**Exhibit
      10.1**




**SUBLEASE
      AGREEMENT**




This
      Sublease dated as of July 30, 2008 is made between the Sublandlord and Subtenant
      listed in Article I below.




ARTICLE
      I:  Defined
      Terms; Background




1.
            Each
                reference in this Sublease to the capitalized terms set forth below
                shall
                have the meanings given to them in this Article
                I.




Sublandlord:
            
            Advantis
                Real Estate Services CompanySublandlord’s
                Notice
              Address:
            
            4505
                Emperor Boulevard, Suite 320
              Durham,
                NC 27703
              
              With
                a copy to:
              
              Wyrick
                Robbins Yates Ponton LLP
              4101
                Lake Boone Trail, Suite 300
              Raleigh,
                NC 27607-7506
              ATTN:
                Eric A. VernonSubtenant:
            
            Smart
                Online, Inc.Subtenant’s
                Notice
              Address:
            
            P.O.
                Box 12794
              Research
                Triangle Park, NC 27709
              
              With
                a copy to:
              
              Smith,
                Anderson, Blount, Dorsett,
              Mitchell
                & Jernigan, L.L.P.
              2500
                Wachovia Capitol Center
              Raleigh,
                North Carolina
              ATTN:
                Margaret N. RosenfeldMaster
                Lease:
            
            Lease
                dated September 19, 2005 between Nottingham Hall, LLC and Sublandlord,
                a
                copy of which is attached hereto asExhibit
                A.Master
                Landlord:
            
            Nottingham
                Hall, LLC








Master
                Leased Premises:
            
            Approximately
                9,837 square feet on the 3rd floor of Nottingham Hall (the “Building”),
                shown on the plan attached hereto asExhibit
                B.Subleased
                Premises:
            
            The
                entire Master Leased Premises.Sublease
                Commencement Date:
            
            September
                13, 2008.Sublease
                Term:
            
            Sublease
                Commencement Date through the end of the original Master Lease term,
                September 30, 2011.Sublease
                Rent:
            
            $500,000
                payable on the later of: (i) the Sublease Commencement Date, or
                (ii) the first business day after Sublandlord’s completion of the
                Initial Improvements (as hereinafter defined).Operating
                Expense Pass Through:
            
            None.Security
                Deposit Amount:
            
            NAPermitted
                Uses:
            
            Office
                UseBroker(s):
            
            Advantis
                Real Estate Services Company:
              Scott
                StankavageOther
                Terms:
            
            Sublandlord
                agrees, at no separate charge, to transfer all furniture, equipment
                and
                other assets identified onExhibit
                Chereto (collectively, the “FF”) to Subtenant as additional consideration
                for Subtenant’s agreement to enter into this Sublease Agreement.
                Sublandlord shall deliver Subtenant a FF Conveyance Agreement
                substantially in the form attached hereto asExhibit
                Dcoincidentally with receipt of the Sublease
                Rent.





2.
            Sublandlord
                is the tenant under the Master Lease. Sublandlord and Subtenant wish
                to
                enter into a sublease of the Subleased Premises on the terms and
                conditions set forth herein.




2


ARTICLE
          II: Agreements




NOW,
      THEREFORE, the parties agree as follows:




1.
            SUBLEASED
                PREMISES




Sublandlord
      hereby subleases to Subtenant, on the terms and conditions set forth in this
      Sublease, the Subleased Premises. Subject to Sublandlord’s obligations pursuant
      to Section 10 hereof, Sublandlord shall deliver the Subleased Premises to
      Subtenant on the Sublease Commencement Date in broom clean condition but
      otherwise in such “AS IS, WHERE IS” condition as exists as of the date of this
      Sublease (subject to latent defects not readily apparent through visual
      inspection and the repair/maintenance obligations of Master Landlord under
      the
      Master Lease), free of all occupants other than Subtenant. Subtenant
      acknowledges that Sublandlord has made no representations or warranties
      concerning the Subleased Premises or the Building or their fitness for
      Subtenant’s purposes, except as expressly set forth in this Sublease.
      Sublandlord covenants and agrees that it will perform all of its obligations
      under the Master Lease, except to the extent Sublandlord’s compliance is
      inhibited by Subtenant’s exclusive occupancy of the Subleased Premises. If
      Subtenant’s occupancy is disturbed as a result of Sublandlord’s default under
      the Master Lease, Tenant shall refund a prorated portion of the Sublease Rent.




2.
            SUBLEASE
                TERM




The
      term
      of this Sublease shall commence on the Sublease Commencement Date and continue
      for the Sublease Term unless terminated prior to such date pursuant to the
      terms
      hereof or pursuant to law.




3.
            RENT




Subtenant shall
      pay to Sublandlord the Sublease Rent on the Sublease Commencement Date. All
      charges, costs, expenses and sums required to be paid or borne by Subtenant
      under this Sublease in addition to Sublease Rent (for example, any amount paid
      on Subtenant’s behalf to cure a default, as contemplated by Section 14) shall be
      deemed “Additional Rent”, and Sublease Rent and Additional Rent shall
      hereinafter collectively be referred to as “Rent”. Subtenant’s covenant to pay
      Rent shall be independent of every other covenant in this Sublease.




4.
            OPERATING
                EXPENSES




Sublandlord
      shall be solely responsible for all operating expense pass-throughs for the
      Subleased Premises and this Sublease incorporates the other provisions of
      Section 4(b) and (c) of the Master Lease.




3




5.
            INSURANCE/WAIVER
                OF CLAIMS AND SUBROGATION




(a)
            During
                the Sublease Term, Subtenant shall maintain insurance of such types,
                in
                such policies, with such endorsements and coverages, in such amounts
                as
                are set forth in the Master Lease. All insurance policies shall name
                the
                following parties as additional insured and loss payees and shall
                contain
                an endorsement that such policies may not be modified or cancelled
                without
                30 days’ prior written notice to Master Landlord and Sublandlord.
                Subtenant shall promptly pay all insurance premiums and shall provide
                Sublandlord (upon request) with policies or certificates which are
                reasonably acceptable to Sublandlord and Master Landlord evidencing
                such
                insurance upon Subtenant’s execution of this Sublease.




Additional
      Insureds





1. ACP
      Mid – Atlantic, LLC


2. Nottingham
      Hall, LLC


3. Imperial
      I Associates, LLC


4. ACP/Imperial
      I Manager, LLC


5. Tri
      Properties, Inc.


6. Advantis
      Real Estate Services Company




(b)
            In
                the event Subtenant sustains a loss by reason of fire or other casualty
                which is covered by its property insurance policy (or would have
                been
                covered had Subtenant carried the insurance required hereunder),
                and
                regardless of whether such fire or other casualty is caused in whole
                or in
                part by the acts or omissions of Sublandlord or Master Landlord or
                their
                agents, servants, employees or invitees, then Subtenant agrees to
                look
                first to the coverage provided by its insurance proceeds, and Subtenant
                shall have no right of action against Sublandlord, Master Landlord,
                or
                their agents, servants, employees or invitees, and no third party
                shall
                have any right by way of assignment, subrogation or otherwise against
                the
                party causing such loss; provided, however the foregoing release
                of claims
                shall only apply to the extent of insurance proceeds actually collected
                by
                such party (unless such party failed to maintain the coverage required
                hereunder in which event it shall be deemed to have recovered the
                entire
                policy amount required hereunder). In the event Sublandlord sustains
                a
                loss by reason of fire or other casualty which is covered by its
                property
                insurance policy and regardless of whether such fire or other casualty
                is
                caused in whole or in party by the acts or omissions of Subtenant
                or its
                agents, servants, employees or invitees, then Sublandlord agrees
                to look
                first to the coverage provided by its insurance proceeds, and it
                shall
                have no right of actions against Subtenant or its agents, servants,
                employees or invitees, and no third party shall have any right by
                way of
                assignment, subrogation or otherwise against Subtenant; provided,
                however
                the foregoing release of claims shall only apply to the extent of
                insurance proceeds actually collected by Sublandlord. The parties
                hereto
                agree that each of its policies of property insurance shall include
                a
                waiver of subrogation to effectuate the provisions of this provision.




4




(c)
            Subtenant
                agrees the Master Landlord and not Sublandlord shall provide insurance
                on
                the Building and restore the Premises, or the Building, as applicable,
                in
                the event of a fire or other casualty.




6.
            SECURITY
                DEPOSIT(Intentionally Deleted)





7.
            USE
                OF PREMISES




Subtenant
      shall use and occupy the Subleased Premises only for the Permitted Uses, and
      only to the extent permitted by the Master Lease and all laws governing or
      affecting Subtenant’s particular use of the Subleased Premises.




8.
            ASSIGNMENT
                AND SUBLETTING




Subtenant
      shall not assign
      this Sublease or further sublet all or any part of the Premises without the
      prior written consent of Sublandlord and of Master Landlord, which consent
      shall
      not be unreasonably withheld, conditioned, or delayed. The following
      transactions shall be deemed assignments of this Sublease requiring such prior
      written consents: (i) any assignment, mortgage, pledge, hypothecation or
      other transfer of this Sublease; (ii) any sublease, concessions, license or
      occupancy agreement with respect to all or any portion of the Subleased
      Premises; (iii) if Subtenant or any of its successors or assigns is a
      corporation, any sale, pledge or other transfer of all or a majority of the
      capital stock of Subtenant or any such successor or assign (unless such stock
      is
      publicly traded on a recognized security exchange or over-the-counter market),
      any merger, consolidation or reorganization of or into Subtenant or any such
      successor or assign, and any sale of all or substantially all of the assets
      of
      Subtenant or such successor or assign.




Notwithstanding
      the foregoing, Sublandlord shall grant its consent (subject to obtaining consent
      from Master Landlord) to assign this Sublease or to sublet the Subleased
      Premises (in whole or in part) (i) to any parent or subsidiary
      corporation of Subtenant or (ii) to any corporation or other business
      organization controlled by or under common control with Subtenant or
      (iii) to any corporation or other business organization into which
      Subtenant may be converted or with which it may merge or (iv) to any
      business organization acquiring all or substantially all of the assets of
      Subtenant (each, a “Permitted Transfer”), provided that the entity to which this
      Sublease is so assigned or which so sublets the Premises (or portion
      thereof) has the tangible net worth, financial capability and liquidity
      which is the same or better than the Subtenant as of the date of the Permitted
      Transfer.




Any
      attempt by Subtenant to assign, sublet or transfer its rights in the Subleased
      Premises without the prior written consent of both Sublandlord and Master
      Landlord (if required) shall be void, and at Sublandlord’s options, any breach
      of this Section II.8 shall constitute a default by Subtenant entitling
      Sublandlord to exercise all rights and remedies permitted hereunder without
      need
      for any notice and cure period. No permitted assignment, transfer, encumbrance
      or subletting shall relieve Subtenant from Subtenant’s obligations and
      agreements hereunder and Subtenant shall continue to be liable as a principal
      and not as a guarantor or surety to the same extent as though no assignment,
      transfer, encumbrance or subletting had been made.




5




9.
            PROVISION
                OF SERVICES




No
      services are currently included in Sublease Rent except for any provided by
      Master Landlord to Sublandlord under Section 7 the Master Lease. Subtenant
      shall
      have no right to require Sublandlord to perform any of such services.
      Notwithstanding the foregoing, Sublandlord agrees that it shall use commercially
      reasonable efforts to cause Master Landlord’s compliance with its Master Lease
      obligations. If Sublandlord furnishes the Subleased Premises or Subtenant with
      any additional services upon request of Subtenant, Sublandlord shall charge
      Subtenant a reasonable charge therefor, and Subtenant shall pay the additional
      charge within ten (10) business days after receipt of billing by
      Sublandlord.





10.
            INITIAL
                IMPROVEMENTS; CONSTRUCTION ALLOWANCE





At
      Subtenant’s expense, Sublandlord shall perform the work set forth on the
      estimate attached hereto as Exhibit
      E (such
      work, the “Initial Improvements”). Sublandlord shall provide Subtenant with a
      $1,000.00 construction allowance for the Initial Improvements. Sublandlord
      shall
      comply with the requirements of the Master Lease for the construction of the
      Initial Improvements and all construction work shall be done in a good and
      workmanlike manner and in compliance with all applicable laws and all lawful
      ordinances, regulations and orders of governmental authority and insurers of
      the
      Building. If
      Sublandlord is unable to complete the Initial Improvements prior to September
      13, 2008, then beginning on September 13, 2008, a fee of $1,000 per day shall
      be
      credited against amounts owed or owing to Sublandlord hereunder (the “Late
      Delivery Fee”). Notwithstanding the foregoing, the Late Delivery Fee shall not
      apply if and to the extent any delay is proximately caused by the negligence,
      misconduct, or unreasonable interference (with Landlord’s work) of the Subtenant
      (for example, by requesting a change to the Initial Improvements that results
      in
      a delay or delays to Sublandlord’s construction of the Initial Improvements
      caused by Subtenant’s early access to the Subleased Premises in accordance with
      Section 11 hereof), or any governmental authority having jurisdiction over
      the
      Subleased Premises. Any Late Delivery Fee will first be applied to amounts
      owed
      to Sublandlord in connection with the Initial Improvements, and thereafter
      will
      be applied to rent then due or next coming due. Additionally, if Master Landlord
      and Sublandlord have not executed a written agreement consenting to this
      Sublease (and stipulating that Subtenant shall not be required to remove the
      Initial Improvements upon expiration or sooner termination of the Sublease
      Term)
      on or before September 1, 2008, then Subtenant shall have the right to terminate
      this Sublease and all of its obligations hereunder.





11.
            EARLY
                ACCESS





Beginning
      after 5 p.m. on September 1, 2008, Subtenant shall be permitted reasonable
      access to the Subleased Premises prior to the Sublease Commencement Date for
      the
      purposes of reconfiguring modular workstations, running cables, setting up
      information technology infrastructure and doing such other work as may be
      appropriate or desirable to enable Subtenant to assume possession of and operate
      in the Subleased Premises; provided, however, that such access shall not
      interfere with the normal conduct of Sublandlord’s business operations or
      Sublandlord’s construction of the Initial Improvements. Prior to any such entry,
      Subtenant shall comply with all insurance provisions of the Sublease. All waiver
      and indemnity provisions of the Sublease shall apply upon Subtenant’s entry onto
      the Subleased Premises.


6





12.
            TRADE
                FIXTURES




Subtenant
      shall have the right to furnish and install any trade fixtures that are
      necessary for the conduct of its business; provided, however, that at the
      termination of this Sublease, Subtenant shall remove such trade fixtures and
      restore the Subleased Premises at Subtenant’s sole cost to the state and
      condition in which they existed on the Sublease Commencement Date, ordinary
      wear
      and tear and approved alterations excepted. If Subtenant fails to comply with
      the provisions of this paragraph, Sublandlord may make such repairs or
      restoration, and the reasonable cost thereof shall be additional rent payable
      by
      Subtenant on demand. All trade fixtures shall be and remain the property of
      Subtenant, provided that any such trade fixtures remaining on the Premises
      after
      the expiration or termination of the term hereof shall be deemed abandoned
      by
      Subtenant and shall, at Sublandlord’s option, become the property of Sublandlord
      without payment therefor.




13.
            ALTERATIONS
                AND IMPROVEMENTS




Other
      than the Initial Improvements, Sublandlord shall have no obligation to make
      any
      alterations or improvements to the Subleased Premises for Subtenant’s use or
      occupancy thereof. Notwithstanding any provisions of the Master Lease to the
      contrary, Subtenant shall not make any alterations, additions, improvements
      or
      installments in the Subleased Premises without in each instance obtaining the
      prior written consent of the Master Landlord, in accordance with the consent
      requirements of the Master Lease, and the Sublandlord, which consent shall
      not
      be unreasonably withheld, conditioned, or delayed. If Sublandlord and Master
      Landlord consent to any such alterations, improvements or installations,
      Subtenant shall perform and complete such alterations, improvements and
      installations at its expense, in compliance with applicable laws and the Master
      Lease. If Subtenant performs any alterations, improvements or installations
      without obtaining the prior written consent of both Master Landlord and
      Sublandlord, Sublandlord (or Master Landlord) may remove such alterations,
      improvements or installations, restore the Subleased Premises and repair any
      damage arising from such removal or restoration, and Subtenant shall be liable
      for all costs and expenses incurred in the performance of such removal, repairs
      or restoration. All approved alterations, additions and improvements (except
      trade fixtures) shall be and remain the property of Sublandlord upon
      installation and shall be surrendered to Sublandlord upon the termination of
      this Sublease. If Master Landlord requires any removal and restoration of
      alterations and improvements, Sublandlord shall undertake such removal and
      restoration and Subtenant shall be liable to Sublandlord for all costs and
      expenses incurred by Sublandlord in connection therewith, but only to the extent
      attributable to alterations and improvements made by Subtenant after taking
      possession of the Subleased Premises.




7




14.
            SUBORDINATION
                TO MASTER LEASE




This
      Sublease shall at all times be subject and subordinate to the terms and
      provisions of the Master Lease. Except for Sections 3(b), 3(c), 4, 5(c), 7,
      8(b), 9(c), 9(d), 9(e), 10, 14, 16(a), 16(c), 22, 23 (fourth (4th) sentence
      from
      the end only), 31, 33, 39, 40, 41, 42(d), 42(i), 42(j), 42(k), 42(l), and
      Exhibit C of the Master Lease and except as otherwise set forth in this
      Sublease, all of the terms and conditions contained in the Master Lease are
      hereby incorporated herein by this reference as terms and conditions of this
      Sublease, except that references in the Master Lease to the terms listed in
      Column A below shall be deemed to be references to the terms set forth in this
      Sublease listed in the same row in Column B below:




Column
                A
            
            Column
                BLease
            
            SubleaseLandlord
            
            SublandlordTenant
            
            SubtenantTerm
            
            Sublease
                TermAnnual
                Rental
              
              Premises
            
            Sublease
                Rent
              
              Subleased
                PremisesCommencement
                Date
            
            Sublease
                Commencement Date




Subtenant
      shall not cause a default under the Master Lease or permit its employees,
      agents, contractors or invitees to cause a default under the Master Lease.




Notwithstanding
      any other provision of this Sublease, Sublandlord, as sublandlord under this
      Sublease, shall have the benefit of all rights and remedies (but not waivers
      or
      limitations of liability) enjoyed by Master Landlord, as the landlord under
      the
      Master Lease, but (i) Sublandlord shall have no obligation under this
      Sublease to perform the obligations of Master Landlord, as landlord under the
      Master Lease, including without limitation any obligation to provide services
      or
      maintain insurance; (ii) Sublandlord shall not be bound by any
      representations or warranties of the Master Landlord under the Master Lease;
      (iii) in any instance where the consent of Master Landlord is required
      under the terms of the Master Lease, the consent of Sublandlord and Master
      Landlord shall be required; and (iv) Sublandlord shall not be liable to
      Subtenant for any failure or delay in Master Landlord’s performance of its
      obligations, as landlord under the Master Lease. Upon request of Subtenant,
      Sublandlord shall, at Subtenant’s expense, use reasonable efforts to cause
      Master Landlord to perform its obligations under the Master Lease, including
      without limitation, those obligations set forth in Sections 7 and 10 of the
      Master Lease.




8


Upon
      the
      default by Subtenant in the full and timely payment and performance of its
      obligations under the Sublease (beyond any applicable notice and cure period),
      Sublandlord may exercise any and all rights and remedies granted to Master
      Landlord by the Master Lease with respect to default by the Tenant or Lessee
      under the Master Lease. In the event that Subtenant breaches any of the terms
      conditions or covenants of this Sublease or of the Master Lease and fails to
      remedy such breach within ten (10) days after written notice, Sublandlord shall
      have the right, but not the obligation, to cure such breach and charge Subtenant
      for the costs incurred thereby, which costs Subtenant shall pay to Sublandlord
      upon demand. Subtenant shall not commit or suffer any act or omission that
      will
      violate any of the provisions of the Master Lease.




Notwithstanding
      any contrary provision of this Sublease, (i) in any instances where Master
      Landlord, as landlord under the Master Lease, has a certain period of time
      in
      which to notify Sublandlord, as tenant under the Master Lease, whether Master
      Landlord will or will not take any particular action, Sublandlord, as landlord
      under this Sublease, shall have an additional five (5) business day period
      after receiving such notice in which to notify Subtenant, (ii) in any
      instance where Sublandlord, as tenant under the Master Lease, has a certain
      period of time in which to notify Master Landlord as landlord under the Master
      Lease, whether Sublandlord will or will not take any particular action,
      Subtenant, as tenant under this Sublease, must notify Sublandlord, as landlord
      under this Sublease, at least five (5) business days before the end of such
      period, but in no event shall Subtenant have a period of less than five
      (5) business days in which so to notify Sublandlord unless the relevant
      period under the Master Lease is five (5) business days or less, in which case
      the period under this Sublease shall be two (2) days less than the period
      provided to Sublandlord under the Master Lease, and (iii) in any instance
      where a specific grace period is granted to Sublandlord, as tenant under the
      Master Lease, before Sublandlord is considered in default under the Master
      Lease, Subtenant, as tenant under this Sublease, shall be deemed to have a
      grace
      period which is five (5) days less than Sublandlord before Subtenant is
      considered in default under this Sublease, but in no event shall any grace
      period be reduced to less than five (5) business days unless the relevant period
      under the Master Lease is six (6) days or less, in which case the period
      under this Sublease shall be two (2) days less than the period provided to
      Sublandlord under the Master Lease. Provided
      that Subtenant is not in default hereunder (beyond any applicable cure period),
      Sublandlord agrees not to enter into a voluntary agreement with Master Landlord
      to terminate the Master Lease (with an effective termination date prior to
      the
      expiration of the Sublease Term). Additionally, Sublandlord acknowledges and
      agrees that it shall not exercise its rights (if any) under Sections 39 and
      40
      of the Master Lease.





15.
            INDEMNITY




Subtenant
      shall be liable for, and shall indemnify, defend and hold Sublandlord harmless
      from and against, any and all claims, damages, judgments, suits, causes of
      actions, losses, liabilities, and expenses, including, without limitation,
      reasonable attorneys’ fees and court costs to the extent arising or resulting
      from (a) the negligence or willful misconduct of Subtenant or any of
      Subtenant’s agents, employees, subtenants, assignees, licensees, or invitees as
      to injuries to persons or damage to property occurring in or about the Subleased
      Premises and (b) the default by Subtenant of any obligation on Subtenant’s
      part to be performed under the terms of this Sublease; provided, however,
      Subtenant’s indemnity shall not apply or extend to any such damage or injury to
      the extent the same are: (i) the result of the negligence or willful
      misconduct of Sublandlord, or Sublandlord’s employees, agents or contractors, or
      (ii) paid to Sublandlord out of the proceeds of any policy of insurance
      required hereunder. In case any action or proceeding is brought against
      Sublandlord by reason of Subtenant’s indemnification obligation set forth in
      this section, Subtenant, upon notice from Sublandlord shall defend the same
      at
      Subtenant’s expense. The terms and provisions of this section shall survive the
      termination or expiration of this Sublease.


9





Sublandlord
      shall be liable for, and shall indemnify, defend and hold Subtenant and harmless
      from and against, any and all claims, damages, judgments, suits, causes of
      actions, losses, liabilities, and expenses, including, without limitation,
      reasonable attorneys’ fees and court costs to the extent arising or resulting
      from (a) the negligence or willful misconduct of Sublandlord or any of
      Sublandlord’s agents, employees, subtenants, assignees, licensees, or invitees
      as to injuries to persons or damage to property occurring in or about the
      Building (and outside the Subleased Premises) and (b) the default by
      Sublandlord of any obligation on Sublandlord’s part to be performed under the
      terms of this Sublease; provided, however, Sublandlord’s indemnity shall not
      apply or extend to any such damage or injury to the extent the same are:
      (i) the result of the negligence or willful misconduct of Subtenant, or
      Subtenant’s employees, agents or contractors, or (ii) paid to Subtenant out
      of the proceeds of any policy of insurance required hereunder. In case any
      action or proceeding is brought against Subtenant by reason of Sublandlord’s
      indemnification obligation set forth in this section, Sublandlord, upon notice
      from Subtenant shall defend the same at Sublandlord’s expense. The terms and
      provisions of this section shall survive the termination or expiration of this
      Sublease .




16.
            HOLDING
                OVER




If
      Subtenant remains in possession of the Subleased Premises or any part thereof
      after the expiration or other termination of the Term hereof, such occupancy
      shall be as a tenancy at sufferance at a rental in the amount equal to
      Sublandlord’s liability under Section 31 of the Master Lease, and upon all the
      other provisions of this Sublease pertaining to the obligations of Subtenant.
      Notwithstanding anything to the contrary herein, Subtenant shall be liable
      to
      Sublandlord for all costs, liabilities, losses and expenses incurred by
      Sublandlord as a result of Subtenant’s holding over.




