LEASE AGREEMENT WITH SEQUOIA INVESTMENTS XIV, LLC




OFFICE
BUILDING LEASE


By and between


SEQUOIA INVESTMENTS XIV, LLC 

as Landlord


and


WILLING HOLDING, INC.

as Tenant


Date: Feb. 27, 2008










OFFICE BUILDING LEASE


INDEX


	
 

	
 

	
 


	
 

	
 

	
PAGE 


	
1.

	
TERM

	
1


	
2.

	
USE

	
1


	
3.

	
RENT

	
1


	
4.

	
TAXES ON RENT

	
1


	
5.

	
ASSIGNMENT OR SUBLETTING

	
1


	
6.

	
INSURANCE

	
2 


	
7.

	
DEFAULT

	
3 


	
8.

	
ALTERATIONS

	
4 


	
9.

	
LIENS

	
4 


	
10.

	
ACCESS TO PREMISES

	
4 


	
11.

	
BUILDING PROJECT AND COMMON AREAS

	
5 


	
12.

	
CASUALTY DAMAGE

	
5 


	
13.

	
CONDEMNATION

	
5 


	
14.

	
REPAIR AND MAINTENANCE

	
5 


	
15.

	
ESTOPPEL CERTIFICATES

	
6 


	
16.

	
SUBORDINATION

	
6 


	
17.

	
INDEMNIFICATION

	
6 


	
18.

	
NO WAIVER

	
6 


	
19.

	
SERVICES AND UTILITIES

	
6 


	
20.

	
SECURITY DEPOSIT

	
7 


	
21.

	
GOVERNMENTAL REGULATIONS AND INSURANCE REQUIREMENTS

	
7 


	
22.

	
SIGNS

	
8


	
23.

	
BROKER

	
8


	
24.

	
QUIET ENJOYMENT

	
8 


	
25.

	
END OF TERM

	
8 


	
26.

	
COLLECTION COSTS

	
9 


	
27.

	
NOTICES

	
9 


	
28.

	
SUCCESSORS AND ASSIGNS; PERSONS BOUND

	
9


	
29.

	
JURY WAIVER; COUNTERCLAIMS

	
9


	
30.

	
TIME IS OF THE ESSENCE

	
9


	
31.

	
IMPOSSIBILITY OF PERFORMANCE

	
9


	
32.

	
RELOCATION OF TENANT

	
9


	
33.

	
PARKING

	
9


	
34.

	
GENERAL PROVISIONS

	
10








	
 

	
 


	
EXHIBIT “A”–

	
LEGAL DESCRIPTION OF
 PROPERTY 


	
EXHIBIT “B”–

	
SKETCH OF PREMISES 


	
EXHIBIT “C”–

	
RULES AND REGULATIONS
 


	
EXHIBIT “D”–

	
TENANT IMPROVEMENTS 


	
EXHIBIT “E”–

	
COMMENCEMENT DATE LETTER
 
















BASIC LEASE INFORMATION RIDER


1.
Landlord: Sequoia Investments XIV,
LLC, an Alaska limited liability company.


2.
Tenant: WILLING HOLDING, INC., a
Florida corporation


3.
Building: The Hickory Building
located at 3 Centerview Drive, Greensboro, North Carolina 27407. The Building
is located within the office project known as Meadowview Crossing (“Building
Project”).


4.
Premises: Suite No. 240 on the second floor of the Building, as
shown on the sketch attached as EXHIBIT “B”.


5.
Rentable Area of the Premises: 1,242 square feet, which includes an add-on
factor for common areas in the Building and which the parties conclusively
agree is final and correct and not subject to challenge or dispute by either
party.


6. Commencement Date: Is defined in EXHIBIT “D”.


7.
Lease Term: A term commencing on
the Commencement Date and continuing for thirty-six (36) full calendar months
(plus any partial calendar month in which the Commencement Date falls), as
extended or sooner terminated under the terms of this Lease.


8.
Base Rent: The amounts set forth
in the chart below. The Base Rent is a flat amount and has not been calculated
on a rate per square foot of space in the Premises.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Period

	
 

	
Monthly Base Rental

	
 

	
Period Base Rental


	
 

	

 



	
 

	

 





	
 

	


 





	
 


	
 

	
04/01/08 - 03/31/09

	
 

	
$1,242.00

	
 

	
$14,904.00


	
 


	
 

	
04/01/09 - 03/31/10

	
 

	
$1,279.26

	
 

	
$15,351.12


	
 


	
 

	
04/01/10 - 03/31/11

	
 

	
$1,317.64

	
 

	
$15,811.65





9. Allocated Share: 2.51% of the
Building. This share is a stipulated percentage, which the parties conclusively
agree is final and correct and not subject to challenge or dispute by either
party and which shall be revised only if either the area of the Premises, the
area of the Building, and/or the area of the Building Project are changed after
the Date of this Lease pursuant to the terms of this Lease.


10.
Security Deposit: $1,242.00 as
that amount may be increased or decreased from time to time pursuant to the
terms of this Lease.


11.
Tenant’s Notice Address: 3 Centerview Drive,
Suite #240, Greensboro, NC 27407 from and after the Commencement
Date.


12.
Landlord’s Notice Address: Sequoia
Investments XIV, Inc., PO Box 1028, Eureka, CA 95502-1028 with a copy to the
building management office at 2211 W. Meadowview Road #100, Greensboro, NC
27407, attention: On-Site Property Manager.


13.
Landlord’s Payment Address:
Sequoia Investments XIV, LLC, c/o Security National Master Holding PO Box
405411, Atlanta, GA 30384-5411.


14.
Tenant’s Broker: CB Richard Ellis


15.
Landlord’s Broker: Security
National Master Manager, LLC


16.
Guarantor:     N/A    
and any other party who subsequently guarantees all or any part of Tenant’s
obligations under this Lease.










17.
Right of First Offer:


          A.
From and after the Commencement Date and thereafter during the Term (excluding
any holdover period), so long the Lease is in full force and effect and no
Event of Default has occurred, and no facts or circumstances then exist which,
with the giving of notice or the passage of time, or both, would constitute an
Event of Default either at the time of the Offer Notice (as defined below) or
as of the effective date of the proposed expansion of the Premises to include
the Offer Space as set forth herein, Landlord hereby grants to Tenant a
one-time right of offer first notice (the “Right of OfferNotice”) to expand the
Premises to include that portion of the Building set forth on Exhibit B-1 (the
“Offer Space”) when it “becomes available,” subject to the terms and conditions
set forth herein and subject and subordinate to prior rights of other tenants.


          B.
After any part of the Offer Space has or will “become available” (as defined
herein) for leasing by Landlord, Landlord shall not lease to a third-party
tenant the Offer Space without first offering (the “Offer”) Tenant the right to
lease such Offer Space as set forth herein. The Offer Space shall be deemed to
“become available” when Landlord intends to lease all or a portion of the Offer
Space. Notwithstanding the foregoing sentence, the Offer Space shall not be
deemed to “become available” if the space is assigned or subleased by the
current tenant of the space, is re-let
by the current tenant of the space by renewal, extension, or renegotiation or
is subject to the expansion rights of any other tenant existing prior to the
date of this Lease. The Offer shall contain (i) a description of the Offer
Space and an attached floor plan that shows the Offer Space; (ii) the date on
which Landlord expects the Offer Space to become available; (iii) the increase
in Tenant’s operating expense percentage, (iv) the amount of Base Rent
attributable to the Offer Space, which shall include an amortization component
for any tenant improvement allowance included within the OfferNotice pursuant
to subsection (v) below, (v) the terms for any available tenant improvement
allowance, if any, (vi) the amount of increase in Tenant’s security deposit,
and (vii) such other terms as may be acceptable to Landlord. Upon receipt of
the OfferNotice, Tenant shall have the right, for a period of five (5) calendar
days after receipt of the OfferNotice, to exercise the Right of Offer First
Notice by giving Landlord written notice that Tenant desires to lease the Offer
Space (but not any lesser portion) upon the same terms and conditions contained
in this Lease, as modified by the terms of the OfferNotice; provided, however,
that any construction provisions, improvement allowances, rent abatements or
other concessions applicable to the Premises shall not be applicable to the
Offer Space unless expressly included in the OfferNotice. Time is of the
essence with respect to the foregoing. Unless otherwise stated in the
OfferNotice, the term of the Lease with respect to the Offer Space shall be
coterminous with the Term of the Lease and shall be leased to Tenant in its
“as-is” condition.


          C.
If, within such five (5)-day period, Tenant exercises the Right of OfferFirst
Notice, then Landlord and Tenant shall amend the Lease to include the Offer
Space subject to the same terms and conditions as the Lease, as modified by the
terms and conditions of the OfferNotice; provided, however, that any
construction provisions, improvement allowances, rent abatements or other concessions
applicable to the Premises shall not be applicable to the Offer Space unless
expressly included in the OfferNotice. If this Lease is guaranteed now or at
any time in the future, Tenant simultaneously shall deliver to Landlord an
original, signed reaffirmation of each Guarantor’s guaranty, in form and
substance acceptable to Landlord.


