Exhibit 10.10


LEASE


 


This
Lease Agreement is made to be effective as of February 20, 2006, by and
between PREMIER FLEX CONDOS, LLC,
a Virginia limited liability company (“Landlord”), and Fairfield Language Technologies, Inc.
(“Tenant”).


 


BASIC LEASE TERMS


 


	
  Landlord:

  	
  Premier
  Flex Condos, LLC, a Virginia limited liability company

  
	
   

  	
   

  
	
  Tenant:

  	
  Fairfield
  Language Technologies, Inc., of 135 West Market Street, Harrisonburg, VA
  22801

  
	
   

  	
   

  
	
  Premises:

  	
  16,000
  square feet, within the Building on the Property (as later defined), and any
  other spaces, facilities or appurtenances as may be set forth herein, as
  shown on Exhibit A

  
	
   

  	
   

  
	
  Term:

  	
  Approximately
  five (5) years, commencing on May 1, 2006, (the “Commencement Date”) and
  expiring on April 30, 2011, (the “Expiration Date”) unless sooner
  terminated as provided herein or by law.

  
	
   

  	
   

  
	
  Termination
  Option:

  	
  o  Tenant
  may terminate the Lease (a) effective two (2) years prior to the
  Expiration Date
  or           , 20     ,
  by delivering written notice of termination to Landlord on or before four
  (4) months prior thereto, or           ,
  20    , together with a termination fee of $            ,
  or (b) effective one (1) year prior to the Expiration Date,
  or           ,
  20    , by delivering written notice of termination to
  Landlord on or before four (4) months prior thereto, or            ,
  20    , together with a termination fee of
  $         .

   

  or    x Not
  Applicable.

  
	
   

  	
   

  
	
  Extension Option:

  	
  x  Lessee
  may extend the Term for two (2) additional consecutive periods of three
  (3) years, with each period being in accordance with the provisions of
  this Lease,

   

  or    o  Not Applicable.

  
	
   

  	
   

  
	
  Target Occupancy Date:

  	
  May 1,
  2006

  
	
   

  	
   

  
	
  Deadline Occupancy Date:

  	
  May 31,
  2006

  



 


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  Base Annual Rent:

  	
  $5.75
  per square foot of the Premises, which equates to $92,000 per year, payable
  in equal monthly installments of.$7,667.

  
	
   

  	
   

  
	
  Operating Expenses and Taxes:

  	
  o
  $         per square foot of the
  Premises, or x
  proportionate share per the Lease of 25% initially estimated to be $600/mo.

  
	
   

  	
   

  
	
  Security Deposit:

  	
  $7,500

  
	
   

  	
   

  
	
  Lease Fee:

  	
  $ None

  
	
   

  	
   

  
	
  Permitted Use:

  	
  Software
  packaging and distribution

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Addresses:

  	
  Landlord:

  	
  Premier
  Flex Condos, LLC

  
	
   

  	
   

  	
  c/o
  InterChange Group, Inc. 

  
	
   

  	
   

  	
  Attn:
  Devon C. Anders

  
	
   

  	
   

  	
  1346
  Pleasants Drive, Suite 6 

  
	
   

  	
   

  	
  Harrisonburg,
  VA 22801 

  
	
   

  	
   

  	
  Facsimile:       540-442-1632

  
	
   

  	
   

  	
   

  
	
   

  	
  Tenant:

  	
  Fairfield
  Language Technologies, Inc.

  
	
   

  	
   

  	
  Attn: Charles
  E. Wilson

  
	
   

  	
   

  	
  135
  West Market Street

  
	
   

  	
   

  	
  Harrisonburg,
  VA 22801

  
	
   

  	
   

  	
  Facsimile:       540-432-0953

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Landlord Improvements/Alterations:

  	
  Addendum governing Landlord
  improvements o is x is not
  attached to this Lease.

  
	
   

  	
   

  
	
  Tenant Improvements:

  	
  Addendum
  governing Tenant Improvements o is x is not
  attached to this Lease.

  
	
   

  	
   

  
	
  Guaranty/ Security:

  	
  Lease
  is secured by None (If none, so state)

  
	
   

  	
   

  
	
  Broker:

  	
  None                   (If none, so state)

  
	
   

  	
   

  
	
  Other Terms:

  	
  Company
  cat is permitted inside the Premises. Lease is subject to approval by
  Landlord’s lender CPI adjustment in 2.01 will not apply until May 1,
  2009 for the change in the index from March 2008 to February 2009.

  
				



 


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ARTICLE 1 – GENERAL PROVISIONS


 


1.01            Premises. Subject to
and upon the terms and conditions of this Lease, Landlord leases to Tenant, and
Tenant leases from Landlord the Premises as defined in the Basic Lease Terms
and shown on Exhibit A,          
together with all improvements thereon and appurtenances thereto (the “Property”).


 


Tenant
shall have the right to use, in common with others, the “Common Areas” serving
the Property, which include the entrance area, sidewalks surrounding the
Building and other areas not located within the Premises which are designated
by Landlord for use by Tenant in common with others, in each case for the
designated purpose(s) and in accordance with the terms of this Lease.
Landlord shall have the right from time to time to change, enlarge, diminish or
rearrange the area, level, location and arrangement of the Common Areas and do
such things from time to time as in Landlord’s sole discretion may be necessary
regarding the Common Areas, including designation of portions of the Common
Areas for exclusive parking or use by other tenants of the Building, so long as
Tenant’s access to and use of the Premises are not materially impaired thereby.


 


1.02            Use. Tenant shall
use the Premises and Common Areas only as set forth in the Basic Lease Terms,
and for no other purpose without Landlord’s prior written and discretionary
consent. Tenant shall not create or permit a nuisance at the Premises or use
(or permit the use of) the Premises for any immoral or illegal purposes. Tenant
shall conduct its business in such a manner, both with regard to noise and
other nuisances, as will not interfere with, annoy or disturb any other tenant
at the Property in the conduct of its business or Landlord in the management of
the Property. No outside storage (including storage within trailers) is
permitted without the prior written and discretionary consent of Landlord. Any
storage exceptions at the time of the Effective Date are state in the Basic
Lease Terms. Landlord consents to up to two dogs and the company cat being kept
on the Premises or brought onto the Premises by Tenant so long as such animals
remain inside the Building at all times.


 


If
Landlord pre-approves outside trailer storage in its discretion, Tenant
expressly agrees that dropping of trailers shall be accomplished in a manner
that minimizes to the greatest extent practicable any damage to or wear and
tear on the pavement, including without limitation, the use of wood or other buffers
sufficient to minimum the impact on the underlying pavement. Tenant agrees to
indemnify and hold Landlord harmless from and against all costs, expenses and
damages incurred as a result of Tenant’s storage of trailers on the Property,
including without limitation, any damage to the pavement that occurs.


 


1.03            Term. The term of
this Lease shall be for the number of calendar months or years specified in the
Basic Lease Terms. If the Basic Lease Terms afford Tenant an


 


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option
to extend the term of this Lease for one or more additional periods, or to
terminate the Lease early, the exercise of either option shall be governed by
this section.


