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Exhibit 10.3

CONSTRUCTION AGENCY AGREEMENT

dated as of July 12, 2002

among

ATLANTIC FINANCIAL GROUP, LTD.

and

CONCORD EFS, INC.,
as Construction Agent





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TABLE OF CONTENTS

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|------------ | ---- | -------------------------------------------- |  | ------------------------------------------------------------------ | -- | ---- | -- | 
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|ARTICLE I    |      | DEFINITIONS                                  |  |                                                                    | 1  |     
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|             | 1.1. |                                              |  | Defined Terms                                                      |    |      | 1  | 
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|ARTICLE II   |      | APPOINTMENT OF CONSTRUCTION AGENT            |  |                                                                    | 2  |     
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|             | 2.1. |                                              |  | Appointment                                                        |    |      | 2  | 
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|             | 2.2. |                                              |  | Acceptance; Construction                                           |    |      | 2  | 
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|             | 2.3. |                                              |  | Commencement of Construction                                       |    |      | 2  | 
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|             | 2.4. |                                              |  | Supplements to this Agreement                                      |    |      | 2  | 
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|             | 2.5. |                                              |  | Term                                                               |    |      | 3  | 
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|             | 2.6. |                                              |  | Identification of Properties; Construction Documents               |    |      | 3  | 
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|             | 2.7. |                                              |  | Scope of Authority                                                 |    |      | 3  | 
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|             | 2.8. |                                              |  | Covenants of the Construction Agent                                |    |      | 5  | 
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|             | 2.9. |                                              |  | Insurance                                                          |    |      | 6  | 
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|ARTICLE III  |      | THE BUILDINGS                                |  |                                                                    | 12 |     
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|             | 3.1. |                                              |  | Amendments; Modifications                                          |    |      | 12 | 
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|             | 3.2. |                                              |  | Casualty and Condemnation                                          |    |      | 12 | 
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|             | 3.3. |                                              |  | Indemnity                                                          |    |      | 13 | 
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|             | 3.4. |                                              |  | Construction Force Majeure Events                                  |    |      | 13 | 
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|ARTICLE IV   |      | PAYMENT OF FUNDS                             |  |                                                                    | 14 |     
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|             | 4.1. |                                              |  | Funding of Property Acquisition Costs and Property Buildings Costs |    |      | 14 | 
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|ARTICLE V    |      | CONSTRUCTION AGENCY EVENTS OF DEFAULT        |  |                                                                    | 15 |     
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|             | 5.1. |                                              |  | Construction Agency Events of Default                              |    |      | 15 | 
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|             | 5.2. |                                              |  | Damages                                                            |    |      | 16 | 
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|             | 5.3. |                                              |  | Remedies; Remedies Cumulative                                      |    |      | 16 | 
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|             | 5.4. |                                              |  | Limitation on Construction Agents Recourse Liability              |    |      | 17 | 
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|             | 5.5. |                                              |  | Construction Agents Right to Purchase                             |    |      | 18 | 
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|             | 5.6. |                                              |  | Construction Return Procedures                                     |    |      | 18 | 
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|ARTICLE VI   |      | NO CONSTRUCTION AGENCY FEE                   |  |                                                                    | 19 |     
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|             | 6.1. |                                              |  | Lease as Fulfillment of Lessors Obligations                       |    |      | 19 | 
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|ARTICLE VII  |      | LESSORS RIGHTS; CONSTRUCTION AGENTS RIGHTS |  |                                                                    | 20 |     
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|             | 7.1. |                                              |  | Exercise of the Lessors Rights                                    |    |      | 20 | 
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|             | 7.2. |                                              |  | Lessors Right to Cure Construction Agents Defaults               |    |      | 20 | 
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|ARTICLE VIII |      | MISCELLANEOUS                                |  |                                                                    | 20 |     
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|             | 8.1. |                                              |  | Successors and Assigns                                             |    |      | 20 | 

