Exhibit 10.2


 


OFFICE LEASE AGREEMENT


 


 


Between


 


 


Landlord: V.V. GEORGIA, L.P., a Delaware limited partnership


 


 


and


 


 


Tenant: TRIS SECURITY CORPORATION, a Georgia corporation


 


Dated:   June 29, 2005 


 





















 


TABLE OF CONTENTS


 


LEASE AGREEMENT


 


	
  A.

  	
  PREMISES/TERM/POSSESSION

  	
   

  
	
   

  	
   

  	
   

  
	
  1.

  	
  PREMISES

  	
   

  
	
  2.

  	
  LEASE TERM

  	
   

  
	
  3.

  	
  LANDLORD’S
  FAILURE TO GIVE POSSESSION

  	
   

  
	
  4.

  	
  QUIET ENJOYMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  B.

  	
  RENT/PAYMENT/SECURITY DEPOSIT

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  BASE RENT

  	
   

  
	
  6.

  	
  RENT PAYMENT

  	
   

  
	
  7.

  	
  OPERATING
  EXPENSES/TAXES/ELECTRICITY

  	
   

  
	
  8.

  	
  LATE CHARGE

  	
   

  
	
  9.

  	
  PARTIAL PAYMENT

  	
   

  
	
  10.

  	
  SECURITY DEPOSIT

  	
   

  
	
   

  	
   

  	
   

  
	
  C.

  	
  USE/LAWS/RULES

  	
   

  
	
   

  	
   

  	
   

  
	
  11.

  	
  USE OF PREMISES

  	
   

  
	
  12.

  	
  COMPLIANCE WITH LAWS

  	
   

  
	
  13.

  	
  WASTE DISPOSAL

  	
   

  
	
  14.

  	
  RULES AND REGULATIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  D.

  	
  SERVICES/TENANT BUILDOUT

  	
   

  
	
   

  	
   

  	
   

  
	
  15.

  	
  SERVICES

  	
   

  
	
  16.

  	
  TELEPHONE AND DATA
  EQUIPMENT

  	
   

  
	
  17.

  	
  SIGNS

  	
   

  
	
  18.

  	
  PARKING

  	
   

  
	
  19.

  	
  STORAGE

  	
   

  
	
  20.

  	
  BUILDOUT
  ALLOWANCE AND TENANT FINISHES

  	
   

  
	
  21.

  	
  FORCE MAJEURE

  	
   

  
	
   

  	
   

  	
   

  
	
  E.

  	
  REPAIRS/ALTERATIONS/CASUALTY/CONDEMNATION

  	
   

  
	
   

  	
   

  	
   

  
	
  22.

  	
  REPAIRS BY LANDLORD

  	
   

  
	
  23.

  	
  REPAIRS BY TENANT

  	
   

  
	
  24.

  	
  ALTERATIONS AND
  IMPROVEMENTS/LIENS

  	
   

  
	
  25.

  	
  DESTRUCTION OR DAMAGE

  	
   

  
	
  26.

  	
  EMINENT DOMAIN

  	
   

  
	
  27.

  	
  DAMAGE OR THEFT OF
  PERSONAL PROPERTY

  	
   

  
	
   

  	
   

  	
   

  
	
  F.

  	
  INSURANCE/INDEMNITIES/WAIVER/ESTOPPEL

  	
   

  
	
   

  	
   

  	
   

  
	
  28.

  	
  INSURANCE; WAIVERS

  	
   

  
	
  29.

  	
  INDEMNITIES

  	
   

  
	
  30.

  	
  ACCEPTANCE AND WAIVER

  	
   

  
	
  31.

  	
  ESTOPPEL

  	
   

  
	
   

  	
   

  	
   

  
	
  G.

  	
  DEFAULT/REMEDIES/SURRENDER/HOLDING
  OVER

  	
   

  
	
   

  	
   

  	
   

  
	
  32.

  	
  NOTICES

  	
   

  
	
  33.

  	
  ABANDONMENT OF PREMISES

  	
   

  
	
  34.

  	
  DEFAULT

  	
   

  



 


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  35.

  	
  REMEDIES

  	
   

  
	
  36.

  	
  SERVICE OF NOTICE

  	
   

  
	
  37.

  	
  ADVERTISING

  	
   

  
	
  38.

  	
  SURRENDER OF PREMISES

  	
   

  
	
  39.

  	
  CLEANING PREMISES

  	
   

  
	
  40.

  	
  REMOVAL OF FIXTURES

  	
   

  
	
  41.

  	
  HOLDING OVER

  	
   

  
	
  42.

  	
  ATTORNEY’S FEES

  	
   

  
	
  43.

  	
  MORTGAGEE’S RIGHTS

  	
   

  
	
   

  	
   

  	
   

  
	
  H.

  	
  LANDLORD ENTRY/RELOCATION/ASSIGNMENT
  AND SUBLETTING

  	
   

  
	
   

  	
   

  	
   

  
	
  44.

  	
  ENTERING PREMISES

  	
   

  
	
  45.

  	
  RELOCATION

  	
   

  
	
  46.

  	
  ASSIGNMENT AND SUBLETTING

  	
   

  
	
   

  	
   

  	
   

  
	
  I.

  	
  SALE OF BUILDING; LIMITATION
  OF LIABILITY

  	
   

  
	
   

  	
   

  	
   

  
	
  47.

  	
  SALE

  	
   

  
	
  48.

  	
  LIMITATION OF LIABILITY

  	
   

  
	
   

  	
   

  	
   

  
	
  J.

  	
  BROKERS/CONSTRUCTION/AUTHORITY

  	
   

  
	
   

  	
   

  	
   

  
	
  49.

  	
  BROKER DISCLOSURE

  	
   

  
	
  50.

  	
  DEFINITIONS

  	
   

  
	
  51.

  	
  CONSTRUCTION OF THIS
  AGREEMENT

  	
   

  
	
  52.

  	
  NO ESTATE IN LAND

  	
   

  
	
  53.

  	
  PARAGRAPH TITLES;
  SEVERABILITY

  	
   

  
	
  54.

  	
  CUMULATIVE RIGHTS

  	
   

  
	
  55.

  	
  WAIVER OF JURY TRIAL

  	
   

  
	
  56.

  	
  ENTIRE AGREEMENT

  	
   

  
	
  57.

  	
  SUBMISSION OF AGREEMENT

  	
   

  
	
  58.

  	
  AUTHORITY

  	
   

  
	
  59.

  	
  GUARANTY

  	
   

  
	
   

  	
   

  	
   

  
	
  K.

  	
  SPECIAL
  STATE LAW REQUIREMENTS/SPECIAL TENANT STIPULATIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  60.

  	
  STATE OR LOCAL LAW PROVISIONS

  	
   

  
	
  61.

  	
  SPECIAL STIPULATIONS

  	
   

  
	
  62.

  	
  OFAC CERTIFICATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LIST OF EXHIBITS

  	
   

  
	
   

  	
   

  	
   

  
	
  A

  	
  Legal Description

  	
   

  
	
  A-1

  	
  Plan of Premises

  	
   

  
	
  B

  	
  Work Letter

  	
   

  
	
  C

  	
  Substantial Completion/Acceptance
  Letter

  	
   

  
	
  D

  	
  Rules and Regulations 

  	
   

  
	
  E

  	
  HVAC Specifications

  	
   

  
	
  F

  	
  INTENTIONALLY OMITTED

  	
   

  
	
  G

  	
  INTENTIONALLY OMITTED

  	
   

  
	
  H

  	
  Special Stipulations

  	
   

  
	
  I

  	
  INTENTIONALLY OMITTED

  	
   

  



 


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BASIC LEASE PROVISIONS


 


The
following sets forth some of the Basic Provisions of the Lease. In the event of
any conflict between the terms of these Basic Lease Provisions and the
referenced Sections of the Lease, the referenced Sections of the Lease shall
control. In addition to the following Basic Lease Provisions, all of the other
terms and conditions and sections of the Office Lease Agreement hereinafter set
forth are hereby incorporated as an integral part of this Summary.


 


	
  1.

  	
   

  	
  Building (See Section 1):

  	
   

  	
  11675 Great Oaks Way

  Alpharetta, Georgia 30022

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Premises (See
  Section 1):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Suite:

  	
   

  	
  120

  
	
   

  	
   

  	
  Floor:

  	
   

  	
  1st

  
	
   

  	
   

  	
  Rentable Square Feet:

  	
   

  	
  2,675

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Term (See Section 2):

  	
   

  	
  39 full calendar months

  
	
   

  	
   

  	
  Target Commencement Date:

  	
   

  	
  September 1, 2005
  subject to Section 2

  
	
   

  	
   

  	
  Target Expiration Date:

  	
   

  	
  November 30, 2008
  subject to Section 2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Base Rent (See Section 5):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Rate Per Rentable

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Square Foot of 

  	
   

  	
  Monthly

  	
   

  
	
   

  	
   

  	
  Lease Term

  	
   

  	
  Premises 

  	
   

  	
  Installment

  	
   

  
	
   

  	
   

  	
  September 1, 2005 –
  November 30, 2005

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  0.00

  	
   

  
	
   

  	
   

  	
  December 1, 2005 –
  August 31, 2006

  	
   

  	
  $

  	
  18.50

  	
   

  	
  $

  	
  4,123.96

  	
   

  
	
   

  	
   

  	
  September 1, 2006 –
  August 31, 2007

  	
   

  	
  $

  	
  19.06

  	
   

  	
  $

  	
  4,247.68

  	
   

  
	
   

  	
   

  	
  September 1, 2007 –
  August 31, 2008

  	
   

  	
  $

  	
  19.63

  	
   

  	
  $

  	
  4,376.26

  	
   

  
	
   

  	
   

  	
  September 1, 2008 –
  November 30, 2008

  	
   

  	
  $

  	
  20.22

  	
   

  	
  $

  	
  4,507.38

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Rent Payment Address (See
  Section 5)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Jones Lang LaSalle as
  agent for Royal Centre One

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  11675 Great Oaks Way,
  Suite 144B

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Alpharetta, Georgia 30022

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Base Year (See
  Section 7)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tax Base Year:

  	
   

  	
  2005

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Operating Expense Base
  Year:

  	
   

  	
  2005

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Electricity Cost Base
  Year:

  	
   

  	
  2005

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Tenant’s Share (See
  Section 7):

  	
   

  	
  1.759

  	
  %

  	
   

  	
   

  	
   

  	
   

  
												



 


iii





















 


	
  8.

  	
   

  	
  Security Deposit (See
  Section 10):

  	
   

  	
  $8,247.92

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Parking Spaces (See
  Section 18):

  	
   

  	
  5.5 unreserved spaces per
  1,000 rentable square feet of Premises

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Tenant Improvement
  Allowance (See Section 20):

  	
   

  	
  $8.00 per rentable square
  foot

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Tenant’s Liability
  Insurance (See Section 28):

  	
   

  	
  $2,000,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  Landlord’s Broker (See
  Section 49):

  	
   

  	
  Jones Lang LaSalle
  Americas, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tenant’s Broker (See
  Section 49):

  	
   

  	
  Coldwell Banker Commercial
  NRT

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  Notice Address (See
  Section 32)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Landlord

  	
   

  	
  Tenant

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VV Georgia, L.P.

  c/o Invesco Real Estate

  1166 Avenue of the Americas

  26th Floor

  New York, New York 10036-2727

  Attn: VV Asset Manager

  	
   

  	
  Tri-S Security

  11675 Great Oaks Way

  Suite 120

  Alpharetta, Georgia 30022

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  Guarantor (See
  Section 59):

  	
   

  	
  INTENTIONALLY OMITTED

  	
   

  



 


iv





















 


IN WITNESS
WHEREOF, Landlord and Tenant have executed this instrument as of the date set
forth on the first page hereof.


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  V.V. GEORGIA, L.P., a
  Delaware

  limited partnership

  
	
   

  	
   

  
	
   

  	
  By:       INVESCO
  Real Estate

  
	
   

  	
  Germany, L.P - Asset
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness

  	
  By:

  	
  /s/ Cavarly E.B. Garrett

  	
   

  
	
   

  	
  Name:

  	
  Cavarly E.B. Garrett

  
	
   

  	
  Title:

  	
  Authorized Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  TRIS SECURITY CORPORATION,
  a

  
	
   

  	
  Georgia corporation

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness

  	
  By:

  	
  /s/ Wayne
  Stallings

  	
   

  
	
   

  	
   

  	
  FTS: CFO

  	
   

  
						



 


v





















 


OFFICE LEASE AGREEMENT


 


THIS
OFFICE LEASE AGREEMENT (hereinafter called the “Lease”) is made and entered
into as of the date appearing on the first page hereof by and between the
Landlord and Tenant identified above.


 


A.            Premises/Term/Possession


 


1.             Premises.
Landlord does hereby rent and lease to Tenant and Tenant does hereby rent and
lease from Landlord, for general office purposes of a type customary for first-class
office buildings, the Premises located in the Building identified in the Basic
Lease Provisions, situated on the real property described in Exhibit “A”
attached hereto (the “Property”), such Premises as all further shown by
diagonal lines on the drawing attached hereto as Exhibit “A-1” and
made a part hereof by reference. The Premises shall be prepared for Tenant’s
occupancy in the manner and subject to the provisions of Exhibit “B”
attached hereto and made a part hereof. Landlord and Tenant agree that the
number of rentable square feet described in Paragraph 2 of the Basic Lease
Provisions has been confirmed and conclusively agreed upon by the parties. No
easement for light, air or view is granted hereunder or included within or
appurtenant to the Premises.