 


If
Tenant desires to exercise either option, Tenant must deliver written notice of
extension or termination to Landlord at least 120 calendar days prior to the
expiration of the term or period, as further specified in the Basic Lease
Terms, but no such extension or termination shall be allowed or effective if
Tenant is in default of this Lease at the time of notice of exercise or the
commencement date of the extended term or period or at the time of notice of
exercise of the termination.


 


1.04            Condition of
Premises. Landlord has no responsibility for the performance
or cost of any improvements or alterations that Tenant desires be made to the
Premises unless otherwise set forth under the Basic Lease Terms. If any such
responsibility of Landlord is set forth, Landlord shall not be liable for
delays in the completion of such improvements unless caused by the negligence
or willful misconduct of Landlord.


 


Tenant’s
taking occupancy of the Premises shall conclusively establish that Tenant has
inspected the Premises and Common Areas and accepts the Premises and Common
Areas in their “AS IS” condition, with all faults, latent or patent.


 


1.05            Security
Deposit. Tenant shall concurrently with execution of this Lease deposit with
Landlord a Security Deposit in the amount set forth in the Basic Lease Terms.
Landlord shall not be required to keep the Security Deposit separate from its
general funds. The Security Deposit shall be held by Landlord, without
liability for interest, as security for the faithful performance by Tenant of
all of the terms of this Lease. If Tenant fails to pay any Rent or other sums
payable to Landlord when due, or Landlord makes payments on behalf of Tenant,
or Tenant fails to perform any of the terms of this Lease, then Landlord may,
at its option without prejudice to its other rights and remedies, apply the
Security Deposit or a portion thereof to any Rent or other sums due or to the
loss or damage sustained by Landlord due to such breach on the part of Tenant.
Tenant shall, within five days after written demand, restore the Security
Deposit to the original sum in the event Landlord so applies all or any portion
of the Security Deposit. If Tenant fully complies with its obligations under
this Lease, then Landlord shall return the Security Deposit to Tenant within
thirty days after expiration of this Lease. Landlord may apply the Security
Deposit to make any repairs to, or to clean the Premises at the end of the
term, deducting the cost thereof from the Security Deposit. If Tenant fails to
occupy the Premises in accordance with the terms of this Lease, Landlord’s
remedies shall include, without limitation, retention of the Security Deposit.


 


ARTICLE 2 - RENT


 


2.01            Rent.


 


(a)                                  As Base Rent (“Rent”)
for the first three (3) years of the Lease, Tenant shall pay an annual
amount, payable in equal monthly installments, all as set forth


 


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in
the Basic Lease Terms, commencing on the Commencement Date and continuing on
the first day of each calendar month thereafter, in lawful money of the United
States, without notice, demand, offset or deduction, and without abatement,
with proration for any partial month at the beginning or end of the Term.


 


On
the anniversary of the Commencement Date beginning in 2009, and each year
thereafter during the Term, the Base Rent for the succeeding lease year shall
be increased over the then-current Base Rent (compounding the increases) by the
amount of the percentage increase if any, in the All Urban Consumers Price
Index (CPI-U) U.S. City Average, all items (1982-1984 = 100), issued by the
Bureau of Labor Statistics, U.S. Department of Labor (the “Index”) during the
twelve-month period ending three months prior to such adjustment date. No
adjustment will be made for a decrease in the Index. If the Index is discontinued,
Landlord may designate a comparable substitute index.


 


(b)                       All costs,
expenses and amounts other than Rent payable by Tenant pursuant to this Lease
shall be deemed additional rent, and in the event of nonpayment, Landlord shall
have the same rights and remedies as apply to the nonpayment of Rent. lf any
Rent or additional rent is not paid by Tenant within ten days of written demand
for such payment, interest shall accrue and be payable thereon at the rate of
16% per annum.


 


(c)                        Any payment of
Rent not received by Landlord within ten (10) calendar days of the date
due shall incur a late charge of five percent (5%) of the delinquent amount.
The late charge shall apply for each month that any Rent plus penalty remains
unpaid.


 


2.02            Operating Expenses
and Taxes.


 


(a)                        It is the
intention of the parties that the leasing of the Premises to Tenant pursuant to
this Lease is on an absolutely net (sometimes called triple net) basis, and
that Landlord will not be liable to contribute to any costs, charges, impositions,
outlays, contributions or expenses regarding the Premises during the Term
except as expressly provided otherwise in this Lease.


 


(b)                       Tenant agrees
to pay its Proportionate Share (as defined below) of all costs incurred by
Landlord in operating, maintaining, repairing and securing the Premises,
Building and Common Areas that accrue or become due during the Term, including
but not limited to all of the following (the “Common Area Expenses”):


 


(i)         real property taxes
attributable to the Property and the Building,


 


(ii)       costs and expenses of
cleaning, inspecting, repairing, replacing, policing, and maintaining the
Property (including, without limitation, costs of cleaning, snow removal,
sprinkler system maintenance, landscaping, mowing, waste


 


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collection
and disposal, lighting, security, and repairs) and all supplies and materials
related thereto;


 


(iii)                 the costs and
expenses (including without limitation, premiums) of keeping in force hazard
and general liability insurance with respect to the Building and Property; and


 


(iv)                costs and
expenses incurred for electricity, water, gas, alarm systems; fuel and other
utilities, including all connection, maintenance and repair charges, with
respect to the Building and Common Areas, except to the extent separately
metered and the responsibility of Tenant or another tenant of the Building.


 


The
Common Area Expenses shall NOT include the following: (I) capital
investments treated as  capital expenditures on Landlord’s
books in accordance with generally accepted accounting principles, or
(II) amounts for which Landlord receives reimbursement from insurance or
another tenant (to the extent of such reimbursement), or (III) cost of
structural or roof repairs.


 


For
purposes of this Lease, Tenant’s “Proportionate Share” shall equal a
fraction, the numerator of which is the square footage of the Premises and the
denominator of which is the square footage of the Building, as specified in the
Basic Lease Terms.


 


(c) At
the beginning of the Lease and of each calendar year, Landlord shall estimate
the Common Area Expenses for the coming year as well as Tenant’s Proportionate
Share thereof. The annual estimated amount shall be payable by Tenant to
Landlord in twelve (12) equal monthly installments, in advance, on the first
(1st) day of each calendar month, as additional rent, without deduction or
set-off. After the end of each calendar year, Landlord will furnish to Tenant a
statement showing in reasonable detail the actual Common Area Expenses for such
year. Any deficit will be paid by Tenant within thirty (30) days after demand
by Landlord. Tenant will not be liable for any deficit greater than fifteen
(15%)  percent above the annual
estimated amount. Any surplus will be applied against rent thereafter coming
due or refunded to Tenant, at Landlord’s option.