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| | 8.2. |  |  | Notices                        |  |      | 20 | 
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| | 8.3. |  |  | GOVERNING LAW                  |  |      | 20 | 
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| | 8.4. |  |  | Amendments and Waivers         |  |      | 20 | 
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| | 8.5. |  |  | Counterparts                   |  |      | 21 | 
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| | 8.6. |  |  | Severability                   |  |      | 21 | 
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| | 8.7. |  |  | Headings and Table of Contents |  |      | 21 | 
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| | 8.8. |  |  | Jurisdiction; Waivers          |  |      | 21 | 

ii





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EXHIBITS

|          |  |                                                    
|--------- |  | ---------------------------------------------------
|Exhibit A |  | Form of Supplement to Construction Agency Agreement

iii





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CONSTRUCTION AGENCY AGREEMENT

CONSTRUCTION AGENCY AGREEMENT, dated as of July 12, 2002 (as amended,
supplemented or otherwise modified from time to time, this Agreement),
between ATLANTIC FINANCIAL GROUP, LTD., a Texas limited partnership, (the
Lessor), and CONCORD EFS, INC., a Delaware corporation (Concord, and in its
capacity as construction agent, the Construction Agent).

PRELIMINARY STATEMENT

A.     Lessor, Concord, as Guarantor, Concord and certain subsidiaries of
Concord that may become party thereto, as Lessees, Electronic Payment Services,
Inc., Star Systems, LLC and other Significant Subsidiaries of Concord that are
or may become party thereto, as Subsidiary Guarantors, the Lenders signatory
thereto and SunTrust Bank, as agent for such Lenders (in such capacity, the
Agent) are parties to that certain Master Agreement, dated as of July 12,
2002 (as amended, supplemented or otherwise modified from time to time pursuant
thereto, the Master Agreement).

B.     Subject to the terms and conditions hereof, (i) the Lessor desires to
appoint Concord as the Construction Agent to act as its sole and exclusive
agent for the identification and acquisition of the Land pursuant to the Master
Agreement and construction of the Buildings in accordance with the Plans and
Specifications and pursuant to the Master Agreement, and (ii) the Construction
Agent desires, for the benefit of the Lessor, to cause the Buildings to be
constructed in accordance with the Plans and Specifications and pursuant to the
Master Agreement and this Agreement, in each case in accordance with the terms
herein set forth.

NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS

1.1. Defined Terms. Capitalized terms used but not otherwise defined in
this Agreement shall have the meanings set forth in Appendix A to the Master
Agreement.





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ARTICLE II

APPOINTMENT OF CONSTRUCTION AGENT

2.1. Appointment. Pursuant to and subject to the terms and conditions
set forth herein and in the Master Agreement and the other Operative Documents,
the Lessor hereby irrevocably designates and appoints Concord as the
Construction Agent to act as its exclusive agent for (i) the identification and
acquisition from time to time of Land to be acquired or leased by the Lessor
and leased or subleased to a Lessee and (ii) the construction of the Buildings
in accordance with the Plans and Specifications on such Land.

2.2. Acceptance; Construction. Concord hereby unconditionally accepts
the designation and appointment as Construction Agent. The Construction Agent
will cause the Buildings to be constructed on the Land substantially in
accordance with the Plans and Specifications and in accordance with the
Operative Documents, and to be equipped in all material respects with all
Applicable Law and insurance requirements. If a Leased Property will be leased
by a Lessee other than Concord, Concord may appoint such Lessee as its
sub-construction agent with respect to such Leased Property, provided that such
appointment shall not affect Concords obligations hereunder, which obligations
shall be primary and shall remain in full force and effect.

2.3. Commencement of Construction. Subject to Construction Force Majeure
Events, the Construction Agent hereby agrees, unconditionally and for the
benefit of the Lessor, to cause Construction of a Building to commence on each
parcel of Land as soon as is reasonably practicable, in its reasonable
judgment, after the Closing Date in respect of such Land. For purposes hereof,
Construction of a Building shall be deemed to commence on the date after the
Closing Date for the related Leased Property (the Construction Commencement
Date) on which excavation for the foundation for such Building or any other
Construction of such Building commences. Without limiting the foregoing, no
phase of such Construction shall be undertaken until all permits then required
for such phase have been issued therefor.

