Exhibit
10.25


 


LEASE AGREEMENT


 


BETWEEN


CORNERS REALTY CORPORATION, INC.


(Landlord)


 


AND


 


CROSS COUNTRY CONSULTING, INC.


 


(Tenant)


 


 


Dated: March 21, 2002


 


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This Lease
Agreement (“Lease”) is made this 21st day of March, 2002 by and between CORNERS
REALTY CORPORATION, INC., a Delaware corporation (“Landlord”), and CROSS
COUNTRY CONSULTING, a Delaware corporation having an address at 6525 The
Corners Parkway, Suite 500, Norcross, Georgia 30092 (“Tenant”).


 


WITNESSETH :


 


The parties hereto, for themselves, their legal representatives,
successors and assigns, agree as follows:


 


1              BASIC
LEASE INFORMATION.  The terms used in
this Lease shall have the meanings set forth in this Paragraph 1.


 


(a)           Building.  The office building located at 6525 The
Corners Parkway, Norcross, GA 30092 and commonly known as “The Corners Office
Park.”


 


(b)           Land.  Those certain parcels of land more
particularly described on Exhibit A attached hereto and made a part
hereof. The Land is part of the Park.


 


(c)           Park.  The Land and all improvements thereon,
including, without limitation, the Building and the Common Areas.


 


(d)           Premises.  Suite 500 substantially as shown on Floor
Plan attached hereto as Exhibit B and made a part hereof, which the
parties agree contains 5,315 rentable square feet as of the date of this Lease.


 


(e)           Common
Areas.  Those certain areas and
facilities of the Building and the Park which are from time to time provided by
Landlord, in its discretion, for the use of tenants and their employees,
clients, customers, guests, licensees and invitees or for use by the public.


 


(f)            Permitted
Uses.  Executive and administrative
offices reasonable and customary for Tenant’s business as an employment agency
and related uses thereto.


 


(g)           Commencement
Date.              May
1, 2002.


 


(h)           Expiration
Date.                       December
31, 2006.


 


(i)            Term.
Approximately Four (4) Years and Eight (8) Months (Total: 56 Months), beginning
on the Commencement Date and ending at 11:59 p.m. on the Expiration Date,
unless this Lease is sooner terminated as provided herein.


 


(j)            Security
Deposit.                      N/A.


 


(k)           Rent.
The Base Rent, the Additional Rent, as defined in Paragraph 3, and all
other sums due from Tenant to Landlord hereunder.


 


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1)             Base
Rent:


 


	
  Lease Period

  	
   

  	
  Per
  Rentable Square 

  Foot

  	
   

  	
  Annually

  	
   

  	
  Monthly

  	
   

  
	
  5/1/02 – 4/30/03

  	
   

  	
  $

  	
  19.00

  	
   

  	
  $

  	
  75,999.96

  	
   

  	
  $

  	
  6,333.33

  	
   

  
	
  5/1/03 – 4/30/04

  	
   

  	
  $

  	
  19.95

  	
   

  	
  $

  	
  106,034.28

  	
   

  	
  $

  	
  8,836.19

  	
   

  
	
  5/1/04 – 4/30/05

  	
   

  	
  $

  	
  20.95

  	
   

  	
  $

  	
  111,349.20

  	
   

  	
  $

  	
  9,279.10

  	
   

  
	
  5/1/05 – 4/30/06

  	
   

  	
  $

  	
  22.00

  	
   

  	
  $

  	
  116,930.04

  	
   

  	
  $

  	
  9,744.17

  	
   

  
	
  5/1/06 – 12/31/06

  	
   

  	
  $

  	
  23.10

  	
   

  	
  $

  	
  81,851.04

  	
  * 

  	
  $

  	
  10,231.38

  	
   

  



 












*              for eight months


 


(m)          Base
Rent Adjustment Amount. Five (5%) percent. (Included in computation in Subparagraph
1(1)).


 


(n)           Tenant’s
Broker(s).       Merrill & Associates


 


(o)           Landlord’s
Broker/Manager.      Trammell Crow Company.


 


(p)           Tenant
Improvement Allowance.  Up to $59,794
(or $11.25 per rentable square foot).


 


2.             TERM AND POSSESSION.


 


(a)           Landlord
hereby leases to Tenant and Tenant hereby leases from Landlord the Premises for
the Term.  During the Term, Tenant shall
have the right to use the Common Areas in common with others and in accordance
with the Lease and the Rules and Regulations.


 


(b)           Notwithstanding
anything contained herein to the contrary, Tenant shall not be required to
remit the Base Rent on 1,315 rentable square feet of the Premises for the first
12 months of the lease term (as reflected in the Base Rent schedule, Paragraph
1(1) above).


 


(c)           In
the event this Lease pertains to Premises in which building interior finish is
to be constructed by Landlord (the “Leasehold Improvements”), the Commencement
Date shall be the date set forth in Subparagraph 1(g). If a Leasehold Improvement
Allowance is set forth in Paragraph 1 above, then Tenant shall be
responsible for all hard and soft costs incurred in connection with the design
and construction of the Leasehold Improvements which are in excess of the
Tenant Improvement Allowance. If Tenant is given a Tenant Improvement
Allowance, it must be used by Tenant within the first six (6) months of the
Term. The “Substantial Completion Date,” if relevant, shall be the date upon
which the Leasehold Improvements have been substantially completed, except for
punch list items, in accordance with the plans and specifications (“Plans and
Specifications”) attached hereto as Exhibit C and made a part hereof and
the Work Agreement (“Work Agreement”) attached hereto as Exhibit D and
made a part hereof, provided however, that if Landlord shall be delayed in such
substantial completion as a result of 
(i) Tenant’s failure to agree to plans, specifications, and cost
estimates 


 


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within five (5) Business Days;
(ii) Tenant’s request for materials, finishes or installations other than
Landlord’s standard; (iii) Tenant’s changes in plans and specifications; (iv)
the performance or completion by a party employed by Tenant; or (v) the failure
by Tenant to make payment for the cost of the Leasehold Improvements in excess
of the Tenant Improvement Allowance as set (forth above, the Commencement Date
and the payment of Rent hereunder shall be accelerated by the number of days of
such delay, and provided further that if Landlord cannot substantially complete
the Premises as a result of any of events (i) through (v) above, Landlord may
at its election complete so much of the Leasehold Improvements as may be
practical under the circumstances and, by written notice to Tenant, establish
the Commencement Date as of the date of such partial completion, subject to any
applicable accelerations due to delays resulting from events (i) through (v)
above. Tenant shall provide Landlord with a punch list within ten (10) days of
the Substantial Completion Date, and Landlord shall proceed to complete these
items promptly. The taking of possession by Tenant shall be deemed conclusively
to establish that the Leasehold Improvements have been completed in accordance
with the plans and specifications (except for punch list items) and that the
Premises are in good and satisfactory condition.


 


(d)           If this Lease is executed before the Premises
become vacant or otherwise available and ready for occupancy, and Landlord
cannot acquire possession of the Premises prior to the Commencement Date,
Landlord shall not be deemed to be in default hereunder, and Tenant agrees to
accept possession of the Premises at such time as Landlord is able to tender
the same, which date shall be deemed the Commencement Date; and Landlord hereby
waives payment of Rent covering any period prior to the tendering of possession
to Tenant hereunder


 


(e)           Landlord may submit to Tenant a written agreement, substantially in the
form annexed as Exhibit E, confirming the date fixed by Landlord, in
accordance with the provisions of this Lease, as the Commencement Date and the
Expiration Date, and Tenant shall execute such agreement and return it to
Landlord within fifteen (15) calendar days thereafter. Any failure of the
parties to execute such written agreement shall not affect the validity of the
Commencement Date or the Expiration Date as fixed and determined by Landlord.
In the event of any dispute as to the substantial completion of work required
to be performed by Landlord, the certificate of Landlord’s architect or general
contractor shall be conclusive. Notwithstanding anything above to the contrary,
Tenant shall have access to the Premises within ten (10) days of the
Commencement Date for the purpose of installing fixtures and furniture but not
for the purpose of conducting business without the payment of Rent.


 


3.             BASE RENT; ADDITIONAL RENT.


 


(a)           Tenant
shall pay in advance to Corners Realty Corporation, Inc., P. 0. Box 531258,
Atlanta, Georgia 30353-1258, Accounts Receivable, or at such other place as
Landlord shall designate in writing, promptly, without notice, demand, offset
or deduction, in lawful money of the United States of America on the first day
of each calendar month during the Term: (i) the Base Rent as set forth in Paragraph
1(1) in equal installments in advance of the first day of each calendar
month of the Term; and (ii) the additional rent (“Additional Rent”) consisting
of all other sums of money as shall become due from and be payable by Tenant
under this Lease including, but not limited to, those described in Subparagraph
3(b) below (for default in the payment of which Landlord shall have the
same remedies as for a default in the payment of Base


 


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Rent). If the Term commences
on a day other than the first day of a month, or terminates on a day other than
the last day of a month, the Base Rent for the first and last partial month
shall be prorated based upon the actual number of days leased in such month.


 


(b)           “Lease
Year,” as used herein, means a period of twelve (12) consecutive calendar
months, or a portion thereof
falling within the Term, with the first Lease Year commencing with the first
day of the calendar month beginning on or after the Commencement Date of the
Term and each subsequent Lease Year commencing on each anniversary during the
Term of the Commencement Date of the first Lease Year. The period, if any, from
the Commencement Date of the Term to the beginning of the first Lease Year
shall be treated as if it were part of the first Lease Year under this Lease
for all purposes.


 


(c)           Simultaneously
with the execution of this Lease, Tenant has paid to Landlord, and Landlord
hereby acknowledges the receipt of the first installment of the Base Rent
(“Initial Installment”). Such sum shall be applied by Landlord to the first
installments) of Base Rent as they become due hereunder. In the event Tenant
fails to take possession of the Premises in accordance with all of the terms
hereof, the Initial Installment shall be retained by Landlord for application
in reduction, but not in satisfaction, of damages suffered by Landlord as a
result of such breach by Tenant.


 


(d)           In
the event Tenant shall fail to pay by the first day of the month when due any
rent or any other charges, fees, costs or expenses which Tenant is obligated or
liable to pay to, refund to or reimburse Landlord, Tenant shall be obligated to
pay interest at the rate of one and one-half percent (1-1/2%) per month (or any
portion of a month) during which such Rent or other obligation remains
outstanding together with a late charge, which shall constitute liquidated
damages, equal to five (5%) percent of the then outstanding Rent or other
obligation. Such interest and late charges shall be deemed Additional Rent and
shall become immediately due and payable along with the Base Rent and
Additional Rent.


 


(e)           The
obligations contained in this Paragraph 3 shall survive the Expiration
Date or earlier termination of this Lease.


 


4.             USE.


 


(a)           Tenant
shall occupy, operate and use the Premises only for the Permitted Uses during
Business Hours (as hereinafter defined) of the Building. Tenant shall comply
with all governmental laws, ordinances and regulations (including, but not
limited to, the Americans with Disabilities Act of 1990), now or hereinafter
enacted (“Laws”) applicable to the Premises, Tenant’s occupancy, use or manner
of use of the Premises and shall promptly comply with all governmental orders
and directives at Tenant’s sole expense. Tenant shall not permit any
objectionable or unpleasant odors, smoke, dust, gas, noise or vibrations to
emanate from the Premises or take any other action which would constitute a
nuisance or would disturb or endanger any other tenants of the Building or
unreasonably interfere with their use of their respective premises or the
Common Areas. Tenant shall not receive, store or otherwise handle any product,
material or merchandise which is explosive or highly flammable.


 


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(b)           Tenant shall not use, handle, store, discharge or fabricate any
Hazardous Substances (as hereinafter defined) in the Premises. The term
“Hazardous Substances,” as used in this Lease shall mean pollutants,
contaminants, toxic or hazardous wastes or pollutants or contaminants, or any
other substances, the removal of which is required or the use of which is
restricted, prohibited or penalized by any “Environmental Law,” which term
shall mean any federal, state or local law, ordinance, statute, rule,
regulation or directive promulgated by any governmental authority relating to
pollution or protection of the environment. Tenant hereby agrees that: (i) no
activity will be conducted on the Premises that will produce any Hazardous
Substance; (ii) the Premises will not be used in any manner for the storage of
any Hazardous Substances except for the temporary storage of such materials as
are customarily used in general business offices in office buildings of this
type (the “Permitted Materials”) provided such Permitted Materials are
properly stored in a manner and location meeting all Environmental Laws and
approved in advance in writing by Landlord; (iii) Tenant will not permit any
Hazardous Substances to be brought onto the Premises, except for the Permitted
Materials, and if so brought or found located thereon, the same shall be
immediately removed, with proper disposal, and all required cleanup procedures
shall be diligently undertaken pursuant to all Environmental Laws. Furthermore,
Tenant shall not use any part of the Premises or the Park without the written
consent of Landlord and lender, for any dry cleaning activities involving
chlorinated solvents or use chlorinated solvents in the operation of its
business, except for products typically used in offices or restaurants, in
which case, all of the removal, disposal and indemnification provisions of this
Lease shall apply. If, at any time during or after the Term, the Premises are
found to be so contaminated or subject to said conditions as a result of a condition caused by Tenant
only. Tenant agrees to indemnify and hold Landlord, its trustees,
partners, affiliates, shareholders, officers, directors, employees, agents,
contractors and the Manager (“Indemnitees”) harmless from all claims, demands,
actions, liabilities, costs, expenses, damages and obligations of any nature
arising from or as a result of the presence or the use of Hazardous Substances
in the Premises by Tenant.