 


If
Tenant disputes Landlord’s determination of Common Area Expenses for any
calendar year, Tenant shall notify Landlord, in writing, within sixty (60)
calendar days after receipt of notice from Landlord of the matter giving rise
to the dispute. If Tenant does not so notify Landlord within that 60-day
period, Tenant shall have waived its right to dispute such determination or
calculation. If Tenant timely disputes any such determination or calculation,
Tenant shall have the right to inspect Landlord’s accounting records at
Landlord’s office during normal business hours, and if, after such inspection,
Tenant still disputes such determination or calculation, a certification as to
the proper amount made by a nationally recognized independent certified public
accounting firm


 


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selected
by Landlord shall be final and conclusive. Tenant shall pay the cost of such
certification unless such certification discloses an error which favors
Landlord by more than five percent of the amount previously determined by
Landlord. If such certification reveals that the amount previously determined
by Landlord was incorrect, a correction shall be made, and either Landlord
shall promptly return to Tenant any overpayment or Tenant shall promptly pay to
Landlord any underpayment which was based on such incorrect amount.
Notwithstanding the pendency of any dispute hereunder, Tenant shall make
payments based upon Landlord’s determination or calculation until such
determination or calculation has been established hereunder to be incorrect.


 


2.03            Utility Charges. Tenant shall
arrange for, in its own name, and pay all charges for electricity, water and
sewer, telephone and communication services and other utility services used,
rendered or consumed by Tenant upon the Premises during the Term which are
separately metered, before any interest or penalty shall accrue thereon.


 


ARTICLE 3 – AFFIRMATIVE OBLIGATIONS


 


3.01            Compliance with
Laws. Tenant, at its sole cost and expense, shall comply with all laws,
ordinances, orders, rules, regulations and other governmental requirements
regarding the use, condition or occupancy of the Premises and Tenant’s
activities thereon, and Tenant shall not use  or permit any other party to use
the Premises in a manner that violates any of said legal requirements.


 


Without
limiting the generality of the foregoing, Tenant shall not nor permit any other
party to bring on the Premises or Property any Hazardous Materials or do
anything that would violate any Environmental Requirements, pose any risk to
Landlord or to the community, or result in an increase in any insurance rate
paid with respect to the Premises, Building or Property.


 


“Hazardous
Materials” means any substance which is or contains (i) any “hazardous
substance” as now or hereafter defined in the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. § 9601
et seq.) (“CERCLA”) or any regulations promulgated under or pursuant to CERCLA;
(ii) any “hazardous waste” as now or hereafter defined in the Resource
Conservation and Recovery Act (42 U.S.C. § 6901 et seq.) (“RCRA”) or
regulations promulgated under or pursuant to RCRA; (iii) any substance
regulated by the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.);
(iv) gasoline, diesel fuel, or other petroleum hydrocarbons;
(v) asbestos and asbestos containing materials, in any form, whether
friable or non-friable; (vi) polychlorinated biphenyls; (vii) radon gas;
and (viii) any additional substances or materials which are now or
hereafter classified or considered to be hazardous or toxic under Environmental
Requirements (as hereinafter defined) or the common law, or any other
applicable laws relating to the Property. Hazardous Materials shall include,
without limitation, any substance, the presence of which on the Property,
(A) requires reporting, investigation or remediation under Environmental
Requirements; (B) causes or threatens to cause a nuisance on the Premises
or adjacent property or poses or threatens to pose a


 


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hazard
to the health or safety of persons on the Premises or adjacent property; or
(C) which, if it emanated or migrated from the Premises, could constitute
a trespass.


 


“Environmental
Requirements” means all laws, ordinances, statutes, codes, rules,
regulations, agreements, judgments, orders, and decrees, now or hereafter
enacted, promulgated, or amended, of the United States, the states, the
counties, the cities, or any other political subdivision, agency or
instrumentally exercising jurisdiction over the owner of the Premises, the
Premises, or the use of the Premises, relating to pollution, the protection or
regulation of human health, natural resources, or the environment, or the
emission, discharge, release or threatened release of pollutants, contaminants,
chemical, or industrial, toxic or hazardous substances or waste or Hazardous
Materials into the environment (including, without limitation, ambient air,
surface water, ground water or land or soil).


 


3.02            Repairs and
Maintenance. Tenant shall not commit waste and shall, at its
sole cost and expense: (a) keep the Premises in a reasonably safe and
clean condition and in good order and repair (including without limitation,
keeping all rubbish and garbage in containers), and (b) perform
maintenance on, and promptly and diligently make all repairs and replacements to
the Premises, as needed, and (c) keep a minimum heated temperature of 40
degrees F at all times to protect the wet sprinkler system from freezing. If
common dumpster areas are designated by Landlord, Tenant shall use such
dumpster areas in accordance with rules reasonably imposed by Landlord.


 


Notwithstanding
the foregoing, and except as otherwise provided in Section 5.02 below,
Landlord agrees to maintain the exterior walls, floor slab, structure and roof
of the Building.


 


3.03            Surrender at
End of Term. Upon the expiration or sooner termination of the
Term, as it may be renewed or extended, Tenant shall promptly quit and
immediately surrender to Landlord the Premises, in good order and condition,
ordinary wear and tear and casualty damage excepted.


 


ARTICLE 4 - NEGATIVE OBLIGATIONS


 


4.01            Alterations. Tenant shall
not make alterations to or construct new improvements on the Premises without
Landlord’s prior written and discretionary consent or unless otherwise set
forth, as of the Effective Date, under the Basic Lease Terms, provided that
Tenant may make interior, non-structural changes to the Premises without
Landlord’s prior written consent but with prior notice to Landlord so long as
such changes will not result in damage to the Premises or the Building upon
removal at conclusion of the Term or interfere with operations or use of other
tenants or Landlord. All alterations shall be performed and completed in a good
and workmanlike manner in compliance with all applicable laws, rules,
regulations and ordinances.


 


4.02            Mechanics’
Liens. Tenant shall pay or cause to be paid all costs and charges for work
done by it or caused to be done by it on the Premises and for all


 


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materials
furnished for or in connection with such work. Tenant hereby indemnifies and
agrees to hold Landlord and the Premises harmless from and against all
mechanics’ liens, claims of liens, and other costs, expenses, liabilities,
claims and demands on account of such work (collectively, “Liens”). If
any Lien is at any time filed against the Premises due to Tenant’s actions,
Tenant shall cause such Lien to be discharged of record within thirty calendar
days after the filing of such Lien, whether by payment, posting of a statutory
surety bond with the appropriate court, or otherwise. If Tenant fails to pay
any charge for which such a Lien has been filed, and such Lien has not been
discharged of record as described above and Landlord reasonably believes that
its interest in the Premises is in jeopardy of forfeiture as a result, Landlord
may pay such charge and related costs and interest, and the amount so paid by
Landlord, together with reasonable attorneys’ fees and disbursements incurred
in connection therewith and interest thereon, shall be immediately due from
Tenant to Landlord, as additional rent.


 


4.03            Assignment and
Subletting. Tenant shall not assign this Lease or any interest
herein, or sublet all or any part of the Premises to any third party, without
the prior written and discretionary consent of Landlord. Such consent by the
Landlord will not be unreasonably withheld.


