Exhibit 10.61

|                                              
|----------------------------------------------
|LEASE                                         
|                                              
|DEXUS INDUSTRIAL SPE FINANCED PORTFOLIO,
 LLC,
|a Delaware limited liability company          
|Landlord,                                     
|                                              
|and                                           
|                                              
|SED INTERNATIONAL, INC.,                      
|a Georgia corporation                         
|Tenant                                        

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|10/31/01 CALWEST TX MTIN
REVISED 6/9/20091800 10th Street, Suite 100DA-3031401 v4 0942826-00401 |  | 

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|    |                                          |   
|--- | ---------------------------------------- | --
|1.  | USE AND RESTRICTIONS ON
 USE             | 1 
|2.  | TERM                                     | 5 
|3.  | RENT                                     | 7 
|4.  | RENT ADJUSTMENTS                         | 8 
|5.  | SECURITY DEPOSIT                         | 15
|6.  | ALTERATIONS                              | 16
|7.  | REPAIR                                   | 18
|8.  | LIENS                                    | 21
|9.  | ASSIGNMENT AND SUBLETTING                | 22
|10. | INDEMNIFICATION                          | 27
|11. | INSURANCE                                | 30
|12. | WAIVER OF SUBROGATION                    | 32
|13. | SERVICES AND UTILITIES                   | 32
|14. | HOLDING OVER                             | 33
|15. | SUBORDINATION                            | 34
|16. | RULES AND REGULATIONS                    | 35
|17. | REENTRY BY LANDLORD                      | 35
|18. | DEFAULT                                  | 37
|19. | REMEDIES                                 | 39
|20. | TENANTS BANKRUPTCY OR
 INSOLVENCY       | 50
|21. | QUIET ENJOYMENT                          | 52
|22. | CASUALTY                                 | 53
|23. | EMINENT DOMAIN                           | 56
|24. | SALE BY LANDLORD                         | 58
|25. | ESTOPPEL CERTIFICATES                    | 58
|26. | SURRENDER OF PREMISES                    | 59
|27. | NOTICES                                  | 62
|28. | TAXES PAYABLE BY TENANT                  | 62
|29. | RELOCATION OF TENANT                     | 63
|30. | DEFINED TERMS AND HEADINGS               | 64
|31. | TENANTS AUTHORITY                       | 65
|32. | FINANCIAL STATEMENTS AND
 CREDIT REPORTS | 66
|33. | COMMISSIONS                              | 67
|34. | TIME AND APPLICABLE LAW                  | 67
|35. | SUCCESSORS AND ASSIGNS                   | 67
|36. | ENTIRE AGREEMENT                         | 68
|37. | EXAMINATION NOT OPTION                   | 68
|38. | RECORDATION                              | 68
|39. | LIMITATION OF LANDLORDS
 LIABILITY      | 69
|40. | RIGHT OF FIRST OFFER                     | 20

|                                              
|----------------------------------------------
|EXHIBIT A  FLOOR PLAN
 DEPICTING THE PREMISES
|EXHIBIT A-1  SITE PLAN                       
|EXHIBIT B  INITIAL
 ALTERATIONS              
|EXHIBIT C  COMMENCEMENT
 DATE MEMORANDUM     
|EXHIBIT D  RULES AND
 REGULATIONS            
|EXHIBIT E  ADDITIONAL SURRENDER
 CONDITIONS  
|EXHIBIT F  RENEWAL OPTION                    
|EXHIBIT G  RIGHT OF FIRST
 OFFER             

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|10/31/01 CALWEST TX MTIN
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MULTI-TENANT INDUSTRIAL NET LEASE

REFERENCE PAGES

|                                      |  |                                                                                                                                                                  
|------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|BUILDING:                             |  | 1800 10th
 Street, Plano, Texas 75074                                                                                                                            
|                                      |  |                                                                                                                                                                  
|LANDLORD:                             |  | DEXUS Industrial SPE
 Financed Portfolio, LLC, a                                                                                                                 
|                                      |  | Delaware limited liability
 company                                                                                                                              
|                                      |  |                                                                                                                                                                  
|LANDLORDS ADDRESS:                   |  | c/o RREEF Management
 Company                                                                                                                                    
|                                      |  | 1406 Hasley Way, Suite 110                                                                                                                                       
|                                      |  | Carrollton, Texas 75007                                                                                                                                          
|                                      |  |                                                                                                                                                                  
|WIRE INSTRUCTIONS AND/OR
 ADDRESS FOR |  | DEXUS Industrial SPE
 Financed Portfolio, LLC                                                                                                                    
|RENT PAYMENT:                         |  | Dept# 6724                                                                                                                                                       
|                                      |  | Los Angeles,
 CA 90084-6724                                                                                                                                      
|                                      |  |                                                                                                                                                                  
|LEASE REFERENCE DATE:                 |  | June 10, 2009                                                                                                                                                    
|                                      |  |                                                                                                                                                                  
|TENANT:                               |  | SED International, Inc., a
 Georgia corporation                                                                                                                  
|                                      |  |                                                                                                                                                                  
|TENANTS NOTICE ADDRESS:              |  | 4916 North Royal Atlanta
 Drive                                                                                                                                  
|                                      |  | Tucker, GA 30084                                                                                                                                                 
|                                      |  |                                                                                                                                                                  
|PREMISES ADDRESS:                     |  | 1800 10th
 Street, Suite Number 100,                                                                                                                             
|                                      |  | Plano, Texas 75074                                                                                                                                               
|                                      |  |                                                                                                                                                                  
|PREMISES RENTABLE AREA:               |  | Approximately 25,519 sq.
 ft. (for outline of Premises see Exhibit A)                                                                                            
|                                      |  |                                                                                                                                                                  
|USE:                                  |  | Distribution center for
 computers and electronic equipment                                                                                                      
|                                      |  |                                                                                                                                                                  
|COMMENCEMENT DATE:                    |  | July 1, 2009                                                                                                                                                     
|                                      |  |                                                                                                                                                                  
|TERM OF LEASE:                        |  | Approximately five (5)
 years, four (4) months and zero(0) days beginning on the Commencement Date
 and ending on the Termination Date, subject to Renewal Option
|                                      |  |                                                                                                                                                                  
|TERMINATION DATE:                     |  | October 31, 2014                                                                                                                                                 

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REVISED 6/9/20091800 10th Street, Suite 100DA-3031401 v4 0942826-00401 | SIGNATURE PAGE | 

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|                                                         |                          |                              |             |                              |           
|-------------------------------------------------------- | ------------------------ | ---------------------------- | ----------- | ---------------------------- | ----------
|ANNUAL RENT and MONTHLY INSTALLMENT OF RENT
(Article 3):
|Period                                                   | Rentable Square
 Footage | Annual Rent Per
 Square Foot | Annual Rent | Monthly Installment
 of Rent
|from                                                     | through                 
|7/1/2009                                                 | 10/31/2009               | 25,519                       | $0.00       | $0.00                        | $0.00     
|11/1/2009                                                | 6/30/2010                | 25,519                       | $4.25       | $108,455.75                  | $9,037.98 
|7/1/2010                                                 | 6/30/2011                | 25,519                       | $4.38       | $111.773.22                  | $9,314.44 
|7/1/2011                                                 | 6/30/2012                | 25,519                       | $4.51       | $115,090.69                  | $9,590.89 
|7/1/2012                                                 | 6/30/2013                | 25,519                       | $4.64       | $118,408.16                  | $9,837.65 
|7/1/2013                                                 | 10/31/2014               | 25,519                       | $4.78       | $121,980.82                  | $10,165.07

|                                                                       |  |                                                                                                      
|---------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------
|NITIAL ESTIMATED MONTHLY
 INSTALLMENT OF RENT ADJUSTMENTS (Article 4): |  | $3,041.13 (Taxes
 $1,595.00; CAM $1,276.00; Insurance $170.13)                                       
|                                                                       |  |                                                                                                      
|TENANTS PROPORTIONATE
 SHARE:                                         |  | 25.52% (Building totals
 approximately 100,000 sq. ft.; Premises totals approximately 25,519 sq. ft.)
|                                                                       |  |                                                                                                      
|SECURITY DEPOSIT:                                                      |  | $10,165.07                                                                                           
|                                                                       |  |                                                                                                      
|ASSIGNMENT/SUBLETTING FEE:                                             |  | $1,500.00                                                                                            
|                                                                       |  |                                                                                                      
|REAL ESTATE BROKER DUE
 COMMISSION:                                    |  | Robert Lynn Company;
 Peloton Real Estate Partners                                                   
|                                                                       |  |                                                                                                      
|TENANTS SIC CODE:                                                     |  | 5045                                                                                                 
|                                                                       |  |                                                                                                      
|AMORTIZATION RATE:                                                     |  | 12%                                                                                                  

The Reference Pages
information is incorporated into and made a part of the Lease. In the event of
any conflict between any Reference Pages information and the Lease, the Lease
shall control. This Lease includes Exhibits A through E, all of which
are made a part of this Lease.

|                                                      |                                       |                                          |     |                                      | 
|----------------------------------------------------- | ------------------------------------- | ---------------------------------------- | --- | ------------------------------------ | 
|LANDLORD:                                             |                                       | TENANT:                                 
|                                                      |                                       |                                         
|DEXUS INDUSTRIAL SPE
 FINANCED                        |                                       | SED INTERNATIONAL, INC., a
 Georgia     
|PORTFOLIO, LLC, a Delaware
 limited liability company |                                       | corporation                             
|                                                      |                                       |                                          |    
|By:                                                   | RREEF Management Company,
 a Delaware |                                          | By: |                                     
|                                                      | corporation                           |                                          |     | Name: Mark DiVito                   
|                                                      |                                       |                                          |     | Title: Vice President of
 Operations
|                                                      | By:                                   |                                          |     |                                      | 
|                                                      |                                       | Name: Cynthia Prendergast                |     | Dated: ________________,
 2009      
|                                                      |                                       | Title: Vice President,
 District Manager |     |                                     
|                                                      |                                       |                                          |     |                                     
|Dated: ________________,
 2009                        |                                       |                                         

|                                                                                                   |                | 
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|10/31/01 CALWEST TX MTIN 
REVISED 6/9/2009 1800 10th Street, Suite
100 DA-3031401 v4 0942826-00401 | SIGNATURE PAGE | 

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LEASE

By
this Lease Landlord leases to Tenant and Tenant leases from Landlord the
Premises in the Building as set forth and described on the Reference Pages. The
Premises are depicted on the floor plan attached hereto as Exhibit A, and the
Building is depicted on the site plan attached hereto as Exhibit A-1.
The Reference Pages, including all terms defined thereon, are incorporated as
part of this Lease.

1.       USE
AND RESTRICTIONS ON USE.

1.1          The
Premises are to be used solely for the purposes set forth on the Reference
Pages. Tenant shall not do or permit anything to be done in or about the
Premises which will in any way obstruct or interfere with the rights of other
tenants or occupants of the Building or injure, annoy, or disturb them, or
allow the Premises to be used for any improper, immoral, unlawful, or
objectionable purpose, or commit any waste. Tenant shall not do, permit or
suffer in, on, or about the Premises the sale of any alcoholic liquor without
the written consent of Landlord first obtained. Tenant shall comply with all
governmental laws, ordinances and regulations applicable to the use of the
Premises and its occupancy and shall promptly comply with all governmental
orders and directions for the correction, prevention and abatement of any
violations in the Building or appurtenant land, caused or permitted by, or
resulting from the specific use by, Tenant, in or upon, or in connection with,
the Premises, all at Tenants sole expense. Tenant shall not do or permit
anything to be done on or about the Premises or bring or keep anything into the
Premises which will in any way increase the rate of, invalidate or prevent the
procuring of any insurance protecting against loss or damage to the Building or
any of its contents by fire or other casualty or against liability for damage
to property or injury to persons in or about the Building or any part thereof.

1.2          Tenant
shall not, and shall not direct, suffer or permit any of its agents,
contractors, employees, licensees or invitees (collectively, the Tenant
Entities) to at any time handle, use, manufacture, store or dispose of in or
about the Premises or the Building any (collectively Hazardous Materials)
flammables, explosives, radioactive materials, hazardous wastes or materials,
toxic wastes or materials, or other similar substances, petroleum products or
derivatives or any substance subject to regulation by or under any federal,
state and local laws and ordinances relating to the protection of the
environment or the keeping, use or disposition of environmentally hazardous
materials, substances, or wastes, presently in effect or hereafter adopted, all
amendments to any of them, and all rules and regulations issued pursuant to any
of such laws or ordinances (collectively Environmental Laws), nor shall
Tenant suffer or permit any Hazardous Materials to be used in any manner not
fully in compliance with all Environmental Laws, in the Premises or the
Building and appurtenant land or allow the environment to become contaminated
with any Hazardous Materials. Notwithstanding the foregoing, Tenant may handle,
store, use or dispose of products containing small quantities of Hazardous
Materials (such as aerosol cans containing insecticides, toner for copiers,
paints, paint remover and the like) to the extent customary and necessary for
the use of the Premises shown on the Reference Pages; provided that Tenant
shall always handle, store, use, and dispose of any such Hazardous Materials in
a safe and lawful manner and never allow such Hazardous Materials to
contaminate the Premises, Building and appurtenant land or the environment.
Tenant is permitted to use acid batteries as is necessary for the use of the
Premises as shown on the Reference Pages; provided that Tenant shall use
appropriate measures reasonably acceptable to Landlord to protect the flooring
of the Premises as well as implement a spill prevention plan reasonably
acceptable to Landlord. TENANT SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD EACH
AND ALL OF THE LANDLORD ENTITIES (AS DEFINED IN ARTICLE 30) HARMLESS
FROM AND AGAINST ANY AND ALL LOSS, CLAIMS, LIABILITY (INCLUDING, WITHOUT
LIMITATION, ANY STRICT LIABILITY) OR COSTS (INCLUDING COURT COSTS AND
ATTORNEYS FEES) INCURRED BY REASON OF ANY ACTUAL OR ASSERTED FAILURE OF TENANT
TO FULLY COMPLY WITH ALL APPLICABLE ENVIRONMENTAL LAWS, OR THE PRESENCE,
HANDLING, USE OR DISPOSITION IN OR FROM THE PREMISES OF ANY HAZARDOUS MATERIALS
BY TENANT OR ANY TENANT ENTITY (EVEN THOUGH PERMISSIBLE UNDER ALL APPLICABLE
ENVIRONMENTAL LAWS OR THE PROVISIONS OF THIS LEASE), OR BY REASON OF ANY ACTUAL
OR ASSERTED FAILURE OF TENANT TO KEEP, OBSERVE, OR PERFORM ANY PROVISION OF
THIS SECTION 1.2.