          D.
If, within such five (5)-day period, Tenant declines or fails to exercise the
Right of OfferFirst Notice, Landlord shall then have the right to lease the Offer
Space in portions or in its entirety to any third party or parties without
regard to the restrictions in this Right of Offer First Notice and on whatever
terms and conditions Landlord may decide in its sole discretion. If Tenant so
declines or so fails to exercise, this Right of Offer First Notice shall
terminate and shall be of no further force and effect, and Tenant shall have no
further Right of Offer First Notice on the Offer Space.


          E.
Tenant’s Right of Offer First Notice hereunder shall terminate if (i) this
Lease or Tenant’s right to possession of the Premises is terminated, (ii)
Tenant’s interest in this Lease is assigned or any portion of the Premises is
sublet, (iii) Tenant fails to timely exercise its option hereunder, time being
of the essence with respect to Tenant’s exercise thereof, (iv) Tenant rejects
Landlord’s determination of the Prevailing Rental Rate, or (v) Landlord
determines, in its sole but reasonable discretion, that Tenant’s financial
condition or creditworthiness has materially deteriorated since the date of
this Lease.


          F. In the event Tenant elects to expand
pursuant to the terms and conditions outlined above, Landlord will amend the lease without
penalty us long as tenant is in good standing.










GLOSSARY OF DEFINED TERMS


In addition to terms
defined in the Basic Lease Information or in the body of this Lease or the
exhibits and riders attached hereto, the following terms shall have the
following meanings:


          1.
“ADA” shall mean the Americans
with Disabilities Act of 1990 and all similar present or future laws, together
with all regulations promulgated under any of the laws.


          2.
“Alterations” shall mean any
alteration, addition, or improvement in or on or to the Premises of any kind or
nature, including the Tenant Improvements.


          3.
“Bankruptcy Code” shall mean the
Bankruptcy Code of 1978, 11 U.S.C. Section 101 et seq., as amended from time to
time, or any successor statute.


          4.
“Building Standard” shall mean the
type, brand, grade, or quality of materials Landlord designates from time to be
the minimum quality to be used in the Building Project or, as the case may be,
the exclusive type, brand, grade, or quality of material to be used in the
Building Project.


          5.
“Business Days” shall mean all
days other than Saturdays, Sundays, or Legal Holidays.


          6.
“Date of this Lease” shall mean
the date when the last one of the Landlord and Tenant has signed this Lease.


          7.
“Emergency” shall mean the threat
of imminent injury or damage to persons or property or the imminent imposition
of a civil or criminal fine or penalty.


          8.
“Environmental Laws” shall mean
all applicable environmental ordinances, rules, regulations, statutes, orders,
and laws of all local, state, or federal agencies or bodies with jurisdiction
over the Building Project and/or the Premises or the activities conducted on
the Building Project and/or the Premises.


          9.
“Legal Holidays” shall mean New
Year’s Day, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day, and
Christmas Day.


          10.
“Maximum Rote” shall mean the
highest rate of interest permitted to be charged by applicable law.


          11.
“Normal Business Hours” shall mean
8:00 a.m. to 6:00 p.m. Monday through Friday and 9:00 a.m. to 1:00 p.m. on
Saturday, Legal Holidays excluded.


          12.
“Parking Areas” shall mean the
areas available for automobile parking in connection with the Building Project
as those areas may be designated by Landlord from time to time (See Article 34).


          13.
“Parking Ratio” shall mean the
number of parking spaces for each 1,000 rentable square feet of space in the
Premises from time to time as specified by the zoning and land use regulations
applicable to the Building Project. As of the Date of this Lease, the Parking
Ratio is 4.60 parking spaces per 1,000 rentable square feet.


          14.
“Prime Rate” shall mean the per
annum interest rate as published in the Wall
Street Journal from time to time as the “prime rate”.


          15.
“Property” shall mean the land
legally described in EXHIBIT “A”.


          16.
“Rules and Regulations” shall mean the rules and regulations for the Building
Project promulgated by Landlord from time to time. The Rules and Regulations
which apply as of the Date of this Lease are attached as EXHIBIT “C”. 


          17.
“Substantial Completion” shall
mean the date that a Certificate of Occupancy or its equivalent is issued by
the appropriate local governmental entity concerning the Tenant Improvements,
or, if no Certificate of Occupancy will be issued for the Tenant Improvements,
the date on which the Tenant Improvements are substantially completed so that
Tenant may use them for their intended purpose, notwithstanding that minor
punchlist items or insubstantial details concerning construction, decoration,
or mechanical adjustment remain to be performed


          18.
“Tenant Improvements” shall have the
definition set forth in EXHIBIT “D”, if applicable.










LEASE


THIS
LEASE is made and entered into as of the Date of this Lease, by and between
Landlord and Tenant. Subject to and upon the terms and conditions of this Lease,
including the terms of the Basic Lease Information Rider attached to the front
of this Lease, Landlord leases to Tenant and Tenant leases from Landlord the
Premises. Landlord and Tenant covenant and agree:


1.
TERM:


          1.1
General. Tenant shall have and
hold the Premises for the Lease Term. The Lease Term shall commence on the
Commencement Date. If Landlord so requests. Tenant shall execute promptly a
letter, substantially in the form of EXHIBIT
“E”, confirming the Commencement
Date and the expiration date of this Lease.


          1.2
Delay in Delivery. If the
Commencement Date is delayed or Landlord is unable to deliver possession of the
Premises on the Commencement Date by reason of the holding over of any prior
tenant, delay caused by any alteration or construction work, or for any other
reason not attributable to fault on the part of Landlord, Landlord shall not be
liable for any damages to Tenant as a result of the delay.


          1.3
Possession Before Commencement Date.
Tenant shall observe and perform all of its obligations under this Lease from
the earlier to occur of the date that the Premises are delivered to Tenant for
the purpose of commencement of the Tenant Improvements or the date Tenant
otherwise takes possession of the Premises, except that Tenant shall not be
required to pay Base Rent or Operating Costs for any period before the
Commencement Date. However, Tenant shall pay for all utilities and services
consumed by or on behalf of Tenant before the Commencement Date.


2. USE: Tenant shall
continuously use and occupy the Premises only for general office purposes
directly related to Tenant’s business as a company acquisition group and not
for any other business or purpose whatsoever.


3. RENT:


          3.1
Base Rent. Tenant shall pay to
Landlord in lawful United States currency the Base Rent. Upon the execution of this Lease by Tenant, Tenant shall pay
to Landlord the installment of Base Rent for the first month of the Lease Term.
All Base Rent shall be payable in equal monthly installments, in advance,
beginning on the Commencement Date, and continuing on the first day of each and
every calendar month thereafter during the Lease Term. Rent payments for any
fractional month shall be prorated appropriately.


          3.2
Additional Rent. All monetary
obligations of Tenant to Landlord under this Lease, of any type or nature,
other than Base Rent, shall be denominated as “Additional Rent”. Except as otherwise provided, all Additional
Rent payments are due within ten days after delivery of an invoice.


          3.3
General. The term “Rent” when used
in this Lease shall include Base Rent and all forms of Additional Rent. All
Rent shall be paid to Landlord without demand, setoff, or deduction whatsoever,
except as specifically provided in this Lease, at Landlord’s Notice Address, or
at such other place as Landlord shall designate in writing to Tenant. Tenant’s
obligations to pay Rent are covenants independent of the Landlord’s obligations
under this Lease. 


4. TAXES ON RENT: Tenant
shall pay monthly to Landlord any sales, use, or other tax (excluding state and
federal income tax) now or hereafter imposed by the United States of America, the
State in which the Premises are located, or any political subdivision of them,
on any form of Rent due under this Lease, or in substitution for any Rent,
notwithstanding the fact that the law imposing the tax may endeavor to impose
it on Landlord.


5. ASSIGNMENT
OR SUBLETTING: Tenant may not assign this Lease or sublease all or
any portion of the Premises, without the prior written consent of Landlord,
which consent may be granted or withheld by Landlord in its sole, arbitrary
discretion without regard to any reasonableness standard. 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, and whether accomplished in one transaction or a
series of related transactions) shall be considered an assignment for purposes
of this paragraph and shall require Landlord’s prior written consent.










6.
INSURANCE:


          6.1
Tenant’s Insurance. Tenant shall,
on or before the earlier of the Commencement Date or the date on which Tenant
first enters the Premises for my purpose, obtain and keep in full force and
effect at all times thereafter the following insurance coverages relating to
the Premises:


                    6.1.1
Commercial General Liability.
Commercial general liability insurance written on an occurrence basis and
containing coverage at least as broad as that provided under the then most
current Insurance Services Office (ISO) form which provides the broadest coverage.
The insurance coverage shall have an initial limit of not less than $1 million
per occurrence and a $2 million general aggregate limit, which coverage limits
may be included in Tenant’s umbrella coverage so long as the individual limits
required above are available at
all times for the Premises.


                    6.1.2
Property. ISO causes of
loss-special form property insurance covering all of Tenant’s Property, and
flood insurance (if required by Landlord, any mortgagee of the Building
Project, or any governmental authority) in an amount adequate to cover 100% of
the replacement costs, without co-insurance.