 


ARTICLE 5 - INSURANCE AND
INDEMNIFICATION


 


5.01            Insurance.


 


(a) At
all times during the Term, Tenant shall carry and maintain, at Tenant’s sole
cost and expense, the following insurance, in the amounts specified below:


 


(i)      worker’s compensation
insurance in accordance with applicable law, covering all of Tenant’s
employees;


 


(ii)     casualty insurance covering
Tenant’s personal property and equipment located on the Premises;


 


(iii)    any other insurance legally
required to be maintained by Tenant with respect to its business operations or
otherwise; and


 


(iv)    comprehensive general
liability insurance in an amount not less than $2,000,000 per occurrence and $5,000,000
in the aggregate (which coverage may be maintained as comprehensive general
liability in an amount not less than $1,000,000 per occurrence and $2,000,000
in the aggregate, together with an umbrella policy to achieve the higher limits
specified above).


 


(b) The comprehensive general liability policy
of insurance provided for in paragraph 5.01 (a)(iv) shall name Landlord
and such other parties as Landlord specifies from time to time as additional
insureds. All such policies shall provide that they may not be terminated or
amended except after fifteen days’ prior written notice of termination to
Landlord.


 


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5.02            Casualty and
Damage. Tenant shall immediately notify Landlord of fire or other casualty to
or any defects in or damage to the Premises. If further damage occurs between
that Tenant discovers such damage or defect and the time that Tenant notifies
Landlord thereof, Tenant shall pay the cost to repair such additional damage
unless such additional damage could not have been avoided had Tenant promptly
notified Landlord.


 


Notwithstanding
anything to the contrary in this Lease, Tenant shall be liable for any damage
to the Premises, Building or Property caused by its negligence or the
negligence of its agents or employees, and Landlord may, at its option, repair
such damage and Tenant shall thereupon reimburse and compensate Landlord as
additional rent within 10 days after invoice from Landlord of the total cost of
such repair and damage.


 


If
the Premises is so damaged by fire or other casualty that the Premises becomes
untenantable by Tenant, then Landlord shall repair the damage to the extent of
available insurance proceeds and this Lease shall continue in force, unless the
Term is within 18 months of its expiration or Landlord estimates that such
repair or restoration will require more than 180 calendar days to complete, in
which event Landlord may elect not to repair such damage. If Landlord elects
not to repair the damage, Landlord shall notify Tenant and this Lease shall
terminate. During the period of time that the Premises are unsuitable for
occupancy by Tenant in the operation of its business, Rent shall abate (on a
proportionate, square-footage basis if less than all of the Premises is
rendered untenantable). Tenant has no obligation to repair any damage to the
Premises caused by fire or other casualty, excepting only losses not covered by
casualty insurance which are caused by the negligence or willful misconduct of
Tenant, its agents, contractors or employees.


 


5.03            Indemnification. Tenant agrees
to indemnify and hold harmless Landlord from and against all liabilities,
losses, claims, demands, costs, expenses, fines and remediation costs
(including reasonable attorneys’ fees and expenses) and judgments of any nature
arising, or alleged to arise, from or in connection with any violation or
alleged violation by Tenant of this Lease or any legal requirements relating to
the Premises, including without limitation violation of any applicable law
regulating hazardous or toxic substances, including without limitation, the
Federal Comprehensive Environmental Response, Compensation and Liability Act,
42 U.S.C. Section 9601 et seq., and the Federal Resource Conservation and
Recovery Act, 42 U.S.C. Section 6991 et seq., as such laws may be amended
from time to time. The foregoing indemnification (a) shall not apply to
insured losses to the extent of insurance proceeds received, and (b) shall
survive termination or expiration of this Lease.


 


5.04         Release. Landlord and
its agents shall not be liable by abatement in rent or otherwise, for any
damage either to the person or the property of the Tenant, or for the loss of
or damage to any property of Tenant by theft or for any other cause, whether
similar or dissimilar to the foregoing, unless caused by the gross negligence
or willful misconduct of Landlord. Landlord shall not be liable for any injury
or damage to persons or property or loss or interruption of business resulting
from fire, explosion, electricity, 


 


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water,
rain, or snow from any part of the Building, or from the pipes, appliances or
plumbing works, or from the roof, street, or subsurface or from any other
place, or by any cause of whatever nature unless due to the intentional
misconduct of Landlord.


 


ARTICLE 6 - DEFAULT


 


6.01            Tenant’s Default. It shall be a
default under this Lease if:


 


(a)                 Tenant fails to pay any Rent
on or before the date due (provided that with respect to the first payment
default in any rolling six-month period. Tenant shall he entitled to written
notice of default and ten (10) calendar days in which to cure such
default);


 


(b)                Tenant fails to perform or
observe any provision of this Lease to be performed or observed by Tenant and
such failure continues for: (i) as to monetary defaults, ten calendar days
after Landlord delivers written notice thereof to Tenant, or (ii) as to
nonmonetary defaults, thirty calendar days after Landlord delivers written
notice thereof to Tenant, or such longer period as may be reasonably necessary
to cure such default if it cannot be cured within thirty calendar days but cure
is commenced within that period and diligently pursued thereafter;


 


(c)                 If Tenant files a voluntary
petition in bankruptcy or is adjudicated bankrupt or insolvent, or in any
action or proceeding files any petition or answer seeking any reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief under any present or future federal or state bankruptcy, reorganization
or debt reduction law, or shall seek or consent to or acquiesce in the
appointment of any trustee, receiver or liquidator of Tenant or of all or
substantially all of Tenant’s Premises or of the Premises;


 


(d)                   If within sixty (60)
calendar days after the commencement of any proceeding against Tenant seeking
any reorganization, arrangement, composition, readjustment, liquidation, debt
adjustment, dissolution or similar relief under any present or future federal
or state law, such proceeding has not been dismissed; or


 


(e)                    If within sixty (60)
calendar days after the appointment, without consent or acquiescence of Tenant,
of any trustee, receiver or liquidator of Tenant or of all or substantially all
of Tenant’s Premises or of the Premises, such appointment shall not have been
vacated, or if within sixty (60) calendar days after the expiration of any such
stay, such appointment has not been vacated.


 


6.02            Landlord’s
Remedies.


 


(a)                                  If Tenant
defaults under this Lease as set forth in Section 6.01, Landlord shall
have all rights and remedies available to Landlord at law or in equity, and
without limitation, shall have the right to accelerate the Rent and other
amounts payable pursuant to this Lease for the balance of the Term. Landlord’s
exercise of, or failure to exercise,


 


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11

















 


any
right or remedy shall not constitute a waiver or preclude the exercise of any
other right or remedy. Without limiting the generality of the foregoing, upon a
default by Tenant under this Lease, Landlord shall have the right to terminate
this Lease by notice to Tenant. If Landlord gives such notice of termination,
this Lease, the Tern and all of Tenant’s right, title and interest hereunder
shall wholly cease and expire on the date specified in such notice in the same
manner, and with the same force and effect (except as to Tenant’s liability),
as if such date were the expiration date, without the necessity of reentry or
any other act on Landlord’s part. Upon any termination of this Lease, Tenant
shall quit and surrender to Landlord the Premises as set forth in
Section 3.03, If Tenant defaults under this Lease, in addition to any
other rights or remedies available to Landlord, Landlord shall be entitled to
recover from Tenant as damages an amount equal to the total of:


 


(i)   all costs, including, without limitation, reasonable
attorneys’ fees disbursements, incurred by Landlord to recover the Premises;


 


(ii)   all Rent and
additional rent accrued and unpaid as of the date of termination of the Lease:
and


 


(iii)  any other sums that Landlord is entitled to
collect at law or in equity for damages and losses actually suffered or
incurred by Landlord as a result of Tenant’s default.