1.3          Tenant
and the Tenant Entities will be entitled to the non-exclusive use of the common
areas of the Building as they exist from time to time during the Term,
including the parking facilities, subject to Landlords rules and regulations
regarding such use. However, in no event will Tenant or the Tenant Entities
park more

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vehicles
in the parking facilities than Tenants Proportionate Share of the total
parking spaces available for common use. The foregoing shall not be deemed to
provide Tenant with an exclusive right to any parking spaces or any guaranty of
the availability of any particular parking spaces or any specific number of
parking spaces.

2.       TERM.

2.1          The
Term of this Lease shall begin on the Commencement Date as shown on the
Reference Pages and shall terminate on the Termination Date as shown on the
Reference Pages, unless sooner terminated by the provisions of this Lease.
Landlord shall tender possession of the Premises with all the work, if any, to
be performed by Landlord pursuant to Exhibit B to this Lease substantially
completed.

2.2          Tenant
agrees that in the event of the inability of Landlord to deliver possession of
the Premises on the Commencement Date for any reason, Landlord shall not be
liable for any damage resulting from such inability, but Tenant shall not be
liable for any rent until the time when Landlord can, after notice to Tenant,
deliver possession of the Premises to Tenant. No such failure to give
possession on the Commencement Date shall affect the other obligations of
Tenant under this Lease, except that if Landlord is unable to deliver
possession of the Premises within one hundred twenty (120) days after the
Commencement Date (other than as a result of strikes, shortages of materials,
holdover tenancies or similar matters beyond the reasonable control of Landlord
and Tenant is notified by Landlord in writing as to such delay), Tenant shall
have the option to terminate this Lease unless said delay is as a result of:
(i) Tenants failure to agree to plans and specifications and/or construction
cost estimates or bids; (ii) Tenants request for materials, finishes or
installations other than Landlords standard except those, if any, that
Landlord shall have expressly agreed to furnish without extension of time
agreed by Landlord; (iii) Tenants change in any plans or specifications; or,
(iv) performance or completion by a party employed by Tenant (each of the
foregoing, a Tenant Delay). If any delay is the result of a Tenant Delay, the
Commencement Date and the payment of rent under this Lease shall be accelerated
by the number of days of such Tenant Delay.

2.3          In
the event Landlord permits Tenant, or any agent, employee or contractor of
Tenant, to enter, use or occupy the Premises prior to the Commencement Date,
such entry, use or occupancy shall be subject to all the provisions of this
Lease other than the payment of rent, including, without limitation, Tenants compliance
with the insurance requirements of Article 11. Said early possession shall not
advance the Termination Date.

2.4          Tenant
shall have the renewal option provided for on Exhibit F to the Lease
attached hereto and incorporated herein.

3.       RENT.

3.1          Tenant
agrees to pay to Landlord the Annual Rent in effect from time to time by paying
the Monthly Installment of Rent then in effect on or before the first day of
each full calendar month during the Term, except that the first full months
rent shall be paid upon the execution of this Lease. The Monthly Installment of
Rent in effect at any time shall be one-twelfth (1/12) of the Annual Rent in
effect at such time. Rent for any period during the Term which is less than a
full month shall be a prorated portion of the Monthly Installment of Rent based
upon the number of days in such month. Said rent shall be paid to Landlord,
without deduction or offset and without notice or demand, at the Rent Payment
Address, as set forth on the Reference Pages, or to such other person or at
such other place as Landlord may from time to time designate in writing. Unless
specified in this Lease to the contrary, all amounts and sums payable by Tenant
to Landlord pursuant to this Lease shall be deemed additional rent.

3.2          Tenant
recognizes that late payment of any rent or other sum due under this Lease will
result in administrative expense to Landlord, the extent of which additional
expense is extremely difficult and economically impractical to ascertain.
Tenant therefore agrees that if rent or any other sum is not paid when due and
payable pursuant to this Lease, a late charge shall be imposed in an amount
equal to the greater of: (i) Fifty Dollars ($50.00), or (ii) six percent (6%)
of the unpaid rent or other payment. The amount of the late charge to be paid
by Tenant shall be reassessed and added to Tenants obligation for each
successive month until paid. The provisions of this Section 3.2 in no
way relieve Tenant of the obligation to pay rent or other payments on or before
the date on which

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they
are due, nor do the terms of this Section 3.2 in any way affect
Landlords remedies pursuant to Article 19 of this Lease in the event
said rent or other payment is unpaid after date due.

4.       RENT
ADJUSTMENTS.

4.1         For
the purpose of this Article 4, the following terms are defined as follows:

4.1.1          Lease Year: Each calendar year.

4.1.2          Expenses: All costs of operation,
maintenance, repair and management of the Building (including the amount of any
credits which Landlord may grant to particular tenants of the Building in lieu
of providing any standard services or paying any standard costs described in
this Section 4.1.2 for similar tenants), as determined in accordance
with generally accepted accounting principles, including the following costs by
way of illustration, but not limitation: water and sewer charges; insurance
charges of or relating to all insurance policies and endorsements deemed by
Landlord to be reasonably necessary or desirable and relating in any manner to
the protection, preservation, or operation of the Building or any part thereof;
utility costs, including, but not limited to, the cost of heat, light, power,
steam, gas; waste disposal; the cost of janitorial services; the cost of
security and alarm services (including any central station signaling system);
costs of cleaning, repairing, replacing and maintaining the common areas,
including parking and landscaping, window cleaning costs; labor costs; costs
and expenses of managing the Building including management and/or
administrative fees; air conditioning maintenance costs; elevator maintenance
fees and supplies; material costs; equipment costs including the cost of
maintenance, repair and service agreements and rental and leasing costs;
purchase costs of equipment; current rental and leasing costs of items which
would be capital items if purchased; tool costs; licenses, permits and
inspection fees; wages and salaries; employee benefits and payroll taxes;
accounting and legal fees; any sales, use or service taxes incurred in
connection therewith. In addition, Landlord shall be entitled to recover, as
additional rent (which, along with any other capital expenditures constituting
Expenses, Landlord may either include in Expenses or cause to be billed to
Tenant along with Expenses and Taxes but as a separate item), Tenants
Proportionate Share of: (i) an allocable portion of the cost of capital
improvement items which are reasonably calculated to reduce operating expenses;
(ii) the cost of fire sprinklers and suppression systems and other life safety
systems; and (iii) other capital expenses which are required under any
governmental laws, regulations or ordinances which were not applicable to the
Building at the time it was constructed; but the costs described in this sentence
shall be amortized over the reasonable life of such expenditures in accordance
with such reasonable life and amortization schedules as shall be determined by
Landlord in accordance with generally accepted accounting principles, with
interest on the unamortized amount at one percent (1%) in excess of the Wall
Street Journal prime lending rate announced from time to time. Expenses shall
not include depreciation or amortization of the Building or equipment in the
Building except as provided herein, loan principal payments, costs of
alterations of tenants premises, leasing commissions, interest expenses on
long-term borrowings or advertising costs.

4.1.3          Taxes: Real estate taxes and any other
taxes, charges and assessments which are levied with respect to the Building or
the land appurtenant to the Building, or with respect to any improvements,
fixtures and equipment or other property of Landlord, real or personal, located
in the Building and used in connection with the operation of the Building and
said land, any payments to any ground lessor in reimbursement of tax payments
made by such lessor; and all fees, expenses and costs incurred by Landlord in
investigating, protesting, contesting or in any way seeking to reduce or avoid
increase in any assessments, levies or the tax rate pertaining to any Taxes to
be paid by Landlord in any Lease Year. Taxes shall not include any corporate
franchise, or estate, inheritance or net income tax, or tax imposed upon any
transfer by Landlord of its interest in this Lease or the Building or any taxes
to be paid by Tenant pursuant to Article 28.

4.2         Notwithstanding
anything contained herein to the contrary, it is understood and agreed that for
purposes of calculating Tenants Proportionate Share of Expenses (excluding
Non-Controllable Expenses, as hereinafter defined) in any Lease Year in the
initial Term of this Lease (excluding the first full Lease Year and as prorated
for any period less than a calendar year), the amount of Tenants Proportionate
Share of Expenses (excluding Non-Controllable Expenses) shall not exceed the
actual amount of Tenants Proportionate Share of Expenses (excluding
Non-Controllable Expenses) incurred by Landlord in the previous calendar year
plus six percent (6%) of Tenants Proportionate Share of Expenses (excluding
Non-Controllable Expenses) incurred by

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Landlord
in the previous calendar year (as prorated for any period less than a calendar
year and adjusted for any increase in Tenants Proportionate Share) as
calculated by Landlord. As used herein, the term Non-Controllable Expenses
shall mean insurance premiums, utility charges, governmentally mandated charges
(including sales tax), management fees, the cost of snow or ice removal and
security services. Tenants liability for Non-Controllable Expenses and Taxes
in any given Lease Year shall not be similarly limited, and therefore, Tenant
shall remain liable for the full amount of Tenants Proportionate Share of the
increase in Non-Controllable Expenses and Taxes in any Lease Year over the
amount of such expenses incurred by Landlord in the previous calendar year.

4.3          The
annual determination of Expenses shall be made by Landlord and shall be binding
upon Landlord and Tenant, subject to the provisions of this Section 4.3.
During the Term, Tenant may review, at Tenants sole cost and expense, the
books and records supporting such determination in an office of Landlord, or
Landlords agent, during normal business hours, upon giving Landlord five (5)
days advance written notice within sixty (60) days after receipt of such
determination, but in no event more often than once in any one (1) year period,
subject to execution of a confidentiality agreement acceptable to Landlord, and
provided that if Tenant utilizes an independent accountant to perform such
review it shall be one of national standing which is reasonably acceptable to Landlord,
is not compensated on a contingency basis and is also subject to such
confidentiality agreement. If Tenant fails to object to Landlords
determination of Expenses within ninety (90) days after receipt, or if any such
objection fails to state with specificity the reason for the objection, Tenant
shall be deemed to have approved such determination and shall have no further
right to object to or contest such determination. In the event that during all
or any portion of any Lease Year or Base Year, the Building is not fully rented
and occupied Landlord shall make an appropriate adjustment in occupancy-related
Expenses for such year for the purpose of avoiding distortion of the amount of
such Expenses to be attributed to Tenant by reason of variation in total
occupancy of the Building, by employing consistent and sound accounting and
management principles to determine Expenses that would have been paid or
incurred by Landlord had the Building been at least ninety-five percent (95%)
rented and occupied, and the amount so determined shall be deemed to have been
Expenses for such Lease Year.

4.4          Prior
to the actual determination thereof for a Lease Year, Landlord may from time to
time estimate Tenants liability for Expenses and/or Taxes under Section 4.2,
Article 6 and Article 28 for the Lease Year or portion thereof.
Landlord will give Tenant written notification of the amount of such estimate
and Tenant agrees that it will pay, by increase of its Monthly Installments of
Rent due in such Lease Year, additional rent in the amount of such estimate.
Any such increased rate of Monthly Installments of Rent pursuant to this Section
4.4 shall remain in effect until further written notification to Tenant
pursuant hereto.

4.5          When
the above mentioned actual determination of Tenants liability for Expenses
and/or Taxes is made for any Lease Year and when Tenant is so notified in
writing, then:

4.5.1          If
the total additional rent Tenant actually paid pursuant to Section 4.3
on account of Expenses and/or Taxes for the Lease Year is less than Tenants
liability for Expenses and/or Taxes, then Tenant shall pay such deficiency to
Landlord as additional rent in one lump sum within thirty (30) days of receipt
of Landlords bill therefor; and

4.5.2          If
the total additional rent Tenant actually paid pursuant to Section 4.3
on account of Expenses and/or Taxes for the Lease Year is more than Tenants
liability for Expenses and/or Taxes, then Landlord shall credit the difference
against the then next due payments to be made by Tenant under this Article 4,
or, if the Lease has terminated, refund the difference in cash.

4.6          If
the Commencement Date is other than January 1 or if the Termination Date is
other than December 31, Tenants liability for Expenses and Taxes for the Lease
Year in which said Date occurs shall be prorated based upon a three hundred
sixty-five (365) day year.

5.       SECURITY DEPOSIT. Tenant shall deposit
the Security Deposit with Landlord upon the execution of this Lease. Said sum
shall be held by Landlord as security for the faithful performance by Tenant of
all the terms, covenants and conditions of this Lease to be kept and performed
by Tenant and not as an advance rental deposit or as a measure of Landlords
damage in case of Tenants default. If Tenant defaults with respect to any
provision of this Lease, Landlord may use any part of the Security Deposit for
the payment of any rent or any other sum in

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default,
or for the payment of any amount which Landlord may spend or become obligated
to spend by reason of Tenants default, or to compensate Landlord for any other
loss or damage which Landlord may suffer by reason of Tenants default. If any
portion is so used, Tenant shall within five (5) days after written demand
therefor, deposit with Landlord an amount sufficient to restore the Security
Deposit to its original amount and Tenants failure to do so shall be a
material breach of this Lease. Except to such extent, if any, as shall be
required by law, Landlord shall not be required to keep the Security Deposit
separate from its general funds, and Tenant shall not be entitled to interest
on such deposit. If Tenant shall fully and faithfully perform every provision
of this Lease to be performed by it, the Security Deposit or any balance
thereof shall be returned to Tenant at such time after termination of this
Lease when Landlord shall have determined that all of Tenants obligations
under this Lease have been fulfilled.