 


(c)           Tenant
will not permit the Premises to be used for any purpose or in any manner
(including without limitation any method of storage) which would render the
insurance thereon void or the insurance risk more hazardous or cause the
Insurance Commissioner or other insurance authority to disallow any sprinkler
credits. If any increase in the fire and extended coverage insurance premiums
paid by Landlord or other tenants for the Building is caused by Tenant’s use
and occupancy of the Premises, or if Tenant vacates the Premises and causes an
increase in such premiums, then Tenant shall pay the amount of such increase to
Landlord as Additional Rent.


 


(d)           If
Tenant shall receive notice of any violation of, or defaults under, any Laws or
Environmental Laws, liens or other encumbrances applicable to the Premises,
Tenant shall give prompt notice thereof to Landlord.


 


(e)           Tenant
agrees that the floor load resulting from Tenant’s furniture, inventory and
equipment pertaining to Tenant’s use of the Premises shall not exceed allowable
design floor loading for the Building. Tenant shall hold harmless Landlord from
any loss, liability and expenses, both real and alleged, arising out of or
caused by Tenant’s negligence or failure to comply with this Subparagraph
(e).


 


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(f)            The
Premises shall not be used for any purpose that would, in Landlord’s reasonable
judgment, create unreasonable or excessive elevator or floor loads, violate the
certificate of occupancy of the Building, impair or interfere with any of the
Building operations or the proper and economic heating, air-conditioning,
cleaning or any other services of the Building or impair the appearance of the
Building.


 


(g)           The
provisions of Paragraph 4 shall survive the termination or earlier
expiration of this Lease.


 


5.             LANDLORD’S SERVICES.


 


(a)           Landlord shall furnish
seasonal air conditioning and heating from 7:00 A.M. to 6:00 P.M. on Mondays
through Fridays and from 9:00 A.M. until 1:00 P.M. on Saturdays (“Business
Hours”) except holidays observed by the City of Atlanta, State of Georgia, the federal government or labor
unions servicing the Building (“Business Days”). As of the date of this Lease,
New Year’s Day, Martin Luther King Day, Memorial Day, Independence Day, Labor
Day, Thanksgiving, the Friday after Thanksgiving and Christmas Day are holidays
observed by the Building (“Holidays”). The Holidays are subject to change from
time to time by Landlord. Should Tenant desire either heating or air
conditioning at other times. Landlord agrees to provide same upon reasonable
advance written request by Tenant, but at Tenant’s expense and at such hourly
rates as may be determined from time to time by Landlord, which charge Tenant
shall pay promptly upon demand by Landlord. Tenant agrees to keep and cause to
be kept closed all window coverings, if any, when necessary because of the sun’s position, and Tenant
also agrees at all times to cooperate fully with Landlord and to abide by all
the reasonable regulations and requirements which Landlord may prescribe for
the proper functioning and protection of the heating, ventilating, and air
conditioning system and to comply with all laws, ordinances and regulations
respecting the conservation of energy. Landlord will not be responsible for
failure of the HVAC System to provide sufficient cooling if such failure
results from occupancy of the Premises by more than one (1) person per one
hundred fifty (150) square feet of usable area or if Tenant shall use in excess
of five (5) watts of electricity per usable square foot for lighting and power.
If the occupancy rate is greater than as described in the previous sentence or
if Tenant’s partitions are arranged in a way which interferes with the normal
operation of the HVAC System, Landlord may elect to make changes to the HVAC
System or the ducts, and the cost shall be reimbursed by Tenant to Landlord as
Additional Rent within ten (10) days after demand. Tenant shall not construct
partitions or other obstructions that may interfere with Landlord’s free access
to mechanical installations in the Premises or interfere with the moving of
Landlord’s equipment to and from such installations. Neither Tenant nor its
agents, employees or contractors shall at any time enter such enclosures or
tamper with, adjust, touch or otherwise affect the mechanical installations. If
Tenant installs equipment which in Landlord’s opinion produces enough heat to
cause comfort problems in the Building or any part thereof, or if Tenant
desires a supplemental air conditioning system and Landlord has approved same,
then Landlord may, at its option, either cause to be designed or permit Tenant
to design a supplemental air conditioning system, subject to Landlord’s
approval, and Landlord shall install such system substantially in accordance
with such design. If Tenant has requested such supplemental system, Tenant
shall be responsible for determining that the design of such system is adequate
for its needs. Tenant 


 


7

















 


agrees to pay Landlord for such equipment,
design, review by Landlord’s architect and engineer, installation, metering and
consumption of electricity for supplemental air conditioning. Any such system
shall be maintained, at Tenant’s sole cost and expense, by a contractor
reasonably approved by Landlord. Landlord shall be named as an additional
beneficiary under any warranty on the supplemental air conditioning system.


 


(b)           Landlord
shall cause the Premises (excluding any secured areas designated by Tenant or
other areas used for the storage, preparation, service or consumption of food
or beverage) to be cleaned five (5) days per week, excluding Holidays, provided
that Tenant shall keep the Premises in order. Notwithstanding the above,
Landlord shall provide general janitorial service to Tenant’s pantry, but such
service shall not include cleaning kitchen equipment or dishes. Tenant shall
not provide any janitorial services for independent contractors without
Landlord’s prior written consent, which consent shall not be unreasonably
withheld and then subject only to supervision by Landlord and by a janitorial
contractor or employees at all times satisfactory to Landlord. Any such
services provided by Tenant shall be at Tenant’s sole risk, cost and
responsibility. Tenant shall pay the cost of removing any of Tenant’s refuse
and rubbish from the Premises and the Building to the extent that the same, in
any one day, exceeds the average daily amount of refuse and rubbish accumulated
in the use of such Premises as offices, as described in Landlord’s cleaning
contract or recommended by Landlord’s cleaning contractor. Bills rendered by
Landlord shall be paid as Additional Rent within ten (10) days after demand.
Tenant shall cause all portions of the Premises used for the storage,
preparation, service or consumption of food or beverages to be cleaned daily in
a manner reasonably satisfactory to Landlord and to be treated whenever there
is evidence of any infestation. Landlord shall have no obligation to clean,
repair, replace or maintain any “private” plumbing fixtures or facilities.


 


(c)           Landlord
shall furnish electric current for Building standard tenant lighting and for
standard office business machinery only from electric circuits designated by
Landlord for Tenant’s use. Such circuits shall be fed into one or more of the
existing electrical panel (s) in the electrical closets located on the same
Building floor as the Premises. Tenant’s usage of the panels on any given floor
shall not exceed Tenant’s pro rata share (based on rentable square footage) of
the panels’ capacity. Tenant agrees that at no time will the connected electrical
load in the Premises exceed in the aggregate five (5) watts per usable square
foot of the Premises. Tenant will not use any electrical equipment which, in
Landlord’s reasonable opinion, will overload the wiring installations or
interfere with the reasonable use thereof by other users in the Building.
Tenant will not, without Landlord’s prior written consent in each instance,
connect any items such as non-Building standard tenant lighting, vending
equipment, or auxiliary air conditioners to the Building’s electrical system or
make any alteration or addition to the system.


 


(d)           Landlord
shall maintain the Common Areas including, but not limited to the corridors,
the windows in the Building, the mechanical, plumbing and electrical equipment
serving the Building and the structure itself, in good order and condition,
except for damage occasioned by the act of Tenant, its agents, servants,
employees, guests or invitees, which damage shall be repaired by Landlord at
Tenant’s expense.


 


8

















 


(e)           Landlord
shall furnish hot and cold water for ordinary drinking, cleaning and lavatory
purposes. If Tenant requires, uses or consumes water for other purposes. Tenant
agrees to install and pay for the cost and maintenance of a meter or other
means to measure Tenant’s water consumption. Tenant shall reimburse Landlord
for the cost of all water excess consumed (including costs of generating hot
water) as Additional Rent, within ten (10) days after demand.


 


(f)            Except for the gross negligence or willful
misconduct of Landlord, its agents, employees, contractors. Landlord shall not
be in default hereunder or be liable for any damages directly or indirectly
resulting from, nor shall the Rent herein reserved be abated by reason of: (i)
the installation, use or interruption of use of any equipment in connection
with the furnishing of any of the foregoing utilities and services; (ii)
failure to furnish or delay in furnishing any such utilities or services when
such failure or delay is caused by Acts of God or the elements, labor
disturbances of any character, any other accidents or other conditions beyond
the reasonable control of Landlord, or by the making of repairs or improvements
to the Premises or to the Building; or (iii) the limitation, curtailment,
rationing or restriction on use of water or electricity, gas or any other form
of energy or any other service or utility whatsoever serving the Premises or
the Building. No diminution or abatement of Rent or other compensation will be
claimed by Tenant as a result therefrom, and no obligations of Tenant
shall be affected or reduced by reason of such interruption, curtailment or
suspension, and the same shall not constitute an actual or constructive
eviction.


 


(g)           Landlord shall provide elevator service to
the Premises during Business Days, and subject to Subparagraph (f) above, on
call at all other times.


 


(h)           Any sums payable under this Paragraph 5
shall be considered Additional Rent and may be added to any installment of Rent
thereafter becoming due and shall accrue late charges as Rent as set forth in Paragraph
16 of this Lease, and Landlord shall have the same remedies for a default
in payment of such sums as for a default in the payment of Rent.


 


(i)            Subject to the provisions of this Lease,
Tenant shall have access to the Premises 24 hours per day, 7 days per week, 365
days per year. Notwithstanding anything to the contrary, it is not the
intention of Landlord or Tenant for Tenant to occupy the Premises for a
24-hours per day business operation.


 


6.             REPAIRS.


 


(a)           Tenant shall, at its own cost and expense,
keep in good repair all portions of the Premises, including but not limited to
glass and plate glass doors, any special store front, interior walls and finish
work, floors and floor coverings, and supplemental or special heating and air
conditioning systems, and shall take good care of the Premises and its fixtures
and permit no waste, except for normal wear and tear. Except as otherwise
provided in this Paragraph 6, Tenant shall not be obligated to repair
any Building Systems (as defined in Subparagraph 7(a)). Notwithstanding
any provision to the contrary, all damage or injury to the Building, or to its
fixtures and appurtenances (including Building Systems), resulting from any act
or omission of, or Alterations made by Tenant or persons within Tenant’s
control shall be repaired by Tenant at 


 


9

















 


Tenant’s sole
cost and expense to the reasonable satisfaction of Landlord if the required
repairs are nonstructural in nature and do not affect any Building Systems or
by Landlord at Tenant’s sole cost and expense if the required repairs are
structural in nature or affect any Building Systems.  If Tenant shall fail, after ten (10) days notice (or such shorter
period as may be required because of an emergency) to proceed with due
diligence to make required repairs, the same may be made by Landlord, and the
expenses incurred with interest at the Applicable Rate (as defined below),
shall be paid as Additional Rent within ten 
(10) days after demand. Except as otherwise provided in this Subparagraph
6(a), Landlord shall not be required to make any repairs or improvements to
the Premises, other than structural, mechanical or electrical repairs necessary
for safety and tenantability, and such repairs shall be made during Business
Hours unless there is an emergency. “Applicable Rate” shall mean the lesser of
(i) three percentage points over the then current “Base Rate” announced by
Citibank, N.A. or its successor (or such other term used by Citibank, N.A. for
the rate presently referred to as its “Base Rate”) and (ii) the maximum rate
permitted by law.