 


(b)         If Tenant defaults in making
any payment required to be made by Tenant (other than payments of Rent) or
defaults in performing any other obligations of Tenant under this Lease,
Landlord may, but shall not be obligated to, make such payment or, on behalf of
Tenant, expend such sum as may be necessary to perform such obligation. All
sums so expended by Landlord shall be repaid by Tenant to Landlord on demand, as
additional rent. No such payment or expenditure by Landlord shall be deemed a
waiver of Tenant’s default or affect any other remedy of Landlord by reason of
such default.


 


(c)          Amounts unpaid when due
pursuant to this Lease shall bear interest at the rate of 16% per annum from
the date due until the date paid.


 


6.03            Survival of
Remedies. The remedies permitted by Sections 5.03 and 6.02
and all indemnity provisions set forth in this Lease shall survive the
expiration or sooner termination of this Lease.


 


ARTICLE 7 - SUBORDINATION


 


7.01            Subordination
and Attornment. This Lease, including the covenant of quiet
enjoyment, is and shall be subject and subordinate to all mortgages, deeds of
trust or other encumbrances, and any and all conditions, renewals, extensions,
modifications, consolidations and replacements of any or all of the foregoing,
now or hereafter affecting all or any portion of the Property. This clause
shall be self-operative and no further instrument of subordination shall be
required in order to effectuate it. Nevertheless, Tenant shall execute and
deliver promptly any certificate or other assurance in confirmation of such
subordination reasonably requested by any mortgagee or Landlord.


 


[ILLEGIBLE INITIALS]


 


12

















 


In
the event any proceedings are brought for foreclosure of any mortgage, deed of
trust or other encumbrance to which this Lease is subject and subordinate,
Tenant shall, upon request of the party succeeding to the interest of Landlord
as a result of such proceedings, automatically attorn to and become the tenant
of such successor in interest without change in the terms of this Lease. Tenant
shall, on request by, and without cost to Landlord or such successor in
interest, execute and deliver any instruments confirming such attornment.


 


7.02            Estoppel
Certificate. Either party shall from time to time, within ten
days after receiving a written request from the other party, execute and
deliver a written statement certifying that: (a) this Lease is in full
force and effect; (b) this Lease is unmodified, or if modified, stating
any such modifications; (c) there are no defenses or offsets to the Lease
claimed by the responding party, or specifying any such defenses or offsets, if
any are claimed; and (d) the other party is not in default hereunder, and
to the best of its knowledge, no events or conditions then exist which, with
the passage of time, the giving of notice, or both, would constitute a default
on the other party’s part, or specifying any such defaults, events or
conditions, if any are claimed.


 


7.03.           Quiet
Possession. Subject to the terms and conditions of this Lease
and any and all encumbrances of record concerning the Property or of which
Tenant or its principals now or hereafter has actual or constructive knowledge,
Landlord warrants that Tenant’s peaceable and quiet enjoyment of the Premises
shall not be disturbed by anyone claiming by, through or under Landlord.


 


ARTICLE 8 - LANDLORD’S RIGHTS


 


8.01            Right to Enter. Landlord and
its agents and employees may enter the Premises at reasonable times, upon
reasonable notice, and at any time if a state of emergency exists, without
charge, liability, or abatement of  Rent, to: (a) examine the
Premises; (b) make and perform maintenance, repairs, alterations,
improvements, and additions either required by the Lease or advisable to
preserve the integrity, safety, and good order of the Property or any portion
thereof; (c) comply with applicable laws, ordinances, rules, orders,
regulations or other governmental requirements; or (d) exercise any right
of Landlord, or perform any obligation of Landlord pursuant to this Lease.


 


8.02            Holdover and
Renewal. If Tenant or anyone claiming under Tenant remains or continues to he
in possession of the Premises or any part thereof after the end of the Term or
any sooner termination of this Lease, Tenant shall he deemed to be a tenant
from month- to-month with rent payable at the rate of 150% of the Rent
otherwise payable but otherwise subject to the terms and conditions of this
Lease and terminable at will. If Tenant holds over and Landlord incurs damages
or expenses to a subsequent tenant who cannot take occupancy as a result,
Tenant shall indemnify and hold harmless Landlord against any and all such
damages or expenses, including reasonable attorneys’ fees.


 


[ILLEGIBLE INITIALS]


 


13

















 


ARTICLE 9 - MISCELLANEOUS


 


9.01            Brokers. Tenant and
Landlord each represent and warrant to the other that it has had no dealings
with any real estate broker in connection with this Lease, unless a broker is
specified under the Basic Lease Terms, and that it knows of no other person who
is or might be entitled to a commission, finder’s fee or other like payment in
connection herewith. Each party agrees to indemnify and hold the other party
harmless with respect to any claim for a commission, tinder’s fee or other like
payment brought by any person by reason of the indemnifying party’s acts and
against any and all loss, liability and expenses that the other party may incur
should the foregoing representation and warranty prove incorrect.


 


9.02            Litigation
Costs and Attorneys’ Fees. In the event of any litigation or other
action between Tenant and Landlord to enforce any provision of this Lease or
otherwise with respect to the subject matter hereof, the unsuccessful party in
such litigation or other action (as to liability, without regard to any
monetary award) shall pay to the successful party all costs and expenses,
including reasonable attorneys’ fees and disbursements. incurred therein by the
successful party.


 


9.03            Notices. All notices,
requests, bills, consents and other communications given under this Lease must be
in writing, and delivered personally, by facsimile, by reputable overnight
courier service or by certified mail, postage prepaid, addressed as follows:


 


	
  To Landlord:

  	
   

  
	
  If
  by Mail

  	
  Premier
  Flex Condos, LLC     

  
	
  or
  delivery

  	
  Attn:  Devon
  C. Anders

  
	
   

  	
  c/o
  InterChange Group, Inc.

  
	
   

  	
  1346
  Pleasants Drive, Suite 6

  
	
   

  	
  Harrisonburg,
  VA 22801

  
	
   

  	
  Facsimile:       540-442-1632

  
	
   

  	
   

  
	
  To Tenant:

  	
   

  
	
  If
  by Mail

  	
  Fairfield
  Language Technologies, Inc. 