 


2.             Lease
Term.  Tenant shall have
and hold the Premises for the term (“Term”) identified in the Basic Lease
Provisions commencing on the date (the “Commencement Date”) which is the
earlier of (i) five (5) days after the date on which Landlord
notifies Tenant that the Premises are substantially complete (or would have
been substantially complete but for any delays caused by Tenant, its agents and
employees) or (ii) the date Tenant first occupies all or any portion of
the Premises for the conduct of its business, and shall terminate at midnight
on the last day of the Term (the “Expiration Date”), unless sooner terminated
or extended as hereinafter provided. Promptly following the Commencement Date,
Landlord and Tenant shall enter into a letter agreement in the form attached
hereto as Exhibit “C”, specifying and/or confirming the
Commencement Date and the Expiration Date (and the number of rentable square
feet contained within the Premises and the amount of Base Rent payable
hereunder for each Lease Year (as defined in Section 5 below), if such
numbers as finally determined differ from those set forth in the Basic Lease
Provisions).


 


3.             Landlord’s Failure to Give Possession. Landlord shall not be liable for damages
to Tenant for failure to deliver possession of the Premises to Tenant if such
failure is due to any previous tenant’s failure to vacate the Premises, except
that the commencement of the Term shall be delayed until Landlord delivers possession
of the Premises to Tenant (so long as Tenant is not responsible for such
failure or delay). Landlord will use all commercially reasonable efforts to
deliver possession of the Premises to Tenant by the Commencement Date of the
Term.


 


4.             Quiet Enjoyment. Tenant, upon payment in full of the
required Rent and full performance of the terms, conditions, covenants and
agreements contained in this Lease, shall peaceably and quietly have, hold and
enjoy the Premises during the Term hereof. Landlord shall not be responsible
for the acts or omissions of any other tenant, Tenant or third party that may
interfere with Tenant’s use and enjoyment of the Premises.


 


1





















 


B.            Rent/Payment/Security
Deposit.


 


5.             Base Rent. Tenant shall pay to Landlord, at the
address stated in the Basic Lease Provisions or at such other place as Landlord
shall designate in writing to Tenant, annual base rent (“Base Rent”) in
the amounts set forth in the Basic Lease Provisions. The term “Lease Year”, as
used in the Basic Lease Provisions and throughout this Lease, shall mean each
and every consecutive twelve (12) month period during the Term of this Lease,
with the first such twelve (12) month period commencing on the Commencement
Date; provided, however, if the Commencement Date occurs other than on the
first day of a calendar month, the first Lease Year shall be that partial month
plus the first full twelve (12) months thereafter.


 


6.             Rent
Payment.  The Base Rent
for each Lease Year shall be payable in equal monthly installments, due on the
first day of each calendar month, in advance, in legal tender of the United
States of America, without abatement, demand, deduction or offset whatsoever,
except as may be expressly provided in this Lease. One full monthly installment
of Base Rent shall be due and payable on the date of execution of this Lease by
Tenant and shall be applied to the first month’s Base Rent, and a like monthly
installment of Base Rent shall be due and payable on or before the first day of
each calendar month following the Commencement Date during the Term hereof
(provided, that if the Commencement Date should be a date other than the first
day of a calendar month, the monthly Base Rent installment paid on the date of
execution of this Lease by Tenant shall be prorated to that partial calendar
month, and the excess shall be applied as a credit against the next monthly
Base Rent installment). Tenant shall pay, as Additional Rent, all other sums
due from Tenant under this Lease (the term “Rent”, as used herein, means all
Base Rent, Additional Rent and all other amounts payable hereunder from Tenant
to Landlord).


 


7.             Operating
Expenses/Taxes/Electricity Costs. 


 


(a)           Tenant agrees to reimburse Landlord throughout the Term,
as Additional Rent hereunder, for Tenant’s Share (as defined below) of: (i) the
annual Operating Expenses (as defined below) in excess of the Operating
Expenses for the Operating Expense Base Year set forth in the Basic Lease
Provisions (hereinafter called the “Base Year Expense Amount”); (ii) the
annual Taxes (as defined below) in excess of the Taxes for the Tax Base Year
set forth in the Basic Lease Provisions (hereinafter called the “Base Year Tax
Amount”); and (iii) the annual Electricity Costs (as defined below) in
excess of the Electricity Costs for the Electricity Cost Base Year set forth in
the Basic Lease Provisions (hereinafter called the “Base Year Electricity Costs”).
The term “Tenant’s Share” as used in this Lease shall mean the percentage
determined by dividing the rentable square footage of the Premises by the
rentable square footage of the Building. Landlord and Tenant hereby agree that
Tenant’s Share with respect to the Premises initially demised by this Lease is
the percentage amount set forth in the Basic Lease Provisions. Tenant’s Share
of excess Operating Expenses, excess Taxes and excess Electricity Costs for any
calendar year shall be appropriately prorated for any partial year occurring
during the Term.


 


(b)           “Operating Expenses” shall mean all
of those expenses of operating, servicing, managing, maintaining and repairing
the Property, Building, and all parking areas and all related common areas (as
well as the reasonable allocation by Landlord of any expenses incurred and


 


2





















 


related
to facilities located on other property but serving the Property, if the
Property is part of a project involving more than one building and/or
property). Operating Expenses shall include, without limitation, the following:
(1) insurance premiums and deductible amounts, including, without
limitation, for commercial general liability, “all risks” property, rent loss
and other coverages carried by Landlord on the Building and Property; (2) all
costs related to the providing of water, heating, lighting, ventilation,
sanitary sewer, air conditioning and other utilities in the Building, but
specifically excluding the costs of electricity or power charges incurred in
connection with such services or the costs of providing electricity or power
throughout the Building, and further excluding those utility charges actually
paid separately by Tenant or any other tenants of the Building; (3) janitorial
and maintenance expenses, including: (a) janitorial services and
janitorial supplies and other materials used in the operation and maintenance
of the Building; and (b) the cost of maintenance and service agreements on
equipment, window cleaning, grounds maintenance, pest control, security, trash
and snow removal, and other similar services or agreements; (4) management
fees (or a charge equal to fair market management fees if Landlord provides its
own management services) and the market rental value of a management office; (5) the
costs, including interest, amortized over the applicable useful life, of any
capital improvement made to the Building by or on behalf of Landlord which is
required under any governmental law or regulation (or any judicial
interpretation thereof) that was not applicable to the Building as of the date
of this Lease, and of the acquisition and installation of any device or
equipment designed to improve the operating efficiency of any system within the
Building which is reasonably intended to reduce Operating Expenses or which is
acquired to improve the safety of the Building or Property; (6) all
services, supplies, repairs, replacements or other expenses directly and
reasonably associated with servicing, maintaining, managing and operating the
Building, including, but not limited to the lobby, vehicular and pedestrian traffic
areas and other common use areas; (7) wages and salaries of Landlord’s
employees (not above the level of Building or Property Manager or whatever
title represents the on-site management representative primarily responsible
for management of the Building) engaged in the maintenance, operation, repair
and services of the Building, including taxes, insurance and customary fringe
benefits; (8) legal and accounting costs (but not including legal costs
incurred in collecting delinquent rent from any occupants of the Property); (9) costs
to maintain and repair the Building and Property; (10) landscaping and security costs unless Landlord hires a third
party to provide such services pursuant to a service contract and the cost of
that service contract is already included in Operating Expenses as described
above; (11) if the Building is part of a multi-building project, the Building’s
allocated share (as reasonably determined by Landlord) of those expenses
incurred on a project-wide basis benefiting the Building and/or Property
including, without limitation, costs in connection with (i) landscaping, (ii) utility
and road repairs, (iii) security, and (iv) signage installation,
replacement and repair; (12) costs and expenses of repair or replacement of
common area finishes.


 


Operating
Expenses shall specifically further exclude, however, the following: (1) costs
of alterations of tenant spaces (including all tenant improvements to such
spaces); (2) costs of capital improvements, except as provided in the
preceding paragraph; (3) depreciation, interest and principal payments on
mortgages, and other debt costs, if any; (4) real estate brokers’ leasing
commissions or compensation and advertising and other marketing expenses; (5) payments
to affiliates of the Landlord for goods and/or services in excess of what would
be paid to non-affiliated parties for such goods and/or services in an arm’s
length transaction; (6) costs or other


 


3





















 


services or work performed for
the singular benefit of another tenant or occupant (other than for common areas
of the Building); (7) legal, space planning, construction, and other
expenses incurred in procuring tenants for the Building or renewing or amending
leases with existing tenants or occupants of the Building; (8) costs of
advertising and public relations and promotional costs and attorneys’ fees
associated with the leasing of the Building; (9) any expense for which
Landlord actually receives reimbursement from insurance, condemnation awards,
other tenants or any other source; (10) costs incurred in connection with
the sale, financing, refinancing, mortgaging, or other change of ownership of
the Building; (11) all expenses in connection with the installation, operation
and maintenance of any observatory, broadcasting facilities, luncheon club,
athletic or recreation club, cafeteria, dining facility, or other facility not
generally available to all office tenants of the Building, including Tenant;
(12) Taxes; and (13) rental under any ground or underlying lease or leases.


 


(c)           “Taxes” shall mean all taxes and assessments of every kind
and nature which Landlord shall become obligated to pay with respect to each
calendar year of the Term or portion thereof because of or in any way connected
with the ownership, leasing, and operation of the Building and the Property,
subject to the following: (i) the amount of ad valorem real and personal
property taxes against Landlord’s real and personal property to be included in
Taxes shall be the amount required to be paid for any calendar year,
notwithstanding that such Taxes are assessed for a different calendar year (the
amount of any tax refunds received by Landlord during the Term of this Lease
shall be deducted from Taxes for the calendar year to which such refunds are
attributable); (ii) the amount of special taxes and special assessments to
be included shall be limited to the amount of the installments (plus any
interest, other than penalty interest, payable thereon) of such special tax or
special assessment payable for the calendar year in respect of which Taxes are
being determined; (iii) the amount of any tax or excise levied by the
State or the City where the Building is located; any political subdivision of
either, or any other taxing body, on rents or other income from the Property
(or the value of the leases thereon) to be included shall not be greater than
the amount which would have been payable on account of such tax or excise by
Landlord during the calendar year in respect of which Taxes are being
determined had the income received by Landlord from the Building [excluding
amounts payable under this subparagraph (iii)] been the sole taxable income of
Landlord for such calendar year; (iv) there shall be excluded from Taxes
all income taxes [except those which may be included pursuant to the preceding
subparagraph (iii) above], excess profits taxes, franchise, capital stock,
and inheritance or estate taxes; (v) if any portion of the Taxes in the
Tax Base Year includes an assessment which is no longer payable in a subsequent
calendar year, the Taxes for the Tax Base Year shall be adjusted to eliminate
the amount of the annual assessment originally included therein; and (vi) Taxes
shall also include Landlord’s reasonable costs and expenses (including reasonable
attorneys’ fees) in contesting or attempting to reduce any Taxes assessed for a
different calendar year. Landlord agrees to consult with a real estate tax
consultant or advisor engaged by it from time to time and in the exercise of
reasonable and prudent ownership judgment contest any unreasonable tax
assessment to the extent such tax counsel advises Landlord that a reasonable
basis exists therefor.


 


(d)           “Electricity Costs” shall mean all of
those costs and expenses of every kind and nature whatsoever which Landlord
shall incur in connection with providing various electricity and power services
to the Building, or any portion thereof, or to the tenant spaces located
therein,


 


4





















 


including
the Premises, with respect to each calendar year of the Term or portion
thereof, but specifically excluding electricity or power charges actually paid
by Tenant or other tenants of the Building directly to the provider of such
services or paid to Landlord on account of excess usage or overtime charges.


 


(e)           Landlord shall, on or before the Commencement Date and as
soon as reasonably possible after the commencement of each calendar year
thereafter, provide Tenant with a statement of the estimated monthly
installments of Tenant’s Share of excess Operating Expenses, excess Taxes and
excess Electricity Costs which will be due for the remainder of the calendar
year in which the Commencement Date occurs or for the next ensuing calendar
year, as the case may be. Landlord agrees to keep books and records showing the
Operating Expenses in accordance with generally accepted accounting principles
(as modified for office buildings in a manner comparable to other similar
buildings in the commercial area where the Building is located) and practices
consistently maintained on a year-to-year basis in compliance with such
provisions of this Lease as may affect such accounts, and Landlord shall
deliver to Tenant within one hundred twenty (120) days after the close of each
calendar year (subject to any delays beyond the reasonable control of Landlord
to prevent) (including the calendar year in which this Lease terminates), a
statement (“Landlord’s Statement”) containing the following: (1) a
statement that the books and records covering the operation of the Building
have been maintained in accordance with the requirements in this subparagraph
(e); (2) the amount of any increases in the Operating Expenses for such
calendar year in excess of the Operating Expenses for the Operating Expense
Base Year; (3) the amount of any increases in the Taxes for such calendar
year in excess of the Taxes for the Tax Base Year; and (4) the amount of
any increases in the Electricity Costs for such calendar year in excess of the
Electricity Costs for the Electricity Cost Base Year. Upon reasonable prior
written request given not later than thirty (30) days following the date
Landlord’s Statement is delivered to Tenant, Landlord will provide Tenant
detailed documentation to support such Landlord’s Statement or provide Tenant
with the opportunity to review such supporting information. If Tenant does not
notify Landlord of any objection to Landlord’s Statement within ninety (90)
days after the later of delivery of Landlord’s Statement or such requested
supporting documentation, Tenant shall be deemed to have accepted Landlord’s
Statement as true and correct and shall be deemed to have waived any right to
dispute the excess Operating Expenses, Taxes and/or Electricity Costs due
pursuant to that Landlord’s Statement.