 


(b)           Landlord
shall operate, maintain and make all necessary repairs to the Building Systems
and the public portions of the Building in conformance with standards
applicable to non-institutional, office buildings in Atlanta, except for those
repairs for which Tenant is responsible pursuant to this Lease. Landlord shall
use reasonable efforts to minimize interference with Tenant’s use and occupancy
of the Premises in making any repairs, alterations, additions or improvements;
provided, however, that Landlord shall perform such work during Business Hours. Except as expressly provided in
this Lease, there shall be no allowance to Tenant for a diminution of rental
value and no liability on the part of Landlord for inconvenience, annoyance or
injury to business arising from Landlord, Tenant or others making, or failing
to make, any repairs, alterations, additions or improvements in or to any
portion of the Building or the Premises, or its fixtures, appurtenances or
equipment.


 


7.             ALTERATIONS
AND IMPROVEMENTS.


 


(a)         Tenant
shall not make or permit to be made any Alterations without Landlord’s prior
written consent, which consent shall not be unreasonably withheld or delayed,
provided that: (i) the outside appearance of the Building shall not be
affected; (ii) the strength of the Building shall not be affected; (iii) the
structural parts of the Building shall not be adversely affected; (iv) no part
of the Building outside of the Premises shall be affected; and (v) the proper
functioning of the heating system, electrical system, plumbing, roof, floor,
wall penetration and other Building system (“Building Systems”) shall not be
adversely affected and the use of such systems by Tenant shall not be increased
beyond Tenant’s allocable portion of the reserve capacity thereof, if any. If
consent to any Alterations is not given, Landlord shall notify Tenant in
sufficient detail to enable Tenant to amend its plans and specifications
regarding such Alterations to comply with Landlord’s objections. In the event
Landlord consents to the making of any Alterations by Tenant, the same shall be
made at Tenant’s sole cost and expense, in accordance with all applicable laws,
ordinances and regulations, and all requirements of Landlord’s and Tenant’s
insurance policies and only in accordance with plans and specifications
approved by Landlord (except that any such requested Alterations to the Building
or Building Systems shall be done by Landlord, and Tenant shall reimburse
Landlord for the entire cost thereof). 
Any contractor or person selected by Tenant to make the same and all
subcontractors must first be 


 


10

















 


approved in writing by
Landlord, approval not to be unreasonably withheld, or, the Alterations shall
be made by Landlord for Tenant’s account and Tenant shall fully reimburse
Landlord for the entire cost thereof within twenty (20) days after written
notification of Tenant by Landlord providing Tenant with an invoice or other
request (or statement). Promptly after completion of any Alterations to the
Premises made by Tenant, Tenant shall supply Landlord with a set of scaled and
dimensioned, reproducible mylars of “as-built” plans for such Alterations
certified by Tenant’s architect or space planner. Notwithstanding the
foregoing, with respect to any Alterations affecting any Building Systems,
Tenant shall employ Landlord’s designated contractor, and such Alterations
shall be designed by the Landlord’s engineer at Tenant’s expense. “Alterations”
shall not include Tenant’s free-standing furniture or modular furniture.
Notwithstanding the foregoing, or anything to the contrary herein, Landlord’s consent
shall not be required for decorating or redecorating such as painting and
wallpapering.


 


(b)           All
Alterations erected by Tenant shall be the property of Tenant during the Term
and the property of Landlord as of the Expiration Date or earlier termination
of this Lease.  Landlord reserves the
right to require Tenant to remove Tenant’s Alterations erected and restore the
Premises to their condition as of the Commencement Date, reasonable wear and
tear excepted, on or before the Expiration Date or any sooner date of
termination of this Lease; provided, however, that if Landlord so elects prior
to termination or expiration of this Lease, such Alterations shall become the
property of Landlord as of the Expiration Date or any sooner date of
termination of this Lease and shall be delivered to the Landlord with the
premises. The provision of this Paragraph 7 shall survive the Expiration
Date or earlier termination of this Lease.


 


(c)           Tenant
shall pay Manager a supervisory fee equal to four (4%) percent of the cost of
Alterations over $10,000.00, but less than 
$100,000.00 and three (3%) percent of Alterations over $100,000.00,
which feel shall be paid within ten (10) days after demand by Landlord.


 


8.             RULES
AND REGULATIONS.  Tenant, its employees
and agents shall comply with the Rules and Regulations attached to this Lease
as Exhibit F and made a part hereof, and any amendments or additions as
may be made from time to time by Landlord. 
Landlord shall not discriminate against Tenant in enforcing the Rules
and Regulations. Landlord shall not be responsible for the nonperformance by
any other tenant or occupant of the Building of any of the Rules and
Regulations. In case of any conflict or inconsistency between the provisions of
this Lease and of any of the Rules and Regulations as originally or as
hereinafter adopted, the provisions of this Lease shall control.


 


9.             ACCESS
BY LANDLORD.


 


(a)           
Upon prior notice (which may be verbal), Landlord or its agents may enter the
Premises during Business Hours at reasonable hours to exhibit same to
prospective purchasers or tenants (only during the last twelve (12) months of
the Term) or mortgagees, to inspect the Premises to see that Tenant is
complying with all of its obligations hereunder, to supply janitorial and other
services, and to make repairs improvements, alterations or additions which
Landlord shall deem necessary for the safety, preservation, maintenance or
improvement of the Building or to make repairs, maintenance or modifications to
any adjoining space. 


 


11

















 


Landlord shall be allowed to
take all reasonable material into and upon the Premises that may be required to
make such repairs, maintenance, improvements, alterations or additions for the
benefit of Tenant without in any way being deemed or held guilty of an eviction
of Tenant, and the Base Rent and other charges hereunder shall not abate while
such repairs, improvements, maintenance, alterations or additions are being
made. All such repairs, maintenance, improvements, alterations and additions
shall be done during regular business hours, or, if any such work is at the
request of Tenant to be done during any other hours, Tenant shall pay for all
overtime costs. Notwithstanding anything to the contrary, Landlord shall have
the right to enter the Premises at any time and without in the event of
emergency without the same constituting an eviction, nuisance or disturbance.


 


(b)           Landlord
shall at all times retain a key with which to unlock all the doors in the
Premises, excluding Tenant’s vaults, safes or special security areas
(designated in advance by Tenant in writing and made known to Landlord), and
Landlord shall have the right to use any and all means which Landlord may deem
reasonably necessary or proper to open said doors in an emergency, in order to
obtain entry to any portion of the Premises, and any entry to the Premises, or
portions thereof obtained by Landlord by any of said means, or otherwise, shall
not under any circumstances be construed or deemed to be a forcible or unlawful
entry into the Premises, or an eviction, actual or constructive of Tenant from
the Premises or any portions thereof. Landlord shall also have the right at any
time, without the same constituting an actual or constructive eviction and without
incurring any liability to Tenant therefor, to erect, use and maintain
scaffolding, conduits and other necessary structures in the Premises. Landlord
shall use commercially reasonable efforts not to interfere with Tenant’s
business operations while Landlord is in the Premises.


 


10.           ASSIGNMENT
AND SUBLETTING


 


(a)           Except
as specifically provided herein. Tenant shall not voluntarily or involuntarily,
whether by operation of law or otherwise, assign, transfer, mortgage,
hypothecate or otherwise encumber this Lease or any interest herein and shall
not sublet or permit the use by others of the Premises or any portion thereof
without obtaining Landlord’s prior written consent, which consent Landlord
shall not unreasonably withhold or delay based on the factors set forth in Subparagraph
10(e) below. Landlord’s consent to one assignment, sublease, transfer or
hypothecation shall not be deemed as a consent to any other or further
assignment, sublease, transfer or hypothecation. Any assignment, sublease,
transfer or hypothecation without Landlord’s prior written consent shall be
void and shall, at Landlord’s option, constitute a default under this Lease. No
acceptance by Landlord of any rent
or any other sum of money from any assignee, sublessee or other category of
transferee shall release Tenant from any of its obligations hereunder or be
deemed to constitute Landlord’s consent to any assignment, sublease, transfer
or hypothecation.  All cash or other
proceeds that exceed the Rent in the case of a subletting or all cash or other
proceeds of any other transfer of Tenant’s interest in this Lease shall be paid
to Landlord. Tenant shall not advertise or authorize a broker to advertise for
a subtenant or assignee without providing prior written notice to Landlord.


 


(b)           Should
Tenant desire to assign this Lease or sublet the Premises or any part thereof.
Tenant shall give Landlord prior written notice (“Sublease or Assignment
Statement”), which notice shall specify (i) the name and business of the
proposed assignee or 


 


12

















 


sublessee,
(ii) the amount and location of the space affected, (iii) the proposed
effective date and duration of the subletting or assignment (which shall not be
less than thirty (30) or more than ninety (90)
days after the date of Tenant’s Sublease or Assignment Statement),
and (iv) the proposed rent or other consideration to be paid to Tenant by such
sublessee or assignee. Landlord shall then have a period of fifteen (15)
Business Days following receipt of such notice within which to notify Tenant in
writing that Landlord elects either (1) to terminate this Lease as to the space
so affected as of the date so specified by Tenant, in which event Tenant will
on that date be relieved of all further obligations to pay Rent hereunder as to
such space, or (2) to permit Tenant to assign or sublet such space, or (3) to
withhold consent to Tenant’s assigning or subleasing such space and to continue
this Lease in full force and effect as to the entire Premises, with an
explanation of why consent is withheld. If Landlord should fail to notify
Tenant in writing of such election within said fifteen (15) Business Day
period, Landlord shall be deemed to have withheld its consent. Any person to
whom this Lease is assigned with Landlord’s consent shall be deemed without
more to have assumed all of the obligations arising under this Lease from and
after the date of such assignment and shall execute and deliver to Landlord,
upon demand, an instrument confirming such assumption. If Tenant shall not
enter into a sublease or assignment pursuant to the notice set forth in this Subparagraph
10 (b) within one hundred eighty (180) days after the delivery of the said
notice, then the provisions of this Subparagraph 10(b) shall again be applicable.


 


(c)           Tenant
agrees to reimburse Landlord for Landlord’s actual attorneys’ fees and costs
incurred in connection with the processing and documentation of any request
made pursuant to this Paragraph 10. Tenant shall deliver to Landlord,
within five (5) days after execution by Tenant, an original counterpart of any executed sublease or instrument of
assignment, together with Tenant’s and the subtenant’s (or assignee’s)
affidavit that such sublease or assignment instrument is the true and complete
statement of the subletting or assignment and reflects all sums and other
consideration passing between the parties. Tenant shall pay, indemnify and hold
Landlord harmless from and against, any and all cost or expense (including
reasonable attorneys’ fees and disbursements) and liability in connection with
any compensation, commissions or charges claimed by any broker or agent with
respect to any assignment or subletting.


 


(d)           No assignment, subletting or other transfer, whether or not consented
to by Landlord, shall relieve Tenant of its liability under this Lease. Upon
the occurrence of a default under this Lease, if the Premises or any part
thereof are then assigned or sublet. Landlord, in addition to any other
remedies herein provided or provided by law, may at its option collect directly
from such assignee or subtenant all Rent becoming due to Tenant under such
assignment or sublease and apply such Rent against any sums due to Landlord
from Tenant hereunder, and such collection shall not be construed to constitute
a novation or release of Tenant from the further performance of Tenant’s
obligations hereunder.


 


(e)           In the granting of Landlord’s consent, Landlord shall take into
consideration any meaningful factors, including, but not limited to: (i) the
financial strength of the proposed subtenant or assignee; (ii) the business
reputation and character of the proposed subtenant or assignee; (iii) the type
of business of the proposed subtenant or assignee; (iv) any increased burden on
services (parking, electricity, etc.) and the Common Areas that would be 


 


13

















 


imposed by the proposed
subtenant or assignee; (v) whether the proposed subtenant or assignee is an
existing tenant or is currently in negotiations with Landlord for space within
the Building; (vi) the amount of square footage in the Premises to be sublet or
assigned; (vii) the number of subtenants or assignees already in the Premises;
(viii) whether the proposed subtenant or assignee shall place any additional
responsibilities on the Landlord in connection with the Americans With
Disabilities Act; (ix) whether the Tenant has an existing default under its
Lease; (x) intentionally deleted; (xi) intentionally deleted; or (xii) how
Tenant plans to market the Premises for sublease or assignment.


