shall fail to
      cure
      such default within the time provided therefor and landlord shall thereby become
      entitled to and shall terminate this lease or re-enter and dispossess tenant,
      then landlord may cancel and terminate such extension by written notice. Tenant
      further agrees that in case of any termination, tenant will indemnify landlord
      against all loss of rents and other damage which landlord may incur by reason
      of
      such termination, including, but not limited to, costs of restoring and
      repairing the premises and putting the same into rentable condition, costs
      of
      renting the premises to another tenant, loss or diminution of rents and other
      damage which landlord may incur by reason of such termination, and, to the
      extent permitted under the then applicable law, all reasonable attorney fees
      and
      expenses incurred in enforcing any of the terms of this lease or any other
      rights or remedies of landlord. Neither acceptance of rent by landlord, with
      or
      without knowledge of breach, nor failure of landlord to take action on account
      of any breach hereof or to enforce its rights hereunder shall be deemed a waiver
      of any breach. Absent written notice or consent, said breach shall be a
      continuing one. The words "re-enter" and "re-entry" as used in this lease are
      not restricted to their technical legal meaning. Tenant hereby expressly waives
      any and all rights to recover or regain possession of the premises or to
      reinstate or to redeem this lease as permitted or provided by or under any
      statute, law, or decision now or hereafter in force and effect.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (C)
      Other
      matters 

     

    No
      re-entry or repossession, repairs, changes, alterations and additions,
      reletting, acceptance of keys from tenant, or any other action or omission
      by
      landlord shall be construed as an election by landlord to terminate this lease
      or accept a surrender of the premises, nor shall the same operate to release
      the
      tenant, in whole or in part, from any of the tenant's obligations hereunder,
      unless express written notice of such intention is sent by landlord or its
      agent
      to tenant. Notices sent pursuant to this article XXIV shall be in lieu of any
      notices required by law. The times set forth herein for the curing of defaults
      by tenant and landlord are of the essence of this lease. Tenant hereby
      irrevocably waives any right otherwise available under any law to redeem or
      reinstate this lease.

     

    ARTICLE
      XXV. Right To Cure

     

    (A)
      Default by landlord 

     

    If
      landlord shall fail to perform any term or condition under this lease required
      to be performed by landlord, landlord shall not be deemed to be in default
      hereunder nor subject to any claims for damages of any kind, unless such failure
      shall have continued for a period of 30 days after written notice thereof by
      tenant to landlord sufficiently describing such failure to enable landlord
      to
      determine an appropriate cure.

     

    (B)
      Extended period to cure default 

     

    The
      aforementioned periods of time permitted for landlord to cure and the periods
      of
      time permitted for tenant to cure hereunder shall be extended if the default
      cannot be cured within the time period allowed herein, so long as such party
      is
      diligently and continuously attempting to cure. The cure periods shall also
      be
      extended for any period of time during which the defaulting party is delayed
      in,
      or prevented from, curing due to fire or other casualty, or acts of God,
      strikes, lockouts, or other labor troubles, shortages of labor or other
      personnel, shortages of equipment or materials, power shortages or outages,
      enactment, adoption, or promulgation of new laws, or the application or
      enforcement of laws, conflicts or other difficulties in scheduling work or
      other
      matters, acts, or omissions by the defaulting party or other persons, and other
      causes beyond the defaulting party's reasonable control, provided that the
      defaulting party commences to cure such failure to completion. Notwithstanding
      the foregoing, there shall be no extended period in which to cure a monetary
      default.