 


(i)            Tenant shall pay to Landlord,
together with its monthly payment of Base Rent as provided in Section 5
above, as Additional Rent hereunder, the estimated monthly installment of
Tenant’s Share of the excess Operating Expenses, Taxes and Electricity Costs
for the calendar year in question. At the end of any calendar year, if Tenant
has paid to Landlord an amount in excess of Tenant’s Share of excess Operating
Expenses, Taxes and Electricity Costs for such calendar year, Landlord shall
reimburse to Tenant any such excess amount (or shall apply any such excess
amount to any amount then owing to Landlord hereunder, and if none, to the next
due installment or installments of Additional Rent due hereunder, at the option
of Landlord). At the end of any calendar year if Tenant has paid to Landlord
less than Tenant’s Share of excess Operating Expenses, Taxes and Electricity
Costs for such calendar year, Tenant shall pay to Landlord any such deficiency
within thirty (30) days after Tenant receives the annual statement.


 


5





















 


(ii)           For the calendar year in which this
Lease terminates and is not extended or renewed, the provisions of this Section shall
apply, but Tenant’s Share for such calendar year shall be subject to a pro rata
adjustment based upon the number of days prior to the expiration of the Term of
this Lease. Tenant shall make monthly estimated payments of the pro rata
portion of Tenant’s Share for such calendar year (in the manner provided above)
and when the actual prorated Tenant’s Share for such calendar year is
determined, Landlord shall send Landlord’s Statement to Tenant for such year
and if such Statement reveals that Tenant’s estimated payments for the prorated
Tenant’s Share for such calendar year exceeded the actual prorated Tenant’s
Share for such calendar year, Landlord shall include a refund for that amount
along with the Statement (subject to offset in the event Tenant is in default
hereunder). If Landlord’s Statement reveals that Tenant’s estimated payments
for the prorated Tenant’s Share for such calendar year were less than the
actual prorated Tenant’s Share for such calendar year, Tenant shall pay the
shortfall to Landlord within thirty (30) days after the date of receipt of
Landlord’s Statement.


 


(iii)          If the Building is less than ninety-five
percent (95%) occupied throughout any calendar year of the Term, then the
actual Operating Expenses for the calendar year in question (as well as the
Operating Expenses for the Operating Expense Base Year) which vary with
occupancy levels in the Building (e.g. elevator maintenance, management fees)
shall be increased to the amount of Operating Expenses which Landlord
reasonably determines would have been incurred during that calendar year if the
Building had been at least 95% occupied throughout such calendar year. If the
provisions of this subsection are applied in any calendar year, the Base
Expense Amount shall likewise be adjusted to reflect such level of occupancy.


 


8.             Late
Charge.  Other remedies
for non-payment of Rent notwithstanding, if any monthly installment of Base
Rent or Additional Rent is not received by Landlord on or before the date due,
or if any payment due Landlord by Tenant which does not have a scheduled due
date is not received by Landlord on or before the tenth (10th) day following
the date Tenant was invoiced, a late charge of five percent (5%) of such past
due amount shall be immediately due and payable as Additional Rent and interest
shall accrue on all delinquent amounts from the date past due until paid at the
lower of a rate of one and one-half (1-1/2%) percent per month or fraction
thereof from the date such payment is due until paid (Annual Percentage Rate =
18%), or the highest rate permitted by applicable law.


 


9.             Partial Payment.  No payment by Tenant or acceptance by Landlord
of an amount less than the Rent herein stipulated shall be deemed a waiver of
any other Rent due. No partial payment or endorsement on any check or any
letter accompanying such payment of Rent shall be deemed an accord and
satisfaction, but Landlord may accept such payment without prejudice to
Landlord’s right to collect the balance of any Rent due under the terms of this
Lease or any late charge assessed against Tenant hereunder.


 


10.           Security
Deposit.  Tenant shall pay
Landlord the amount identified as the Security Deposit in the Basic Lease
Provisions (hereinafter referred to as “Security Deposit”) as evidence of good
faith on the part of Tenant in the fulfillment of the terms of this Lease,
which shall be held by the Landlord during the Term of this Lease, or any
renewal thereof. Under no circumstances will Tenant be entitled to any interest
on the Security Deposit. The Security


 


6





















 


Deposit may be used by
Landlord, at its discretion, to apply to any amount owing to Landlord
hereunder, or to pay the expenses of repairing any damage to the Premises,
except natural wear and tear occurring from normal use of the Premises, which
exists on the day Tenant vacates the Premises, but this right shall not be
construed to limit Landlord’s right to recover additional sums from Tenant for
damages to the Premises. In addition to any other rights available to Landlord
hereunder, the Security Deposit shall be forfeited in any event if Tenant fails
to occupy the Premises for the full Term of this Lease, or if this Lease should
for any reason whatsoever be terminated prior to the Expiration Date of the
Term, or of any renewal thereof. If there are no payments to be made from the
Security Deposit as set out in this paragraph, or if there is any balance of
the Security Deposit remaining after all payments have been made, the Security
Deposit, or such balance thereof remaining, will be refunded to the Tenant
within thirty (30) days after fulfillment by Tenant of all obligations
hereunder (including payment of the balance of any year-end reconciliation). In
no event shall Tenant be entitled to apply the Security Deposit to any Rent due
hereunder. In the event of an act of bankruptcy by or insolvency of Tenant, or the appointment of a receiver for Tenant or a
general assignment for the benefit of Tenant’s creditors, then the Security
Deposit shall be deemed immediately assigned to Landlord. The right to retain
the Security Deposit shall be in addition and not alternative to Landlord’s
other remedies under this Lease or as may be provided by law and shall not be
affected by summary proceedings or other proceedings to recover possession of
the Premises. Upon sale or conveyance of the Building, Landlord may transfer or
assign the Security Deposit to any new owner of the Premises, and upon such
transfer all liability of Landlord for the Security Deposit shall terminate.
Landlord shall be entitled to commingle the Security Deposit with its other
funds.


 


C.            Use/Laws/Rules.


 


11.           Use of Premises.


 


(a)           Tenant shall use and occupy the
Premises for general office purposes of a type customary for office buildings
of the same type and quality as the Building and for no other purpose. The
Premises shall not be used for any illegal purpose, nor in violation of any
valid regulation of any governmental body, nor in any manner to create any
nuisance or trespass, nor in any manner which will void the insurance or
increase the rate of insurance on the Premises or the Building, nor in any
manner inconsistent with the first-class nature of the Building.


 


(b)           Tenant shall not cause or permit the
receipt, storage, use, location or handling on the Property (including the
Building and Premises) of any product, material or merchandise which is
explosive, highly inflammable, or a “hazardous or toxic material,” as that term
is hereafter defined. “Hazardous or toxic material” shall include all materials
or substances which have been determined to be hazardous to health or the environment
and are regulated or subject to all applicable laws, rules and regulations
from time to time, including, without limitation hazardous waste (as defined in
the Resource Conservation and Recovery Act); hazardous substances (as defined
in the Comprehensive Emergency Response, Compensation and Liability Act, as
amended by the Superfund Amendments and Reauthorization Act); gasoline or any
other petroleum product or by-product or other hydrocarbon derivative; toxic
substances, (as defined by the Toxic Substances Control Act); insecticides,
fungicides or rodenticide, (as defined in the Federal Insecticide, Fungicide,
and Rodenticide Act); asbestos and radon and


 


7





















 


substances
determined to be hazardous under the Occupational Safety and Health Act or
regulations promulgated thereunder. Notwithstanding the foregoing, Tenant shall
not be in breach of this provision as a result of the presence in the Premises
of minor amounts of hazardous or toxic materials which are in compliance with
all applicable laws, ordinances and regulations and are customarily present in
a general office use (e.g., copying machine chemicals and kitchen cleansers).


 


(c)           Without limiting in any way Tenant’s
obligations under any other provision of this Lease, Tenant and its successors
and assigns shall indemnify, protect, defend (with counsel approved by
Landlord) and hold Landlord, its partners, officers, directors, shareholders,
employees, agents, lenders, contractors and each of their respective successors
and assigns (the “Indemnified Parties”) harmless from any and all claims,
damages, liabilities, losses, costs and expenses of any nature whatsoever,
known or unknown, contingent or otherwise (including, without limitation,
attorneys’ fees, litigation, arbitration and administrative proceedings costs,
expert and consultant fees and laboratory costs, as well as damages arising out
of the diminution in the value of the Premises or any portion thereof, damages
for the loss of the Premises, damages arising from any adverse impact on the
marketing of space in the Premises, and sums paid in settlement of claims),
which arise during or after the Term in whole or in part as a result of the
presence or suspected presence of any hazardous or toxic materials, in, on,
under, from or about the Premises due to Tenant’s acts or omissions, on or
about the Premises, unless such claims, damages, liabilities, losses, costs and
expenses arise out of or are caused by the negligence or willful misconduct of
any of the Indemnified Parties. Landlord and its successors and assigns shall
indemnify and hold Tenant and its successors and assigns harmless against all
such claims or damages if arising out of or caused by the negligence or willful
misconduct of Landlord, its agents or employees. The indemnities contained
herein shall survive the expiration or earlier termination of this Lease.


 


12.           Compliance with Laws. Tenant and Landlord shall operate the
Premises and Building respectively in compliance with all applicable federal,
state, and municipal laws, ordinances and regulations (including, without
limitation, the Americans with Disabilities Act) and shall not knowingly,
directly or indirectly, make any use of the Premises or Building which is
prohibited by any such laws, ordinances or regulations.


 


13.           Waste Disposal.


 


(a)           All normal trash and waste (i.e.,
waste that does not require special handling pursuant to subparagraph (b) below)
shall be disposed of through the janitorial service.


 


(b)           Tenant shall be responsible for the
removal and disposal of any waste deemed by any governmental authority having
jurisdiction over the matter to be hazardous or infectious waste or waste
requiring special handling, such removal and disposal to be in accordance with
any and all applicable governmental rules, regulations, codes, orders or
requirements. Tenant agrees to separate and mark appropriately all waste to be
removed and disposed of through the janitorial service pursuant to (a) above
and hazardous, infectious or special waste to be removed and disposed of by
Tenant pursuant to this subparagraph (b). Tenant hereby indemnifies and holds
harmless Landlord from and against any loss, claims,


 


8





















 


demands,
damage or injury Landlord may suffer or sustain as a result of Tenant's failure
to comply with the provisions of this subparagraph (b).


 


14.           Rules and Regulations.
 The rules and regulations in regard
to the Building, a copy of which is attached hereto as Exhibit “D,”
and all reasonable rules and regulations and modifications thereto which
Landlord may hereafter from time to time adopt and promulgate after notice
thereof to Tenant, for the government and management of the Building, are
hereby made a part of this Lease and shall during the Term be observed and
performed by Tenant, its agents, employees and invitees.


 


D.            Services/Tenant Buildout.


 


15.           Services.


 


(a)           The normal business hours of the
Building shall be from 8:00 A. M. to 6:00 P.M. on Monday through Friday,
and at such other hours and times as determined by Landlord to be required for
the majority of the occupants of the Building, exclusive of Building holidays
as reasonably designated by Landlord (“Building Holidays”). Initially and until
further notice by Landlord to Tenant, the Building Holidays shall be: New Year’s
Day, Memorial Day, Independence Day, Labor Day, Thanksgiving (and the day after
Thanksgiving) and Christmas. Landlord shall furnish the following services
during the normal business hours of the Building except as noted:


 


(i)            Elevator service for passenger needs
at all times, and for delivery needs during normal business hours;


 


(ii)           Air conditioning reasonably adequate
to cool the Premises and heat reasonably adequate to warm the Premises in
accordance with the standards set forth on the HVAC Specifications shown on Exhibit “E”
attached hereto and made a part hereof, subject to governmental regulations (so
long as the occupancy level of the Premises and the heat generated by
electrical lighting and fixtures do not exceed the thresholds set forth on Exhibit “E”).


 


(iii)          Hot and cold running water for all
restrooms and lavatories;


 


(iv)          Soap, paper towels, and toilet tissue for public
restrooms;


 


(v)           Janitorial service Monday through
Friday, in keeping with the standards generally maintained in similar office
buildings in the city where the Building is located;


 


(vi)          Custodial, electrical and mechanical maintenance
services in the Building;


 


(vii)         Electric power for lighting and outlets
not in excess of the total watts per rentable square foot of the Premises set
forth on Exhibit ”E” at 100% connected load (Tenant shall pay for
any electrical service in excess of such amount);


 


9





















 


(viii)        Replacement of Building standard lamps
and ballasts as needed from time to time;


 


(ix)           Repairs and maintenance as described
in Section 22 of this Lease; and


 


(x)            General Building
management, including supervision, inspections, recordkeppeing, accounting,
leasing and related management functions.


 


(b)           Tenant shall have no right to any
services in excess of those provided herein. If Tenant uses services in an
amount or for a period in excess of that provided for herein, then Landlord
reserves the right to charge Tenant as Additional Rent hereunder a reasonable
sum as reimbursement for the direct cost of such added services, and to charge
Tenant for the cost of any additional equipment or facilities or modifications
thereto which are necessary to provide the additional services, and/or to discontinue
providing such excess services to Tenant.


 


(c)           Landlord shall not be liable for any
damages directly or indirectly resulting from the interruption in any of the
services described above, nor shall any such interruption entitle Tenant to any
abatement of Rent or any right to terminate this Lease. Landlord shall use all
reasonable efforts to furnish uninterrupted services as required above.
Notwithstanding the foregoing, in the event that any interruption or
discontinuance of services provided pursuant to this Section 15 was within
the reasonable control of Landlord to prevent and such interruption or
discontinuance continues beyond three (3) business days after written
notice to Landlord and materially and adversely affects Tenant’s ability to
conduct business in the Premises, or any portion thereof, and on account of
such interruption or disturbance Tenant ceases doing business in the Premises,
Base Rent and Additional Rent shall thereafter abate proportionately for so
long as Tenant remains unable to conduct its business in the Premises or such
portion thereof. To the extent within Landlord’s reasonable control, Landlord
agrees to use reasonable efforts to restore such interrupted or discontinued
service as soon as reasonably practicable.