 


(f)            For purposes of this Paragraph 10, (i)
the transfer of a majority of the issued and outstanding capital stock of any
corporate tenant or -subtenant, or the transfer of a majority of the total
interest in any partnership tenant or subtenant, or the transfer of control in
any general or limited liability partnership tenant or subtenant, or the
transfer of a majority of the issued and outstanding membership interests in a
limited liability company tenant or subtenant, however accomplished (other than
pursuant to transfers among current owners or the issuance of ownership
interests to new owners made in the ordinary course of business), shall be
deemed an assignment of this Lease or sublease, except that the foregoing shall
be inapplicable in cases of the transfer of the outstanding capital stock of
any corporate tenant through the “over-the-counter market” or through any
recognized stock exchange, (ii) an agreement by any other person or entity,
directly or indirectly, to assume Tenant’s obligations under this Lease shall
be deemed an assignment, (iii) any person or legal representative of Tenant to whom Tenant’s interest under
this Lease passes by operation of law or otherwise shall be bound by the
provisions of this Paragraph 10, and (iv) a modification, amendment or
extension of a sublease shall be deemed a sublease. Tenant agrees to furnish to
Landlord on request at any time such information and assurances as Landlord may
reasonably request that neither Tenant nor any previously permitted subtenant
has violated the provisions of this Paragraph 10. The provisions of Subparagraph
10(a) shall not apply to transactions with a corporation or limited
liability company into or with which Tenant is merged or consolidated or with a
Person to which substantially all of Tenant’s assets are transferred (provided
such merger or transfer of assets is for a good business purpose and not
principally for the purpose of transferring this leasehold estate) and that the
assignee has a net worth at least equal to the net worth of Tenant as of the
date of this Lease or, if Tenant is a general, limited or limited liability
partnership, with a successor partnership, or to transactions with an entity
that controls or is controlled by Tenant or is under common control with
Tenant. Tenant shall notify Landlord before any such transaction is consummated
and, in the case of an assignment, shall send Landlord an original written
instrument in which the assignee assumes all of Tenant’s liabilities under this
Lease. The term “control” as used in this Lease shall mean (i) ownership of
more than 50% of the outstanding capital stock in the case of a corporation,
(ii) more than 50% of the general partnership or membership interest of the
partnership in the case of a general or limited liability partnership, (iii)
more than 50% of the general partnership interests of limited partnership in
the case of a limited partnership, and (iv) more than 50% of the membership
interests of a limited liability company.


 


(g)           If Tenant sublets any portion of the Premises pursuant to Subparagraph
10(b), Tenant shall pay to Landlord, as Additional Rent (the “Sublease
Additional Rent”), a sum equal to fifty percent (50%) of any rents,
additional charges and other consideration payable under the sublease to Tenant
in excess of the Base Rent and Additional Rent accruing during the 


 


14

















 


term of the sublease in respect of the
subleased space pursuant to this Lease (including, but not limited to, sums
paid for the sale or rental of Tenant’s property and Alterations less the then
net unamortized or undepreciated cost thereof determined on the basis of
Tenant’s federal income tax or federal information returns). Such Sublease
Additional Rent shall be payable as and when received by Tenant. If Tenant
shall assign this Lease pursuant to Subparagraph 10 (b), and Landlord’s
consent is required, Tenant shall pay to Landlord, as Additional Rent, an
amount equal to fifty percent of all sums and other consideration paid to
Tenant by the assignee for or by reason of such assignment (including, but not
limited to, sums paid for the sale or rental of Tenant’s property and
Alterations less the then net unamortized or undepreciated cost thereof
determined on the basis of Tenant’s federal income tax or federal information
returns). Such Additional Rent shall be payable as and when received by Tenant.


 


(h)           Any sublease shall provide that, if
the Lease shall expire or terminate during the term of the sublease for any
reason other than condemnation or destruction by fire or other cause, or if
Tenant shall surrender the Lease to Landlord during the term of the sublease.
Landlord, in its sole discretion, upon written notice given to Tenant and
subtenant, may elect to continue the sublease as a direct lease between
Landlord and subtenant. In that event, subtenant shall attorn to Landlord, and
Landlord and subtenant shall enter into a new lease on the Landlord’s then
current form of lease.


 


11.           CONDEMNATION.


 


(a)           If any part of the Premises shall be
taken or appropriated by any public or quasi-public authority under the power
of eminent domain such that the Premises cannot reasonably be use by Tenant for
the operation of its business. Landlord shall have the right, at its option, to
terminate this Lease effective as of the date possession is taken by said
authority (unless all of the Premises are so taken in which case this Lease
shall terminate) , and shall be entitled to any and all income, rent or award
and any interest thereon whatsoever which may be paid or made in connection
with such public or quasi-public use or purpose. Tenant hereby assigns to
Landlord its entire interest in any and all such awards, and shall have no
claim against Landlord for the
value of any portion of the unexpired Term. If a part of the Premises shall be
so taken or appropriated, and Landlord does not elect to terminate this Lease,
the Base Rent thereafter to be paid shall be reduced by an amount bearing the
same ratio to the total amount of Base Rent as the rentable square feet of the
Premises so taken bears to the entire Premises.


 


(b)           If any part of the Building other than the Premises shall be so taken
or appropriated. Landlord shall have the sole right, at its option, to
terminate this Lease and shall be entitled to the entire award as above
provided, and in such case Tenant shall likewise have no claim against Landlord
for the value of any unexpired Term of this Lease.


 


(c)           Nothing contained herein shall be deemed to deny to Tenant its right to
claim from the condemning authority compensation or damages for its trade
fixtures and personal property and moving expenses, provided the condemning
authority makes a separate award therefor.


 


15

















 


12.           INSURANCE
AND INDEMNITY.


 


(a)           At Landlord’s expense. Landlord shall carry and maintain, or cause to
be carried and maintained, at all times during the Term of this Lease, All Risk
Property insurance covering the full replacement value of the Building subject
to deductibles. To the extent the premium paid by Landlord for this insurance
shall be increased because of Tenant’s operations or contents or improvements
in the Premises, Tenant agrees to pay the excess amount of the premium upon
demand by Landlord.  Tenant shall not do
or permit to be done any act or thing in the Premises which would invalidate or
conflict with the Building’s insurance policies.


 


(b)           At Tenant’s expense, Tenant shall carry and maintain, or cause to be
carried and maintained, at all times during the Term of this Lease, All Risk
Property insurance covering the full replacement value of Tenant’s alterations,
improvements, betterments and contents including those made by Landlord to
prepare the Premises for Tenant, with deductibles reasonably satisfactory to
Landlord. Neither Landlord nor its agents shall be liable for any damage to
property of Tenant or of others that has been entrusted to employees of the
Building or for the loss of or damage to any property of Tenant by theft or otherwise.


 


(c)           At Tenant’s expense. Tenant shall carry and maintain, or cause to be
carried and maintained, at all times during the Term of this Lease, commercial
general liability insurance described herein (“Liability Policy”). Such
Liability Policy shall include Landlord (and any other party reasonably
required by Landlord) as an Additional Insured, and shall be written on an
“occurrence basis” and shall include, without limitation, blanket contractual
liability coverage, broad form property damage, independent contractors
coverage and personal injury coverage protecting Landlord as an Additional
Insured, against liability (except for liability resulting from the gross
negligence or willful misconduct of Landlord, its agents, employees or
contractors) occasioned by any occurrence on or about the Premises including
portions of the Building affected by Tenant’s use. Such primary Liability
Policy shall be maintained in an amount not less than $1,000,000 for a single
occurrence limit and $2,000,000 for an aggregate limit. In addition, Tenant
shall maintain excess or umbrella liability insurance providing equally broad
coverage in an amount of not less than $10,000,000.00.


 


(d)           At Tenant’s expense. Tenant shall carry and maintain, or cause to be
carried and maintained, at all times during the Term of this Lease, Workers’
Compensation and Employers’ Liability insurance with respect to all of Tenant’s
employees working at the Premises and such other insurance or such additional
amounts of insurance with respect to the Premises as is generally maintained by
persons having similar exposures or properties similarly situated and as the
Landlord shall from time to time reasonably require.


 


(e)           The
insurance required under this Paragraph 12 shall be written by insurers
authorized to conduct business in Georgia who are acceptable to Landlord and
have an A.M. Best Company rating of at least “A- “/VIII.


 


(f)            Not later than ten (10) Business Days prior
to the Commencement Date of the Lease, Tenant shall deliver to Landlord the policies
of insurance or an insurance certificate for the policies specified above in
the form attached hereto as Exhibit G (for liability) and an 


 


16

















 


ACORD 27 (for property) and made a part
hereof and shall thereafter furnish to Landlord, at least thirty (30) days
prior to the expiration of any such policies and any renewal thereof, a new
policy or certificate in lieu thereof. 
Each of the policies or Certificate shall contain a provision whereby
the insurer agrees not to cancel, fail to renew, diminish or materially modify
said insurance policy(ies) without having given Landlord, the Manager and any
lessors and mortgagees specified by Landlord at least thirty (30) days prior
written notice thereof. Tenant shall promptly send to Landlord a copy of all
notices sent to Tenant by Tenant’s insurer.


 


(g)           Tenant shall pay all premiums and charges for all of said Tenant’s
policies required to be maintained hereunder, and, if Tenant shall fail to make
any payment when due or carry any such policy. Landlord may, but shall not be
obligated to, make such payment or carry such policy, and the amount paid by
Landlord, with interest thereon (at the Applicable Rate), shall be repaid to
Landlord by Tenant on demand, and all such amounts so repayable, together with
such interest, shall be deemed to constitute Additional Rent hereunder. Payment
by Landlord of any such premium, or the carrying by Landlord of any such
policy, shall not be deemed to waive or release the default of Tenant with
respect thereto.


 


(h)           Tenant may effect the coverage required under this Paragraph 12
under blanket insurance policies covering other properties of Tenant, provided
that (1) any such blanket insurance policy shall specify therein, or the
insurer under such policy shall certify to Landlord, any material sublimits in
such blanket policy applicable to the Premises, which sublimits shall not be
less than the amounts required pursuant to this Paragraph 12; and (2)
any such blanket insurance policy shall comply in all respects with the other
provisions of this Paragraph 12.


 


(i)            Subject to Subparagraph 12(j) below.
Landlord and Tenant hereby waive any and all rights of recovery, claim, action,
or cause of action, against the other, their affiliates, agents, officers or
employees, for any loss or damage that may occur to the Premises, or any
improvements thereto, or the Park of which the Premises are a part, or any
reason of fire, the elements, or any other cause which is insured against under
the terms of an All Risk Property insurance policy referred to in this Paragraph
12 or that is otherwise insured against under an insurance policy
maintained by the party suffering such loss or damage, regardless of cause or
origin, except for the gross negligence or willful misconduct of the other
party hereto and/or its agents,
officers, or employees, and each party covenants that no insurer shall hold any
right of subrogation against such other party.


 


(j)            Landlord shall cause each policy carried by
Landlord insuring the Building against loss, damage or destruction by fire or
other casualty, and Tenant shall cause each insurance policy carried by Tenant
and insuring the Premises and Tenant’s Alterations, Leasehold Improvements and
Tenant’s property against loss, damage or destruction by fire or other
casualty, to be written in a manner so as to provide that the insurance company
waives all rights of recovery by way of subrogation against Landlord, Tenant
and any tenant of space in the Building in connection with any loss or damage
covered by any such policy. Neither party shall be liable to the other for the
amount of such loss or damage in excess of the applicable deductible, if any,
caused by fire or any of the risks enumerated in its policies, provided that
such waiver was obtainable at the time of such loss or damage. However, if such
waiver cannot be obtained or can be obtained only by payment of an additional
premium above that which is 


 


17

















 


charged by companies carrying such insurance
without a waiver of subrogation, then the party
undertaking to obtain such waiver shall notify the other party and such other
party shall have ten (10) days after such notice to agree in writing to pay the
additional premium if such policy is obtainable at additional cost (in the case
of Tenant, pro rata in proportion of Tenant’s rentable area to the total
rentable area covered by the insurance) ; and if the other party does not agree
or the waiver shall not be obtainable, then the provisions of this Subparagraph
12(j) shall be null and void as to the risks covered by the policy for so
long as either the waiver cannot be obtained or the party in whose favor a
waiver of subrogation is desired shall refuse to pay the additional premium. If
the release of either Landlord or Tenant as set forth in this Subparagraph
(j) shall contravene any law with respect to exculpatory agreements, the
liability of the party in question shall be deemed not released, but no action
or rights shall be sought or enforced against such party unless and until all
rights and remedies against the other’s insurer are exhausted and the other
party shall be unable to collect such insurance proceeds. The waiver of
subrogation referred to in Subparagraph (i) above shall extend to the
affiliates, agents and employees of each party (including, without limitation,
the Manager).