6.       ALTERATIONS.

6.1          Except
for those, if any, specifically provided for in Exhibit B to this Lease,
Tenant shall not make or suffer to be made any alterations, additions, or
improvements, including, but not limited to, the attachment of any fixtures or
equipment in, on, or to the Premises or any part thereof or the making of any
improvements as required by Article 7, without the prior written consent of
Landlord. When applying for such consent, Tenant shall, if requested by
Landlord, furnish complete plans and specifications for such alterations,
additions and improvements. Landlords consent shall not be unreasonably
withheld with respect to alterations which (i) are not structural in nature,
(ii) are not visible from the exterior of the Building, and (iii) do not affect
or require modification of the Buildings electrical, mechanical, plumbing, HVAC
or other systems.

6.2          In
the event Landlord consents to the making of any such alteration, addition or
improvement by Tenant, the same shall be made by using either Landlords
contractor or a contractor reasonably approved by Landlord, in either event at
Tenants sole cost and expense. If Tenant shall employ any contractor other
than Landlords contractor and such other contractor or any subcontractor of
such other contractor shall employ any non-union labor or supplier, Tenant
shall be responsible for and hold Landlord harmless from any and all delays,
damages and extra costs suffered by Landlord as a result of any dispute with
any labor unions concerning the wage, hours, terms or conditions of the
employment of any such labor.

6.3          All
alterations, additions or improvements proposed by Tenant shall be constructed
in accordance with all government laws, ordinances, rules and regulations,
using Building standard materials where applicable, and Tenant shall, prior to
construction, provide the additional insurance required under Article 11
in such case, and also all such assurances to Landlord as Landlord shall
reasonably require to assure payment of the costs thereof, including but not
limited to, notices of non-responsibility, waivers of lien, surety company
performance bonds and funded construction escrows and to protect Landlord and
the Building and appurtenant land against any loss from any mechanics,
materialmens or other liens. Tenant shall pay in addition to any sums due
pursuant to Article 4 any increase in real estate taxes attributable to
any such alteration, addition or improvement for so long, during the Term, as
such increase is ascertainable; at Landlords election said sums shall be paid
in the same way as sums due under Article 4. Landlord may, as a
condition to its consent to any particular alterations or improvements, require
Tenant to deposit with Landlord the amount reasonably estimated by Landlord as
sufficient to cover the cost of removing such alterations or improvements and
restoring the Premises, to the extent required under Section 26.2.

7.       REPAIR.

7.1          Landlord
shall have no obligation to alter, remodel, improve, repair, decorate or paint
the Premises, except as specified in Exhibit B if attached to this Lease
and except that Landlord shall repair and maintain the structural portions of
the roof, foundation and walls of the Building. By taking possession of the
Premises, Tenant accepts them as being in good order, condition and repair and
in the condition in which Landlord is obligated to deliver them, except as set
forth in the punch list to be delivered pursuant to Section 2.1. It is
hereby understood and agreed that no representations respecting the condition
of the Premises or the Building have been made by Landlord to Tenant, except as
specifically set forth in this Lease. Landlord shall not be liable for any
failure to make any repairs or to perform any maintenance unless such failure
shall persist for an unreasonable time after written notice of the need of such
repairs or maintenance is given to Landlord by Tenant.

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7.2          Tenant
shall at its own cost and expense keep and maintain all parts of the Premises
and such portion of the Building and improvements as are within the exclusive
control of Tenant in good condition, promptly making all necessary repairs and
replacements, whether ordinary or extraordinary, with materials and workmanship
of the same character, kind and quality as the original (including, but not
limited to, repair and replacement of all fixtures installed by Tenant, water
heaters serving the Premises, windows, glass and plate glass, doors, exterior
stairs, skylights, any special office entries, interior walls and finish work,
floors and floor coverings, heating and air conditioning systems serving the
Premises, electrical systems and fixtures, sprinkler systems, dock boards, truck
doors, dock bumpers, plumbing work and fixtures, and performance of regular
removal of trash and debris). Tenant as part of its obligations hereunder shall
keep the Premises in a clean and sanitary condition. Tenant will, as far as
possible keep all such parts of the Premises from deterioration due to ordinary
wear and from falling temporarily out of repair, and upon termination of this
Lease in any way Tenant will yield up the Premises to Landlord in good
condition and repair, loss by fire or other casualty excepted (but not
excepting any damage to glass). Tenant shall, at its own cost and expense,
repair any damage to the Premises or the Building resulting from and/or caused
in whole or in part by the negligence or misconduct of Tenant, its agents, employees,
contractors, invitees, or any other person entering upon the Premises as a
result of Tenants business activities or caused by Tenants default hereunder.

7.3          Except
as provided in Article 22, there shall be no abatement of rent and no
liability of Landlord by reason of any injury to or interference with Tenants
business arising from the making of any repairs, alterations or improvements in
or to any portion of the Building or the Premises or to fixtures, appurtenances
and equipment in the Building. Except to the extent, if any, prohibited by law,
Tenant waives the right to make repairs at Landlords expense under any law,
statute or ordinance now or hereafter in effect.

7.4          Tenant
shall, at its own cost and expense, enter into a regularly scheduled preventive
maintenance/service contract with a maintenance contractor approved by Landlord
for servicing all heating and air conditioning systems and equipment serving
the Premises (and a copy thereof shall be furnished to Landlord). The service
contract must become effective within thirty (30) days of the date Tenant takes
possession of the Premises. Should Tenant fail to do so, Landlord may, upon
notice to Tenant, enter into such a maintenance/ service contract on behalf of
Tenant or perform the work and in either case, charge Tenant the cost thereof
along with a reasonable amount for Landlords overhead.

8.       LIENS. Tenant shall keep the Premises,
the Building and appurtenant land and Tenants leasehold interest in the
Premises free from any liens arising out of any services, work or materials
performed, furnished, or contracted for by Tenant, or obligations incurred by
Tenant. In the event that Tenant fails, within ten (10) days following the
imposition of any such lien, to either cause the same to be released of record
or provide Landlord with insurance against the same issued by a major title
insurance company or such other protection against the same as Landlord shall
accept (such failure to constitute an Event of Default), Landlord shall have
the right to cause the same to be released by such means as it shall deem
proper, including payment of the claim giving rise to such lien. All such sums
paid by Landlord and all expenses incurred by it in connection therewith shall
be payable to it by Tenant within five (5) days of Landlords demand.

9.       ASSIGNMENT AND SUBLETTING.

9.1          Tenant
shall not have the right to assign or pledge this Lease or to sublet the whole
or any part of the Premises whether voluntarily or by operation of law, or
permit the use or occupancy of the Premises by anyone other than Tenant, and
shall not make, suffer or permit such assignment, subleasing or occupancy
without the prior written consent of Landlord, such consent not to be
unreasonably withheld, and said restrictions shall be binding upon any and all
assignees of the Lease and subtenants of the Premises. In the event Tenant
desires to sublet, or permit such occupancy of, the Premises, or any portion
thereof, or assign this Lease, Tenant shall give written notice thereof to
Landlord at least sixty (60) days but no more than one hundred twenty (120)
days prior to the proposed commencement date of such subletting or assignment,
which notice shall set forth the name of the proposed subtenant or assignee,
the relevant terms of any sublease or assignment and copies of financial
reports and other relevant financial information of the proposed subtenant or
assignee.

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9.2          Notwithstanding
any assignment or subletting, permitted or otherwise, Tenant shall at all times
remain directly, primarily and fully responsible and liable for the payment of the
rent specified in this Lease and for compliance with all of its other
obligations under the terms, provisions and covenants of this Lease. Upon the
occurrence of an Event of Default, if the Premises or any part of them are then
assigned or sublet, Landlord, in addition to any other remedies provided in
this Lease or provided by law, may, at its option, collect directly from such
assignee or subtenant all rents due and becoming due to Tenant under such
assignment or sublease and apply such rent against any sums due to Landlord
from Tenant under this Lease, and no such collection shall be construed to
constitute a novation or release of Tenant from the further performance of
Tenants obligations under this Lease.

9.3          In
addition to Landlords right to approve of any subtenant or assignee, Landlord
shall have the option, in its sole discretion, in the event of any proposed
subletting or assignment, to terminate this Lease, or in the case of a proposed
subletting of less than the entire Premises, to recapture the portion of the
Premises to be sublet, as of the date the subletting or assignment is to be
effective. The option shall be exercised, if at all, by Landlord giving Tenant
written notice within thirty (30) days following Landlords receipt of Tenants
written notice as required above. However, if Tenant notifies Landlord, within
five (5) days after receipt of Landlords termination notice, that Tenant is
rescinding its proposed assignment or sublease, the termination notice shall be
void and the Lease shall continue in full force and effect. If this Lease shall
be terminated with respect to the entire Premises pursuant to this Section, the
Term of this Lease shall end on the date stated in Tenants notice as the
effective date of the sublease or assignment as if that date had been
originally fixed in this Lease for the expiration of the Term. If Landlord
recaptures under this Section only a portion of the Premises, the rent to be
paid from time to time during the unexpired Term shall abate proportionately
based on the proportion by which the approximate square footage of the
remaining portion of the Premises shall be less than that of the Premises as of
the date immediately prior to such recapture. Tenant shall, at Tenants own
cost and expense, discharge in full any outstanding commission obligation which
may be due and owing as a result of any proposed assignment or subletting,
whether or not the Premises are recaptured pursuant to this Section 9.3
and rented by Landlord to the proposed tenant or any other tenant.

9.4          In
the event that Tenant sells, sublets, assigns or transfers this Lease, Tenant
shall pay to Landlord as additional rent an amount equal to one hundred percent
(100%) of any Increased Rent (as defined below), less the Costs Component (as
defined below), when and as such Increased Rent is received by Tenant. As used
in this Section, Increased Rent shall mean the excess of (i) all rent and
other consideration which Tenant is entitled to receive by reason of any sale,
sublease, assignment or other transfer of this Lease, over (ii) the rent
otherwise payable by Tenant under this Lease at such time. For purposes of the
foregoing, any consideration received by Tenant in form other than cash shall
be valued at its fair market value as determined by Landlord in good faith. The
Costs Component is that amount which, if paid monthly, would fully amortize
on a straight-line basis, over the entire period for which Tenant is to receive
Increased Rent, the reasonable costs incurred by Tenant for leasing commissions
and tenant improvements in connection with such sublease, assignment or other
transfer.

9.5          Notwithstanding
any other provision hereof, it shall be considered reasonable for Landlord to withhold
its consent to any assignment of this Lease or sublease of any portion of the
Premises if at the time of either Tenants notice of the proposed assignment or
sublease or the proposed commencement date thereof, there shall exist any
uncured default of Tenant or matter which will become a default of Tenant with
passage of time unless cured, or if the proposed assignee or sublessee is an
entity: (i) with which Landlord is already in negotiation; (ii) is already an
occupant of the Building unless Landlord is unable to provide the amount of
space required by such occupant; (iii) is a governmental agency; (iv) is
incompatible with the character of occupancy of the Building; (v) with which
the payment for the sublease or assignment is determined in whole or in part
based upon its net income or profits; or (vi) would subject the Premises to a
use which would: (a) involve increased personnel or wear upon the Building; (b)
violate any exclusive right granted to another tenant of the Building; (c)
require any addition to or modification of the Premises or the Building in
order to comply with building code or other governmental requirements; or, (d)
involve a violation of Section 1.2. Tenant expressly agrees that for the
purposes of any statutory or other requirement of reasonableness on the part of
Landlord, Landlords refusal to consent to any assignment or sublease for any
of the reasons described in this Section 9.5, shall be conclusively
deemed to be reasonable.

9.6          Upon
any request to assign or sublet, Tenant will pay to Landlord the
Assignment/Subletting Fee plus, on demand, a sum equal to all of Landlords
costs, including reasonable attorneys fees, incurred in

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investigating
and considering any proposed or purported assignment or pledge of this Lease or
sublease of any of the Premises, regardless of whether Landlord shall consent
to, refuse consent, or determine that Landlords consent is not required for,
such assignment, pledge or sublease. Any purported sale, assignment, mortgage,
transfer of this Lease or subletting which does not comply with the provisions
of this Article 9 shall be void.

9.7          If
Tenant is a corporation, limited liability company, partnership or trust, any
transfer or transfers of or change or changes within any twelve (12) month
period in the number of the outstanding voting shares of the corporation or
limited liability company, the general partnership interests in the partnership
or the identity of the persons or entities controlling the activities of such
partnership or trust resulting in the persons or entities owning or controlling
a majority of such shares, partnership interests or activities of such
partnership or trust at the beginning of such period no longer having such
ownership or control shall be regarded as equivalent to an assignment of this
Lease to the persons or entities acquiring such ownership or control and shall
be subject to all the provisions of this Article 9 to the same extent and for
all intents and purposes as though such is an assignment.