 


16.           Telephone
and Data Equipment.  Landlord
shall have no responsibility for providing to Tenant any telephone equipment,
including wiring, within the Premises or for providing telephone service or
connections from the utility to the Premises, except as required by law. Tenant
shall not alter, modify, add to or disturb any telephone or data wiring in the
Premises or elsewhere in the Building without the Landlord’s prior written
consent. Tenant shall be liable to Landlord for any damage to the telephone or
data wiring in the Building due to the act, negligent or otherwise, of Tenant
or any employee, contractor or other agent of Tenant. Tenant shall have no
access to the telephone closets within the Building, except in the manner and
under procedures established by Landlord. Tenant shall promptly notify Landlord
of any actual or suspected failure of telephone or data service to the
Premises. All costs incurred by Landlord for the installation, maintenance,
repair and replacement of telephone wiring within the Building shall be an
Operating Expense unless Landlord is reimbursed for such costs by other tenants
of the Building. Landlord shall not be liable to Tenant and Tenant waives all
claims against Landlord whatsoever, whether for personal injury, property
damage, loss of use of the Premises, or otherwise, due to the interruption or
failure of telephone services to the Premises.


 


10





















 


Tenant hereby holds Landlord
harmless and agrees to indemnify, protect and defend Landlord from and against
any liability for any damage, loss or expense due to any failure or
interruption of telephone or data service to the Premises for any reason.
Tenant agrees to obtain loss of rental insurance adequate to cover any damage,
loss or expense occasioned by the interruption of telephone or data service.


 


17.           Signs.
 A Building standard suite entry
shall be installed on the door to the Premises or adjacent to the entry to the
Premises as part of the Work described in Section 20 below, and the cost
thereof shall be paid out of the Tenant Improvement Allowance described in Section 20
below. Otherwise, Tenant shall not paint or place any signs, placards, or other
advertisements of any character upon the windows or inside walls of the
Premises (except with the prior consent of Landlord, which consent may be
withheld by Landlord in its absolute discretion), and Tenant shall place no
signs upon the outside walls, common areas or the roof of the Building.


 


18.           Parking. No rights to specific parking spaces are
granted under this Lease; however, subject to Landlord’s rights pursuant to the
last sentence of this Section 18, Tenant shall be entitled to use up to
the total number of parking spaces set forth in the Basic Lease Provisions in
the parking facilities located on the Property. All parking spaces provided to
Tenant shall be unreserved (unless otherwise specified on Exhibit “H”
attached hereto) and are to be used by Tenant, its employees and invitees in
common with the other tenants of the Building and their employees and invitees.
Landlord reserves the right to build improvements upon, reduce the size of,
relocate, reconfigure, eliminate, and/or make alterations or additions to such
parking facilities at any time. The use of the parking spaces is provided by
Landlord to Tenant at the published rates charged by Landlord to third parties
from time to time. Such payments for parking shall be considered Additional
Rent. Tenant shall not have the right to surrender or return parking spaces and
shall be obligated to pay for all of the allocated parking spaces throughout
the Term.


 


19.           Storage.
 If Landlord makes available to Tenant
any storage space outside the Premises, anything stored therein shall be wholly
at the risk of Tenant, and Landlord shall have no responsibility or liability
for the items stored therein.


 


20.           Buildout
Allowance and Tenant Finishes.


 


(a)           Landlord will provide to Tenant an
allowance (“Tenant Improvement Allowance”) per rentable square foot contained
within the Premises as set forth in the Basic Lease Provisions to be applied to
the cost of the Work and Additional Work described in Exhibit “B”. Tenant
and Landlord agree that all costs of the Work and Additional Work in excess of
such Tenant Improvement Allowance which are requested by Tenant and approved by
Landlord shall be paid by Tenant to Landlord as follows: twenty-five (25%)
percent of such excess costs prior to the commencement of the Work, fifty
percent (50%) of such excess costs within five (5) business days of
Landlord’s notice that fifty percent (50%) of the Work is complete and the
balance (i.e. 25%) of actual costs upon substantial completion and prior to
occupancy. The amount due for each installment shall be set forth in a written
invoice from Landlord. Should Tenant fail to pay for such excess costs when due
as herein provided, such amount due shall


 


11





















 


accrue interest at the lesser
of a rate of one and one-half (1-1/2%) percent per month or fraction thereof
from the date such payment is due until paid (Annual Percentage Rate = 18%), or
the highest rate permitted by applicable law, and the failure to pay such
amount when due shall be a default, subject to the provisions of Section 34
below.


 


(b)           The Work Letter attached hereto as Exhibit “B”
and executed by Landlord and Tenant, is hereby made a
part of this Lease, and its provisions shall control in the event of a conflict
with the provisions contained in this Lease.


 


21.           Force Majeure.
 In the event of a strike, lockout, labor
trouble, civil commotion, an act of God, or any other event beyond Landlord’s
control (a “force majeure event”) which results in the Landlord being unable to
timely perform its obligations hereunder to repair the Premises, provide
services, or complete Work (as provided in Exhibit “B”), so long as
Landlord diligently proceeds to perform such obligations after the end of such
force majeure event, Landlord shall not be in breach hereunder, this Lease
shall not terminate, and Tenant’s obligation to pay any Base Rent, additional
rent, or any other charges and sums due and payable shall not be excused.


 


E.             Repairs/Alterations/Casualty/Condemnation.


 


22.           Repairs By Landlord. Tenant, by taking possession of the
Premises, shall accept and shall be held to have accepted the Premises as
suitable for the use intended by this Lease. In no event shall Tenant be
entitled to compensation or any other damages or any other remedy against
Landlord in the event the Premises are not deemed suitable for Tenant’s use.
Landlord shall not be required, after possession of the Premises has been
delivered to Tenant, to make any repairs or improvements to the Premises,
except as set forth in this Lease. Except for damage caused by casualty and
condemnation (which shall be governed by Section 25 and 26 below), and
subject to normal wear and tear, Landlord shall maintain in good repair the
exterior walls, roof, common areas, foundation, structural portions and the
Building’s mechanical, electrical, plumbing and HVAC systems, provided such
repairs are not occasioned by Tenant, Tenant’s invitees or anyone in the employ
or control of Tenant.


 


23.           Repairs By Tenant.  Except as described in Section 22 above,
Tenant shall, at its own cost and expense, maintain the Premises in good repair
and in a neat and clean, first-class condition, including making all necessary
repairs and replacements. Tenant shall further, at its own cost and expense,
repair or restore any damage or injury to all or any part of the Building
caused by Tenant or Tenant’s agents, employees, invitees, licensees, visitors
or contractors, including but not limited to any repairs or replacements
necessitated by (i) the construction or installation of improvements to
the Premises by or on behalf of Tenant, and (ii) the moving of any property
into or out of the Premises. If Tenant fails to make such repairs or
replacements promptly, Landlord may, at its option, upon prior reasonable
notice to Tenant (except in an emergency) make the required repairs and
replacements and the costs of such repair or replacements shall be charged to
Tenant as Additional Rent and shall become due and payable by Tenant with the
monthly installment of Base Rent next due hereunder.


 


12





















 


24.           Alterations
and Improvements/Liens.


 


(a)           Except for minor, decorative
alterations which do not affect the Building structure or systems, are not
visible from outside the Premises and do not cost in excess of $10,000.00 in
the aggregate, Tenant shall not make or allow to be made any alterations,
physical additions or improvements in or to the Premises without first
obtaining in writing Landlord’s written consent for such alterations or
additions, which consent may be granted or withheld in Landlord’s sole
discretion if the alterations will affect the Building structure or systems or
will be visible from outside the Premises, but which consent shall not be
unreasonably withheld if the alterations will not affect the Building structure
or systems and will not be visible from outside the Premises. Upon Landlord’s
request, Tenant will deliver to Landlord plans and specifications for any
proposed alterations, additions or improvements and shall reimburse Landlord
for Landlord’s reasonable cost to review such plans. Any alterations, physical additions
or improvements shall at once become the property of Landlord; provided,
however, that Landlord, at its option, may require Tenant to remove any
alterations, additions or improvements in order to restore the Premises to the
condition existing on the Commencement Date (if Landlord notified Tenant at the
time of Landlord’s consent to any such alterations, additions or improvements
that Landlord reserved the right to require the removal thereof). All costs of
any such alterations, additions or improvements shall be borne by Tenant. All
alterations, additions or improvements shall be made in a good, first-class,
workmanlike manner and in a manner that does not disturb other tenants (i.e.,
any loud work must be performed during non-business hours) and Tenant must
maintain appropriate liability and builder’s risk insurance throughout the
construction. Tenant does hereby indemnify and hold Landlord harmless from and
against any and all claims for damages or death of persons or damage or
destruction of property arising out of or relating to the performance of any
such alterations, additions or improvements made by or on behalf of Tenant.
Under no circumstances shall Landlord be required to pay, during the Term of
this Lease and any extensions or renewals thereof, any ad valorem or Property
tax on such alterations, additions or improvements, Tenant hereby covenanting
to pay all such taxes when they become due. In the event any alterations,
additions, improvements or repairs are to be performed by contractors or
workmen other than Landlord’s contractors or workmen, any such contractors or
workmen must first be approved, in writing, by Landlord (which approval will
not be unreasonably withheld). Landlord agrees to assign to Tenant any rights
Landlord may have against the contractor of the Premises with respect to any
work performed by such contractor in connection with improvements made by
Landlord at the request of Tenant.


 


(b)           Nothing contained in this Lease shall
authorize or empower Tenant to do any act which shall in any way encumber
Landlord’s title to the Building, Property, or Premises, nor in any way subject
Landlord’s title to any claims by way of lien or encumbrance whether claimed by
operation of law or by virtue of any expressed or implied contract of Tenant,
and any claim to a lien upon the Building or Premises arising from any act or
omission of Tenant shall attach only against Tenant’s interest and shall in all
respects be subordinate to Landlord’s title to the Building, Property, and
Premises. If Tenant has not removed any such lien or encumbrance or (provided
that Tenant in contesting such lien or encumbrance) delivered to Landlord a
title indemnity, bond or other security reasonably satisfactory to Landlord,
within fifteen (15) days after written notice to Tenant by Landlord, Landlord
may pay the amount necessary to remove such lien or encumbrance, without being
responsible for making any investigation as to the


 


13





















 


validity
thereof, and the amount so paid shall be deemed additional rent reserved under
this Lease due and payable forthwith.


 


25.           Destruction or Damage.


 


(a)           If the Building or the Premises are
totally destroyed by storm, fire, earthquake, or other casualty, or damaged to
the extent that, in Landlord’s reasonable opinion, the damage cannot be
restored within one hundred eighty (180) days of the date Landlord provides
Tenant written notice of Landlord’s reasonable estimate of the time necessary
to restore the damage, or if the damage is not covered by standard “all risks”
property insurance, or if the Landlord’s lender requires that the insurance
proceeds be applied to its loan, Landlord shall have the right to terminate
this Lease effective as of the date of such destruction or damage by written
notice delivered to Tenant on or before thirty (30) days following Landlord’s
notice described in the next sentence and Rent shall be accounted for as
between Landlord and Tenant as of that date. Landlord shall provide Tenant with
written notice no later than sixty (60) days following the date of such damage
of the estimated time needed to restore, whether the loss is covered by
Landlord’s insurance coverage and whether or not Landlord’s lender requires the
insurance proceeds be applied to its loan.


 


(b)           If the Premises are damaged by any
such casualty or casualties but Landlord is not entitled to or does not
terminate this Lease as provided in subparagraph (a) above, this Lease
shall remain in full force and effect, Landlord shall notify Tenant in writing
no later than sixty (60) days after the date of such damage that such damage
will be restored (and will include Landlord’s good faith estimate of the date
the restoration will be complete), in which case Rent shall abate as to any
portion of the Premises which is not usable for the period of such
untenantability, and Landlord shall promptly commence to diligently restore the
Premises to substantially the same condition as before such damage occurred as
soon as practicable, whereupon full Rent shall recommence.


 


(c)           If such damage occurs within the last
twelve (12) months of the Term, either party shall have the right, upon
delivery of written notice to the other party within thirty (30) days following
such damage, to cancel and terminate this Lease as of the date of such damage,
provided, however, that Tenant may not elect to terminate this Lease if such
damage was caused by the intentional act of Tenant, its agents, servants,
employees or invitees.


 


(d)           Tenant agrees that Landlord’s obligation to restore, and
the abatement of Rent provided herein, or Tenant’s right to terminate as above
set forth in this Section 24, shall be Tenant’s sole recourse in the event
of such damage, and waives any other rights Tenant may have under any
applicable Law to terminate the Lease by reason of damage to the Premises or
Property. If prior to any such election to terminate Tenant has elected to
extend the Term pursuant to the provisions of this Lease and such election may
not then according to its terms be rescinded or terminated, then for purposes
of this Section 25 the Term shall be deemed to expire on such extended
date.


 


26.           Eminent Domain. If the whole of the Building or
Premises, or such portion thereof as will make the Building or Premises
unusable in the reasonable judgment of Landlord


 


14





















 


for their intended purposes, is
condemned or taken by any legally constituted authority for any public use or
purpose, then in either of such events, this Lease shall terminate and the Term
hereby granted shall cease from that time when possession thereof is taken by
the condemning authorities, and Rent shall be accounted for as between Landlord
and Tenant as of such date. If a portion of the Building or Premises is so
taken, but not such amount as will make the Premises unusable in the reasonable
judgment of Landlord for the purposes herein leased, or if this Lease has not
terminated, this Lease shall continue in full force and effect and the Rent
shall be reduced prorata in proportion to the amount of the Premises so taken.
Tenant shall have no right or claim to any part of any award made to or
received by Landlord for such condemnation or taking, and all awards for such
condemnation or taking shall be made solely to Landlord, provided however that
Tenant shall have the right to pursue any separate award for loss of its
equipment and trade fixtures and for moving expenses so long as such action
does not reduce the award to which Landlord is entitled.


