Ackerman
      & Co.

    10
      Glenlake Parkway

    South
      Tower - Suite 1000

    Atlanta,
      Georgia 30328

    770.913.3900

    


    Standard
      Office Lease Agreement

    


    THIS
      LEASE
      is made
      this 20th
      day of
      July, 2007, by and among NARMADA
      PARTNERS, LLC (hereinafter
      “Landlord”), and SIMTROL,
      INC.
      (hereinafter “Tenant”). 

     

    1.  PREMISES.

     

    Landlord,
      for and in consideration of the rents, covenants, agreements, and stipulations
      hereinafter mentioned, provided for and contained hereinafter to be paid, kept,
      and performed by Tenant, leases and rents unto Tenant and Tenant hereby rents
      and leases from Landlord the following described space in 520 Guthridge Court
      (hereinafter called the “Building”) being approximately 10,000
      rentable square feet located at Suite 250, 520 Guthridge Court, Norcross,
      Gwinnett County, Georgia 30092,
      (hereinafter the “Premises”). The Premises are more particularly described and
      shown on Exhibit
      “A”
      as
      attached hereto and made a part hereof. No easement for light or air is granted
      hereunder. The “Land” shall
      mean that certain parcel of real property as is more particularly described
      on
Exhibit
      “E”
      attached
      hereto and made a part hereof, and upon which the Building is located. The
      “Project” shall include all improvements now or hereinafter constructed on the
      Land, including, without limitation, the Building, parking areas and other
      common areas.

     

    2.  TERM.

     

    The
      Tenant shall have and hold the Premises for a term of sixty
      (60)
      months
      beginning on the 1st
      day of
      September, 2007, and ending on the 31st
      day of
      August, 2012, at midnight, unless sooner terminated as hereinafter provided,
      or
      unless adjusted pursuant to Paragraph 7 (hereinafter the “Term”).

     

    3.  RENTAL
      AND COVENANTS TO PAY RENT.

     

    (a) Tenant
      shall pay to Landlord at 520
      Guthridge Court, Suite 200, Norcross, Georgia 30092
      or at
      such other place as Landlord may designate in writing without demand, deduction,
      or set-off, an annual rental of One
      Hundred Thirty-seven Thousand Four Hundred Ninety-nine and 96/100 Dollars
      ($137,499.96)
      (hereinafter “Base Rental”), payable in equal monthly installments of
Eleven
      Thousand Four Hundred Fifty-eight and 33/100 Dollars
      ($11,458.33)
      in
      advance on the first day of each calendar month during the Term subject to
      adjustment as provided in this paragraph. However, the rental shall be no less
      than the Base Rental as specified above. Rental for any period during the Term
      which is for less than one month shall be a prorated portion of the monthly
      rental due.

    


    	(b)  	
            Base
              Rental shall escalate as follows:

          


    


    
      
        
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    “Base
      Rental”: Throughout
      the Term of this Lease, Tenant shall pay base rental to Landlord calculated
      as
      follows:

    


    

      
        	
                Rental
                  Period

              	 	
                 Monthly

              	 	
                 Annually

              	 
	
                9/1/07-
                  8/31/08

              	 	
                $

              	
                11,458.33

              	 	
                $

              	
                137,500.00

              	 
	
                9/1/08-
                  8/31/09

              	 	
                $

              	
                11,802.08

              	 	
                $

              	
                141,625.00

              	 
	
                9/1/09-
                  8/31/10

              	 	
                $

              	
                12,154.00

              	 	
                $

              	
                145,848.00

              	 
	
                9/1/10-
                  8/31/11

              	 	
                $

              	
                12,516.67

              	 	
                $

              	
                150,200.00

              	 
	
                9/1/11-
                  8/31/12

              	 	
                $

              	
                12,900.00

              	 	
                $

              	
                154,800.00

              	 


      

       

    

    (c) All
      payments, other than those specified above, as required in this Lease to be
      made
      by Tenant to Landlord shall be deemed to be and shall become additional rent
      hereunder, whether or not the same shall be designated as such and shall be
      due
      and payable along with usual rental payments subject to the same conditions
      and
      remedies as exist for said rental payments.

     

    4. LATE
      CHARGES.

     

    Other
      remedies for nonpayment of rental notwithstanding, time is of the essence of
      this Lease, and if Tenant pays rent on or after the sixth (6th)
      day of
      the month, a late charge equal to the greater of five percent (5%) of the
      monthly rent or One Hundred Dollars ($100.00) will be due as additional rent.
      In
      the event Tenant’s rent check is dishonored by the bank, Tenant agrees to pay
      Landlord $25.00 as a handling charge and, if applicable, the late charge, and
      Tenant shall deliver said monies to Landlord as specified in Paragraph 3.
      Dishonored checks must be replaced by cashier’s check, certified check, or money
      order. In the event more than one check is dishonored, Tenant agrees to pay
      all
      future rents and charges in the form of cashier’s check, certified check, or
      money order. Any other amounts payable to Landlord under this Lease, with the
      exception of rent, shall be considered past due thirty (30) days from Landlord’s
      billing date and Tenant shall pay a monthly service charge of five percent
      (5%)
      of the amount past due for that and each subsequent month that the amount
      remains past due. The parties agree that such charges represent a fair and
      reasonable estimate of the costs the Landlord will incur by reason of such
      late
      payment and/or returned check.

     

    5. SECURITY
      DEPOSIT.

     

    On
      the
      date of execution of this Lease by Tenant, Tenant will pay to Landlord the
      first
      full month’s Base Rental in the amount of $11,458.33
      and a
      security deposit in the amount of $11,458.33.
      Landlord shall have the right, but not the duty, to apply any part of said
      deposit to cure any default of Tenant and if Landlord does so, Tenant shall
      upon
      demand deposit with Landlord the amount so applied so that Landlord shall have
      the full deposit on hand at all times during the Term of this Lease to be held
      in an escrow account. Landlord shall have the right, but not the duty, to hold
      said security deposit in an interest bearing escrow account and retain any
      interest accrued. In the event of a sale of the Building or a lease of the
      Building, subject to this Lease, Landlord shall transfer the security deposit
      to
      the new landlord, and the Tenant shall attorn to the new landlord and the
      present Landlord shall thereupon be released from all liability for the return
      of such security deposit, and Tenant shall look solely to the new landlord
      for
      the return of such security deposit and this provision shall apply to every
      transfer or assignment made of the security deposit to a new landlord. The
      security deposit under this Lease shall not be assigned or encumbered by Tenant
      without the written consent of the Landlord and any such assignment or
      encumbrance without the Landlord’s written consent shall be void. Such security
      deposit shall be returned to Tenant within thirty (30) days following the end
      of
      the Term of this Lease provided that Tenant has performed Tenant’s obligations
      under this Lease and provided that no defective conditions, including any
      structural defects, other than normal wear and tear and casualty, are left
      unrepaired by Tenant and that Tenant does not owe Landlord any debts. Any
      portion of the security deposit not required to reimburse Landlord for
      Landlord’s expense in repairing defective conditions caused by Tenant, or for
      paying amounts owed by Tenant to Landlord, shall be refunded to Tenant as
      provided above.

    
      


      
        
          
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    6. REIMBURSEMENT
      FOR OPERATING EXPENSES OF LANDLORD.

    


    A. Operating
      Expenses.
      In
      addition to the Base Rental payable hereunder, Tenant agrees to reimburse
      Landlord, as Additional Rent hereunder, for Tenant’s share of all operating
      expenses (the “Operating
      Expenses”)
      as
      described in Exhibit
      “C”
      attached
      hereto and by this reference made a part hereof, of maintaining and operating,
      directly or indirectly, the Building over and above the 2007 Base Year Operating
      Expenses.

    


    B. Tenant’s
      Share.
      For
      purposes of calculating Tenant’s share of all Operating Expenses for the Project
      other than electrical costs allocated to the Premises, Tenant’s share shall be
      25%. For purposes of calculating Tenant’s share of electrical costs allocated to
      the Premises, Tenant’s share shall equal 50% of the electrical costs for the
      second floor of the Building. Landlord represents that the electrical
      consumption for the second floor of the Building is separately
      metered.