17.
            ATTORNEYS’
                FEES; OTHER FEES




If
      Sublandlord or Subtenant shall commence an action against the other arising
      out
      of or in connection with
      this Sublease, the prevailing party shall be entitled to recover its costs
      of
      suit and reasonable attorneys’ fees.




18.
            NOTICES
                OR DEMANDS




All
      notices and demands under this Sublease shall be in writing and shall be
      effective (except for notices to Master Landlord, which shall be given in
      accordance with the provisions of the Master Lease) upon the earlier of
      (i) actual receipt at the Sublandlord’s Notice Addresses or the Subtenant’s
      Notice Addresses, or the notice address of the Master Landlord set forth in
      the
      Master Lease, as the case may be, by the party being served, or (ii) upon
      delivery being refused. All such notices or demands shall be sent by United
      States certified mail, return receipt requested, postage prepaid, or by a
      nationally recognized overnight delivery service that provides tracking and
      proof of receipt. Either party may change its address for notices and demands
      under this Sublease by ten (10) days’ advance written notice to the other
      party. Sublandlord
      agrees to promptly deliver to Subtenant copies of all notices sent or received
      by Sublandlord which allege a default under the Master Lease by either Landlord
      or Sublandlord.




10




19.
            SIGNAGE




Subtenant
      shall not place any sign in or on the Building or the Subleased Premises without
      the prior written consent of Sublandlord, which consent shall not be
      unreasonably withheld, conditioned, or delayed. Subject to Master Landlord’s
      consent, Subtenant shall have the same signage rights as provided in Section
      16
      of the Master Lease. Such signage shall be provided at Subtenant’s
      expense.




20.
            PARKING




Subtenant
      shall have the same parking rights as provided in the Master Lease.




21.
            MASTER
                LANDLORD’S CONSENT




This Sublease is
      expressly conditioned upon the receipt of Master Landlord’s written consent
      hereto. Subtenant agrees to reasonably cooperate with Sublandlord in providing
      such information as is necessary to satisfy such condition and to execute all
      agreements reasonably requested by Master Landlord in connection therewith. If
      Sublandlord is unable to secure Master Landlord’s written consent within thirty
      (30) days after Subtenant’s execution of this Sublease, then either party shall
      have the right (prior to Master Landlord actually granting its written consent)
      to terminate this Sublease and all of its obligations hereunder.




22.
            CHOICE
                OF LAW




This Sublease shall be
      governed by the laws of the State in which the Subleased Premises are
      located.




23.
            ENTIRE
                AGREEMENT




This
      Sublease, together with any exhibits and attachments hereto, Master Landlord’s
      consent form, and the Master Lease, constitutes the entire agreement between
      Sublandlord and Subtenant relative to the Subleased Premises ,
      and
      this Sublease and the exhibits and attachments may be altered, amended or
      revoked only by an instrument in writing signed by both Sublandlord and
      Subtenant. Sublandlord and Subtenant agree hereby that all prior or
      contemporaneous oral discussions, letters or written documents between and
      among
      themselves and their agents and representatives relative to the subleasing
      of
      the Subleased Premises are merged in or revoked by this Sublease.




11




24.
            SUCCESSORS
                AND ASSIGNS




This
      Sublease shall inure to the benefit of and be binding upon the respective heirs, administrators ,
      executors, successors and assigns of the parties hereto; provided, however,
      that
      this provision shall not be construed to allow an assignment or subletting
      which
      is otherwise specifically prohibited hereby.




25.
            SECTION
                AND PARAGRAPH HEADINGS




The
      section and paragraph headings are included only for the convenience of the
      parties and are not part of
      this Sublease and shall not be used to interpret the meaning of provisions
      contained herein or the intent of the parties hereto.




26.
            REPRESENTATIONS
                AND WARRANTIES; AUTHORITY




Sublandlord
      and Subtenant each represent and warrant to the other that the
      individual(s) executing and delivering this Sublease on its behalf is/are
      duly authorized to do so and that this Sublease is binding on Subtenant and
      Sublandlord in accordance with its terms, assuming the due authorization,
      execution and delivery by the other party.




Sublandlord
      represents and warrants that (i) to
      the
      best of Sublandlord’s knowledge, Master Landlord is not in default under the
      Master Lease, nor has any event occurred which, after any applicable notice
      and/or the expiration of any grace period, shall constitute a material default
      by Master Landlord under the Master Lease; and (ii) to the best of
      Sublandlord’s knowledge, Sublandlord is not in default under the Master Lease,
      nor has any event occurred which, after any applicable notice and/or the
      expiration of any grace period, shall constitute a default by Sublandlord under
      the Master Lease.




Except
      as
      expressly set forth in this Sublease, no representation or warranty has been
      given by either party, its agents and representatives, with respect to the
      subject matter of this Sublease, and neither party has relied upon any
      representations or warranty not expressly set forth herein.




27.
            BROKERS




Sublandlord
      and Subtenant each represent and warrant to the other that it has not dealt
      with
      any broker other than the Brokers identified in Article I hereof in connection
      with the consummation of this Sublease. Sublandlord and Subtenant each shall
      indemnify and hold harmless the other against any loss, damage, claims or
      liabilities arising out of the inaccuracy of its representation or the breach
      of
      its warranty set forth in the previous sentence. Sublandlord shall be solely
      responsible for the payment of the brokerage commission due to the Brokers
      pursuant to a separate written agreement.




28.
            NO
                OFFER




The
      submission of this Sublease or some or all of its provisions for examination
      does not constitute an option or an offer to enter into this Sublease, it being
      understood and agreed that neither Sublandlord or Subtenant shall be legally
      bound hereunder unless and until this Sublease has been executed and delivered
      by both Sublandlord and Subtenant, and then subject to the conditions hereof,
      including Article II Section 21.




12




27.
            MEMORANDUM
                OF SUBLEASE





At
      the
      request of either party, the parties shall promptly execute (and Sublandlord
      shall use commercially reasonable efforts to have Master Landlord execute)
      and
      record, at the cost of the requesting party, a short form memorandum describing
      the Subleased Premises and stating the Sublease Term, and other information
      that
      the parties agree to include.





28.
            COUNTERPARTS





This
      Sublease may be executed in a number of identical counterparts, each of which
      for all purposes is deemed an original, and all of which constitute collectively
      one (1) agreement, but in making proof of this Sublease, it shall not be
      necessary to produce or account for more than one such counterpart.





29.
            WAIVER
                OF “LANDLORD’S LIEN”





Subl andlord
      hereby agrees and affirms that it has no lien on, or security interest in,
      or
      claim to any of Subtenant’s personal property located in the Subleased Premises to
      secure
      Subtenant’s obligations hereunder, and Sublandlord hereby waives any such
      presumptive interest,
      statutory or otherwise, in any such personal property of Subtenant .





30.
            LIABILITY
                OF SUBLANDLORD





In
      the
      event of a transfer of Sublandlord’s interest in the Master Lease, or in this
      Sublease, it shall be deemed without further agreement between the parties
      and
      such transferee that the transferee has assumed and agreed to observe and
      perform all obligations of the Sublandlord hereunder. With regard to any such
      transfer, Sublandlord shall be released and remain without liability to
      Subtenant for the observance and performance of all obligations of the
      Sublandlord hereunder arising after the effective date of such transfer, and
      for
      breach of any of the representations and warranties made by Sublandlord herein.
      With respect to any provision of this Sublease which provides, in effect, that
      Sublandlord shall not unreasonably withhold or unreasonably delay any consent
      or
      any approval, Subtenant, in no event, shall be entitled to make, nor shall
      Subtenant make, any claim for, and Subtenant hereby waives any claim for money
      damages; nor shall Subtenant claim any money damages by way of setoff,
      counterclaim or defense, based upon any claim or assertion by Subtenant that
      Sublandlord has unreasonably withheld or unreasonably delayed any consent or
      approval; but Subtenant’s sole remedy shall be an action or proceeding to
      enforce any such provisions, or for specific performance, injunction or
      declaratory judgment.




[SIGNATURE
      PAGE FOLLOWS]


13


IN
      WITNESS WHEREOF, the parties have caused this Sublease to be signed by their
      duly authorized representatives to be effective on the date first set out
      above.




Sublandlord:
            
            Subtenant:Advantis
                Real Estate Services Company
            
            Smart
                Online, Inc.By:
            /s/
                David Townsend
            
            By:
            /s/
                David E. ColburnPrint
                Name: David Townsend
            
            Print
                Name: David ColburnPrint
                Title: Managing Director
            
            Print
                Title: PresidentDate:
                7/31/08
            
            Date:
                7/30/08





List
      of Exhibits




Exhibit
      A
      - Master Lease




Exhibit
      B
      - Plan showing Subleased Premises




Exhibit
      C
      - Inventory of FF




Exhibit
      D
      - FF Conveyance Agreement




Exhibit
      E
      - Initial Improvements




14


**EXHIBIT
      A**





**MASTER
      LEASE**




A-1


**OFFICE
      LEASE AGREEMENT**





BY
      AND
      BETWEEN





**NOTTINGHAM
      HALL LLC**


(AS
      LANDLORD)





AND





**ADVANTIS
      REAL ESTATE SERVICES COMPANY**


(AS
      TENANT)





Nottingham
      Hall


4505
      Emperor Boulevard


Durham,
      North Carolina





**HOLLAND
                + KNIGHT LLP**2099
                Pennsylvania Avenue, N.W.Suite
                100Washington,
                DC 20006Ph.
                (202) 955-3000(202)
                955-5564







**TABLE
      OF CONTENTS**




Page1.
            BASIC
                LEASE TERMS
            
            12.
            DESCRIPTION
                OF PREMISES
            
            33.
            TERM;
                COMMENCEMENT DATE; DELIVERY OF PREMISES
            
            34.
            RENTAL
            
            55.
            ALTERATIONS
                AND IMPROVEMENTS BY TENANT
            
            116.
            USE
                OF PREMISES
            
            127.
            SERVICES
                BY LANDLORD
            
            138.
            TAXES
                ON LEASE AND TENANT’S PROPERTY
            
            149.
            INSURANCE
                AND INDEMNITY
            
            1510.
            LANDLORD’S
                COVENANT TO REPAIR AND REPLACE
            
            1611.
            PROPERTY
                OF TENANT
            
            1712.
            TRADE
                FIXTURES AND EQUIPMENT
            
            1813.
            DAMAGE
                OR DESTRUCTION OF PREMISES
            
            1814.
            GOVERNMENTAL
                ORDERS
            
            1915.
            MUTUAL
                WAIVER OF SUBROGATION
            
            1916.
            SIGNS
                AND ADVERTISING
            
            2018.
            INTENTIONALLY
                OMITTED
            
            2219.
            EMINENT
                DOMAIN
            
            2220.
            EVENTS
                OF DEFAULT AND REMEDIES
            
            2221.
            SUBORDINATION
            
            2422.
            ASSIGNMENT
                AND SUBLETTING
            
            2423.
            LANDLORD
                DEFAULT
            
            2724.
            TRANSFER
                OF LANDLORD’S INTEREST
            
            2725.
            COVENANT
                OF QUIET ENJOYMENT
            
            2826.
            ESTOPPEL
                CERTIFICATES
            
            2827.
            PROTECTION
                AGAINST LIENS
            
            2828.
            MEMORANDUM
                OF LEASE
            
            2929.
            FORCE
                MAJEURE
            
            2930.
            REMEDIES
                CUMULATIVE – NONWAIVER
            
            2931.
            HOLDING
                OVER
            
            2932.
            NOTICES
            
            3033.
            LEASING
                COMMISSION
            
            3034.
            SEVERABILITY
            
            3035.
            REVIEW
                OF DOCUMENTS
            
            3036.
            PAYMENT
                OF TENANT’S OBLIGATIONS BY LANDLORD AND UNPAID RENT
            
            3137.
            ENVIRONMENTAL
                CONCERNS
            
            3138.
            USA
                PATRIOT ACT AND ANTI-TERRORISM LAWS
            
            3239.
            RIGHT
                OF FIRST OFFER
            
            3340.
            TENANT
                TERMINATION RIGHT
            
            3541.
            OPTION
                TO EXTEND TERM
            
            3642.
            MISCELLANEOUS
            
            38







STATE
      OF
      NORTH CAROLINA


LEASE
      AGREEMENT


COUNTY
      OF
      DURHAM





THIS
      LEASE AGREEMENT (the “Lease”) made and entered into as of the 19 th day of
      September, 2005 (the “Effective Date”), by and between NOTTINGHAM HALL LLC, a
      Delaware limited liability company (“Landlord”), and ADVANTIS REAL ESTATE
      SERVICES COMPANY, a Florida corporation (“Tenant”).





W I T N E S S E T H :





In
      consideration of the mutual covenants and agreements contained herein, the
      parties hereto agree for themselves, their successors and assigns, as
      follows:





1.  BASIC
      LEASE TERMS .





The
      following terms shall have the following meanings in this Lease:





(a)  Premises :
      Approximately Nine Thousand Eight Hundred Thirty-Seven (9,837) rentable square
      feet of office space on the third (3 rd )
      floor
      of the Building and known as Suite 300, as more particularly described on the
      floor plan attached hereto as Exhibit
      A .





(b)  Building :
      Nottingham Hall, located at 4505 Emperor Boulevard, Durham, North Carolina,
      containing approximately 105,263 rentable square feet of office
      space.





(c)  Business
      Park :
      Imperial Center Business Park.





(d)  Common
      Areas :
      All
      areas of the Building, the land on which the Building is located (the “Land”),
      the Other Buildings (hereinafter defined), the Project Land (hereinafter
      defined) and/or the Business Park, as applicable, which are available for the
      common use or benefit of all tenants primarily or to the public generally,
      including without limitation, parking areas, driveways, sidewalks, loading
      docks, the lobby, corridors, elevators, stairwells, entrances, public restrooms,
      mechanical rooms, janitorial closets, telephone rooms, mail rooms, electrical
      rooms, and other similar areas of the Building providing for building systems,
      and any other common facilities furnished by Landlord from time to
      time.





(e)  Commencement
      Date :
      December 1, 2005.





(f)  Term :
      Five
      (5) years, nine (9) months.







(g)  Minimum
      Rental :




[***]





(h)  Operating
      Expense Stop :
      Actual
      Operating Expenses for calendar year 2006.





(i)  Tenant’s
      Proportionate Share :
      [9.35%]
      (representing a fraction, the numerator of which is the number of rentable
      square feet within the Premises and the denominator of which is the number
      of
      rentable square feet within the Building).




(j)  Notice
      Addresses :





Landlord:
            
            Nottingham
                Hall LLC
              444
                Brickell Avenue, Suite 900
              Miami,
                Florida 33131
              Attention:
                Chief Operating Officerand
                to:
            
            Nottingham
                Hall LLC
              c/o
                ACP Mid-Atlantic LLC, as Agent
              2350
                Corporate Park Drive, Suite 110 Herndon, Virginia 20171
              Attention:
                Asset Managerwith
                a copy to:
            
            Holland
                & Knight LLP
              2099
                Pennsylvania Avenue, N.W., Suite 100
              Washington,
                D.C. 20006
              Attention:
                David S. Kahn, Esq.Tenant:
            
            Advantis
                Real Estate Services Company Nottingham Hall
              4505
                Emperor Boulevard, Suite 300
              Durham,
                North Carolina 27703
              Attention:
                David P. Oddo





[***]
      Confidential treatment requested pursuant to a request for confidential
      treatment filed with the Securities and Exchange Commission. Omitted portions
      have been filed separately with the Commission.


2





with
                a copy to:
            
            John
                Hutcheson, CFO/COO
              Advantis
                Real Estate Services Company
              3455
                Peachtree Road, NE, Suite 400
              Atlanta,
                Georgia 30320and
                to:
            
            Wyrick
                Robbins Yates & Ponton LLP
              4101
                Lake Boone Trail, Suite 300
              Raleigh,
                North Carolina 27607
              Attention:
                Eric A. Vernon, Esq.




(k)  Security
      Deposit :
      None.





(1)  Brokers :  Tri-Properties,
      Inc. and ACP Mid-Atlantic LLC, as Landlord’s broker; Advantis
      Real Estate Services


Company, as Tenant’s broker.





(m)  Guarantor :
      None.





(n)  Parking .
      Tenant
      shall have the right to use [forty-five (45)] unreserved parking spaces (or
      4.5
      unreserved parking spaces per 1,000 rentable square feet of the Premises) in
      the
      surface parking areas adjacent to the Building which constitutes a portion
      of
      the Common Areas of the Land.





(o)  Extension
      Option :
      One (1)
      five (5) year period.





2.  DESCRIPTION
      OF PREMISES .





In
      consideration of Tenant’s agreement to pay Minimum Rental (hereinafter defined)
      and Additional Rental (hereinafter defined), Landlord hereby leases to Tenant,
      and Tenant hereby accepts and rents from Landlord, the Premises within the
      Building located in the Business Park; together with the nonexclusive right
      to
      use the Common Areas of the Land and the Building. The useable area of the
      Premises has been determined in accordance with the standards set forth in
      ANSI
      Z65.1-1996, as promulgated by the Building Owners and Managers Association
      (“BOMA Standard”).





3.  TERM;
      COMMENCEMENT DATE; DELIVERY OF PREMISES .





(a)  Term .
      The
      term of this Lease (the “Term”) shall commence on the date set forth in Section
      1(e), above (hereinafter defined), and expire at 11:59 p.m. on August 31, 2011
      (the “Expiration Date”), unless the Term is otherwise extended or terminated in
      accordance with the terms hereof. As used herein, the term “Lease Year” shall
      mean (i) each consecutive twelve-month period of the Term, beginning with the
      Commencement Date, except that if the Commencement Date does not occur on the
      first day of a calendar month, the first Lease Year shall commence on the
      Commencement Date and terminate on the last day of the twelfth (12 th )
      full
      calendar month after the Commencement Date, and (ii) each successive period
      of
      twelve (12) calendar months thereafter during the Term.




3







(b)  Delivery
      of Premises to Tenant; Delay in Delivery of Premises .
      Promptly after the Commencement Date, Landlord shall complete and deliver to
      Tenant the completed form of Declaration of Commencement Date which is attached
      to this Lease as Exhibit
      B (the
“Declaration”). Within five (5) days after Tenant receives the completed
      Declaration from Landlord, Tenant shall execute and return the Declaration
      to
      Landlord to confirm the Commencement Date, the Rent Commencement Date
      (hereinafter defined), the Term and the actual number of rentable square feet
      in
      the Premises. Failure to execute the Declaration shall not affect the
      commencement or expiration of the Term. Notwithstanding anything contained
      herein to the contrary: (i) Landlord shall not be liable to Tenant for any
      delay
      by Landlord in delivering the Premises to Tenant; and (ii) except as otherwise
      expressly set forth immediately below, Tenant shall not be released from its
      obligation to accept possession of the Premises from Landlord in the event
      of
      any such delay by Landlord in delivering the Premises to Tenant; provided
      however, for each day after November 30, 2005, as such date is extended
      day-for-day due to Force Majeure (hereinafter defined) and Tenant Delay (the
      “Anticipated Outside Delivery Date”) that Landlord fails to deliver the Premises
      to Tenant in its “as is” condition, in addition to a delay in the Commencement
      Date caused thereby, Tenant shall receive one (1) day of abatement of Minimum
      Rental (hereinafter defined) otherwise owing under the Lease, not to exceed
      one
      hundred twenty (120) days of abatement in the aggregate, which rent abatement
      shall be applicable to the period commencing immediately after the Abatement
      Period (hereinafter defined). In addition, in the event that Landlord fails
      to
      deliver the Premises to Tenant in its “as is” condition within one hundred
      twenty (120) days after the Anticipated Outside Delivery Date (the “Outside
      Delivery Date”), then Tenant may, upon thirty (30) days’ written notice to
      Landlord delivered to Landlord by Tenant after the Outside Delivery Date,
      terminate this Lease, and upon such termination, the parties shall have no
      further rights or obligations hereunder; provided however if Landlord delivers
      the Premises to Tenant within this thirty (30) day period, the Lease shall
      not
      terminate and shall continue in full force and effect throughout the Term.
      In
      the event Landlord is unable to deliver possession of the Premises to Tenant
      on
      or before the Commencement Date, the Expiration Date shall be postponed by
      the
      same number of days the Commencement Date is delayed and Landlord shall not
      be
      liable or responsible for any claims, damages, or liabilities by reason of
      such
      delay, except as otherwise expressly set forth herein.





(c)  Tenant
      Improvements .





(i)  Landlord
      shall deliver the Premises to Tenant in its then “as-is” condition, without (A)
      any obligation on Landlord’s part to construct or, except for the Improvement
      Allowance (hereinafter defined), pay for any improvements or alterations
      therein; or (B) any representations or warranties regarding the condition
      thereof, except as expressly set forth herein. Tenant shall, at Tenant’s sole
      cost and expense, subject to the application of the Improvement Allowance,
      construct in the Premises the Tenant Improvements (as defined in the Work
      Agreement) described in the Work Agreement attached hereto as Exhibit
      C (the
“Work Agreement”), in substantial accordance with the terms and conditions of
      the Work Agreement. In the event that Landlord and Tenant have not finally
      agreed upon the scope and details of the Tenant Improvements as of the date
      of
      execution of this Lease, Tenant’s submissions to Landlord of plans and
      specifications detailing such work shall be subject to Landlord’s written
      approval in accordance with the Work Agreement, such approval not to be
      unreasonably withheld, conditioned or delayed, except to the extent that any
      Tenant Improvements proposed by Tenant involve changes to the base Building
      or
      any of the systems therein, in which event Landlord may withhold its consent
      in
      its sole discretion. The Tenant Improvements shall be subject to Landlord’s
      prior written approval in accordance with the terms of the Work Agreement,
      shall
      comply with all applicable building codes, laws and regulations (including,
      without limitation, the Americans with Disabilities Act), shall not require
      any
      material changes to or modifications of any of the mechanical, electrical,
      plumbing or other systems of the Building, and shall otherwise be constructed
      in
      strict accordance with the terms of the Work Agreement.


4





(ii)  The
      cost
      of all design, architectural and engineering work, construction costs,
      construction supervision, contractor’s overhead and profit, licenses and
      permits, and all other costs and expenses incurred in connection with the Tenant
      Improvements shall be at Tenant’s sole cost and expense, subject to the
      application of the Improvement Allowance as more fully set forth in the Work
      Agreement. Landlord shall disburse the Improvement Allowance as provided in
      the
      Work Agreement. All costs incurred in respect of the Tenant Improvements in
      excess of the Improvement Allowance shall be paid by Tenant. Any portion of
      the
      Improvement Allowance not expended by Tenant within twelve (12) months of the
      Effective Date in undertaking the design and construction of the Tenant
      Improvements shall be retained by Landlord.





4.  RENTAL .


During
      the Term, Tenant shall pay to Landlord, in care of Landlord’s agent, ACP
      Mid-Atlantic LLC (“Landlord’s Agent”), at the notice address set forth for such
      agent in Section 1(j) herein, without notice, demand, reduction (except as
      may
      be applicable pursuant to the Sections of this Lease entitled “Damage or
      Destruction of Premises”, “Eminent Domain” and Tenant Improvements”), setoff or
      any defense, a total rental (the “Annual Rental”) consisting of the sum total of
      the following:





(a)  Minimum
      Rental .





Beginning
      with the Commencement Date and continuing through the Expiration Date or earlier
      termination of this Lease, Tenant shall pay Minimum Rental in accordance with
      the schedule set forth in Section 1(g) in equal monthly installments each in
      advance on or before the first day of each calendar month, with the first full
      monthly installment of Minimum Rental due upon the execution and delivery of
      this Lease by Tenant. If the Commencement Date is a date other than the first
      day of a calendar month, the Minimum Rental shall be prorated daily from such
      date to the first day of the next calendar month and paid on or before the
      Commencement Date.


5





(b)  Operating
      and Maintenance Expenses .