 


27.           Damage or Theft of Personal Property. All personal property brought into the
Premises shall be at the risk of the Tenant only and Landlord shall not be
liable for theft thereof or any damage thereto occasioned by any acts of
cotenants, or other occupants of the Building, or any other person, except,
with respect to damage to the Premises, as may be occasioned by the negligent
or willful act of the Landlord, its employees and agents (but subject to the
insurance and waiver of subrogation provisions set forth in Section 28
below).


 


F.             Insurance/Indemnities/Waiver/Estoppel.


 


28.           Insurance; Waivers.


 


(a)           Tenant covenants and agrees that from
and after the date of delivery of the Premises from Landlord to Tenant, Tenant
will carry and maintain, at its sole cost and expense, the following types of
insurance, in the amounts specified and in the form hereinafter provided for:


 


(i)            Commercial General Liability (“CGL”)
Insurance written on an occurrence basis, covering the Premises and all
operations of the Tenant in or about the Premises against claims for bodily
injury, property damage and product liability and to include contractual
liability coverage insuring Tenant’s indemnification obligations under this
Lease, to be in combined single limits of not less than $1,000,000 each
occurrence for bodily injury and property damage, $1,000,000 for
products/completed operations aggregate, $1,000,000 for personal injury, and to
have general aggregate limits of not less than $2,000,000 (per location) and
Umbrella Liability Insurance in an amount not less than $5,000,000 for each
policy year. The general aggregate limits under the Commercial General
Liability insurance policy or policies shall apply separately to the Premises
and to Tenant’s use thereof (and not to any other location or use of Tenant)
and such policy shall contain an endorsement to that effect. The certificate of
insurance evidencing the CGL form of policy shall specify all endorsements
required herein and shall specify on the face thereof that the limits of such
policy apply separately to the Premises.


 


(ii)           Insurance covering all of the items
included in Tenant’s leasehold improvements, heating, ventilating and air
conditioning equipment maintained by Tenant, trade


 


15





















 


fixtures, merchandise and
personal property from time to time in, on or upon the Premises, and
alterations, additions or changes made by Tenant pursuant to Section 24,
in an amount not less than one hundred percent (100%) of their full replacement
value from time to time during the Term, providing protection against perils
included within the standard form of “all-risks” fire and casualty insurance
policy. Any policy proceeds from such insurance shall be held in trust by
Tenant’s insurance company for the repair, construction and restoration or
replacement of the property damaged or destroyed unless this Lease shall cease
and terminate under the provisions of Section 25 of this Lease.


 


(iii)          Workers’ Compensation and Employer’s
Liability insurance affording statutory coverage and containing statutory
limits with the Employer’s Liability portion thereof to have minimum limits of
$500,000.00.


 


(iv)          Business Interruption Insurance equal
to not less than fifty percent (50%) of the estimated gross earnings (as
defined in the standard form of business interruption insurance policy) of
Tenant at the Premises which insurance shall be issued on an “all risks” basis
(or its equivalent).


 


(b)           All policies of the insurance provided for in Section 28(a) above
shall be issued in form acceptable to Landlord by insurance companies with a
rating and financial size of not less than A-VIII in the most current available
“Best’s Insurance Reports”, and licensed to do business in the state in which
the Building is located. Each and every such policy:


 


(i)            shall name
Landlord as an additional insured (as well as any mortgagee of Landlord and any
other party reasonably designated by Landlord), except with respect to the
insurance described in Section 28(a)(iii) above;


 


(ii)           shall (and a certificate thereof shall
be delivered to Landlord at or prior to the execution of the Lease) be
delivered to each of Landlord and any such other parties in interest within
thirty (30) days after delivery of possession of the Premises to Tenant and
thereafter within five (5) days after the inception (or renewal) of each
new policy, and as often as any such policy shall expire or terminate. Renewal
or additional policies shall be procured and maintained by Tenant in like
manner and to like extent;


 


(iii)          shall contain a provision that the
insurer will give to Landlord and such other parties in interest at least
thirty (30) days notice in writing (and ten days in the case of nonpayment) in
advance of any material change, cancellation, termination or lapse, or the
effective date of any reduction in the amounts of insurance; and


 


(iv)          shall be
written as a primary policy which does not contribute to and is not in excess
of coverage which Landlord may carry.


 


(c)           Any insurance provided for in Section 28(a) may
be maintained by means of a policy or policies of blanket insurance, covering
additional items or locations or insureds, provided, however, that:


 


16





















 


(i)                                     Landlord and any other parties in interest
from time to time designated by Landlord to Tenant shall be named as an
additional insured thereunder as its interest may appear;


 


(ii)                                  the coverage afforded Landlord and any such
other parties in interest will not be reduced or diminished by reason of the
use of such blanket policy of insurance; and


 


(iii)                               the requirements set forth in this Section 28
are otherwise satisfied.


 


(d)                                 During the Term hereof, Landlord shall in a
manner comparable to other comparable office buildings in the commercial market
where the Building is located keep in effect (i) commercial property
insurance on the Building, its fixtures and equipment, and rent loss insurance
for a period and amount of not less than one (1) year of rent (such
commercial property insurance policy shall, at a minimum, cover the perils insured
under the ISO special causes of loss form which provides “all risk” coverage,
and include replacement cost coverage), and (ii) a policy or policies of
commercial general liability insurance insuring against liability arising out
of the risks of death, bodily injury, property damage and personal injury
liability with respect to the Building and Property.


 


(e)                                  Notwithstanding anything to the contrary set
forth hereinabove, Landlord and Tenant do hereby waive any and all claims
against one another for damage to or destruction of real or personal property
to the extent such damage or destruction can be covered by “all risks” property
insurance of the type described in Section 28(a)(ii) and
Section 28(d)(i) above. The risk to be borne by each party shall also
include the satisfaction of any deductible amounts required to be paid under
the applicable “all risks” fire and casualty insurance carried by the party
whose property is damaged, and each party agrees that the other party shall not
be responsible for satisfaction of such deductible. These waivers shall apply
if the damage would have been covered by a customary “all risks” insurance
policy, even if the party fails to obtain such coverage. The intent of this
provision is that each party shall look solely to its insurance with respect to
property damage or destruction which can be covered by “all risks” insurance of
the type described in Section 28(a)(ii) and Section 28(d)(i).
Each such policy shall include a waiver of all rights of subrogation by the insurance
carrier against the other party, its agents and employees with respect to
property damage covered by the applicable “all risks” fire and casualty
insurance policy.


 


29.                                 Indemnities. Tenant does hereby indemnify and save
harmless Landlord against all claims for damages to persons or property which
are caused anywhere in the Building or on the Property by the negligence or
willful misconduct of Tenant, its agents or employees or which occur in the
Premises (or arise out of actions taking place in the Premises) unless such
damage is caused by the negligence or willful misconduct of Landlord, its
agents, or employees. Landlord does hereby indemnify and hold Tenant harmless
against all claims for damage to persons or property caused by the negligence
or willful misconduct of Landlord, its agents or employees which occur on the
Property or common areas of the Building unless such damage is caused by the
negligence or willful misconduct of Tenant, its agents or employees. The
indemnities set forth hereinabove shall include the application to pay
reasonable expenses incurred by the


 


17





















 


indemnified
party, including, without limitation, reasonable, actually incurred attorney’s
fees. The indemnities contained herein do not override the waivers contained in
Section 28(e) above.


 


30.                                 Acceptance
and Waiver.  Except to the extent caused by the negligence
or willful misconduct of Landlord, its agents and employees (but subject to the
insurance provisions in Section 28 above), Landlord shall not be liable to
Tenant, its agents, employees, guests or invitees (and, if Tenant is a
corporation, its officers, agents, employees, guests or invitees) for any
damage caused to any of them due to the Building or any part or appurtenances
thereof being improperly constructed or being or becoming out of repair, or
arising from the leaking of gas, water, sewer or steam pipes, or from
electricity, but Tenant, by moving into the Premises and taking possession
thereof, shall accept, and shall be held to have accepted the Premises as
suitable for the purposes for which the same are leased, and shall accept and
shall be held to have accepted the Building and every appurtenances thereof,
and Tenant by said act waives any and all defects therein; provided, however,
that this Section shall not preclude Tenant from seeking recovery from any
third party responsible for such damage or injury.


 


31.                                 Estoppel. 
Tenant shall, from time to time, upon not less than ten (10) days
prior written request by Landlord, execute, acknowledge and deliver to Landlord
a written statement certifying that this Lease is unmodified and in full force
and effect (or, if there have been modifications, that the same is in full
force and effect as modified and stating the modifications), the dates to which
the Rent has been paid, that Tenant is not in default hereunder and whether
Tenant has any offsets or defenses against Landlord under this Lease, and
whether or not to the best of Tenant’s knowledge Landlord is in default hereunder
(and if so, specifying the nature of the default), it being intended that any
such statement delivered pursuant to this paragraph may be relied upon by a
prospective purchaser of Landlord’s interest or by a mortgagee of Landlord’s
interest or assignee of any security deed upon Landlord’s interest in the
Premises.


 


G.                                    Default/Remedies/Surrender/Holding
Over.


 


32.                                 Notices.  Any
notice which is required or permitted to be given by either party under this
Lease shall be in writing and must be given only by certified mail, return
receipt requested, by hand delivery or by nationally recognized overnight
courier service at the addresses set forth in Paragraph 13 of the Basic Lease
Provisions. Each party shall further use reasonable efforts to provide the other
party with a courtesy copy of any notice by fax and by electronic mail. Any
such notice shall be deemed given on the earlier of two business days after the
date sent in accordance with one of the permitted methods described above or
the date of actual receipt thereof, provided that receipt of notice solely by
fax or electronic mail shall not be deemed to be delivery of notice hereunder.
The time period for responding to any such notice shall begin on the date the
notice is actually received, but refusal to accept delivery or inability to
accomplish delivery because the party can no longer be found at the then
current notice address, shall be deemed receipt. Either party may change its
notice address by notice to the other party in accordance with the terms of
this Section 32. The initial notice addresses for each party are set forth
in the Basic Lease Provisions.


 


33.                                 Abandonment
of Premises.  Tenant agrees not to abandon or vacate the
Premises during the Term of this Lease. If Tenant does abandon or vacate the
Premises for more


 


18





















 


than ninety (90) days, Landlord may terminate
this Lease, by written notice to Tenant at any time prior to Tenant reoccupying
the Premises, but such termination shall not entitle Landlord to pursue any
other remedies unless an uncured Default then exists, in which case Landlord
may pursue any and all remedies provided by this Lease, at law or in equity.


 


34.                                 Default.  If
Tenant shall default in the payment of Rent herein reserved when due and fails
to cure such default within ten (10) days after written notice of such
default is given to Tenant by Landlord; or if Tenant shall be in default in
performing any of the terms or provisions of this Lease other than the
provisions requiring the payment of Rent, and fails to cure such nonmonetary
default within thirty (30) days after written notice of such default is given
to Tenant by Landlord, provided  however that if such nonmonetary
default is of such a nature that it cannot through the exercise of diligent and
reasonable efforts be cured within thirty (30) days, then Tenant shall not be
in default in such instance if Tenant promptly commences and diligently pursues
the cure of such nonmonetary default to completion as soon as possible and in
all events within ninety (90) days after such initial notice; or if Tenant is
adjudicated a bankrupt; or if a permanent receiver is appointed for Tenant’s
property and such receiver is not removed within sixty (60) days after
appointment thereof; or if, whether voluntarily or involuntarily, Tenant takes
advantage of any debtor relief proceedings under any present or future laws,
whereby the Rent or any part thereof, is, or is proposed to be, reduced or
payment thereof deferred; or if Tenant’s effects should be levied upon or
attached and such levy or attachment is not satisfied or dissolved within
thirty (30) days after such levy or attachment; or, if Tenant is an individual,
in the event of the death of the individual and the failure of the executor,
administrator or personal representative of the estate of the deceased
individual to have assigned the Lease within three (3) months after such
death to an assignee approved by Landlord; then, and in any of such events,
Landlord, at its option, may exercise any or all of the remedies set forth in Section 35
below.


 


35.                                 Landlord’s
Remedies.  Upon
the occurrence of any default set forth in Section 34 above which is not
cured by Tenant within the applicable cure period provided therein, if any,
Landlord may exercise all or any of the following remedies:


 


(a)                                  terminate this Lease by giving Tenant written
notice of termination, in which event this Lease shall terminate on the date
specified in such notice and all rights of Tenant under this Lease shall expire
and terminate as of such date, Tenant shall remain liable for all obligations
under this Lease up to the date of such termination and Tenant shall surrender
the Premises to Landlord on the date specified in such notice; and if Tenant
fails to so surrender, Landlord shall have the right, without notice, to enter
upon and take possession of the Premises and to expel and remove Tenant and its
effects without being liable for prosecution or any claim of damages therefor;


 


(b)                                 terminate this Lease as provided in the
immediately preceding subsection and recover from Tenant all damages
Landlord may incur by reason of Tenant’s default, including without limitation,
the then present value (discounted at a rate equal to the then issued treasury
bill having a maturity approximately equal to the remaining Term of this Lease
had such default not occurred) of (i) the total Rent which would have been
payable hereunder by Tenant for the period beginning with the day following the
date of such termination and ending with the Expiration Date of the Term as
originally scheduled hereunder, minus (ii) the aggregate


 


19





















 


reasonable rental value of
the Premises for the same period (as determined by a real estate broker
selected by Landlord who is licensed in the state where the Building is
located, who has at least ten (10) years experience immediately prior to
the date in question in evaluating commercial office space, taking into account
all relevant factors including, without limitation, the length of the remaining
Term, the then current market conditions in the general area, the likelihood of
reletting for a period equal to the remainder of the Term, net effective rates
then being obtained by landlords for similar type space in similar buildings in
the general area, vacancy levels in the general area, current levels of new
construction in the general area and how that would affect vacancy and rental
rates during the period equal to the remainder of the Term and inflation), plus
(iii) the costs of recovering the Premises, and all other expenses
incurred by Landlord due to Tenant’s default, including, without limitation,
reasonable attorneys’ fees, plus (iv) the unpaid Rent earned as of the
date of termination, plus interest, all of which sum shall be immediately due
and payable by Tenant to Landlord;


 


(c)                                  without terminating this Lease, and without
notice to Tenant, Landlord may in its own name, but as agent for Tenant enter
into and take possession of the Premises and re-let the Premises, or any
portion thereof, as agent of Tenant, upon any terms and conditions as Landlord
may deem necessary or desirable (Landlord shall have no obligation to attempt
to re-let the Premises or any part thereof except to the extent required by
applicable law). Upon any such re-letting, all rentals received by Landlord
from such re-letting shall be applied first to the costs incurred by Landlord
in accomplishing any such re-letting, and thereafter shall be applied to the
Rent owed by Tenant to Landlord during the remainder of the Term of this Lease
and Tenant shall pay any deficiency between the remaining Rent due hereunder
and the amount received by such re-letting as and when due hereunder;


 


(d)                                 allow the Premises to remain unoccupied (so
long as Landlord satisfies any duty established by applicable law to mitigate
its damages) and collect Rent from Tenant as it becomes due; or


 


(e)                                  pursue such other remedies as are available at law
or in equity.