    


    C. Tenant’s
      Share of the Operating Expenses.
      On or
      before March 1, 2009 and on or before each March 1st
      thereafter during the Term, Landlord shall furnish to Tenant a statement of
      Operating Expenses for the prior calendar year. Within thirty (30) days
      following Tenant’s receipt of such statement but in any event on or before the
      following April 1st,
      Tenant
      shall pay to Landlord, as Additional Rent, an amount equal to the excess, if
      any, of Tenant’s Share of Operating Expenses for such calendar year over
      Tenant’s Share of the 2007 Base Year Operating Expenses. If this Lease shall
      terminate on a day other than the last day of a calendar year, the Additional
      Rent payable by Tenant pursuant to this Paragraph shall be prorated on the
      basis
      which the number of days from the commencement of such calendar year to and
      including such termination date bears to three hundred sixty-five
      (365).

    


    D. Additional
      Taxes.
      Rent
      and all other charges to be paid by Tenant hereunder, Tenant shall pay to
      Landlord, upon demand as Additional Rent hereunder, any and all taxes payable
      by
      Landlord (other than net income taxes) whether or not now customary or within
      the contemplation of the parties hereto: (i) upon, measured by or reasonably
      attributable to the cost or value of Tenant’s equipment, furniture, fixtures,
      improvements (whether constructed by Landlord or Tenant) and other personal
      property located in the Premises; (ii) upon, measured by or reasonably
      attributable to the Rent payable hereunder, or any component thereof, including,
      without limitation, any gross income tax or excise tax levied by the City of
      Norcross, County of Gwinnett, the State of Georgia, the Federal Government
      or
      any other federal, state, county, municipal or other governmental body with
      respect to the receipt of such rent; (iii) upon or with respect to the
      possession, leasing, operation, management, maintenance, alteration, repair,
      use
      or occupancy by Tenant of the Premises or any portion thereof; and (iv) upon
      this transaction or any document to which Tenant is a party creating or
      transferring an interest or an estate in the Premises.

    
      


      
        
          
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    7. COMMENCEMENT.

    


    The
      date
      on which possession of the Premises is taken by Tenant (hereinafter
“Commencement Date”) will establish the commencement of rent on this Lease if
      possession is taken before the 1st
      day of September, 2007 (the
      “Scheduled Commencement Date”). If for any reason Landlord fails to deliver the
      Premises ready for occupancy on the above date, this Lease shall remain in
      full
      force and effect and Landlord shall have no liability to Tenant due to delay
      in
      occupancy and rental shall commence when the premises are ready for occupancy.
      Moreover, the Term of this Lease shall be proportionately extended for an
      additional period of time to the end that this Lease shall provide for a full
      Term as herein provided. If a delay in having the Premises ready for occupancy
      is caused by Tenant, or if the Premises are ready for occupancy on the above
      date but Tenant does not take occupancy, rental in either case will commence
      as
      of the above date, unless specified otherwise herein.

    


    Notwithstanding
      anything to the contrary contained in this Lease, in the event Landlord fails
      to
      deliver possession of the Premises to Tenant with the Premises Improvements
      substantially complete on or before the Scheduled Commencement Date, and
      provided such failure is not caused by a Tenant Delay and/or Force Majeure
      (each
      as defined in this Lease), then as Tenant’s sole and exclusive remedy, Tenant
      shall receive a rental credit to be applied to Base Rental first coming due
      under this Lease in an amount equal to one day of Base Rental for each day
      following the Scheduled Commencement Date to and through the date Landlord
      delivers possession of the Premises to Tenant with the Premises Improvements
      substantially complete. 

     

    8. ACCEPTANCE
      OF PREMISES.

     

    Landlord
      and Landlord’s Broker have made no representations or promises with respect to
      the Building, the Premises, or this Lease except as herein expressly set forth.
      The taking of possession of the Premises by Tenant shall be conclusive evidence
      that Tenant accepts the Premises “as is” and that the Premises and the Building
      are suitable for the use intended by Tenant and were in good and satisfactory
      condition at the time such possession was so taken, excluding any punch list
      items.

     

    9. REPAIR
      BY TENANT AND REMOVAL OF IMPROVEMENTS AND ALTERATIONS UPON
      TERMINATION.

     

    (a) Tenant
      will, at Tenant’s expense, take good care of the Premises and the fixtures and
      appurtenances therein, and will cause no active or permissive waste or injury
      thereof; and Tenant shall, at Tenant’s expense, but under the direction of
      Landlord, promptly repair any damage to the Premises or the Building caused
      by
      the misuse or neglect thereof, or by persons permitted on the Premises by
      Tenant, or Tenant moving in or out of the Premises.

    (b) Tenant
      will not, without Landlord’s written consent, make any alterations, additions,
      or improvements in or about the Premises and will not do anything to or on
      the
      Premises which will increase the rate of fire insurance on the Building. All
      alterations, additions, or improvements (including but not limited to carpets,
      window treatments, and window treatment hardware) made or installed by Tenant
      to
      the Premises shall become the property of Landlord at expiration of the Term
      of
      this Lease, or any extensions or renewals thereof. Landlord reserves the right
      to require Tenant to remove any improvements or additions made to the Premises
      by Tenant; Tenant further agrees to do so prior to the expiration of the Term
      or
      within thirty (30) days after notice from Landlord, whichever shall be later,
      provided that Landlord gives such notice no later than thirty (30) days after
      expiration of the Term of this Lease, or any extensions or renewals
      thereof.

    
      


      
        
          
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    (c) No
      later
      than the last day of the Term, Tenant will remove all of Tenant’s personal
      property and trade fixtures and repair all damage done by or in connection
      with
      the installation or removal of said property and will surrender the Premises
      (together with all keys to the Premises) in as good a condition as existed
      at
      the beginning of the Term, reasonable wear and tear, damage by fire, the
      elements, or casualty excepted. All property of Tenant remaining on the Premises
      after expiration of the Term shall be deemed conclusively abandoned and may
      be
      removed by Landlord, and Tenant shall reimburse Landlord for the cost of such
      removal, subject, however, to Landlord’s right to require Tenant to remove any
      improvements or additions made to the Premises by Tenant pursuant to
      sub-paragraph (b) of this Section 9.

    (d) In
      doing
      any work of any nature in, to, or about the Premises, Tenant will use the only
      contractors or workmen approved by Landlord, which approval shall not be
      unreasonably withheld. Tenant shall promptly cause the removal of any lien
      for
      material or labor claimed to be furnished to Premises at Tenant’s
      request.

     

    10. REPAIRS
      AND MAINTENANCE OF THE BUILDING.

     

    Landlord
      shall provide for the cleaning, repair, and maintenance of the public portions
      of the Building. Unless otherwise expressly stipulated herein, Landlord shall
      not be required to make any improvements or repairs of any kind or character
      on
      the Premises during the Term of this Lease, except repairs to the exterior
      walls, corridors, windows, roof, and other structural elements and equipment
      of
      the Building, and such additional maintenance as may be necessary because of
      damage by persons other than Tenant, its brokers, employees, invitees, or
      visitors. Landlord shall not be liable to Tenant for losses due to theft or
      burglary or for damages done by unauthorized persons on the
      Premises.

     

    11. USE.

     

    Tenant
      shall use the Premises for general office operation and for all lawful
      activities normally incidental thereto and related to the conduct of Tenant’s
      business, but for no other purposes. Tenant shall not use or occupy the
      Premises, or permit the Premises to be used or occupied, in violation of any
      ordinance, law, or regulation of any governmental body, or in any manner which
      would vitiate or increase the premium charged for insurance on the Premises
      or
      the Building or that would cause damage to the Building, or that would
      constitute a public nuisance, or that would disturb the quiet enjoyment of
      the
      other tenants of the Building.

     

    12. SERVICES
      - WATER, CLEANING, AND ELECTRICITY.

     

    Landlord
      shall furnish the following services without additional charge:

    (a) Heat
      and
      air conditioning in Landlord’s reasonable judgment sufficient to reasonably cool
      or heat the Premises, at the proper season, during standard building hours
      (8:00
      A.M. to 6:00 P.M. on Mondays through Fridays, inclusive and 8:00 A.M. to 1:00
      P.M. on Saturdays) on normal business days, except holidays observed by national
      banks as legal holidays; provided, however Tenant shall have sole control over
      the thermostat serving Tenant’s server room within the Premises. In the event
      Tenant desires heat and/or air conditioning for the Premises during non-building
      standard hours, Tenant shall notify Landlord in advance and Landlord shall
      provide additional after-hours heating and air conditioning services to the
      Premises.