                    6.1.3
Workers’ Compensation. Workers’
compensation insurance in the amount required by law and employer’s liability coverage of $1 million per
occurrence and covering all persons employed, directly or indirectly, in
connection with Tenant’s business or the Tenant Improvements or any future
Alterations.


                    6.1.4
Other Insurance; Increase in Limits.
Such other insurance as may be carried on the Premises and Tenant’s operation
of the Premises, as may be reasonably required by Landlord so long as such
coverage is then being generally required by landlords of similar properties in
the metropolitan area where the Building Project is located. At any time, and
from time to time during the Lease Term, Landlord may notify Tenant that the
limits of the commercial general liability insurance must be increased so long
as the limits are in keeping with the limits of coverage then being required
generally by landlords of similar properties in the metropolitan area where the
Building Project is located.


          6.2
Construction. Before any
Alterations are undertaken by or on behalf of Tenant, Tenant shall obtain and
maintain, at its expense, or Tenant shall require any contractor performing
work on the Premises to obtain and maintain, at no expense to Landlord,
special form builder’s risk insurance in the amount of the replacement cost of
the applicable Alterations, automobile and commercial general liability
insurance (including contractor’s liability coverage, contractual liability
coverage, completed operations coverage, broad form property damage coverage,
and contractor’s protective liability) written on an occurrence basis with a
minimum limit of $1 million per occurrence limit, $2 million general  aggregate
limit, which limits may be accomplished by means of an umbrella policy.


          6.3
Insurance Requirements. All
insurance policies shall be (a) in form reasonably satisfactory to Landlord;
and (b) written with insurance companies having a policyholder rating of at
least “A-” and a financial size category of at least “Class XII” as rated in the
most recent edition of “Best’s Key Rating Guide” and authorized to engage in
the business of insurance in the State in which the Premises are located. The
commercial general liability insurance policies shall name Landlord, Sequoia Investments XIV, LLC, and Landlord’s
directors, officers,
partners, agents, employees, as additional insureds and shall provide that they
may not be terminated or modified in any way that would materially decrease the
protection afforded Landlord under this Lease without thirty days’ advance
notice to Landlord. The minimum limits of insurance specified in this article
shall in no way limit or diminish Tenant’s liability under this Lease. Tenant
shall furnish to Landlord, not less than fifteen days before the date the
insurance is first required to be carried by Tenant, and thereafter at least
fifteen days before the expiration of each policy, a certificate of insurance
(on ACORD 27 or other form acceptable to Landlord), and such other evidence as
Landlord may reasonably request (including a copy of Tenant’s policies), demonstrating the increased coverages
required are in full force and effect.


          6.4
Waiver of Right of Recovery and Subrogation. Except as set forth below, Landlord and Tenant
each expressly, knowingly, and voluntarily waive and release any claims and
rights of recovery of any kind that they may have against the other or the
other’s employees, agents, or contractors, and against every other tenant in
the Building Project who shall have executed a waiver similar to this one, as a
result of the acts or omissions of the other party or the other party’s
employees, agents, or contractors (specifically including the negligence of
either party or its employees, agents, or contractors and the intentional
misconduct of the employees, agents, or contractors of either party), which
claims are of a type or character covered by the property, rental income,
business income, or extra expense insurance described in this Lease, or other
property insurance that either party may carry at the time of an occurrence,
and the party incurring such loss agrees to look solely to the proceeds (if
any) of its previously mentioned policy of insurance or to its own assets, and
such party shall have no right of recovery (regardless of the extent of such
insurance coverage) against he released parties mentioned above, and no third
party shall have any right by way of assignment or subrogation. If a party
fails to obtain the insurance coverage required by this Lease, this waiver
shall nonetheless apply fully if the damages or claims would have been covered
if the required insurance was in place. Landlord and Tenant shall each, on or
before the earlier of the










Commencement Date or the
date on which Tenant first enters the Premises for any purpose, obtain and keep
in full force and effect at all times thereafter a waiver of subrogation from its insurer concerning the
property, rental income, and business interruption insurance maintained by it
for the Building Project and the property located in the Building Project. The
foregoing waiver shall “?” apply to any deductible, as if the same were a part
of the insurance recovery. This section shall not apply to claims for damages
or less than $1,000 or to claims for personal injury or wrongful death.


          6.5
Landlord’s Insurance. Landlord
shall maintain fire and extended coverage insurance on the Building Project in
an amount not less than 80% of the replacement cost of the Building Project and
commercial general liability insurance relating to the Building Project and its
appurtenances in an amount not less than $3 million per occurrence.


7.
DEFAULT:


          7.1
Events of Default. Each of the
following shall be an event of default under this Lease: (a) Tenant fails to
make any payment of Rent when due and does not cure such failure within five
business days after Landlord’s notice (a “Monetary
Default”); or (b) Tenant fails to perform any other covenant or
agreement of this Lease or the Rules and Regulation and does not cure such
failure within thirty days after notice from Landlord (or if such failure is
not susceptible to cure within thirty days, such longer period, not to exceed a
total of ninety days, as may be reasonably necessary to cure such failure,
provided Tenant promptly commences the cure and diligently pursues it to
completion as soon as reasonably possible) or any Guarantor defaults under any
guaranty of this Lease; or (c) Tenant or any Guarantor or surety for Tenant’s
obligations under this Lease becomes bankrupt or insolvent or makes a general
assignment for the benefit of creditors or lakes the benefit of any insolvency
act, or if any debtor proceedings be taken by or against Tenant or any
Guarantor or surety; or (d) a receiver or trustee in bankruptcy is appointed
for the Tenant’s property and the appointment is not vacated and set aside
within sixty days from the date of the appointment; or (e) Tenant, before the
expiration of the Lease Term, and without the written consent of Landlord,
vacates the Premises or abandons possession of the Premises; or (f) the
leasehold estate granted to Tenant by this Lease is taken on execution or other
legal process (with each of items (b) through (f) being referred to herein as a
“Nonmonetary Default”). Monetary
Defaults and Nonmonetary Defaults are sometimes both referred to in this Lease
as an “Event of Default.” 


          7.2
Remedies. Upon the occurrence of
any Monetary Default or Nonmonetary Default, 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;


                    (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 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 Lease Term as originally scheduled hereunder, minus (ii) the
aggregate reasonable rental value of the Premises for the same period (as
determined by a real estate broker licensed in the State in which the Building
Project is located, who has at least ten years experience, immediately prior to
the date in question evaluating commercial office space, taking into account
all relevant factors including, without limitation, the length of the remaining
Lease Term, the then current market conditions in the general area, the
likelihood of reletting for a period equal to the remainder of the Lease 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 bow that would
affect vacancy and rental rates during the period equal to the remainder of the
Lease 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, costs of alterations and remodeling, commissions and
reasonable attorneys’ fees actually incurred at hourly rates without reference
to statute, 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 a portion thereof, as agent of Tenant,
upon any terms and conditions as Landlord may deem necessary or desirable
(except to the extent required by then-applicable law Landlord shall have no
obligation to attempt to re-let the Premises or any part thereof). 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)
as and to the extent permitted by
then-applicable law, allow the Premises
to remain unoccupied and collect Rent
from Tenant as it becomes due; or


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


          7.3
Landlord’s Right
to Perform. Upon the occurrence
of any Nonmonetary Default, Landlord may perform the obligations of
Tenant, and if Landlord, in doing so, makes any expenditures or incurs any
obligation for the payment of money, including reasonable attorneys’ fees
actually incurred at hourly rates without reference to statute, the sums so
paid or obligations incurred shall be paid
by Tenant to Landlord within five days of rendition of a bill or statement to
Tenant therefor. If the Lease Term shall have expired at the time of the
making of the expenditures or incurring of the obligations, the sums shall be
recoverable by Landlord as damages.


          7.4
Jurisdiction and Venue. Any
legal action or proceeding arising out of or in any way connected with this
Lease shall be instituted in a court
(federal or state) located in the county where the Building Project is located,
which shall be the exclusive jurisdiction
and venue for litigation concerning this Lease.


          7.5
Late Charges. If any payment due Landlord under this Lease
shall not be paid within five
days of the date when due, Tenant shall pay,
in addition to the payment then due, an administrative charge equal to the
greater of (a) 5% of the past due
payment; or (b) $250.


          7.6
Interest. All payments due Landlord under this Lease
shall bear interest from the due date until the date received by landlord at the lesser of: (a) the Prime Rate in
effect as of the date when the installment was due, plus 500 basis points, or
(b) the Maximum Rate.


          7.7
Limitation of Remedies;
Exculpation. Tenant waives all
claims against Landlord under this Lease based on or for the loss of business or profits or other
consequential damages or for punitive or special damages of any kind, regardless
of the cause, and, except as specifically provided in this Lease, Tenant
waives all rights to terminate this Lease. None of Landlord’s officers, employees, agents, directors, shareholders,
partners, or affiliates shall ever have any personal liability to Tenant under
this Lease. Tenant shall look solely
to Landlord’s interest in the Building Project for the satisfaction of any
right or remedy of Tenant under this
Lease, or for the collection of
any judgment. No act or omission of Landlord or its agents shall constitute an
actual or constructive eviction of
Tenant unless Landlord shall have first received notice of Tenant’s claim and
shall have failed to cure it after having been afforded a reasonable time to do
so, which in no event shall be less than thirty days.