(i)  Beginning
      on January 1, 2007 and continuing throughout the remainder of the Term, Tenant
      shall pay Tenant’s Proportionate Share (as set forth in Section l(i), above) of
      all Operating Expenses (hereinafter defined) paid or incurred by Landlord each
      calendar year to the extent such costs exceed the Operating Expense Stop set
      forth in Section 1(h), above. As used herein, the term “Operating Expenses”
means all costs and expenses paid or incurred by Landlord in connection with
      the
      ownership, operation, repair or maintenance of the Building and the Land,
      including without limitation, all: (A) ad valorem property taxes (or any tax
      hereafter imposed in lieu thereof) levied on the Premises, the Building, the
      Land or any improvements thereon, (B) insurance premiums and policy deductibles
      paid with respect to the Building, including fire and extended coverage
      insurance and liability insurance, (C) personal property taxes applicable to
      the
      Building or the Premises, (D) fees or costs incurred in connection with
      protesting any tax assessment provided such amounts shall not exceed the amount
      of the net effective reduction in such tax, (E) Standard Building Services
      (as
      hereinafter defined) including utilities, heat and air conditioning, standard
      janitorial service and window cleaning, (F) building management (including
      management fees), (G) the cost of grass mowing, shrub care and general
      landscaping, irrigation systems, maintenance and repair to parking and loading
      areas, (including storage of materials), driveways, sidewalks, exterior
      lighting, garbage collection and disposal, snow removal, water and sewer,
      plumbing, signs and other facilities serving or benefiting the Premises or
      the
      Building, (H) the cost of all services rendered by third parties with respect
      to
      the Building and the Land, including the Common Areas thereof, and all costs
      paid or incurred by Landlord in providing any of the services to be provided
      by
      Landlord pursuant to the terms of this Lease; (I) costs of all capital
      improvements, repairs or equipment in or to the Building which are undertaken
      to
      comply with applicable law or which are intended to reduce Operating Expenses;
      provided that the cost of any such capital improvements, repairs or equipment
      shall be amortized on a straight line basis over a reasonable period of time
      (as
      determined in accordance with generally accepted accounting principles as
      reasonably interpreted by Landlord), with imputed interest at eight percent
      (8%)
      per annum, and (J) the Building’s proportionate share of the costs and expenses
      paid or incurred by Landlord in the operation, repair and maintenance of the
      Business Park, including without limitation the costs and expenses associated
      with the maintenance and operation and repair of Business Park amenities made
      available for the common use and enjoyment of the tenants of the Business Park
      from time to time. In the event that Landlord elects to employ a single service
      provider to provide to the Building and the Other Buildings (hereinafter
      defined) any category of goods or services relating to the operation, repair
      or
      maintenance thereof, Operating Expenses hereunder shall include the Building’s
      share of the total cost of such goods or services provided during any calendar
      year, as reasonably determined by Landlord. As used herein, the term “Other
      Buildings” means the office buildings located at 5827 South Miami Boulevard,
      Durham, North Carolina and 5927 South Miami Boulevard, Durham, North Carolina.
      As used herein, the term “Project Land” means the Land and the land on which the
      Other Buildings are located. Notwithstanding any provisions in the Lease to
      the
      contrary, the following shall be excluded from the meaning of “Operating
      Expenses” payable by Tenant under this Lease:





·
            depreciation
                on the Building;


·
            expenses
                for which the Landlord is reimbursed (either by an insurer, condemnor,
                tenant or otherwise), but expressly excluding reimbursement by means
                of
                pass-through payments by tenants of the
                Building;


·
            expenses
                incurred in leasing or procuring new tenants for the Building (including,
                without limitation, legal fees, lease commissions, advertising expenses,
                space planning costs and expenses of renovating space for new
                tenants);


6





·
            legal
                expenses arising out of the construction or leasing of the Building
                or the
                enforcement of the provisions of any agreements affecting Landlord
                with
                respect to the Building or the Business
                Park;


·
            any
                principal, interest or amortization payments on any mortgage or mortgages,
                and rental under any ground or underlying lease or
                leases;


·
            wages,
                salaries or other compensation or benefits paid to any executive
                employees
                above the grade of property
                manager;


·
            wages,
                salaries or other compensation paid for clerks or attendants in
                concessions or newsstands operated by the
                Landlord;


·
            the
                portion of any fees, wages, salaries and other compensation to the
                extent
                allocable to services not rendered at, or in connection with the
                operation
                or maintenance of, the Building;


·
            the
                cost of installing, operating and maintaining a specialty improvement
                (including an observatory, broadcasting, cafeteria or dining facility,
                luncheon, or club) the use of which is not offered to all tenants
                of the
                Building;


·
            any
                cost or expense representing an amount paid to a corporation related
                to
                Landlord which is in excess of the amount which would be paid in
                the
                absence of such relationship;


·
            the
                costs of signs in or on the Building identifying Landlord or any
                tenant of
                the Building;


·
            cost
                of professional fees applicable to services not rendered in connection
                with the operation, leasing or maintenance of the
                Building;


·
            cost
                of dues and/or subscriptions;


·
            cost
                of travel and/or entertainment;


·
            any
                fines or penalties (excluding tax
                penalties);


·
            expenses
                resulting directly or indirectly from the negligence or willful misconduct
                of Landlord or its agents, employees or contractors, but only to
                the
                extent that such cost would not have been incurred but for such negligence
                or willful misconduct;


·
            any
                bad debts loss, rent loss, or reserves for bad debts or rent
                loss;


·
            costs
                associated with the operation of the business of the entity which
                constitutes Landlord (as the same are distinguished from the costs
                of
                operation of the Building or common
                areas);


·
            costs
                (including without limitation permit, license and inspection costs)
                incurred in connection with tenant improvement work performed by
                Landlord
                for its tenants (including Tenant) or in vacant rentable space in
                the
                Building;


·
            repairs
                or replacements with respect to which Landlord is reimbursed under
                warranties or guaranties;


·
            cost
                of damage and repairs attributable to
                condemnation;


·
            any
                sale, syndication, financing or refinancing costs and expenses, including,
                but not limited to, interest or amortization on
                debt;


·
            contributions
                to employee pension plans;


7





·
            tax
                penalties incurred as a result of Landlord’s negligence or its inability
                or unwillingness to make payments when
                due;


·
            costs
                incurred by the Landlord due to the violation by Landlord of the
                terms and
                conditions of any lease of space in the
                Building;


·
            rental
                costs for air conditioning systems, elevators or other equipment
                (except
                for temporary rentals or rentals needed in connection with emergencies
                or
                normal repairs and maintenance of permanent systems) which, if purchased,
                rather than rented, would constitute a capital improvement (except
                for
                items that, if purchased, would be Permitted Capital Expenditures
                and
                equipment not affixed to the Building which is used in providing
                janitorial, security or other similar
                services);


·
            acquisition
                costs of sculpture, paintings or works of art;
                and


·
            reserve
                accounts of all types.





Under
      no
      condition shall Landlord collect in excess of 100% of all Landlord’s Operating
      Expenses actually incurred in any calendar year or recover, through Operating
      Expenses, any item of cost actually incurred by Landlord more than once.
      Operating Expenses shall be reduced by the amount of any reimbursement,
      recoupment, payment, discount, credit, reduction, allowance, or the like
      actually received by Landlord that is allocable to any Operating
      Expenses.





(ii)  If,
      at
      any time during calendar year 2006 or any subsequent calendar year, less than
      ninety-five percent (95%) of the total rentable square feet of office space
      in
      the Building is occupied by tenants, the amount of Operating Expenses for such
      year shall be deemed to be the amount of Operating Expenses as reasonably
      estimated by Landlord that would have been incurred if the percentage of
      occupancy of the Building during such year was ninety-five percent (95%). If
      at
      any time during any calendar year, any part of the Building is leased to a
      tenant (hereinafter referred to as a “Special Tenant”) who, in accordance with
      the terms of its lease, provides its own utilities, cleaning or janitorial
      services or other services or is not otherwise required to pay a share of
      Operating Expenses in accordance with the methodology set forth in this Section
      4(b), and Landlord does not incur the cost of such services, Operating Expenses
      for such calendar year shall be increased by the additional costs for cleaning
      and janitorial services and such other applicable expenses as reasonably
      estimated by Landlord that would have been incurred by Landlord if Landlord
      had
      furnished and paid for cleaning and janitorial services and such other services
      for the space occupied by the Special Tenant, or if Landlord had included such
      costs in “operating expenses” as defined in the Special Tenant’s lease.
      Notwithstanding the foregoing, in no event shall Landlord collect in excess
      of
      100% of all Landlord’s Operating Expenses actually incurred in any calendar year
      or recover, through Operating Expenses, any item of cost actually incurred
      by
      Landlord more than once.


8





(c)  Payment
      of Operating Expenses .





Tenant
      shall pay to Landlord in advance each month, along with Tenant’s installments of
      Minimum Rental (and Additional Rental, if applicable) an amount (the “Tenant
      Contribution”) equal to one-twelfth (1/12 th )
      of
      Landlord’s estimate of Tenant’s Proportionate Share of Operating Expenses for
      any calendar year (including any partial calendar year, as applicable) in excess
      of the Operating Expense Stop. Landlord will make reasonable efforts to provide
      Tenant with Landlord’s estimate of Tenant’s Contribution for the upcoming
      calendar year on or before December 15th of each calendar year during the Term
      hereof. Not more than once during any calendar year, Landlord may in good faith
      revise Tenant’s Proportionate Share of the Operating Expenses and upon Tenant’s
      receipt of a revised statement, Tenant shall pay Tenant’s Proportionate Share of
      Operating Expenses on the basis of such statement. If Landlord fails to notify
      Tenant of the revised amount of Tenant’s Contribution by such date, Tenant shall
      continue to pay the monthly installments of Tenant’s Contribution, if any, last
      payable by Tenant until notified by Landlord of such new estimated amount.
      Within one hundred twenty (120) days of the end of each calendar year of the
      Term, Landlord shall deliver to Tenant a written statement setting forth the
      actual amount of Tenant’s Contribution for the preceding calendar year (the
“Expense Statement”). Tenant shall pay the total amount of any balance due shown
      on such Expense Statement within thirty (30) days after its delivery. In the
      event such annual costs decrease for any such year, Landlord shall reimburse
      Tenant for any overage paid and the monthly rental installments for the next
      period shall be reduced accordingly, but not below the Minimum Rental; provided
      however, that in the event that any overage has been paid by Tenant with respect
      to the calendar year in which this Lease is terminated or expires, Landlord
      shall pay to Tenant an amount equal to such overage within sixty (60) days
      after
      the later to occur of: (i) the expiration or termination of this Lease, (ii)
      Tenant’s vacation of the Premises, or (iii) the last day of the calendar year in
      which such termination or expiration occurs. Further, Tenant shall be
      responsible for the payment of Tenant’s Contribution for the calendar year in
      which this Lease expires, prorated from January 1st thereof through the
      Expiration Date. Upon the Expiration Date, Landlord may elect either (i) to
      require Tenant, to pay any unpaid estimated amount within thirty (30) days
      after
      the Expiration Date, which estimate shall be made by Landlord based upon actual
      and estimated costs for such year, or (ii) to withhold the Security Deposit,
      if
      any, until the exact amount payable by Tenant is determinable, at which time
      Tenant shall promptly pay to Landlord any deficiencies or Landlord shall return
      any excess Security Deposit to Tenant.





(d)  Audit
      Rights .





Within
      ninety (90) days of Tenant’s receipt of any Expense Statement, Tenant shall be
      entitled to the following audit right with respect to such Expense Statement.
      Such audit right shall be exercisable by Tenant providing Landlord with a
      written notice setting forth Tenant’s reasonable basis for challenging the
      Expense Statement delivered by Landlord. If within sixty (60) days after
      Landlord’s receipt of Tenant’s written notice and statement, Landlord and Tenant
      are unable to resolve Tenant’s reasonable objections set forth in its notice to
      Landlord, then not later than fifteen (15) days after the expiration of such
      sixty (60)-day period Tenant shall deliver to Landlord written notice (the
      “Audit Notice”) that it wishes to employ on an hourly rate (and not a
      contingency fee) basis an independent certified public accounting firm
      reasonably acceptable to Landlord to inspect and audit Landlord’s books and
      records at the Building relating to the reasonable objections raised in Tenant’s
      statement. If Tenant elects to employ such accountant as set forth above, then
      Tenant shall deliver to Landlord a confidentiality and nondisclosure agreement
      reasonably satisfactory to Landlord executed by such accounting firm, and
      provide Landlord not less than fifteen (15) days’ notice of the date on which
      the accounting firm desires to examine Landlord’s books and records at the
      Building during regular business hours; provided, however, that such date shall
      be between thirty (30) and ninety (90) days after Tenant delivers to Landlord
      the Audit Notice. Such audit shall be limited to a determination of whether
      Landlord calculated the Expense Statement in accordance with the terms and
      conditions of this Lease. Except as otherwise expressly set forth below, all
      costs and expenses of any such audit shall be paid by Tenant. Any audit
      performed pursuant to the terms of this Section 4.d shall be conducted only
      by
      an independent certified public accounting firm reasonably acceptable to
      Landlord. Notwithstanding anything contained herein to the contrary, Tenant
      shall be entitled to exercise its right to audit pursuant to this Section 4.d
      only in strict accordance with the foregoing procedures and each such audit
      shall relate only to the most recent calendar year covered by the audited
      Expense Statement. The audit rights pursuant to this Section 4.d shall not
      transfer or apply to any subtenant or any other person or entity other than
      the
“Tenant” hereunder. If the results of such audit determine that Tenant overpaid
      Operating Expenses during the calendar year in question by more than five
      percent (5%) of the correct amount owing, then, in addition to reimbursing
      Tenant for such overpayment, Landlord shall reimburse Tenant for the reasonable
      cost of such audit (not to exceed $3,500.00, however).





9




(e)  Late
      Payment .





If
      any
      monthly installment of Minimum Rental, Additional Rental (if any) or any other
      sum due and payable pursuant to this Lease remains due and unpaid five (5)
      days
      after said amount becomes due, Tenant shall pay as Additional Rent hereunder
      a
      late payment charge equal to Five Hundred and No/100 Dollars ($500.00);
      provided, however, that Landlord agrees to waive the first (1 st )
      such
      late payment charge in any twelve (12) month period, provided that Tenant pays
      the amount then due within three (3) days after Tenant’s receipt of written
      notice from Landlord. All unpaid rent and other sums of whatever nature owed
      by
      Tenant to Landlord under this Lease shall bear interest from the tenth
      (10 th )
      day
      after the due date thereof until paid at the lesser of two percent (2%) per
      annum above the “prime rate” as published in The
      Wall Street Journal from
      time to time (the “Prime Rate”) or the maximum interest rate per annum allowed
      by law. Acceptance by Landlord of any payment from Tenant hereunder in an amount
      less than that which is currently due shall in no way affect Landlord’s rights
      under this Lease and shall in no way constitute an accord and
      satisfaction.





(f)  Rental
      Abatement .





Notwithstanding
      anything to the contrary provided in this Section 4, provided that Tenant is
      not
      in default of this Lease (beyond any applicable notice and cure period) at
      any
      time during the Abatement Period (hereinafter defined), Landlord hereby agrees
      to abate Minimum Rental and Additional Rental for the period (the “Abatement
      Period”) beginning on the Commencement Date and ending on the date which is the
      earlier to occur of: (i) August 31, 2006; or (ii) the date first occurring
      after
      the Commencement Date on which there occurs a default by Tenant under this
      Lease. On the day immediately following the last day of the Abatement Period
      (the “Rent Commencement Date”), and thereafter throughout the Term, Tenant shall
      pay Landlord full Minimum Rental and Additional Rental in the amounts set forth
      in this Section 4.


10





5.  ALTERATIONS
      AND IMPROVEMENTS BY TENANT .





(a)  After
      the
      Tenant Improvements have been completed in accordance with the terms of the
      Work
      Agreement, Tenant shall make no alterations, improvement or other changes in
      or
      to the Premises which will or may affect the mechanical, electrical, plumbing,
      HVAC or other systems of, or the exterior, roof or structural elements of,
      the
      Building, and shall make no changes of any kind respecting the Premises or
      the
      Building which are visible from the exterior of the Premises, without Landlord’s
      prior written consent, to be granted or withheld in Landlord’s sole discretion.
      Any other nonstructural changes or other alterations, additions, or improvements
      to the Premises shall be made by or on behalf of Tenant only with the prior
      written consent of Landlord, which consent shall not be unreasonably withheld
      or
      delayed. All alterations, additions or improvements, including without
      limitation all partitions, walls, railings, carpeting, floor and wall coverings
      and other fixtures (excluding, however, Tenant’s trade fixtures as described in
      the Section entitled “Trade Fixtures and Equipment” below) made by, for, or at
      the direction of Tenant shall, when made, become the property of Landlord,
      at
      Landlord’s sole election.





(b)  Notwithstanding
      anything contained herein to the contrary, all alterations and improvements
      undertaken by Tenant shall be consistent with the then-existing quality, color
      scheme (where appropriate), general aesthetic appearance and tenor of the
      balance of the Building and, in any event, Landlord may withhold its consent
      to
      any proposed alteration or improvement by Tenant unless Tenant agrees to remove
      said improvement at the end of the Term and restore the Premises to the
      condition in which it existed prior to the undertaking of the proposed
      alteration or improvement. Landlord shall also have the right to approve the
      contractor or contractors who shall perform any alterations, repairs in, to
      or
      about the Premises and to post notices of non-responsibility and similar notice,
      as appropriate. In addition, immediately after completion of any alterations,
      Tenant shall assign to Landlord any and all warranties applicable to such
      alterations and shall provide Landlord with as-built plans of the Premises
      depicting such alterations. All alterations and improvements to the Premises
      which are undertaken by, or on behalf of, Tenant, shall be subject to Tenant’s
      payment to Landlord of a fee (the “Construction Management Fee”) equal to two
      percent (2%) of the total cost of such alterations and improvements; provided,
      however, that Tenant shall not be obligated to pay Landlord a Construction
      Management Fee in connection with the construction by Tenant of the initial
      Tenant Improvements in the Premises. Except as otherwise provided herein, Tenant
      agrees to pay Landlord the Construction Management Fee within ten (10) days
      after receipt of Landlord’s invoice therefor.





(c)  Any
      alterations of any kind to the Premises or any part thereof, except Tenant’s
      furniture and moveable trade fixtures, shall at once become part of the realty
      and shall be surrendered with the Premises, as a part thereof, at the end of
      the
      Term hereof; provided, however, that Landlord may, by written notice to Tenant
      at least thirty (30) days prior to the end of the Term, require Tenant to remove
      any alterations (including all telecommunications cabling installed by Tenant
      in
      the Premises or between the Premises and any other portion of the Building)
      and
      to repair any damage to the Premises caused by such removal, all at Tenant’s
      sole expense. Any article of personal property, including business and trade
      fixtures, not attached to or built into the Premises, which were installed
      or
      placed in the Premises by Tenant at its sole expense, shall be and remain the
      property of Tenant and may be removed by Tenant at any time during the Term
      as
      long as Tenant is not in default hereunder and provided that Tenant repairs
      any
      damage to the Premises or the Building caused by such
      removal.


11


6.  USE
      OF
      PREMISES .





(a)  Tenant
      shall use the Premises only for general office purposes and for no other
      purposes. Tenant shall comply with all laws, ordinances, orders, regulations
      or
      zoning classifications of any lawful governmental authority, agency or other
      public or private regulatory authority (including insurance underwriters or
      rating bureaus) having jurisdiction over the Premises. Tenant shall not do
      any
      act or follow any practice relating to the Premises, the Building or the Common
      Areas which shall constitute a nuisance or detract in any way from the
      reputation of the Building as a first-class real estate development comparable
      to other comparable buildings in the Raleigh/Durham market taking into account
      rent and other relevant factors. Tenant’s duties in this regard shall include
      allowing no noxious or offensive odors, fumes, gases, smoke, dust, steam or
      vapors, or any loud or disturbing noise or vibrations to originate in or emit
      from the Premises. In addition, Tenant shall not conduct a sale of any personal
      property on or about the Premises, the Building or in the Common Areas without
      the prior written consent of Landlord.





(b)  Without
      limiting the generality of Section 6(a), above, and excepting only office
      supplies and cleaning materials used by Tenant in its ordinary day to day
      business operations (but not held for sale, storage or distribution) and then
      only to the extent used, stored, transported and disposed of strictly in
      accordance with all applicable laws, regulations and manufacturer’s
      recommendations, the Premises shall not be used for the treatment, storage,
      transportation to or from, use or disposal of toxic or hazardous wastes,
      materials, or substances, or any other substance that is prohibited, limited
      or
      regulated by any governmental or quasi-governmental authority or that, even
      if
      not so regulated, could or does pose a hazard to health and safety of the
      occupants of the Building or surrounding property (collectively “Hazardous
      Substances”). In addition, Tenant shall be liable for, and shall indemnify and
      hold Landlord harmless from, all costs, damages and expenses (including
      reasonable attorneys’ fees) incurred in connection with the use, storage,
      discharge or disposal of any Hazardous Substances by Tenant or Tenant’s
      Invitees.





(c)  Tenant
      shall exercise due care in its use and occupancy of the Premises and shall
      not
      commit or allow waste to be committed on any portion of the Premises; and at
      the
      expiration or earlier termination of this Lease, Tenant shall deliver the
      Premises to Landlord in the same condition in which it existed as of the
      Commencement Date, ordinary wear and tear, fire or other casualty and acts
      of
      God alone excepted. Further, at the expiration or earlier termination of this
      Lease, Tenant shall, at its sole cost and expense, remove all telecommunications
      and computer cabling installed by Tenant within the Premises or any other
      portion of the Building. In the event Tenant fails to remove such cabling within
      five (5) days after the expiration or earlier termination of this Lease,
      Landlord may elect to remove same and Tenant shall promptly reimburse Landlord
      for all costs incurred by Landlord in connection with the removal of such
      equipment plus an administration fee equal to twenty-five percent (25%) of
      such
      cost. In the event Tenant fails to promptly pay such amounts, Landlord shall
      be
      entitled to deduct such amounts from the Security Deposit, if any, prior to
      returning same to Tenant.


12





(d)  Tenant’s
      use and occupancy of the Premises shall include the use in common with others
      entitled thereto of the Common Areas and all other improvements provided by
      Landlord for the common use of the Building tenants, and any other common
      facility as may be designated from time to time by the Landlord, subject,
      however, to the terms and conditions of this Lease and to the reasonable rules
      and regulations for use therefor as prescribed from time to time by the
      Landlord. Subject to the terms hereof, Tenant, its employees, agents, customers
      and invitees shall have the nonexclusive use (in common with other benefiting
      tenants) to use the Common Areas for purposes intended and the non-exclusive
      use
      of the adjacent surface parking areas in accordance with Section l(n) herein.
      Tenant shall not at any time interfere with the use of the Common Areas by
      Landlord, another tenant or any other person entitled to use the same. Landlord
      reserves the right, from time to time, to alter any of the Common Areas, to
      exercise control and management of the same, and to establish, modify, change
      and enforce such reasonable rules and regulations as Landlord in its discretion
      may deem desirable for the management of the Building or the Common Areas
      provided that no alteration of the Common Areas shall reduce the number of
      parking spaces provided by Landlord on any surface lot or parking structure
      located adjacent to the Building below the number of parking spaces required
      by
      applicable law.





(e)  Tenant
      shall save Landlord harmless from any claims, liabilities, penalties, fines,
      costs, expenses or damages resulting from the failure of Tenant to comply with
      the provisions of this Section 6. This indemnification shall survive the
      termination or expiration of this Lease.





7.  SERVICES
      BY LANDLORD .





(a)  Provided
      that Tenant has fully complied with all terms and conditions of this Lease
      and
      is not then in default hereunder, Landlord shall cause to be furnished to the
      Premises (subject to reimbursement as part of the Operating Expenses) in common
      with other tenants during “Standard Hours of Operation” (hereinafter defined),
      Monday through Friday and Saturday (excluding holidays), the following services
      (the “Standard Building Services”): janitorial services (once per working day
      after normal weekday working hours); water if available from city mains for
      drinking, lavatory and toilet purposes; operatorless elevator service;
      electricity for general office space use (including fluorescent lighting
      replacements to building standard fixtures only); trash removal in accordance
      with city schedules; and heating and air conditioning for reasonably comfortable
      use and occupancy of the Premises, provided that the provision of heating and
      cooling conforming to any governmental regulation prescribing limitations
      thereon shall be deemed to comply with this service. All additional costs
      resulting from Tenant’s extraordinary usage of heating, air conditioning or
      electricity, as reasonably determined by Landlord, shall be paid by Tenant,
      but
      Tenant shall not install equipment with unusual demands for any of the foregoing
      without Landlord’s prior written consent which Landlord may withhold if it
      determines that in its opinion such equipment may not be safely used in the
      Premises or that electrical service is not adequate therefor. Notwithstanding
      anything contained herein to the contrary, Landlord reserves the right to
      contract with any third party provider of such utilities to provide such
      services to the Premises, the Building and the Business Park in the most
      economical manner and Tenant shall not contract with any other third party
      provider to supply such utilities to the Premises without Landlord’s prior
      written consent. So long as Landlord acts reasonably and in good faith, there
      shall be no abatement or reduction of rent by reason of any of the foregoing
      services not being continuously provided to Tenant.


13





(b)  Landlord
      agrees to provide heating and air conditioning after-hours (i.e., hours before
      or after the Standard Hours of Operation) at Tenant’s request after reasonable
      notice and if the area to be served is zoned for this purpose. The cost of
      after-hours service of heating or air conditioning shall be Additional Rent
      payable monthly by Tenant at $25.00 per hour. As used herein, “Standard Hours of
      Operation” shall mean and refer to those hours of operation at the Building
      which are 7:00 a.m. to 7:00 p.m. Monday through Friday and 8:00 a.m. through
      1:00 p.m. on Saturday, except holidays. Holidays shall mean and refer to each
      of
      the following days (on the day set aside for observance): New Year’s Day,
      Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day
      and
      any other holiday(s) generally recognized as such by landlords of office space
      in the Raleigh/Durham Area office market, as determined by
      Landlord.