    
      


      
        
          
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    (b) Restroom
      facilities including water, paper towels, and a commercially reasonable amount
      of toilet tissue;

    (c) Janitorial
      services each Monday through Friday, except holidays observed by national banks
      as legal holidays;

    (d) Electric
      current sufficient to meet Tenant’s specifications as set forth in Tenant’s
      Plans (as defined in Section 2 of Exhibit
      “B”).
      Tenant
      will not use any electrical equipment which in Landlord’s opinion will overload
      the wiring installations or interfere with the reasonable use thereof by other
      users in the Building. Except as otherwise expressly set forth in Tenant’s
      Plans, Tenant will not, without Landlord’s prior written consent in each
      instance (which shall not be unreasonably withheld) connect any additional
      items
      (such as electric heaters, data processing equipment, or copy machines) to
      the
      Building’s electrical distribution system, or make any alterations or additions
      to such system. Should Landlord grant such consent, all additional circuits
      or
      equipment required therefore shall be provided by Landlord and the reasonable
      cost thereof shall be paid by Tenant upon Landlord’s demand. In addition to the
      foregoing, in the event Tenant uses electrical current in excess of the amount
      set forth herein, Tenant shall be responsible for all additional costs related
      to such excess usage;

    (e) If
      Tenant
      uses an excessive amount of any of the services enumerated in this Section
      12,
      then Landlord reserves the right to charge Tenant as additional rent a
      reasonable sum for such excess;

    (f) Landlord
      shall in no way be liable for cessation of any of the above services caused
      by
      strike, accident, or reasonable breakdown, nor shall Landlord be liable for
      damages resulting from any of the fixtures or equipment in the Building being
      out of repair, or for injury to person or damage to property, caused by any
      defects in the electrical equipment, heating, ventilating, and air conditioning
      system, water apparatus, or for any damages arising out of failure to furnish
      the services enumerated in this Section 12.

     

    13. DESTRUCTION
      OF OR DAMAGE TO PREMISES.

     

    If
      the
      Premises are made untenantable in whole or in part by fire or other casualty,
      the rent, until repairs shall be made or this Lease is terminated as hereinafter
      provided, shall be abated on a per diem basis and prorated according to the
      part
      of the Premises which is actually used by Tenant, if any; provided, however
      such
      abatement shall only occur if such fire or other casualty was not caused by
      the
      fault or negligence of the Tenant, its contractors, invitees, brokers, or
      employees. If such damage shall be so extensive that the Premises cannot be
      restored by Landlord within a period of one hundred twenty (120) days (as
      evidenced by a written declaration from Landlord to Tenant), then Tenant shall
      have the right to cancel this Lease by notice to Landlord at any time within
      thirty (30) days after the date of such damage. If such damage is so extensive
      that, in Landlord’s reasonable judgment, repair of such damage or destruction
      would not be economically feasible, then Landlord will have the right to cancel
      this Lease by notice to Tenant at any time within thirty (30) days after the
      date of such damage. If this Lease is not so terminated, the Landlord will
      promptly repair the damage at the Landlord’s expense.

    
      


      
        
          
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    14. RULES
      AND REGULATIONS.

     

    Tenant
      will faithfully observe and comply with the “Rules and Regulations”, known as
Exhibit
      “D”,
      attached hereto and made a part hereof, and such further reasonable rules and
      regulations as Landlord may prescribe, on written notice to Tenant, for the
      safety, care, and cleanliness of the Building, and the comfort, quietness,
      and
      convenience of other occupants of the Building.

     

    15. EVENTS
      OF DEFAULT.

     

    The
      happening of any one or more of the following events (hereinafter any one of
      which may be referred to as an “Event of Default”) during the Term of this
      Lease, or any renewal or extension thereof, shall constitute a breach of this
      Lease on the part of the Tenant:

    (a) Tenant
      fails to pay within
      five (5) days
      of
      when due
      the rental as provided for herein, and such failure continues for an
      additional
      seven
      (7) days following written notice from Landlord;  provided, however,
      Landlord shall only be obligated to provide written notice and such cure period
      three (3) times in any twelve (12) consecutive month period, and the fourth
      (4th) and any subsequent failure to pay rental within
      five (5) days of when
      due
      during any twelve (12) consecutive calendar month period shall be deemed an
      immediate Event of Default;

    (b) Tenant
      abandons or vacates the Premises;

    (c) Tenant
      fails to comply with or abide by and perform any other obligation imposed upon
      Tenant under this Lease, and such failure continues in excess of thirty (30)
      days following written notice provided, however, in the event such failure
      cannot be reasonably cured within such thirty (30) day period, Tenant shall
      be
      granted such additional time as is reasonably necessary provided Tenant
      immediately commenced such cure following written notice and Tenant diligently
      and continuously pursues completion of such cure;

    (d) Tenant
      is
      adjudicated bankrupt or files for bankruptcy protection;

    (e) A
      permanent receiver is appointed for Tenant’s property and such receiver is not
      removed within sixty (60) days after written notice from Landlord to Tenant
      to
      obtain such removal;

    (f) Tenant
      either voluntarily or involuntarily takes advantage of any debt or relief
      proceedings under the present or future law, whereby the rent or any part
      thereof is, or is proposed to be reduced or payment thereof
      deferred;

    (g) Tenant
      makes an assignment for benefit of creditors; or

    (h) Tenant’s
      effects are levied upon or attached under process against Tenant, which is
      not
      satisfied or dissolved within thirty (30) days after written notice from
      Landlord to Tenant to obtain satisfaction thereof.

     

    16. REMEDIES
      UPON DEFAULT.

     

    Upon
      the
      occurrence of an Event of Default, Landlord, in addition to any and all other
      rights or remedies it may have at law or in equity, shall have the option of
      pursuing any one or more of the following remedies:

    (a) Landlord
      may terminate this Lease by giving notice of termination, in which event this
      Lease shall expire and terminate on the date specified in such notice of
      termination, with the same force and effect as though the date so specified
      were
      the date herein originally fixed as the termination date of the Term of this
      Lease, and all rights of Tenant under this Lease and in and to the Premises
      shall expire and terminate, and Tenant shall remain liable for all obligations
      under this Lease arising up to the date of such termination and Tenant shall
      surrender the Premises to Landlord on the date specified in such
      notice;

    
      


      
        
          
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    (b) Landlord
      may terminate this Lease as provided in Paragraph 16(a) hereof and recover
      from
      Tenant all damages Landlord may incur by reason of Tenant’s default, including,
      without limitation, a sum which, at the date of such termination, represents
      the
      then value of the excess, if any, of (i) the monthly rental and additional
      rent
      for the period commencing with the day following the date of such termination
      and ending with the date hereinbefore set for the expiration of the full Term
      hereby granted, or (ii) the aggregate reasonable rental value of the Premises
      (less reasonable brokerage commissions, attorneys’ fees, and other costs
      relating to the reletting of the Premises) for the same period, all of which
      excess sum shall be deemed immediately due and payable.

    (c) Landlord
      may, without terminating this Lease, declare immediately due and payable all
      monthly rental and additional rent due and coming due under this Lease for
      the
      entire remaining term hereof, together with all other amounts previously due,
      at
      once; provided, however, that such payment shall not be deemed a penalty or
      liquidated damages but shall merely constitute payment in advance of rent for
      the remainder of said term; upon making such payment, Tenant shall be entitled
      to receive from Landlord all rents received by Landlord from other assignees,
      tenants and subtenants on account of the Premises during the Term of this Lease,
      provided that the monies to which Tenant shall so become entitled shall in
      no
      event exceed the entire amount actually paid by Tenant to Landlord pursuant
      to
      this clause (c) less all costs, expenses and attorneys’ fees of Landlord
      incurred in connection with the reletting of the Premises; or

    (d) Landlord
      may, from time to time without terminating this Lease, and without releasing
      Tenant in whole or in part from Tenant’s obligation to pay monthly rental and
      additional rent and perform all of the covenants, conditions and agreements
      to
      be performed by Tenant as provided in this Lease, make such alterations and
      repairs as may be necessary in order to relet the Premises, and, after making
      such alterations and repairs, Landlord may, but shall not be obligated to,
      relet
      the Premises or any part thereof for such term or terms (which may be for a
      term
      extending beyond the Term of this Lease) at such rental or rentals and upon
      such
      other terms and conditions as Landlord in its sole discretion may deem advisable
      or acceptable; upon each reletting, all rentals received by Landlord from such
      reletting shall be applied first, to the payment of any indebtedness other
      than
      rent due hereunder from Tenant to Landlord; second, to the payment of any costs
      and expenses of such reletting, including brokerage fees and attorneys’ fees,
      and of costs of such alterations and repairs; third, to the payment of the
      monthly rental and additional rent due and unpaid hereunder, and the residue,
      if
      any, shall be held by Landlord and applied against payments of future monthly
      rental and additional rent as the same may become due and payable hereunder;
      in
      no event shall Tenant be entitled to any excess rental received by Landlord
      over
      and above charges that Tenant is obligated to pay hereunder, including monthly
      rental and additional rent; if such rental received from such reletting during
      any month is less than those to be paid during the month by Tenant hereunder,
      including monthly rental and additional rent, Tenant shall pay any such
      deficiency to Landlord, which deficiency shall be calculated and paid monthly;
      Tenant shall also pay Landlord, as soon as ascertained and upon demand, all
      costs and expenses incurred by Landlord in connection with such reletting and
      in
      making any alterations and repairs which are not covered by the rentals received
      from such reletting; notwithstanding any such reletting without termination,
      Landlord may at any time thereafter elect to terminate this Lease for such
      previous breach.