10.      INDEMNIFICATION. NONE OF THE LANDLORD
ENTITIES SHALL BE LIABLE AND TENANT HEREBY WAIVES ALL CLAIMS AGAINST THEM FOR ANY
DAMAGE TO ANY PROPERTY OR ANY INJURY TO ANY PERSON IN OR ABOUT THE PREMISES OR
THE BUILDING BY OR FROM ANY CAUSE WHATSOEVER (INCLUDING WITHOUT LIMITING THE
FOREGOING, RAIN OR WATER LEAKAGE OF ANY CHARACTER FROM THE ROOF, WINDOWS,
WALLS, BASEMENT, PIPES, PLUMBING WORKS OR APPLIANCES, THE BUILDING NOT BEING IN
GOOD CONDITION OR REPAIR, GAS, FIRE, OIL, ELECTRICITY OR THEFT), EXCEPT TO THE
EXTENT CAUSED BY OR ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
LANDLORD OR ITS AGENTS, EMPLOYEES OR CONTRACTORS. TENANT SHALL PROTECT, DEFEND,
INDEMNIFY AND HOLD THE LANDLORD ENTITIES HARMLESS FROM AND AGAINST ANY AND ALL
LOSS, CLAIMS, LIABILITY OR COSTS (INCLUDING COURT COSTS AND ATTORNEYS FEES)
INCURRED BY REASON OF (I) ANY DAMAGE TO ANY PROPERTY (INCLUDING BUT NOT LIMITED
TO PROPERTY OF ANY LANDLORD ENTITY) OR ANY INJURY (INCLUDING BUT NOT LIMITED TO
DEATH) TO ANY PERSON OCCURRING IN, ON OR ABOUT THE PREMISES OR THE BUILDING TO
THE EXTENT THAT SUCH INJURY OR DAMAGE SHALL BE CAUSED BY OR ARISE FROM ANY ACTUAL
OR ALLEGED ACT, NEGLECT, FAULT, OR OMISSION BY OR OF TENANT OR ANY TENANT
ENTITY TO MEET ANY STANDARDS IMPOSED BY ANY DUTY WITH RESPECT TO THE INJURY OR
DAMAGE; (II) THE CONDUCT OR MANAGEMENT OF ANY WORK OR THING WHATSOEVER DONE BY
THE TENANT IN OR ABOUT THE PREMISES OR FROM TRANSACTIONS OF THE TENANT
CONCERNING THE PREMISES; (III) TENANTS FAILURE TO COMPLY WITH ANY AND ALL
GOVERNMENTAL LAWS, ORDINANCES AND REGULATIONS APPLICABLE TO THE CONDITION OR
USE OF THE PREMISES OR ITS OCCUPANCY; OR (IV) ANY BREACH OR DEFAULT ON THE PART
OF TENANT IN THE PERFORMANCE OF ANY COVENANT OR AGREEMENT ON THE PART OF THE
TENANT TO BE PERFORMED PURSUANT TO THIS LEASE; THIS INDEMNITY SHALL BE
EFFECTIVE EVEN WHEN LANDLORD OR ITS AGENTS, EMPLOYEES OR CONTRACTORS ARE JOINTLY,
COMPARATIVELY, CONTRIBUTIVELY, OR CONCURRENTLY NEGLIGENT WITH TENANT; PROVIDED,
HOWEVER, THAT IN SUCH SITUATIONS TENANT SHALL HAVE NO OBLIGATION TO INDEMNIFY
LANDLORD FOR LANDLORDS OR ITS AGENTS, EMPLOYEES OR CONTRACTORS GROSS
NEGLIGENCE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN THE
EVENT ANY ACT OR OMISSION OF TENANT OR ANY TENANT ENTITY RESULTS IN A LOSS,
CLAIM, CAUSE OF ACTION, OR SUIT THAT IS BASED UPON THE STRICT LIABILITY OF
LANDLORD, ANY LANDLORD ENTITY OR LANDLORDS CONTRACTORS, THEN TENANT SHALL
PROTECT, DEFEND, INDEMNIFY AND HOLD THE LANDLORD ENTITIES HARMLESS FROM AND
AGAINST ANY AND ALL LOSS, CLAIMS, LIABILITY OR COSTS (INCLUDING COURT COSTS AND
ATTORNEYS FEES) INCURRED BY REASON OF SUCH ACT OR OMISSION OF TENANT OR TENANT
ENTITY. THE PROVISIONS OF THIS ARTICLE SHALL SURVIVE THE TERMINATION OF THIS
LEASE WITH RESPECT TO ANY CLAIMS OR LIABILITY ACCRUING PRIOR TO SUCH
TERMINATION.

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11.      INSURANCE.

11.1          Tenant
shall keep in force throughout the Term: (i) a Commercial General Liability
insurance policy or policies to protect the Landlord Entities against any
liability to the public or to any invitee of Tenant or a Landlord Entity
incidental to the use of or resulting from any accident occurring in or upon
the Premises with a limit of not less than $1,000,000 per occurrence and not
less than $2,000,000 in the annual aggregate, or such larger amount as Landlord
may prudently require from time to time, covering bodily injury and property
damage liability and $1,000,000 products/completed operations aggregate; (ii)
Business Auto Liability covering owned, non-owned and hired vehicles with a
limit of not less than $1,000,000 per accident; (iii) insurance protecting
against liability under Workers Compensation Laws with limits at least as
required by statute; (iv) Employers Liability with limits of $1,000,000 each
accident, $1,000,000 disease policy limit, $1,000,000 diseaseeach employee;
(v) All Risk or Special Form coverage protecting Tenant against loss of or
damage to Tenants alterations, additions, improvements, carpeting, floor
coverings, panelings, decorations, fixtures, inventory and other business
personal property situated in or about the Premises to the full replacement
value of the property so insured, (vi) Business Interruption Insurance for 100%
of the 12 months actual loss sustained, and (vii) Excess Liability in the
amount of $2,000,000.

11.2          The
aforesaid policies shall (i) be provided at Tenants expense; (ii) name the
Landlord Entities as additional insureds (General Liability) and loss payee
(PropertySpecial Form); (ii) be issued by an insurance company with a minimum
Bests rating of A:VII during the Term; and (iv) provide that said insurance
shall not be canceled unless thirty (30) days prior written notice (ten days
for non-payment of premium) shall have been given to Landlord; a certificate of
Liability insurance on ACORD Form 25 and a certificate of Property insurance on
ACORD Form 27 shall be delivered to Landlord by Tenant upon the Commencement
Date and at least thirty (30) days prior to each renewal of said insurance.

11.3          Whenever
Tenant shall undertake any alterations, additions or improvements in, to or
about the Premises (Work) the aforesaid insurance protection must extend to
and include injuries to persons and damage to property arising in connection
with such Work, without limitation including liability under any applicable
structural work act, and such other insurance as Landlord shall require; and
the policies of or certificates evidencing such insurance must be delivered to
Landlord prior to the commencement of any such Work.

12.      WAIVER OF SUBROGATION. So long as their
respective insurers so permit, Tenant and Landlord hereby mutually waive their
respective rights of recovery against each other for any loss insured by fire,
extended coverage, All Risks or other insurance now or hereafter existing for
the benefit of the respective party but only to the extent of the net insurance
proceeds payable under such policies. Each party shall obtain any special
endorsements required by their insurer to evidence compliance with the
aforementioned waiver.

13.      SERVICES AND UTILITIES. Tenant shall
pay for all water, gas, heat, light, power, telephone, sewer, sprinkler system
charges and other utilities and services used on or from the Premises, together
with any taxes, penalties, and surcharges or the like pertaining thereto and
any maintenance charges for utilities. Tenant shall furnish all electric light
bulbs, tubes and ballasts, battery packs for emergency lighting and fire
extinguishers. If any such services are not separately metered to Tenant,
Tenant shall pay such proportion of all charges jointly metered with other
premises as determined by Landlord, in its sole discretion, to be reasonable.
Any such charges paid by Landlord and assessed against Tenant shall be immediately
payable to Landlord on demand and shall be additional rent hereunder. Tenant
will contract directly with a utility provider to service the Premises with
electrical service; however Tenant will not, without the written consent of
Landlord, contract with a utility provider to service the Premises with any
other utility, including, but not limited to, telecommunications, water, sewer
or gas, which is not previously providing such service to other tenants in the
Building. Landlord shall in no event be liable for any interruption or failure
of utility services on or to the Premises.

14.      HOLDING OVER. Tenant shall pay Landlord
for each day Tenant retains possession of the Premises or part of them after
termination of this Lease by lapse of time or otherwise at the rate (Holdover
Rate) which shall be One Hundred Fifty Percent (150%) of the greater of (i)
the amount of the Annual Rent for the last period prior to the date of such
termination plus all Rent Adjustments under Article 4; and (ii) the then
market rental value of the Premises as determined by Landlord assuming a new
lease of the Premises of the then usual duration and other terms, in either
case, prorated on a daily basis, and also pay all damages sustained by Landlord
by reason of such

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retention.
If Landlord gives notice to Tenant of Landlords election to such effect, such
holding over shall constitute renewal of this Lease for a period from month to
month or one (1) year, whichever shall be specified in such notice, in either
case at the Holdover Rate, but if the Landlord does not so elect, no such
renewal shall result notwithstanding acceptance by Landlord of any sums due hereunder
after such termination; and instead, a tenancy at sufferance at the Holdover
Rate shall be deemed to have been created. In any event, no provision of this
Article 14 shall be deemed to waive Landlords right of reentry or any other
right under this Lease or at law.

15.      SUBORDINATION. Without the necessity of
any additional document being executed by Tenant for the purpose of effecting a
subordination, this Lease shall be subject and subordinate at all times to
ground or underlying leases and to the lien of any mortgages or deeds of trust
now or hereafter placed on, against or affecting the Building, Landlords
interest or estate in the Building, or any ground or underlying lease;
provided, however, that if the lessor, mortgagee, trustee, or holder of any
such mortgage or deed of trust elects to have Tenants interest in this Lease
be superior to any such instrument, then, by notice to Tenant, this Lease shall
be deemed superior, whether this Lease was executed before or after said
instrument. Notwithstanding the foregoing, Tenant covenants and agrees to
execute and deliver within ten (10) days of Landlords request such further
instruments evidencing such subordination or superiority of this Lease as may
be required by Landlord.

16.      RULES AND REGULATIONS. Tenant shall
faithfully observe and comply with all the rules and regulations as set forth
in Exhibit D to this Lease and all reasonable and non-discriminatory
modifications of and additions to them from time to time put into effect by
Landlord. Landlord shall not be responsible to Tenant for the non-performance
by any other tenant or occupant of the Building of any such rules and
regulations.

17.      REENTRY BY LANDLORD.

17.1          Landlord
reserves and shall at all times have the right to re-enter the Premises to
inspect the same, to show said Premises to prospective purchasers, mortgagees
or tenants, and to alter, improve or repair the Premises and any portion of the
Building, without abatement of rent, and may for that purpose erect, use and
maintain scaffolding, pipes, conduits and other necessary structures and open
any wall, ceiling or floor in and through the Building and Premises where
reasonably required by the character of the work to be performed, provided entrance
to the Premises shall not be blocked thereby, and further provided that the
business of Tenant shall not be interfered with unreasonably. Landlord shall
have the right at any time to change the arrangement and/or locations of
entrances, or passageways, doors and doorways, and corridors, windows,
elevators, stairs, toilets or other public parts of the Building and to change
the name, number or designation by which the Building is commonly known. In the
event that Landlord damages any portion of any wall or wall covering, ceiling,
or floor or floor covering within the Premises, Landlord shall repair or
replace the damaged portion to match the original as nearly as commercially
reasonable but shall not be required to repair or replace more than the portion
actually damaged. Tenant hereby waives any claim for damages for any injury or
inconvenience to or interference with Tenants business, any loss of occupancy
or quiet enjoyment of the Premises, and any other loss occasioned by any action
of Landlord authorized by this Article 17.

17.2          For
each of the aforesaid purposes, Landlord shall at all times have and retain a
key with which to unlock all of the doors in the Premises, excluding Tenants
vaults and safes or special security areas (designated in advance), and
Landlord shall have the right to use any and all means which Landlord may deem
proper to open said doors in an emergency to obtain entry to any portion of the
Premises. As to any portion to which access cannot be had by means of a key or
keys in Landlords possession, Landlord is authorized to gain access by such
means as Landlord shall elect and the cost of repairing any damage occurring in
doing so shall be borne by Tenant and paid to Landlord within five (5) days of
Landlords demand. Notwithstanding anything to the contrary in this Section
17.2, Landlord shall notify Tenant of Landlords entry as soon as is reasonably
possible.

18.      DEFAULT.

18.1          Except
as otherwise provided in Article 20, the following events shall be
deemed to be Events of Default under this Lease:

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18.1.1     Tenant
shall fail to pay when due any sum of money becoming due to be paid to Landlord
under this Lease, whether such sum be any installment of the rent reserved by
this Lease, any other amount treated as additional rent under this Lease, or
any other payment or reimbursement to Landlord required by this Lease, whether
or not treated as additional rent under this Lease, and such failure shall
continue for a period of five (5) days after written notice that such payment was
not made when due, but if any such notice shall be given, for the twelve (12)
month period commencing with the date of such notice, the failure to pay within
five (5) days after due any additional sum of money becoming due to be paid to
Landlord under this Lease during such period shall be an Event of Default,
without notice.

18.1.2     Tenant
shall fail to comply with any term, provision or covenant of this Lease which
is not provided for in another Section of this Article and shall not cure such
failure within twenty (20) days (forthwith, if the failure involves a hazardous
condition) after written notice of such failure to Tenant provided, however,
that such failure shall not be an event of default if such failure could not reasonably
be cured during such twenty (20) day period, Tenant has commenced the cure
within such twenty (20) day period and thereafter is diligently pursuing such
cure to completion, but the total aggregate cure period shall not exceed ninety
(90) days.

18.1.3     Tenant
shall fail to vacate the Premises immediately upon termination of this Lease, by
lapse of time or otherwise, or upon termination of Tenants right to possession
only.

18.1.4     Tenant
shall become insolvent, admit in writing its inability to pay its debts
generally as they become due, file a petition in bankruptcy or a petition to
take advantage of any insolvency statute, make an assignment for the benefit of
creditors, make a transfer in fraud of creditors, apply for or consent to the
appointment of a receiver of itself or of the whole or any substantial part of
its property, or file a petition or answer seeking reorganization or
arrangement under the federal bankruptcy laws, as now in effect or hereafter
amended, or any other applicable law or statute of the United States or any
state thereof.

18.1.5     A
court of competent jurisdiction shall enter an order, judgment or decree
adjudicating Tenant bankrupt, or appointing a receiver of Tenant, or of the
whole or any substantial part of its property, without the consent of Tenant,
or approving a petition filed against Tenant seeking reorganization or
arrangement of Tenant under the bankruptcy laws of the United States, as now in
effect or hereafter amended, or any state thereof, and such order, judgment or
decree shall not be vacated or set aside or stayed within sixty (60) days from
the date of entry thereof.

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|19.     REMEDIES.

19.1        Except
as otherwise provided in Article 20, upon the occurrence of any of the
Events of Default described or referred to in Article 18, Landlord shall
have the option to pursue any one or more of the following remedies without any
notice or demand whatsoever, concurrently or consecutively and not
alternatively:

19.1.1     Landlord
may, at its election, terminate this Lease or terminate Tenants right to
possession only, without terminating the Lease.

19.1.2     Upon
any termination of this Lease, whether by lapse of time or otherwise, or upon
any termination of Tenants right to possession without termination of the
Lease, Tenant shall surrender possession and vacate the Premises immediately,
and deliver possession thereof to Landlord, and Tenant hereby grants to
Landlord full and free license to enter into and upon the Premises in such
event and to repossess Landlord of the Premises as of Landlords former estate
and to expel or remove Tenant and any others who may be occupying or be within
the Premises and to remove Tenants signs and other evidence of tenancy and all
other property of Tenant therefrom without being deemed in any manner guilty of
trespass, eviction or forcible entry or detainer, and without incurring any
liability for any damage resulting therefrom, Tenant waiving any right to claim
damages for such re-entry and expulsion, and without relinquishing Landlords
right to rent or any other right given to Landlord under this Lease or by
operation of law.