 


36.                                 Service
of Notice  Except as otherwise provided by law, Tenant hereby
appoints as its agent to receive the service of all dispossessory or distraint
proceedings and notices thereunder, the person in charge of or occupying the
Premises at the time of such proceeding or notice; and if no person be in
charge or occupying the Premises, then such service may be made by attaching
the same to the front entrance of the Premises.


 


37.                                 Advertising.  Landlord may advertise the
Premises as being “For Rent” at any time following a default by Tenant which
remains uncured and at any time within one hundred eighty (180) days prior to
the expiration, cancellation or termination of this Lease for any reason and
during any such periods Landlord may exhibit the Premises to prospective
tenants upon prior reasonable notice to Tenant.


 


38.                                 Surrender
of Premises.  Whenever under the terms hereof Landlord is
entitled to possession of the Premises, Tenant at once shall surrender the
Premises and the keys thereto to Landlord in the same condition as on the
Commencement Date hereof, natural wear and tear only


 


20





















 


excepted, and Tenant shall
remove all of its personal property therefrom and shall, if directed to do so
by Landlord, remove all improvements and restore the Premises to its original
condition prior to the construction of any improvements which have been made
therein by or on behalf of Tenant, including any improvements made prior to the
Commencement Date. Landlord may forthwith re-enter the Premises and repossess
itself thereof and remove all persons and effects therefrom, using such force
as may be reasonably necessary without being guilty of forcible entry,
detainer, trespass or other tort. Tenant’s obligation to observe or perform
these covenants shall survive the expiration or other termination of the Term
of this Lease. If the last day of the Term of this Lease or any renewal falls
on a Saturday, Sunday or a legal holiday, this Lease shall expire on the
business day immediately preceding.


 


39.                                 Cleaning
Premises.  Upon
vacating the Premises, Tenant agrees to return the Premises to Landlord broom
clean and in the same condition when Tenant’s possession commenced, natural
wear and tear excepted, regardless of whether any Security Deposit (as defined
in Section 10 above) has been forfeited.


 


40.                                 Removal
of Fixtures.  If
Tenant is not in default hereunder, Tenant may, prior to the expiration of the
Term of this Lease, or any extension thereof, remove
any fixtures and equipment which Tenant has placed in the Premises which can be
removed without significant damage to the Premises, provided Tenant promptly
repairs all damages to the Premises caused by such removal.


 


41.                                 Holding
Over.  In the
event Tenant remains in possession of the Premises after the expiration of the
Term hereof, or of any renewal term, with Landlord’s written consent, Tenant
shall be a tenant at will and such tenancy shall be subject to all the
provisions hereof, except that the monthly rental shall be at the higher of
150% of the monthly Base Rent payable hereunder upon such expiration of the
Term hereof, or of any renewal term, or 150% of the then current fair market
rental value of the Premises as the same would be adjusted pursuant to the
provisions of Section 7 hereof, which monthly rental shall increase from
150% to 200% of such monthly Base Rent (or current fair market rental value, as
the case may be) if such holding over continues more than thirty (30) days. In
the event Tenant remains in possession of the Premises after the expiration of
the Term hereof, or any renewal term, without Landlord’s written consent,
Tenant shall be a tenant at sufferance and may be evicted by Landlord without
any notice, but Tenant shall be obligated to pay rent for such period that
Tenant holds over without written consent at the same rate provided in the
previous sentence and shall also be liable for any and all other damages
Landlord suffers as a result of such holdover including, without limitation,
the loss of a prospective tenant for such space. There shall be no renewal of
this Lease by operation of law or otherwise. Nothing in this Section shall
be construed as a consent by Landlord for any holding over by Tenant after the
expiration of the Term hereof, or any renewal term.


 


42.                                 Attorney’s
Fees.  In case
Landlord shall, without fault on its part, be made a party to any litigation
commenced by or against Tenant, then Tenant shall pay all costs, expenses and
reasonable attorneys’ fees incurred or paid by Landlord in connection with such
litigation. In the event of any action, suit or proceeding brought by Landlord
or Tenant to enforce any of the other’s covenants and agreements in this Lease,
the prevailing party shall be entitled to recover from the


 


21





















 


non-prevailing
party any costs, expenses and reasonable attorneys’ fees incurred in connection
with such action, suit or proceeding.


 


43.                                 Mortgagee’s
Rights. 


 


(a)                                  Tenant agrees that this Lease shall be
subject and subordinate (i) to any mortgage, deed of trust or other
security interest now encumbering the Property and to all advances which may be
hereafter made, to the full extent of all debts and charges secured thereby and
to all renewals or extensions of any part thereof, and to any mortgage, deed of
trust or other security interest which any owner of the Property may hereafter,
at any time, elect to place on the Property; (ii) to any assignment of
Landlord’s interest in the leases and rents from the Building or Property which
includes the Lease which now exists or which any owner of the Property may
hereafter, at any time, elect to place on the Property; and (iii) to any
Uniform Commercial Code Financing Statement covering the personal property
rights of Landlord or any owner of the Property which now exists or any owner
of the Property may hereafter, at any time, elect to place on the foregoing
personal property (all of the foregoing instruments set forth in (i), (ii) and
(iii) above being hereafter collectively referred to as “Security
Documents”). Tenant agrees upon request of the holder of any Security Documents
(“Holder”) to hereafter execute any documents which the counsel for Landlord or
Holder may reasonably deem necessary to evidence the subordination of the Lease
to the Security Documents. Within ten (10) days after request therefor, if
Tenant fails to execute any such requested documents, Landlord or Holder is
hereby empowered to execute such documents in the name of Tenant evidencing
such subordination, as the act and deed of Tenant, and this authority is hereby
declared to be coupled with an interest and not revocable.


 


(b)                                 In the event of a foreclosure pursuant to any
Security Documents, Tenant shall at the election of the Landlord, thereafter
remain bound pursuant to the terms of this Lease as if a new and identical
Lease between the purchaser at such foreclosure (“Purchaser”), as landlord, and
Tenant, as tenant, had been entered into for the remainder of the Term hereof
and Tenant shall attorn to the Purchaser upon such foreclosure sale and shall
recognize such Purchaser as the Landlord under the Lease. Such attornment shall
be effective and self-operative without the execution of any further instrument
on the part of any of the parties hereto. Tenant agrees, however, to execute
and deliver at any time and from time to time, upon the request of Landlord or
of Holder, any instrument or certificate that may be necessary or appropriate
in any such foreclosure proceeding or otherwise to evidence such attornment.


 


(c)                                  If the Holder of any Security Document or the
Purchaser upon the foreclosure of any of the Security Documents shall succeed
to the interest of Landlord under the Lease, such Holder or Purchaser shall
have the same remedies, by entry, action or otherwise for the non-performance
of any agreement contained in the Lease, for the recovery of Rent or for any
other default or event of default hereunder that Landlord had or would have had
if any such Holder or Purchaser had not succeeded to the interest of Landlord.
Any such Holder or Purchaser which succeeds to the interest of Landlord
hereunder, shall not be (a) liable for any act or omission of any prior
Landlord (including Landlord) unless such act or omission is of a continuing
nature; or (b) subject to any offsets or defenses which Tenant might have
against any prior Landlord (including Landlord); or (c) bound by any Rent
which Tenant might have paid for


 


22





















 


more than the
current month to any prior Landlord (including Landlord); or (d) bound by
any amendment or modification of the Lease made without its consent.


 


(d)                                 Notwithstanding anything to the contrary set
forth in this Section 43, the Holder of any Security Documents shall have
the right, at any time, to elect to make this Lease superior and prior to its
Security Document. No documentation, other than written notice to Tenant, shall
be required to evidence that the Lease has been made superior and prior to such
Security Documents, but Tenant hereby agrees to execute any documents
reasonably requested by Landlord or Holder to acknowledge that the Lease has
been made superior and prior to the Security Documents.


 


H.            Landlord Entry/Relocation/Assignment
and Subletting.


 


44.                                 Entering
Premises.  Landlord
may enter the Premises at reasonable hours provided that Landlord’s entry shall
not unreasonably interrupt Tenant’s business operations and that prior notice
is given when reasonably possible (and, if in the opinion of Landlord any
emergency exists, at any time and without notice): (a) to make repairs,
perform maintenance and provide other services described in Section 22
above (no prior notice is required to provide routine services) which Landlord
is obligated to make to the Premises or the Building pursuant to the terms of
this Lease or to the other premises within the Building pursuant to the leases
of other tenants; (b) to inspect the Premises in order to confirm that
Tenant is complying with all of the terms and conditions of this Lease and with
the rules and regulations hereof, (c) to remove from the Premises any
articles or signs kept or exhibited therein in violation of the terms hereof; (d) to
run pipes, conduits, ducts, wiring, cabling or any other mechanical,
electrical, plumbing or HVAC equipment through the areas behind the walls,
below the floors or above the drop ceilings in the Premises and elsewhere in
the Building; and (e) to exercise any other right or perform any other
obligation that Landlord has under this Lease. Landlord shall be allowed to
take all material into and upon the Premises that may be required to make any
repairs, improvements and additions, or any alterations, without in any way
being deemed or held guilty of trespass and without constituting a constructive
eviction of Tenant. The Rent reserved herein shall not abate while such
repairs, alterations or additions are being made and Tenant shall not be
entitled to maintain a set-off or counterclaim for damages against Landlord by
reason of loss from interruption to the business of Tenant because of the
prosecution of any such work. Unless any work would unreasonably interfere with
Tenant’s use of the Premises if performed during business hours, all such
repairs, decorations, additions and improvements shall be done during ordinary
business hours, or, if any such work is at the request of Tenant to be done during
any other hours, the Tenant shall pay all overtime and other extra costs.


 


45.                                 Relocation.  At any time or from time to time
during the Term or any renewal thereof, Landlord shall have the unrestricted
right to relocate Tenant from the Premises to any other reasonably comparable
office space in the Building. Landlord shall provide Tenant at least sixty (60)
days’ prior written notice of any such relocation and Landlord shall reimburse
Tenant for all reasonable expenses incurred by Tenant in connection with such
relocation including moving expenses, telecommunications and data cabling and
hookup and the cost of a reasonable supply of replacement stationery. Landlord
shall, at its sole expense, renovate or construct improvements in the
relocation space that are substantially similar to those in the Premises.


 


23





















 


Following any such relocation, Landlord and Tenant shall enter into an
amendment to this Lease to reflect that the Premises consists
of such relocation space. All other terms and conditions of the Lease shall
remain unchanged following such relocation.


 


46.                                 Assignment
and Subletting  Tenant
may not, without the prior written consent of Landlord, which consent may be
withheld by Landlord in its sole discretion (except to the extent expressly
required otherwise by applicable law), assign this Lease or any interest
hereunder, or sublet the Premises or any part thereof, or permit the use of the
Premises by any party other than Tenant. In the event that Tenant is a
corporation or entity other than an individual, any transfer of a majority or
controlling interest in Tenant (whether by stock transfer, merger, operation of
law or otherwise) shall be considered an assignment for purposes of this
paragraph and shall require Landlord’s prior written consent. Consent to one
assignment or sublease shall not destroy or waive this provision, and all later
assignments and subleases shall likewise be made only upon the prior written
consent of Landlord. Subtenants or assignees shall become liable to Landlord
for all obligations of Tenant hereunder, without relieving Tenant’s liability
hereunder and, in the event of any default by Tenant under this Lease, Landlord
may, at its option, but without any obligation to do so, elect to treat such
sublease or assignment as a direct Lease with Landlord and collect rent
directly from the subtenant. In addition, upon any request by Tenant for
Landlord’s consent to an assignment or sublease, Landlord may elect to
terminate this Lease and recapture all of the Premises (in the event of an
assignment request) or the applicable portion of the Premises (in the event of
a subleasing request); provided, however, if Landlord notifies Tenant that
Landlord elects to exercise this recapture right, Tenant may, within five (5) business
days of its receipt of Landlord’s recapture notice, notify Landlord that Tenant
withdraws its request to sublease or assign, in which case Tenant shall
continue to lease all of the Premises, subject to the terms of this Lease and
Landlord’s recapture notice shall be null and void. If Tenant desires to assign
or sublease, Tenant shall provide written notice to Landlord describing the
proposed transaction in detail and providing all documentation (including
detailed financial information for the proposed assignee or subtenant)
reasonably necessary to permit Landlord to evaluate the proposed transaction.
Landlord shall notify Tenant within twenty (20) days after Landlord’s receipt
of such notice whether Landlord elects to exercise Landlord’s recapture right
and, if not, whether Landlord consents to the requested assignment or sublease.
If Landlord fails to respond within such twenty (20) day period, Landlord will
be deemed not to have elected to recapture and to have consented to the
assignment or sublease. If Landlord does consent or is deemed to have consented
to any assignment or sublease request and the assignee or subtenant pays to
Tenant an amount in excess of the Rent due under this Lease (after deducting
Tenant’s reasonable, actual expenses in obtaining such assignment or sublease,
amortized in equal monthly installments over the then remainder of the Term),
Tenant shall pay 70% of such excess to Landlord as and when the monthly
payments are received by Tenant. Any subletting or assignment hereunder shall
not release or discharge Tenant of or from any liability, whether past, present
or future, under this Lease, and Tenant shall continue fully liable thereunder.
Any subtenant or subtenants or assignee shall agree in a form reasonably
satisfactory to Landlord to comply with and be bound by all of the terms,
covenants, conditions, provisions and agreements of this Lease to the extent of
the space sublet or assigned, and Tenant shall deliver to Landlord promptly
after execution, an executed copy of each such sublease or assignment and an
agreement of compliance by each such subtenant or assignee. Tenant agrees to
pay to Landlord all reasonable out-of-pocket costs incurred by Landlord
(including fees paid to consultants (as may be required)


 


24





















 


and attorneys) in
connection with any request by Tenant for Landlord to consent to any assignment
or subletting by Tenant.