    


    Tenant
      acknowledges that the Premises are to be used for commercial purposes, and
      Tenant expressly waives the protections and rights set forth in Official Code
      of
      Georgia Annotated Section 44-7-52.

    
      


      
        
          
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    Notwithstanding
      anything to the contrary contained herein, Landlord agrees to use commercially
      reasonable efforts to mitigate its damages in the event of an Event of Default;
      provided, however in no event shall Landlord be obligated to favor the Premises
      over any other vacant space in the Building.

     

    17. ASSIGNMENT
      AND SUBLETTING.

     

    Tenant
      shall not, without the prior written consent of Landlord, which shall not be
      unreasonably withheld, assign this Lease or any interest hereunder, or sublet
      the Premises or any part thereof, or permit the use of the Premises by any
      party
      other than the Tenant. Consent to any assignment or sublease shall not impair
      this provision and all later assignments or subleases shall be made likewise
      only on the prior written consent of Landlord. The assignee of Tenant, at the
      option of Landlord, shall become liable to Landlord for all obligations of
      Tenant hereunder, but no sublease or assignment by Tenant shall relieve Tenant
      of any liability hereunder. Consent to any assignment or sublease shall nullify
      any lease options or first rights of refusal. Notwithstanding
      the foregoing but subject to the terms and conditions set forth herein, Tenant
      may assign this Lease or sublet the Premises or any portion thereof, without
      restrictions, to any partnership, corporation or limited liability company
      which
      controls, is controlled by, or is under common control with Tenant, to any
      partnership, corporation or limited liability company resulting from a merger
      or
      consolidation with Tenant, or to any person or entity which acquires all the
      assets of Tenant provided that in any such event such assignee (i) has a net
      worth equal to or greater than the net worth of Tenant as of the date of this
      Lease, and (ii) assumes in writing all of Tenant’s obligations under this
      Lease.

     

    18. EMINENT
      DOMAIN.

     

    If
      all or
      any part of Premises or the land on which Building stands or any estate therein
      are taken by virtue of eminent domain or conveyed or leased in lieu of such
      taking, this Lease shall expire on the date when title shall vest, or the term
      of such lease shall commence, and any rent paid for any period beyond said
      date
      shall be repaid to Tenant. It is expressly agreed that the Tenant shall not
      have
      any right or claim of any award made to or received by the Landlord for such
      taking. The widening of streets abutting the land on which the Building stands
      shall not affect this Lease, provided no part of the Building is so taken.
      Nothing herein contained, however, shall preclude Tenant from claiming, proving,
      and receiving from the condemning authority a separate award for the value
      of
      any of Tenant’s personal property taken which Tenant could have rightfully
      removed from the Premises hereunder and for relocation and moving expenses,
      so
      long as the Landlord’s award is not thereby reduced.

     

    19. LANDLORD’S
      ENTRY OF PREMISES.

     

    Landlord
      may enter the Premises with prior notice, except in case of emergencies, at
      reasonable hours with prospective purchasers or tenants, or to inspect the
      Premises, or to make repairs required by Landlord under the terms hereof or
      repairs to adjoining space within the Building.

    
      


      
        
          
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    20. TRANSFER
      OF TENANTS.

    


    Intentionally
      omitted.

     

    21. SUBORDINATION.

     

    Landlord
      may, from time to time, grant first lien deeds of trust, security deeds,
      mortgages, or other first lien security interests covering its estate in the
      Building (each a “Mortgage”). Tenant agrees that this Lease shall be subject and
      subordinate to each Mortgage, including any modifications, extensions, renewals
      thereof and advances thereunder from time to time in effect. The foregoing
      provisions shall be self operative, and no further instrument of subordination
      shall be required to make this Lease subject and subordinate to any Mortgage.
      Tenant shall, upon request, from time to time execute and deliver to Landlord
      or
      the holder of any Mortgage any instrument requested by Landlord or the holder
      of
      such Mortgage to evidence the subordination of this Lease to any such Mortgage.
      Tenant agrees to recognize and attorn to any party succeeding to the interest
      of
      Landlord as a result of the enforcement of any Mortgage, and be bound to such
      party under all the terms, covenants, and conditions of this Lease, for the
      balance of the Term of this Lease, including any extensions or renewals thereof,
      with the same force and effect as if such party were the original Landlord
      under
      this Lease. Upon the request of Landlord, Tenant agrees to execute a
      subordination and attornment agreement incorporating the provisions set forth
      above and otherwise in form reasonably acceptable to Landlord.

     

    22. INDEMNITY
      AND INSURANCE.

     

    Tenant
      agrees to and hereby does indemnify and save Landlord harmless against all
      claims for damages to persons or property by reason of Tenant’s use or occupancy
      of the Premises, and all expenses incurred by Landlord because thereof,
      including attorneys’ fees and court costs. Supplementing the foregoing and in
      addition thereto, Tenant shall during the Term of this Lease and any extension
      or renewal thereof, and at Tenant’s expense, maintain in full force and effect
      comprehensive general liability insurance with limits of $500,000.00 per person
      and $1,000,000.00 per incident, and property damage limits of $100,000.00,
      which
      insurance shall contain a special endorsement recognizing and insuring any
      liability accruing to Tenant under the first sentence of this Paragraph 22,
      and
      naming Landlord as additional insured. Tenant shall provide evidence of such
      insurance to Landlord prior to the commencement of the Term of this Lease.
      Landlord and Tenant each hereby release and relieve the other, and waive its
      right of recovery, for loss or damage arising out of or incident to the perils
      insured against which perils occur in, on, or about the Premises, whether due
      to
      the negligence of Landlord or Tenant or their Brokers, employees, contractors,
      and/or invitees, to the extent that such loss or damage is within the policy
      limits of said comprehensive general liability insurance. Landlord and Tenant
      shall, upon obtaining the policies of insurance required, give notice to the
      insurance carrier or carriers that the foregoing mutual waiver of subrogation
      is
      contained in this Lease.

     

    23. RIGHTS
      CUMULATIVE.

     

    All
      rights, powers, and privileges conferred hereunder upon the parties hereto
      shall
      be cumulative and not restrictive of those given by law.

    
      


      
        
          
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24. HOLDING
          OVER.

      

    

    


    If
      Tenant
      remains in possession of the Premises after expiration of the Term hereof,
      with
      Landlord’s acquiescence and without any express agreement of the parties, Tenant
      shall be a tenant at will at the rental rate which is in effect at the end
      of
      this Lease and there shall be no renewal of this Lease by operation of law.
      If
      Tenant remains in possession of the Premises after expiration of the Term hereof
      without Landlord’s written consent, Tenant shall be a tenant at sufferance. In
      the event Tenant remains in possession of the Premises after the expiration
      of
      the Term hereof, with Landlord’s written consent, then Tenant shall be deemed a
      month-to-month tenant with such tenancy terminable upon thirty (30) days advance
      written notice by either party. In any event, during any such holdover and
      commencing on the date following the date of such expiration, the monthly rental
      payable under Section 3 above shall for each month, or fraction thereof during
      which Tenant so remains in possession of the Premises, be one hundred fifty
      percent (150%) of the monthly rental otherwise payable under Section 3 above.
      

    


    25. WAIVER
      OF RIGHTS.

     

    No
      failure of Landlord to exercise any power given Landlord hereunder or to insist
      upon strict compliance by Tenant of its obligations hereunder and no custom
      or
      practice of the parties at variance with the terms hereof shall constitute
      a
      waiver of Landlord’s right to demand exact compliance with the terms
      hereof.