19.1.3     Upon
any termination of this Lease, whether by lapse of time or otherwise, Landlord
shall be entitled to recover as damages, all rent, including any amounts
treated as additional rent under this Lease,

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and other sums due and payable by Tenant on the date of termination,
plus as liquidated damages and not as a penalty, an amount equal to the sum of:
(i) an amount equal to the then present value of the rent reserved in this
Lease for the residue of the stated Term of this Lease including any amounts
treated as additional rent under this Lease and all other sums provided in this
Lease to be paid by Tenant, minus the fair rental value of the Premises for
such residue; (ii) the value of the time and expense necessary to obtain a
replacement tenant or tenants, and the estimated expenses described in Section
19.1.4 relating to recovery of the Premises, preparation for reletting and
for reletting itself; and (iii) the cost of performing any other covenants
which would have otherwise been performed by Tenant.

19.1.4     Upon
any termination of Tenants right to possession only without termination of the
Lease:

19.1.4.1  Neither
such termination of Tenants right to possession nor Landlords taking and holding
possession thereof as provided in Section 19.1.2 shall terminate the Lease or
release Tenant, in whole or in part, from any obligation, including Tenants
obligation to pay the rent, including any amounts treated as additional rent,
under this Lease for the full Term, and if Landlord so elects Tenant shall
continue to pay to Landlord the entire amount of the rent as and when it becomes
due, including any amounts treated as additional rent under this Lease, for the
remainder of the Term plus any other sums provided in this Lease to be paid by
Tenant for the remainder of the Term.

19.1.4.2  Landlord
shall use commercially reasonable efforts to relet the Premises or portions
thereof to the extent required by applicable law. Landlord and Tenant agree
that nevertheless Landlord shall at most be required to use only the same
efforts Landlord then uses to lease premises in the Building generally and that
in any case that Landlord shall not be required to give any preference or
priority to the showing or leasing of the Premises or portions thereof over any
other space that Landlord may be leasing or have available and may place a
suitable prospective tenant in any such other space regardless of when such
other space becomes available and that Landlord shall have the right to relet
the Premises for a greater or lesser term than that remaining under this Lease,
the right to relet only a portion of the Premises, or a portion of the Premises
or the entire Premises as a part of a larger area, and the right to change the
character or use of the Premises. In connection with or in preparation for any
reletting, Landlord may, but shall not be required to, make repairs,
alterations and additions in or to the Premises and redecorate the same to the
extent Landlord deems necessary or desirable, and Tenant shall pay the cost
thereof, together with Landlords expenses of reletting, including, without
limitation, any commission incurred by Landlord, within five (5) days of
Landlords demand. Landlord shall not be required to observe any instruction
given by Tenant about any reletting or accept any tenant offered by Tenant
unless such offered tenant has a credit-worthiness acceptable to Landlord and
leases the entire Premises upon terms and conditions including a rate of rent
(after giving effect to all expenditures by Landlord for tenant improvements,
brokers commissions and other leasing costs) all no less favorable to Landlord
than as called for in this Lease, nor shall Landlord be required to make or
permit any assignment or sublease for more than the current term or which
Landlord would not be required to permit under the provisions of Article 9.

19.1.4.3  Until
such time as Landlord shall elect to terminate the Lease and shall thereupon be
entitled to recover the amounts specified in such case in Section 19.1.3,
Tenant shall pay to Landlord upon demand the full amount of all rent, including
any amounts treated as additional rent under this Lease and other sums reserved
in this Lease for the remaining Term, together with the costs of repairs,
alterations, additions, redecorating and Landlords expenses of reletting and
the collection of the rent accruing therefrom (including reasonable attorneys
fees and brokers commissions), as the same shall then be due or become due
from time to time, less only such consideration as Landlord may have received
from any reletting of the Premises; and Tenant agrees that Landlord may file
suits from time to time to recover any sums falling due under this Article 19 as they become due. Any proceeds of reletting by Landlord in excess of the
amount then owed by Tenant to Landlord from time to time shall be credited
against Tenants future obligations under this Lease but shall not otherwise be
refunded to Tenant or inure to Tenants benefit.

19.2        Upon
the occurrence of an Event of Default, Landlord may (but shall not be obligated
to) cure such default at Tenants sole expense. Without limiting the generality
of the foregoing, Landlord may, at Landlords option, enter into and upon the
Premises if Landlord determines in its sole discretion that Tenant is not acting
within

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a commercially reasonable time to maintain, repair or replace anything
for which Tenant is responsible under this Lease or to otherwise effect
compliance with its obligations under this Lease and correct the same, without
being deemed in any manner guilty of trespass, eviction or forcible entry and
detainer and without incurring any liability for any damage or interruption of
Tenants business resulting therefrom and Tenant agrees to reimburse Landlord
within five (5) days of Landlords demand as additional rent, for any expenses
which Landlord may incur in thus effecting compliance with Tenants obligations
under this Lease, plus interest from the date of expenditure by Landlord at the
Wall Street Journal prime rate.

19.3        Tenant
understands and agrees that in entering into this Lease, Landlord is relying
upon receipt of all the Annual and Monthly Installments of Rent to become due
with respect to all the Premises originally leased hereunder over the full
Initial Term of this Lease for amortization, including interest at the
Amortization Rate. For purposes hereof, the Concession Amount shall be
defined as the aggregate of all amounts (i) forgone or expended by Landlord as
free rent under the lease, (ii) under Exhibit B hereof for construction
allowances (excluding therefrom any amounts expended by Landlord for Landlords
Work, as defined in Exhibit B), and (iii) for brokers commissions
payable by reason of this Lease (each of subsections (i), (ii) and (iii)
being hereinafter referred to as a Concession). Accordingly, Tenant agrees
that if this Lease or Tenants right to possession of the Premises leased
hereunder shall be terminated as of any date (Default Termination Date) prior
to the expiration of the full Initial Term hereof by reason of a default of
Tenant, there shall be due and owing to Landlord as of the day prior to the
Default Termination Date, as rent in addition to all other amounts owed by
Tenant as of such Date, the amount (Unamortized Amount) of the Concession
Amount determined as set forth below; provided, however, that in the event that
such amounts are recovered by Landlord pursuant to any other provision of this Article
19, Landlord agrees that it shall not attempt to recover such amounts
pursuant to this Section 19.3. For the purposes hereof, the Unamortized
Amount shall be calculated by dividing (i) the Concession Amount plus interest
accruing at the Amortization Rate and amortizing fully over the period
commencing on the Commencement Date and ending on the last day of the Initial
Term of this Lease, computed on the basis of a 365 day year, by (ii) the total
number of days in the Initial Term of this Lease, then multiplying such
quotient by (iii) the number of days in the period commencing on the
Termination Date and ending on the last day of the Initial Term of this Lease.
The foregoing provisions shall also apply to and upon any reduction of space in
the Premises, as though such reduction were a termination for Tenants default,
except that (i) the Unamortized Amount shall be reduced by any amounts paid by
Tenant to Landlord to effectuate such reduction and (ii) the manner of
application shall be that the Unamortized Amount shall first be determined as
though for a full termination as of the Effective Date of the elimination of
the portion, but then the amount so determined shall be multiplied by the
fraction of which the numerator is the rentable square footage of the
eliminated portion and the denominator is the rentable square footage of the
Premises originally leased hereunder; and the amount thus obtained shall be the
Unamortized Amount.

19.4        If,
on account of any breach or default by Tenant in Tenants obligations under the
terms and conditions of this Lease, it shall become necessary or appropriate
for Landlord to employ or consult with an attorney or collection agency
concerning or to enforce or defend any of Landlords rights or remedies arising
under this Lease or to collect any sums due from Tenant, Tenant agrees to pay
all costs and fees so incurred by Landlord, including, without limitation,
reasonable attorneys fees and costs. Tenant expressly waives any right to: (i)
trial by jury; and (ii) service of any notice required by any present or future
law or ordinance applicable to landlords or tenants but not required by the
terms of this Lease.

19.5        Pursuit
of any of the foregoing remedies shall not preclude pursuit of any of the other
remedies provided in this Lease or any other remedies provided by law (all such
remedies being cumulative), nor shall pursuit of any remedy provided in this
Lease constitute a forfeiture or waiver of any rent due to Landlord under this
Lease or of any damages accruing to Landlord by reason of the violation of any
of the terms, provisions and covenants contained in this Lease.

19.6        No
act or thing done by Landlord or its agents during the Term shall be deemed a termination
of this Lease or an acceptance of the surrender of the Premises, and no
agreement to terminate this Lease or accept a surrender of said Premises shall
be valid, unless in writing signed by Landlord. No waiver by Landlord of any
violation or breach of any of the terms, provisions and covenants contained in
this Lease shall be deemed or construed to constitute a waiver of any other
violation or breach of any of the terms, provisions and covenants contained in
this Lease. Landlords acceptance of the payment of rental or other payments
after the occurrence of an

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Event of Default shall not be construed as a waiver of such Default,
unless Landlord so notifies Tenant in writing. Forbearance by Landlord in
enforcing one or more of the remedies provided in this Lease upon an Event of
Default shall not be deemed or construed to constitute a waiver of such Default
or of Landlords right to enforce any such remedies with respect to such
Default or any subsequent Default.

19.7        To
secure the payment of all rentals and other sums of money becoming due from
Tenant under this Lease, Landlord shall have and Tenant grants to Landlord a
first lien upon the leasehold interest of Tenant under this Lease, which lien
may be enforced in equity, and a continuing security interest upon all goods,
wares, equipment, fixtures, furniture, inventory, accounts, contract rights,
chattel paper and other personal property of Tenant situated on the Premises,
and such property shall not be removed therefrom without the consent of
Landlord until all arrearages in rent as well as any and all other sums of
money then due to Landlord under this Lease shall first have been paid and
discharged. Upon the occurrence of an Event of Default, Landlord shall have, in
addition to any other remedies provided in this Lease or by law, all rights and
remedies under the Uniform Commercial Code, including without limitation the
right to sell the property described in this Section 19.7 at public or
private sale upon five (5) days notice to Tenant. Tenant shall execute all
such financing statements and other instruments as shall be deemed necessary or
desirable in Landlords discretion to perfect the security interest hereby
created.

19.8        Any
and all property which may be removed from the Premises by Landlord pursuant to
the authority of this Lease or of law, to which Tenant is or may be entitled,
may be handled, removed and/or stored, as the case may be, by or at the
direction of Landlord but at the risk, cost and expense of Tenant, and Landlord
shall in no event be responsible for the value, preservation or safekeeping
thereof. Tenant shall pay to Landlord, upon demand, any and all expenses
incurred in such removal and all storage charges against such property so long
as the same shall be in Landlords possession or under Landlords control. Any
such property of Tenant not retaken by Tenant from storage within thirty (30)
days after removal from the Premises shall, at Landlords option, be deemed
conveyed by Tenant to Landlord under this Lease as by a bill of sale without
further payment or credit by Landlord to Tenant.

19.9        If
more than one (1) Event of Default occurs during the Term or any renewal
thereof, Tenants renewal options, expansion options and rights of first offer
and/or refusal, if any are provided for in this Lease, shall be null and void.

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|20.     TENANTS
 BANKRUPTCY OR INSOLVENCY.

20.1        If
at any time and for so long as Tenant shall be subjected to the provisions of
the United States Bankruptcy Code or other law of the United States or any
state thereof for the protection of debtors as in effect at such time (each a Debtors
Law):

20.1.1  Tenant,
Tenant as debtor-in-possession, and any trustee or receiver of Tenants assets
(each a Tenants Representative) shall have no greater right to assume or
assign this Lease or any interest in this Lease, or to sublease any of the
Premises than accorded to Tenant in Article 9, except to the extent
Landlord shall be required to permit such assumption, assignment or sublease by
the provisions of such Debtors Law. Without limitation of the generality of
the foregoing, any right of any Tenants Representative to assume or assign
this Lease or to sublease any of the Premises shall be subject to the
conditions that:

20.1.1.1  Such
Debtors Law shall provide to Tenants Representative a right of assumption of
this Lease which Tenants Representative shall have timely exercised and
Tenants Representative shall have fully cured any default of Tenant under this
Lease.

20.1.1.2  Tenants
Representative or the proposed assignee, as the case shall be, shall have
deposited with Landlord as security for the timely payment of rent an amount
equal to the larger of: (i) three (3) months rent and other monetary charges
accruing under this Lease; and (ii) any sum specified in Article 5; and
shall have provided Landlord with adequate other assurance of the future
performance of the obligations of the Tenant under this Lease. Without
limitation, such assurances shall include, at least, in the case of assumption
of this Lease, demonstration to the satisfaction of the Landlord that Tenants
Representative has and will continue to have sufficient unencumbered assets
after the payment of all secured obligations and administrative

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expenses to
assure Landlord that Tenants Representative will have sufficient funds to
fulfill the obligations of Tenant under this Lease; and, in the case of
assignment, submission of current financial statements of the proposed
assignee, audited by an independent certified public accountant reasonably
acceptable to Landlord and showing a net worth and working capital in amounts
determined by Landlord to be sufficient to assure the future performance by
such assignee of all of the Tenants obligations under this Lease.

20.1.1.3  The
assumption or any contemplated assignment of this Lease or subleasing any part
of the Premises, as shall be the case, will not breach any provision in any
other lease, mortgage, financing agreement or other agreement by which Landlord
is bound.

20.1.1.4  Landlord
shall have, or would have had absent the Debtors Law, no right under Article 9
to refuse consent to the proposed assignment or sublease by reason of the
identity or nature of the proposed assignee or sublessee or the proposed use of
the Premises concerned.