          7.8
Presumption of
Abandonment. It shall be
conclusively presumed that Tenant has abandoned the Premises if Tenant fails to keep the Premises open for
business during regular business hours for ten consecutive days while in
Monetary Default. The grace periods set forth in this article shall not
apply to the application of this presumption. In the event of an abandonment, Landlord shall have the right to immediately
retake possession of the Premises without legal process.


8. ALTERATIONS: Tenant shall make no Alterations without the
prior written consent of Landlord, which consent may be arbitrarily
withheld. However, Landlord will not unreasonably withhold or delay consent to
nonstructural interior Alterations, provided
that they do not affect utility services or plumbing and electrical lines or
other systems of the Building Project, are not visible from outside the Premises, and do not require
other alterations, additions, or improvements to portions of the Building
Project outside the Premises. If Landlord consents to any Alterations, Tenant
must perform all such Alterations in a good and workmanlike manner, in accordance with all applicable laws, permits
and other legal requirements and all of Landlord’s rules and regulations
governing construction projects, and
Tenant (or its contractors) must maintain all insurance reasonably required by
Landlord. Landlord, or its agent or
contractor, may supervise the performance of any Alterations, and, if so,
Tenant shall pay to Landlord an amount equal to 7.5% of the cost of the work.


9. LIENS: The interest of Landlord in the Premises shall
not be subject in any way to any liens, including construction liens, for improvements to or other work performed in
the Premises by or on behalf of Tenant. Further, Tenant shall indemnify,
defend, and save Landlord harmless
from and against any damage or loss, including reasonable attorneys’ fees
actually incurred at hourly rates without
reference to statute, incurred by Landlord as a result of any liens or other
claims arising out of or related to work performed in the Premises by or on behalf of Tenant. Tenant
shall notify every contractor making improvements to the Premises that the
interest of the Landlord in the
Premises shall not be subject to liens for improvements to or other work
performed in the Premises by or on behalf of Tenant.


10. ACCESS TO PREMISES: Except in the event of an emergency or to
perform janitorial services or repair obligations (in which case no notice shall be required) Landlord
and persons authorized by Landlord shall have the right to enter the Premises
at all reasonable times upon
reasonable oral notice. If reasonably necessary for the protection and safety
of Tenant, Landlord may










temporarily close the Premises to perform repairs, alterations,
or additions to the Building Project, provided that Landlord shall use reasonable efforts to
perform all such work after Normal Business Hours. Landlord may exhibit the
Premises to prospective purchasers or mortgagees of Landlord’s interest in the
Premises during Normal Business Hours. During the last year of the Lease Term, Landlord or its
agents may exhibit the Premises to prospective tenants during Normal Business
Hours.


11. BUILDING
PROJECT AND COMMON AREAS:


          11.1 Definition of Common Areas.
The “Common Areas” of the
Building Project include such areas and facilities as a lobby, delivery facilities, walkways, common
corridors, landscaped and planted areas, parking facilities, elevators,
stairways, and public restrooms.
Landlord shall operate, manage, equip, light, repair, and maintain the Common
Areas. Landlord may, at any time and
from time to time, without the same constituting an actual or constructive
eviction, and without otherwise incurring any liability to Tenant, increase, reduce, or change the number,
type, size, location, elevation, nature, and use of any of the Common Areas,
make improvements, alterations, or
additions to the Building Project, remove or change the arrangement and/or
location of entrances or passageways, corridors, elevators, stairs, public
restrooms, or other public parts of the Building Project, and change the name
or number by which the Building
Project is known. Landlord may also temporarily close the Common Areas to make
repairs.


          11.2 Tenant’s Rights.
As long as Tenant is entitled to possession of the Premises, Tenant shall have a
nonexclusive right, in common with
Landlord, the other tenants of the Building Project, and all others to whom
Landlord has granted or may hereafter
grant rights, to use the Common Areas, subject to the terms of this Lease and
the Rules and Regulations. The Common Areas
shall at all times be subject to the exclusive control and management of
Landlord. Landlord may grant third parties specific rights concerning portions
of the Common Areas and any such grant shall not be deemed an infringement on
any rights granted to Tenant under
this Lease or otherwise.


          11.3 No Implied Rights.
This Lease does not create, nor will Tenant have any express or implied
easement for, or other rights to, air, light, or view over, from, or about the
Building Project.


          11.4 Rules and Regulations.
Tenant shall conform to the Rules and Regulations. No failure of
Landlord to enforce any Rules and
Regulations against any other tenant shall be deemed a default by Landlord
under this Lease, or excuse compliance with the Rules and Regulations by Tenant.


12. CASUALTY DAMAGE: If any material portion of the Building or Building
Project shall be damaged, whether or not the Premises shall have been damaged by the casualty
(any damage that would cost in excess of $50,000.00 to repair being deemed material), Landlord may,
within ninety days after the casualty, give notice to Tenant of Landlord’s
election to terminate this Lease, and the balance of the Lease Term shall automatically
expire on the fifth day after the notice is delivered. If Landlord does not
elect to terminate
this Lease, Landlord shall proceed with reasonable diligence to restore the
Building and/or Building Project and the Premises (excluding Tenant’s Property) to
substantially the same condition they were in immediately before the happening
of the casualty.


13. CONDEMNATION: If the whole or any substantial part of the Premises
shall be condemned by eminent domain or acquired by private purchase in lieu of
condemnation, this Lease shall terminate on the date upon which possession of
the Premises is delivered to the condemning authority and Rent shall be apportioned and
paid to that date. Tenant shall have no claim against Landlord for the value of
any unexpired portion of the Lease Term, nor shall Tenant be entitled to any
part of the condemnation award or private purchase price. If less than a substantial
part of the Premises is condemned, this Lease shall not terminate, but Rent shall
abate in proportion to the portion of the Premises condemned.


14. REPAIR AND MAINTENANCE:


          14.1 Landlord’s Obligations.
Landlord shall repair and maintain in good order and condition,
ordinary wear and tear excepted, the Common Areas, the roof of the Building,
the outside walls of the Building, the exterior windows of the Building, the structural portions of the Building, the
elevators, and the electrical, plumbing, mechanical, fire protection, and HVAC
systems servicing the Building
(subject to the exclusions set forth in Section 19.6). However, Tenant shall
pay the cost of any such repairs or maintenance resulting from acts or
omissions of Tenant, its employees, agents, or contractors. Additionally,
Landlord shall replace the building standard fluorescent light tubes in the
Premises.


          14.2 Tenant’s Obligations.
Except as provided in the Landlord’s Obligations section of this
article, Landlord shall have no maintenance obligation concerning the Premises
and no obligation to make any repairs or replacements, in, on, or to the
Premises Tenant assumes the full and
sole responsibility for the condition, operation, repair, replacement, and
maintenance of the Premises, including
all improvements, throughout the Lease Term, except to the extent expressly set
forth in the Landlord’s Obligations section of this article. Tenant shall
maintain the Premises in good repair and in a clean, attractive, first class
condition.










15. ESTOPPEL
CERTIFICATES: Tenant,
within ten days after the request of Landlord made from time to time, will
furnish to Landlord, or any existing or potential holder of any mortgage
encumbering the Premises or the Building, or any potential purchaser of the Premises or the Building a statement of the
status of any matter pertaining to this Lease, including, without limitation, acknowledgments that (or the extent to which) each
party is in compliance with its obligations under the terms of this Lease.


16. SUBORDINATION:
This Lease is and shall be
subject and subordinate to any ground, overriding, or underlying leases and the
rights of the landlords under those leases and to all mortgages that may now or
hereafter affect the leases or the Building Project, and to all renewals, modifications,
consolidations, replacements, and extensions of the leases and mortgages. This
article shall be self-operative and
no further instrument of subordination shall be necessary. However, in
confirmation of this subordination, Tenant shall execute and deliver promptly such instruments of subordination as such
mortgagee may reasonably request. In the event that any mortgagee or its respective successor in title
shall succeed to the interest of Landlord and shall elect not to terminate this
Lease, then this Lease shall nevertheless continue in full force and effect and
Tenant shall and does hereby agree to attorn to such mortgagee or successor and
to recognize such mortgagee or successor
as its landlord. Any holder of a mortgage which includes the Premises may
elect, by notice to Tenant, to make this Lease, and the rights of Tenant
hereunder, to be superior to its mortgage.


          16.1
Notice to Mortgagee: After
receiving notice from any person, firm or other entity that it holds a mortgage
which includes the Premises, no notice from
Tenant to Landlord shall be effective unless and until a copy of the same is
given to such holder at the address as specified in said notice (as it may from
time to time be changed), and such holder is given the opportunity to cure
Landlord’s defaults within a reasonable time after such notice (including a
reasonable time to obtain possession of the premises).