  
	
  or
  delivery

  	
  Attn:  Charles
  E. Wilson

  
	
   

  	
  135
  West Market Street

  
	
   

  	
  Harrisonburg,
  VA 22801

  
	
   

  	
  Facsimile:       540-432-0953

  



 


Notices
will be deemed delivered as follows: (i) if delivered personally, upon
delivery, (ii) if delivered by facsimile, immediately upon electronic
confirmation of receipt of transmission at the number given above,
(iii) if delivered by reputable overnight courier, as of 12:00 noon on the
business day designated to such courier for delivery at the address given
above, delivery-fee prepaid, or (iv) if delivered by certified mail, as of
the third business day after deposit in the U.S. Mail, addressed as above,
postage-prepaid


 


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14

















 


and
return receipt requested. Either party may change; its address for notice
purposes by giving notice hereunder.


 


9.04           Severability. If any
provision of this Lease is held by a court of competent jurisdiction to be
illegal, invalid or unenforceable, the remainder of this Lease shall not be
affected thereby, and in lieu of each provision of this Lease that is so held
to be illegal, invalid or unenforceable, there shall be added as a part of this
Lease a provision as similar in terms to such illegal, invalid or unenforceable
provision as may be legal, valid and enforceable.


 


9.05           No Implied
Surrender or Waiver. No provisions of this Lease shall be deemed to
have been waived unless such waiver is in writing and signed by the party to be
charged therewith. The receipt by Landlord of Rent or additional rent with
knowledge of the breach of any covenant of this Lease shall not be deemed a
waiver of such breach. No payment by Tenant or receipt by Landlord of a lesser
amount than any installment of rent or other charges due under this Lease shall
be deemed to be other than on account of the amount due, and no endorsement or
statement on any check or any letter accompanying any check or payment of rent
or other charges shall be deemed an accord and satisfaction, and Landlord may
accept such check for payment without prejudice to Landlord’s right to recover
the balance of such installment or pursue any other remedies available to
Landlord. No receipt of money by Landlord from Tenant after the termination of
this Lease or Tenant’s right of possession of the Premises shall reinstate,
continue or extend the lease term.


 


9.06           Successors and
Assigns. The covenants, conditions and agreements contained in this Lease
shall bind and inure to the benefit of Landlord and Tenant and their respective
heirs, executors, administrators, successors, and subject to Section 4.03,
their assigns.


 


9.07           Governing Law. This Lease is
governed by, and shall be construed in accordance with, the laws of the
Commonwealth of Virginia. The parties agree that the proper and convenient
venue for any action or proceeding to enforce, construe or otherwise in respect
of this Lease shall be the District or Circuit Court of Rockingham County,
Virginia and the parties hereby consent to the jurisdiction of such courts.
Both Landlord and Tenant hereby waive the right to trial by jury in any action,
proceeding or counterclaim brought by either party against the other arising
out of this Lease, the relationship of Landlord and Tenant, Tenant’s use or
occupancy of the Premises, and or any injury or damage on or about the
Property.


 


9.08           Entire
Agreement. The entire contract of the parties is contained
herein, and there are no promises, agreements, representations, warranties,
conditions or understandings, either oral or written, between them, other than
as are herein set forth.


 


9.09           Authority. Landlord
represents and warrants that it has full right and authority to enter into this
Lease and to perform all of Landlord’s obligations hereunder. Tenant represents
and warrants that it has full right and authority to enter into this Lease and
to perform all of Tenant’s obligations hereunder.


 


[ILLEGIBLE INITIALS]


 


15

















 


9.10           No Partnership. By entering
into this Lease, there is no intention to create a partnership or any
relationship other than landlord and tenant, and the parties state specifically
that they are not partners or joint venturers.


 


9.11.          Modifications. No amendment
or modification of this Lease shall be valid or binding, unless expressed in
writing and signed by the party or parties to be bound thereby.


 


9.12           Exhibits. Any exhibit
attached hereto is hereby incorporated herein by this reference as if the same
were fully set forth.


 


9.13           Headings. The language
in all parts of this Lease shall be in all cases construed according to its
fair meaning and not strictly for or against Landlord or Tenant. The caption of
each section is added as a matter of convenience only and shall be considered
of no effect in the construction of any provision of this Lease.


 


9.14           Time of the
Essence. Time is of the essence with respect to this Lease and of each and
every provision hereof.


 


9.15           No Recordation. Tenant agrees
that it will not record this Lease unless required in any litigation involving
Tenant.


 


9.16           Dispute
Resolution. If a dispute between Landlord and Tenant arises
out of or relates to this Lease and if the dispute cannot be settled through
negotiation, the parties agree first to try in good faith to settle the dispute
by mediation administered by a mediation counsel acceptable to both parties
before resorting to litigation or other court action. If the parties cannot
agree to a mediation counsel, the Court otherwise having jurisdiction of the
matter in dispute shall appoint one. Mediation fees, if any, shall be divided
equally between the parties. If any party commences a court action based on a
dispute or claim to which this Section applies without first attempting to
resolve the matter through mediation, then in the discretion of the judge, such
party shall not be entitled to recover attorneys’ fees even if they would
otherwise be available to that party in any such court action. If for any
reason a resolution of the dispute cannot be reached through mediation within
forty-five (45) days after the request for mediation is filed, then the parties
shall not be required to proceed further with the mediation and either party
may pursue any other available remedies under this Agreement, by filing a suit
in equity or action at law in a court of competent jurisdiction. However,
LANDLORD AND TENANT (AFTER CONSULTATION WITH THEIR RESPECTIVE COUNSEL) 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 OR FOR THE ENFORCEMENT
OF ANY REMEDY UNDER ANY STATUTE.


 


9.17           Right of First Offer. Landlord
hereby grants to Tenant a right of first offer, during the Term of the Lease,
to lease an additional 8,000 square feet on the south side of


 


[ILLEGIBLE INITIALS]


 


16

















 


the
Premises and an additional 16,000 square feet on the north side of the Premises
(the “RFO Space”). If Landlord proposes to lease all or any portion of the RFO
Space to any third party, Landlord shall first notify Tenant in writing,
describing the premises to be leased (the “Offered Space”). Tenant shall have
five (5) business days after receipt of such notice from Landlord in which
to notify Landlord in writing that Tenant exercises its right of first offer
and agrees to lease the Offered Space on the terms of this Lease. If Tenant
fails to timely exercise its right of first offer, Tenant shall be deemed to
have waived its right of first offer as to the Offered Space, and Landlord
shall be free to lease the space or any part thereof. If Tenant does timely
exercise its right of first offer, then Tenant shall promptly upon Landlord’s
request execute and deliver an amendment to the Lease adding the Offered Space
to the Premises.


 


The
foregoing Right of First Offer shall not apply to any leases to third parties
by Landlord for a term of six (6) months or less.


 


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


 


	
  LANDLORD:
  

  	
  TENANT:  

  
	
   

  	
   

  
	
  PREMIER
  FLEX CONDOS, LLC

  	
  FAIRFIELDLANGUAGE

  
	
   

  	
   

  
	
   

  	
  TECHNOLOGIES, INC.