21.     QUIET
ENJOYMENT. Landlord represents and warrants that it has full
right and authority to enter into this Lease and that Tenant, while paying the
rental and performing its other covenants and agreements contained in this
Lease, shall peaceably and quietly have, hold and enjoy the Premises for the
Term without hindrance or molestation from Landlord subject to the terms and
provisions of this Lease. Landlord shall not be liable for any interference or
disturbance by other tenants or third persons, nor shall Tenant be released
from any of the obligations of this Lease because of such interference or
disturbance.

22.     CASUALTY.

22.1        In
the event the Premises or the Building are damaged by fire or other cause and
in Landlords reasonable estimation such damage can be materially restored within
one hundred eighty (180) days, Landlord shall forthwith repair the same and
this Lease shall remain in full force and effect, except that Tenant shall be
entitled to a proportionate abatement in rent from the date of such damage.
Such abatement of rent shall be made pro rata in accordance with the extent to
which the damage and the making of such repairs shall interfere with the use
and occupancy by Tenant of the Premises from time to time. Within forty-five
(45) days from the date of such damage, Landlord shall notify Tenant, in
writing, of Landlords reasonable estimation of the length of time within which
material restoration can be made, and Landlords determination shall be binding
on Tenant. For purposes of this Lease, the Building or Premises shall be deemed
materially restored if they are in such condition as would not prevent or
materially interfere with Tenants use of the Premises for the purpose for
which it was being used immediately before such damage.

22.2        If
such repairs cannot, in Landlords reasonable estimation, be made within one
hundred eighty (180) days, Landlord and Tenant shall each have the option of
giving the other, at any time within ninety (90) days after such damage, notice
terminating this Lease as of the date of such damage. In the event of the
giving of such notice, this Lease shall expire and all interest of the Tenant
in the Premises shall terminate as of the date of such damage as if such date
had been originally fixed in this Lease for the expiration of the Term. In the
event that neither Landlord nor Tenant exercises its option to terminate this
Lease, then Landlord shall repair or restore such damage, this Lease continuing
in full force and effect, and the rent hereunder shall be proportionately abated
as provided in Section 22.1.

22.3        Landlord
shall not be required to repair or replace any damage or loss by or from fire
or other cause to any panelings, decorations, partitions, additions, railings,
ceilings, floor coverings, office fixtures or any other property or
improvements installed on the Premises by, or belonging to, Tenant. Any
insurance which may be carried by Landlord or Tenant against loss or damage to
the Building or Premises shall be for the sole benefit of the party carrying
such insurance and under its sole control.

22.4        In
the event that Landlord should fail to complete such repairs and material
restoration within sixty (60) days after the date estimated by Landlord
therefor as extended by this Section 22.4, Tenant may at its option and
as its sole remedy terminate this Lease by delivering written notice to
Landlord, within fifteen (15) days after the expiration of said period of time,
whereupon the Lease shall end on the date of such notice or such later date
fixed in such notice as if the date of such notice was the date originally
fixed in this Lease for the expiration of

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the Term;
provided, however, that if construction is delayed because of changes,
deletions or additions in construction requested by Tenant, strikes, lockouts,
casualties, Acts of God, war, material or labor shortages, government
regulation or control or other causes beyond the reasonable control of
Landlord, the period for restoration, repair or rebuilding shall be extended
for the amount of time Landlord is so delayed.

22.5        Notwithstanding
anything to the contrary contained in this Article: (i) Landlord shall not have
any obligation whatsoever to repair, reconstruct, or restore the Premises when
the damages resulting from any casualty covered by the provisions of this Article
22 occur during the last twelve (12) months of the Term or any extension
thereof, but if Landlord determines not to repair such damages Landlord shall
notify Tenant and if such damages shall render any material portion of the
Premises untenantable Tenant shall have the right to terminate this Lease by
notice to Landlord within fifteen (15) days after receipt of Landlords notice;
and (ii) in the event the holder of any indebtedness secured by a mortgage or
deed of trust covering the Premises or Building requires that any insurance
proceeds be applied to such indebtedness, then Landlord shall have the right to
terminate this Lease by delivering written notice of termination to Tenant
within fifteen (15) days after such requirement is made by any such holder,
whereupon this Lease shall end on the date of such damage as if the date of
such damage were the date originally fixed in this Lease for the expiration of
the Term.

22.6        In
the event of any damage or destruction to the Building or Premises by any peril
covered by the provisions of this Article 22, it shall be Tenants responsibility
to properly secure the Premises and upon notice from Landlord to remove
forthwith, at its sole cost and expense, such portion of all of the property
belonging to Tenant or its licensees from such portion or all of the Building
or Premises as Landlord shall request.

23.     EMINENT
DOMAIN. If all or any substantial part of the Premises shall be
taken or appropriated by any public or quasi-public authority under the power
of eminent domain, or conveyance in lieu of such appropriation, either party to
this Lease shall have the right, at its option, of giving the other, at any
time within thirty (30) days after such taking, notice terminating this Lease,
except that Tenant may only terminate this Lease by reason of taking or
appropriation, if such taking or appropriation shall be so substantial as to
materially interfere with Tenants use and occupancy of the Premises. If
neither party to this Lease shall so elect to terminate this Lease, the rental
thereafter to be paid shall be adjusted on a fair and equitable basis under the
circumstances. In addition to the rights of Landlord above, if any substantial
part of the Building shall be taken or appropriated by any public or
quasi-public authority under the power of eminent domain or conveyance in lieu thereof,
and regardless of whether the Premises or any part thereof are so taken or
appropriated, Landlord shall have the right, at its sole option, to terminate
this Lease. Landlord shall be entitled to any and all income, rent, award, or
any interest whatsoever in or upon any such sum, which may be paid or made in
connection with any such public or quasi-public use or purpose, and Tenant
hereby assigns to Landlord any interest it may have in or claim to all or any
part of such sums, other than any separate award which may be made with respect
to Tenants trade fixtures and moving expenses; Tenant shall make no claim for
the value of any unexpired Term.

24.     SALE
BY LANDLORD. In event of a sale or conveyance by Landlord of the
Building, the same shall operate to release Landlord from any future liability
upon any of the covenants or conditions, expressed or implied, contained in
this Lease in favor of Tenant, and in such event Tenant agrees to look solely
to the responsibility of the successor in interest of Landlord in and to this
Lease. Except as set forth in this Article 24, this Lease shall not be
affected by any such sale and Tenant agrees to attorn to the purchaser or
assignee. If any security has been given by Tenant to secure the faithful
performance of any of the covenants of this Lease, Landlord shall transfer or
deliver said security, as such, to Landlords successor in interest and
thereupon Landlord shall be discharged from any further liability with regard
to said security.

25.     ESTOPPEL
CERTIFICATES. Within ten (10) days following any written request
which Landlord may make from time to time, Tenant shall execute and deliver to
Landlord or mortgagee or prospective mortgagee a sworn statement certifying:
(i) the date of commencement of this Lease; (ii) the fact that this Lease is
unmodified and in full force and effect (or, if there have been modifications
to this Lease, that this Lease is in full force and effect, as modified, and
stating the date and nature of such modifications); (iii) the date to which the
rent and other sums payable under this Lease have been paid; (iv) the fact that
there are no current defaults under this Lease by either Landlord or Tenant
except as specified in Tenants statement; and (v) such other matters as may be
requested by Landlord. Landlord and Tenant intend that any statement delivered
pursuant to this Article 25 may be relied

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upon by any
mortgagee, beneficiary or purchaser, and Tenant shall be liable for all loss,
cost or expense resulting from the failure of any sale or funding of any loan
caused by any material misstatement contained in such estoppel certificate.
Tenant irrevocably agrees that if Tenant fails to execute and deliver such
certificate within such ten (10) day period Landlord or Landlords beneficiary
or agent may execute and deliver such certificate on Tenants behalf, and that
such certificate shall be fully binding on Tenant.

26.     SURRENDER
OF PREMISES.

26.1        Tenant
shall arrange to meet Landlord for two (2) joint inspections of the Premises as
set forth in Exhibit E, the first to occur at least thirty (30) days
(but no more than sixty (60) days) before the last day of the Term, and the
second to occur not later than forty-eight (48) hours after Tenant has vacated
the Premises as set forth in Exhibit E attached hereto and incorporated herein.
In the event of Tenants failure to arrange such joint inspections and/or participate
in either such inspection, Landlords inspection at or after Tenants vacating
the Premises shall be conclusively deemed correct for purposes of determining
Tenants responsibility for repairs and restoration.

26.2        All
alterations, additions, and improvements in, on, or to the Premises made or
installed by or for Tenant, including carpeting (collectively, Alterations),
shall be and remain the property of Tenant during the Term. Upon the expiration
or sooner termination of the Term, all Alterations shall become a part of the
realty and shall belong to Landlord without compensation, and title shall pass
to Landlord under this Lease as by a bill of sale. At the end of the Term or
any renewal of the Term or other sooner termination of this Lease, Tenant will
peaceably deliver up to Landlord possession of the Premises, together with all
Alterations by whomsoever made, in the same conditions received or first
installed, broom clean and free of all debris, excepting only ordinary wear and
tear and damage by fire or other casualty. Notwithstanding the foregoing, if
Landlord elects by notice given to Tenant at least ten (10) days prior to
expiration of the Term, Tenant shall, at Tenants sole cost, remove any
Alterations, including carpeting, so designated by Landlords notice, and
repair any damage caused by such removal. Tenant must, at Tenants sole cost,
remove upon termination of this Lease, any and all of Tenants furniture,
furnishings, movable partitions of less than full height from floor to ceiling
and other trade fixtures and personal property (collectively, Personalty).
Personalty not so removed shall be deemed abandoned by the Tenant and title to
the same shall thereupon pass to Landlord under this Lease as by a bill of
sale, but Tenant shall remain responsible for the cost of removal and disposal
of such Personalty, as well as any damage caused by such removal. In lieu of
requiring Tenant to remove Alterations and Personalty and repair the Premises
as aforesaid, Landlord may, by written notice to Tenant delivered at least
thirty (30) days before the Termination Date, require Tenant to pay to
Landlord, as additional rent hereunder, the cost of such removal and repair in
an amount reasonably estimated by Landlord.

26.3        All
obligations of Tenant under this Lease not fully performed as of the expiration
or earlier termination of the Term shall survive the expiration or earlier
termination of the Term Upon the expiration or earlier termination of the Term,
Tenant shall pay to Landlord the amount, as estimated by Landlord, necessary to
repair and restore the Premises as provided in this Lease and/or to discharge
Tenants obligation for unpaid amounts due or to become due to Landlord. All
such amounts shall be used and held by Landlord for payment of such obligations
of Tenant, with Tenant being liable for any additional costs upon demand by
Landlord, or with any excess to be returned to Tenant after all such
obligations have been determined and satisfied. Any otherwise unused Security
Deposit shall be credited against the amount payable by Tenant under this
Lease.

27.     NOTICES.
Any notice or document required or permitted to be delivered under this Lease
shall be addressed to the intended recipient, by fully prepaid registered or
certified United States Mail return receipt requested, or by reputable
independent contract delivery service furnishing a written record of attempted
or actual delivery, and shall be deemed to be delivered when tendered for
delivery to the addressee at its address set forth on the Reference Pages, or
at such other address as it has then last specified by written notice delivered
in accordance with this Article 27, or if to Tenant at either its
aforesaid address or its last known registered office or home of a general
partner or individual owner, whether or not actually accepted or received by
the addressee. Any such notice or document may also be personally delivered if
a receipt is signed by and received from, the individual, if any, named in Tenants
Notice Address.

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28.      TAXES PAYABLE BY TENANT. In addition to
rent and other charges to be paid by Tenant under this Lease, Tenant shall
reimburse to Landlord, upon demand, any and all taxes payable by Landlord
(other than net income taxes) whether or not now customary or within the
contemplation of the parties to this Lease: (i) upon, allocable to, or measured
by or on the gross or net rent payable under this Lease, including without
limitation any gross income tax or excise tax levied by the State, any
political subdivision thereof, or the Federal Government with respect to the
receipt of such rent; (ii) upon or with respect to the possession, leasing,
operation, management, maintenance, alteration, repair, use or occupancy of the
Premises or any portion thereof, including any sales, use or service tax
imposed as a result thereof; (iii) upon or measured by the Tenants gross
receipts or payroll or the value of Tenants equipment, furniture, fixtures and
other personal property of Tenant or leasehold improvements, alterations or
additions located in the Premises; or (iv) upon this transaction or any
document to which Tenant is a party creating or transferring any interest of
Tenant in this Lease or the Premises. In addition to the foregoing, Tenant
agrees to pay, before delinquency, any and all taxes levied or assessed against
Tenant and which become payable during the term hereof upon Tenants equipment,
furniture, fixtures and other personal property of Tenant located in the
Premises.

29.      RELOCATION OF TENANT. Landlord, at its
sole expense, on at least sixty (60) days prior written notice, may require
Tenant to move from the Premises to other space of comparable size and decor in
order to permit Landlord to consolidate the space leased to Tenant with other
adjoining space leased or to be leased to another tenant. In the event of any
such relocation, Landlord will pay all expenses of preparing and decorating the
new premises so that they will be substantially similar to the Premises from
which Tenant is moving, and Landlord will also pay the expense of moving
Tenants furniture and equipment to the relocated premises. In such event this
Lease and each and all of the terms and covenants and conditions hereof shall
remain in full force and effect and thereupon be deemed applicable to such new
space except that revised Reference Pages and a revised Exhibit A shall become
part of this Lease and shall reflect the location of the new premises.

30.      DEFINED TERMS AND HEADINGS. The Article
headings shown in this Lease are for convenience of reference and shall in no
way define, increase, limit or describe the scope or intent of any provision of
this Lease. Any indemnification or insurance of Landlord shall apply to and
inure to the benefit of all the following Landlord Entities, being Landlord,
Landlords investment manager, and the trustees, boards of directors, officers,
general partners, beneficiaries, stockholders, employees and agents of each of
them. Any option granted to Landlord shall also include or be exercisable by
Landlords trustee, beneficiary, agents and employees, as the case may be. In
any case where this Lease is signed by more than one person, the obligations
under this Lease shall be joint and several. The terms Tenant and Landlord
or any pronoun used in place thereof shall indicate and include the masculine
or feminine, the singular or plural number, individuals, firms or corporations,
and their and each of their respective successors, executors, administrators
and permitted assigns, according to the context hereof. The term rentable
area shall mean the rentable area of the Premises or the Building as
calculated by the Landlord on the basis of the plans and specifications of the
Building including a proportionate share of any common areas. Tenant hereby
accepts and agrees to be bound by the figures for the rentable square footage
of the Premises and Tenants Proportionate Share shown on the Reference Pages;
however, Landlord may adjust either or both figures if there is manifest error,
addition or subtraction to the Building or any business park or complex of
which the Building is a part, remeasurement or other circumstance reasonably
justifying adjustment. The term Building refers to the structure in which the
Premises are located and the common areas (parking lots, sidewalks,
landscaping, etc.) appurtenant thereto. If the Building is part of a larger
complex of structures, the term Building may include the entire complex,
where appropriate (such as shared Expenses or Taxes) and subject to Landlords
reasonable discretion.