 


(k)           Except for the negligence or willful misconduct of Landlord, its
agents, employees, and contractors, to the fullest extent permitted by law, Tenant
shall indemnify, defend and hold harmless Indemnitees from and against all
claims, damages, losses, fines, suits, costs and expenses of whatever kind
incurred in connection with any such claim or proceeding brought thereon, and
defense thereof (including, but not limited to attorney’s fees and expenses)
arising out of or resulting from Tenant’s use of the Premises and the Common
Areas, including, but not limited to, any such claims, damages, losses and
expenses attributable to (1) the filing of any lien or claim for payment, or
(2) any accident, injury or damage in or about the Premises during the Term or
during Tenant’s occupancy of the Premises, or outside of the Premises but
anywhere within or about the Park, where such accident, injury or damage results
from or is claimed to have resulted from an act, omission or negligence of
Tenant or persons within Tenant’s control, or (3) any breach, violation or
non-performance of any covenant, condition or agreement contained in this Lease
to be fulfilled by Tenant, or (4) all claims of whatever nature against the
Indemnitees arising from any act, omission or negligence of Tenant or persons
within Tenant’s control. Such obligation shall not be construed to negate,
abridge or otherwise reduce any other right or obligation of indemnity that
would otherwise exist as to any party or person described in this Paragraph
12. In any and all claims against Indemnitees by an employee of the Tenant
or anyone directly or indirectly
employed by Tenant or anyone for whose acts Tenant may be liable, the
indemnification obligation under this Paragraph 12 shall not be limited
in any way by any limitation on the amount or type of damages, compensation or
benefits payable by or for the Tenant under Workers’ Compensation acts,
disability benefits acts or other employee benefit acts. If any claim, action
or proceeding is made pursuant to this Paragraph, Tenant, at its sole cost and
expense, shall resist or defend such claim action or proceeding in the
Indemnitees’ name, by attorneys Indemnitee may reasonably select.


 


(1)           Tenant shall give notice to Landlord promptly after learning of any
accident, emergency or other occurrence for which Landlord might be liable, any
fire or other casualty and all damages to or defects in the Premises or the
Building for the repair of which Landlord might be responsible or which
constitutes Landlord’s property.


 


18

















 


13.           DAMAGE
AND DESTRUCTION.


 


(a)           If the Building should be damaged, to the extent that: (i) in
Landlord’s reasonable judgment, repair would not be economically feasible; or
(ii) that rebuilding or repairs cannot, in Landlord’s estimation, be completed
within one hundred eighty (180) days after
the date of such damage; or (iii) if the insurance proceeds remaining
after any required payments to mortgagees are insufficient to repair such
damage or destruction. Landlord shall have the right, at Landlord’s option, to
terminate this Lease by giving Tenant written notice of such termination within
sixty (60) days after the date of such casualty, and the Rent shall be
apportioned and paid to the date on which possession is relinquished or the
date of such damage, whichever last occurs, and Tenant shall immediately vacate
the Premises according to such notice of termination. Tenant covenants and
agrees to cooperate with Landlord and any lessor or mortgagee in their efforts
to collect insurance proceeds (including rent insurance proceeds) payable to
such parties. Landlord shall not be liable for any delay which may arise by
reason of adjustment of insurance on the part of Landlord or Tenant, or any
cause beyond the reasonable control of Landlord and its contractors.


 


(b)         If the Building should be damaged by any peril covered by the insurance
to be provided by Landlord under Paragraph 12(a) above but only to such
extent that rebuilding or repairs are, in Landlord’s estimation, economically
feasible and can be completed within one hundred eighty (180) days after the
date of such damage and the proceeds of such insurance, after deducting any
required payments to mortgagee or lessor, are sufficient for such rebuilding or
repairs, this Lease shall not terminate, and Landlord shall at its sole cost
and expense thereupon proceed with reasonable diligence to rebuild and repair
the Building to substantially the condition in which it existed prior to such
damage, except that: (i) Landlord
shall not be required to rebuild, repair or replace any part of the partitions,
fixtures, additions and other improvements which may have been placed in, on or
about the Premises by Tenant; and (ii) Landlord may elect not to rebuild if
such damage occurs during the last year of the Term, exclusive of any option to
extend the Term which is unexercised at the time of such damage. If the Premises
are untenantable in whole or in part following such damage, the Rent payable
hereunder during the period in which the Premises are untenantable shall be
reduced to such extent as may be fair and reasonable under all of the
circumstances. In the event that Landlord should fail to complete such repairs
and rebuilding within one hundred eighty (180) days after the date of such
damage. Tenant may, at its option, terminate this Lease by delivering written
notice of termination to Landlord within thirty (30) days after the expiration
of such one hundred eighty (180) day period. Such termination shall be
Tenant’s exclusive remedy. If Tenant fails to terminate this Lease within such
30-day period, Tenant shall be deemed to have waived its rights to terminate by
reason of the failure of Landlord to complete such repairs and rebuilding
within one hundred eighty (180) days after the date of such damage.


 


(c)           Notwithstanding
anything herein to the contrary, in the event any mortgagee or lessor requires
that the insurance proceeds be applied to the indebtedness due such mortgagee
or lessor, then Landlord shall have the right to terminate this Lease by
delivering written notice of termination to Tenant within fifteen (15) days
after such requirement is made by any such mortgagee, whereupon all rights and
obligations hereunder shall cease and terminate. Landlord shall not be liable
for any inconvenience or annoyance to Tenant or injury to 


 


19

















 


the business of Tenant resulting
from any damage from fire or other casualty or the repair thereof.


 


14.           SECURITY
DEPOSIT.


 


(a)           Tenant
agrees to deposit the Security Deposit with Landlord upon execution of this
Lease by Tenant, which sum shall be held by Landlord, without obligation for
interest, as security for the performance of Tenant’s covenants and obligations
under this Lease, it being expressly understood and agreed that such Security
Deposit is not an advance rental deposit or a measure of Landlord’s damages in
case of Tenant’s default. Upon the occurrence of any Event of Default  (as defined in the Lease) by Tenant,
Landlord may, from time to time, without prejudice to any other remedy provided
herein or provided by law, use such Security Deposit to the extent necessary to
make good any arrears of Rent or other payments due Landlord hereunder, and any
other damages, injury, expense or liability caused by such Event of Default;
and Tenant shall pay to Landlord within ten (10) days demand the amount so
applied in order to restore the Security Deposit to its original amount.
Tenant’s failure to so restore the Security Deposit upon demand shall be deemed
an Event of Default under this Lease. Although the Security Deposit shall be
deemed the property of Landlord, any remaining balance of such Security Deposit
shall be returned within thirty (30) days to Tenant at such time after
termination of this Lease as all of Tenant’s obligations under this Lease have
been fulfilled. Tenant shall not apply the Security Deposit to the last month’s
installment of Rent.


 


(b)           In
the event of the sale or lease of the Building or the Park, Landlord shall
transfer the Security Deposit to the purchaser or lessee, and Landlord shall be
released by Tenant from all liability for the return of such Security Deposit.


 


(c)           Tenant
covenants that it will not assign or encumber the Security Deposit. In the
event that any bankruptcy, insolvency, reorganization or other debtor-creditor
proceedings shall be instituted by or against Tenant, its successors or
assigns, or any guarantor of Tenant hereunder, the Security Deposit shall be
deemed to be applied to the payment of the Base Rent and Additional Rent owed
Landlord for periods prior to the institution of such proceedings, and the
balance, if any, may be retained by Landlord in partial satisfaction of
Landlord’s damages.


 


(d)           In
place of a Security Deposit, Landlord will accept a Guaranty of this Lease from
Cross Country, Inc., 6551 Park of Commerce, Blvd., Boca Raton, Florida 33487
which is attached to this Lease as Exhibit K and made a part hereof.


 


15.           DEFAULTS.  Each of the following
events shall be deemed an “Event of Default” by Tenant under this Lease:


 


(a)           Tenant’s failure to pay the Base Rent or any other sum due hereunder if
such nonpayment continues for five (5) or more days after the same is due and
payable, provided, however. Tenant shall be entitled to five (5) days written
notice to cure any monetary default under this Lease; provided, further,
however. Landlord shall not be required to provide such notice more than twice
in any twelve (12) month period, or Tenant’s default in the prompt and full
performance of any other provision of this Lease and Tenant does not cure the
default 


 


20

















 


within thirty (30) days after written demand
by Landlord that the default be cured (unless the default involves a hazardous
condition, which shall be cured forthwith upon Landlord’s demand), provided,
however, in the event such default cannot be reasonably cured within thirty (30)
days after notice from Landlord, such time shall be extended so long as Tenant
commences to cure such default within such thirty (30) days after notice from
Landlord and diligently prosecutes the cure of any such default to completion;


 


(b)           If Tenant shall not, or shall be unable to, or shall admit in writing
Tenant’s inability to, as to any obligation, pay Tenant’s debts as they become
due; or if Tenant shall commence or institute any case, proceeding or other
action (i) seeking relief on Tenant’s behalf as debtor, or to adjudicate it a
bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
winding-up, liquidation, dissolution, composition or other relief with respect
to Tenant or Tenant’s debts under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, or (ii) seeking appointment of a receiver,
trustee, custodian or other similar official for it or for all or any
substantial part of its property; or if Tenant shall make a general assignment
for the benefit of creditors; or if any case, proceeding or other action shall
be commenced or instituted against Tenant (1) seeking to have an order for
relief entered against Tenant as debtor or to adjudicate Tenant a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up,  liquidation, dissolution, composition or
other relief with respect to Tenant or Tenant’s debts under any existing or future
law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, or (2) seeking appointment of
a receiver, trustee, custodian or other similar official for Tenant or for all
or any substantial part of Tenant’s property, which either (i) results in any
such entry of an order for relief, adjudication of bankruptcy or insolvency or
such an appointment or the issuance or entry of any other order having a
similar effect or (ii) remains undismissed for a period of sixty (60) days; or
if a trustee, receiver or other custodian shall be appointed for any
substantial part of the assets of Tenant which appointment is not vacated or
effectively stayed within sixty (60) days;


 


(c)           Tenant’s desertion or abandonment or failure to take possession of the
Premises (or any substantial portion thereof);


 


(d)           or Tenant’s failure to discharge or bond over a lien placed against the
Premises or the Building within thirty (30) days after such lien or encumbrance
shall have been filed.


 


16.
          REMEDIES. 
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 upon the occurrence of any Event of Default by Tenant.


 


(a)           Landlord shall have the immediate right of reentry in accordance with
applicable laws. Whenever Landlord terminates this Lease, it shall do so by
giving Tenant written notice of termination, in which event this Lease shall
expire and terminate on the date specified in such notice with the same force
and effect as though the date specified were the date herein originally fixed
as the Expiration Date, and all rights of Tenant under this Lease and in and to
the Premises shall expire and terminate and Tenant shall surrender the Premises
to 


 


21

















 


Landlord on the date specified in such notice,
and if Tenant fails to so surrender. Landlord shall have the right, without
notice, and with or without resort to summary dispossessory proceedings, to
enter upon and take possession of the Premises and to expel or remove Tenant
and its effects without being liable for prosecution or any claim for damages
therefor;


 


(b)           Landlord may terminate this Lease or terminate Tenant’s right to
possession of the Premises at any time by giving written notice to that effect,
and relet the Premises or any part thereof. On the giving of the notice, all of
Tenant’s rights in the Premises shall terminate in accordance with applicable
law. Upon such termination, Tenant shall surrender and vacate the Premises in
accordance with the terms of Paragraph 17, and Landlord may re-enter and
take possession of the Premises and all the remaining improvements or property
and eject Tenant or any of Tenant’s subtenants, assignees or other person or
persons claiming any right under or through Tenant or eject some and not others
or eject none. No termination under this Paragraph 16 shall release
Tenant from the payment of any sum then due Landlord or from any claim for
damages or Base Rent or Additional Rent or other sum previously accrued or then
accruing against Tenant. Upon such termination, Tenant shall be liable
immediately to Landlord for all costs Landlord incurs in reletting the Premises
or any part thereof, including, without limitation, broker’s commissions,
expenses of cleaning and redecorating the Premises required by the reletting,
reasonable attorneys’ fees actually incurred and like costs. Tenant shall also
be liable immediately to Landlord for all unamortized leasing commissions and improvement
allowances, if any. Reletting may be for a period shorter or longer then the
remaining term of this Lease. No act by Landlord other than giving express
written notice of termination to Tenant shall terminate this Lease. Landlord
and Tenant hereby acknowledge that in the event of such termination, actual
damages to Landlord may be difficult to ascertain and, accordingly, hereby
agree that in such event, the net present value of the Base Rent due from the
date of such termination to the expiration of the Term, less the fair rent
value of the Premises, from the date of such termination until the expiration
of the Term, shall thereupon by immediately due and payable to Landlord as
compensation and liquidated damages for Tenant’s default and such termination
and not as a penalty. Landlord’s rights pursuant to this Paragraph 16,
including without limitation. Landlord’s rights to collect Base Rent and
additional rent and other charges due under this Lease, shall survive any
termination of the Lease, whether such termination is effected pursuant to this
Paragraph 16 or otherwise. Notwithstanding anything to the contrary
contained herein.  Landlord and Tenant
hereby expressly agree that Landlord shall have no obligation or duty to
mitigate or attempt to offset any damages which are or may be suffered by
Landlord as a result of any default of Tenant under the Lease, except as
specifically required by applicable law. Any payment by Tenant of a sum of
money less than the entire amount due Landlord at the time of such payment
shall be applied to the obligations of Tenant then furthest in arrears. No
endorsement or statement on any check or accompanying any payment shall be
deemed an accord and satisfaction, and any payment accepted by Landlord shall
be without prejudice to Landlord’s right to obtain the balance due or pursue
any other remedy available to Landlord both in law and in equity.