(c)  Landlord
      shall not be liable to Tenant for any damage caused to Tenant and its property
      due to the Building or any part or appurtenance thereof being improperly
      constructed or being or becoming out of repair or, except to the extent that
      same results from Landlord’s negligence or willful misconduct, arising from the
      leaking of a pipe, facility or system for any utility. Tenant shall promptly
      report to Landlord any defective condition in or about the Premises known to
      Tenant.





(d)  Except
      for repairs and maintenance necessitated by acts or omissions of Tenant, or
      by
      any employee, agent, contractor, assignee, subtenant, invitee or customer of
      Tenant, Landlord shall be responsible for maintenance and repair of the
      structural elements and common areas of the Building.





8.  TAXES
      ON LEASE AND TENANT’S PROPERTY .





(a)  Tenant
      shall pay any taxes, documentary stamps or assessments of any nature which
      may
      be imposed or assessed upon this Lease, Tenant’s rental, leasing, letting or
      occupancy of the Premises or Tenant’s trade fixtures, equipment, machinery,
      inventory, merchandise or other personal property located on the Premises and
      owned by or in the custody of Tenant as promptly as all such taxes or
      assessments may become due and payable without any delinquency.





(b)  Landlord
      shall pay, subject to reimbursement from Tenant as provided in the Section
      entitled “Rental” of this Lease, all ad valorem property taxes which are now or
      hereafter assessed upon the Building, the Premises and the Common Areas, except
      as otherwise expressly provided in this Lease.


14





9.  INSURANCE
      AND INDEMNITY .





(a)  Fire
      and Extended Coverage Insurance .
      Landlord shall maintain and pay, subject to reimbursement by Tenant as provided
      in Section 4 hereof, for fire and casualty special form “all risk” insurance,
      with extended coverage (including boiler and machinery coverage), covering
      the
      Building equal to at least eighty percent (80%) of the replacement cost thereof.
      Tenant shall not do or cause to be done or permit on the Premises or in the
      Building anything deemed extra hazardous on account of fire and Tenant shall
      not
      use the Premises, the Common Areas or the Building in any manner which will
      cause an increase in the premium rate for any insurance in effect on the
      Building or a part thereof. If, because of anything done, caused to be done,
      permitted or omitted by Tenant or Tenant’s Invitees, the premium rate for any
      kind of insurance in effect on the Building or any part thereof shall be raised,
      Tenant shall pay Landlord on demand the amount of any such increase in premium
      which Landlord shall pay for such insurance and if Landlord shall demand that
      Tenant remedy the condition which caused any such increase in an insurance
      premium rate, Tenant shall remedy such condition within five (5) days after
      receipt of such demand, provided that if the nature of such condition is such
      that it cannot be cured in five (5) days, Tenant shall have a reasonable time
      beyond such five (5) day period (not to exceed an additional thirty (30) days)
      to effect such remedy. Tenant shall maintain and pay for all fire and extended
      coverage insurance on its contents in the Premises, including trade fixtures,
      equipment, machinery, merchandise or other personal property belonging to or
      in
      the custody of Tenant. In addition, at all times during the Term, Tenant shall
      procure and maintain business income and extra expense coverage in such amounts
      as will reimburse Tenant for direct or indirect loss or earnings attributable
      to
      any loss caused by fire or other casualty or cause including, but not limited
      to, vandalism, theft and water damage of any type. Tenant shall first furnish
      to
      Landlord copies of insurance policies or certificates of insurance (ACORD 28
      only) evidencing the required coverage prior to the Commencement Date and
      thereafter prior to each policy renewal date.





(b)  Liability
      Insurance .
      At all
      times during the term of this Lease, Tenant shall, at its sole cost and expense,
      keep in force adequate public liability insurance under the terms of a
      commercial general liability policy (occurrence coverage) in the amount of
      not
      less than Three Million and No/100 Dollars ($3,000,000.00) single limit with
      such company(ies) licensed to do business in North Carolina and as shall from
      time to time be reasonably acceptable to Landlord (and to any lender having
      a
      mortgage interest in the Premises) and naming Landlord and Landlord’s Agent as
      additional insureds (and, if requested by Landlord from time to time, naming
      Landlord’s mortgagee as an additional insured). In the event Tenant employs any
      contractor to perform any work in the Premises, Tenant shall provide Landlord
      with insurance certificates naming Landlord and such other parties as Landlord
      may designate as additional insureds under policies of builders risk and general
      liability insurance and shall also provide Landlord with evidence of
      satisfactory workers compensation coverage in accordance with applicable
      statutory requirements. All policies of insurance required to be maintained
      by
      Tenant shall be with companies rated A-X or better in the most current issue
      of
      Best’s Insurance Reports and shall have a deductible of $25,000.00 or less. Such
      insurance shall include, without limitation, personal injury and contractual
      liability coverage for the performance by Tenant of the indemnity agreements
      set
      forth in this Lease. Tenant shall first furnish to Landlord copies of policies
      or certificates of insurance (ACORD 28 only) evidencing the required coverage
      prior to the Commencement Date and thereafter prior to each policy renewal
      date.
      All policies required of Tenant hereunder shall contain a provision whereby
      the
      insurer is not allowed to cancel or change materially the coverage without
      first
      giving thirty (30) days’ written notice to Landlord.


15





(c)  Tenant
      Indemnity .
      Tenant
      shall indemnify and save Landlord harmless against any and all claims, suits,
      demands, actions, fines, damages, and liabilities, and all costs and expenses
      thereof (including without limitation reasonable attorneys’ fees) incurred by or
      claimed against Landlord and its agents, officers, directors and employees,
      directly or indirectly, as a result of or in any way arising from (i) Tenant’s
      use and occupancy of the Premises or in any other manner which arises out of,
      relates to, the business of Tenant, including, but not limited to, any cost,
      damage, claim, liability or expense arising from any violation of any zoning,
      health, environmental or other law, ordinance, order, rule or regulation of
      any
      governmental body or agency; (ii) injury to persons (including death) or
      property occurring in, on or about the Premises, except to the extent caused
      by
      the gross negligence or willful misconduct of Landlord; or (iii) injury to
      persons (including death) or property occurring elsewhere in the Building if
      caused or occasioned wholly or in part by the negligence or willful misconduct
      of Tenant, its employees, agents or contractors, or any Tenant
      Invitees.




(d)  Landlord
      Indemnity .
      Landlord shall indemnify, defend and save Tenant harmless against any and all
      claims, suits, demands, actions, fines, damages, and liabilities, and all costs
      and expenses thereof (including without limitation reasonable attorneys’ fees)
      incurred by or claimed against Tenant and its agents, officers, directors and
      employees, arising from injury to persons (including death) or damage to
      property occurring in, on or about the Building or the Land which is caused
      by
      the negligence or willful misconduct of Landlord.





(e)  Landlord
      Insurance .
      Landlord shall keep in force during the term of this Lease fire and extended
      coverage insurance in an amount equal to eighty percent (80%) of the replacement
      value of the Building.





10.  LANDLORD’S
      COVENANT TO REPAIR AND REPLACE .





(a)  During
      the Term, Landlord shall be responsible for necessary repairs or replacements
      to
      the base building structural components of the Building, including without
      limitation the Building’s central plumbing, electrical and HVAC systems;
      provided however in no event shall Landlord be responsible for any repairs
      or
      replacements (i) to any portion of the Premises, or any improvements or
      alterations therein (including the Tenant Improvements) or any trade fixtures
      or
      equipment required or requested by Tenant, or (ii) which are necessitated by
      the
      negligence, misconduct, or acts or omissions of Tenant or Tenant’s Invitees,
      which shall be made at Tenant’s sole cost and expense, unless such amounts are
      paid to Landlord pursuant to an insurance policy. Landlord shall maintain the
      Building in a manner which is comparable with other comparable buildings in
      the
      Raleigh/Durham market, taking into account rent and other relevant factors,
      and
      in substantial compliance with applicable laws, regulations, ordinances and
      codes; however, any non-compliance shall not materially impair Tenant’s use and
      enjoyment of the Premises or constitute a threat or danger to the health or
      safety of Tenant or Tenant’s Invitees. Landlord’s repairs and replacements shall
      be made as soon as reasonably possible using due diligence and reasonable
      efforts, taking into account in each instance all circumstances surrounding
      the
      repair or replacement including without limitation, the materiality of the
      repair or replacement to Tenant’s use and operation of its business within the
      Premises and the relation thereof to the enjoyment of same, such period not
      to
      exceed (90) days after receiving written notice from Tenant of the need for
      repairs or such longer period of time as is reasonably necessary under the
      circumstances so long as Landlord is diligently pursuing the completion of
      same;
      provided, however, in no event shall such period of time exceed 180 days after
      receipt of written notice from Tenant. If Landlord cannot, using due diligence,
      complete its repairs within 180 days after written notice for Tenant, and such
      failure to repair has a material adverse impact on Tenant’s use or occupancy of
      the Premises, then (unless the need for such repairs or replacements is (i)
      caused by fire or other casualty, or (ii) the result of the negligence or
      willful misconduct of Tenant or Tenant’s Invitees, in either event Tenant shall
      not be entitled to any remedy, except as provided in Section 13, below) Tenant
      may terminate this Lease effective upon thirty (30) days prior written notice
      to
      Landlord. If the need for such repairs or replacements is the result of the
      negligence, misconduct or acts or omissions of Tenant or Tenant’s Invitees, and
      the expense of such repairs or replacements are not fully covered and paid
      by
      Landlord’s insurance, then Tenant shall pay Landlord the full amount of expenses
      not covered, less the deductible amount for which Landlord shall be solely
      responsible. Landlord’s duty to repair or replace as prescribed in this Section
      shall be Tenant’s sole remedy and shall be in lieu of all other warranties or
      guaranties of Landlord, express or implied.


16





(b)  Landlord
      shall not be liable for any failure to make any repairs or to perform any
      maintenance required of Landlord hereunder unless such failure shall persist
      for
      an unreasonable period of time after written notice from Tenant setting forth
      the need for such repair(s) or replacement(s) in reasonable detail has been
      received by Landlord. Except as set forth in this Section and the Section of
      this Lease, entitled “Damage or Destruction of Premises” and “Rental Abatement”,
      there shall be no abatement of rent. There shall be no liability of Landlord
      by
      reason of any injury to or interference with Tenant’s business arising from the
      making of any repairs, replacements, alterations or improvements to any portion
      of the Building or the Premises, or to fixtures, appurtenances and equipment
      therein except to the extent caused directly by Landlord’s gross negligence or
      willful misconduct. To the extent permitted under applicable law, Tenant waives
      the right to make repairs at Landlord’s expense under any law, statute or
      ordinance now or hereafter in effect. In the event of an interruption of HVAC,
      electricity, or other utility service to the Premises that is caused by
      Landlord’s negligence or willful misconduct, and Landlord fails to restore such
      service to the Premises within five (5) business days after such interruption,
      and Tenant does not use or occupy the Premises during such the entire period
      of
      interruption, then Landlord shall abate the rent for each day or partial day
      after the fifth (5 th )
      business day until such service has been restored.





11.  PROPERTY
      OF TENANT .





All
      property placed on the Premises by, at the direction of, or with the consent
      of
      Tenant or Tenant’s Invitees, shall be at the risk of Tenant or the owner thereof
      and Landlord shall not be liable for any loss of or damage to said property
      resulting from any cause whatsoever except to the extent of any loss or damage
      caused by the gross negligence or willful misconduct of Landlord or its agents,
      provided same is not covered by the insurance Tenant is required to maintain
      under the terms of this Lease.


17





12.  TRADE
      FIXTURES AND EQUIPMENT .





Prior
      to
      installation, Tenant shall furnish to Landlord notice of all trade fixtures
      and
      equipment which it intends to install within the Premises and the installation
      of same shall be subject to Landlord’s consent, such consent not to be
      unreasonably withheld, conditioned or delayed. So long as no Event of Default
      has occurred and is continuing hereunder, any trade fixtures and equipment
      installed in the Premises at Tenant’s expense shall remain Tenant’s personal
      property and Tenant shall have the right at any time during the Term to remove
      such trade fixtures and equipment. Upon removal of any trade fixtures or
      equipment, Tenant shall immediately restore the Premises to substantially the
      same condition in which it existed when the Premises was delivered to Tenant
      by
      Landlord, ordinary wear and tear, fire or other casualty the responsibility
      for
      the repair of which is Landlord’s, and acts of God alone excepted. Any trade
      fixtures not removed by Tenant within ten (10) days after the expiration or
      an
      earlier termination of the Lease shall, at Landlord’s sole election, either (i)
      become the property of Landlord, in which event Landlord shall be entitled
      to
      handle and dispose of same in any manner Landlord deems fit without any
      liability or obligation to Tenant or any other third party with respect thereto,
      or (ii) be subject to Landlord’s removing such property from the Premises and
      storing same, all at Tenant’s expense and without any recourse against Landlord
      with respect thereto. Without limiting the generality of the foregoing, the
      following property shall in no event be deemed to be “trade fixtures” and Tenant
      shall not remove any such property from the Premises under any circumstances,
      regardless of whether installed by Landlord or Tenant: (a) any air conditioning,
      air ventilating or heating fixtures or equipment; (b) any lighting fixtures
      or
      equipment; (c) any carpeting or other permanent floor coverings; (d) any
      paneling or other wall coverings; (e) plumbing fixtures and equipment; or (f)
      permanent shelving.




13.  DAMAGE
      OR DESTRUCTION OF PREMISES .





If
      the
      Premises are damaged by fire or other casualty, but are not rendered
      untenantable for Tenant’s business, either in whole or in part, Landlord shall
      cause such damage to be repaired without unreasonable delay and the Annual
      Rental shall not abate. If by reason of such casualty the Premises are rendered
      untenantable for Tenant’s business, either in whole or in part, Landlord shall
      cause the damage to the physical structure of the Building (excluding any tenant
      improvements or alterations therein) to be repaired or replaced without
      unreasonable delay, and, in the interim, the Annual Rental shall be
      proportionately reduced as to such portion of the Premises as is rendered
      untenantable. Any such abatement of rent shall not, however, create an extension
      of the Term. Provided , however ,
      if by
      reason of such casualty, the Premises are rendered untenantable in some material
      portion, and Landlord, in its reasonable estimation, determines that the amount
      of time required to repair the damage using due diligence is in excess of one
      year (as measured from the date of casualty), then either party shall have
      the
      right to terminate this Lease by giving written notice of termination within
      thirty (30) days after the date of casualty, and the Annual Rental shall (i)
      abate as of the date of such casualty in proportion to the part of the Premises
      rendered untenantable and (ii) abate entirely as of the effective date of the
      termination of this Lease. Notwithstanding the foregoing, in the event the
      casualty giving rise to an election to terminate is caused by the negligence,
      misconduct or acts or omissions of Tenant or Tenant’s Invitees, Tenant shall
      have no right to terminate this Lease. Notwithstanding the other provisions
      of
      this Section, in the event there should be a casualty loss to the Premises
      during the last Lease Year of the Term which renders at least four thousand
      (4,000) rentable square feet of the Premises untenantable, either party may,
      at
      its option, terminate this Lease by giving written notice to the other party
      within thirty (30) days after the date of the casualty and the Annual Rental
      shall abate as of the date of such notice. Except as provided herein, Landlord
      shall have no obligation to rebuild or repair in case of fire or other casualty,
      and no termination under this Section shall affect any rights of Landlord or
      Tenant hereunder arising from the prior defaults of the other party. Tenant
      shall give Landlord prompt notice of any fire or other casualty in the Premises,
      and Landlord shall give Tenant Landlord’s determination of the time period which
      Landlord estimates will be required to repair such casualty damage promptly
      after Landlord ascertains same with reasonable certainty. Notwithstanding
      anything contained in this Section 13 to the contrary, Landlord shall only
      be
      obligated to restore the Premises to a building standard condition unless Tenant
      makes available to Landlord proceeds from Tenant’s insurance sufficient to
      repair and restore the Premises to the condition in which it existed immediately
      prior to such casualty, including those items in excess of building standard.
      In
      any event, Landlord shall not be required to expend more funds than the amount
      received by Landlord from the proceeds of any insurance (plus the amount of
      any
      deductible) and any amounts received from Tenant.


18





14.  GOVERNMENTAL
      ORDERS .





Except
      as
      hereinbelow set forth regarding compliance of the physical structure of the
      Building with applicable governmental regulations, including without limitation
      compliance by the Common Areas thereof with the applicable requirements of
      the
      Americans with Disabilities Act and the implementing regulations thereof (the
      “ADA”) as of the Commencement Date, Tenant agrees, at its own expense, to comply
      promptly with all requirements of any legally constituted public authority
      that
      may be in effect from time to time made necessary by reason of Tenant’s use or
      occupancy of the Premises. Landlord agrees to comply promptly with any such
      requirements if not made necessary by reason of Tenant’s use or occupancy. With
      regard to the Common Areas of the Building, Landlord agrees to use good faith
      and due diligence to undertake those actions that are “readily achievable” (as
      such term is defined in the ADA) in order to attempt to bring the Common Areas
      of the Building in compliance with the applicable requirements of the ADA in
      effect as of the Commencement Date. If it is determined that for any reason
      Landlord shall have failed to cause the Common Areas of the Building to be
      brought into compliance with the ADA as of the Commencement Date (to at least
      the minimum extent required under applicable regulations then in effect), then
      Landlord, as its sole obligation, will take the action(s) necessary to cause
      the
      Common Areas of the Building (excluding any tenant improvements or alterations)
      to so comply, and Tenant acknowledges and agrees that Landlord has and shall
      have no other obligation or liability whatsoever to Tenant, or to anyone
      claiming by or through Tenant, regarding any failure of the Building or the
      activities therein to comply with the applicable requirements of the ADA.
      Notwithstanding anything contained herein to the contrary, it is agreed that:
      (a) Tenant is exclusively responsible for all compliance with all requirements
      of any legally constituted public authority in the event non-compliance relates
      to the Premises or Tenant’s use thereof, and (b) in the event of any
      non-compliance for which Landlord is responsible, Landlord shall not be deemed
      in breach of this Lease if such non-compliance does not materially impair
      Tenant’s use of, or operations from, the Premises or threaten or endanger the
      health or safety of Tenant or Tenant’s Invitees.





15.  MUTUAL
      WAIVER OF SUBROGATION .





For
      the
      purpose of waiver of subrogation, the parties mutually release and waive unto
      the other all rights to claim damages, costs or expenses for any injury to
      property caused by a casualty or any other matter whatsoever in, on or about
      the
      Premises if the amount of such damage, cost or expense has been paid to such
      damaged party under the terms of any policy of insurance or would have been
      paid
      if the injured party had carried the insurance required of it hereunder. All
      insurance policies carried with respect to this Lease, if permitted under
      applicable law, shall contain a provision whereby the insurer waives, prior
      to
      loss, all rights of subrogation against either Landlord or
      Tenant.


19





16.  SIGNS
      AND ADVERTISING .





(a)  Landlord
      shall install, at Landlord’s sole cost and expense, tenant identification
      signage in accordance with building standards at or near the suite entrance
      to
      the Premises and in the directory located in the lobby of the
      Building.





(b)  In
      order
      to provide architectural control for the Building and the Business Park, Tenant
      shall not install any exterior signs, marquees, billboards, outside lighting
      fixtures and/or other decorations on the Building, the Premises or the Common
      Areas. Landlord shall have the right to remove any such sign or other decoration
      restore fully the Building, the Premises or the Common Areas at the cost and
      the
      expense of Tenant if any such exterior work is done without Landlord’s prior
      written approval, which approval Landlord shall be entitled to withhold or
      deny
      in its sole discretion. Tenant shall not permit, allow or cause to be used
      in,
      on or about the Premises any sound production devices, mechanical or moving
      display devices, bright lights, or other advertising media, the effect of which
      would be visible or audible from the exterior of the Premises.





(c)  Landlord
      shall install, at Tenant’s written request and at Tenant’s sole expense, one (1)
      sign adjacent to the main entrance of the Premises identifying Tenant. The
      exact
      location, design and materials of such sign shall be subject to Landlord’s
      interior signage guidelines, as well as Landlord’s written approval, which shall
      not be unreasonably withheld, conditioned or delayed.




17.  RIGHTS
      OF LANDLORD .





(a)  Landlord
      reserves the following rights:





(i)  to
      change
      the name or street address of the Building with thirty (30) days prior notice
      to
      Tenant;





(ii)  to
      approve the design, location, number, size and color of all signs or lettering
      on the Premises or visible from the exterior of the Premises, provided, however,
      that Landlord shall provide a single listing of Tenant’s name in the Building
      directory, if any, and the initial Building standard suite identification
      signage near Tenant’s suite entry door at no charge to Tenant;





(iii)  to
      have
      pass keys and/or access cards to the Premises and key codes or cards for the
      telephone access system installed by Tenant;


20





(iv)  to
      grant
      to anyone the exclusive right to conduct any particular business or undertaking
      in the Building provided such exclusive right shall not conflict with Tenant’s
      then permitted use of the Premises;





(v)  to
      enter
      the Premises at any reasonable time for inspection upon reasonable prior notice
      to Tenant (which notice may be oral), or at any time, without prior notice,
      in
      the event of any emergency; to supply any service to be provided by Landlord
      hereunder; to submit the Premises to prospective purchasers or tenants; to
      post
      notices of non-responsibility; to affix and display “For Rent” signs; and to
      make repairs, alterations, additions or improvements to the Premises or the
      Building; and





(vi)  to
      approve the design, location, number, size and color of all signs located on
      the
      exterior of the Building.





(b)  Without
      limiting the generality of the provisions of Section 17(a), above, at any time
      during the Term of this Lease, Landlord shall have the right to remove, alter,
      improve, renovate or rebuild the Common Areas of the Building (including, but
      not limited to, the lobby, hallways and corridors thereof), and to install,
      repair, replace, alter, improve or rebuild in the Premises, other tenants’
premises and/or the Common Areas of the Building (including the lobby, hallways
      and corridors thereof), any mechanical, electrical, water, sprinkler, plumbing,
      heating, air conditioning and ventilating systems, at any time during the Term,
      provided such actions shall not permanently and materially impair Tenant’s
      access to the Premises. In connection with making any such installations,
      repairs, replacements, alterations, additions and improvements under the terms
      of this Section 17, Landlord shall have the right to access through the Premises
      as well as the right to take into and upon and through the Premises or any
      other
      part of the Building, all materials that may be required to make any such
      repairs, replacements, alterations, additions or improvements, as well as the
      right in the course of such work to close entrances, doors, corridors, elevators
      or other facilities located in the Building or temporarily to cease the
      operations of any services or facilities therein or to take portion(s) of the
      Premises reasonably necessary in connection with such work, without being deemed
      or held guilty of an eviction of Tenant; provided, however that Landlord agrees
      to use all reasonable efforts not to interfere with or interrupt Tenant’s
      business operation in the Premises. Landlord shall have the right to install,
      use and maintain pipes and conduits in and through the Premises, including,
      without limitation, telephone and computer installations, provided that they
      do
      not permanently materially adversely affect Tenant’s access to or use of the
      Premises.





(c)  Landlord
      shall not be liable to Tenant for any expense, injury, loss or damage resulting
      from Landlord’s exercise of any rights in accordance with this Section 17
      (except with regard to claims, loss or damages relating to injury to person
      or
      property arising from Landlord’s negligence), all claims against Landlord for
      any and all such liability being hereby expressly released by Tenant. Landlord
      shall not be liable to Tenant for damages by reason of interference with the
      business of Tenant or inconvenience or annoyance to Tenant or the customers
      of
      Tenant. The Rent reserved herein shall not abate while the Landlord’s rights
      under this Section 17 are exercised, and Tenant shall not be entitled to any
      set-off or counterclaims for damages of any kind against Landlord by reason
      thereof, all such claims being hereby expressly released by
      Tenant.


21





(d)  Landlord
      shall have the right to use any and all means which Landlord may deem proper
      to
      open all of the doors in, upon and about the Premises, excluding Tenant’s vaults
      and safes, in any emergency in order to obtain entry to the Premises. Any entry
      to the Premises obtained by Landlord by any of said means shall not be construed
      or deemed to be a forcible or unlawful entry into, or a detainer of, the
      Premises, or an eviction of Tenant from the Premises or any portion
      thereof.





(e)  Notwithstanding
      anything to the contrary contained in this Section 17, at no time shall any
      agent or representative of Landlord which in the ordinary course of business
      performs real estate management or brokerage services be permitted to have
      access to the Premises without prior notice to Tenant and without a
      representative of Tenant present during such access.





