Exhibit
10.24


 


LEASE AGREEMENT


 


BETWEEN


 


CORNERS REALTY CORPORATION,
INC.


 


(Landlord)


 


AND


 


CEJKA &
COMPANY


 


(Tenant)


 


 


Dated:
May 11, 2001


 

















 


This Lease Agreement (“Lease”) is made this l/f day of May, 2001 by and between
CORNERS REALTY CORPORATION, INC., a. Delaware
corporation (“Landlord”), and CEJKA & COMPANY, a Delaware corporation
having an address at
                         
(“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 Numbers 120 and 450 substantially as shown on Floor Plan(s)
attached hereto as Exhibit B and made a part hereof, which the parties
agree contain 296 rentable square feet and 8,845 rentable square feet,
respectively, as of the date of this Lease, for a total of 9,141 rentable
square feet.


 


(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.  July 1, 2001.


 


(h)           Expiration Date.  December 31, 2006.


 


(i)            Term. 
Approximately Five (5) Years and Six (6) Months (Total: 66 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.  $3,818.00.


 


(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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(l)            Base Rent:


 


	
  Lease
  Period

  	
   

  	
  Per Rentable Square

  Foot

  	
   

  	
  Annually

  	
   

  	
  Monthly

  	
   

  
	
  7/1/01 –
  6/30/02

  	
   

  	
  $

  	
  19.00

  	
   

  	
  $

  	
  173,679.00

  	
   

  	
  $

  	
  14,473.25

  	
   

  
	
  7/1/02 –
  6/30/03

  	
   

  	
  $

  	
  19.95

  	
   

  	
  $

  	
  182,362.92

  	
   

  	
  $

  	
  15,196.91

  	
   

  
	
  7/1/03 –
  6/30/04

  	
   

  	
  $

  	
  20.95

  	
   

  	
  $

  	
  191,503.92

  	
   

  	
  $

  	
  15,958.66

  	
   

  
	
  7/1/04 –
  6/30/05

  	
   

  	
  $

  	
  21.99

  	
   

  	
  $

  	
  201,010.56

  	
   

  	
  $

  	
  16,750.88

  	
   

  
	
  7/1/05 –
  6/30/06

  	
   

  	
  $

  	
  23.09

  	
   

  	
  $

  	
  211,065.72

  	
   

  	
  $

  	
  17,588.81

  	
   

  
	
  7/1/06 –
  12/31/06

  	
   

  	
  $

  	
  24.24

  	
   

  	
  $

  	
  110,788.92*

  	
   

  	
  $

  	
  18,464.82

  	
   

  



 












*for six (6) months


 


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


 


(n)           Tenant’s Broker(s).  Corporate Property Advisors,


 


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


 


(p)           Tenant Improvement Allowance.  Up to $109,692.00 (or $12.00 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)           Intentionally deleted.


 


(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 within
five (5) Business Days; (ii) Tenant’s request for materials, finishes or
installations other


 


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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 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 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. O. 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 Rent) . If the Term commences
on a day other than the first day of a month, or


 


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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 installment (s) 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 (1H%) 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.


 


(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


 


8

















 


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 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


 


9

















 


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 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


 


10

















 


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 provisions 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
fee 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. Landlord shall be allowed
to take all reasonable material into and upon the Premises that may be


 


11

















 


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 notice 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


 


14

















 


under the sublease to Tenant in excess of the Base Rent and Additional
Rent accruing during the 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 $1,000,000 for an aggregate limit.
n 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.


 


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 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


 


20

















 


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); or


 


(d)           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 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;


 


21

















 


(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 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.


 


22

















 


(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 of
repairing all damage to the Building or the Premises caused by such removal,
shall be 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


 


23

















 


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.


 


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


 


24

















 


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.


 


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.


 


25

















 


24.           CERTAIN RIGHTS RESERVED TO LANDLORD.  Landlord reserves and may exercise the
following rights without affecting Tenant’s obligation 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 Karen Robbins, Cejka &
Company, 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
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.


 


26

















 


If to Landlord:                CORNERS REALTY CORPORATION, INC., 522 Fifth
Avenue, Ninth Floor, New York, NY 10036, Attn: Douglas P. Lawrence, Vice
President, with copies to: (i) TRAMMELL CROW COMPANY, 6525 The Corners Parkway,
Suite 112, Norcross, GA 30092, Attn: Property Manager; and (ii) Kritzer &
Levick, P.C., 6400 Powers Ferry Road, Atlanta, GA 30339, Attn: Barbara Botein,
Esq.


 


(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 this 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.           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


 


27

















 


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
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


 


28

















 


 


 


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 respective
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 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


 


29

















 


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.


 


(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.


 


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(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.


 


(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


 


31

















 


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”).


 


[Signatures Appear on Following
Page]


 


32

















 


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/ Paulene Gates

  	
   

  	
  By:

  	
   

  	
  /s/ Douglas P. Lawrence

  	
   

  
	
   

  	
  Name: Paulene Gates

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CEJKA & COMPANY, a Delaware

  
	
  Witness:

  	
  corporation, as Tenant

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Connie Eubanks

  	
   

  	
  By:

  	
   

  	
  /s/ Kevin P. Conlin

  	
   

  
	
   

  	
  Title: Exec. Assistant

  	
   

  	
  Vice President

  	
   

  
									



 


33

















 


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


 


 


Exhibits are available upon request.


 


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