 


(c)           Landlord may, with or without terminating this Lease, re- enter the
Premises and remove all persons and property from the Premises; such property
shall be deemed to have been abandoned by Tenant and may either be removed and
stored in a public warehouse or elsewhere or otherwise disposed of in
Landlord’s sole and absolute discretion, all at the cost of 


 


22

















 


Tenant. The parties hereby agree that
Landlord shall not be liable for the loss of such property or any damages
thereto. No re-entry or taking possession of the Premises by Landlord pursuant
to this Paragraph 16 shall be construed as an election to terminate this
Lease unless an express written notice of such intention is given to Tenant.


 


(d)           Except as expressly provided in this Lease, Tenant hereby waives any
and every form of demand and notice prescribed by statute or other law,
including without limitation the notice of any election of remedies made by
Landlord under this Paragraph 16, demand for payment of any rent, or
demand for possession.


 


(e)           Tenant shall and hereby agrees to pay all costs and expenses incurred
by Landlord in enforcing any of the covenants and agreements of this Lease, or
as a result of an action brought by Landlord against Tenant for an unlawful
detainer of the Premises, and all such costs, expenses and attorneys’ fees
shall, if paid by Landlord, be paid by Tenant to Landlord within fifteen  (15) days of Landlord’s written demand
therefor, together with interest at eighteen percent (18%) per annum, but in no
event in excess of the maximum lawful rate, from the date of Landlord’s payment
thereof.


 


(f)            If, at any time (i) Tenant shall consist of
two (2) or more persons or (ii) Tenant’s obligations under this Lease shall
have been guaranteed by any person other than Tenant or (iii) Tenant’s interest
in this Lease has been assigned, the word “Tenant” as used in Subparagraph
15(c) shall be deemed to mean any one or more persons primarily or
secondarily liable for Tenant’s obligations under this Lease. Any monies
received by Landlord from or on behalf of Tenant during the pendency of any
proceeding referred to in Subparagraph 15(c), shall be deemed paid as
compensation for the use and occupancy of the Premises, but acceptance of any
compensation by Landlord shall not be deemed an acceptance of Rent or a waiver
on the part of Landlord of any rights under Paragraph 16.


 


(g)           The foregoing provisions of this Paragraph 16 shall, as
applicable, survive the Expiration Date or earlier termination of this Lease
and shall apply to any renewal or extension of this Lease.


 


17.           SURRENDER OF PREMISES.  Unless
otherwise specifically provided in this Lease, Tenant will peaceably deliver to
the Landlord possession of the Premises in broom clean condition, together with
all improvements. Alterations upon or belonging to the same, by whomsoever
made, except as provided in Paragraph 7(b) of this Lease, in the same
condition as received, or first installed, ordinary wear and tear, damage by
fire, earthquake, act of God, or the elements alone excepted at the expiration
or sooner termination of this Lease. Tenant shall remove all Alterations,
furniture, equipment and computer and telephone cables belonging to Tenant, at
Tenant’s sole cost, and Tenant shall promptly repair any damage to the Premises
caused by such removal. Property not so removed shall be deemed abandoned by
the Tenant, and title to the same shall thereupon pass to Landlord, and
Landlord may either retain or remove same in its sole discretion. Any expense
incurred by Landlord in removing or disposing of Tenant’s property or
Alterations required under this Lease to be removed, as well as the cost ofrepairing all damage to the Building or
the Premises caused by such removal, shall be 


 


23

















 


reimbursed to Landlord, by Tenant, as
Additional Rent, upon demand. Tenant’s obligations pursuant to this Paragraph
17 shall survive the expiration or sooner termination of this Lease.


 


18.           HOLDING OVER.  Tenant shall, at
the termination of this Lease by lapse of time or otherwise, yield up immediate
possession to Landlord with all repairs and maintenance required herein to be
performed by Tenant completed. Should Tenant continue to hold the Premises
after the expiration or earlier termination of this Lease, or after reentry by
Landlord without terminating this Lease, such holding over, unless otherwise
agreed to by Landlord in writing, shall constitute and be construed as a
tenancy at sufferance and not a tenancy at will. Tenant shall have no right to
notice under Official Code of Georgia Annotated §44-7-7 of the
termination of its tenancy. Tenant shall pay monthly installments of Rent equal
to one hundred twenty-five percent (125%) of the monthly portion of Rent in
effect as of the date of expiration or earlier termination for the first thirty
(30) days of such holding over, one hundred fifty percent (150%) for the next
thirty (30) days of such holding over, one hundred seventy-five percent (175%)
for the next thirty (30) days of such holding over, and two hundred percent
(200%) thereafter, and subject to all of the other terms, charges and expenses
set forth herein except any right to renew this Lease or to expand the Premises
or any right to additional services. Tenant shall also be liable to Landlord
for all damage which Landlord suffers because of any holding over by Tenant,
and Tenant shall indemnify Landlord against all claims made by any other tenant
or prospective tenant against Landlord resulting from delay by Landlord in
delivering possession of the Premises to such other tenant or prospective
tenant. No holding over by Tenant, whether with or without consent of Landlord,
shall operate to extend the Term except as otherwise expressly provided in a
written agreement executed by both Landlord and Tenant. The provisions of this Paragraph
18 shall survive the expiration or earlier termination of this Lease.


 


19.           BANKRUPTCY.


 


(a)           For the purposes of the Bankruptcy Code, 11 U.S.C. §502 (b) (7) all
amounts payable by Tenant to or on behalf of Landlord under this Lease, whether
or not expressly denominated as Rent, shall constitute Rent.


 


(b)           If this Lease is assigned to any person or entity pursuant to the
provisions of the Bankruptcy Code, any and all monies or other consideration
payable or otherwise to be delivered in connection with such assignment shall
be paid or delivered to Landlord, shall be and remain the exclusive property of
Landlord and shall not constitute property of Tenant or the estate of Tenant
within the meaning of the Bankruptcy Code. Any and all monies or other
considerations constituting Landlord’s property under the preceding sentence
not paid or delivered to Landlord shall be held in trust for the benefit of
Landlord and be promptly paid or delivered to Landlord.


 


(c)           Any person or entity to which this Lease is assigned pursuant to the
provisions of the Bankruptcy Code, shall be deemed, without further act or
deed, to have assumed all of the obligations arising under this Lease on and
after the date of such assignment. Any such assignee shall upon demand execute
and deliver to Landlord an instrument confirming such assumption.


 


24

















 


20.           INTENTIONALLY
DELETED.


 


21.           SUBORDINATION; ESTOPPEL CERTIFICATES. 
At the option of Landlord, Tenant agrees that this Lease shall remain
subject and subordinate to all present and future mortgages, deeds to secure
debt or other security instruments (the “Security Deeds”) affecting the
Building or the Premises, and Tenant shall promptly execute and deliver to
Landlord such certificate or certificates in writing as Landlord may request,
showing the subordination of the Lease to such Security Deeds, and in default
of Tenant so doing. Landlord shall be and is hereby authorized and empowered to
execute such certificate in the name of and as the act and deed of Tenant, this
authority being hereby declared to be coupled with an interest and to be
irrevocable. Tenant shall upon request from Landlord at any time and from time
to time execute, acknowledge and deliver to Landlord a written statement
certifying as follows: (i) that this Lease is unmodified and in full force and
effect (or if there has been modification thereof, that the same is in full
force and effect as modified and stating the nature thereof); (ii) that to the
best of its knowledge there are no uncured defaults on the part of Landlord (or
if any such default exists, the specific nature and extent thereof);  (iii) the date to which any rents and other
charges have been paid in advance, if any; and (iv) such other matters as
Landlord may reasonably request. In the event that Tenant fails to comply with
the provisions above. Tenant irrevocably appoints Landlord as its
attorney-in-fact, coupled with an interest, to execute and deliver, for and in
the name of Tenant, any document or instrument provided for in this Paragraph.


 


22.           MECHANICS’
LIENS AND OTHER TAXES.


 


(a)           Tenant shall have no authority, express or implied to create or place
any lien or encumbrance of any kind or nature whatsoever upon, or in any manner
to bind the interests of Landlord in the Premises or to charge the Rents
payable hereunder for any claim in favor of any person dealing with Tenant,
including those who may furnish materials or perform labor for any construction
or repairs, and each such claim shall affect and each such lien shall attach
to, if at all, only the leasehold interest granted to Tenant by this
instrument. Tenant covenants and agrees that it will pay or cause to be paid
all sums legally due and payable by it on account of any labor performed or
materials furnished in connection with any work performed on the Premises on
which any lien is or can be validly and legally asserted against its Leasehold
interest in the Premises or the improvements thereon and that it will save and
hold Landlord harmless from any and all loss, cost or expense based on or
arising out of asserted claims or liens against the leasehold estate or against
the right,  title and interest of the
Landlord in the Premises or under the terms of this Lease. Tenant agrees to
give Landlord immediate written notice if any lien or encumbrance is placed on
the Premises.


 


(b)           Tenant shall be liable for all taxes levied or assessed against
personal property, furniture or fixtures placed by Tenant in the Premises. If
any such taxes for which Tenant is liable are levied or assessed against
Landlord or Landlord’s property and if Landlord elects to pay the same or if
the assessed value of Landlord’s property is increased by inclusion of personal
property, furniture or fixtures placed by Tenant in the Premises, and Landlord
elects to pay the taxes based on such increase, Tenant shall pay to Landlord
upon demand that part of such taxes.


 


25

















 


23.           QUIET ENJOYMENT.  Landlord
represents and warrants that it has full right and authority to enter into this
Lease and that Tenant, upon paying the Rent herein set forth and performing its
other covenants and agreements herein set forth, shall peaceably and quietly
have, hold and enjoy the Premises for the Term without hindrance or
molestation, subject to the terms and provisions of this Lease.


 


24.           CERTAIN
RIGHTS RESERVED TO LANDLORD.  Landlord
reserves and may exercise the following rights without affecting Tenant’s
obligations hereunder: (a) to change the name, street address, or suite numbers
of the Building; (b) to install or maintain a sign or signs on the exterior of
the Building; (c) to designate all sources furnishing sign painting and
lettering, ice, drinking water, towels, coffee cart service and toilet
supplies, lamps and bulbs used on the Premises; (d) to retain at all times pass
keys to the Premises and to enter the Premises to cure any default by Tenant
hereunder at Tenant’s expense; (e) to close the Building after Business Hours
and on Holidays subject, however to Tenant’s right to admittance, under such
reasonable regulations as Landlord may prescribe from time to time, which may
include by way of example but not of limitation, that persons entering or
leaving the Building identify themselves to a watchman by registration or
otherwise and that said persons establish their right to enter or leave the
Building; and (f) to take any and all measures, including inspections, repairs,
alterations, decorations, additions and improvements to the Premises or the
Building, and identifications and admittance procedures for access to the
Building as may be necessary or desirable for the safety, protection,
preservation or security of the Premises or the Building or the Landlord’s
interests or as may be necessary or desirable in the operation of the Building.
The Landlord may enter upon the Premises and may exercise any or all of the
foregoing rights reserved pursuant to this Paragraph 24 without the same
being construed as an unlawful entry into the Premises and without being deemed
guilty of an eviction, actual or constructive, or without being deemed guilty
of trespass or disturbance of the Tenant’s use or possession and without being
liable in any manner to Tenant and without abatement of Rent or affecting any
of Tenant’s obligations hereunder.