2.4. Supplements to this Agreement. On the Closing Date of each parcel
of Land, the Lessor and the Construction Agent shall each execute and deliver
to the Agent a supplement to this Agreement in the form of Exhibit A to this
Agreement, appropriately completed, pursuant to which the Lessor and the
Construction Agent shall, among other things, each acknowledge and agree that
the Construction of such parcel of Land will be governed by the terms of this
Agreement. Following the execution and delivery of a supplement to this
Agreement as provided above, such supplement and all supplements previously
delivered under this Agreement shall constitute a part of this Agreement. On
or prior to the Closing Date of each parcel of Land, the Construction Agent
shall prepare and deliver to the Lessor and the Agent a construction budget
(the Construction Budget) for the related Leased Property, setting forth in
reasonable detail the budget for the Construction of the proposed Building on
such Land in accordance with the Plans and Specifications therefor, and all
related costs, including the capitalized interest and Yield expected to accrue
during the related Construction Term; such Construction Budget shall include a
line item for the amount of self-insurance or deductibles applicable to such
Leased Property (it

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being understood that the Construction Agent shall have no
liability with respect to self-insurance or deductibles with respect to any
Leased Property during the Construction Term therefor).

2.5. Term. This Agreement shall commence on the date hereof and shall
terminate with respect to any given Leased Property upon the first to occur of:



| |                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) payment by the Lessee of the Leased Property Balance and
termination of the Lease with respect to such Leased Property in
accordance with the Lease;                     
|
| | (b) the expiration or earlier termination of the Lease;                                                                                                                      
|
| | (c) termination of this Agreement pursuant to Article V hereof;                                                                                                              
|
| | (d) the Completion Date for such Leased Property and the completion
of all punch list items as set forth in Section 2.8(d); and                                              
|
| | (e) the payment by the Construction Agent of the Leased Property
Balance or the Construction Failure Payment with respect to such Leased
Property pursuant to this Agreement.

2.6. Identification of Properties; Construction Documents. The
Construction Agent may execute any of its duties and obligations under this
Agreement by or through agents, architects, consultants, contractors,
developers, Affiliates, employees, engineers or attorneys-in-fact, and the
Construction Agent shall enter into such agreements with architects,
contractors, developers, consultants, engineers and such other agents as the
Construction Agent deems necessary or desirable for the construction of the
Buildings pursuant hereto (the Construction Documents); provided, however,
that no such delegation shall limit or reduce in any way the Construction
Agents duties and obligations under this Agreement; provided, further, that
contemporaneously with, or promptly after, the execution and delivery of a
Construction Document, the Construction Agent will execute and deliver to the
Lessor the Security Agreement and Assignment, pursuant to which the
Construction Agent assigns to the Lessor, among other things, all of the
Construction Agents rights under and interests in such Construction Documents.
Each construction contract shall be with a reputable general contractor with
experience in constructing projects that are similar in scope and type to the
proposed Building, and shall provide for a guaranteed maximum project cost
(within sixty (60) days of the Closing Date for the related Leased Property)
and a commercially reasonable retainage amount (but in no event less than 10%
of the related project cost) through substantial completion; it being
understood that full payment may be made to subcontractors whose work has been
fully performed and approved by the Construction Agent.

2.7. Scope of Authority. (A) Subject to the terms, conditions,
restrictions and limitations set forth in the Operative Documents, the Lessor
hereby expressly authorizes the Construction

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Agent, or any agent or contractor
of the Construction Agent, and the Construction Agent unconditionally agrees,
for the benefit of the Lessor, to take all action necessary or desirable for
the performance and satisfaction of all of the Construction Agents obligations
hereunder with respect to the Construction Land Interests acquired or leased by
the Lessor, including, without limitation:



| |                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) the identification and assistance with the acquisition or lease
of Land in accordance with the terms and conditions of the Master
Agreement;                                                                                                                                                                                                         
|
| | (ii) overseeing, directing, supervising and monitoring all design
and supervisory functions relating to the construction of the Buildings
and all engineering work related to the construction of the Buildings;                                                                                                                                         
|
| | (iii) negotiating and entering into all contracts or arrangements
to procure the equipment and services necessary to construct the
Buildings on such terms and conditions as are customary and reasonable in
light of local standards and practices;                                                                                                     
|
| | (iv) obtaining all necessary permits, licenses, consents, approvals
and other authorizations, including those required under Applicable Law
(including Environmental Laws), from all Governmental Authorities in
connection with the construction and the development of the Leased
Property on the Land in accordance with the Plans and Specifications;
|
| | (v) maintaining all books and records with respect to the
construction, operation and management of the Leased Properties; and                                                                                                                                                                                                                           
|
| | (vi) performing any other acts necessary or appropriate in
connection with the identification, and acquisition (or leasing) and
development of the Land and construction of the Buildings in accordance
with the Plans and Specifications, and all other functions typically
undertaken for the construction and development of similar properties.      