     

    26. SECTION
      TITLES.

    


    The
      section titles in this Lease are included for convenience only and shall not
      be
      taken into consideration in any construction or interpretation of this Lease
      or
      any of its provisions.


     

    27. NOTICE.

    


    (a) Any
      notice by either party to the other required or permitted under this Lease
      shall
      be valid only if in writing and shall be deemed to be duly given only if
      delivered personally or sent by registered or certified mail addressed (1)
      if to
      Tenant, at the Premises, and (2) if to Landlord, at the address set forth
      herein, or at such other address for either party as that party may designate
      by
      notice to the other; notice shall be deemed given, if delivered personally,
      upon
      delivery thereof, and if mailed upon the mailing thereof.

    (b) Tenant
      hereby appoints as its agent to receive service of all dispossessory or distrain
      proceedings, the person in charge of the Premises at the time of occupying
      the
      Premises; and if there is no person in charge or occupying same, then such
      services may be made by attachment thereof on the main entrance to the
      Premises.

    
      


      
        
          
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28. DEFINITIONS.

      

    

    


    “Landlord”
      as used in this Lease shall include the undersigned, its heirs, representatives,
      assigns, and successors in title to the Premises. “Tenant” shall include the
      undersigned, its heirs, representatives, and successors, and if this Lease
      is
      validly assigned or sublet, shall also include Tenant’s assigns or subtenant
      covered by such assignment or sublease. “Broker” and “Co-Broker” shall include
      the undersigned, their successors, assigns, heirs, and representatives.
“Landlord”, “Tenant”, “Broker” and “Co-Broker” include male and female, singular
      and plural, corporation, partnership, or individual, as may fit the particular
      parties.


     

    29. ENTIRE
      AGREEMENT.

    


    This
      Lease contains the entire agreement of the parties hereto, and no
      representations, inducements, promises, or agreements, oral or otherwise,
      between the parties, not embodied herein, shall be of any force or effect.
      No
      subsequent alteration, amendment, change, or addition to this Lease, except
      as
      to changes or additions to the Rules and Regulations described in Paragraph
      14,
      shall be binding upon Landlord or Tenant unless reduced to writing and signed
      by
      Landlord and Tenant.


     

    30. ATTORNEYS’
      FEES.

    


    In
      the
      event that any action or proceeding is brought to enforce any term, covenant
      or
      condition of this Lease on the part of Landlord or Tenant, the prevailing party
      in such litigation shall be entitled to recover reasonable attorneys’ fees to be
      fixed by the court in such action or proceeding, in an amount at least equal
      to
      fifteen percent (15%) of any damages due from the non-prevailing party.
      Furthermore, Landlord and Tenant agree to pay the attorneys’ fees and expenses
      of (a) the other party to this Lease (either Landlord or Tenant) if it is made
      a
      party to litigation because of its being a party to this Lease and when it
      has
      not engaged in any wrongful conduct itself, and (b) Broker, if Broker is made
      a
      party to litigation because of its being a party to this Lease and when Broker
      has not engaged in any wrongful conduct itself.


     

    31. LIMITATION
      ON BROKER’S SERVICES AND DISCLAIMER.

    


    ACKERMAN
      & CO. (“Broker”), and CB
      RICHARD ELLIS, INC. (“Co-Broker”)
      are the only brokers involved in the procurement of this Lease. Tenant must
      look
      solely to Landlord regarding all covenants and agreements contained herein,
      and
      Broker and Co-Broker shall never be liable to Tenant regarding any matter which
      may arise by virtue of this Lease. 


     

    32. NO
      ESTATE IN LAND.

    


    This
      Lease shall create the relationship of landlord and tenant between the parties
      hereto. Tenant has only a usufruct not subject to levy and sale, and not
      assignable by Tenant except by Landlord’s consent.

    
      


      
        
          
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    33. TIME
      OF ESSENCE.

    


    Time
      is
      of the essence of this Lease.


     

    34. REAL
      ESTATE COMMISSION.

    


    Landlord
      agrees to pay to Broker and Co-Broker for negotiating this Lease, a commission
      as agreed to in a separate agreement. Tenant warrants and represents that it
      has
      had no dealings with any broker or broker(s) in connection with this Lease,
      other than Broker and Co-Broker and Tenant covenants to pay, hold harmless,
      and
      indemnify Landlord from and against any and all cost, expense, or liability
      for
      any compensation, commissions, or charges claimed by any broker or broker(s)
      on
      behalf of the Tenant with respect to this Lease or negotiations thereof, other
      than Broker and Co-Broker.


     

    35. EXCULPATION
      OF LANDLORD.

    


    Landlord’s
      obligations and liability to Tenant with respect to this Lease shall be limited
      solely to Landlord’s interest in the Building, and neither Landlord nor any
      joint ventures, partners, officers, directors, employees, or shareholders of
      or
      in Landlord shall have any personal liability whatsoever with respect to this
      Lease.


     

    36. CERTAIN
      ENVIRONMENTAL MATTERS.

    


    (a) Tenant
      shall not use, store, treat, discard, or dispose of any hazardous substances
      in
      or about the Premises. For purposes of this Lease, “hazardous substances” shall
      mean and include those elements or compounds which are contained in the list
      of
      hazardous substances adopted by the Environmental Protection Agency (EPA) and
      the list of toxic pollutants designated by Congress or the EPA under any
      applicable environmental law or legislation; as such lists may be supplemented,
      amended, or newly enacted from time to time. To the extent that any of the
      applicable environmental laws of the State of Georgia establish a meaning for
      “hazardous substances” which is broader than that specified in any federal
      legislation or laws, such broader meaning shall apply. “Applicable environmental
      law” shall mean and include the collective aggregate of the following: any law,
      statute, ordinance, rule, regulation, order, or determination of any
      governmental authority or any board of fire underwriters (or body exercising
      similar functions) or any restrictive covenant or deed restriction (recorded
      or
      otherwise) affecting the Premises pertaining to health or the
      environment.

    (b) The
      occupancy, operation, and use of the Premises by Tenant shall not violate any
      applicable environmental laws, of any federal, state, local, or other
      governmental authority.

    
      


      
        
          
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    (c) Without
      limiting the generality of the above, Tenant represents that it is not the
      subject of any pending or, to the best of Tenant’s knowledge, threatened
      investigation or inquiry by any governmental authority, or subject to any
      remedial obligations under any applicable environmental laws, including, without
      limitation, the Comprehensive Environmental Response, Compensation, and
      Liability Act of 1980, as amended (“CERCLA”), the Resource Conservation and
      Recovery Act of 1987, as amended (“RCRA”), and any and all applicable state
      laws, and this representation and warranty would continue to be true and correct
      following disclosure to any applicable governmental authority of all relevant
      facts, conditions, and circumstances pertaining to the Tenant.

    (d) Tenant
      represents that it is not required to obtain any permits, licenses, or
      authorization to occupy, operate, or use any portion of the Premises by reason
      of any applicable environmental laws.

    (e) Tenant
      represents that it has not received any notice from any governmental authority
      with respect to any violation of any applicable environmental laws.

    (f) Tenant
      shall not cause any violation of any applicable environmental laws, nor permit
      any sub-tenant of any portion of the Premises to cause such a violation, nor
      permit any environmental liens to be placed on any portion of the Building
      or
      the Premises.

    (g) Tenant
      shall give notice to Landlord immediately upon (i) Tenant’s receipt of any
      notice from any governmental authority of a violation of any applicable
      environmental laws or upon acquiring knowledge of the receipt of any such notice
      by any sub-tenant of any portion of the Premises, and (ii) acquiring knowledge
      of the presence of any hazardous substances on the Premises in a condition
      that
      is resulting or could reasonably be expected to result in any adverse
      environmental impact, with a full description thereof. Tenant shall promptly
      comply with all applicable environmental laws requiring the notice, removal,
      treatment, or disposal of such hazardous substances, caused by or within the
      control of Tenant and provide the Landlord with satisfactory evidence of such
      compliance.


     

    37. FORCE
      MAJEURE.

    


    Whenever
      a period of time is herein prescribed for action to be taken by Landlord,
      Landlord shall not be liable or responsible for, and there shall be excluded
      from the computation of any such period of time, any delays due to strikes,
      riots, acts of God, shortages of labor or materials, theft, fire, public enemy,
      injunction, insurrection, court order, requisition, or any other causes or
      any
      kind whatsoever which are beyond the control of Landlord.