 


I.                                         Sale of Building; Limitation of
Liability.


 


47.                                 Sale.  In the event the original Landlord
hereunder, or any successor owner of the Building, shall sell or convey the
Building, all liabilities and obligations on the part of the original Landlord,
or such successor owner, under this Lease accruing thereafter shall terminate,
and thereupon all such liabilities and obligations shall be binding upon the
new owner. Tenant agrees to attorn to such new owner.


 


48.                                 Limitation
of Liability.
 Landlord’s obligations and liability with respect to this Lease shall be
limited solely to Landlord’s interest in the Building, as such interest is
constituted from time to time, and neither Landlord nor any partner of
Landlord, or any officer, director, shareholder, or partner or member of any
partner or member of Landlord, shall have any individual or personal liability
whatsoever with respect to this Lease.


 


J.                                      Brokers/Construction/Authority.


 


49.                                 Broker
Disclosure.  The Landlord’s Broker identified in
the Basic Lease Provisions, who is a real estate broker licensed in the State
where the Building is located, has acted as agent for Landlord in this
transaction and is to be paid a commission by Landlord pursuant to a separate
agreement. The Tenant’s Broker identified in the Basic Lease Provisions, who is
a real estate broker licensed in the State where the Building is located, has
acted as agent for Tenant in this transaction and is to be paid a commission by
Landlord pursuant to a separate agreement. Landlord represents that Landlord
has dealt with no other broker other than the broker(s) identified herein.
Landlord agrees that, if any other broker makes a claim for a commission based
upon the actions of Landlord, Landlord shall indemnify, defend and hold Tenant
harmless from any such claim. Tenant represents that Tenant has dealt with no broker
other than the broker(s) identified herein. Tenant agrees that, if any other
broker makes a claim for a commission based upon the actions of Tenant, Tenant
shall indemnify, defend and hold Landlord harmless from any such claim. Tenant
will cause Tenant’s broker to execute a customary lien waiver, adequate under
applicable law, to extinguish any lien claims such broker may have in
connection with this Lease.


 


50.                                 Definitions.  ”Landlord,” as used in this Lease,
shall include the party named in the first paragraph hereof, its
representatives, assigns and successors in title to the Premises. “Tenant”
shall include the party named in the first paragraph hereof, its heirs and
representatives, and, if this Lease shall be validly assigned or sublet, shall
also include Tenant’s assignees or subtenants, as to the Premises, or portion
thereof, covered by such assignment or sublease. “Landlord” and “Tenant”
include male and female, singular and plural, corporation, partnership, limited
liability company (and the officers, members, partners, employees or agents of
any such entities) or individual, as may fit the particular parties.


 


51.                                 Construction of this Agreement.  No failure of Landlord to exercise any power given Landlord
hereunder, or to insist upon strict compliance by Tenant of its obligations


 


25





















 


hereunder, and no
custom or practice of the parties at variance with the terms hereof shall
constitute a waiver of Landlord’s right to demand exact compliance with the
terms hereof.  Time is of the essence of
this Lease.


 


52.                                 No
Estate In Land.  This
contract shall create the relationship of landlord and tenant between Landlord
and Tenant; no estate shall pass out of Landlord; Tenant has only a right of
use, not subject to levy or sale, and not assignable by Tenant except with
Landlord’s consent.


 


53.                                 Paragraph Titles; Severability.  The paragraph titles used herein are not to be considered a
substantive part of this Lease, but merely descriptive aids to identify the paragraph
to which they refer. Use of the masculine gender includes the feminine and
neuter, and vice versa, where necessary to impart contextual continuity. If any
paragraph or provision herein is held invalid by a court of competent
jurisdiction, all other paragraphs or severable provisions of this Lease shall
not be affected thereby, but shall remain in full force and effect.


 


54.                                 Cumulative
Rights.  All
rights, powers and privileges conferred hereunder upon the parties hereto shall
be cumulative but not restrictive to those given by law.


 


55.                                 Waiver
of Jury Trial.  Landlord
and Tenant shall and do hereby waive trial by jury in any action, proceeding or
counterclaim brought by either of the parties hereto against the other on any
matters whatsoever arising out of or in any way connected with this Lease, the
relationship of Landlord and Tenant, Tenant’s use or occupancy of the Premises,
or any statutory remedy.


 


56.                                 Entire
Agreement.  This
Lease contains the entire agreement of the parties and no representations,
inducements, promises or agreements, oral or otherwise, between the parties not
embodied herein shall be of any force or effect.


 


57.                                 Submission
of Agreement.  Submission
of this Lease to Tenant for signature does not constitute a reservation of space
or an option to acquire a right of entry. This Lease is not binding or
effective until execution by and delivery to both Landlord and Tenant.


 


58.                                 Authority.  If Tenant or Landlord executes
this Lease as a corporation, limited partnership, limited liability company or
any other type of entity, each of the persons executing this Lease on behalf of
Tenant or Landlord, as the case may be, does hereby personally represent and
warrant that Tenant or Landlord, as the case may be, is a duly organized and
validly existing corporation, limited partnership, limited liability company or
other type of entity, that Tenant or Landlord, as the case may be, is qualified
to do business in the state where the Building is located, that Tenant or
Landlord, as the case may be, has full right, power and authority to enter into
this Lease, and that each person signing on behalf of Tenant or Landlord, as
the case may be, is authorized to do so. In the event any such representation
and warranty is false, all persons who execute this Lease shall be
individually, jointly and severally, liable as Tenant or Landlord, as the case
may be. Upon Landlord’s or Tenant’s request, as the case may be, the requested
party shall provide to the requesting party evidence reasonably satisfactory to
the requesting party confirming the foregoing representations and warranties.


 


26





















 


59.           Guaranty.


 


Tenant
shall cause the Guarantor identified in the Basic Lease Provisions to execute a
Guaranty of the obligations of Tenant under this Lease in the form of Exhibit “F”
attached hereto and made a part hereof.


 


K.            Special State/Local
Law Requirements/Special Stipulations.


 


60.           State or
Local Law Provisions.  The State/Local Law Provisions,
if any, attached hereto as Exhibit “G” are modifications to the
terms of this Lease and, if conflicting, such State/Local Law Provisions shall
control in the event of any conflict with the other provisions of this Lease or
any exhibits hereto.


 


61.           Special
Stipulations.  The Special Stipulations, if any, attached
hereto as Exhibit “H” are modifications to the terms of this Lease
and, if conflicting, such Special Stipulations shall control in the event of
any conflict with the other provisions of this Lease or any exhibits hereto.


 


62.           OFAC Certification.


 


(a)           Certification. Tenant
certifies that:


 


(i)            It is not acting,
directly or indirectly, for or on behalf of any person, group, entity, or
nation named by any Executive Order or the United States Treasury Department as
a terrorist, “Specially Designated National and Blocked Person,” or other
banned or blocked person, entity, nation, or transaction pursuant to any law,
order, rule or regulation that is enforced or administered by the Office
of Foreign Assets Control; and


 


(ii)           It is not engaged
in this transaction, directly or indirectly on behalf of, or instigating or
facilitating this transaction, directly or indirectly on behalf of, any such
person, group, entity or nation.


 


(b)           Indemnification. Tenant hereby
agrees to defend, indemnify and hold harmless Landlord from and against any and
all claims, damages, losses, risks, liabilities and expenses (including
attorney’s fees and costs) arising from or related to any breach of the
foregoing certification.


 


27





















 


EXHIBIT
“A”


 


PROPERTY


 


LEGAL DESCRIPTION


Royal Centre One


11675 Great
Oaks Way, Alpharetta, GA 30022


(Site 15, Royal
400 Business Park)


 


(As
recorded in Deed Book 21282, pages 126, 127 and 132, Fulton County, Georgia)


 


ALL THAT TRACT OR PARCEL OF LAND lying and being
in Land Lots 857, 858, and 907 of the 1st District, 2nd Section, Fulton County,
Georgia and being more particularly described as follows:


 


TO FIND THE TRUE POINT OF BEGINNING, commence at
the intersection of the easterly right-of-way line of Kimball Bridge Road
and the northerly right-of-way line of North Point Parkway and run in a
generally northeasterly direction along said northerly right-of-way line of
North Point Parkway a distance of 4,244.35 feet to a point; thence leaving the
said northerly right-of-way line of North Point Parkway run North 71 degrees 39
minutes 20 seconds West a distance of 170.16 feet to a point; thence run 206.90
feet along the arc of a curve to the left said curve having a radius of
1,435.00 feet and being subtended by a chord of North 75 degrees 47 minutes 10
seconds West a distance of 206.72 feet to the TRUE POINT OF BEGINNING; FROM
SAID TRUE POINT OF BEGINNING AS THUS ESTABLISHED, run South 00 degrees 00
minutes 00 seconds West a distance of 276.88 feet to a point; thence run South
53 degrees 47 minutes 46 seconds West a distance of 408.06 feet to a point;
thence run South 75 degrees 05 minutes 22 seconds West a distance of 173.66
feet to a point; thence urn South 46 degrees 50 minutes 30 seconds West a
distance of 89.39 feet to a point; thence run South 73 degrees 48 minutes 57
seconds West a distance of 97.58 feet to a point; thence run South 64 degrees
23 minutes 04 seconds Wet a distance of 61.26 feet to a point; thence run North
66 degrees 51 minutes 29 seconds West a distance of 69.50 feet to a point;
thence run North 45 degrees 03 minutes 22 seconds West a distance of 56.00 feet
to a point; thence run North 66 degrees 40 minutes 58 seconds West a distance
of 110.30 feet to a point; thence run North 86 degrees 53 minutes 02 seconds
Wets a distance of 60.16 feet to a point; thence run North 32 degrees 45
minutes 29 seconds West a distance of 55.29 feet to a point; thence run North
64 degrees 47 minutes 27 seconds West a distance of 66.28 feet to a point;
thence run North 08 degrees 56 minutes 48 seconds West a distance of 82.08 feet
to a point; thence run North 50 degrees 51 minutes 11 seconds West a distance
of 111.84 feet to a point on the proposed northeasterly right-of-way of a “Proposed
Road (R/W varies)”; thence run in a generally northeasterly direction along the
said proposed northeasterly right-of-way of the Proposed Road the following
courses and distances: along the arc of a 1,182.92 foot radius curve to the
right an arc distance of 170.47 feet (said arc being subtended by a chord
bearing North 58 degrees 40 minutes 52 seconds East a distance of 170.32 feet)
to a point; North 54 degrees 33 minutes 09 seconds East a distance of 268.3
feet to a point; along the arc of a 1,004.74 foot radius curve to the right an
arc distance of 739.45 feet to a point (said arc being subtended by a chord
bearing


 


A-1





















 


North 75 degrees 38 minutes 11 seconds East a
chord distance of 722.88 feet) to a point; South 74 degrees 16 minutes 45
seconds East a distance o 104.91 feet to a point; thence leaving the proposed
northeasterly right-of-way of a Proposed Road, run thence South 00 degrees 00
minutes 00 seconds West a distance of 57.97 feet to a point, which point is the
TRUE POINT OF BEGINNING.


 


The above-described property contains 12.8388
acres, more or less, and is shown on and described according to that certain
ALTA/ACSM Survey for Opus South Corporation, et. Al., prepared by Travis Pruitt &
Associates, P.C., dated March 21, 1996, last revised August 6, 1996,
which survey is hereby incorporated herein by this reference.


 


TOGETHER WITH easements appurtenant to the above-described
property contained in the following-described documents:


 


1.                                       Easement
Agreement between Royal 400 Land Company I, L.L.C., a Delaware limited
liability company and Opus South Corporation, a Florida corporation, dated August 7,
1996, recorded in Deed Book 21282, page 144, Fulton County, Georgia,
Records.


 


2.                                       Soil
Fill Easement Agreement between Royal 400 Land Company I, L.L.C., a Delaware
limited liability company and Opus South Corporation, a Florida corporation,
dated August 7, 1996, recorded in Deed Book 21282, page 157, Fulton
County, Georgia, Records.


 


3.                                       Sign
Easement Agreement between Royal 400 Land Company I, L.L.C., a Delaware limited
liability company and Opus South Corporation, a Florida corporation, dated August 7,
1996, recorded in Deed Book 21282, page 166, Fulton County, Georgia,
Records.