     

    (C)
      When
      deemed to have commenced to cure 

     

    Landlord
      and tenant shall be deemed to have commenced to cure any such failure if
      landlord or tenant shall, in good faith, have taken such actions as would be
      taken by a reasonably prudent person under similar circumstances in its ordinary
      course of business, such as arranging for inspections, investigations, or
      consultations and arranging for service, repair, or other contracts to be
      entered, whether or not any physical work has been commenced at the property.
      Landlord and tenant shall be deemed to have reasonably sought to cure any such
      failure to completion if such party shall, in good faith, have taken such
      actions as would be taken by a reasonably prudent person under similar
      circumstances in its ordinary course of business in order to complete such
      cure.
      Under no circumstances shall such party have any obligation to engage in
      litigation, offer or accept bribes, kickbacks, or other such fees, gifts, or
      gratuities, or require or pay for overtime labor or premiums for the performance
      of services or contractual agreements, in order to cure hereunder.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (D)
      Failure to cure 

     

    If
      landlord or tenant shall fail to cure within the times permitted for cure
      herein, landlord and tenant, respectively, shall be subject to such claims
      for
      damages and remedies as may be available (subject to the other provisions of
      this lease), provided, however, that tenant shall have no right of self-help
      to
      perform repairs (except as otherwise allowed herein) or any other obligation
      of
      landlord, and shall have no right to withhold, set-off, or abate
      rent.

     

    ARTICLE
      XXVI. Captions, Severability, and Definitions

     

    (A)
      Captions 

     

    The
      captions of the articles and paragraphs of this lease are for convenience and
      easy reference only and shall not be considered or referred to in resolving
      questions of construction.

     

    (B)
      Severability 

     

    If
      any
      provision of this lease shall be found invalid, void, illegal, or unenforceable
      with respect to any particular person by a court of competent jurisdiction,
      it
      shall in no way affect, impair, or invalidate any other provisions hereof,
      or
      its enforceability with respect to any other person, the parties hereto agreeing
      that they would have entered into the remaining portion of this lease
      notwithstanding the omission of the portion or portions adjudged invalid, void,
      illegal, or unenforceable with respect to such person.

     

    (C)
      Definitions 

     

    The
      following terms when used herein shall have the meanings set forth
      below:

     

    (1)
      "Landlord" and "tenant" shall be applicable to one or more persons as the case
      may be. The singular shall include the plural, and the neuter shall include
      the
      masculine and feminine; if there be more than one, the obligations thereof
      shall
      be joint and several, and the word "tenant" shall include tenant's assignees,
      subtenants, concessionaires, licensees, and other transferees as the context
      may
      require;

     

    (2)
      "Person" shall mean individuals, trusts, partnerships, joint ventures,
      associations, corporations, and any other entities;

     

    (3)
      "Law"
      shall mean all federal, state, county, and local governmental and municipal
      laws, statutes, ordinances, rules, regulations, codes, decrees, orders, and
      other such requirements, applicable equitable remedies and decisions by courts
      in cases where such decisions are considered binding precedents in the
      Commonwealth of Kentucky, and decisions of federal courts applying the laws
      of
      Kentucky;

     

    (4)
      "Mortgage" shall mean all mortgages, deeds of trust, ground leases, and other
      such encumbrances now, heretofore, or hereafter placed upon the property or
      building, or any part thereof, and all renewals, modifications, consolidations,
      replacements or extensions thereof, and all indebtedness now or hereafter
      secured thereby and all interest thereon;

     

    (5)
      "Holder" shall mean the holder of any mortgage at the time in question, and
      where such mortgage is a ground lease, such term shall refer to the ground
      lessor;

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (6)
      "Holidays" shall mean New Year's Day, Memorial Day, Independence Day, Labor
      Day,
      Thanksgiving Day and Christmas Day;

     

    (7)
      "Default rate" shall mean 18% per annum, or the highest rate permitted by
      applicable law, whichever shall be less;

     

    (8)
      "Property" shall mean the building, and any common or public areas or
      facilities, easements, corridors, lobbies, sidewalks, loading areas, driveways,
      landscaped areas, skywalks, parking garages and lots, and any and all other
      structures or facilities operated or maintained in connection with, or for
      the
      benefit of, the building, and all parcels or tracts of land on which all or
      any
      portion of the building or any of the other foregoing items are located, and
      any
      fixtures, machinery, equipment, apparatus, systems and equipment, furniture,
      and
      other personal property located thereon or therein and used in connection
      therewith, whether title is held by landlord or its affiliates;

     