  
	
  By:  InterChange
  Group, Inc., its Manager

  	
   

  
	
   

  	
   

  
	
  BY:

  	
  /s/
  Devon C. Anders

  	
   

  	
  BY:

  	
  /s/ Tom Adams

  
	
   

  	
  Name: Devon
  C. Anders

  	
  Name:

  	
  Tom Adams

  
	
   

  	
  Title:   President

  	
  Title:

  	
  CEO

  
					



 


[ILLEGIBLE INITIALS]


 


17














 


ADDENDUM TO LEASE

LANDLORD AND TENANT IMPROVEMENTS


 


This Addendum dated March 8, 2006, is attached to and forms a part
of and amends that Lease dated February 20, 2006, between Premier Flex
Condos, L.L.C., as Landlord, and Fairfield Language Technologies, Inc., as
Tenant.


 


1.            Landlord
Improvements. Landlord agrees to contract with D.K. Patterson
Construction, Inc., to make certain improvements to the Premises, which
improvements are identified as such on Exhibit 1 to this Addendum
(the “Landlord Improvements”). The plans for the Landlord Improvements (and for
the Tenant Improvements, as defined below) have been prepared by the contractor
for approval by Landlord and Tenant prior to commencement of the work (the
“Plans”). Once Landlord and Tenant approve
the Plans, which shall be noted thereon, the plans shall be attached to this
Addendum as Exhibit 2. Tenant shall provide Landlord a letter
stating its approval of the Plans, which shall be provided to Landlord not
later than March 17, 2006.


 


Landlord shall apply to Rockingham County for
a building permit not later than March 10, 2006. Provided the County
issues such permit by March 31, 2006, all Landlord Improvements will be
completed by the Deadline Occupancy Date, or within sixty (60) days after the
permit issuance, if later due to delay by the County. Issuance of a temporary
occupancy permit shall be deemed as completion.


 


2.            Tenant Improvements.
Tenant plans to provide, all at its own expense, certain improvements to the
Premises as identified on Exhibit 1 (the “Tenant Improvements”). Tenant
agrees to cooperate with the contractor in a timely manner and in good faith to
coordinate the performance of the work related to Landlord’s Improvements and
to Tenant Improvements with the objective of completing all of such work within
the time period set forth above. Tenant shall ensure that its work shall not
interfere with the timing and work of Landlord’s contractor to cause any
delays. Landlord shall not be liable for delays in completing Landlord
Improvements unless caused by its willful misconduct.


 


3.            Improvements
Generally. Landlord shall not be responsible for the repair, replacement or
maintenance of the Landlord Improvements or any Tenant Improvements, all of
which shall be Tenant’s sole responsibility for the Term of the Lease,
including any extensions, subject, however,
to any warranty obligations of the contractor as set forth on Exhibit 3
regarding such Landlord Improvements.


 


Upon installation, all Landlord Improvements
and any Improvements made by Tenant shall become the property of Landlord, and
Tenant disclaims any ownership interest in them. This paragraph shall not apply, however, to any of those items listed in
No. 11 of Exhibit 1 that are personal property and not fixtures (the
latter being those items the removal of which would result in damage to the
Premises.)


 


4.            Disruption.
Tenant understands and agrees that the construction of Landlord Improvements
and Tenant Improvements are at Tenant’s request and will cause


 

















 


some disruption of Tenant’s use of the Premises. Tenant agrees that no
such disruption will result in or form the basis for any constructive eviction,
eviction, abatement of rent or other claim against Landlord.


 


5.            Additional
Rent. Tenant shall pay, as Additional Rent, the total sum of $140,754.00
for the cost of the Landlord Improvements. Such Additional Rent shall be paid
according to the following schedule:


 


(a) $46,000.00 shall be paid on or
before April 5, 2006;


(b) $46,000.00 shall be paid on or before May 5, 2006;


(c) $48,754.00
shall be paid on or before June 5, 2006, or upon receipt of a final
Certificate of Occupancy, whichever is later.


 


Landlord shall have the same rights and remedies as apply to nonpayment
of rent in the event any Additional Rent is not paid according to the terms set
forth.


 


6.            Change
Orders. Any change orders must be approved in writing by Landlord. All
costs relating to any changes shall be paid by Tenant.


 


7.            Time of the Essence. Time is of the
essence in the execution of this Addendum and other approvals provided for
herein. To that end, this Addendum shall be executed by Tenant no later than
March 17, 2006. If that does not occur, Landlord shall have the option of
terminating the Lease or negotiating later deadlines for the work to be done
and occupancy by Tenant.


 


8.            Ratification
of Lease. Except as specifically herein modified, all other terms and
conditions of the Lease shall remain unchanged and in full force and effect,
and are hereby ratified by both Landlord and Tenant as if fully set forth in
this Amendment.


 


IN WITNESS WHEREOF, the parties have duly executed this Addendum to
Lease, under seal, effective as  of
the date first written above.


 


	
  LANDLORD: 

  	
  TENANT:  

  
	
   

  	
   

  
	
  PREMIER FLEX CONDOS, LLC

  	
  FAIRFIELD LANGUAGE

  
	
   

  	
  TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
  By: InterChange Group, Inc., its Manager

  	
   

  
	
   

  	
   

  
	
  BY:

  	
  /s/ Devon C. Anders

  	
   

  	
  BY:

  	
  /s/ Tom Adams

  
	
   

  	
  Name: Devon C. Anders

  	
  Name:

  	
   

  
	
   

  	
  Title:   President

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  3/16/06

  	
   

  	
  Date:

  	
   

  



 


2

















 


SECOND ADDENDUM TO LEASE


 


This Second Addendum to Lease, dated
March 8, 2007, is attached to and forms a part of and amends that Lease
dated February 20, 2006, between Premier Flex Condos, L.L.C., as Landlord,
and Fairfield & Sons Ltd. d/b/a Fairfield Language Technologies, as
Tenant, pursuant to which Tenant leases from Landlord 16,000 square feet (the
“Premises”) within the Building located on a 5.08-acre parcel of land that is
more particularly described as              


 


1.            Premises.
Tenant shall lease from Landlord an additional 16,000 square feet (“RFO
Premises”) within the Building located on the northern side of the current
leased space (now collectively with the RFO Premises, the “Premises”). This
additional square footage is a portion of the “RFO Space” described in
Section 9.17 of the Lease.


 


2.            Rent. Rent for
the RFO Premises shall be $5.75 per square foot, which equates to $92,000 per
year, payable in equal monthly installments of $7,667, beginning April 1,
2007.


 


3.            Term. The Lease
Term for the RFO Premises shall be one year, beginning April 1, 2007, and
ending March 31, 2008. Tenant has no right to an extension of the Term for
the RFO Premises, unless otherwise agreed upon by Landlord.


 


4.            Security Deposit.
An additional $5,000 Security Deposit shall be paid to Landlord within five (5) business
days of the execution of this Second Addendum by Tenant.