          16.2
Assignment of Rents: If Landlord
assigns Landlord’s interest in this Lease or the rents payable hereunder, conditional in nature or otherwise, to the holder
of a mortgage on property which includes the Premises, Tenant agrees the
acceptance of such assignment by
the holder of such mortgage shall never be treated as an assumption of any of the obligations of Landlord hereunder. Any such
holder shall be treated as
having assumed Landlord’s obligations hereunder only upon foreclosure of such
holder’s mortgage and the taking of possession of the Building. In no event
shall the acquisition of title to the Building and the land on which the same is located by a purchaser which,
simultaneously therewith, leases the entire Building or such land back to the
seller thereof be treated as an
assumption, by operation of law or otherwise, of Landlord’s obligations
hereunder. In any such event, this Lease
shall be subject and subordinate to the lease to such purchaser. 


17. INDEMNIFICATION:
Landlord and Tenant shall
each indemnify, defend, and save harmless the other party and the other party’s
employees, agents, and contractors (the “Indemnified Parties”) from and against
any and all loss, damage, claim, demand, liability,
or expense (including reasonable attorneys’ fees actually incurred at hourly
rates without reference to statute) resulting from claims by third parties and based on any acts or
omissions (specifically including negligence and the failure to comply with
this Lease) of the indemnitor, its
employees, agents, and contractors in connection with the Building Project and
only to the extent caused in whole or
in part by acts or omissions of the indemnitor, its employees, agents, and
contractors, regardless of whether or not the claim is caused in part by any of the Indemnified
Parties. Tenant’s indemnity of Landlord and Landlord’s Indemnified Parties
shall also cover any matter arising out of events that occur in the Premises,
regardless of the cause, unless covered by Landlord’s indemnity pursuant to the preceding sentence. The indemnitor
shall have the right to assume the defense of any claim covered by this
indemnity on behalf of both itself
and the Indemnified Parties, provided that the lawyers selected by the
indemnitor to handle the defense are reasonably satisfactory to the Indemnified
Parties and the representation will not result in a conflict of interest for
the lawyers. The Indemnified Parties
may not settle any claim covered by this Indemnification article without the
consent of the indemnitor. When any claim
is caused by the joint acts or omissions of the indemnitor and the Indemnified
Parties, the indemnitor’s duties under this article shall be in proportion to the indemnitor’s
allocable share of the joint liability. This Indemnification article shall not
be construed to restrict, limit, or
modify either party’s insurance obligations under this Lease. Either party’s
compliance with the insurance requirements
under this Lease shall not restrict, limit, or modify that party’s obligations
under this Indemnification article. 


18. NO
WAIVER: The failure of a
party to insist on the strict performance of any provision of this Lease or to
exercise any remedy for any default
shall not be construed as a waiver and, no waiver shall be effective unless
expressed in writing and signed by the waiving party. The receipt by Landlord
of any Rent after default on the part of Tenant shall not be deemed to operate
as a waiver of any then existing default by Tenant. No act of Landlord
(including acceptance of keys) shall be deemed an acceptance of a surrender of the Premises and no agreement to
accept a surrender shall be valid
unless in writing and signed by Landlord.


19. SERVICES AND UTILITIES:


          19.1
Services Furnished. During the Lease Term and as long as Tenant is entitled to
possession of the Premises, Landlord shall furnish the following
services: (1) air conditioning and heating in season during Normal Business
Hours; at other times, air conditioning and
heating will be furnished at a building standard charge (payable by Tenant to
Landlord upon invoice) and on building standard terms relating to advance
notice, minimum hours, minimum zones, and other matters; (2) janitorial and
general 










cleaning services on
Business Days; (3) passenger elevator service to all floors of the Building; (4) reasonable amounts of cold running water to
lavatories and toilets in or appurtenant to the
Premises; and (5) electricity for the purposes of lighting and general office equipment use in amounts consistent with
building standard electrical capacities.


          19.2
Excess Services. Landlord reserves the right to charge Tenant
the reasonable cost, based on usage, of providing electricity, janitorial
service, water/sewage or any other service to the Premises to the extent
Tenant’s usage exceeds the normal amounts of
such services generally used by tenants in the Building Project, as reasonably
determined by Landlord, and if Tenant uses any such services beyond Normal Business Hours.


          19.3
Electrical
Utility Provider. Landlord may at
any time and from time to time during the Lease Term elect to change the company or companies providing electricity
service.


          19.4
Interruption of Services. In no
event shall Landlord be liable for damages resulting from the failure to
furnish HVAC, elevator, water, janitor, or other service, and, unless caused by
the gross negligence or intentional acts of Landlord, any interruption in services or failure to provide
services shall in no manner constitute an eviction of Tenant or entitle Tenant
to abatement of any Rent due under
this Lease.


          19.5
Access Systems. If at any time during the Lease Term the
Building Project has any type of card access system for the Parking Areas or the Building, Tenant shall
purchase access cards for all occupants of the Premises from Landlord at a
building standard charge and shall comply with building standard terms relating
to access to the Parking Areas and the Building.


          19.6
Exclusions. The services to be provided by Landlord under
the terms of this Lease shall not include any maintenance or replacement of non-standard Building items such as
kitchen or breakroom fixtures and appliances (including but not limited to disposals, sump pumps, dishwashers,
water heaters, refrigerators and icemakers), special air conditioning or
heating units, and card access systems or special facilities such as showers.
All costs for the maintenance or replacement of such items shall be the obligation of Tenant.


20. SECURITY DEPOSIT: The Security Deposit shall be paid to Landlord on
the Date of this Lease as security for Tenant’s full and faithful performance of this Lease including the payment of
Rent. The Security Deposit may be commingled with other funds of Landlord and Landlord shall have
no liability for interest on the Security Deposit. Landlord may use, apply, or
retain the whole of any part of
the Security Deposit to the extent required for the payment of any Rent or for
any sum that Landlord may be required to expend by reason of Tenant’s default
under any of the provisions of this Lease. If Landlord uses, applies, or
retains the whole or any part of the
Security Deposit, Tenant shall deliver to Landlord the amount necessary to
replenish the Security Deposit to its original sum within five days after notification from Landlord of the amount due.
In the event of a sale, lease, or encumbrance of the Building Project or any
part of the Building Project, Landlord shall have the right to transfer the
Security Deposit to the purchaser, landlord, tenant, or mortgagee and if the
Security Deposit is transferred, Landlord shall thereafter be relieved from any
liability concerning the Security Deposit. If Tenant fully and faithfully complies
with all of the terms, covenants, and conditions of this Lease, any part of the
Security Deposit not used or
retained by Landlord under the terms of this Lease shall be returned to Tenant
within forty-five days after the
expiration of the Lease Term and after Tenant’s delivery of possession of the
Premises to Landlord.


21. GOVERNMENTAL REGULATIONS AND INSURANCE REQUIREMENTS:


          21.1
Tenant to Comply. Tenant shall promptly comply with all laws,
orders, and regulations of all county, municipal, state, federal, and
other applicable governmental authorities, including the Environmental Laws,
and all recorded covenants and restrictions
affecting the Building Project, now in force, or that may hereafter be in
force, pertaining to Tenant or its use of the Premises, and shall faithfully observe, in the use of the Premises, all
municipal and county ordinances and state and federal laws now in force or that may hereafter be in force, that
shall impose any duty on Tenant concerning the Premises or the use or occupancy
of the Premises. At Landlord’s
option, any required compliance, installation, and maintenance may be performed
by Landlord, at Tenant’s expense, to
be paid by Tenant promptly when billed by Landlord.


          21.2
Insurance
Requirements. Tenant shall comply
with all requirements of the Board of Fire Underwriters of the State where the
Premises are located or any other similar body affecting the Premises and shall
not use the Premises in a manner that shall increase the rate of fire insurance
or other insurance of Landlord over that in effect during the year before the
Commencement Date. If the use of the
Premises by Tenant increases any insurance rate concerning the Building
Project, Tenant shall reimburse Landlord for the additional costs.


          21.3
Alterations Required by ADA.
If, as a result of Tenant’s use of the Premises or the making of any
Alterations by Tenant, any additions,
alterations, or improvements shall be required to be made to any part of the
Premises or the Building Project to comply with any requirements of the
ADA, Tenant shall be solely responsible for the costs incurred to effect such
compliance. If the










work required is within
the Premises, Tenant shall perform such work, subject to the provisions of
Article 8. If the work required is outside the Premises, Landlord shall perform
such work and Tenant shall reimburse Landlord within ten (10) days of receipt
of Landlord’s invoice. 


22. SIGNS: Tenant will not place or
permit to be placed or maintained on any portion of the Building Project,
including on any exterior door, wall, or window of the Premises, or within the
interior of the Premises, if visible from the exterior of the Premises, any
signage or advertising matter of any kind, without first obtaining Landlord’s
written approval and consent, which may be arbitrarily withheld.
Notwithstanding the foregoing. Tenant shall be permitted to place a Building Standard
sign bearing its name on or adjacent to the entrance door to the
Premises and will be furnished a single listing of its name in the Building’s
Directory, all in accordance with the
criteria adopted from time to time by Landlord for the Building Project. Any
changes or additional listings in the Directory shall be furnished (subject to
availability of space) for a Building standard charge.