18.  INTENTIONALLY
      OMITTED .





19.  EMINENT
      DOMAIN .





If
      any
      substantial portion of the Premises is taken under the power of eminent domain
      (including any conveyance made in lieu thereof) or if such taking shall
      materially impair the normal operation of Tenant’s business, then either party
      shall have the right to terminate this Lease by giving written notice of such
      termination within thirty (30) days after such taking. If neither party elects
      to terminate this Lease, Landlord shall repair and restore the Premises to
      the
      best possible tenantable condition (but only to the extent of any condemnation
      proceeds made available to Landlord) and the Annual Rental shall be
      proportionately and equitably reduced as of the date of the taking. All
      compensation awarded for any taking (or the proceeds of a private sale in lieu
      thereof) shall be the property of Landlord whether such award is for
      compensation for damages to the Landlord’s or Tenant’s interest in the Premises,
      and Tenant hereby assigns all of its interest in any such award to Landlord;
      provided, however, Landlord shall not have any interest in any separate award
      made to Tenant for loss of business, moving expense or the taking of Tenant’s
      trade fixtures or equipment if a separate award for such items is made to Tenant
      and such separate award does not reduce the award to Landlord. Notwithstanding
      the foregoing, in no event shall Tenant be entitled to any compensation or
      award
      for the loss of its leasehold estate, if such compensation or award would reduce
      the award to which Landlord would otherwise be entitled.




20.  EVENTS
      OF DEFAULT AND REMEDIES .




(a)  Upon
      the
      occurrence of any one or more of the following events (the “Events of Default,”
any one an “Event of Default”), Landlord shall have the right to exercise any
      rights or remedies available in this Lease, at law or in equity. Events of
      Default shall include:





(i)  Tenant’s
      failure to pay any rental or other sum of money payable hereunder within five
      (5) days after delivery of written notice by Landlord (provided that with
      respect to the second (2 nd )
      and
      each subsequent failure by Tenant, during any twenty-four (24) month period
      during the Term, to pay any installment of Minimum Rental by the fifth
      (5 th )
      day of
      the calendar month in which such installment is due shall, without any notice
      by
      Landlord, constitute an Event of Default hereunder);


22





(ii)  Tenant’s
      conveyance, assignment, sublease or mortgage of the Premises (or any part
      thereof) or the Lease, without the prior written consent of
      Landlord;





(iii)  Tenant’s
      failure to maintain the insurance coverage required by Section 9,
      above;





(iv)  Tenant
      having become bankrupt or insolvent, or having filed any debtor proceedings,
      or
      filed pursuant to any statute a petition in bankruptcy or insolvency or for
      reorganization, or filed a petition for the appointment of a receiver or trustee
      for all or substantially all of Tenant’s assets and such petition or appointment
      shall not have been set aside within sixty (60) days from the date of such
      petition or appointment, or if Tenant makes an assignment for the benefit of
      creditors, or petitions for or enters into an arrangement; or





(v)  Tenant’s
      failure to perform any other of the terms, covenants or conditions contained
      in
      this Lease if not remedied within thirty (30) days after receipt of written
      notice thereof, or if such default cannot be remedied within such period, Tenant
      does not within thirty (30) days after written notice thereof commence such
      act
      or acts as shall be necessary to remedy the default and shall not thereafter
      diligently prosecute such cure and complete such act or acts within a reasonable
      time period after the expiration of such thirty (30) day period, not to exceed
      an additional sixty (60) days, however.





(b)  In
      addition to its other remedies, Landlord, upon an Event of Default by Tenant,
      shall have the immediate right, after any applicable grace period expressed
      herein, to terminate and cancel this Lease and/or terminate Tenant’s right of
      possession and reenter and remove all persons and properties from the Premises
      and dispose of such property as it deems fit, all without being guilty of
      trespass or being liable for any damages caused thereby. If Landlord reenters
      the Premises, it may either terminate this Lease or, from time to time without
      terminating this Lease, terminate Tenant’s right of possession and make such
      alterations and repairs as may be necessary or appropriate to relet the Premises
      and relet the Premises upon such terms and conditions as Landlord deems
      advisable. In the event Landlord relets all or any portion of the Premises,
      all
      rents collected by Landlord shall reduce Tenant’s obligations hereunder. No
      retaking of possession of the Premises by Landlord shall be deemed as an
      election to terminate this Lease unless a written notice of such intention
      is
      given by Landlord to Tenant at the time of reentry; but, notwithstanding any
      such reentry or reletting without termination, Landlord may at any time
      thereafter elect to terminate for such previous default. In the event of an
      elected termination by Landlord, whether before or after reentry, Landlord
      may
      recover from Tenant damages, including the costs of recovering the Premises
      and
      any costs incurred in reletting the Premises, and Tenant shall remain liable
      to
      Landlord for the total Annual Rental (which may at Landlord’s election be
      accelerated to be due and payable in full as of the Event of Default and
      recoverable as damages in a lump sum) as would have been payable by Tenant
      hereunder for the remainder of the term less the rentals actually received
      from
      any reletting or, at Landlord’s election, less the reasonable rental value of
      the Premises for the remainder of the term. In determining the Annual Rental
      which would be payable by Tenant subsequent to default, except with respect
      to
      Minimum Rental (which shall be calculated in accordance with Section 1(g)
      hereof), the Annual Rental for each Lease Year of the unexpired term shall
      be
      equal to the Annual Rental payable by Tenant for the last Lease Year prior
      to
      the default. If any rent owing under this Lease is collected by or through
      an
      attorney, Tenant agrees to pay Landlord’s reasonable attorneys’ fees
      incurred.


23




21.  SUBORDINATION .





This
      Lease is subject and subordinate to any and all mortgages or deeds of trust
      which now exist or may hereafter be executed affecting the Building or the
      Land,
      and this clause shall be self-operative without any further instrument necessary
      to effect such subordination; however, if requested by Landlord, Tenant shall
      promptly execute and deliver to Landlord any such certificate(s) in such form
      as
      Landlord may reasonably request evidencing the subordination of this Lease
      to,
      or the assignment of this Lease as additional security for, such mortgages
      or
      deeds of trust. If, at any time, or from time to time during the Term, any
      mortgagee shall request that this Lease have priority over the lien of such
      mortgage, and if Landlord consents thereto, this Lease shall have priority
      over
      the lien of such mortgage and all renewals, modifications, replacements,
      consolidations and extensions thereof and all advances made thereunder and
      interest thereon, and Tenant shall, within ten (10) days after receipt of a
      request therefor from Landlord, execute, acknowledge and deliver any and all
      documents and instruments confirming the priority of this Lease. In any event,
      however, if this Lease shall have priority over the lien of a first mortgage,
      this Lease shall not become subject or subordinate to the lien of any
      subordinate mortgage, and Tenant shall not execute any subordination documents
      or instruments for any subordinate mortgagee, without the written consent of
      the
      first mortgagee. Notwithstanding the foregoing, at Tenant’s request, Landlord
      shall use reasonable efforts to obtain from any current or future mortgagee
      a
      subordination non-disturbance and attornment agreement (“SNDA”) for Tenant’s
      benefit on such mortgagee’s standard form of SNDA; provided, that Tenant shall
      pay for (or reimburse Landlord for) all reasonable costs incurred in such
      endeavor (including without limitation the attorneys’ fees incurred by
      Landlord), whether or not Landlord is ultimately able to obtain such
      SNDA.





22.  ASSIGNMENT
      AND SUBLETTING .





(a)  Tenant
      shall not assign, sublet, mortgage, pledge or encumber this Lease, the Premises,
      or any interest in the whole or in any portion thereof, directly or indirectly,
      without the prior written consent of Landlord, which consent shall not be
      unreasonably withheld, conditioned or delayed. In the event of any assignment,
      sublease, mortgage, pledge or encumbrance, Tenant shall: (i) remain primarily
      liable for the performance of all terms of this Lease, (ii) pay Landlord’s
      reasonable attorneys’ fees incurred in connection with such sublease or
      assignment, and (iii) pay to Landlord fifty percent (50%) of any rental or
      any
      fees or charges received by Tenant in excess of the Annual Rental payable to
      Landlord hereunder as further rental under this Lease (after deducting therefrom
      all reasonable costs incurred by Tenant in procuring such assignee or subtenant
      and/or undertaking improvements in or to the Premises, and all other reasonable
      expenses associated with such assignment or sublease). Landlord’s consent to one
      assignment or sublease will not waive the requirement of its consent to any
      subsequent assignment or sublease as required herein. Any attempted assignment
      or sublease by Tenant in violation of the terms and conditions of this Section
      22 shall be null and void. Upon notice to Landlord of a proposed sublease or
      assignment of all or any portion of the Premises (the “Proposed Space”),
      Landlord shall have the option, within fifteen (15) days after its receipt
      of
      such notice, to terminate this Lease with respect to the Proposed Space,
      whereupon the parties hereto shall have no further rights or liabilities with
      respect to the Proposed Space except as otherwise expressly set forth
      herein.




24





(b)  In
      the
      event of a proposed assignment of this Lease or subletting of all or a part
      of
      the Premises, Tenant shall submit to Landlord, in writing, (i) the name of
      the
      proposed assignee or sublessee, (ii) current financial statements available
      to
      Tenant disclosing the financial condition of the proposed assignee or subtenant,
      (iii) the nature of the business of the proposed assignee or sublessee, and
      its
      proposed use of the Premises (any assignment or subletting being subject to
      restrictions on use contained in this Lease, the violation of which by the
      proposed assignee or sublessee shall constitute absolute grounds for Landlord’s
      denial of the requested assignment or subletting, such grounds not being the
      exclusive grounds for denial under clause (iii)) and (iv) the proposed
      commencement date of the assignment or subletting, together with a copy of
      the
      proposed assignment or sublease. Within thirty (30) days after its receipt
      of
      such notice, Landlord shall either approve or disapprove such proposed
      assignment or sublease in writing. Tenant shall promptly deliver a copy of
      the
      fully executed assignment or sublease to Landlord upon its receipt of
      same.





(c)  Notwithstanding
      anything in this Lease to the contrary, Tenant further agrees that any
      assignment or sublease shall be subject to the following additional limitations:
      (i) for so long as Tenant, or any affiliate of Tenant, is Landlord’s leasing
      agent with respect to the Building, in no event may Tenant assign this Lease
      or
      sublet all or any portion of the Premises to an existing Tenant of the Building
      or its subtenant or assignee (unless Landlord consents to such assignment or
      sublease); (ii) for so long as Tenant, or any affiliate of Tenant, is Landlord’s
      leasing agent with respect to the Building, in no event shall the proposed
      subtenant or assignee be a person or entity with whom Landlord or its agent
      is
      negotiating and to or from whom Landlord, or its agent, has given or received
      any written or oral proposal within the past six (6) months regarding a lease
      of
      space in the Building; and (iii) Tenant shall not publicly advertise the rate
      for which Tenant is willing to sublet the Premises if such rate is below
      then-market rates; and all public advertisements of the assignment of the Lease
      or sublet of the Premises, or any portion thereof, shall be subject to prior
      written approval by Landlord, such approval not to be unreasonably withheld,
      conditioned or delayed. Said public advertisement shall include, but not be
      limited to, the placement or display of any signs or lettering on the exterior
      of the Premises or on the glass or any window or door of the Premises or in
      the
      interior of the Premises if it is visible from the exterior.





(d)  All
      proposed subleases and assignments shall be on a form, and contain terms and
      provisions, reasonably acceptable to Landlord; and shall contain, *inter
      alia* ,
      the
      following provisions: (i) any such assignment or sublease shall include an
      assumption by the assignee or subtenant, from and after the effective date
      of
      such assignment or sublease, of the performance and observance of the covenants
      and conditions to be performed and observed on the part of Tenant as contained
      in this Lease, and (ii) any such sublease or assignment shall specify that
      the
      term of such sublease shall not extend beyond one (1) day prior to the
      expiration of this Lease. The consent by Landlord to any assignment, transfer
      or
      subletting to any person or entity shall not be construed as a waiver or release
      of Tenant from any provision of this Lease, unless expressly agreed to in
      writing by Landlord (it being understood that Tenant shall remain primarily
      liable as a principal and not as a guarantor or surety), nor shall the
      collection or acceptance of rent from any such assignee, transferee, subtenant
      or occupant constitute a waiver or release of Tenant from any such provision.
      No
      consent by Landlord to any such assignment, transfer or subletting in any one
      instance shall constitute a waiver of the necessity for such consent in a
      subsequent instance.




25





(e)  For
      purposes of this Section 22, a transfer, conveyance, grant or pledge, directly
      or indirectly, in one or more transactions, of an interest in Tenant (whether
      stock, partnership interest or other form of ownership or control, or the
      issuance of new interests) by which an aggregate of more than fifty percent
      (50%) of the beneficial interest in Tenant shall be vested in a party or parties
      who are not holders of such interest(s) as of the date hereof) shall be deemed
      an assignment of this Lease; provided, however, that this limitation shall
      not
      apply to any corporation, all of the outstanding voting stock of which is listed
      on a national securities exchange as defined in the Securities Exchange Act
      of
      1934. The merger or consolidation of Tenant into or with any other entity,
      the
      sale of all or substantially all of Tenant’s assets, or the dissolution of
      Tenant shall each be deemed to be an assignment within the meaning of this
      Section 22.





(f)  Notwithstanding
      any consent by Landlord to an assignment or subletting, Tenant shall remain
      primarily liable for the performance of all covenants and obligations contained
      in this Lease. Each approved assignee or subtenant shall also automatically
      become liable for the obligations of Tenant hereunder. Landlord shall be
      permitted to enforce the provisions of this Lease directly against Tenant and/or
      against any assignee or sublessee without proceeding in any way against any
      other person. Collection or acceptance of Minimum Rental or Additional Rental
      from any such assignee, subtenant or occupant shall not constitute a waiver
      or
      release of Tenant from the terms of any covenant or obligation contained in
      this
      Lease, nor shall such collection or acceptance in any way be construed to
      relieve Tenant from obtaining the prior written consent of Landlord to such
      assignment or subletting or any subsequent assignment or
      subletting.





(g)  Notwithstanding
      anything contained herein to the contrary, the consent requirement set forth
      in
      Section 22(a), above, shall not be applicable to any assignment of this Lease
      or
      subletting of the Premises to an Affiliate (hereinafter defined) of Tenant;
      provided, however, that in each instance, Tenant shall give Landlord at least
      ten (10) business days prior written notice of any proposed sublease or
      assignment to an Affiliate, which notice shall contain information and
      documentation reasonably acceptable to Landlord evidencing that the proposed
      assignee or subtenant is an Affiliate, and (ii) a copy of the proposed
      assignment or sublease document. As used herein, the term “Affiliate” shall
      refer to a person or entity that directly or indirectly (through one or more
      intermediaries) controls (hereinafter defined), is controlled by, or is under
      common control with Tenant. “Control” as used herein shall mean the possession,
      direct or indirect, of the power to direct or cause the direction of the
      management and policies of the entity in question, whether through ownership
      of
      voting securities or by contract. Notwithstanding any assignment of this Lease
      or any subletting of all or any portion of the Premises to an Affiliate of
      Tenant, Landlord shall, at its sole option be permitted to enforce the
      provisions of this Lease directly against Tenant without proceeding in any
      way
      against such Affiliate.




26





23.  LANDLORD
      DEFAULT .




In
      the
      event of any default by Landlord under this Lease, Tenant will give Landlord
      written notice specifying such default with particularity, and Landlord shall
      thereupon have thirty (30) days (or such longer period as may be required in
      the
      exercise of due diligence) in which to cure any such default. Unless and until
      Landlord fails to so cure any default after such notice, Tenant shall not have
      any remedy or cause of action by reason thereof. All obligations of Landlord
      hereunder will be construed as covenants, not conditions. Notwithstanding any
      other provisions of this Lease to the contrary, Tenant shall look solely to
      Landlord’s equity in the Building, and not to any other or separate business or
      non-business assets of Landlord, or any partner, shareholder, officers or
      representative of Landlord, for the satisfaction of any claim brought by Tenant
      against Landlord, and if Landlord shall fail to perform any covenant, term
      or
      condition of this Lease upon Landlord’s part to be performed, and as a
      consequence of such default, Tenant shall recover a money judgment against
      Landlord, such judgment shall be satisfied only: (i) out of the proceeds of
      sale
      received upon levy against Landlord’s equity in the Building, and /or (ii) to
      the extent not encumbered by a secured creditor, out of the rents or other
      incomes receivable by Landlord from the Building from and after the date of
      such
      judgment. Further, in the event the owner of Landlord’s interest in this Lease
      is at any time a partnership, joint venture or unincorporated association,
      Tenant agrees that the members or partners of such partnership, joint venture
      or
      unincorporated association shall not be personally or individually liable or
      responsible for the performance of any of Landlord’s obligations hereunder. With
      respect to any provisions of this Lease which provides that Landlord shall
      not
      unreasonably withhold or delay any consent or approval, Tenant shall not have,
      and Tenant hereby waives, any claim for money damages; nor shall Tenant claim
      any money damages by way of setoff, counterclaim or defense, based upon any
      allegation of unreasonableness by Landlord. Tenant’s sole remedy shall be an
      action or proceeding to enforce any such provisions, or for specific
      performance, injunction or declaratory judgment.





24.  TRANSFER
      OF LANDLORD’S INTEREST .





If
      Landlord shall sell, assign or transfer its interest in the Building or in
      this
      Lease to a successor in interest which expressly assumes the obligations of
      Landlord hereunder and shall transfer any to such transferee any Security
      Deposit held by Landlord at the time of sale, then Landlord shall thereupon
      be
      released or discharged from all covenants and obligations hereunder, and Tenant
      shall look solely to such successor in interest for performance of all of
      Landlord’s obligations and such successor shall be obligated to perform all of
      Landlord’s obligations under this Lease which accrue after the date of such
      transfer. Tenant’s obligations under this Lease shall in no manner be affected
      by Landlord’s sale, assignment, or transfer of all or any part of such
      interest(s) of Landlord, and Tenant shall thereafter attorn and look solely
      to
      such successor in interest as the Landlord hereunder.




27


25.  COVENANT
      OF QUIET ENJOYMENT .





Landlord
      represents that it has full right and authority to lease the Premises and Tenant
      shall peacefully and quietly hold and enjoy the Premises for the full Term
      hereof so long as no Event of Default occurs hereunder.





26.  ESTOPPEL
      CERTIFICATES .





Within
      ten (10) days after a request by Landlord, Tenant shall deliver a written
      estoppel certificate, in form supplied by or reasonably acceptable to Landlord,
      certifying that (i) this Lease is unmodified and in full force and effect (or
      if
      there have been modifications, that the same is in full force and effect as
      modified and stating the modifications); (ii) the Term of the Lease has
      commenced and the full rental is now accruing hereunder; (iii) Tenant has
      accepted possession of the Premises and is presently occupying the same; (iv)
      all improvements required by the terms of the Lease to be made by Landlord
      have
      been completed and all tenant improvement allowances have been paid in full;
      (v)
      there are no offsets, counterclaims, abatements or defenses against or with
      respect to the payment of any rent or other charges due under the Lease; (vi)
      no
      rent under the Lease has been paid more than thirty (30) days in advance of
      its
      due date; (vii) to the best of the knowledge of the Tenant, Landlord is not
      in
      default in the performance of any covenant, agreement, provision or condition
      contained in the Lease or, if so, specifying each such default of which Tenant
      may have knowledge; (viii) the address for notices to be sent to Tenant; (ix)
      the only security deposit, if any, tendered by Tenant is as set forth in the
      Lease, and such security deposit has been paid to Landlord; and (x) any other
      information reasonably requested by Landlord or any mortgagee or ground lessor
      of the Building and/or the Land it being intended that any such statement
      delivered pursuant hereto may be relied upon by any prospective purchaser or
      lessee of the Building or any part thereof, any mortgagee or prospective
      mortgagee thereof, any prospective assignee of any mortgage thereof, any ground
      lessor or prospective ground lessor of the Land and/or the Building, or any
      prospective assignee of any such ground lease. Within thirty (30) days after
      a
      request by Tenant, Landlord shall deliver to Tenant a similar estoppel
      certificate covering such matters as are reasonably required by
      Tenant.





27.  PROTECTION
      AGAINST LIENS .





Tenant
      shall do all things necessary to prevent the filing of any mechanics’,
      materialmen’s or other types of liens whatsoever, against all or any part of the
      Premises by reason of any claims made by, against, through or under Tenant.
      If
      any such lien is filed against the Premises, Tenant shall either cause the
      same
      to be discharged of record within twenty (20) days after filing or, if Tenant
      in
      its discretion and in good faith determines that such lien should be contested,
      it shall furnish such security as may be necessary to prevent any foreclosure
      proceedings against the Premises during the pendency of such contest. If Tenant
      shall fail to discharge such lien within said time period or fail to furnish
      such security, then Landlord may at its election, in addition to any other
      right
      or remedy available to it, discharge the lien by paying the amount claimed
      to be
      due or by procuring the discharge by giving security or in such other manner
      as
      may be allowed by law. If Landlord acts to discharge or secure the lien then
      Tenant shall immediately reimburse Landlord for all sums paid and all costs
      and
      expenses (including reasonable attorneys’ fees) incurred by Landlord involving
      such lien together with interest on the total expenses and costs at an interest
      rate equal to the Prime Rate plus five percent (5%).




28





28.  MEMORANDUM
      OF LEASE .





If
      requested by Tenant, Landlord shall execute a recordable Memorandum or Short
      Form Lease, prepared at Tenant’s expense, specifying the exact term of this
      Lease and such other terms as the parries shall mutually determine.




29.  FORCE
      MAJEURE .





In
      the
      event Landlord or Tenant shall be delayed, hindered or prevented from the
      performance of any act required hereunder, by reason of governmental
      restrictions, scarcity of labor or materials, strikes, fire, or any other
      reasons beyond its reasonable control (“Force Majeure”), the performance of such
      act shall be excused for the period of delay, and the period for performance
      of
      any such act shall be extended as necessary to complete performance after the
      delay period. However, the provisions of this Section shall in no way be
      applicable to Tenant’s obligations to pay Minimum Rental or any other sums,
      monies, costs, charges or expenses required by this Lease.





30.  REMEDIES
      CUMULATIVE - NONWAIVER .





Unless
      otherwise specified in this Lease, no remedy of Landlord or Tenant shall be
      considered exclusive of any other remedy, but each shall be distinct, separate
      and cumulative with other available remedies. Each remedy available under this
      Lease or at law or in equity may be exercised by Landlord or Tenant from time
      to
      time as often as the need may arise. No course of dealing between Landlord
      and
      Tenant or any delay or omission of Landlord or Tenant in exercising any right
      arising from the other party’s default shall impair such right or be construed
      to be a waiver of a default.





31.  HOLDING
      OVER .





If
      Tenant
      remains in possession of the Premises or any part thereof after the expiration
      of the Term, whether with or without Landlord’s acquiescence, Tenant shall be
      deemed only a tenant at will and there shall be no renewal of this Lease without
      a written agreement signed by both parties specifying such renewal. The
“monthly” rental payable by Tenant during the first month of such tenancy at
      will shall be one hundred twenty-five percent (125%) of the monthly installment
      of Annual Rent payable during the final Lease Year immediately preceding such
      expiration. For each month (or portion thereof) thereafter any such tenancy
      at
      will shall be one hundred fifty percent (150%) of the monthly installments
      of
      Annual Rental payable during the final Lease Year immediately preceding such
      expiration. Tenant shall also remain liable for any and all damages, direct
      and
      consequential, suffered by Landlord as a result of any holdover without
      Landlord’s unequivocal written acquiescence.


29


32.  NOTICES .





Any
      notice allowed or required by this Lease shall be deemed to have been
      sufficiently served if the same shall be in writing and placed in the United
      States mail, via certified mail, return receipt requested, with proper postage
      prepaid or delivered by a nationally recognized overnight courier and addressed
      to the appropriate party at the address set forth in Section l(j) hereof. Notice
      shall be deemed given: (a) in the case of certified mail, three (3) business
      days after tendering same to the post office, or (b) in the case of overnight
      delivery, one (1) business day after tendering same to national courier
      service.





The
      addresses of Landlord and Tenant and the party, if any, to whose attention
      a
      notice or copy of same shall be directed may be changed or added from time
      to
      time by either party giving notice to the other in the prescribed
      manner.




33.  LEASING
      COMMISSION .





Landlord
      and Tenant represent and warrant each to the other that they have not dealt
      with
      any broker(s) or any other person claiming any entitlement to any commission
      in
      connection with this transaction except the brokers set forth in Section 1(1)
      hereof (the “Brokers”). Tenant agrees to indemnify and save Landlord and
      Landlord’s Agent harmless from and against any and all claims, suits,
      liabilities, costs, judgments and expenses, including reasonable attorneys’
fees, for any leasing commissions or other commissions, fees, charges or
      payments resulting from or arising out of its respective actions in connection
      with this Lease. Landlord agrees to indemnify and save Tenant harmless from
      and
      against any and all claims, suits, liabilities, costs, judgments and expenses,
      including reasonable attorneys’ fees, for any leasing commissions or other
      commissions, fees, charges or payments resulting from or arising out of its
      actions in connection with this Lease. Landlord agrees to be responsible for
      the
      leasing commission due Brokers pursuant to separate written agreements between
      Landlord and Brokers, and to hold Tenant harmless respecting same.