 


25.           NOTICES.


 


(a)           Except
as otherwise expressly provided in this Lease, any bills, statements, consents,
notices, demands or other communications required to be given under this Lease
(“Notice(s)”) shall be in writing and shall be deemed to have been properly
given if delivered personally or by a recognized courier, with a signed
receipt, or if deposited with the United States Postal Service (or any official
successor thereto) designated certified or registered mail, return receipt
requested, bearing adequate postage and addressed as follows, or at such other
address as has been specified by written notice delivered in accordance
herewith:


 


	
  If to
  Tenant:

  	
   

  	
  (i) at
  Tenant’s address set forth in this Lease if given prior to Tenant’s taking
  possession of the Premises, or (ii) at the Building, if given subsequent to
  Tenant’s taking possession of the Premises, and to Kevin Conlin, CROSS
  COUNTRY CONSULTING, 222 South Central, Suite 400, St. Louis, Missouri 63105;
  or (iii) any place where Tenant or any agent or employee of Tenant may be
  found if given

  



 


26

















 


	
   

  	
   

  	
  subsequent
  to Tenant’s vacating, deserting, abandoning or surrendering the Premises, and
  in all cases, with a copy to Brian Andrew, Husch & Ettenberger, LLC, 100
  North Broadway, Suite 1300, St. Louis, Missouri 63102.

  
	
   

  	
   

  	
   

  
	
  If to Landlord:

  	
   

  	
  CORNERS REALTY
  CORPORATION, INC., 522 Fifth Avenue, Ninth Floor, New York, NY 10036, Attn:
  James C. McLoughlin, Vice President, with copies to TRAMMELL CROW COMPANY,
  6525 The Corners Parkway, Suite 112, Norcross, GA 30092, Attn: Property
  Manager.

  



 


(b)           Notices shall be deemed to have been rendered or given (i) on the date
delivered, if delivered by hand or by a recognized courier, or (ii) on the date
mailed, if mailed as provided in Subparagraph 25(a). Notice given by counsel for either party on
behalf of such party or by the Property Manager on behalf of Landlord shall be
deemed valid notices if addressed and sent in accordance with the provisions of
this Paragraph 25.


 


(c)           Notwithstanding the provisions of Subparagraph 25(a), Notices
requesting services for overtime periods pursuant to Paragraph 5 may be
given by delivery to the Building superintendent or any other person in the
Building designated by Landlord to receive such Notices, and bills may be
rendered by delivering them to the Premises without the necessity of a receipt.


 


(d)           Tenant hereby appoints as his agent to receive the service of all
dispossessory or distraint proceedings and notices thereunder, and all notices
required under this Lease, the person in charge of or occupying the Premises at
the time; and if no person is in charge or occupying same, then such service or
notice may be made by attaching the same on the main entrance to the Premises.
A copy of all notices under this Lease shall also be sent to Tenant’s last
address of which notice was given to Landlord in accordance with this
Paragraph, if different from the Premises.


 


26.           BROKERS AND AGENTS.  Tenant
represents and warrants to Landlord that it has not entered into any agreement
with, or otherwise had any dealings with, any broker or agent other than
Tenant’s Broker in connection with the negotiation, procurement or execution of
this Lease which could form the basis of any claim by any such broker or agent
for a brokerage fee or commission, finder’s fee, or any other compensation of
any kind or nature in connection herewith, and Tenant shall, and hereby agrees
to, indemnify, defend and hold Landlord harmless from all costs (including, but
not limited to, court costs, investigation costs, and attorneys’ fees),
expenses, or liability for commissions or other compensation claimed by any
broker or agent with respect to his Lease which arise out of any agreement or
dealings, or alleged agreement or dealings, between Tenant and any such agent
or broker other than Tenant’s Broker. This provision shall survive the
expiration or earlier termination of this Lease.


 


27

















 


27.           PARKING.


 


(a)           Tenant shall have the non-exclusive use, in common with other occupants
of the Building, of spaces within which to park vehicles at a ratio of four (4)
cars per one thousand (1,000) usable square feet of Premises leased, in the
exterior surface parking facility provided by Landlord for use by Tenant, its
employees, agents, invitees and licensees, all subject, however, to the rights
given to other tenants of the Buildings, and subject to the Rules and
Regulations propounded by Landlord from time to time.


 


(b)           Landlord reserves the right, at any time and from time to time, to
close temporarily all or any portions of the parking area when in Landlord’s
reasonable judgment any such closing is necessary or desirable (i) to make
repairs or changes or to effect construction, (ii) to prevent the acquisition
of public rights in such area, (iii) to discourage unauthorized parking, or
(iv) to protect or preserve persons or property. Landlord may do such other
acts in and to the parking area as in its judgment may be desirable to improve
or maintain same.


 


(c)           Tenant agrees that it, any subtenant or licensee and their respective
officers, employees, contractors and agents will park their automobiles and
other vehicles only where and as permitted by Landlord. Tenant will, if and
when so requested by Landlord, furnish Landlord with the license numbers of any
vehicles of Tenant, any subtenant or licensee and their respective officers,
employees, contractors and agents. Landlord may remove, at Tenant’s expense,
any vehicles which are parked or abandoned in violation of the Rules and
Regulations propounded by Landlord from time to time.


 


28.           INTENTIONALLY
DELETED.


 


29.           MISCELLANEOUS.


 


(a)           For the purposes of this Lease and all agreements supplemental to this
Lease, unless the context otherwise requires:


 


(1)           The
words “hereunder” and “hereby” and words of similar import shall be construed
to refer to this Lease as a whole and not to any particular Paragraph.


 


(2)           Tenant’s
obligations shall be construed as conditions as well as covenants, each
separate and independent of any other terms of this Lease.


 


(3)           Reference
to Landlord as having “no liability” or being “without liability” shall mean
that Tenant shall not be entitled to terminate this Lease, or to claim actual
or constructive eviction, partial or total, or to receive any abatement or
diminution of rent, or to be relieved in any manner of any of its other
obligations hereunder, or to be compensated for loss or injury suffered or to
enforce any other right or liability against Landlord under this Lease or to
Tenant’s use or occupancy of the Premises.


 


(4)           Reference
to “termination of this Lease” or “expiration of this Lease” and words of like
import include expiration or sooner termination of this Lease 


 


28

















 


and the Term and the estate
granted or cancellation of this Lease pursuant to any of the provisions of this
Lease or pursuant to law. Upon the termination of this Lease, the Term and
estate granted by this Lease shall end at 11:59 p.m. on the date of termination
as if such date were the Expiration Date, and neither party shall have any
further obligation or liability to the other after such termination except  (i) as shall be expressly provided for in
this Lease, and (ii) for such obligations as by their nature under the
circumstances can only be, or by the provisions of this Lease, may be performed
after such termination, and, in any event, unless expressly otherwise provided
in this Lease, any liability for a payment
(which shall be apportioned as of such termination) which shall have accrued to
or with respect to any period ending at the time of termination shall survive
the termination of this Lease.


 


(5)           Words
and phrases used in the singular shall be deemed to include the plural and vice
versa.


 


(6)           The
rule of “ejusdem generis” shall not be applicable to limit a general statement
following or referable to an enumeration of specific matters to matters similar
to the matters specifically mentioned.


 


(b)           The terms, provisions, covenants and conditions contained in this Lease
shall apply to, inure to the benefit of, and be binding upon the parties hereto
and upon their respective heirs, legal representatives, successors and
permitted assigns, except as otherwise herein expressly provided. Landlord
shall have the right to assign any of its rights and obligations under this
Lease. The duties and obligations of Tenant herein shall be binding upon all or
any of them. The duties and obligations of Tenant shall run and extend not only
to the benefit of the Landlord, as named herein, but to the following, at the
option of the following or any of them: (i) any person, by, through or under
which Landlord derives the right to lease the Premises; (ii) the owner of the
Land; and (iii) holders of mortgage, deed to secure debt or rent assignment
interests in the Premises, as their interests may appear; provided, however,
nothing contained herein shall be construed to obligate Tenant to pay Rent to
any person other than Landlord until such time as Tenant has been given written
notice of either an exercise of a rent assignment or the succession of some
other party to the interests of Landlord.


 


(c)           The captions inserted in this Lease are for convenience only and in no
way define, limit or otherwise describe the scope or intent of this Lease, or
any provision hereof, or in any way affect the interpretation of this Lease.


 


(d)           This Lease sets forth the entire agreement between the parties and
cancels all prior negotiations, arrangements, brochures, agreements, and
understandings, if any, between Landlord and Tenant regarding the subject
matter of this Lease.  This Lease may
not be altered, changed or amended (other than the Rules and Regulations)
except by an instrument in writing signed by both parties hereto.  Except as specifically provided in this
Lease, Landlord makes no representations or warranties concerning the Building
or the Park.


 


(e)           All obligations of Tenant hereunder not fully performed as of the
expiration or earlier termination of the Term shall survive the expiration or
earlier termination of


 


29

















 


the Term, including without limitation all
payment obligations with respect to Rent and all obligations concerning the
condition of the Premises.


 


(f)            If any clause or provision of this Lease is
illegal, invalid or unenforceable under present or future laws effective during
the Term, then and in that event it is the intention of the parties hereto that
the remainder of this Lease shall not be affected thereby, and it is also the
intention of the parties to this Lease that in lieu of each clause or provision
of this Lease that is illegal, invalid or unenforceable, there be added as a
part of this Lease a clause or provision as similar in terms to such illegal,
invalid or unenforceable clause or provision as may be possible and be legal,
valid and enforceable.


 


(g)           This Lease shall not be valid or binding unless and until accepted by
Landlord in writing and a fully executed copy is delivered to both parties
hereto.


 


(h)           Time is of the essence of this Lease and all of its provisions;
provided, however, the failure of Landlord to provide Tenant with any
notification regarding adjustments in Rent within the time periods prescribed
in this Lease shall not relieve Tenant of its obligation to make such payments,
which payments shall be made at such time as notice is subsequently given.


 


(i)            Landlord shall have the right at any time,
and from time to time, to amend unilaterally the provisions of this Lease if
Landlord is advised by its counsel that all or any portion of the Rent paid by
Tenant to Landlord hereunder is, or may be deemed to be, unrelated business
taxable income within the meaning of the United States Internal Revenue Code or
regulations issued thereunder, or if any other provision of this Lease shall
result in an ERISA violation by Landlord, and Tenant agrees that it will
execute all documents necessary to effect any such amendment, provided that no
such amendment shall increase Tenant’s payment obligations or other liability
under this Lease or reduce Landlord’s obligations hereunder.


 


(j)            The waiver by Landlord of any breach of any
term, covenant or condition herein contained shall not be deemed to be a waiver
of any other term, covenant or any subsequent breach of the same or any other
term, covenant or condition herein contained. The subsequent acceptance of Rent
or other sums due hereunder by Landlord shall not be deemed to be a waiver of
any preceding breach by Tenant of any term, covenant or condition of this
Lease, other than the failure of Tenant to pay the particular payment so
accepted, regardless of Landlord’s knowledge of such preceding breach at the
time of acceptance of such payment. No covenant, term or condition of this
Lease shall be deemed to have been waived by Landlord unless such waiver is in
writing signed by Landlord.


 


(k)           Tenant agrees to comply with current and future restrictions of record
that are applicable to the Building or Park.


 


(1)           Landlord and Tenant represent and warrant that each has the full right
and authority to enter into this Lease. Each party agrees to furnish to the
other, promptly upon demand, a corporate resolution, proof of due authorization
by partners, or other appropriate documentation evidencing the due
authorization of such party to enter into this Lease.


 


30

















 


(m)          This Lease shall create the relationship of Landlord and Tenant between
the parties hereto; no estate shall pass out of Landlord. Tenant has only a
usufruct, not subject to levy and sale, and not assignable by Tenant except by
Landlord’s consent as specifically provided in Paragraph 10 of this
Lease.


 


(n)           Notwithstanding anything contained elsewhere in this Lease, Tenant
shall have no claim, and hereby waives the right to any claim, against Landlord
for money damages by reason of any refusal, withholding or delaying by Landlord
of any consent, approval or statement of satisfaction required of Landlord by
this Lease or applicable law. In such event, Tenant’s only remedy for any
refusal, withholding or delay which is determined to be unreasonable or in
contravention of this Lease or applicable law shall be an action for specific
performance or an injunction to enforce any such requirement.


 


(o)           Anything contained in this Lease to the contrary notwithstanding.
Tenant shall look solely to Landlord’s interest in the Building for the
collection of any judgment or other judicial process requiring the payment of
money by Landlord for any default or breach by Landlord under this Lease, subject, however, to the prior rights of any
mortgagee, the holder of any deed to secure debt or lessor of the Park. No
other assets of Landlord or any partners, shareholders, or other principals of
Landlord shall be subject to levy, execution or other judicial process for the
satisfaction of Tenant’s claim.