    (9)
      "Systems and equipment" shall mean any plant, machinery, transformers, duct
      work, cable, wires, and other equipment, facilities, and systems designed to
      supply heat, ventilation, air conditioning, and humidity or any other services
      or utilities, or comprising or serving as any component or portion of the
      electrical, gas, steam, plumbing, sprinkler, communications, alarm, security,
      or
      fire/life/safety systems or equipment, or any other mechanical, electrical,
      electronic, computer, or other systems or equipment for the
      property;

     

    (10)
      "Taxes" shall mean all federal, state, county, or local governmental or
      municipal taxes, fees, charges, or other impositions of every kind and nature,
      whether general, special, ordinary, or extraordinary, including without
      limitation, real estate taxes, general and special assessments, sewer and water
      rents, rates, and charges, transit taxes, taxes based upon the receipt of rent,
      including gross receipts or sales taxes applicable to the receipt of rent
      (unless required to be paid by tenant under article III(F)), personal property
      taxes imposed upon the fixtures, machinery, equipment, apparatus, systems and
      equipment, appurtenances, furniture, and other personal property used in
      connection with the property which landlord shall pay during any calendar year,
      any portion of which occurs during the term (without regard to any different
      fiscal year used by such government or municipal authority) because of or in
      connection with the ownership, leasing, and operation of the property.
      Notwithstanding the foregoing, there shall be excluded from taxes all excess
      profits taxes, franchise taxes, gift taxes, capital stock taxes, inheritance
      and
      succession taxes, estate taxes, federal, state, and local income taxes, and
      other taxes to the extent applicable to landlord's general or net income (as
      opposed to rents, receipts, or income attributable to operations at the
      property). If the method of taxation of real estate prevailing at the time
      of
      execution hereof shall be, or has been, altered so as to cause the whole or
      any
      part of the taxes now, hereafter, or heretofore levied, assessed, or imposed
      on
      real estate to be levied, assessed, or imposed on landlord, wholly or partially,
      as a capital levy or otherwise, or on or measured by the rents received
      therefrom, then such new or altered taxes attributable to the property shall
      be
      included within the term "taxes," except that the same shall not include any
      enhancement of said tax attributable to other income of landlord. Any expenses
      incurred by landlord in attempting to protest, reduce, or minimize taxes shall
      be included in taxes in the calendar year such expenses are paid. Tax refunds
      shall be deducted from taxes in the year they are received by landlord, but
      if
      such refund shall relate to taxes paid in a prior year of the term, and the
      lease shall have expired, landlord shall mail tenant's pro rata share of such
      net refund (after deducting expenses and attorney fees), up to the amount tenant
      paid towards taxes during such year, to tenant's last known address. If taxes
      for any period shall be increased after payment thereof by landlord, for any
      reason including, without limitation, error or reassessment by applicable
      governmental or municipal authorities, tenant shall pay landlord, upon demand,
      tenant's pro rata share of such increased taxes. Landlord shall pay all taxes
      in
      a timely manner so as to benefit from any discount which is available for early
      payment;

     

    (11)
      "Operating expenses" shall mean all expenses, costs, and amounts (other than
      taxes) of every kind and nature which landlord shall pay during any calendar
      year, any portion of which occurs during the term, because of or in connection
      with the ownership, management, repair, replacement, restoration, and operation
      of the property, including, without limitation, any amounts paid for the
      following items:

     

    (b)
      Permits, licenses, and certificates necessary to operate, manage, and lease
      the
      property;

     

    
      
        
        

      

      
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    (c)
      Insurance applicable to the property, not limited to the amount of coverage
      landlord is required to provide under this lease;

     

    (d)
      Supplies, tools, equipment, and materials used in the operation, repair, and
      maintenance of the property;

     

    (e)
      Accounting, legal, and professional services (including inspection and
      consultation);

     

    (f)
      Any
      equipment rental agreements or management agreements (including the cost of
      any
      customary management fee and the fair rental value of any office space provided
      thereunder), provided such is reasonable and customary in the city of Lexington,
      Kentucky;