 


A-1





















 


EXHIBIT “A-I”


 


PREMISES


 





 


A-1-1





















 


EXHIBIT “B”


 


(WORK LETTER)


 


To induce Tenant to enter into the Lease
(to which this Exhibit B is attached) and in consideration of the mutual
covenants hereinafter contained, Landlord and Tenant agree as follows:


 


1.             Landlord shall construct, or cause to be constructed,
leasehold improvements to the Premises (the “Work”) in accordance with the
Plans (hereinafter defined). Landlord shall cause a preliminary layout to be prepared
with Tenant’s cooperation and for Tenant’s approval. Tenant’s failure to
approve or disapprove the layout within five (5) days of its submission
shall be deemed an approval. Upon approval of the layout, Landlord shall
prepare, or cause to be prepared, working drawings for the construction of the
standard building items and improvements, adequate in detail to perform the
Work and shall have mechanical (sprinkler, air conditioning, heating,
electrical and plumbing) drawings prepared by Landlord’s mechanical engineer
covering mechanical elements of the Work (together with the preliminary layout,
the drawings are referred to as the “Plans”). The Plans (and any modifications
thereof) shall comply with all governmental standards, regulations and
requirements and shall be subject to Landlord’s approval (which approval shall
not be unreasonably withheld). Tenant’s failure to approve or disapprove the
Plans within five (5) days of submission shall be deemed an approval.
Tenant shall not unreasonably withhold its approval of the Plans or any part
thereof.


 


2.             Any other work desired by Tenant, and approved by
Landlord (which approval shall not be unreasonably withheld), shall be
performed by Landlord or Landlord’s contractors, unless Landlord otherwise
consents in writing. If Tenant desires any work in addition to the Work
described in Section 1 hereof (“Additional Work”), Tenant shall cause the
necessary drawings, plans and specifications for the Additional Work to be
included on the Plans, or shall submit to Landlord or Landlord’s agent (at
Tenant’s sole cost and expense) the necessary drawings, plans and
specifications for the Additional Work within five (5) days of submission
of the Plans to Tenant for approval. Prior to commencing any such Additional
Work requested by Tenant, Landlord or Landlord’s agent shall submit to Tenant a
written estimate of the cost of such Additional Work. If Tenant shall fail to
approve said estimate within seven (7) days from the receipt thereof, the
same shall be deemed disapproved in all respects by Tenant and Landlord shall
not be authorized to proceed thereon. If Tenant desires any changes in the
Additional Work after having approved the initial plans and cost estimate,
Tenant shall be required to sign such field order changes requested by Landlord
or Landlord’s contractors or agents to evidence any such change desired by
Tenant. Tenant acknowledges that no cost estimate will be given for any changes
in the Additional Work after the initial cost estimate has been approved by
Tenant, and Tenant shall be responsible for any and all costs associated with
any such change.


 


3.             (a)           The
Tenant Improvement Allowance provided in Section 20 of the Lease (which
Tenant Improvement Allowance shall be applied toward the cost of the Work and
the excess, if any, toward the Additional Work), includes funds to be applied
toward the cost of preparing the Plans, the cost of any changes to the Plans
and any costs necessary to file the Plans


 


B-1





















 


with, and obtain the necessary permits and approvals of, any
governmental authority having jurisdiction thereof.


 


(b)           Any
additional costs in excess of the funds allocated by Landlord in the Tenant
Improvement Allowance for Plan preparation shall be due and payable by Tenant
to Landlord within ten (10) days after receipt by Tenant of a statement
therefor. Any costs of the Work and Additional Work in excess of the Tenant
Improvement Allowance specified in the Lease shall be due and payable as
provided in the Lease.


 


4.             Landlord, at Landlord’s discretion, may permit Tenant
and Tenant’s agents to enter the Premises prior to the Commencement Date of the
Term of the Lease in order that Tenant may do such other work as may be
required by Tenant to make the Premises ready for Tenant’s use and occupancy.
If Landlord permits such entry prior to such Commencement Date, such permission
is conditioned upon Tenant and its agents, contractors, employees and invitees
working in harmony and not interfering with Landlord and its agents,
contractors and employees in doing the Work and the Additional Work or for
other tenants and occupants of the Building. If at any time such entry shall
cause or threaten to cause disharmony or interference, Landlord shall have the
right to withdraw such permission upon 24 hours notice to Tenant. Tenant agrees
that any such entry into and occupation of the Premises shall be deemed to be
under all of the terms, covenants, conditions and provisions of the Lease
except as to the covenant to pay the rent, and further agrees Landlord shall
not be liable in any way for any injury, loss or damage which may occur to any
of Tenant’s work and installations made in the Premises or to properties placed
therein prior to the Commencement Date of the term of the Lease, the same being
at Tenant’s sole risk.


 


5.             Substantial completion of the Work shall be deemed to
occur on the date when the Work has been completed (except for punchlist items
which do not materially, adversely affect Tenant’s use) and a Certificate of
Occupancy has been issued for the Premises. If the substantial completion of
the Premises by Landlord is delayed due to any act or omission of Tenant or
Tenant’s representatives, including any delays by Tenant in the submission of
plans, drawings, specifications or other information or in approving any
drawings or estimates or in giving any authorization or approval, the Premises
shall be deemed substantially completed on the date when the Work would have
been substantially completed but for such delay.


 


6.             Tenant agrees to pay to Landlord as a construction
management fee an amount equal to 6% of the costs of the Work and Additional
Work, which fee shall be deducted from the Tenant Improvement Allowance by
Landlord from time to time upon completion of the various portions of the Work
and Additional Work.


 


B-2





















 


EXHIBIT “C”


 


SUBSTANTIAL
COMPLETION/ACCEPTANCE LETTER


 


Date 


 


Re:                               Lease
dated as of                  ,
       , by and between Landlord, and
                                   ,
as Tenant, for                  
rentable square feet on the                  
floor of the Building located at                                    .



 


Dear                  :



 


In accordance
with the terms and conditions of the above referenced Lease, Tenant accepts
possession of the Premises and agrees:


 


1.             The Commencement Date of the Term of the Lease is                  ;


 


2.             The Termination Date of the Term of the Lease is                  .


 


Please acknowledge your acceptance of possession
and agreement to the terms set forth above by signing all 3 counterparts of
this Commencement Letter in the space provided and returning 2 fully executed
counterparts to my attention.


 


	
  Sincerely,

  	
  Agreed and Accepted:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Tenant:

  	
   

  	
   

  
	
  Property
  Manager

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


C-1





















 


EXHIBIT “D”


 


RULES AND
REGULATIONS


 


1.             The sidewalks, entry passages, corridors, halls,
elevators and stairways shall not be obstructed by Tenant or used for any
purpose other than that of ingress and egress. The floors, skylights and
windows that reflect or admit light into any place in the Building shall not be
covered or obstructed by Tenant. The toilets, drains and other water apparatus
shall not be used for any other purpose than those for which they were
constructed and no rubbish or other obstructing substances shall be thrown
therein.


 


2.             No advertisement, signs, pictures, placards or other
notice shall be inscribed, painted or affixed on any part of the outside or
inside of the Building, except upon the doors, and of such order, size and
style, and at such places, as shall be approved and designated by Landlord.
Interior signs on doors will be ordered for Tenant by Landlord, the cost
thereof to be charged to and paid for by Tenant.


 


3.             Tenant shall not do or permit to be done in the
Premises, or bring or keep anything therein, which shall in any way increase
the rate of insurance carried by Landlord on the Building, or on the Property,
or obstruct or interfere with the rights of other tenants or in any way injure
or annoy them, or violate any applicable laws, codes or regulations. Tenant,
its agents, employees or invitees shall maintain order in the Premises and the
Building, shall not make or permit any improper noise in the Premises or the
Building or interfere in any way with other tenants, or those having business
with them. Nothing shall be thrown by Tenant, its clerks or servants, out of
the windows or doors, or down the passages or skylights of the Building. No
rooms shall be occupied or used as sleeping or lodging apartments at any time.
No part of the Building shall be used or in any way appropriated for gambling,
immoral or other unlawful practices, and no intoxicating liquor or liquors
shall be sold in the Building.


 


4.             Tenant shall not employ any persons other than the
janitors of Landlord (who will be provided with pass-keys into the offices) for
the purpose of cleaning or taking charge of the Premises, except as may be specifically
provided otherwise in the Lease.


 


5.             No animals, birds, bicycles or other vehicles shall be
allowed in the offices, halls, corridors, elevators or elsewhere in the
Building, without the approval of Landlord.


 


6.             No painting shall be done, nor shall any alterations be
made to any part of the Building or the Premises by putting up or changing any
partitions, doors or windows, nor shall there be any nailing, boring or
screwing into the woodwork or plastering, nor shall any connection be made in
the electric wires or gas or electric fixtures, without the consent in writing
on each occasion of Landlord. All glass, locks and trimmings in or upon the
doors and windows of the Building shall be kept whole and, when any part
thereof shall be broken by Tenant or Tenant’s agent, the same shall be
immediately replaced or repaired by Tenant (subject to Tenant’s compliance with
Section 23 of the Lease) and put in order under the direction and to the
satisfaction of Landlord, or its agents, and shall be kept whole and in good
repair. Tenant shall


 


D-1





















 


not injure, overload, or deface the Building, the woodwork or
the walls of the Premises, nor carry on upon the Premises any noxious, noisy or
offensive business.


 


7.             Two (2) keys will be furnished Tenant without
charge. No additional locks or latches shall be put upon any door and no locks
shall be changed without the written consent of Landlord. Tenant, at the
termination of their Lease, shall return to Landlord all keys to doors in the
Building. Tenant shall not alter locks or install new locks without approval
from Landlord.


 


8.             Landlord in all cases retains the power to prescribe the
weight and position of iron safes or other heavy articles. Tenant shall make
arrangements with the superintendent of the Building when the elevator is
required for the purpose of the carrying of any kind of freight.


 


9.             The use of burning fluid, camphene, benzine, kerosene or
anything except gas or electricity, for lighting the Premises, is prohibited.
No offensive gases or liquids will be permitted.


 


10.           If Tenant desires blinds, coverings or drapes over the
windows, they must be of such shape, color and material as may be prescribed by
Landlord, and shall be erected only with Landlord’s consent and at the expense
of Tenant. No awnings shall be placed on the Building. Window covering shall be
closed when the effect of sunlight would impose unnecessary loads on the air
conditioning system.


 


11.           All wiring and cabling work shall be done only by
contractors approved in advance by Landlord and Landlord shall have the right
to have all such work supervised by Building engineering/maintenance personnel.
No antenna or cabling shall be installed on the roof or exterior walls of the
Building.


 


12.           At Landlord’s discretion, Landlord may hire security
personnel for the Building, and every person entering or leaving the Building
may be questioned by such personnel as to the visitor’s business in the
Building and shall sign his or her name on a form provided by the Building for
so registering such persons. Landlord shall have no liability with respect to
breaches of the Building security, if any.


 


13.           Landlord shall have the right, exercisable without notice
and without liability to Tenant, to change the name or street address of the
Building or the room or suite number of the Premises.


 


14.           The freight elevator shall be available for use by all
tenants in the Building subject to such reasonable scheduling as Landlord in
its discretion shall deem appropriate. The persons employed to move such
equipment in or out of the Building must be acceptable to Landlord and any
costs incurred by Landlord shall be reimbursed by Tenant.


 


15.           Canvassing, peddling, soliciting and distribution of
handbills or any other written materials in the Building are prohibited and
each tenant shall cooperate to prevent the same.


 


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16.           Each tenant shall ensure that all doors to its premises
are locked and all water faucets or apparatus and office equipment are shut off
before the tenant or its employees leave such premises at night. On multiple
tenancy floors, all tenants shall keep the doors to the Building corridors
closed at all times except for ingress and egress.


 


17.           The toilets, urinals, wash bowls and other restroom
facilities shall not be used for any purpose other than for which they were
constructed, no foreign substance of any kind whatsoever may be thrown therein
and the expense of any breakage, stoppage or damage resulting from a
violation of this rule shall be borne by the tenant who, or whose
employees or invitees, shall have caused it.


 


18.           Each tenant shall store its refuse within its Premises. No
material shall be placed in the refuse boxes or receptacles if such material is
of such a nature that it may not be disposed of in the ordinary and customary
manner of removal without being in violation of any law or ordinance governing
such disposal.


 


19.           Landlord reserves the right to make such other and
reasonable rules and regulations as in its judgment may from time to time
be needed for the safety, care and cleanliness of the Building and for the
preservation of good order therein.


 


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EXHIBIT “E”


 


HVAC SPECIFICATIONS


 


Heating, ventilating and air conditioning
equipment in the Building shall be capable of maintaining the following
interior conditions when the following maximum outside conditions exist,
subject to the conditions set forth in Article 15 of this Lease: 


 


	
  Inside Conditions

  	
   

  	
  Outside Conditions

  
	
   

  	
   

  	
   

  
	
  78° F (dry bulb)

  	
   

  	
  up to 95° F
  (dry bulb)

  
	
   

  	
   

  	
  up to 75° F
  (wet bulb)

  
	
   

  	
   

  	
   

  
	
  72° F

  	
   

  	
  down to -2°
  F

  
	
  65° F

  	
   

  	
  down to -10°
  F

  
	
   

  	
   

  	
   

  
	
  Occupant Load

  	
   

  	
  1 person per
  100 sq. ft.

  
	
   

  	
   

  	
  (usable)

  
	
   

  	
   

  	
   

  
	
  Equipment & Lighting Load

  	
   

  	
  3.0 watts
  per sq. ft. (usable)

  



 


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EXHIBIT “F”


 


INTENTIONALLY OMITTED


 


F-1





















 


EXHIBIT “G”


 


INTENTIONALLY OMITTED


 


 


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EXHIBIT “H”


 


SPECIAL STIPULATIONS


 


1.             Security
Deposit Reduction 


 


If no event of monetary default occurs during
the first eleven months of the lease term, Landlord shall apply one half of the
security deposit ($4,123.96) against base rent in the twelfth month.


 


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EXHIBT “I”


 


INTENTIONALLY OMITTED


 


I-1