23. BROKER: Landlord and
Tenant represent and warrant that they neither consulted nor negotiated with
any broker or finder regarding the Premises, except the Landlord’s Broker and
the Tenant’s Broker (if any). Landlord and Tenant agree to indemnify, defend,
and save the other harmless from and against any claims for fees or commissions
from anyone other than the Landlord’s Broker or the Tenant’s Broker with whom
they have dealt in connection with the Premises or this Lease including
attorneys’ fees actually incurred at hourly rates without reference to statute
in defending any claim. Landlord shall indemnify and hold Tenant harmless against payment of any leasing commission
due the Landlord’s Broker or the Tenant’s Broker in connection with this Lease.
If the laws of the state in which the Building Project is located provide the
Tenant’s Broker the right to file a lien against the Building Project or any portion thereof to protect its
rights, Tenant shall be obligated to obtain a lien waiver from Tenant’s Broker
as a condition to Landlord paying
Tenant’s Broker.


24. QUIET
ENJOYMENT: Landlord
covenants and agrees that, on Tenant’s paying Rent and performing all of the
other provisions of this Lease on its part to be performed, Tenant may
peaceably and quietly hold and enjoy the Premises for the Lease Term without
material hindrance or interruption by Landlord or any other person claiming by,
through, or under Landlord, subject, nevertheless,
to the terms, covenants, and conditions of this Lease and all existing or
future ground leases, underlying leases, mortgages, or deeds of trust encumbering the Building Project. Notwithstanding
the foregoing, Landlord may temporarily close the Building Project and
preclude access to the Premises in the event of repairs, casualty, governmental
requirements, emergency or natural
disaster.


25. END OF TERM:


          25.1
Surrender Obligations. Tenant
shall surrender the Premises to Landlord at the expiration or sooner
termination of this Lease in good order and
condition, broom clean, except for reasonable wear and tear and damage by fire
or other casualty covered by the property insurance carried or required
to be carried by Landlord under this Lease. Unless Landlord shall have
consented in writing to Tenant’s holding over, Tenant shall be liable to
Landlord for all damages, including any consequential damages, that Landlord may suffer by reason of any holding over
by Tenant, including any claims made by any succeeding tenant founded on any
delay. Tenant shall also be obligated to pay Landlord, throughout any holdover
period, on a monthly basis for
all or any portion of a month that
Tenant remains in possession, 200% of the monthly Rent in effect as of the
expiration of the Lease Term. Any holdover by Tenant hereunder shall be a tenancy-at-will, and shall be terminable at
will by Landlord.


          25.2
Landlord’s
Property. The term “Landlord’s Property” shall mean all
fixtures, equipment, improvements, appurtenances,
and carpeting, attached to or built into the Premises at the Commencement Date
or during the Lease Term, whether or not by or at the expense of Tenant,
and any personal property in the Premises on the Commencement Date, unless the
personal property was paid for by Tenant. All Alterations, whether temporary or
permanent in character, including HVAC equipment, wall coverings, carpeting and other floor coverings, ceiling tiles, blinds
and other window treatments, lighting fixtures and bulbs, built in or attached shelving, built in furniture, millwork,
counter tops, cabinetry, all doors (both exterior and interior), bathroom
fixtures, sinks, kitchen area
improvements, and wall mirrors, made by Landlord or Tenant in or on the
Premises shall be deemed Landlord’s Property. All of Landlord’s Property
shall be and remain a part of the Premises at the expiration or sooner
termination of the Lease Term (without
compensation to Tenant) and shall not be removed or replaced by Tenant without
the prior written consent of Landlord.


          25.3
Tenant’s Property. The term
“Tenant’s Property” shall mean all
moveable machinery and equipment, including moveable communications equipment
and moveable office equipment, that are installed in the Premises by or for the
account of Tenant without expense to
Landlord and that can be removed without damage to the Premises or the Building
Project, and all moveable furniture, furnishings, and other articles of
moveable personal property owned by Tenant and located in the Premises. Tenant’s Property may be removed by Tenant at any
time during the Lease Term; provided, however, Tenant shall repair or pay the cost
of repairing any damage to the Premises or to the Building Project resulting
from the initial installation or removal, or both, of Tenant’s Property. Landlord hereby agrees to waive the benefit of any
statutory landlord’s lien on Tenant’s Property and acknowledges that this Lease does not grant to
Landlord a contractual landlord’s lien on Tenant’s Property.










          25.4
Removal and Restoration Obligations. On
the expiration or sooner termination of the Lease Term, Tenant, at its expense, shall remove from the Premises all of
Tenant’s Property (except those items that Landlord shall have expressly
permitted remain, which items shall become the property of landlord) and all
Alterations that Landlord designates by notice to Tenant. Tenant shall
also repair any damage to the Premises and the Building Project caused by the
removal. Any items of Tenant’s Property that shall remain in the Premises after
the expiration or sooner termination of the Lease Term, may, at the option of
Landlord, be deemed to have been abandoned, and may be disposed of by Landlord,
without accountability to Tenant or any other party, at Tenant’s expense.


26. COLLECTION
COSTS: Upon the occurrence of any
Monetary Default or Nonmonetary Default, Landlord shall be entitled to
be reimbursed by Tenant for all costs and expenses, including reasonable
attorneys’ fees actually incurred at hourly rates without reference to statute and court costs, incurred by Landlord to
regain possession of the Premises, to enforce Tenant’s obligations under this Lease or to collect past due Rent or
other damages arising out of such Monetary Default or Nonmonetary Default.


27. NOTICES: Any bill,
notice, or demand from Landlord to Tenant may be delivered personally at the
Premises or sent by certified mail,
telecopier, or overnight delivery service to Tenant’s Notice Address. Any such
communication shall be deemed to have been
given at the time sent. Any notice from Tenant to Landlord must be sent by
registered or certified mail to the Landlord’s Notice Address. If any
communication is returned to the addressor because it is refused, unclaimed, or
the addressee has moved, or is otherwise
not delivered or deliverable through no fault of the addressor, effective
notice shall still be deemed to have been given.


28. SUCCESSORS AND ASSIGNS; PERSONS BOUND: This
Lease shall bind and inure to the benefit of the heirs, personal representatives, administrators, and, except as
otherwise provided, the successors or assigns of the parties to this Lease.


29. JURY WAIVER; COUNTERCLAIMS: LANDLORD AND
TENANT WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING,
OR COUNTERCLAIM INVOLVING ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE. TENANT FURTHER WAIVES
THE RIGHT TO INTERPOSE ANY PERMISSIVE COUNTERCLAIM
OF ANY NATURE IN ANY ACTION TO OBTAIN POSSESSION OF THE PREMISES.


30. TIME IS OF THE ESSENCE: Time is of the
essence as to all of the obligations of Tenant under this Lease.


31. IMPOSSIBILITY
OF PERFORMANCE: For
purposes of this Lease, the term “Unavoidable Delay” shall mean any delays due
to strikes, lockouts, civil commotion, warlike operations, invasion, rebellion,
hostilities, military or usurped power, sabotage, government regulations or controls, inability to obtain any
material, utility, or service because of governmental restrictions, hurricanes,
floods, or other natural disasters, acts of God, or any other cause beyond the
direct control of the party delayed (not including
the insolvency or financial condition of that party or the increased cost of
obtaining labor and materials). Notwithstanding anything in this Lease to the
contrary, if Landlord or Tenant shall be delayed in the performance of any act
required under this Lease by reason (other than the payment of Rent or any
other monetary obligations) of any Unavoidable Delay, then provided notice of
the Unavoidable Delay is given to the other party within ten days after
its occurrence, performance of the act shall be excused for the period of the
delay and the period for the performance of the act shall be extended for a
reasonable period, in no event to exceed a period
equivalent to the period of the delay. 


32. RELOCATION
OF TENANT: Landlord may
move Tenant from the Premises to a reasonably equivalent space comparable in size and layout within the Building
Project at any time upon not less than thirty days’ notice to Tenant. Landlord
shall pay the reasonable costs of moving Tenant’s Property to the new space.
Such a relocation shall not terminate or otherwise affect or modify this
Lease except that from and after the date of the relocation, the “Premises” shall
refer to the relocation space into which Tenant
has been moved, rather than the original Premises as defined in this Lease.


33. PARKING: As long as
Tenant is entitled to the possession of the Premises, Tenant shall be entitled
to use the number of parking spaces in the
Parking Areas that corresponds to the Parking Ratio, rounded down to the
nearest whole number. Tenant shall not have the right to lease or otherwise use
more than the number of parking spaces set forth above. The parking spaces may
only be used by principals, employees, and guests of Tenant. Except for
particular spaces and areas designated from time to time by Landlord for
visitor and/or reserved parking, if any, all parking in the Parking Areas shall
be on an unreserved, first come, first served basis. Landlord reserves the
right to (a) reduce the number of spaces in the Parking Areas as long as the
number of spaces remaining is in compliance
with all applicable governmental requirements; (b) to reserve spaces for the
exclusive use of specific tenants, visitors or other parties; and (c) change
the access to the Parking Areas, provided that some manner of reasonable access
to the Parking Areas remains after
the change; and none of the foregoing shall entitle Tenant to any claim
against Landlord or to any abatement of Rent.