     

    38. SEVERABILTIY.

     

    The
      terms, conditions, covenants, and provisions of this Lease shall be deemed
      to be
      severable. If any clause or provision herein contained shall be adjudged to
      be
      invalid or unenforceable by a court of competent jurisdiction or by operation
      of
      any applicable law, it shall not affect the validity of any other clause or
      provision herein, but such other clauses or provisions shall remain in full
      force and effect.


     

    39. QUIET
      ENJOYMENT.

    


    If
      Tenant
      shall pay the rent herein and other amounts to be paid by Tenant to Landlord,
      and will and faithfully keep, perform, and observe all of the covenants,
      agreements, and conditions herein stipulated to be kept, performed, and observed
      by Tenant, Tenant shall at all times during the term of the Lease have the
      peaceable and quiet enjoyment of the Premises without hindrance of Landlord
      or
      any person lawfully claiming under Landlord subject, however, to the terms
      of
      this Lease and any Mortgage placed on the property of which the Premises are
      a
      part.

    
      


      
        
          
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40. PURCHASE
          OF PROPERTY BY TENANT.

      

    

    


    In
      the
      event that Tenant acquires title to the property of which the Premises are
      a
      part, or any part thereof, or any premises as an expansion of, addition to
      or
      substitution for the Premises at any time during the Term of this Lease, or
      any
      renewals thereof, or within six (6) months after the expiration of the term
      hereof or the extended term hereof, Landlord shall pay Broker a commission
      on
      the sale of the property in lieu of any further commission which otherwise
      would
      have been due under this Lease. Such commission, as negotiated between the
      parties, shall be six
      percent (6%)
      of the
      gross sales price, payable in full in cash at closing.

     

    41. AGENCY
      DISCLOSURE.

     

    Landlord
      and Tenant hereby acknowledge that Broker has acted as an agent for Landlord
      in this
      transaction and will be paid a commission by the Landlord and that Co-Broker
      has
      acted as an agent for Tenant
      in this
      transaction and will be paid a real estate commission by the
      Landlord.

     

    42. NO
      OPTION.

     

    The
      submission of this Lease for examination does not constitute a reservation
      of or
      option for the Premises, and this Lease shall become effective only upon
      execution and delivery of a fully executed Lease by Landlord.

     

    43. SPECIAL
      STIPULATIONS.

     

    The
      Special
      Stipulations in Exhibit
      “B”
      shall,
      if conflicting with the foregoing provisions of this Lease,
      control.

    


    [
      SIGNATURES ON FOLLOWING PAGE ]

     

    
      
        
          
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    IN
      WITNESS WHEREOF, the parties have hereunto set their hands and seals the day
      and
      year first above written.

    

      
        	
                Signed,
                  sealed and delivered in the presence of:

              	 	
                TENANT: 
                  SIMTROL,
                  INC., a
                  Delaware Corporation

              
	 	
                By: 
                  /s/
                  Stephen Samp

              
	
                Witness 
                  

                 

                 

                 

                 

                 

                 

                 

                Signed,
                  sealed and delivered in the presence of:

              	
                Name
                  Printed:  Stephen
                  Samp

              
	
                Its: 
                  Chief
                  Financial Officer

              
	 
	
                Address:  
                  520
                  Guthridge Court, Suite 250
                  Norcross,
                    GA 30092

                

              
	
                Phone: (678)
                  533-1242

              
	 
	
                LANDLORD: 
                  NARMADA
                  PARTNERS, LLC

              
	 	
                By: 
                  /s/
                  Dilip Naik

              
	
                Witness

              	
                Name
                  Printed:  Dilip
                  Naik

              
	
                Its: 
                  Managing
                  Partner

              
	 
	
                Address:  
                  520
                  Guthridge Court, Suite 200

              
	
                Norcross,
                  GA 30092

              
	
                Phone:       
                  770-453-9190

              
	
              


      

    

     

    
      
        
          
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EXHIBIT
          “A”

      

    

    


    DESCRIPTION
      OF PREMISES

     

    [See
      attached]

     

    
      
        
          
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    EXHIBIT
      “A-1”

    


    PLANS

    


    [See
      attached]

     

    
      
        
          
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    EXHIBIT
      “B”

    


    SPECIAL
      STIPULATIONS

     

    1. LETTER
      OF CREDIT.

    


    (a) Upon
      the
      execution and delivery of this Lease by Tenant, Tenant shall deliver to Landlord
      $100,000.00 (the “Additional
      Security Deposit”)
      in the
      form of a standby, unconditional, irrevocable letter of credit, naming Landlord
      and Landlord’s successors and assigns as beneficiary, issued by any well
      capitalized state or national bank having banking offices in Atlanta, Georgia
      and over $300,000,000 in assets for call-reporting purposes (a “Permitted
      Issuer”), permitting full or partial draws thereon by Landlord’s presentation of
      a request for draw and statement that an Event of Default (as defined in Section
      15 of the Lease) then exists under this Lease and otherwise in form and content
      reasonably acceptable to Landlord (a “Qualified
      Letter of Credit”).
      Tenant shall from time to time cause its Qualified Letter of Credit to be
      renewed as a Qualified Letter of Credit or replaced with a new Qualified Letter
      of Credit no later than thirty (30) days (i) prior to any expiration date
      thereof so that a Qualified Letter of Credit remains in effect for thirty (30)
      days after the scheduled expiration date of the Term, or (ii) after the issuer
      of the Qualified Letter of Credit then posted with Landlord ceases to qualify
      as
      a Permitted Issuer. If Tenant fails timely to renew or replace any letter of
      credit as required in the preceding sentence, then, in addition to any other
      remedy set forth in the Lease, Landlord shall have the right to draw on such
      letter of credit and to retain the amounts so drawn as security for the faithful
      performance by Tenant of all the terms and conditions of this Lease on the
      part
      of Tenant to be performed during the Term. In the event Landlord draws on such
      letter of credit in accordance with the foregoing sentence, Landlord shall
      hold
      such funds as an additional Security Deposit in compliance with Section 5 of
      this Lease. Landlord may draw upon the letter of credit and apply the proceeds
      thereof to cure any uncured Event of Default under this Lease.

    


    (b) The
      Additional Security Deposit is not an advance payment of rent or a measure
      or
      limit of Landlord’s damages upon an Event of Default. Landlord may, from time to
      time and without prejudice to any other remedy otherwise available to Landlord,
      use an amount of the Additional Security Deposit not to exceed the amount of
      the
      default to cure any Event of Default. Notwithstanding the
      foregoing, in the event of an Event of Default by Tenant, Landlord shall have
      the right to draw down the Additional Security Deposit in such amount as
      Landlord reasonably estimates shall be required to cure such Event of Default.
      Following any such application of the Additional Security Deposit, Tenant shall
      either (i) restore the letter of credit to the full amount required hereunder,
      or (ii) pay to Landlord on demand such amount so applied which shall be held
      by
      Landlord as an additional Security Deposit in accordance with the terms of
      Section 5 of this Lease. 

    


    (c) The
      Additional Security Deposit may be commingled with other funds, and no interest
      shall be paid thereon. If Landlord transfers its interest in this Lease and
      the
      transferee assumes Landlord’s obligations under this Lease accruing after the
      date of the transfer, then Landlord may assign the Additional Security Deposit
      to the transferee and Landlord thereafter shall have no further liability with
      regard to the Additional Security Deposit, including the return thereof. Any
      failure to present or delay in presenting any draft pursuant to the Qualified
      Letter of Credit shall not constitute a waiver of Landlord’s right to present
      such draft or exercise any other right or remedy available to Landlord at law
      or
      under the terms of this Lease.

    
       

      
        
          
            
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    (d) Notwithstanding
      anything to the contrary contained herein, provided that no Event of Default
      has
      occurred under this Lease for each twelve (12) full calendar month period
      following the Commencement Date of this Lease, then upon Tenant’s written
      request, Landlord shall join in a letter from Tenant instructing the issuer
      of
      the Qualified Letter of Credit to decrease the amount of the letter of credit
      by
      $20,000.00. If an Event of Default shall have occurred at any time during the
      first twelve (12) full consecutive calendar months of the Term of this Lease,
      or
      any twelve (12) consecutive calendar month period thereafter, Landlord shall
      not
      be required to join in any subsequent letter instructing the issuer of the
      Qualified Letter of Credit to decrease the Qualified Letter of Credit nor shall
      Tenant be entitled to decrease the Qualified Letter of Credit and Tenant’s
      obligation to maintain a Qualified Letter of Credit in accordance with
      subsection (a) above shall continue for the duration of this Lease.