31.      TENANTS AUTHORITY. If Tenant signs as
a corporation, partnership, trust or other legal entity each of the persons
executing this Lease on behalf of Tenant represents and warrants that Tenant
has been and is qualified to do business in the state in which the Building is
located, that the entity has full right and authority to enter into this Lease,
and that all persons signing on behalf of the entity were authorized to do so
by appropriate actions. Tenant agrees to deliver to Landlord, simultaneously
with the delivery of this Lease, a corporate resolution, proof of due
authorization by partners, opinion of counsel or other appropriate
documentation reasonably acceptable to Landlord evidencing the due
authorization of Tenant to enter into this Lease. Tenant hereby represents and
warrants that neither Tenant, nor any persons or entities holding any legal or
beneficial interest whatsoever in Tenant, are (i) the target of any sanctions
program that is established by Executive Order of the President or published by
the

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Office of
Foreign Assets Control, U.S. Department of the Treasury (OFAC); (ii)
designated by the President or OFAC pursuant to the Trading with the Enemy Act,
50 U.S.C. App. § 5, the International Emergency Economic Powers Act, 50 U.S.C.
§§ 1701-06, the Patriot Act, Public Law 107-56, Executive Order 13224
(September 23, 2001) or any Executive Order of the President issued pursuant to
such statutes; or (iii) named on the following list that is published by OFAC:
List of Specially Designated Nationals and Blocked Persons. If the foregoing
representation is untrue at any time during the Term, an Event of Default will
be deemed to have occurred, without the necessity of notice to Tenant.

32.      FINANCIAL STATEMENTS AND CREDIT REPORTS.
At Landlords request, Tenant shall deliver to Landlord a copy, certified by an
officer of Tenant as being a true and correct copy, of Tenants most recent
audited financial statement, or, if unaudited, certified by Tenants chief
financial officer as being true, complete and correct in all material respects.
Tenant hereby authorizes Landlord to obtain one or more credit reports on Tenant
at any time, and shall execute such further authorizations as Landlord may
reasonably require in order to obtain a credit report.

33.      COMMISSIONS. Each of the parties
represents and warrants to the other that it has not dealt with any broker or
finder in connection with this Lease, except as described on the Reference
Pages.

34.      TIME AND APPLICABLE LAW. Time is of the
essence of this Lease and all of its provisions. This Lease shall in all
respects be governed by the laws of the state in which the Building is located.

35.      SUCCESSORS AND ASSIGNS. Subject to the
provisions of Article 9, the terms, covenants and conditions contained
in this Lease shall be binding upon and inure to the benefit of the heirs,
successors, executors, administrators and assigns of the parties to this Lease.

36.      ENTIRE AGREEMENT. This Lease, together
with its exhibits, contains all agreements of the parties to this Lease and
supersedes any previous negotiations. There have been no representations made
by the Landlord or any of its representatives or understandings made between
the parties other than those set forth in this Lease and its exhibits. This
Lease may not be modified except by a written instrument duly executed by the
parties to this Lease.

37.      EXAMINATION NOT OPTION. Submission of
this Lease shall not be deemed to be a reservation of the Premises. Landlord
shall not be bound by this Lease until it has received a copy of this Lease
duly executed by Tenant and has delivered to Tenant a copy of this Lease duly
executed by Landlord, and until such delivery Landlord reserves the right to
exhibit and lease the Premises to other prospective tenants. Notwithstanding
anything contained in this Lease to the contrary, Landlord may withhold
delivery of possession of the Premises from Tenant until such time as Tenant
has paid to Landlord any security deposit required by Article 5, the
first months rent as set forth in Article 3 and any sum owed pursuant to this
Lease.

38.      RECORDATION. Tenant shall not record or
register this Lease or a short form memorandum hereof without the prior written
consent of Landlord, and then shall pay all charges and taxes incident such
recording or registration.

39.      LIMITATION OF LANDLORDS LIABILITY.
Redress for any claim against Landlord under this Lease shall be limited to and
enforceable only against and to the extent of Landlords interest in the
Building. The obligations of Landlord under this Lease are not intended to be
and shall not be personally binding on, nor shall any resort be had to the private
properties of, any of its or its investment managers trustees, directors,
officers, partners, beneficiaries, members, stockholders, employees, or agents,
and in no case shall Landlord be liable to Tenant hereunder for any lost
profits, damage to business, or any form of special, indirect or consequential
damages.

40.      RIGHT OF FIRST OFFER. Tenant shall have the right of first
offer provided for on Exhibit G attached hereto and incorporated herein.

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|                                              |                                       |                                          |                                      |                              |  |  | 
|--------------------------------------------- | ------------------------------------- | ---------------------------------------- | ------------------------------------ | ---------------------------- |  |  | 
|LANDLORD:                                     | TENANT:                              
|                                             
|DEXUS
 INDUSTRIAL SPE FINANCED                | SED
 INTERNATIONAL, INC., a Georgia  
|PORTFOLIO,
 LLC, a Delaware limited liability | corporation                          
|company                                       |                                       |                                         
|                                              | By:                                   |                                         
|By:                                           | RREEF
 Management Company, a Delaware |                                          | Name: Mark
 DiVito                  
|                                              | corporation                           |                                          | Title: Vice
 President of Operations
|                                             
|                                              | By:                                   |                                          |                                      | Dated: ______________,
 2009
|                                              |                                       |                                          |                                      |                             
|                                              |                                       | Name:
 Cynthia Prendergast               |                                      |                              | 
|                                              |                                       | Title: Vice
 President, District Manager |                                      |                              | 
|Dated:_____________,
 2009                    |                                       |                                         
|                                              |                                       |                                          |                                      |                              |  |  | 

|                                                                                                 |      | 
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EXHIBIT A  FLOOR PLAN DEPICTING THE PREMISESattached to and made a part of Lease bearing the
Lease Reference Date of June 10, 2009 between
DEXUS INDUSTRIAL SPE FINANCED PORTFOLIO, LLC, a Delaware limited liability
company, as Landlord
and SED INTERNATIONAL, INC., a Georgia corporation, as Tenant

Exhibit A is intended only to show the general
layout of the Premises as of the beginning of the Term of this Lease. It does
not in any way supersede any of Landlords rights set forth in Article 17
with respect to arrangements and/or locations of public parts of the Building
and changes in such arrangements and/or locations. It is not to be scaled; any
measurements or distances shown should be taken as approximate.

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|DA-3031401 v4 0942826-00401 |     | INITIAL HERE

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EXHIBIT A-1  SITE PLANattached to and made a part of Lease bearing the
Lease Reference Date of June 10, 2009 between
DEXUS INDUSTRIAL SPE FINANCED PORTFOLIO, LLC, a Delaware limited liability
company, as Landlord 
and SED INTERNATIONAL, INC., a Georgia corporation, as Tenant

Exhibit A-1 is intended only to show the
general location of the Premises as of the beginning of the Term of this Lease.
It does not in any way supersede any of Landlords rights set forth in Article
17 with respect to arrangements and/or locations of public parts of the
Building and changes in such arrangements and/or locations. It is not to be
scaled; any measurements or distances shown should be taken as approximate.

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|DA-3031401 v4 0942826-00401 |       | INITIAL HERE

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EXHIBIT B  INITIAL ALTERATIONSattached to and made a part of Lease bearing the 
Lease Reference Date of June 10, 2009 between 
DEXUS INDUSTRIAL SPE FINANCED PORTFOLIO, LLC, a Delaware limited liability
company, as Landlord 
and SED INTERNATIONAL, INC., a Georgia corporation, as Tenant

Tenant shall
take the Premises in its as-is condition, except for certain improvements to
the Premises (the Leasehold Improvements) which shall be completed in
accordance with the terms of this Exhibit B.

Landlord shall
deliver all heating and air conditioning systems and equipment serving the
Premises in good working order.

Tenant agrees
to submit to Landlord a list of Leasehold Improvements and other costs
associated with the occupancy and use by Tenant for Landlords approval. The
plans and specifications including all changes required by Landlord shall be
referred to herein as the Approved Plans. Both Landlord and Tenant agree that
this Lease shall be executed subject to satisfactory approval of the Approved
Plans by Landlord and Tenant within five (5) business days from signature of
this Lease.

Tenant shall
complete the Leasehold Improvements by using either Landlords contractor or a
contractor reasonably approved by Landlord to install or construct the
Leasehold Improvements in accordance with the Approved Plans. Landlord agrees
to provide Tenant an allowance equal to $2.00 per square foot ($51,038.00) (the
Improvement Allowance), which allowance is to be used solely for the
completion of the Leasehold Improvements and satisfaction of any architectural
fees per the Approved Plans and specifications. The Improvement Allowance may
also be used by Tenant for cabling, wiring, signage and moving costs. Use of
the Improvement Allowance is expressly conditioned upon completion of all the
Leasehold Improvements in accordance with the Approved Plans. Tenant shall be
liable for any additional costs over the Improvement Allowance to complete the
Leasehold Improvements in accordance with the Approved Plans. Any amount of the
Improvement Allowance not used by Tenant shall be forfeited. Landlord shall
reimburse Tenant for the Leasehold Improvements up to the amount of the
Improvement Allowance within forty-five (45) days of Tenants submission to
Landlord of invoices satisfactory to Landlord aggregating the amount of the
request and paid by Tenant in connection with the Leasehold Improvements
together with documentation satisfactory to Landlord evidencing completion of
the Leasehold Improvements, including, without limitation, appropriate lien
waivers.

[THE REMAINDER OF THIS PAGE INTENTIONALLY
LEFT BLANK]

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EXHIBIT C  COMMENCEMENT DATE MEMORANDUMattached to and made a part of Lease bearing the 
Lease Reference Date of June 10, 2009 between 
DEXUS INDUSTRIAL SPE FINANCED PORTFOLIO, LLC, a Delaware limited liability
company, as Landlord 
and SED INTERNATIONAL, INC., a Georgia corporation, as Tenant

COMMENCEMENT DATE MEMORANDUM

[INTENTIONALLY
DELETED]

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|DA-3031401 v4 0942826-00401 |     | INITIAL HERE

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EXHIBIT D  RULES AND REGULATIONSattached to and made a part of Lease bearing the 
Lease Reference Date of June 10, 2009 between 
DEXUS INDUSTRIAL SPE FINANCED PORTFOLIO, LLC, a Delaware limited liability
company, as Landlord 
and SED INTERNATIONAL, INC., a Georgia corporation, as Tenant

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | No sign,
 placard, picture, advertisement, name or notice (collectively referred to as
 Signs) shall be installed or displayed on any part of the outside of the
 Building without the prior written consent of the Landlord which consent
 shall be in Landlords sole discretion. All approved Signs shall be printed,
 painted, affixed or inscribed at Tenants expense by a person or vendor
 approved by Landlord and shall be removed by Tenant at Tenants expense upon
 vacating the Premises. Landlord shall have the right to remove any Sign
 installed or displayed in violation of this rule at Tenants expense and
 without notice.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2. | If Landlord
 objects in writing to any curtains, blinds, shades or screens attached to or
 hung in or used in connection with any window or door of the Premises or
 Building, Tenant shall immediately discontinue such use. No awning shall be
 permitted on any part of the Premises. Tenant shall not place anything or
 allow anything to be placed against or near any glass partitions or doors or
 windows which may appear unsightly, in the opinion of Landlord, from outside
 the Premises.                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3. | Tenant shall
 not alter any lock or other access device or install a new or additional lock
 or access device or bolt on any door of its Premises without the prior
 written consent of Landlord. Tenant, upon the termination of its tenancy,
 shall deliver to Landlord the keys or other means of access to all doors.                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4. | If Tenant
 requires telephone, data, burglar alarm or similar service, the cost of
 purchasing, installing and maintaining such service shall be borne solely by
 Tenant. No boring or cutting for wires will be allowed without the prior
 written consent of Landlord. Landlord shall direct electricians as to where
 and how telephone, data, and electrical wires are to be introduced or
 installed. The location of burglar alarms, telephones, call boxes or other
 office equipment affixed to the Premises shall be subject to the prior
 written approval of Landlord.                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5. | Tenant shall
 not place a load upon any floor of its Premises, including mezzanine area, if
 any, which exceeds the load per square foot that such floor was designed to
 carry and that is allowed by law. Heavy objects shall stand on such platforms
 as determined by Landlord to be necessary to properly distribute the weight.
 Landlord will not be responsible for loss of or damage to any such equipment
 or other property from any cause, and all damage done to the Building by
 maintaining or moving such equipment or other property shall be repaired at
 the expense of Tenant.                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|6. | Tenant shall
 not install any radio or television antenna, satellite dish, loudspeaker or
 other device on the roof or exterior walls of the Building without Landlords
 prior written consent which consent shall be in Landlords sole discretion.                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|7. | Tenant shall
 not mark, drive nails, screw or drill into the partitions, woodwork, plaster
 or drywall (except for pictures and general office uses) or in any way deface
 the Premises or any part thereof. Tenant shall not affix any floor covering
 to the floor of the Premises or paint or seal any floors in any manner except
 as approved by Landlord. Tenant shall repair any damage resulting from
 noncompliance with this rule.                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8. | No cooking
 shall be done or permitted on the Premises, except that Underwriters
 Laboratory approved microwave ovens or equipment for brewing coffee, tea, hot
 chocolate and similar beverages shall be permitted, provided that such
 equipment and use is in accordance with all applicable federal, state and
 city laws, codes, ordinances, rules and regulations.                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|9. | Tenant shall
 not use any hand trucks except those equipped with the rubber tires and side
 guards, and may use such other material-handling equipment as Landlord may
 approve. Tenant shall not bring any other                                                                                                                                                                                                                                                                                                                                                                                                                                    