34.  SEVERABILITY.





If
      any
      term or provision of this Lease or the application thereof to any person or
      circumstance shall, to any extent, be invalid or unenforceable, the remainder
      of
      this Lease, or the application of such term or provision to persons or
      circumstances other than those as to which it is held invalid or unenforceable,
      shall not be affected thereby, and each term and provision of this Lease shall
      be valid and enforced to the fullest extent permitted by law notwithstanding
      the
      invalidity of any other term or provision hereof.





35.  REVIEW
      OF
      DOCUMENTS.





If,
      following the execution of this Lease, either party hereto requests that the
      other party execute any document or instrument that is other than (i) a document
      or instrument the form of which is attached hereto as an exhibit, or (if) a
      document that solely sets
      forth facts or circumstances that are then existing and reasonably ascertainable
      by the requested party with respect to the Lease, then the party making such
      request shall be responsible for paying the out-of-pocket costs and expenses,
      including without limitation, the attorneys’ fees, incurred by the requested
      party in connection with the review (and, if applicable, the negotiations)
      related to such document(s) or instrument(s), regardless of whether such
      document(s) or instrument(s) is (are) ever executed by the requested party.
      In
      the event the requesting party is Tenant, all such costs and expenses incurred
      by Landlord in connection with its review and negotiation of any such
      document(s) or instrument(s) shall be deemed to be Additional Rental due
      hereunder and shall be payable by Tenant promptly upon demand.




30





36.  PAYMENT
      OF TENANT’S OBLIGATIONS BY LANDLORD AND UNPAID RENT .





All
      covenants and agreements to be performed by Tenant under any of the terms of
      this Lease shall be performed by Tenant at Tenant’s sole cost and expense. If
      Tenant shall fail to pay any sum of money, other than Rent, required to be
      paid
      by it hereunder or shall fail to perform any other act on its part to be
      performed hereunder, and such failure shall continue beyond any applicable
      grace
      period set forth in this Lease, Landlord may, without waiving or releasing
      Tenant from any of its obligations hereunder, make any such payment or perform
      any such other required act on Tenant’s part, provided that Landlord shall first
      give Tenant five (5) days prior written notice of Landlord’s intention to
      exercise its rights to any such remedy. All sums so paid by Landlord, and all
      necessary incidental costs, together with interest thereon at four percentage
      points (4%) over the Prime Rate then in effect, from the date of such payment
      by
      Landlord, shall be payable by Tenant to Landlord as Additional Rental hereunder,
      on demand, and Tenant covenants and agrees to pay any such sums. Landlord shall
      have (in addition to any other right or remedy of Landlord hereunder or at
      law)
      the same rights and remedies in the event of the nonpayment thereof by Tenant
      as
      in the case of default by Tenant in the payment of Additional
      Rental.





37.  ENVIRONMENTAL
      CONCERNS .





(a)  Except
      as
      expressly permitted in Section 6(b), above, but subject to the terms and
      conditions of that section, Tenant, its agents, employees, contractors or
      invitees shall not (i) cause or permit any Hazardous Materials (hereinafter
      defined) to be brought upon, stored, used or disposed on, in or about the
      Premises and/or the Building, or (ii) knowingly permit the release, discharge,
      spill or emission of any Hazardous Material in or from the
      Premises.





(b)  Tenant
      hereby agrees that it is and shall be fully responsible for all costs, expenses,
      damages or liabilities (including, but not limited to those incurred by Landlord
      and/or its mortgagee) which may occur from the use, storage, disposal, release,
      spill, discharge or emissions of Hazardous Materials in or about the Premises,
      the Building or the Land by Tenant whether or not the same may be permitted
      by
      this Lease. Tenant shall defend, indemnify and hold harmless Landlord, its
      mortgagee and its agents from and against any claims, demands, administrative
      orders, judicial orders, penalties, fines, liabilities, settlements, damages,
      costs or expenses (including, without limitation, reasonable attorney and
      consultant fees, court costs and litigation expenses) of whatever kind or
      nature, known or unknown, contingent or otherwise, arising out of or in any
      way
      related to the use, storage, disposal, release, discharge, spill or emission
      of
      any Hazardous Material, or the violation of any Environmental Laws (hereinafter
      defined), by Tenant, its agents, employees, contractors or invitees. The
      provisions of this Section 37 shall be in addition to any other obligations
      and
      liabilities Tenant may have to Landlord at law or in equity and shall survive
      the transactions contemplated herein or any termination of this
      Lease.




31





(c)  As
      used
      in this Lease, the term “Hazardous Materials” shall include, without
      limitation:





(i)  those
      substances included within the definitions of “hazardous substances”, “hazardous
      materials,” toxic substances,” or “solid waste” in the Comprehensive
      Environmental Response Compensation and Liability Act of 1980 (42 U.S.C. §9601 *et
      seq* .)
      (“CERCLA”), as amended by Superfund Amendments and Reauthorization Act of 1986
      (“SARA”), the Resource Conservation and Recovery Act of 1976 (“RCRA”), and the
      Hazardous Materials Transportation Act, and in the regulations promulgated
      pursuant to said laws, all as amended;





(ii)  those
      substances listed in the United States Department of Transportation Table (49
      CFR 172.101 and amendments thereto) or by the Environmental Protection Agency
      (of any successor agency) as hazardous substances (40 CFR Part 302 and
      amendments thereto); and





(iii)  any
      material, waste or substance which is (A) petroleum, (B) asbestos, (C)
      polychlorinated biphenyl, (D) designated as a “hazardous substance” pursuant to
      Section 311 of the Clean Water Act, 33 U.S.C. §1251 *et
      seq* .
      (33
      U.S.C. §1321) or listed pursuant to Section of the Clean Water Act (33 U.S.C.
§1317); (E) flammables or explosives; or (F) radioactive materials.




(d)  All
      federal, state or local laws, statutes, regulations, rules, ordinances, codes,
      standards, orders, licenses and permits of any governmental authority or issued
      or promulgated thereunder shall be referred to as the “Environmental
      Laws”.





(e)  Landlord
      represents and warrants to Tenant that to the best of Landlord’s actual
      knowledge (without investigation or inquiry), as of the date hereof Landlord
      has
      not received any notice from any governmental authority of the violation of
      any
      Environmental Laws regarding the presence of Hazardous Materials in, on, under
      or about the Premises, Building or Land, the violation of which would have
      a
      material adverse affect on Tenant’s use of the Premises or expose Tenant to any
      unreasonable health or safety risk.





38.  USA
      PATRIOT ACT AND ANTI-TERRORISM LAWS .





(a)  Tenant
      represents and warrants to, and covenants with, Landlord that neither Tenant
      nor
      any of its respective constituent owners or affiliates currently are, or shall
      be at any time during the Term hereof, in violation of any laws relating to
      terrorism or money laundering (collectively, the “Anti-Terrorism Laws”),
      including without limitation Executive Order No. 13224 on Terrorist Financing,
      effective September 24, 2001 and relating to Blocking Property and Prohibiting
      Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism
      (the “Executive Order”) and/or the Uniting and Strengthening America by
      Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
      of
      2001 (Public Law 107-56) (the “USA Patriot Act”).




32





(b)  Tenant
      covenants with Landlord that neither Tenant nor any of its respective
      constituent owners or affiliates is or shall be during the Term hereof a
“Prohibited Person,” which is defined as follows: (i) a person or entity that is
      listed in the Annex to, or is otherwise subject to, the provisions of the
      Executive Order; (ii) a person or entity owned or controlled by, or acting
      for
      or on behalf of, any person or entity that is listed in the Annex to, or is
      otherwise subject to the provisions of, the Executive Order; (iii) a person
      or
      entity with whom Landlord is prohibited from dealing with or otherwise engaging
      in any transaction by any Anti-Terrorism Law, including without limitation
      the
      Executive Order and the USA Patriot Act; (iv) a person or entity who commits,
      threatens or conspires to commit or support “terrorism” as defined in Section
      3(d) of the Executive Order; (v) a person or entity that is named as a
“specially designated national and blocked person” on the then-most current list
      published by the U.S. Treasury Department Office of Foreign Assets Control
      at
      its official website, http://www.treas.gov/offices/eotffc/ofac/sdn/t11sdn.pdf ,
      or at
      any replacement website or other replacement official publication of such list;
      and (vi) a person or entity who is affiliated with a person or entity listed
      in
      items (i) through (v), above.





(c)  At
      any
      time and from time-to-time during the Term, Tenant shall deliver to Landlord,
      within ten (10) days after receipt of a written request therefor, a written
      certification or such other evidence reasonably acceptable to Landlord
      evidencing and confirming Tenant’s compliance with this Section 38.





39.  RIGHT
      OF FIRST OFFER .





(a)  Subject
      to (i) any expansion rights, renewal rights, rights of first offer or refusal
      or
      other rights possessed by any tenant in the Building with respect to the ROFO
      Space (hereinafter defined) or any portion thereof existing as of the Effective
      Date, (ii) any renewal rights granted by Landlord after the Effective Date
      to
      any tenant of all or any portion of the ROFO Space, and (iii) the right of
      any
      tenant of the ROFO Space (or any portion thereof) to negotiate an extension
      of
      the term of its lease of such space or a new lease demising such space, Tenant
      shall be granted during the initial Term the following rights with respect
      to
      the ROFO Space. As used herein, the term “ROFO Space” shall mean the space on
      the third (3 rd )
      floor
      of the Building which is contiguous to the Premises, as shown on the attached Exhibit
      A-l .
      Notwithstanding any provision of the Lease to the contrary, Tenant shall have
      no
      rights with respect to the ROFO Space or any other rights of first offer or
      refusal, or first right to negotiate, or any other expansion rights whatsoever,
      except as expressly provided in this Section 39.




33





(b)  In
      the
      event that any ROFO Space which is currently leased to third parties becomes
      or
      is reasonably anticipated by Landlord to become vacant during the Term hereof,
      then, except as provided below, Landlord shall notify Tenant in writing (the
      “Availability Notice”) of the availability of the ROFO Space in question (the
“Available Space”) and set forth in such Availability Notice (i) the terms and
      conditions pursuant to which Landlord would lease all (but not less than all)
      of
      the Available Space to Tenant; and (ii) the date on which such Available Space
      is anticipated by Landlord to be available for lease by Tenant (the
“Availability Date”). Provided that (A) no Event of Default then exists under
      the Lease; (B) Tenant has not assigned the Lease, or sublet more than twenty
      percent (20%) of the Premises; (C) not less than forty-eight (48) months will
      remain in the Term as of the Availability Date (provided, however, Landlord
      shall notify Tenant of the availability of such space, even though Tenant is
      not
      necessarily entitled to lease same pursuant to this Section 39, if less than
      48
      months, but not less than eighteen (18) months, then remain in the Term); and
      (D) Tenant notifies Landlord, in writing, within ten (10) business days after
      Tenant’s receipt of the Availability Notice, time being of the essence, of
      Tenant’s election to lease all (but not less than all) of the Available Space in
      question (the “Tenant Election Notice”), Tenant shall have the right to lease
      the Available Space described in the Availability Notice on the terms and
      conditions hereinafter set forth. The term of the demise in respect of the
      Available Space to be leased by Tenant pursuant to this Section 39 shall (1)
      commence on the date on which Landlord delivers such space to Tenant, at which
      time Tenant’s obligation to pay Minimum Rental with respect to such space shall
      commence, and (2) be coterminous with the Term hereof. In the event that all
      of
      the conditions set forth in (A) through (D), above, are satisfied except that
      less than forty-eight (48) months (but not less than eighteen (18) months)
      remain in the Term as of the Availability Date, and provided that (1) Tenant
      notifies Landlord in writing (the “Short Term ROFO Extension Notice”), within
      ten (10) business days of receipt of the Availability Notice, that Tenant will
      agree to extend the Term so that at least forty-eight (48) months will remain
      in
      the Term as of the Availability Date, and (2) within five (5) days after
      Landlord’s receipt from Tenant of the Short Term ROFO Extension Notice, the
      parties agree in writing to the economic terms and conditions pursuant to which
      Landlord shall lease the Premises to Tenant during such extension period, then
      Tenant shall have the right to lease the Available Space described in the
      Availability Notice on the terms and conditions set forth herein.





(c)  In
      the
      event that Tenant timely delivers a Tenant Election Notice to Landlord, Landlord
      and Tenant shall negotiate in good faith for a period of ten (10) days after
      Landlord’s receipt of the Tenant Election Notice in order to execute and deliver
      an amendment to this Lease incorporating the Available Space, which amendment
      shall set forth, among other things: (i) the amount of Minimum Rental and the
      Additional Rental attributable to the Available Space; (ii) the adjustment
      to
      Tenant’s Proportionate Share of Operating Expenses resulting from the demise of
      the Available Space hereunder; (iii) the increase in the Security Deposit,
      if
      any, resulting from the leasing by Tenant of the Available Space; and (iv)
      the
      amount of the improvement allowance, if any, which Landlord shall provide to
      Tenant. In the event that the parties do not execute the lease amendment within
      such ten (10) day period, time being of the essence, then Tenant’s right of
      first offer to lease the Available Space shall be null and void and of no
      further force or effect and Landlord may lease the Available Space to any person
      or entity of its choice on whatever terms and conditions Landlord elects in
      its
      sole discretion.





(d)  In
      the
      event Landlord and Tenant execute an amendment to this Lease pursuant to which
      Tenant leases the Available Space from Landlord, and Landlord is unable to
      deliver possession of such space to Tenant on the Availability Date for any
      reason whatsoever, including without limitation the failure of an existing
      tenant to vacate such space, Landlord shall not be liable or responsible for
      any
      claims, damages or liabilities in connection therewith or by reason thereof.
      In
      such event, Landlord shall use reasonable efforts to make such space available
      to Tenant as soon as reasonably practicable after the Availability
      Date.




34





40.  TENANT
      TERMINATION RIGHT .





(a)  Tenant
      shall have a one (l)-time right to terminate the Lease, subject to the terms
      and
      conditions set forth in this Section 40. In the event that Tenant is not the
      Building’s leasing agent on the last day of the thirty-fifth (35 th )
      full
      calendar month of the Term (unless Tenant was terminated by Landlord for
“cause”, in which event Tenant shall not have the right to terminate this Lease
      pursuant to the terms of this Section 40), and provided Tenant is not in default
      of its obligations hereunder, either at the time it delivers the Termination
      Notice (hereinafter defined) to Landlord or at any time between such date and
      the Termination Date (hereinafter defined), Tenant shall have the right to
      terminate this Lease by delivering to Landlord an irrevocable written notice
      of
      termination (the ‘Termination Notice”) on or before the last day of the
      thirty-sixth (36 th )
      full
      calendar month of the Term, time being of the essence, and if Tenant timely
      delivers the Termination Notice to Landlord, this Lease shall terminate as
      of
      the last day of the forty-fifth (45 th )
      full
      calendar month of the Term (the ‘Termination Date”), provided that Tenant has
      fulfilled all of the conditions set forth in Section 40(b), below.





(b)  In
      order
      for the Termination Notice to be effective, the Termination Notice shall include
      a certified check payable to Landlord in an amount equal to the then-unamortized
      costs (as of the Termination Date) incurred by Landlord in leasing the Premises
      to Tenant (the “Leasing Costs”), including but not limited to all leasing
      commissions paid by Landlord in connection with the leasing of the Premises
      and
      the amount of the Improvement Allowance (“Termination Payment”). The
      amortization of the Leasing Costs shall be effected as though the total of
      such
      costs was the principal amount of a promissory note, bearing interest at the
      rate of ten percent (10%) per annum, where the principal (and all interest
      thereon) shall be repaid during a five (5) year period commencing on the Rent
      Commencement Date in equal monthly installments of principal and interest in
      such amount as to cause the principal balance to be reduced to zero as of the
      last day of the Term. The Termination Payment shall be in addition to, and
      not
      in lieu of, the payments of Minimum Rental, Additional Rental and all other
      charges accruing under the Lease through the Termination Date. Time shall be
      of
      the essence with respect to delivery of the Termination Notice and the
      Termination Payment. Notwithstanding the foregoing, in the event that Tenant
      is
      in default under the Lease on the date on which Tenant delivers the Termination
      Notice or is in default under the Lease at any time between such date and the
      Termination Date, or if Tenant fails to deliver the Termination Payment at
      the
      time it delivers the Termination Notice to Landlord (time being of the essence),
      then, at Landlord’s sole option, the Termination Notice may be deemed by
      Landlord to be void and of no further force and effect and the Lease shall
      continue in full force and effect for balance of the Term, and Landlord, if
      the
      Termination Notice is deemed invalid, shall return the Termination Payment
      to
      Tenant.




(c)  If
      the
      Lease is terminated pursuant to and in accordance with the provisions of this
      Section 40, then, as of the Termination Date, neither Landlord nor Tenant shall
      have any rights or obligations under the Lease and Landlord shall be free to
      lease the Premises to any persons or entities for a term beginning on the
      Termination Date; provided that Tenant shall vacate the Premises in accordance
      with the terms and conditions of Section 6, above, on or before the Termination
      Date; and provided further, however, that Tenant shall remain obligated for
      any
      liabilities or obligations under the Lease (including without limitation the
      obligation to pay Minimum Rental, Additional Rental and all other amounts
      payable under the Lease) accruing prior to the Termination Date, which
      obligation shall survive indefinitely the termination of the Lease.




35





(d)  Should
      Tenant fail to surrender the Premises to Landlord on or before the Termination
      Date, time being of the essence, then, at Landlord’s sole option: (i) Landlord
      shall be entitled to exercise all of the rights and remedies available to
      Landlord under the Lease upon the occurrence of an Event of Default hereunder
      (and such other rights and remedies as may be available to Landlord at law
      or
      equity); (ii) Tenant shall be liable to Landlord as a hold-over tenant under
      the
      Lease and shall be subject to the terms and conditions of Section 31, above;
      and
      (iii) if Tenant fails to surrender the Premises to Landlord within ten (10)
      days
      after notice by Landlord, the Termination Notice may be deemed void and of
      no
      further force or effect and the Lease shall continue in full force and effect,
      in which event Landlord shall return the Termination Payment to Tenant and
      all
      rights of Tenant under this Section 40 shall immediately lapse and be of no
      further force or effect. Tenant shall indemnify and hold harmless Landlord
      from
      and against any and all costs, expenses, liabilities and damages (including
      attorneys’ fees) resulting from such holding over, including but not limited to
      any costs, expenses, liabilities or damages resulting from (A) Landlord’s
      failure to deliver the Premises to a prospective tenant; and (B) Landlord’s
      removal from the Premises of any of Tenant’s equipment, furniture or personal
      property in order to deliver possession of the Premises to a prospective
      tenant.





41.  OPTION
      TO EXTEND TERM .





(a)  Tenant
      shall have and is hereby granted the option to extend the Term hereof for one
      (1) additional period of five (5) years (the “Extension Period”), provided (i)
      Tenant gives written notice (the “Extension Notice”) to Landlord of Tenant’s
      irrevocable election to exercise such extension option between nine (9) and
      twelve (12) months prior to the expiration of the initial Term, time being
      of
      the essence, as determined by Landlord and Tenant during the Negotiation Period
      (hereinafter defined) or, if the parties fail to reach agreement during this
      period, by utilizing the “three broker method” described in Section 41(c),
      below; (ii) no Event of Default has occurred during the Term and no event exists
      at the time of the exercise of such option or arises subsequent thereto, which
      event by notice and/or the passage of time would constitute an Event of Default
      if not cured within the applicable cure period; and (iii) Tenant has not
      assigned its interest in this Lease or sublet more than twenty percent (20%)
      of
      the Premises.





(b)  All
      terms
      and conditions of the Lease, including without limitation all provisions
      governing the payment of Additional Rent and annual increases in Minimum Rental,
      shall remain in full force and effect during the Extension Period, except that
      (i) Minimum Rental (on a per rentable square foot basis) payable during the
      first year of the Extension Period shall equal the then-current Fair Market
      Rental Rate (hereinafter defined) at the time of the commencement of the
      Extension Period, as agreed upon by Landlord and Tenant during the Negotiation
      Period (hereinafter defined) or, if the parties fail to reach such agreement
      during the Negotiation Period, by utilizing the “three broker method” described
      in Section 41(c), below; (ii) Landlord shall provide a “market” improvement
      allowance, rental abatement and other tenant concessions then being provided
      by
      similar landlords with respect to comparable lease renewals; and (iii) the
      “Operating Expense Stop” to be used during the Extension Period shall be the
      amount of Operating Expenses incurred by Landlord during the calendar year
      in
      which occurs the first day of the Extension Period. As used in this Lease,
      the
      term “Fair Market Rental Rate” shall mean the fair market rental rate that would
      be agreed upon between a landlord and a tenant entering into a lease renewal
      for
      comparable space as to location, configuration, size and use, in a comparable
      building as to quality, reputation and age which is located in the Durham,
      North
      Carolina submarket, with a comparable build-out and a comparable term assuming
      the following: (A) the landlord and tenant are informed and well-advised and
      each is acting in what it considers its own best interests; (B) the landlord
      shall provide a “market” tenant improvement allowance, free rent period and
      other tenant concessions typically provided to tenants renewing leases of
      comparable space in comparable buildings for renewal terms comparable to the
      Extension Period; and (C) the Tenant will continue to pay its share of increases
      in Operating Expenses over the Operating Expense Stop as described
      above.




36




(c)  Landlord
      and Tenant shall negotiate in good faith to determine the Minimum Rental for
      the
      Extension Period, for a period of thirty (30) days after the date on which
      Landlord receives the Extension Notice (the “Negotiation Period”). In the event
      Landlord and Tenant are unable to agree upon the Minimum Rental for the
      Extension Period within said thirty (30)-day period, the Fair Market Rental
      Rate
      for the Premises shall be determined by a board of three (3) licensed real
      estate brokers, one of whom shall be named by the Landlord, one of whom shall
      be
      named by Tenant, and the two so appointed shall select a third (the “Third
      Broker”). Each real estate broker so selected shall be licensed in the State of
      North Carolina as a real estate broker specializing in the field of office
      leasing in Raleigh/Durham area, having no fewer than ten (10) years experience
      in such field, and recognized as ethical and reputable within the field.
      Landlord and Tenant agree to make their appointments promptly within ten (10)
      days after the expiration of the thirty (30)-day period, or sooner if mutually
      agreed upon. The two (2) brokers selected by Landlord and Tenant shall select
      the Third Broker within ten (10) days after they both have been appointed,
      and
      all three (3) brokers shall, within fifteen (15) days after the Third Broker
      is
      selected, submit his or her determination of the Fair Market Rental Rate. The
      Third Broker shall determine which determination of Fair Market Rental Rate
      made
      by Landlord’s broker or Tenant’s broker is closest to the determination of Fair
      Market Rental Rate made by the Third Broker (the “Closest Determination”). The
      Fair Market Rental Rate hereunder shall be the mean of the Closest Determination
      and the determination of Fair Market Rental Value made by the Third Broker.
      Landlord and Tenant shall each pay the fee of the broker selected by it, and
      they shall equally share the payment of the fee of the Third
      Broker.





(d)  Should
      the Term of the Lease be extended hereunder, Tenant shall, if required by
      Landlord, execute an amendment modifying this Lease within ten (10) days after
      Landlord presents same to Tenant, which agreement shall set forth the Minimum
      Rental for the first year of the Extension Period and the other economic terms
      and provisions in effect during the Extension Period. Should Tenant fail to
      execute the amendment (which amendment accurately sets forth the economic terms
      and provisions in effect during the Extension Period) within ten (10) business
      days after presentation of same by Landlord, time being of the essence, Tenant’s
      right extend the Term of the Lease shall, at Landlord’s sole option, terminate,
      and Landlord shall be permitted to lease such space to any other person or
      entity upon whatever terms and conditions are acceptable to Landlord in its
      sole
      discretion.




37





42.  MISCELLANEOUS.





(a)  Rules
      and Regulations .





Landlord
      shall have the right from time to time to prescribe reasonable rules and
      regulations (the “Rules and Regulations”) for Tenant’s use of the Premises and
      the Building. A copy of Landlord’s current Rules and Regulations respecting the
      Premises and the Building is attached hereto as Exhibit
      D .
      Tenant
      shall abide by and actively enforce on all Tenant’s Invitees such regulations
      including without limitation rules governing parking of vehicles in designated
      areas and during designated times.





(b)  Evidence
      of Authority .





If
      requested by Landlord, Tenant shall furnish appropriate legal documentation
      evidencing the valid existence and good standing of Tenant and the authority
      of
      any parties signing this Lease to act for Tenant.





(c)  Nature
      and Extent of Agreement .