     

    2. IMPROVEMENTS.

     

    (a) Notwithstanding
      anything to the contrary contained or implied in the Lease, hereby, Tenant
      agrees that, except as specifically and expressly provided in Subsection 2(b)
      below, it will accept possession of the Premises,
      in an
“AS
      IS,
      WHERE IS”
      condition, and that no representations, warranties, or inducements, with respect
      to any condition of the Premises
      have
      been
      made by Landlord, or its designated representatives, to Tenant, or its
      designated representatives. In furtherance of the foregoing, Tenant hereby
      acknowledges that, except as specifically and expressly provided in Subsection
      2(b) below, no promises to decorate, alter or improve the
      Premises
      either
      before or after the execution of this Lease have been made to Tenant, or its
      designated representatives, by Landlord, or its designated
      representatives.

     

    (b) Provided
      Tenant is not in default of the Lease, and subject to and upon the terms and
      conditions set forth herein, Landlord agrees to construct certain improvements
      (the “ Premises Improvements”)
      in the
Premises
      at
      Landlord’s cost and expense in accordance with the plans prepared by M.
      Christopher Baldwin dated June 20, 2007, and attached hereto as Exhibit
      “A-1”
      (the
“Plans”).
      Tenant acknowledges and agrees that if Tenant desires any improvements to
      the
      Premises Improvements
      in
      excess
      of or different from the Plans (“Changes”),
      such
      Changes shall be subject to Landlord’s prior written approval, which approval
      shall not be unreasonably withheld provided the same are not structural in
      nature. Tenant shall be responsible for the costs of such Changes (including,
      without limitation, design, construction and construction management costs,
      and
      any architectural fees, space planning, engineering fees and construction
      management fees), and of any delays resulting there from, all of which costs
      shall be payable at the time Tenant authorizes such Changes to be performed
      in
      the Premises
      (i.e.,
      upon Tenant’s approval of the final working drawings and specifications and/or
      Tenant’s and Landlord’s approval of any change order in connection with such
      Changes). Any approval by Landlord of, or consent by Landlord to, the Plans
      or
      other items to be submitted to and/or reviewed by Landlord pursuant to this
      Lease, shall be deemed to be strictly limited to an acknowledgment of approval
      or consent by Landlord thereto, and such approval or consent shall not
      constitute the assumption by Landlord of any responsibility for the accuracy,
      sufficiency or feasibility of the Plans, and shall not imply any acknowledgment,
      representation or warranty by Landlord that the design is safe, feasible,
      structurally sound or will comply with any legal or governmental requirements,
      and Tenant shall be responsible for all of the same. Subject to the foregoing,
      Tenant’s occupancy of any portion of the
      Premises
      shall be
      conclusive evidence that Tenant has accepted the Premises
      and
      shall be deemed conclusively to establish that Landlord’s construction
      obligations with respect to the Premises have been completed in accordance
      with
      the Plans.

    
       

      
        
          
            
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    (c) If
      Landlord shall be delayed in substantially completing Landlord’s construction of
      the Premises
      Improvements as a result of: (i) the incorporation by Tenant of any non-building
      standard materials, finishes or installations into the work contemplated by
      the
      Plans; (ii) Tenant’s Changes to the Plans; (iii) Tenant’s failure to timely
      furnish any revisions of the Plans in connection with any Changes to the Plans;
      (iv) Tenant’s failure to pay to Landlord in a timely manner the costs referenced
      in Subsection 2(b) hereof with respect to any Changes to the Plans; or (v)
      any
      other act or omission caused by or on behalf of Tenant, including, without
      limitation, the breach by Tenant of its obligations under the Lease, as amended
      hereby (each, a “Tenant
      Delay”);
      then
      Landlord shall not be responsible for any such delays and the Premises
      Commencement Date shall be accelerated by the number of days of such delay
      as
      more particularly set forth in Section 7 above.

    


    (d) Tenant
      hereby appoints Billy Moring as the authorized representative of Tenant for
      purposes of dealing with Landlord with respect to all matters involving,
      directly or indirectly, the Plans and the
      Premises
      Improvements, including, without limitation, any Changes to the Plans (such
      person hereafter referred to as the “Designated
      Representative”).
      Tenant hereby represents and warrants to Landlord that the Designated
      Representative has the requisite power and authority to deal with Landlord
      in
      the manner contemplated herein, and that Tenant shall be bound by the acts
      and
      omissions of the Designated Representative.

    


    (e) Landlord
      at its discretion may permit Tenant and its agents to enter the Premises
      up
      to two
      (2) weeks prior to the Lease Commencement Date to prepare the Premises
      for
      Tenant’s use and occupancy thereof. Any such permission shall constitute a
      license only, conditioned upon Tenant’s: (i) working in harmony with Landlord
      and Landlord’s agents, contractors, workmen, mechanics and suppliers and with
      other tenants and occupants of the Building; (ii) obtaining in advance
      Landlord’s reasonable approval of the contractors proposed to be used by Tenant;
      and (iii) furnishing Landlord with such insurance as Landlord may reasonably
      require against liabilities which may arise out of such entry. Landlord shall
      have the right to withdraw such license for any reason upon twenty four (24)
      hours’ written notice to Tenant. Landlord shall not be liable in any way for any
      injury, loss or damage which may occur to any of Tenant’s property or
      installations in the
      Premises
      prior to
      the Premises
      Commencement Date. Tenant shall protect, defend, indemnify and save harmless
      Landlord from all liabilities, costs, damages, fees and expenses arising out
      of
      the activities of Tenant or its agents, contractors, suppliers or workmen in
      the
Premises
      or the
      Building. Any entry and occupation permitted under this Subsection 2(e) shall
      be
      governed by the terms of the Lease. 

    


    (f) If
      Landlord, for any reason whatsoever, cannot deliver possession of the
Premises
      or any
      portion thereof, to Tenant on or before September 1, 2007, then (A) this Lease
      shall not be void or voidable, (B) neither party shall be liable to the other
      for any loss or damage resulting therefrom, and (C) Tenant shall not be entitled
      to any compensation, consolation, consideration, replacement of such space,
      or
      any or remedy from or against Landlord by reason of such failure or inability
      to
      take possession of the
      Premises
      Area or
      any portion thereof except as otherwise expressly set forth in Section 7 of
      the
      Lease.

     

    
      
        
          
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    EXHIBIT
      “C”

    


    OPERATING
      EXPENSES

     

    The
      term
“Operating
      Expenses”
shall
      include, without limitation, the following items:

    