34. GENERAL PROVISIONS:


          34.1
Construction of Language: The
word “including” when used in this Lease shall be deemed to mean “including,
but not limited to”. This Lease has been negotiated “at arm’s length” by Landlord
and Tenant, each having the opportunity to be represented
by legal counsel. Therefore, this Lease shall not be more strictly construed
against either party by reason of the fact that one party may have drafted this Lease.


          34.2
Severability: If any provision of this Lease or the application
of a provision to any person or circumstance shall, to any extent, be invalid or unenforceable, the
remainder of this Lease shall remain in full force and effect and the invalid
or unenforceable provision shall be reformed, if possible, so as to
accomplish most closely the intent of the parties consistent with applicable law.


          34.3
Integration: This Lease
shall constitute the entire agreement of the parties concerning the matters
covered by this Lease. All prior understandings and agreements had between the
parties concerning those matters, including all lease proposals, letters of intent, and similar documents, are
merged into this Lease, which alone fully and completely expresses their
understanding.


          34.4
Amendment: This Lease may
not be amended, modified, altered, or changed in any respect, except by further
agreement in writing duly executed on
behalf of Landlord and Tenant.


          34.5
Exhibits and
Riders: All exhibits and riders attached
to this Lease shall, by this reference, be incorporated into this Lease.


          34.6
Fax Transmissions: This
Lease may be transmitted between the parties by facsimile machine. Landlord and
Tenant intend that faxed signatures
constitute original signatures and that a faxed Lease containing the signatures
(original or faxed) of Landlord and
Tenant is binding on Landlord and Tenant.


          34.7
Counterparts: This Lease may be executed by the parties signing
different counterparts of this Lease, which counterparts together shall constitute the agreement of the parties.


          34.8
Survival.: Any liability or
obligation of Landlord or Tenant arising during the Lease Term shall survive
the expiration or earlier
termination of this Lease.


          34.9
Governing Law.: This Lease shall
be construed according to and governed by the internal laws (without regard to any conflict of laws rule or principle that would
give effect to the laws of another jurisdiction) of the state in which the
Premises are situated.










          IN
WITNESS WHEREOF, this Lease has been executed on behalf of Landlord and Tenant
as of the Date of this Lease.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
LANDLORD:


	
 

	
 


	
 

	
SEQUOIA
 INVESTMENTS XIV, LLC, an Alaska limited liability company


	
 

	
 


	
 

	
By: Security National Master Manager, LLC, its
 Manager


	
 

	
 


	
 

	
 

	
By:

	


	
 


	
 

	
 

	
 

	 

	
 


	
 

	
 

	
Print Name: S. Blake Mendheim

	
 


	
 

	
 

	
Title: Authorized Agent

	
 


	
 

	
 

	
 

	
 


	
 

	
Date Executed: 2-27-08 


	
 

	
 


	
 

	
TENANT: 

	
 


	
 

	
 

	
 

	
 


	
 

	
WILLING HOLDING, INC.,  


	
 

	
A Florida corporation 


	
 

	
 


	
 

	
By:

	


	
 


	
 

	
 

	 

	
 


	
 

	
Name: Gideon Taylor

	
 


	
 

	
Title: CEO

	
 


	
 

	
 

	
 


	
[CORPORATE
 SEAL]


	
 

	
 


	
 

	
Date Executed: 20 Feb 08
 
















EXHIBIT “A”


LEGAL DESCRIPTION OF PROPERTY


Being Parcel 8, Tract 3, “Second
Resubdivision of Parcels 7 and 8, Tract 3, Koger Executive Center”, as recorded
in the Office of the Register of
Deeds of Guilford County, North Carolina, in Book 69, page 41, and being more
particularly described as follows:


	
 

	
 


	
 

	
Beginning at the most westerly
 corner of said Parcel 8, said point being on the easterly right-of-way line
 of Centerview Drive (150’ R/W) as
 shown on said plat; thence along the easterly right-of-way line of Centerview
 Drive the following two (2) courses and distances: 1) with a curve to the
 right having a radius of 50.65 feet and a chord which bears North 25°47’50”
 East 44.72 feet, an arc distance of 46.33 feet; and 2) North 52°00’00” East
 241.66 feet to the most northerly corner of said Parcel 8; thence South 63°56’10”
 East 132.41 feet to a point; thence South 47°08’00” East 172.00 feet to a
 point; thence South 43°16’10” West 20.00 feet to a point; thence South 47°08’00”
 East 115.50 feet to the most easterly corner of said Parcel 8; thence South
 43°16’10” West 305.00 feet to the most southerly corner of said Parcel 8;
 thence North 45°48’00” West 316.65
 feet to a point; thence North 06°20’25” West 45.28 feet to a point; thence
 North 67°13’00” West 91.95 feet to the
 Point of Beginning. Containing 132,004 square feet or 3.030 acres, more or
 less.
















EXHIBIT
“B”


SKETCH OF PREMISES



 


Leasing and Management
Office: 2211 West Meadowview Road, Greensboro, North Carolina 27407 (336)
294-6785










EXHIBIT “B-1”


SKETCH OF PREMISES


 


Leasing and
Management Office: 2211 West Meadowview Road, Greensboro, North Carolina 27407
(336) 294-6785










EXHIBIT “C”


RULES AND REGULATIONS


          1. The
sidewalks and public portions of the Building
Project shall not be obstructed or encumbered by Tenant or its employees, agents, invitees, or guests nor shall
they be used for any purpose other than ingress and egress.


          2. No
curtains, blinds, shades, louvered openings,
or screens shall be attached to or hung in, or used in connection with, any
window or door of the Premises, without the prior written consent of Landlord,
which consent may be arbitrarily withheld by Landlord.
No aerial or antenna shall be erected on the roof or exterior walls of the
Premises or on the Building Project without the prior written consent of Landlord, which consent may be arbitrarily
withheld.


          3. The
plumbing fixtures shall not be used for any
purpose other than those for which they were constructed, and no sweepings, rubbish, rags, or other substances
shall be thrown in them.


          4. No
bicycles, motorcycles, motorized vehicles or
animals of any kind (except dogs assisting disabled persons) shall be brought on the Premises or Building Project.


          5. No
cooking shall be done or permitted by Tenant on
the Premises. Conventional coffee-makers, microwave ovens and vending machines
may be installed exclusively for the use of Tenant, its employees and guests.
Tenant shall not cause or permit any unusual or objectionable odors to be
produced on or permeate from the Premises.


          6. Tenant
shall not make or permit to be made any
unseemly or disturbing noises or disturb or interfere with occupants of the
Building Project or neighboring premises or those having business with them.


          7. Neither
Tenant nor any of Tenant’s employees, agents, invitees, or guests shall at any
time bring or keep on the Premises any
inflammable, combustible, or explosive substance or any chemical substance,
other than reasonable amounts of cleaning fluids and solvents required in the normal operation of Tenant’s
business, all of which shall only be used in strict compliance with all
applicable Environmental Laws.


          8. Landlord
shall have a valid pass key to all spaces within the Premises at all times
during the Lease Term. No additional locks or bolts of any kind shall be placed
on any of the doors or windows by Tenant, nor shall any changes be made in existing locks or the mechanism of the locks,
without the prior written-consent of the Landlord and unless and until a
duplicate key is delivered to
Landlord. Tenant must, on the termination of its tenancy, return to Landlord
all keys to stores, offices, and toilet rooms.


          9. All
deliveries, removals, or the carrying in or
out of any safes, freights, furniture, or bulky matter of any description may be accomplished
only in accordance with Landlord’s approved procedures and then only in and
through approved areas, during approved
hours. If any items will exceed the designed floor load capacity of the
Premises, Tenant may not install such items unless Tenant installs structural reinforcement, at
Tenant’s expense, as directed by Landlord.


          10. Tenant
shall not create or use any advertising
mentioning or exhibiting any likeness of the Building Project without the prior written consent of Landlord.


          11. Landlord
reserves the right to exclude from the
Building Project at all times other than Normal Business Hours all persons who
do not present a pass to the Building Project on a form or card approved by Landlord.


          12. The
Premises shall not be used for lodging or
sleeping.


          13. Canvassing,
soliciting, and peddling within the
Building Project or in the Common Areas is prohibited.


          14. There
shall not be used in any space, or in the
public halls of the Building Project, either by Tenant or by jobbers or others, in the delivery or receipt of merchandise
to Tenant, any hand trucks, except those equipped with rubber tires and side
guards. No hand trucks shall be used
in elevators other than those designated by Landlord as service elevators. All deliveries shall be confined to the service
areas and through the
approved service entries.


          15. In
order to obtain maximum effectiveness of the cooling system. Tenant shall
lower and/or close venetian or vertical blinds
or drapes when the sun’s rays fall directly on the exterior windows of the
Premises.