This
      Lease, together with all exhibits hereto, contains the complete agreement of
      the
      parties concerning the subject matter, and there are no oral or written
      understandings, representations, or agreements pertaining thereto which have
      not
      been incorporated herein. This Lease creates only the relationship of landlord
      and tenant between the parties, and nothing herein shall impose upon either
      party any powers, obligations or restrictions not expressed herein. This Lease
      shall be construed and governed by the laws of the state in which the Premises
      are located.





(d)  Binding
      Effect .





This
      Lease shall be binding upon and shall inure to the benefit of the parties hereto
      and their respective heirs, successors and assigns. This Lease shall not be
      binding on Landlord until executed by an authorized signatory of Landlord and
      delivered to Tenant. No amendment or modification to this Lease shall be binding
      upon Landlord unless same is in writing and executed by an authorized signatory
      of Landlord.





(e)  Captions
      and Headings .





The
      captions and headings in this Lease are for convenience and reference only,
      and
      they shall in no way be held to explain, modify, or construe the meaning of
      the
      terms of this Lease.





(f)  Lease
      Review .





The
      submission of this Lease to Tenant for review does not constitute a reservation
      of or option for the Premises, and this Lease shall become effective as a
      contract only upon execution and delivery by Landlord and Tenant.




38





(g)  Prevailing
      Party .





If
      either
      Landlord or Tenant places in the hands of an attorney the enforcement of this
      Lease or any portion thereof, for the collection of any rent due or to become
      due hereunder, or recovery of the possession of the Premises, or files suit
      upon
      same, the non-prevailing (or defaulting) party shall pay the other party
      reasonable attorney’s fees and court costs.




(h)  Intentionally
      Omitted .





(i)  Representations
      and Warranties .





The
      person or persons executing this Lease on behalf of Tenant represent, covenant
      and warrant to Landlord as of the date Tenant executes and delivers this Lease
      that: (i) Tenant is duly constituted, in good standing and qualified to do
      business in the State of North Carolina, (ii) Tenant has paid all corporate
      taxes (if applicable), (iii) Tenant will file when due all forms, reports,
      fees
      and other documents necessary to comply with applicable laws, and (iv) the
      signatories signing on behalf of Tenant have the requisite authority to bind
      Tenant pursuant to Tenant’s organizational documents (i.e. partnership
      agreement, operating agreement or bylaws) or a certified copy of a resolution
      from Tenant authorizing same.





(j)  Building
      Access .





There
      shall be open access to the Building during Standard Hours of Operation. At
      all
      other times, access to the Building may be restricted, at Landlord’s election,
      by use of a card or key access system at an entrance to the Building. In the
      event Landlord elects to install such an access system, Landlord shall, within
      sixty (60) days following the Commencement Date, furnish Tenant, at no cost
      to
      Tenant, up to four (4) access cards or keys per 1,000 rentable square feet
      occupied by Tenant (as of the Commencement Date) as requested by Tenant for
      entering the Building. For purposes hereof, any such access cards, keys or
      other
      comparable access devices are collectively referred to as “access cards.”
Thereafter, additional access cards and replacement access cards (for lost
      access cards) shall be made available to Tenant at a charge equal to $15.00
      per
      card (subject to reasonable adjustment by Landlord from time to time) upon
      Landlord’s receipt of an order signed by Tenant. Tenant shall promptly provide
      Landlord with written notice of any lost or stolen access cards for the
      Building. Landlord shall replace all defective or worn access cards without
      charge. All cards shall remain the property of Landlord. No additional locks
      shall be allowed on any exterior door of the Premises without Landlord’s written
      permission and locks on any interior door shall be permitted only to the extent
      such locks are permissible under applicable laws and relevant insurance
      requirements. Upon termination of this Lease, Tenant shall surrender to Landlord
      all access cards and keys related to the Premises, and give to Landlord the
      combination of all locks for sages, safe cabinets and vault doors, if any,
      to
      remain in the Premises and in the event Tenant fails to return all such access
      cards to Landlord at the end of the Term, Tenant shall pay Landlord $15.00
      for
      each such access card not returned to Landlord.


39


(k)  Lender
      Approval .





This
      Lease may be subject to approval by Landlord’s lender. In the event such
      approval is required and Landlord is unable to obtain such approval within
      ten
      (10) days after the date of this Lease, either party may elect to terminate
      this
      Lease upon written notice to the other and the parties hereto shall have no
      further rights or obligations hereunder.





(l)  Financial
      Disclosures .
      Tenant
      shall at any time upon receipt of a written request from Landlord (such request
      to be made no more than twice in any Lease Year), provide true, complete and
      accurate financial information and documentation about itself and any Guarantor
      to Landlord, within ten (10) days after such request. The individuals executing
      this Lease on Tenant’s behalf hereby represent and warrant to Landlord that the
      financial statements and other information submitted to Landlord by Tenant
      prior
      to the execution hereof are true, complete and accurate, were prepared in
      accordance with generally accepted cash accounting principles applied on a
      consistent basis, and accurately reflect Tenant’s net worth as of the date
      hereof. Landlord covenants and agrees to keep such records confidential;
      provided, however, Landlord may share the information contained within such
      records with its legal counsel, accountants and employees, prospective
      purchasers and lenders, and as may otherwise be required by applicable
      law.





(m)  Tenant
      hereby elects domicile at the Premises for the purpose of service of all
      notices, writs of summons or other legal documents or process in any suit,
      action or proceeding which Landlord or any mortgagee may undertake under this
      Lease.





(n)  If
      in
      this Lease it is provided that Landlord’s consent or approval as to any matter
      will not be unreasonably withheld or delayed, and it is established by a court
      or body having final jurisdiction thereover that Landlord has been unreasonable,
      the sole effect of such finding shall be that Landlord shall be deemed to have
      given its consent or approval, but Landlord shall not be liable to Tenant in
      any
      respect for money damages or expenses incurred by Tenant by reason of Landlord
      having withheld its consent. Nothing contained in this paragraph shall be deemed
      to limit Landlord’s right to give or withhold consent unless such limitation is
      expressly contained in the paragraph to which such consent
      pertains.





(o)  Time
      of the Essence .
      Time is
      of the essence with respect to all of Tenant’s obligations under this
      Lease.





(p)  No
      Liability .
      Landlord shall not be liable to Tenant for any damage caused by other tenants
      or
      persons in the Building or caused by operations of others in the construction
      of
      any private, public or quasi-public work.





[signatures
      on next page]


40


IN
      WITNESS WHEREOF, the parties have caused this Lease to be duly executed and
      sealed pursuant to authority duly given as of the day and year first above
      written.




**LANDLORD:****NOTTINGHAM
                HALL LLC**,
                a
                Delaware limited liability company





By:
            Imperial
                I Associates LLC, a Delaware limited liability company, its sole
                member





By:
            ACP/Imperial
                I LLC, a Delaware limited liability company, its managing
                member





By:
            ACP/Imperial
                I Manager LLC, a Delaware limited liability company, its managing
                member





WITNESS
            By
            /s/
                [illegible]Name:
                Douglas [illegible]Title:
                Manager/s/
                [illegible]





**TENANT:**WITNESS
            
            **ADVANTIS
                REAL ESTATE SERVICES COMPANY**,
                a
                Florida corporation/s/
                [illegible]
            
            By
            /s/
                David P. OddoName:
                David P. OddoTitle:
                Managing Director


41


EXHIBIT
      A





FLOOR
      PLAN OF THE PREMISES





[Attach]





**[GRAPHIC
      OMITTED]**









EXHIBIT
      A-1





ROFO
      SPACE





[Attach]





**[GRAPHIC
      OMITTED]**





EXHIBIT
      B





DECLARATION
      OF COMMENCEMENT DATE





This
      Declaration of Commencement Date is made as of _______________, 2005, by **NOTTINGHAM
      HALL LLC** (“Landlord”), and **ADVANTIS
      REAL ESTATE SERVICES COMPANY** (“Tenant”), who agree as follows:





1.  Landlord
      and Tenant entered into an Office Lease Agreement dated September ____, 2005,
      in
      which Landlord leased to Tenant, and Tenant leased from Landlord, certain
      Premises described therein in the office building located at 4505 Emperor
      Boulevard, Durham, North Carolina (the “Building”). All capitalized terms herein
      are as defined in the Lease.





2.  Pursuant
      to the Lease, Landlord and Tenant agreed to and do hereby confirm the following
      matters as of the Commencement Date of the Term:





a.
            the
                Commencement Date of the Lease is December 1,
                2005;





b.
            the
                Rent Commencement Date of the Lease is ___________,
                2006;





c.
            the
                Expiration Date of the Lease is August 31,
                2011;





d.
            the
                number of rentable square feet of the Premises is 9,837;
                and





e.
            Tenant’s
                Proportionate Share is 9.35%.





3.  Tenant
      confirms that:





a.
            it
                has accepted possession of the Premises as provided in the
                Lease;





b.
            Landlord
                is not required to perform any work or furnish any improvements to
                the
                Premises under the Lease;





c.
            Landlord
                has fulfilled all of its obligations under the Lease as of the date
                hereof;





d.
            the
                Lease is in full force and effect and has not been modified, altered,
                or
                amended, except as follows: _______________________;
                and





e.
            there
                are no set-offs or credits against Rent, and no Security Deposit
                or
                prepaid Rent has been paid except as provided by the
                Lease.





4.  The
      provisions of this Declaration of Commencement Date shall inure to the benefit
      of, or bind, as the case may require, the parties and their respective
      successors and assigns, and to all mortgagees of the Building, subject to the
      restrictions on assignment and subleasing contained in the Lease, and are hereby
      attached to and made a part of this Lease.





[Signature
      page follows hereafter]








**LANDLORD:****NOTTINGHAM
                HALL LLC**,
                a
                Delaware limited liability company





By:
            Imperial
                I Associates LLC, a Delaware limited liability company, its sole
                member





By:
            ACP/Imperial
                I LLC, a Delaware limited liability company, its managing
                member





By:
            ACP/Imperial
                I Manager LLC, a Delaware limited liability company, its managing
                member





WITNESS:
            ByName:Title:





**TENANT:**WITNESS:
            
            **ADVANTIS
                REAL ESTATE SERVICES COMPANY**,
              a
                Florida corporationByName:Title:


Exhibit
          B, Page 2


EXHIBIT
      C





WORK
      AGREEMENT





This
      Work
      Agreement (the “Work Agreement”) is attached to and made a part of that certain
      Office Lease Agreement (the “Lease”) dated September ___, 2005 by and between **NOTTINGHAM
      HALL LLC** ,
      as
      landlord (“Landlord”), and **ADVANTIS
      REAL ESTATE SERVICES COMPANY** ,
      as
      tenant (“Tenant”), for the premises (the “Premises”) described therein in the
      building having a street address of 4505 Emperor Boulevard, Durham, North
      Carolina (the “Building”). It is the intent of this Work Agreement that Tenant
      shall be permitted freedom in the design and layout of the Premises, consistent
      with applicable building codes and requirements of law, including without
      limitation the Americans with Disabilities Act, and with sound architectural
      and
      construction practice in first-class office buildings, provided that neither
      the
      design nor the implementation of the Tenant Improvements (hereinafter defined)
      shall cause any interference to the operation of the Building’s HVAC,
      mechanical, plumbing, life safety, electrical or other systems or to other
      Building operations or functions, nor shall they increase maintenance or utility
      charges for operating the Building. Capitalized terms not otherwise defined
      in
      this Work Agreement shall have the meanings set forth in the Lease. In the
      event
      of any conflict between the terms hereof and the terms of the Lease, the terms
      hereof shall prevail for the purposes of design and construction of the Tenant
      Improvements.





A.  **TENANT
      IMPROVEMENTS** .





1.  **As-Is
      Condition** .
      Landlord shall have no obligation to perform or cause the performance or
      construction of any improvements in or to the Premises and Landlord shall
      deliver the Premises to Tenant in its “as is” condition on the Commencement
      Date. Tenant hereby acknowledges that Landlord has made no representations
      or
      warranties to Tenant with respect to the condition of the Premises or the
      working order of any systems or improvements therein existing as of the date
      of
      delivery, except as may be expressly set forth in the Lease.





2.  **Tenant
      Improvements** .
      Tenant,
      at its sole cost and expense, subject to the application of the Improvement
      Allowance (hereinafter defined), shall furnish and install in the Premises
      in
      accordance with the terms of this Work Agreement, the improvements set forth
      in
      the Tenant’s Plans (hereinafter defined) which shall be approved by Landlord in
      accordance with Paragraph B.3, below (the “Tenant Improvements”). Except as
      otherwise expressly set forth herein, all costs of all design, space planning,
      and architectural and engineering work for or in connection with the Tenant
      Improvements, including without limitation all drawings, plans, specifications,
      licenses, permits or other approvals relating thereto, and all insurance and
      other requirements and conditions hereunder, and all costs of construction,
      including supervision thereof, shall be at Tenant’s sole cost and expense,
      subject to the application of the Improvement Allowance in accordance with
      the
      terms of this Work Agreement. Notwithstanding the foregoing, Landlord shall
      reimburse Tenant for one-half (1/2) of the reasonable costs (without subtracting
      such costs from the Improvement Allowance) incurred by Tenant in constructing
      the demising wall in the location set forth on the attached Exhibit
      A (the
“Demising Wall”) within thirty (30) days after Landlord’s receipt of the
      information set forth in subparagraphs (a) through (d) in Paragraph C.2, below,
      with respect to the Demising Wall. Tenant shall construct the Demising Wall
      as
      part of Tenant’s construction of the Tenant Improvements in the Premises. Tenant
      shall cause the Contractor (hereinafter defined) to separately price the
      Demising Wall as part of its bid pricing for the construction of the Tenant
      Improvements. The Contractor shall provide “open book” pricing with respect to
      its proposed bid price for the construction of the Demising Wall, and Landlord
      shall be permitted to negotiate said pricing with the Contractor after the
      Tenant receives the Contractor’s bid price for the construction of the Tenant
      Improvements.








B.  **PLANS
      AND SPECIFICATIONS** .





1.  **Space
      Planner.** Tenant
      shall retain the services of an architectural firm reasonably acceptable to
      Landlord (the “Space Planner”) to design the Tenant Improvements to be
      constructed by Tenant in the Premises and prepare the Final Space Plan
      (hereinafter defined) and the Contract Documents (hereinafter defined). The
      Space Planner shall meet with the Construction Supervisor (hereinafter defined)
      from time to time to obtain information about the Building and to insure that
      the improvements envisioned in the Contract Documents do not interfere with
      and/or affect the Building or any systems therein. The Space Planner shall
      prepare all space plans, working drawings, and plans and specifications
      described in Paragraph B.3, below, in conformity with the base Building plans
      and systems, and the Space Planner shall coordinate its plans and specifications
      with the Engineers (hereinafter defined) and the Construction Supervisor. All
      fees of the Space Planner shall be borne solely by Tenant, subject to
      application of the Improvement Allowance as hereinafter provided.





2.  **Engineers.** Tenant
      shall retain the services of mechanical, electrical, plumbing and structural
      engineers designated by Landlord and reasonably acceptable to Tenant (the
“Engineers”) to (i) design the type, number and location of all mechanical
      systems in the Premises, including without limitation the heating, ventilating
      and air conditioning system therein, fire alarm system and to prepare all of
      the
      mechanical plans, (ii) to assist Tenant and the Space Planner in connection
      with
      the electrical design of the Premises, including the location and capacity
      of
      light fixtures, electrical receptacles and other electrical elements, and to
      prepare all of the electrical plans, (iii) to assist Tenant and the Space
      Planner in connection with plumbing-related issues involved in designing the
      Premises and to prepare all of the plumbing plans and (iv) assist Tenant and
      the
      Space Planner in connection with the structural elements of the Space Planner’s
      design of the Premises and to prepare all of the structural plans. All fees
      of
      the Engineers shall be borne solely by Tenant, subject to application of the
      Improvement Allowance as hereinafter provided.





3.  **Time
      Schedule.**





a.  Tenant
      shall promptly furnish to Landlord for its review and approval a proposed
      detailed space plan for the Tenant Improvements (the “Final Space Plan”)
      prepared by the Space Planner, in consultation with the Construction Supervisor
      and the Engineers. The Final Space Plan shall contain the information and
      otherwise comply with the requirements therefor described in Schedule
      C-1 attached
      hereto. Landlord shall, advise Tenant of Landlord’s approval or disapproval of
      the Final Space Plan within five (5) business days after Tenant submits the
      Final Space Plan to Landlord. Tenant shall promptly revise the proposed Final
      Space Plan to meet Landlord’s objections, if any, and resubmit the Final Space
      Plan to Landlord for its review and approval within three (3) days of Tenant’s
      receipt of Landlord’s objections, if any,


Exhibit
            C, Page
            2





b.  Within
      fifteen (15) days after Landlord approves the Final Space Plan, Tenant shall
      furnish to Landlord for its review and approval, all architectural plans,
      working drawings and specifications (the “Contract Documents”) necessary and
      sufficient (i) for the construction of the Tenant Improvements; and (ii) to
      enable Tenant to obtain a building permit for the construction of the Tenant
      Improvements by the Contractor (hereinafter defined). The Contract Documents
      shall contain the information and otherwise comply with the requirements
      therefore described in Schedule
      C-2 attached
      hereto and shall set forth the location of any core drilling by Tenant (the
      approval of same shall be subject to Landlord’s approval in its sole
      discretion). Landlord shall advise Tenant of Landlord’s approval or disapproval
      of the Contract Documents, or any of them, within ten (10) business days after
      Tenant submits the Contract Documents to Landlord. Tenant shall promptly revise
      the Contract Documents to meet Landlord’s objections, if any, and resubmit the
      Contract Documents to Landlord for its review and approval within three (3)
      days
      of Tenant’s receipt of Landlord’s objections, if any. Landlord shall advise
      Tenant of Landlord’s approval or disapproval of the revised Contract Documents
      within five (5) business days after Tenant submits same. Notwithstanding
      anything herein to the contrary, approval by Landlord of the Contract Documents
      shall not constitute an assurance by Landlord that the Contract Documents:
      (a)
      satisfy Legal Requirements (hereinafter defined), (b) are sufficient to enable
      Tenant to obtain a building permit for the undertaking of the Tenant
      Improvements in the Premises, or (c) will not interfere with, and/or otherwise
      affect, base Building or base Building systems.





c.  The
      Final
      Space and the Contract Documents are referred to collectively herein as the
      “Tenant’s Plans.”





d.  The
      Tenant Improvements shall be of first-class quality, commensurate with the
      level
      of improvements for a first-class tenant in a first-class office building in
      the
      Durham, North Carolina area. The Tenant’s Plans shall be prepared in accordance
      with a Data Cadd or convertible DXF format for working drawings (using 1/8”
reproducible drawings) in conformity with the base Building plans and Building
      systems and with information furnished by and in coordination with the
      Engineers. Tenant’s Plans shall comply with all applicable building codes, laws
      and regulations (including without limitation the Americans with Disabilities
      Act), shall not contain any improvements which interfere with or require any
      changes to or modifications of the Building’s HVAC, mechanical, electrical,
      plumbing, life safety or other systems or to other Building operations or
      functions, and, unless Tenant agrees in writing to pay all such excess costs
      or
      charges, shall not increase maintenance or utility charges for operating the
      Building in excess of the standard requirements for normal first-class office
      buildings in the Durham, North Carolina area. Notwithstanding anything to the
      contrary contained in this Work Agreement, Landlord shall have the right to
      disapprove, in its sole discretion, any portion of the Tenant’s- Plans that
      Landlord believes will or may affect the exterior or structure of the Building
      or will or may affect the mechanical, electrical, plumbing, life safety, HVAC
      or
      other base Building systems.


Exhibit
          C, Page
          3





4.  **Base
      Building Changes** .
      If
      Tenant requests work to be done in the Premises or for the benefit of the
      Premises that necessitates revisions or changes in the design or construction
      of
      the base Building or affect the Building or the base Building systems therein,
      any such changes shall be subject to the prior written approval of Landlord,
      in
      its sole discretion. Tenant shall be responsible for all costs and delays
      resulting from such design revisions or construction changes, including
      architectural and engineering charges, and any special permits or fees
      attributed thereto.





5.  **Changes** .





a.  In
      the
      event that Tenant requests any changes to the Contract Documents or the Final
      Space Plan after Landlord has approved same, or if it is determined that the
      Contract Documents prepared in accordance with the Final Space Plan do not
      conform to the plans for the base Building, deviate from applicable Legal
      Requirements or contain improvements which will or may interfere with and/or
      affect the base Building or any of the base Building systems, or in the event
      of
      any change orders, Tenant shall be responsible for all costs and expenses and
      all delay resulting therefrom, including without limitation costs or expenses
      relating to (i) any additional architectural or engineering services and related
      design expenses, (ii) any changes to materials in process of fabrication, (iii)
      cancellation or modification of supply or fabricating contracts, (iv) removal
      or
      alteration of work or plans completed or in process, or (v) delay claims made
      by
      any subcontractor.





b.  No
      changes shall be made to the Contract Documents without the prior written
      approval of Landlord, which approval shall not be unreasonably withheld,
      conditioned or delayed, provided, however, that Landlord shall have the right
      to
      disapprove, in its sole discretion, any such change that Landlord believes
      will
      affect the exterior or structure of the Building or will affect the mechanical,
      electrical, plumbing, life safety, HVAC or other base Building systems. Landlord
      shall not be responsible for delay in occupancy by Tenant because of any changes
      to the Final Space Plan or the Contract Documents after approval by Landlord,
      or
      because of delay caused by or attributable to any deviation by the Contract
      Documents from applicable Legal Requirements. Tenant shall be required to pay
      to
      Landlord the costs incurred by Landlord in connection with any changes to the
      Contract Documents or Final Space Plan, in full, within thirty (30) days after
      invoice, subject however to application of the Improvement Allowance in
      accordance with Paragraph C.2, below. As used herein, the term “Legal
      Requirements” shall mean any laws, ordinances, regulations and orders of the
      United States of America, the State of North Carolina and any other governmental
      authority with jurisdiction over the Building or the construction of the Tenant
      Improvements.





C.  **COST
      OF TENANT IMPROVEMENTS/ALLOWANCES**





1.  **Construction
      Costs.** All
      costs of design and construction of the Tenant Improvements, including without
      limitation the costs of all space planning, architectural and engineering work
      related thereto, all governmental and quasi-governmental approvals and permits
      required therefor, any costs incurred by Landlord because of changes to the
      base
      Building, the Building systems, all construction costs, contractors’ overhead
      and profit, insurance and other requirements, and all other costs and expenses
      incurred in connection with the Tenant Improvements (collectively, “Construction
      Costs”), shall be paid by Tenant, subject, however, to the application of the
      Improvement Allowance in accordance with Paragraph C.2, below, not previously
      disbursed pursuant to this Work Agreement (the “Available
      Allowance”).


Exhibit
          C, Page
          4





2  **Improvement
      Allowance.** Provided
      Tenant is not in default of the Lease, Landlord agrees to provide to Tenant
      an
      allowance (the “Improvement Allowance”) in an amount up to Two Hundred
      Ninety-Five Thousand One Hundred Ten Dollars ($295,110.00) (or Thirty Dollars
      ($30.00) per rentable square foot of the Premises) to be applied solely to
      the
      Construction Costs (hereinafter defined), except as otherwise expressly
      permitted herein. Notwithstanding the foregoing (a) the Improvement Allowance,
      in whole or in part, may be used by the Tenant to pay for (i) Tenant’s lease
      termination costs under its current lease, and (ii) costs incurred by Tenant
      in
      connection with relocating Tenant’s equipment, furniture and personal property
      to the Premises, and (b) in no event shall Tenant expend more than Ninety-Eight
      Thousand Three Hundred Seventy Dollars ($98,370.00) (or Ten Dollars ($10.00)
      per
      rentable square foot of the Premises) of the Improvement Allowance on costs
      associated with the purchase and installation of Tenant’s furniture, data and
      voice wiring, telecom systems and logo signage. Construction Costs shall be
      disbursed by Landlord from the Available Allowance, as and when such costs
      are
      actually incurred by Tenant. Tenant shall submit to Landlord, from time to
      time,
      but not more often then once per calendar month, requests for direct payments
      to
      third parties, of or for reimbursement to Tenant for Construction Costs incurred
      by Tenant out of the Available Allowance, which requests shall be accompanied
      by
      (a) paid receipts or invoices substantiating the costs for which payment is
      requested; (b) a signed statement from Tenant certifying that the costs were
      actually incurred for the stated amount; (c) lien waivers from the party
      supplying the services or materials for which payment is sought; and (d) such
      other information as Landlord reasonably requires. Provided Tenant delivers
      to
      Landlord an approved draw request, prepared as set forth above, Landlord shall
      pay the costs covered by such payment request within thirty (30) days following
      receipt thereof (but Landlord shall not be obligated to make more than one
      (1)
      such payment in any calendar month). Notwithstanding the foregoing, in no event
      shall Landlord be obligated to pay, in the aggregate, an amount in excess of
      eighty percent (80%) of the Improvement Allowance until satisfaction of the
      following conditions: (A) Tenant’s occupancy of the Premises; (B) Tenant’s
      execution and delivery to Landlord of the Declaration attached to the Lease
      as
      Exhibit B; (C) receipt by Landlord of appropriate paid receipts or invoices
      and
      a final lien waiver from each subcontractor and supplier covering all work
      performed by the subcontractors and all materials used in connection with the
      construction of the Tenant Improvements; and (D) Tenant’s delivery to Landlord
      of all receipts, invoices or other documentation reasonably necessary to
      substantiate all costs payable by Landlord hereunder. If Tenant does not expend
      all of the Improvement Allowance for Construction Costs as permitted hereunder
      within twelve (12) months of execution of the Lease, any unused portion of
      the
      Improvement Allowance not so used shall be retained by Landlord.