    General
      administrative and management fees; water and sewer charges; sanitary
      assessments; garbage and waste disposal; license, permit and inspection fees;
      heat, light, power and other utilities; air conditioning and ventilation;
      elevator and escalator services; plumbing service; janitorial and cleaning
      service; maintenance, repair and service contracts; watchmen, guards and
      personnel engaged in the management, operation, maintenance, repair and
      protection of the Project, together with wages, fringe benefits, payroll taxes
      and employee benefits applicable thereto; insurance, including, without
      limitation, fire and extended coverage, rent loss and boiler and machinery
      coverage and personal injury and property damage liability insurance; supplies,
      materials, tools and equipment; all costs and expenses of contesting by
      appropriate legal proceedings any matter concerning operating or managing the
      Project or the amount of validity of any property taxes levied against the
      Project; the costs and expenses of all personal property, fixtures and equipment
      (including window washing machinery) used in the management, operation,
      maintenance and repair of the Project, including, without limitation, exterior
      window coverings provided by Landlord and carpeting in public corridors and
      common areas; all fees for professional services (including, but not limited
      to,
      attorneys’ and accountants’ fees) rendered in connection with the operation,
      administration and management of the Project; all costs and expenses of repair,
      maintenance and cleaning of the roof and exterior of the Building, sidewalks
      and
      related common areas (including loading docks) contiguous to the Building and
      all common areas (including stairs and elevators) window cleaning and similar
      functions; any insurance deductibles (provided, however in no event shall any
      insurance deductible exceed Two Thousand Five Hundred and 00/100 Dollars
      [$2,500.00]); all costs and expenses for repair and maintenance of all support
      systems serving the Project, including, but not limited to, water, electrical,
      gas, fuel, steam, smoke, sewage, elevator, heating, ventilation and air
      conditioning systems serving the Building; reserves for alterations, repairs
      and
      replacement; and all other expenditures with respect to the operation,
      maintenance, administration and management of the Project which are affected
      in
      accordance with accepted principles of sound management and accounting practices
      as applied to the operation, maintenance, administration and management of
      first-class office buildings in Atlanta, Georgia, all real estate taxes,
      assessments and other governmental levies and charges, general and special,
      ordinary and extraordinary, unforeseen as well as foreseen, of any kind and
      nature (including any interest on such assessments whenever the same are
      permitted to be paid in installments) which may presently or hereafter be
      imposed, levied, assessed or confirmed by any lawful taxing authorities or
      which
      may become due and payable out of or for, or which may become a lien or charge
      upon or against the whole, or any part, of the Project, Land, Building and
      all
      other improvements now or at any time during the Lease Term constituting a
      part
      of the Project, or any taxes in lieu thereof which would be payable even if
      the
      Project were the sole property of Landlord and the income from the Project
      were
      the sole income of Landlord (all of which real estate taxes, assessments,
      levies, charges and costs are hereafter collectively referred to as
“Taxes”);
      Landlord shall have sole, absolute and unrestricted right, but not the
      obligation, to contest the validity or amount of the taxes by appropriate
      proceedings, and if Landlord shall institute any such contest of its own
      volition, it shall have the sole, absolute and unrestricted right to settle
      any
      contest, proceeding or action upon whatever terms Landlord may, in its sole
      discretion, determine; and the cost, amortized over such reasonable period
      as
      Landlord shall determine, together with interest at the rate of one percent
      (1%)
      per annum above the prime rate charged by SunTrust Bank from time to time on
      the
      unamortized balance, of any capital improvements or structural alterations
      made
      to the Building by Landlord that reduce or limit costs of any item of Operating
      Expenses or are required under any governmental law or regulation or by
      Landlord’s insurance carrier; provided, however, that Operating Expenses shall
      not include costs of tenant improvements, real estate brokers’ commissions,
      interest directly related to financing the Project, costs of services directly
      recoverable from tenants in the Building and capital items, except the cost
      of
      capital improvements specified above. Landlord and Tenant hereby acknowledge
      and
      agree that some common area expenses may be incurred generally with respect
      to
      the Project, as opposed to being allocable solely to the Premises or to the
      Building in which the Premises is located. Tenant agrees to reimburse Landlord
      for Tenant’s Operating Expenses of the Project in accordance with Section 6 of
      the Lease.

     

    
      
        
          
            
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    EXHIBIT
      “D”

    


    RULES
      AND REGULATIONS

    (Page
      1
      of 2)

    


    
      	1.	
              The
                sidewalks, entry passages, corridors, halls, and stairways shall
                not be
                obstructed by tenants, or used by them for any purpose other than
                those of
                ingress and egress.

            


    

    


    
      	2.	
              The
                water closet and other water apparatus, shall not be used for any
                other
                purpose than those for which they were constructed, and no sweepings,
                rubbish, or other obstructing substances shall be thrown
                therein.

            


    

    


    
      	3.	
              No
                advertisement or other notice shall be inscribed, painted, or affixed
                on
                any part of the outside or inside of the Building. Window shades,
                blinds,
                or curtains of a uniform color and pattern only, as specified by
                Landlord,
                shall be used throughout the Building to give a uniform color exposure
                through exterior windows. No awnings shall be placed on
                Building.

            


    

    


    
      	4.	
              No
                tenant shall do or permit to be done in the Building, or bring or
                keep
                anything thereon, which shall in any way obstruct or interfere with
                the
                rights of other tenants, or in any way injure or annoy them, or conflict
                with the laws relating to fires, or with the regulations of the Fire
                Department, or any part thereof, or conflict with any of the rules
                and
                ordinances of the Board of Health. Tenants, their invitees, and employees
                shall maintain order in the Building, shall not make or permit any
                improper noise in the Building or interfere in any way with other
                tenants
                or those having business with them. No rooms shall be occupied or
                used as
                sleeping or lodging apartments at any time without permission of
                Landlord.
                No part of the Building shall be used or in any way appropriated
                for
                gambling, immoral, or other unlawful practices. No intoxicating liquor
                or
                liquors shall be sold in the Building by Tenant without Landlord’s
                permission.

            


    

    


    
      	5.	
              Tenants
                shall not employ any persons other than the janitors of Landlord
                (who will
                be provided with pass-keys into the offices) for the purpose of cleaning
                or taking care of Premises.

            


    

    


    
      	6.	
              No
                animals (other than assistance animals), birds, bicycles, or other
                vehicles shall be allowed into the offices, halls, corridors, or
                elsewhere
                in the Building.

            


    

    


    
      	7.	
              All
                glass, locks, and trimmings in or upon the doors and windows of the
                Building shall be kept whole, and when any part thereof shall be
                broken,
                the same shall immediately be replaced and put in order under direction
                and to the satisfaction of Landlord, or its broker, and shall be
                left
                whole and in good repair. Tenants shall not deface the Building,
                the
                woodwork, or the walls of the
                Premises.

            


    

    


    
      	8.	
              No
                additional locks or latches shall be put upon any door without the
                written
                consent of Landlord. Tenants at the termination of their Lease of
                the
                Premises shall return to Landlord all keys and security cards to
                doors in
                Building.

            


    

     

     

    
      
        
          
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    EXHIBIT
      “D”

    


    RULES
      AND REGULATIONS

    (Page
      2
      of 2)

    


    
      	9.	
              Landlord
                in all cases retains power to prescribe the weight and position of
                iron
                safes, files having excessive weight, or other heavy articles. Any
                damage
                done to the Building or to tenants or to other persons by taking
                a safe or
                other heavy article in or out of Premises, for overloading a floor,
                or in
                any other manner shall be paid for by tenant causing such
                damage.

            


    

    


    
      	10.	
              Parking
                facilities supplied by Landlord for tenants shall be used for vehicles
                that may occupy a standard parking area only (i.e. 8’ x 13’). Moreover,
                the use of such parking facilities shall be limited to normal business
                parking and shall not be used for a continuous parking of any vehicle
                or
                trailer regardless of size.

            


    

    


    
      	11.	
              The
                Landlord shall not be responsible to any tenant for the non-observance
                or
                violation of any of these Rules and Regulations by any other
                tenants.

            


    

    


    
      	12.	
              Tenant
                shall not permit in the Premises any cooking or the use of any apparatus
                for the preparation of food nor the use of any electrical apparatus
                likely
                to cause an overload of electrical circuits, with the exception of
                a
                microwave oven, coffee machine, or
                refrigerator.

            


    

    


    
      	13.	
              Tenant
                shall maintain no food or drink coin operating vending machines within
                the
                Premises or the Building without the written consent of Landlord;
                such
                consent shall not preclude Landlord from charging Tenant for utility
                costs
                thereof. Tenant agrees that all personal property, including machines
                permitted by Landlord under this paragraph, brought into the Premises
                by
                Tenant, its employees, licensees and invitees shall be at the sole
                risk of
                Tenant and Landlord and shall not be liable for theft or of money
                deposited therein or for any damages thereto; such theft or damage
                being
                the sole responsibility of Tenant.

            


    

    


    
      	14.	
              All
                tenants and occupants shall observe strict care not to leave their
                windows
                or doors open when it rains or snows, or while air-conditioning or
                heating
                systems are in operation, and for any fault or carelessness in any
                of
                these respects, shall indemnify other tenants for any injury sustained
                by
                other tenants, and to Landlord for damage to paint, plastering or
                other
                parts of the Building, resulting from such default or
                carelessness.

            


    

    


    
      	15.	
              Landlord
                may waive one or more of these Rules and Regulations for the benefit
                of
                any particular tenant, but no such waiver by Landlord shall be construed
                as a waiver of such Rules and Regulations in favor of any other tenant,
                nor prevent Landlord from thereafter enforcing such Rules and Regulations
                against any or all of the other tenants of the
                Building.

            


    

    


    
      	16.	
              These
                Rules and Regulations are supplemental to, and shall not be construed
                to
                in any way modify or amend, in whole or in part, the terms, covenants,
                agreements, and conditions of any lease of any premises in the
                Building.

            


    

    


     

    
      
        
          
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    EXHIBIT
      “E”

    


    THE
      LAND

    


    

     

     

    

       

      
        
          
            
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