 


(p)           This Lease shall be governed by and construed under the laws of the
State of Georgia, without regard to the conflicts of laws rules of such state.
Any action brought to enforce or interpret this Lease shall be brought in the
court of appropriate jurisdiction in Gwinnett County, Georgia. Should any
provision of this Lease require judicial interpretation, Landlord and Tenant
hereby consent to the service of process and jurisdiction of the courts of the
State of Georgia. The parties stipulate that the court interpreting or
considering same shall not apply the presumption that the terms hereof shall be
more strictly construed against a party by reason of any rule or conclusion
that a document should be construed more strictly against the party who itself
or through its agent prepared the same, it being agreed that all parties hereto
have participated in the preparation of this Lease and that each party had full
opportunity to consult legal counsel of its choice before the execution of this
Lease. If any words or phrases in this Lease are stricken out or otherwise
added, this Lease shall be construed as if the words or phrases so stricken out
or otherwise eliminated were never included in this Lease and no implication or
inference shall be drawn from the fact that such words or phrases were stricken
out or otherwise eliminated. The Tenant hereby represents that it is not
entitled, directly or indirectly, to diplomatic or sovereign immunity. The
provisions of this Subparagraph 29(p) shall survive the expiration or
sooner termination of the Lease.


 


(q)           Tenant agrees to pay all attorneys’ fees and expenses the Landlord
incurs in enforcing any of the obligations of Tenant under this Lease or in any
litigation or negotiation in which Landlord shall, without its fault, become
involved through or on account of this Lease.


 


31

















 


(r)            Any elimination or shutting off of light,
air, or view by any structure which may be erected on lands adjacent to the
Building shall in no way affect this Lease and Landlord shall have no liability
to Tenant with respect thereto.


 


(s)           Neither
this Lease nor any memorandum of this Lease shall be recorded.


 


(t)            Landlord and Tenant hereby waive
trial by jury in any action, proceeding or counterclaim brought by either of
them against the other on any matters whatsoever arising out of or in any way
connected with this Lease, whether during or after the Term, or for the
enforcement of any remedy under any statute, emergency or otherwise. If Landlord
shall commence any summary proceeding against Tenant, Tenant will not interpose
any permissive counterclaim of whatever nature in any such proceeding (unless
failure to impose such counterclaim would preclude Tenant from asserting in a
separate action the claim which is the subject of such counterclaim), and will
not seek to consolidate such proceeding with any other action which may have
been or will be brought in any other court by Tenant or Landlord.


 


(u)           Should Landlord assign this Lease as provided for above, or should
Landlord enter into a security deed or other mortgage affecting the Premises
and should the holder of such deed or mortgage succeed to the interest of
Landlord, Tenant shall be bound to said assignee or any such holder under all
the terms, covenants and conditions of this Lease for the balance of the Term
hereof remaining after such succession, and Tenant shall attorn to such
succeeding party as its Landlord under this Lease promptly under any such
succession. Upon any assignment or transfer of Landlord’s interest in this
Lease, Landlord shall automatically be released from any liability arising
under this Lease from and after the date of such assignment or transfer. Tenant
agrees that should any party so succeeding to the interest of Landlord require
a separate agreement of attornment regarding the matters covered by this Lease,
then Tenant shall enter into such agreement, provided that the same does not
materially modify any of the economic provisions of this Lease.


 


(v)           This Lease and the obligation of Tenant to pay Rental hereunder and to
perform all of the other covenants and agreements hereunder on the part of
Tenant to be performed shall in no way be affected, impaired or excused because
Landlord is unable to fulfill any of Landlord’s obligations under this Lease,
expressly or implicitly to be performed by Landlord, or because Landlord is
unable to make or is delayed in making any repairs, additions, alterations,
improvements or decorations, or is unable to supply or is delayed in supplying
any services, equipment or fixtures, if Landlord is prevented from or delayed
in so doing by reason of acts of God, casualty, strikes or labor troubles,
accident, governmental preemption in connection with an emergency.
Requirements, conditions of supply and demand which have been or are affected
by war or other emergency, or any other cause whatsoever, whether similar or
dissimilar to the foregoing, beyond Landlord’s reasonable control (“Unavoidable
Delays”).


 


30.           RIGHT OF FIRST REFUSAL FOR SECOND GENERATION SPACE.


 


Beginning
on the Commencement Date and continuing throughout the Term of this Lease, and
provided that Tenant is not in uncured default under this Lease beyond any
applicable notice and cure period at such time, as and when those certain
leasable spaces or suites known as 


 


32

















 


Suite 520 and shown cross-hatched on the
floor plan attached hereto as Exhibit becomes available for re-lease and
re-tenanting which has previously been leased by Landlord to another party (the
“Second Generation Space”), then prior to the date and time that Landlord makes
or responds to a written offer (the “Second Generation Space Offer”)
from a third party potential tenant for such Second Generation Space (i.e. a
party other than the existing tenant thereof, if any) (“Third Party Potential
Tenant”), Landlord shall first provide to Tenant a written notice of
availability of such Second Generation Space and the terms and conditions of
such Second Generation Space Offer. Tenant shall have ten (10) business days
after the date of Landlord’s notice of availability of such Second Generation
Space to notify Landlord in writing that Tenant wishes to accept the terms and
conditions for the leasing of such Second Generation Space from Landlord as set
forth in such Second Generation Space Offer, and Tenant shall have thirty (30)
days from the date Tenant notifies Landlord of its acceptance of the Second
Generation Space Offer to execute a lease amendment with Landlord with respect
to such Second Generation Space, which Landlord and Tenant agree to negotiate
in good faith. If the Tenant does not accept the offer embodied in the Second
Generation Space Offer within the ten (10) business day period set forth above,
then Tenant’s right of first refusal shall expire and terminate as to such
Offer and Landlord shall thereafter be free to lease such Second Generation
Space, under conditions not materially less favorable to the Landlord than
those set forth in the Second Generation Space Offer to such Third Party
Potential Tenant.


 


In
the event the Second Generation Space (or any part of the Second Generation
Space which is the subject of the Second Generation Space Offer) is not leased
to the Third Party Potential Tenant, then any further offer to lease all or any portion of the Second
Generation Space to any subsequent tenant must be first submitted to the Tenant
in accordance with the provisions of this Section.


 


Except
for the specific terms and conditions of the Second Generation Space Offer as
accepted by Tenant, the Second Generation Space shall be leased on the same
terms, covenants and conditions as are set forth in this Lease and are then
current hereunder, except that: (i) Tenant shall have no further or additional
rights or options to elect to expand the Premises pursuant to this clause; and
(ii) all other terms and conditions of the Lease shall be and remain in full
force and effect.


 


31.           OPTION TO EXPAND INTO SUITE 510. 
Beginning on the Commencement Date and continuing until 5:00 p.m. on
October 1, 2003, and provided that Tenant is not in uncured default under this
Lease beyond any applicable notice and cure period at such time. Tenant is
hereby granted the option to elect to expand the Premises by approximately
2,843 rentable square feet of area located in Suite 510 as depicted on Exhibit
I attached hereto and incorporated herein by this reference (such expansion
space being hereinafter referred to as the “510 Expansion Space”). The 510
Expansion Space shall be leased on the same terms, covenants and conditions as
are set forth in this Lease and are then current hereunder, except that: (i)
such 510 Expansion Space shall be prepared for Tenant’s occupancy at Landlord’s
sole cost and expense, but subject to a maximum Leasehold Improvement Allowance
of $8.00 per rentable square foot from Landlord, and the 510 Expansion Space
shall be made available to Tenant and payment of rental shall commence not
later than March 1, 2004; (ii) the Base Rent for the Expansion Space shall be
equal to the rentable square footage of the 510 Expansion Space 


 


33

















 


multiplied by the then current per square
foot rental rate set forth in the Lease (iii) such 510 Expansion Space shall be
subject to any and all future increases in rental that may thereafter occur in
accordance with the Lease as if the 510 Expansion Space was part of the
original Premises; (iv) Tenant shall have no further or additional rights or
options to elect to expand the Premises pursuant to this clause; and (v) all
other terms and conditions of the Lease shall be and remain in full force and
effect. Tenant’s election to expand the Premises to include the 510 Expansion
Space shall be exercised, if at all, by Tenant giving written notice, which
must be received by Landlord on or before 5:00 p.m. on October 1, 2003. Without
any further instrument, lease or agreement, the rentable area of the Premises
shall be so expanded in accordance with such expansion election, or, within ten
(10) days after Landlord’s written request to Tenant, Tenant shall execute a
Lease amendment and/or such other documentation as Landlord may request to
memorialize the exercise of such extension option.


 


32.           OPTION TO EXPAND INTO SUITE 530. 
Beginning on the Commencement Date and continuing until 5:00 p.m. on
January 1, 2004, and provided that Tenant is not in uncured default under this
Lease beyond any applicable notice and cure period at such time. Tenant is
hereby granted the option to elect to expand the Premises by approximately
4,291 rentable square feet of area located in Suite 530 as depicted on Exhibit
J attached hereto and incorporated herein by this reference (such expansion
space being hereinafter referred to as the “530 Expansion Space”). The 530
Expansion Space shall be leased on the same terms, covenants and conditions as
are set forth in this Lease and are then current hereunder, except that: (i)
such 530 Expansion Space shall be prepared for Tenant’s occupancy at Landlord’s
sole cost and expense, but subject to a maximum Leasehold Improvement Allowance
of $5.00 per rentable square foot from Landlord, and the 530 Expansion Space
shall be made available to Tenant and payment of rental shall commence not
later than September 1, 2004; (ii) the Base Rent for the Expansion Space
shall be equal to the rentable square footage of the 530 Expansion Space
multiplied by the then current per square foot rental rate set forth in the
Lease (iii) such 530 Expansion Space shall be subject to any and all future
increases in rental that may thereafter occur in accordance with the Lease as
if the 530 Expansion Space was part of the original Premises; (iv) Tenant shall
have no further or additional rights or options to elect to expand the Premises
pursuant to this clause; and (v) all other terms and conditions of the Lease
shall be and remain in full force and effect. Tenant’s election to expand the
Premises to include the 530 Expansion Space shall be exercised, if at all, by
Tenant giving written notice, which must be received by Landlord on or before
5:00 p.m. on January 1, 2004. Without any further instrument, lease or
agreement, the rentable area of the Premises shall be so expanded in accordance
with such expansion election, or, within ten (10) days after Landlord’s written
request to Tenant, Tenant shall execute a Lease amendment and/or such other
documentation as Landlord may request to memorialize the exercise of such
extension option.


 


33.           OPTION
TO RENEW THIS LEASE.  At the expiration
of the initial term, if this Lease is in full force and effect and Tenant has
not been in default of any provision of the Lease during the term of the Lease
and has performed all of its covenants and conditions and has not subleased the
Premises, Tenant shall have the Option to extend this Lease for a further term
of five (5) years, upon the same covenants, provisions and conditions herein
set forth, except that the Base Rental and Leasehold Improvement Allowance
shall be adjusted to reflect the then fair market rental rate and amounts as of
the date for the expiration of the initial term. The foregoing 


 


34

















 


option to extend this Lease
shall be exercised in writing by the Tenant no later than 180 days prior to the
expiration of the initial term.


 


 


[SIGNATURES
APPEAR ON FOLLOWING PAGE]


 


35

















 


IN WITNESS WHEREOF, the parties hereto have executed this Lease as of
the day and year first above written.


 


	
   

  	
   

  	
  CORNERS REALTY CORPORATION, INC.,

  
	
  Witness:

  	
   

  	
  a Delaware corporation, as Landlord

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Yi-Shan Huang

  	
   

  	
  By:

  	
   

  	
  /s/

  	
  James C. McLoughlin

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  	
  Name:

  	
  James C. McLoughlin

  
	
   

  	
  Title:

  	
     Analyst

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CROSS COUNTRY CONSULTING,

  
	
  Witness

  	
   

  	
  a Delaware corporation, as Tenant

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Connie Eubanks

  	
   

  	
  By:

  	
   

  	
  /s/

  	
  Kevin Conlin

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  	
  Name:

  	
  Kevin Conlin

  
	
   

  	
  Title:

  	
  Office Manager

  	
   

  	
   

  	
  Title:

  	
  President

  
											



 


36

















 


EXHIBIT A


LEGAL DESCRIPTION


 


EXHIBIT B


FLOOR PLAN


 


EXHIBIT C


PLANS AND SPECIFICATIONS


 


EXHIBIT D


WORK AGREEMENT


 


EXHIBIT E


COMMENCEMENT DATE AGREEMENT


 


EXHIBIT F


RULES AND REGULATIONS


 


EXHIBIT G


FORM OF INSURANCE CERTIFICATE


 


EXHIBIT H


RIGHT OF FIRST REFUSAL FOR SECOND GENERATION
SPACE


 


EXHIBIT I


OPTION TO EXPAND – THE 510 EXPANSION SPACE


 


EXHIBIT J


OPTION TO EXPAND – THE 530 EXPANSION SPACE


 


EXHIBIT K


GUARANTY OF LEASE


 


 


Exhibits are available upon request


 


37