 


5.            Operating Expenses
and Taxes. During the one-year Term of lease for the RFO Premises, Tenant’s
proportionate share of the Operating Expenses and Taxes shall be 50%.


 


6.            Improvements.
No additional improvements are required as of the time of execution of this
Second Addendum.


 


7.            Ratification of
Lease. Except as specifically herein modified, all other terms and
conditions of the Lease shall remain unchanged and in full force and effect,
and are hereby ratified by both Landlord and Tenant as if fully set forth in
this Addendum.


 

















 


IN WITNESS WHEREOF, the parties have duly executed this Second Addendum
to Lease, under seal, effective as of the date first written above.


 


	
  LANDLORD: 

  	
  TENANT:  

  
	
   

  	
   

  
	
  PREMIER FLEX CONDOS, LLC

  	
  FAIRFIELD & SONS LTD.

  
	
   

  	
   

  
	
  By: InterChange Group, Inc., its Manager

  	
   

  
	
   

  	
   

  
	
  BY:

  	
  /s/ Devon C. Anders

  	
   

  	
  BY:

  	
  /s/ Eric Eichmann

  
	
   

  	
  Name: Devon C. Anders

  	
  Name:

  	
  Eric Eichmann

  
	
   

  	
  Title: President

  	
  Title:

  	
  COO

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  4/23/07

  	
   

  	
  Date:

  	
  4/16/07

  



 


2

















 


THIRD ADDENDUM TO LEASE


 


This Third Addendum to Lease, dated June 1, 2008, is attached to
and forms a part of and amends that Lease dated February 20, 2006, between
Premier Flex Condos, LLC, as Landlord, and Fairfield Language
Technologies, Inc., as Tenant (the “Lease”).


 


BACKGROUND


 


(A)     Pursuant
to the Lease, Tenant initially leased from Landlord 16,000 square feet (the
“Original Premises”) within the Building located on a 5.08-acre parcel of land
that is more particularly described as              
which Lease expires on April 30, 2011; and


 


(B)      By
Second Addendum to Lease, dated March 8, 2007, Tenant agreed to lease
until March 31, 2008, an additional 16,000 square feet (the “RFO
Premises”) within the Building located on the northern side of the Original
Premises; and


 


(C)      Tenant
continues to occupy the RFO Premises and desires to extend the lease of this
space also until April 30, 2011; and


 


(D)      Tenant
desires to lease an additional 8,000 square feet within the building until
April 30, 2011; and


 


(E)      Tenant,
through name change, became “Rosetta Stone Ltd.” on or about April 16,
2007, and desires that the Lease be amended to reflect the correct name of
Tenant.


 


ADDITIONAL AND AMENDED LEASE TERMS


 


1.            Premises.
Tenant shall lease from Landlord an additional 8,000 square feet within the
Building (“Additional RFO Premises”), located on the south side of the Original
Premises space. This additional square footage is a portion of the “RFO Space”
described in the Lease. The Original Premises, RFO Premises, and Additional RFO
Premises shall be known collectively as the “Premises” and shall total 40,000
square feet.


 


2.            Rent.
Rent for this additional leased space shall be $6.165 per square foot, which
equates to $246,600 per year, payable in equal monthly installments of $20,550,
beginning June 1, 2008. This Rent shall be subject to the CPI increase as
set forth in the Lease, which shall be applicable beginning May 1, 2009,
the anniversary of the Lease Commencement Date.


 


The parties agree that Rent for the period of
March 31, 2008 through May 31, 2008 is $16,719 per month.


 

















 


3.            Term.
The Lease Term for the Premises shall expire April 30, 2011, subject,
however, to the Extension Option stated in the Lease.


 


4.            Security
Deposit. No additional Security Deposit is to be paid to Landlord. However,
the Security Deposits previously paid by Tenant to Landlord in the total amount
of $12,500.00 shall continue to be held by Landlord, subject to the terms of
the Lease.


 


5.            Operating
Expenses and Taxes. Beginning June 1, 2008, Tenant’s Proportionate
Share of the Operating Expenses and Taxes shall be $3,300.00 per month.


 


6.            Improvements.
Landlord agrees to contract with Riddleberger Brothers, Inc. (the
“Contractor”), to make certain air conditioning improvements to the Premises,
which improvements are identified as such on Exhibit 1 to this
Addendum (the “Landlord Improvements”). Exhibit 1 has been approved by
Landlord and was accepted by Tenant on February 19, 2008, as noted on
Exhibit 1.


 


Landlord shall not be responsible for the repair, replacement or
maintenance of the Landlord Improvements, which shall be Tenant’s sole
responsibility for the Term of the Lease, including any extensions, subject, however, to any warranty obligations of the
contractor regarding such Landlord Improvements.


 


Upon installation, all Landlord Improvements shall become the property
of Landlord, and Tenant disclaims any ownership interest in them.


 


Tenant understands and agrees that the construction of Landlord
Improvements are at Tenant’s request and may cause some disruption of Tenant’s
use of the Premises. Tenant agrees that no such disruption will result in or
form the basis for any constructive eviction, eviction, abatement of rent or
other claim against Landlord.


 


7.            Additional
Rent. Tenant shall pay, as Additional Rent, the total sum of $134,371.00
for the cost of the Landlord Improvements. Such Additional Rent shall be paid
in one lump sum to Landlord upon completion of Landlord Improvements by
contractor and within five (5) days of billing by Landlord to Tenant.


 


Landlord shall have the same rights and
remedies as apply to nonpayment of rent in the event any Additional Rent is not
paid according to the terms set forth.


 


8.            Change
Orders. Any change orders related to the Landlord Improvements must be
approved in writing by Landlord. All costs relating to any changes shall be
paid by Tenant and shall become part of Additional Rent and subject to those
terms.


 


9.            Change
of Tenant Name. The parties agree that the Tenant shall be identified as
Rosetta Stone Ltd., which is the result of a name change made with the Virginia
State Corporation Commission on or about April 16, 2007. Exhibit 2
verifies this name change.


 


10.          Ratification
of Lease. Except as specifically herein modified, all other terms and
conditions of the Lease shall remain unchanged and in full force and effect,


 


2

















 


and are hereby ratified by both Landlord and Tenant as if fully set forth
in this Third Addendum.


 


IN WITNESS WHEREOF, the parties have duly executed this Third Addendum
to Lease, under seal, effective as of the date first written above.


 


	
  LANDLORD:

  	
  TENANT:

  
	
   

  	
   

  
	
  PREMIER FLEX CONDOS, LLC

  	
  ROSETTA STONE LTD.

  
	
   

  	
   

  
	
  By:   InterChange
  Group, Inc., its Manager

  	
   

  
	
   

  	
   

  
	
  BY:

  	
   

  	
   

  	
  BY:

  	
  /s/ Eric Eichmann

  
	
   

  	
  Name: Devon C. Anders

  	
  Name:

  	
  Eric Eichmann

  
	
   

  	
  Title: President

  	
  Title:

  	
  COO

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
  10/7/08

  



 


 


Exhibits 1 and 2 To
Be Attached


 


3