(b)  Neither the Construction Agent nor any of its Affiliates or agents
shall enter into any contract which would, directly or indirectly, impose any
liability or obligation on the Lessor unless such contract expressly contains
an acknowledgment by the other party or parties thereto that the obligations of
the Lessor are non-recourse, and that the Lessor shall have no personal
liability with respect to such obligations. Any contract entered into by the
Construction Agent or any of its Affiliates or agents not meeting the
requirements of the foregoing sentence shall be ineffective. Subject to the
foregoing, the Lessor shall execute such documents and take such other actions
as the Construction Agent shall reasonably request, at the Construction Agents
expense, to permit the Construction Agent to perform its duties hereunder.

(c)  Subject to the terms and conditions of this Agreement and the other
Operative Documents, the Construction Agent shall have sole management and
control over the means,

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methods, sequences and procedures with respect to the
Construction. The parties agree and acknowledge that the Construction Agent
shall be in possession and control of each Leased Property during the
Construction Term therefor.

2.8. Covenants of the Construction Agent. The Construction Agent hereby
covenants and agrees that it will:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) following the Construction Commencement Date for each parcel of
Land subject to this Agreement, but subject to Construction Force Majeure
Events, cause construction of a Building on such Land to be prosecuted
diligently and without undue interruption substantially in accordance
with the Plans and Specifications for such Land, in accordance with the
Construction Budget for such Leased Property and in compliance in all
material respects with all Applicable Law and insurance requirements;                                                                                                                  
|
| | (b) notify the Lessor and the Agent in writing not less than five
(5) Business Days after the occurrence of each Construction Force Majeure
Event;                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | (c) take all reasonable and practical steps to cause the Completion
Date for such Leased Property to occur on or prior to the Scheduled
Construction Termination Date for such Leased Property, subject to the
occurrence of Construction Force Majeure Events, and cause all Liens
(including, without limitation, Liens or claims for materials supplied or
labor or services performed in connection with the construction of the
Buildings), other than Permitted Liens and Lessor Liens, to be discharged
or bonded off if disputed in good faith by appropriate proceedings by the
Construction Agent;                    
|
| | (d) following the Completion Date for each Leased Property, (A)
cause all outstanding punch list items with respect to the Buildings on
such Leased Property to be completed within ninety (90) days after said
Completion Date and (B) provide to the Lessor a list, in reasonable
detail, of all Funded Equipment related to such Leased Property; and                                                                                                                                                                                                                                                                        
|
| | (e) at all times during Construction, cause all title to all
personalty financed by the Lessor on or within such Leased Property to be
and remain vested in the Lessor and cause to be on file with the
applicable filing office or offices all necessary documents under Article
9 of the Uniform Commercial Code to perfect Lessors interest therein
free of all Liens other than Permitted Liens and Lessor Liens, it being
understood and acknowledged that such Lessors rights, title and interest
in and to said personalty have been assigned to, or for the benefit of,
the Agent pursuant to the Operative Documents;
|
| | (f) not enter into any agreements or arrangements with any Person
(other than the Funding Parties pursuant to the Operative Documents) that
would result in any claim against, or liability of, the Agent or any
Funding Party resulting from the fact that any                                                                                                                                                                                                                                                                                                                                                                 

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| |                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------
| | Leased Property is not
completed on or prior to the Scheduled Construction Termination Date
therefor; and                                         
|
| | (g) take all reasonable and practical steps to minimize the
disruption of the construction process arising from Construction Force
Majeure Events.