Exhibit
          C, Page
          5





3.  **Excess
      Cost Allowance.** In the
      event that Tenant notifies Landlord in writing, on or before the date which
      is
      ninety (90) days prior to the Commencement Date, that Tenant wishes to increase
      the Improvement Allowance, and specifies the amount of such proposed increase,
      not to exceed the Maximum Increase Amount (hereinafter defined), and evidences
      to Landlord’s reasonable satisfaction that the cost of undertaking the Tenant
      Improvements exceeds the Improvement Allowance by the approximate amount of
      the
      Excess Cost Allowance (hereinafter defined) requested by Tenant, then Landlord
      shall make available to Tenant an additional allowance (the “Excess Cost
      Allowance”) in the amount requested by Tenant, but not to exceed the Maximum
      Increase Amount. As used herein, the term “Maximum Increase Amount” means the
      sum of Ninety-Eight Thousand Three Hundred Seventy Dollars ($98,370.00) (or
      Ten
      Dollars ($10.00) per rentable square foot of the Premises). The Excess Cost
      Allowance shall be paid out by the Landlord in accordance with the provisions
      of
      the Work Agreement. Tenant shall repay to Landlord the amount of the Excess
      Cost
      Allowance over the sixty (60) full calendar months commencing on the Rent
      Commencement Date in equal monthly installments in the amount necessary to
      fully
      repay to Landlord the Excess Cost Allowance, with interest at the rate of twelve
      percent (12%) per annum, compounded monthly on a constant collection basis,
      on
      the outstanding amount thereof, as though the Excess Cost Allowance were a
      loan
      made by Landlord to Tenant on the Commencement Date. Such equal monthly
      installments shall be considered Additional Rent under the Lease and shall
      be
      paid together with, and in the same manner as, Annual Base Rent payable by
      the
      Tenant pursuant to Section 4(a) of the Lease, provided that such installments
      shall not be subject to the annual escalations applicable to Minimum Rental.
      Upon any termination of the Lease, Tenant shall be immediately obligated to
      repay to Landlord the entire amount of the Excess Cost Allowance that has not
      previously been repaid, plus any accrued and unpaid interest thereon, and such
      obligation shall survive any such termination.





4  **Costs
      Exceeding Available Allowance** .
      All
      Construction Costs in excess of the Available Allowance shall be paid solely
      by
      Tenant on or before the date such costs are due and payable (or if previously
      paid by Landlord, shall be reimbursed to Landlord by Tenant within ten (10)
      days
      of receipt by Tenant of invoices therefor from Landlord), and Tenant agrees
      to
      indemnify Landlord from and against any such costs. All amounts payable by
      Tenant pursuant to this Work Agreement shall be deemed to be Additional Rent
      for
      purposes of the Lease. If required by Landlord, Tenant shall provide evidence
      satisfactory to Landlord that Tenant has sufficient funds available to pay
      all
      Construction Costs in excess of the Improvement Allowance.





D.  **CONSTRUCTION**





1.  **General
      Contractor.** Tenant
      shall retain a general contractor acceptable to Landlord and licensed in the
      State of North Carolina to undertake construction of the Tenant Improvements
      (the “Contractor”). The Contractor shall be responsible for obtaining, at
      Tenant’s sole cost, all permits and approvals required for the construction of
      the Tenant Improvements.





2.  **Construction
      By The Contractor.** In
      undertaking the Tenant Improvements, Tenant and the Contractor shall strictly
      comply with the following conditions:





a.  No
      work
      involving or affecting the Building’s structure or the plumbing, mechanical,
      electrical or life/safety systems of the Building shall be undertaken without
      (i) the prior written approval of Landlord in its sole discretion, whether
      pursuant to its approval of Tenant’s Plans or otherwise, (ii) the supervision of
      Landlord’s building engineer, the actual cost of which shall be borne by Tenant
      if more than one (1) hour of such engineer’s time is spent in connection with
      the Tenant Improvements during any single day; (iii) compliance by Tenant with
      the insurance requirements set forth in Paragraph D.2.c, below; and (iv)
      compliance by Tenant with all of the terms and provisions of this Work
      Agreement;




Exhibit
          C, Page
          6





b.  All
      Tenant Improvement work shall be performed in strict conformity with (i) the
      final approved Tenant’s Plans; (ii) all applicable codes and regulations of
      governmental authorities having jurisdiction over the Building and the Premises;
      (iii) valid building permits and other authorizations from appropriate
      governmental agencies, when required, which shall be obtained by Tenant, at
      Tenant’s expense; and (iv) Landlord’s construction policies, rules and
      regulations attached hereto as Schedule
      C-3 ,
      as the
      same may be reasonably modified by Landlord from time to time (“Construction
      Rules”). Any work not acceptable to the appropriate governmental agencies or not
      reasonably satisfactory to Landlord shall be promptly replaced at Tenant’s sole
      expense. Notwithstanding any failure by Landlord to object to any such work,
      Landlord shall have no responsibility therefor; and





c.  Before
      any work is commenced or any of Tenant’s, Contractor’s or any subcontractor’s
      equipment is moved onto any part of the Building, Tenant shall deliver to
      Landlord policies or certificates evidencing the following types of insurance
      coverage in the following minimum amounts, which policies shall be issued by
      companies approved by Landlord, shall be maintained by Tenant at all times
      during the performance of the Tenant Improvements, and which shall name Landlord
      as additional insured:





(1)  Worker’s
      compensation coverage in the maximum amount required by law and employer’s
      liability insurance in an amount not less than $500,000.00 and $500,000.00
      per
      disease;





(2)  Comprehensive
      general liability policy to include products/completed operations,
      premises/operations, blanket contractual broad form property damage and
      contractual liability with limits in an amount per occurrence of not less than
      $1,000,000.00 Combined Single Limit for bodily injury and property damage and
      $1,000,000.00 for personal injury; and





(3)  Automobile
      liability coverage, with bodily injury limits of at least $1,000,000.00 per
      accident.





3.  **Construction
      Supervision.** All
      Tenant Improvements shall be performed by the Contractor. Landlord shall retain
      a construction supervisor selected by Landlord (the “Construction Supervisor”)
      as Landlord’s construction supervisor in connection with the construction of the
      Tenant Improvements, and Landlord shall pay the Construction Supervisor a
      construction supervision fee to cover the costs of coordination and supervision
      of the Tenant Improvements work on Landlord’s behalf, which fee shall not be
      deducted from the Improvement Allowance.




Exhibit
          C, Page
          7





E.  **PERMITS
      AND LICENSES.** Tenant
      shall be solely responsible for procuring, at its sole cost and expense, all
      permits and licenses necessary to undertake the Tenant Improvements and, upon
      completion of the Tenant Improvements, to occupy the Premises. Tenant’s
      inability to obtain, or delay in obtaining, any such license or permit shall
      not
      delay or otherwise affect the Commencement Date or any of Tenant’s obligations
      under this Lease.





F.  **INSPECTION.** Landlord
      is authorized, at its sole cost and expense, to make such inspections of the
      Premises during construction as it deems reasonably necessary or
      advisable.





G.  **INDEMNIFICATION.** Tenant
      shall indemnify Landlord and hold it harmless from and against all claims,
      injury, damage or loss (including reasonable attorneys’ fees) sustained by
      Landlord as a result of the construction of the Tenant Improvements in the
      Premises.





**LIST
      OF SCHEDULES**





**Schedule
                C-l**
            **Requirements
                for Final Space Plan****Schedule
                C-2**
            **Requirements
                for Contract Documents****Schedule
                C-3**
            **Construction
                Rules and Regulations**




Exhibit
          C, Page 8


**SCHEDULE
      C-l**





**REQUIREMENTS
      FOR FINAL SPACE PLAN**





Floor
      plans, together with related information for mechanical, electrical and plumbing
      design work, showing partition arrangement and reflected ceiling plans (three
      (3) sets), including without limitation the following information:





a.
            identify
                the location of conference rooms and density of
                occupancy;





b.
            indicate
                the density of occupancy for all
                rooms;





c.
            identify
                the location of any food service areas or vending equipment
                rooms;





d.
            identify
                areas, if any, requiring twenty-four (24) hour air
                conditioning;





e.
            indicate
                those partitions that are to extend from floor to underside of structural
                slab above or require special acoustical
                treatment;





f.
            identify
                the location of rooms for, and layout of, telephone equipment other
                than
                building core telephone closet;





g.
            identify
                the locations and types of plumbing required for toilets (other than
                core
                facilities), sinks, drinking fountains,
                etc.;





h.
            indicate
                light switches in offices, conference rooms and all other rooms in
                the
                Premises;





i.
            indicate
                the layouts for specially installed equipment, including computer
                and
                duplicating equipment, the size and capacity of mechanical and electrical
                services required and heat rejection of the
                equipment;





j.
            indicate
                the dimensioned location of: (A) electrical receptacles (one hundred
                twenty (120) volts), including receptacles for wall clocks, and telephone
                outlets and their respective locations (wall or floor), (B) electrical
                receptacles for use in the operation of Tenant’s business equipment which
                requires two hundred eight (208) volts or separate electrical circuits,
                (C) electronic calculating and CRT systems, etc., and (D) special
                audio-visual requirements;





k.
            indicate
                proposed layout of sprinkler and other life safety and fire protection
                equipment, including any special equipment and raised
                flooring;





l.
            indicate
                the swing of each door;





m.
            indicate
                a schedule for doors and frames, complete with hardware, if applicable;
                and





n.
            indicate
                any special file systems to be
                installed.





**SCHEDULE
      C-2**





**REQUIREMENTS
      FOR CONTRACT DOCUMENTS**





Final
      architectural detail and working drawings, finish schedules and related plans
      (three (3) reproducible sets) including without limitation the following
      information and/or meeting the following conditions:





a.
            materials,
                colors and designs of wallcoverings, floor coverings and window coverings
                and finishes;





b.
            paintings
                and decorative treatment required to complete all
                construction;





c.
            complete,
                finished, detailed mechanical, electrical, plumbing and structural
                plans
                and specifications for the Tenant Improvements, including but not
                limited
                to the fire and life safety systems and all work necessary to connect
                any
                special or non¬ standard facilities to the Building’s base mechanical
                systems;





d.
            all
                final drawings and blueprints must be drawn to a scale of one-eighth
                (1/8)
                inch to one (1) foot. Any architect or designer acting for or on
                behalf of
                Tenant shall be deemed to be Tenant’s agent and authorized to bind Tenant
                in all respects with respect to the design and construction of the
                Premises;





e.
            notwithstanding
                anything to the contrary set forth herein, in the Work Agreement
                or in the
                Lease, Tenant shall not request any work which would: (1) require
                changes
                to structural components of the Building or the exterior design of
                the
                Building; (2) require any material modification to the Building’s
                mechanical installations or installations outside the Premises; (3)
                not
                comply with all applicable laws, rules, regulations and requirements
                of
                any governmental department having jurisdiction over the construction
                of
                the Building and/or the Premises, including specifically, but without
                limitation, the Americans With Disabilities Act; (4) be incompatible
                with
                the building plans filed with the appropriate governmental agency
                from
                which a building permit is obtained for the construction of the Tenant
                Improvements or with the occupancy of the Building as a first-class
                office
                building; or (5) materially delay the completion of the Premises
                or any
                part thereof. Tenant shall not oppose or delay changes required by
                any
                governmental agency affecting the construction of the Building and/or
                the
                Tenant Improvements in the
                Premises.





**SCHEDULE
      C-3**





**CONSTRUCTION
      RULES AND REGULATIONS**





1.
            Tenant
                and/or the general contractor will supply Landlord with a copy of
                all
                permits prior to the start of any
                work.





2.
            Tenant
                and/or the general contractor will post the building permit on a
                wall of
                the construction site while work is being
                performed.





3.
            Public
                area corridor, and carpet, is to be protected by plastic runners
                or a
                series of walk-off mats from the elevator to the suite under
                reconstruction.





4.
            Walk-off
                mats are to be provided at entrance
                doors.





5.
            Contractors
                will remove their trash and debris daily, or as often as necessary
                to
                maintain cleanliness in the building. Building trash containers are
                not to
                be used for construction debris. Landlord reserves the right to bill
                Tenant for any cost incurred to clean up debris left by the general
                contractor or any subcontractor. Further, the building staff is instructed
                to hold the driver’s license of any employee of the contractor while using
                the freight elevator to ensure that all debris is removed from the
                elevator.





6.
            No
                utilities (electricity, water, gas, plumbing) or services to the
                tenants
                are to be cut off or interrupted without first having requested,
                in
                writing, and secured, in writing, the permission of
                Landlord.





7.
            No
                electrical services are to be put on the emergency circuit, without
                specific written approval from
                Landlord.





8.
            When
                utility meters are installed, the general contractor must provide
                the
                property manager with a copy of the operating instructions for that
                particular meter.





9.
            Landlord
                will be notified of all work schedules of all workmen on the job
                and will
                be notified, in writing, of names of those who may be working in
                the
                building after “normal” business
                hours.





10.
            Passenger
                elevators shall not be used for moving building materials and shall
                not be
                used for construction personnel except in the event of an emergency.
                The
                designated freight elevator is the only elevator to be used for moving
                materials and construction personnel. This elevator may be used only
                when
                it is completely protected as determined by Landlord’s building
                engineer.





11.
            Contractors
                or personnel will use loading dock area for all deliveries and will
                not
                use loading dock for vehicle
                parking.








12.
            Contractors
                will be responsible for daily removal of waste foods, milk and soft
                drink
                containers, etc. to trash room and will not use any building trash
                receptacles but trash receptacles supplied by
                them.





13.
            No
                building materials are to enter the building by way of main lobby,
                and no
                materials are to be stored in any lobbies at any
                time.




14.
            Construction
                personnel are not to eat in the lobby or in front of building nor
                are they
                to congregate in the lobby or in front of
                building.





15.
            Landlord
                is to be contacted by Tenant when work is completed for inspection.
                All
                damage to building will be determined at that
                time.





16.
            All
                key access, fire alarm work, or interruption of security hours must
                be
                arranged with Landlord’s building
                engineer.





17.
            There
                will be no radios allowed on job
                site.





18.
            All
                workers are required to wear a shirt, shoes, and full length
                trousers.





19.
            Protection
                of hallway carpets, wall coverings, and elevators from damage with
                masonite board, carpet, cardboard, or pads is
                required.





20.
            Public
                spaces - corridors, elevators, bathrooms, lobby, etc. - must be cleaned
                immediately after use. Construction debris or materials found in
                public
                areas will be removed at Tenant’s
                cost.





21.
            There
                will be no smoking, eating, or open food containers in the elevators,
                carpeted areas or public lobbies.





22.
            There
                will be no yelling or boisterous
                activities.





23.
            All
                construction materials or debris must be stored within the project
                confines or in an approved lock-up.





24.
            There
                will be no alcohol or controlled substances allowed or
                tolerated.





The
      general contractor and Tenant shall be responsible for all loss of their
      materials and tools and shall hold Landlord harmless for such loss and from
      any
      damages or claims resulting from the work.




Schedule C-3,
          Page
          2


EXHIBIT
      D





RULES
      AND
      REGULATIONS





The
      following rules and regulations have been adopted by the Landlord for the care,
      protection and benefit of the Building and for the general comfort and welfare
      of the tenants:





1.  The
      sidewalks, entrances, halls, passages, elevators and stairways shall not be
      obstructed by the Tenant or used by it for any other purpose than for ingress
      and egress.





2.  Toilet
      rooms and other water apparatus shall not be used for any purpose other than
      those for which they are constructed.





3.  The
      Tenant shall not do anything in the Premises, or bring or keep anything therein,
      which shall in any way conflict with any law, ordinance, rule or regulation
      affecting the occupancy and use of the Premises, which are or may hereafter
      be
      enacted or promulgated by any public authority or by the Board of Fire
      Underwriters.





4.  In
      order
      to insure proper use and care of the Premises, neither the Tenant nor agent
      nor
      employee of the Tenant shall:





(a)  Allow
      any
      furniture, packages or articles of any kind to remain in corridors except for
      short periods incidental to moving same in or out of Building or to cleaning
      or
      rearranging occupancy of leased space.





(b)  Maintain
      or utilize bicycles or other vehicles in the Building.





(c)  Mark
      or
      defile elevators, toilet rooms, walls, windows, doors or any part of the
      Building.





(d)  Keep
      animals or birds on the Premises.





(e)  Deposit
      waste paper, dirt or other substances in corridors, stairways, elevators,
      toilets, restrooms, or any other part of the Building not leased to
      him.





(f)  Fasten
      any article, drill holes, drive nails or screws into walls, floors, doors,
      or
      partitions or otherwise mar or deface any of them by paint, papers or otherwise,
      unless written consent is first obtained from the Landlord.





(g)  Operate
      any machinery within the Building except customary office equipment, such as
      dictaphones, calculators, electric typewriters, and the like. Special equipment
      or machinery used in the trade or profession of the Tenant may be operated
      only
      with the prior written consent of the Landlord.








(h)  Tamper
      or
      interfere in any way with windows, doors, locks, air conditioning controls,
      heating, lighting, electric or plumbing fixtures.





(i)  Leave
      Premises unoccupied without locking all doors, extinguishing rights and turning
      off all water outlets.




(j)  Install
      or operate vending machines of any kind in the Premises without written consent
      of Landlord.





5.  The
      Landlord shall have the right to prohibit any advertising by the Tenant which,
      in its opinion, tends to damage the reputation of the Building or its
      desirability, and upon written notice from Landlord, the Tenant shall
      discontinue any such advertising.





6.  The
      Landlord reserves the right to designate the time when and method whereby
      freight, furniture, safes, goods, merchandise and other articles may be brought
      into, moved or taken from the Building and the Premises leased by the Tenant;
      and workmen employed, designated or approved by the Landlord must be employed
      by
      Tenant for repairs, painting, material moving and other similar work that may
      be
      done on the Premises.





7.  The
      Tenant will reimburse the Landlord for the cost of repairing any damage to
      the
      Premises or other parts of the Building caused by the Tenant or the agents
      or
      employees of the Tenant, including replacing any glass broken.





8.  The
      Landlord shall furnish a reasonable number of door keys for the needs of the
      Tenant, which shall be surrendered on expiration of the Lease, and reserves
      the
      right to require a deposit to insure their return at expiration of Lease. The
      Tenant shall obtain keys only from the Landlord, shall not obtain duplicate
      keys
      from any outside source, and shall not alter the locks or effect any
      substitution.





9.  The
      Tenant shall not install in the Premises any metal safes or permit any
      concentration of excessive weight in any portion thereof without first having
      obtained the written permission of Landlord.





10.  The
      Landlord reserves the right at all times to exclude newsboys, loiterers,
      vendors, solicitors and peddlers, from the Building and to require registration,
      satisfactory identification and credentials from all persons seeking access
      to
      any part of the Building outside of the Standard Hours of Operation. The
      Landlord will exercise its best judgment in the execution of such control but
      shall not be held liable for the granting or refusal of such access. The
      Landlord reserves the right to exclude the general public from the Building
      after ordinary business hours and on weekends and holidays.





11.  The
      attaching of wires to the outside of the Building is absolutely prohibited,
      and
      no wires shall be run or installed in any part of the Building without the
      Landlord’s permission and direction.




Exhibit
          D, Page
          2





12.  Requests
      for services of janitors or other Building employees must be made to the
      Landlord. Agents or employees of Landlord shall not perform any work or do
      anything outside of their regular duties unless under special instructions
      from
      Landlord.





13.  Signs
      or
      any other tenant identification shall be in accordance with building standard
      signage. No signs of any nature shall be placed in the windows so as to be
      visible from the exterior of the Building. All signs not approved in writing
      by
      the Landlord shall be subject to removal without notice.





14.  Any
      improvements or alterations to the Premises by Tenant shall be approved in
      advance by the Landlord and all such work, if approved, shall be done at the
      Tenant’s sole expense under the supervision of the Landlord.





15.  Tenant
      shall have a non-exclusive right to use all driveways and parking areas located
      on the Common Areas of the Land. Landlord shall have the right (but not the
      obligation) to tow, at the owner’s expense, any vehicles parked overnight on the
      Land if in Landlord’s sole reasonable judgment exercised in good faith such
      vehicle (i) is deemed to be a threat to the personal safety of the occupants
      of
      the Building, (ii) unreasonably interferes with the traffic or parking patterns
      within the Building, or (iii) is otherwise inconsistent with the image and
      reputation of the Building as a first-class office building.





16.  If
      additional drapes or window decorations are desired by Tenant, they shall be
      approved by Landlord and installed at the Tenant’s expense under the direction
      of the Landlord. Lining on drapes visible from the exterior shall be of a color
      approved by Landlord.





17.  The
      possession of weapons, including concealed handguns, is strictly forbidden
      on
      the Premises.





18.  No
      smoking shall be permitted within any portion of the Building.





19.  The
      Landlord shall have the right to make such other and further reasonable rules
      and regulations as, in the judgment of the Landlord, may from time to time
      be
      necessary for the safety, care and cleanliness of the Premises, the Building
      or
      adjacent areas, and for the preservation of good order therein effective five
      (5) days after all tenants have been given written notice thereof.




Exhibit
          D, Page
          3


**EXHIBIT
      B**





**PLAN
      SHOWING SUBLEASED PREMISES**





**[GRAPHIC
      OMITTED]**


B-1




**EXHIBIT
      C**





**FF
      INVENTORY**









C-1









C-2









C-3









C-4









C-5









C-6


**EXHIBIT
        D**
 
 **FURNITURE
        AND FIXTURES CONVEYANCE AGREEMENT**
 
 This
        Furniture and Fixtures Conveyance Agreement (the “Agreement”) is executed
        and delivered effective as of the ____ day of _________, 2008 by Advantis
        Real
        Estate Services Company (“Seller”), in favor of Smart Online, Inc., a Delaware
        corporation (“Purchaser”).
  1.  Sale
        of Personalty .
        For
        good and valuable consideration (which Seller acknowledges the receipt and
        sufficiency thereof), Seller hereby sells, transfers, assigns, sets over
        and
        conveys to Purchaser all of Seller’s right, title and interest in and to all of
        the assets listed on Exhibit
        C to that
        Sublease Agreement between Seller and Purchaser of even date herewith
        (collectively, the “Personal Property”), all located in the leased premises at
        4505 Emperor Boulevard, Suite 320, Durham, North Carolina
        (“Premises”):
  2.  Warranty
        of Title .
        Seller
        warrants and shall defend title to the Personal Property unto Purchaser,
        its
        successors and assigns. Seller represents and warrants that no consent of
        any
        third party is required to authorize the transfer contemplated herein, and
        that
        it owns free and clear title to the Personal Property (with no
        encumbrances).
  3.  Successors
        and Assigns .
        This
        Agreement shall inure to the benefit of and shall be binding upon Purchaser
        and
        Seller and their respective successors and assigns.
  4.  Power
        and Authority .
        Each
        party represents and warrants to the other that it is fully empowered and
        authorized to execute and deliver this Agreement, and the individual signing
        this Agreement on behalf of such party represents and warrants to the other
        party that he or she is fully empowered and authorized to do so.
  5.  Further
        Assurances .
        The
        Seller agrees to promptly execute any additional documents reasonably required
        to complete or perfect the transfer contemplated by this Agreement.
  6.  Multiple
        Counterparts .
        This
        Agreement may be executed in a number of identical counterparts, each of
        which
        for all purposes is deemed an original, and all of which constitute collectively
        one (1) agreement, but in making proof of this Agreement, it shall not be
        necessary to produce or account for more than one such counterpart.
 
 *[Remainder
        of page intentionally left blank]*
  D-1
  IN
        WITNESS WHEREOF, the undersigned has caused this Agreement to be executed
        as of
        the date written above.
  SELLER:Advantis
                  Real Estate Services CompanyBy:Name:
              David
                  TownsendTitle:
              Managing
                  DirectorBUYER:Smart
                  Online, Inc.By:Name:
              David
                  ColburnTitle:
              President
 
 D-2


**EXHIBIT
        E**
 
 **INITIAL
        IMPROVEMENTS**