          16.
Tenant, its employees, agents,
contractors, and invitees shall not be permitted to occupy at any one time more
than the number of parking spaces in
the Parking Areas permitted in the Lease (including any packing spaces reserved
exclusively for Tenant). Usage of parking spaces shall be in common with
all other tenants of the Building Project and their employees, agents, contractors, and invitees. All parking space
usage shall be subject to any reasonable rules and regulations for the safe and
proper use of parking spaces that
Landlord may prescribe. Tenant’s employees, agents, contractors, and invitees
shall abide by all posted roadway
signs in and about the parking facilities. Landlord shall have the right to tow
or otherwise remove vehicles of Tenant and its employees, agents, contractors,
or invitees that are improperly parked, blocking ingress or egress lanes, or
violating parking rules, at the
expense of Tenant or the owner of the vehicle, or both, and without liability
to Landlord. Upon request by Landlord, Tenant shall furnish Landlord with the license numbers and
descriptions of any vehicles of Tenant, its principals, employees, agents, and contractors. Tenant acknowledges that reserved
parking spaces, if any, shall only be reserved on Business Days during the
hours of 8:00 a.m. to 5:00 p.m.


          17.
Parking spaces may be used for the
parking of passenger vehicles only. Overnight parking in the Parking Areas is prohibited. Landlord, in Landlord’s sole and
absolute discretion, may establish from time to time a parking decal or pass
card system, security check-in, or other reasonable mechanism to restrict
parking in the Parking Areas. All trucks and delivery vans shall be parked in
designated areas only and not parked in spaces reserved for cars. All loading
and unloading of goods shall be done only at the times, in the areas, and through the entrances designated for loading
purposes by Landlord.


          18.
Tenant shall be responsible for the
removal and proper disposition of all crates, oversized trash, boxes, and other
similar items other than customary
trash generated by general office use.


          19.
Landlord shall not be responsible
for lost or stolen personal property, equipment, or money occurring within the Premises or Building Project, regardless of how
or when the loss occurs.


          20.
Neither Tenant, nor its employees,
agents, invitees, or guests, shall paint or decorate the Premises, or mark,
paint, or cut into, drive nails or
screw into nor in any way deface any part of the Premises or Building Project
without the prior written consent of Landlord. Notwithstanding the foregoing,
standard picture hanging shall be permitted without Landlord’s prior consent.


          21.
Tenant shall not install, operate, or
maintain in the Premises or in any other area of the Building Project, any electrical equipment that does not bear the U/L
(Underwriters Laboratories) seal of approval, or that would overload the
electrical system or any part of the
system beyond its capacity for proper, efficient, and safe operation as
determined by Landlord. Tenant shall not
furnish any cooling or heating to the Premises, including the use of any
electronic or gas heating devices, without Landlord’s prior written consent.


          22.
The Building Project is deemed to be
a “no smoking” area and smoking is prohibited throughout all interior portions of the Building Project. In the exterior
Common
Areas, individuals may smoke only in designated areas and will place all
cigarette butts in designated receptacles.


          23.
Tenant shall not allow the Premises
to be occupied by more than five persons per 1,000 square feet of rentable
area.


          24.
Tenant will take all steps necessary
to prevent: inadequate ventilation, emission of chemical contaminants from
indoor or outdoor sources, or both, or emission of biological contaminants.
Tenant will not allow any unsafe levels of chemical or biological
contaminants (including volatile organic compounds) in the Premises, and will
take all steps necessary to prevent the release
of contaminants from adhesives (for example, upholstery, wallpaper, carpet,
machinery, supplies, and cleaning agents).


          25.
Tenant shall comply with any
recycling programs for the Building Project implemented by Landlord from time
to time.


          26.
Landlord has the right during
periods of civil unrest to close and lock the Building exterior doors for the
safety of the Building and occupants.
This decision will be solely the option of Landlord, and Landlord shall not be
liable for any omission or commission
in implementing this procedure.


          27.
Tenant shall cooperate fully with
the life-safety plans of the Building established and administered by Landlord,
including participation by Tenant in
exit drills, fire inspections, life-safety orientations.


          28.
Whenever these Rules and Regulations directly conflict with any of the rights
or obligations of Tenant under this Lease, this Lease shall govern. These Rules
and Regulations may be reasonably modified by Landlord from time to lime.
Landlord may waive any of the Rules and Regulations, in writing, but any such
waiver shall apply only to the tenant and to the extent set forth in written
waiver.










EXHIBIT
“D”


TENANT
IMPROVEMENTS


          Landlord
agrees to perform the work described below, using Landlord’s Building standard
finishes. Landlord shall use reasonable efforts to complete the Work by the
Commencement Date set forth below. Landlord shall not perform any additional alterations, additions, or improvements in order
to make the Premises suitable and ready for occupancy and use by Tenant. Tenant
has inspected the Premises, is fully
familiar with the physical condition of the Premises, and shall accept the
Premises “as is,” “where is,” and
without any warranty, express or implied, or representation as to fitness or suitability, prior to or
upon the “Commencement Date.”


          If
and for as long as Tenant is not in default under this Lease beyond any
applicable grace period, the costs associated with the work described
below (“Work Cost”) shall be borne
by Landlord. In the event of such a default under this Lease which is not cured by Tenant within the applicable grace
period, Tenant shall pay to Landlord the Work Cost within five (5) days of
receipt of a notice from Landlord as
to the amount.


          The
“Commencement Date” shall mean April 1, 2008.


          If
the Commencement Date is delayed or Landlord is unable to deliver possession of
the Premises on the Commencement Date
by reason of the holding over of any prior tenant, delay caused by any
alteration or construction work, or for any other reason not attributable to fault on the part of Tenant, Tenant
shall not be required to commence payment of any form of Base Rent or Operating
Costs due under this Lease until the Commencement Date has occurred, but the
Lease Term shall not be extended due to such delay.


          The
work to be performed by Landlord is as follows:


Landlord, at its sole cost and expense and using
building-standard materials and finishes, agrees to:


	
 

	
 


	
•

	
Paint the Premises


	
 

	
 


	
• 

	
Install new carpet 


	
 

	
 


	
• 

	
Install hall door in Offer Space 
















EXHIBIT “E”


(CONFIRMATION OF COMMENCEMENT DATE


	
 

	
 

	
 


	
February
 19, 2008

	
 

	



	
 

	
 


	 

	
 


	
 

	
 


	 

	
 


	
 

	
 


	 

	
 


	
 

	
 


	 

	
 





Re: Lease Agreement
(the “Lease”) dated ___________________, 200 __, between Sequoia
Investments XIV, LLC, an Alaska limited liability company (“Landlord”),
and ___________________, a ______________ (“Tenant”). Capitalized terms
used herein but not defined shall be given the meanings assigned to them in the
Lease.


Ladies and Gentlemen:


Landlord and Tenant agree as
follows:


1. Condition of
Premises. Tenant has accepted possession of the Premises
pursuant to the Lease. Any improvements required by the terms of the Lease to
be made by Landlord have been completed to the full and complete satisfaction
of Tenant in all respects except for
the punchlist items described on Exhibit A hereto (the “Punchlist Items”), and except for such
Punchlist Items, Landlord has
fulfilled all of its duties under the Lease with respect to such initial tenant
improvements. Furthermore, Tenant acknowledges that the Premises are suitable for the Permitted Use.


2. Commencement
Date. The Commencement
Date of the Lease is _________, 200___.


3. Expiration
Date. The Term is
scheduled to expire on _________, 200___.


4. Contact Person. Tenant’s contact
person in the Premises is:


	
 

	
 

	
 


	 

	
 


	
 

	
 

	
 


	 

	
 


	
 

	
 

	
 


	 

	
 


	
Attention:

	
 

	
 


	
 

	 

	
 


	
Telephone:

	
 

	
 


	



	
 


	
Telecopy:

	
 

	
 


	



	
 





5. Ratification. Tenant hereby ratifies and confirms its
obligations under the Lease, and represents and warrants to Landlord that it
has no defenses thereto. Additionally, Tenant further confirms and ratifies
that, as of the date hereof, (a) the Lease is and remains in good standing and
in full force and effect, and (b) Tenant has no claims, counterclaims, set-offs
or defenses against Landlord arising
out of the Lease or in any way relating thereto or arising out of any other
transaction between Landlord and Tenant.


6. Binding
Effect; Governing Law.
Except as modified hereby, the Lease shall remain in full effect and this
letter shall be binding upon Landlord
and Tenant and their respective successors and assigns. If any inconsistency
exists or arises between the terms of this letter and the terms of the Lease,
the terms of this letter shall prevail. This letter shall be governed by the
laws of the state in which the
Premises are located.


Please indicate your agreement to
the above matters by signing this letter in the space indicated below and
returning an executed original to
us.


	
 

	
 


	
Sincerely,

	
Agreed and accepted:


	
 

	
[TENANT’S SIGNATURE BLOCK],





Sequoia Investments XIV, LLC

by Security National Master Manager,
LLC, its Manager


	
 

	
 

	
 

	
 

	
 


	
An Alaska limited liability
 company 

	
 

	
a 

	
 


	
 

	
 

	
 

	  



	
 


	
By:

	
 

	
 

	
By: 

	
 


	
 

	 

	
 

	  



	
Name: S. Blake Mendheim

	
 

	
Name: 

	
 


	
 

	
 

	
 

	  



	
 


	
Title: Authorized Agent

	
 

	
Title: 

	
 


	
 

	
 

	
 

	  

















EXHIBIT


PUNCHLIST ITEMS


Please insert any punchlist
items that remain to be performed by Landlord. If no items are listed below by
Tenant, none shall be deemed to exist.