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|DA-3031401 v4 0942826-00401 |     | INITIAL HERE

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | vehicles of
 any kind into the Building. Forklifts which operate on asphalt areas shall
 only use tires that do not damage the asphalt.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10. | Tenant shall
 not use the name of the Building or any photograph or other likeness of the
 Building in connection with or in promoting or advertising Tenants business
 except that Tenant may include the Building name in Tenants address.
 Landlord shall have the right, exercisable without notice and without
 liability to any tenant, to change the name and address of the Building.                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|11. | All trash
 and refuse shall be contained in suitable receptacles at locations approved
 by Landlord. Tenant shall not place in the trash receptacles any personal
 trash or material that cannot be disposed of in the ordinary and customary
 manner of removing such trash without violation of any law or ordinance
 governing such disposal.                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|12. | Tenant shall
 comply with all safety, fire protection and evacuation procedures and
 regulations established by Landlord or any governing authority.                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|13. | Tenant
 assumes all responsibility for securing and protecting its Premises and its
 contents including keeping doors locked and other means of entry to the
 Premises closed.                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|14. | Tenant shall
 not use any method of heating or air conditioning other than that supplied by
 Landlord without Landlords prior written consent.                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|15. | No person
 shall go on the roof without Landlords permission, with the exception of the
 heating and air conditioning systems and equipment maintenance contractor.                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|16. | Tenant shall
 not permit any animals, other than seeing-eye dogs, to be brought or kept in
 or about the Premises or any common area of the property.                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|17. | Tenant shall
 not permit any motor vehicles to be washed or mechanical work or maintenance
 of motor vehicles to be performed on any portion of the Premises or parking
 lot.                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|18. | These Rules
 and Regulations are in addition to, and shall not be construed to in any way
 modify or amend, in whole or in part, the terms, covenants, agreements and
 conditions of any lease of any premises in the Building. Landlord may waive
 any one or more of these Rules and Regulations for the benefit of any tenant
 or tenants, and any such waiver by Landlord shall not be construed as a
 waiver of such Rules and Regulations for any or all tenants.                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|19. | Landlord
 reserves the right to make such other and reasonable rules and regulations as
 in its judgment may from time to time be needed for safety and security, for
 care and cleanliness of the Building and for the preservation of good order
 in and about the Building. Tenant agrees to abide by all such rules and
 regulations herein stated and any additional rules and regulations which are
 adopted. Tenant shall be responsible for the observance of all of the
 foregoing rules by Tenants employees, agents, clients, customers, invitees
 and guests.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|20. | Any toilet
 rooms, toilets, urinals, wash bowls and other apparatus shall not be used for
 any purpose other than that for which they were constructed and no foreign
 substance of any kind whatsoever shall be thrown into them. The expense of
 any breakage, stoppage or damage resulting from the violation of this rule
 shall be borne by the tenant who, or whose employees or invitees, shall have
 caused it.                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|21. | Tenant shall
 not permit smoking or carrying of lighted cigarettes or cigars in areas
 reasonably designated by Landlord or any applicable governmental agencies as
 non-smoking areas.                                                                                                                                                                                                                                                                                                                                                                                   

|                            |     |              | 
|--------------------------- | --- | ------------ | 
|10/31/01
 CALWEST TX MTIN   | D-2 |              | 
|REVISED
 6/9/2009           |     |              | 
|1800 10th Street, Suite 100 |     |              | 
|DA-3031401 v4 0942826-00401 |     | INITIAL HERE

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|22. | Any
 directory of the Building or project of which the Building is a part
 (Project Area), if provided, will be exclusively for the display of the
 name and location of tenants only and Landlord reserves the right to charge
 for the use thereof and to exclude any other names.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|23. | Canvassing,
 soliciting, distribution of handbills or any other written material in the
 Building or Project Area is prohibited and each tenant shall cooperate to
 prevent the same. No tenant shall solicit business from other tenants or
 permit the sale of any goods or merchandise in the Building or Project Area
 without the written consent of Landlord.                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|24. | Any
 equipment belonging to Tenant which causes noise or vibration that may be
 transmitted to the structure of the Building or to any space therein to such
 a degree as to be objectionable to Landlord or to any tenants in the Building
 shall be placed and maintained by Tenant, at Tenants expense, on vibration
 eliminators or other devices sufficient to eliminate the noise or vibration.                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|25. | Driveways,
 sidewalks, halls, passages, exits, entrances and stairways (Access Areas)
 shall not be obstructed by tenants or used by tenants for any purpose other
 than for ingress to and egress from their respective premises. Access areas
 are not for the use of the general public and Landlord shall in all cases
 retain the right to control and prevent access thereto by all persons whose
 presence, in the judgment of Landlord, shall be prejudicial to the safety,
 character, reputation and interests of the Building or its tenants.                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|26. | Landlord
 reserves the right to designate the use of parking areas and spaces. Tenant
 shall not park in visitor, reserved, or unauthorized parking areas. Tenant
 and Tenants guests shall park between designated parking lines only and
 shall not park motor vehicles in those areas designated by Landlord for
 loading and unloading. Vehicles in violation of the above shall be subject to
 being towed at the vehicle owners expense. Vehicles parked overnight without
 prior written consent of the Landlord shall be deemed abandoned and shall be
 subject to being towed at vehicle owners expense. Tenant will from time to
 time, upon the request of Landlord, supply Landlord with a list of license
 plate numbers of vehicles owned or operated by its employees or agents.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|27. | No trucks,
 tractors or similar vehicles can be parked anywhere other than in Tenants
 own truck dock area. Tractor-trailers which must be unhooked or parked with
 dolly wheels beyond the concrete loading areas must use steel plates or wood
 blocks under the dolly wheels to prevent damage to the asphalt paving
 surfaces. No parking or storing of such trailers will be permitted in the
 parking areas or on streets adjacent thereto.                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|28. | During
 periods of loading and unloading, Tenant shall not unreasonably interfere
 with traffic flow and loading and unloading areas of other tenants. All
 products, materials or goods must be stored within the Tenants Premises and
 not in any exterior areas, including, but not limited to, exterior dock
 platforms, against the exterior of the Building, parking areas and driveway
 areas. Tenant agrees to keep the exterior of the Premises clean and free of
 nails, wood, pallets, packing materials, barrels and any other debris
 produced from their operation.                                                                                                                                                                                                                

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|                            |     |              | 
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|10/31/01
 CALWEST TX MTIN   | D-3 |              | 
|REVISED
 6/9/2009           |     |              | 
|1800 10th Street, Suite 100 |     |              | 
|DA-3031401 v4 0942826-00401 |     | INITIAL HERE

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EXHIBIT E  ADDITIONAL SURRENDER CONDITIONS
attached to and made a part of Lease bearing the
Lease Reference Date of June 10, 2009 between
DEXUS INDUSTRIAL SPE FINANCED PORTFOLIO, LLC, a Delaware limited liability
company, as Landlord
and SED INTERNATIONAL, INC., a Georgia corporation, as Tenant

Prior to
vacating the Premises, it must be left in good, clean condition with all
systems in good working order. The items that will be inspected by Landlord are
listed below, but are not limited to the following:

| |    |                                                                                                                                                                                                                      
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | Service and repair all heating and air conditioning equipment,
 exhaust fans and hot water heater. Provide Landlords office with a copy of
 the inspection and service report provided by the mechanical contractor.
| |    |                                                                                                                                                                                                                      
| | 2. | All lights in the office and warehouse must be working. Relamp and/or
 reballast the fixtures as necessary.                                                                                                          
| |    |                                                                                                                                                                                                                      
| | 3. | Overhead doors must be serviced and repaired.                                                                                                                                                                        
| |    |                                                                                                                                                                                                                      
| | 4. | All exterior metal doors, including hardware should be serviced or
 replaced as necessary.                                                                                                                           
| |    |                                                                                                                                                                                                                      
| | 5. | Repair all damaged sheetrock in the office area and in the warehouse
 along the demising walls.                                                                                                                      
| |    |                                                                                                                                                                                                                      
| | 6. | Office and warehouse floors should be left in good, clean condition.                                                                                                                                                 
| |    |                                                                                                                                                                                                                      
| | 7. | Fire sprinkler system (if available) must have a current year
 inspection.                                                                                                                                           
| |    |                                                                                                                                                                                                                      
| | 8. | Any exterior signage must be removed; repair and repaint the fascia
 as necessary.                                                                                                                                   
| |    |                                                                                                                                                                                                                      
| | 9. | All data cabling must be removed and any damage caused by such
 removal shall be repaired as necessary.                                                                                                              

If the
Tenant elects not to do any of the above, please note that the Landlord will
have the necessary repairs made and deduct the expenses from the Security
Deposit.

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|                            |     |              | 
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|10/31/01
 CALWEST TX MTIN   | E-1 |              | 
|REVISED
 6/9/2009           |     |              | 
|1800 10th Street, Suite 100 |     |              | 
|DA-3031401 v4 0942826-00401 |     | INITIAL HERE

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EXHIBIT F  RENEWAL OPTIONattached to and made a part of Lease bearing the
Lease Reference Date of June 10, 2009 between
DEXUS INDUSTRIAL SPE FINANCED PORTFOLIO, LLC, a Delaware limited liability
company, as Landlord
and SED INTERNATIONAL, INC., a Georgia corporation, as Tenant

Tenant
shall, provided the Lease isin full force and effect and Tenant is not in
default under any of the terms and conditions of the Lease at the time of
notification or commencement, have one (1) option to renew this Lease for a
term of five (5) years, for the portion of the Premises being leased by Tenant
as of the date the renewal term is to commence, on the same terms and conditions
set forth in the Lease, except as modified by the terms,covenants and conditionsas
set forth below:

a. If
Tenant elects to exercise said option, then Tenant shall provide Landlord with
written notice no earlier than twelve (12) months prior to the expiration of
the initial term of this Lease but no later than eight (8) months prior to the
expiration of the initial term of this Lease. If Tenant fails to timely provide
such notice, Tenant shall have no further or additional right to extend or
renew the term of the Lease.

b. The
Annual Rent and Monthly Installment of Rent in effect at the expiration of the
then current term of the Lease shall be adjusted to reflect the current fair
market rental for comparable space in the Building and in other similar
buildings in the same rental market as of the date the renewal term is to
commence, as established by mutual agreement of Tenant and Landlord. Tenant and
Landlord hereby agree to negotiate with each other in good faith to establish a
mutually agreeable fair market rental rate within sixty (60) days after
Landlords receipt of Tenants written request therefor. If the parties are
unable to mutually agree on a fair market value rental rate after good faith
negotiations within the period required by the immediately preceding sentence,
then Tenant shall have no further or additional right to extend the term of the
Lease.

c. This
option is not transferable; the parties hereto acknowledge and agree that they
intend that the aforesaid option to renew this Lease shall be personal to
Tenant as set forth above and that in no event will any assignee or sublessee
have any rights to exercise the aforesaid option to renew.

d.
Upon exercise of the renewal option Tenant shall have no further right to
extend the term of the Lease.

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|                            |     |              | 
|--------------------------- | --- | ------------ | 
|10/31/01
 CALWEST TX MTIN   | F-1 |              | 
|REVISED
 6/9/2009           |     |              | 
|1800 10th Street, Suite 100 |     |              | 
|DA-3031401 v4 0942826-00401 |     | INITIAL HERE

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EXHIBIT G  RIGHT OF FIRST OFFER
attached to and made a part of Lease bearing the
Lease Reference Date of June 10, 2009 between
DEXUS INDUSTRIAL SPE FINANCED PORTFOLIO, LLC, a Delaware limited liability
company, as Landlord
and SED INTERNATIONAL, INC., a Georgia corporation, as Tenant

Provided
Tenant is not then in default under the terms, covenants and conditions of the
Lease, and subject to the rights of any other prior tenants in the Building,
Tenant shall have the one-time right to lease any space in the Building (the Expansion Premises) at such time as
the Expansion Premises is vacated by the prior tenant. In such event, Landlord
shall give written notice to Tenant of the availability of the Expansion
Premises and the monetary terms and conditions on which Landlord intends to
offer it to the public and Tenant shall have a period of ten (10) days in which
to exercise Tenants right to lease the entire Expansion Premises pursuant to
the terms and conditions contained herein and in Landlords notice, failing
which Landlord may lease the Expansion Premises to any third party on whatever
basis Landlord desires, and Tenant shall have no further rights with respect to
the Expansion Premises or any other space in the Building. If Tenant exercises
the expansion option hereunder, (i) Tenant shall have no further rights with
respect to any other space in the Building, and, (ii) effective as of the date
Landlord delivers the Expansion Premises, the Expansion Premises shall
automatically be included within the Premises and subject to all the terms and
conditions of the Lease, except as set forth in Landlords notice and as
follows:

| |    |                                                                                                                                                                                                                                                                                                                                                                                     
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. | Tenants Proportionate Share shall be recalculated, using the total
 square footage of the Premises, as increased by the Expansion Premises.                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                     
| | b. | Landlord shall have no obligation to improve the Expansion Premises
 or grant Tenant any improvement allowance thereon; provided, that the
 Landlord shall provide the Expansion Premises to Tenant in the same condition
 as Tenant is obligated to surrender the Premises to Landlord upon the
 expiration or earlier termination of this Lease, as specified in Exhibit E
 above.
| |    |                                                                                                                                                                                                                                                                                                                                                                                     
| | c. | If requested by Landlord, Tenant shall, prior to the beginning of
 the term for the Expansion Premises, execute a written memorandum confirming
 the inclusion of the Expansion Premises and the Annual Rent for the Expansion
 Premises.                                                                                                                                           

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|                            |     |              | 
|--------------------------- | --- | ------------ | 
|10/31/01
 CALWEST TX MTIN   | G-1 |              | 
|REVISED
 6/9/2009           |     |              | 
|1800 10th Street, Suite 100 |     |              | 
|DA-3031401 v4 0942826-00401 |     | INITIAL HERE

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