     

    (g)
      Wages, salaries, and other compensation and benefits of all persons engaged
      in
      the operation, maintenance, or security of the property, and employer's social
      security taxes, unemployment taxes, or insurance, and any other taxes which
      may
      be levied on such wages, salaries, compensation, and benefits; and

     

    (h)
      Repair, maintenance, and replacement of all systems and equipment and components
      thereof, janitorial service, alarm and security service, window cleaning, trash
      removal, cleaning of walks, parking facilities, and building walls, removal
      of
      ice and snow, replacement of wall and floor coverings, corridors, restrooms,
      and
      other common or public areas or facilities, maintenance, and replacement of
      shrubs, trees, grass, sod, and other landscaped items, irrigation systems,
      drainage facilities, fences, curbs, and walkways, repaving and restriping
      parking facilities, repairs to roofs and reroofing. 

     

    Notwithstanding
      the foregoing, operating expenses shall not, however, include the following
      items:

     

    (a)
      Depreciation, interest, and amortization on mortgages, and other debt costs
      or
      ground lease payments, if any;

     

    (b)
      Legal
      fees for rent collection and lease negotiation;

     

    (c)
      Real
      estate brokers and leasing commissions;

     

    (d)
      Improvements or alterations to tenant spaces;

     

    (e)
      The
      cost of providing any service directly to and paid directly by any
      tenant;

     

    (f)
      Any
      costs expressly excluded from operating expenses elsewhere in this
      lease;

     

    (g)
      Costs
      of repairs or restoration to the extent landlord receives reimbursement from
      insurance proceeds or from a third party (such proceeds to be deducted from
      operating expenses in the year in which received); and

     

    (h)
      Capital expenditures, except those (i) made primarily to reduce operating
      expenses; (ii) made primarily to comply with any laws or other governmental
      requirements; or (iii) made for items constituting replacements (as opposed
      to
      additions or new improvements) of items in the common areas of the property.
      All
      such excluded capital expenditures shall be amortized for purposes of this
      lease
      (even if landlord pays the entire cost when the work is performed) over their
      useful lives, not to exceed three years.

     

    
      
        
        

      

      
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    ARTICLE
      XXVII. Conveyance by Landlord and Liability

     

    (A)
      Conveyance by landlord 

     

    In
      case
      landlord or any successor owner of the property or the building shall convey
      or
      otherwise dispose of any portion thereof in which the premises are located
      to
      another person (and nothing herein shall be construed to restrict or prevent
      such conveyance or disposition), such other person shall, thereupon, be and
      become landlord hereunder and shall be deemed to have fully assumed and be
      liable for all obligations of this lease to be performed by landlord which
      first
      arise after the date of conveyance. Tenant shall attorn to such other person
      and
      landlord or such successor owner shall, from and after the date of conveyance,
      be free of all liabilities and obligations hereunder not then
      incurred.

     

    (B)
      Liability of landlord 

     

    The
      liability of landlord to tenant for any default by landlord under this lease
      or
      arising in connection herewith or with landlord's operation, management,
      leasing, repair, renovation, alteration, or any other matter relating to the
      property or the premises shall be limited to the interest of landlord in the
      property. Tenant agrees to look solely to landlord's interest in the property
      for the recovery of any judgment against landlord; landlord shall not be
      personally liable for any such judgment or deficiency after execution thereon.
      The limitations of liability contained in this article shall apply equally
      and
      inure to the benefit of landlord, and its respective, present, and future
      beneficiaries, officers, directors, trustees, shareholders, agents, and
      employees, and their respective heirs, successors, and assigns. The limitation
      on landlord's liability contained in this article shall be effective only if
      landlord's "equity interest" in the property is not less than 20% of the fair
      market value of the property. For purposes hereof, "equity interest" shall
      mean
      the fair market value of the property less the amount of any
      mortgage.

     

    ARTICLE
      XXVIII. Miscellaneous

     

    (A)
      Parties affected 

     

    Each
      of
      the covenants and obligations of this lease shall be binding upon and inure
      to
      the benefit of the parties hereto, their respective heirs, executors,
      administrators, guardians, custodians, successors, and assigns, subject to
      the
      provisions of article XXII respecting transfers of this lease or tenant's
      interest herein.

     

    (B)
      Short
      form lease 

     

    At
      the
      request of either party, a memorandum of lease or short form lease will be
      executed and recorded.

     

    (C)
      Governing law 

     

    This
      lease shall be construed in accordance with the laws of the Commonwealth of
      Kentucky.

     

    (D)
      Quiet
      enjoyment 

     

    Landlord
      covenants that upon tenant's timely payment of the rent and performance of
      the
      terms, covenants, and conditions to be performed by it hereunder, tenant shall
      peaceably and quietly have, hold, and enjoy the premises during the term subject
      to the terms hereof.

     

    ARTICLE
      XXIX. Offer

     

    The
      submission of this lease to tenant shall not be deemed an offer to enter the
      same by landlord.

     

    
      
        
        

      

      
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    ARTICLE
      XXX. Notices

     

    Except
      as
      expressly provided to the contrary in this lease, every notice or other
      communication to be given by either party to the other with respect hereto
      or to
      the premises or property shall be in writing and shall not be effective for
      any
      purpose unless the same shall be served personally, or by national air courier
      service, or United States certified or registered mail, return receipt
      requested, postage prepaid, addressed, if to tenant, at the premises, and if
      to
      landlord, at the address at which the last payment of rent was made or required
      to be made or such other address or addresses as tenant or landlord may from
      time to time designate by notice given as above provided. Every notice or other
      communication hereunder shall be deemed to have been given as of the third
      business day following the date of such mailing, or immediately if personally
      delivered. Notices not sent in accordance with the foregoing shall be of no
      force or effect until received by the parties at such addresses required
      herein.

     

    ARTICLE
      XXXI. Real Estate Brokers

     

    Each
      party represents to the other that it has not dealt with any broker in
      connection with this lease and agrees to indemnify and hold the other party
      harmless from all damages, judgments, liabilities, and expenses (including
      reasonable attorney fees) arising from any claims or demands of any broker
      or
      finder with whom it has dealt for any commission or fee alleged to be due such
      broker or finder in connection with its participation in the procurement or
      negotiation of this lease.

     

    ARTICLE
      XXXII. Entire Agreement

     

    This
      lease, together with all exhibits and rider (WHICH COLLECTIVELY ARE HEREBY
      INCORPORATED WHERE REFERRED TO HEREIN AND MADE A PART HEREOF AS THOUGH FULLY
      SET
      FORTH), contain all the terms and conditions between landlord and tenant
      relating to the matters set forth herein and no prior or contemporaneous
      agreement or understanding pertaining to the same shall be of any force or
      effect, except any such contemporaneous agreement specifically referring to
      and
      modifying this lease signed by both parties. This lease may not be modified
      except in writing signed by both parties.

     

    ARTICLE
      XXXIII. Prior Agreements

     

    All
      leases, amendments, side letters, licenses, and any other agreements or
      understandings of any kind existing prior to the date hereof, by and between
      tenant and either landlord or landlord's predecessor in interest, are hereby
      terminated. 

     

    
      
        
        

      

      
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    IN
      TESTIMONY WHEREOF, witness the signatures of the parties hereto by their duly
      authorized representatives on the day and year first above written.

    
      	 	 	 	 
	 	 	 	
              LANDLORD:

            
	 	 	 	 
	 	 	 	
              Harriet
                Dupree Bradley

            
	 	 	 	 
	
            	 	 	
              /s/
                Harriet Dupree
                Bradley               

            
	
            	 	 	
              

            
	
            	 	 	
              TENANT:

            
	 	 	 	 
	 	 	 	
              Southern
                Bella, Inc. 

            
	 	 	 	
              a
                Delaware corporation

            
	 	 	 	 
	 	 	 	
              /s/
                Viola J. Heitz

              
                
 

            


    

     

    
      
        
        

      

      
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