2.9. Insurance.

(a)  Insurance by the Construction Agent: The Construction Agent shall
cause to be procured, and maintain in full force and effect during the
Construction Term, insurance policies with insurance companies authorized to do
business in each jurisdiction in which the Leased Properties under Construction
are located with a Best Insurance Reports rating of A or better and a
financial size category of VIII or higher, with limits and coverage
provisions as set forth below.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) General Liability Insurance. Liability insurance on an
occurrence basis for the Construction Agents and Lessors liability
arising out of claims for personal injury (including bodily injury and
death) and property damage. Such insurance shall provide coverage for
products-completed operations, contractual and personal injury liability
with a $1,000,000 limit per occurrence for combined bodily injury and
property damage with policy aggregates of $2,000,000 (other than
products-completed operations) and $1,000,000 for products-completed
operations. A maximum deductible or self-insured retention of $5,000 per
occurrence shall be allowed. In no event will the Construction Agent be
obligated pursuant to this Agreement to pay the amount of any deductible
or self insurance retention that does not exceed the amount permitted by
this Agreement.
|
| | (ii) Automobile Liability Insurance. Automobile liability insurance
for the Construction Agents and Lessors liability arising out of claims
for bodily injury and property damage covering all leased, non-owned and
hired vehicles used in the performance of the Construction Agents
obligations under this Agreement with a $1,000,000 limit per accident for
combined bodily injury and property damage and containing appropriate
no-fault insurance provisions wherever applicable. A maximum deductible
or self-insured retention of $5,000 per occurrence shall be allowed.                                                                                                                                                                                                                                                                                              
|
| | (iii) Excess Liability Insurance. Liability insurance in excess of
the insurance coverage required in clauses (i) and (ii) above with a
limit of $10,000,000 per occurrence and in the aggregate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (iv) Builders Risk Insurance. Property damage insurance on an all
risk basis insuring the Construction Agent and Lessor, as their
interests may appear, including
coverage against loss or damage from the perils of earth movement
(including but not limited to earthquake, landslide, subsidence and
volcanic eruption), flood, strike, riot and civil commotion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. Property Covered. The builders risk insurance shall
provide coverage for (i) the Buildings, structures, machinery,
equipment, facilities, fixtures, supplies and other property
constituting a part of the Leased Property under Construction, (ii)
property of others in the care, custody or control of the
Construction Agent in connection with the Leased Property, but not
contractors tools, machinery, plant and equipment including spare
parts and accessories not destined to become a permanent part of
the Leased Property, (iii) all preliminary works, temporary works
and interconnection works and (iv) all foundations and other
property below the surface of the ground.                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | b. Additional Coverages. The builders risk policy shall
insure (i) the cost (including labor) of preventive measures to
reduce or prevent further loss (ii) inland transit with sublimits
sufficient to insure the largest single shipment to or from the
Leased Property site from anywhere within North America, (iii)
attorneys fees, engineering and other consulting costs, and permit
fees directly incurred in order to repair or replace damaged
insured property in the amount of $100,000, (iv) expediting
expenses (defined as reasonable extra costs incurred after an
insured loss to make temporary repairs and expedite the permanent
repair of the damaged property) with a sublimit in the amount of
$25,000, (v) off-site storage to insure the full replacement value
of any property or equipment not stored on the Leased Property site
with a sublimit of $150,000, and (vi) demolition expenses, removal
of undamaged portion, and increased cost of construction due to
operation of laws or codes with a sublimit of twenty-five percent
(25%) of the amount of the physical loss or damage.
|
| | c. Special Clauses. The builders risk policy shall include
(i) a 72 hour flood/windstorm/earthquake clause, (ii)unintentional
errors and omissions clause, (iii) a requirement that the insurer
pay losses within 60 days after receipt of an acceptable proof of
loss and (iv) an extension clause allowing the policy period to be
extended up to 60 days without modification to the terms and
conditions of the policy and payment of the premium on a pro-rata
basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | d. Prohibited Exclusions. The builders risk policy shall not
contain any (i) coinsurance provisions, (ii) exclusion for ensuing
direct physical loss or damage resulting from freezing, (iii)
exclusion for physical loss or damage covered under any guarantee
or warranty arising out of an insured peril, or (iv) exclusion for
resultant physical loss or damage caused by ordinary wear and tear,
gradual deterioration, faulty workmanship, design or materials.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | e. Sum Insured. The builders risk policy shall (i) be on a
completed value form, (ii) insure 100% of the completed insurable
value of the Building(s), (iii) value losses at replacement cost,
without deduction for physical depreciation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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| |                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | or obsolescence
including custom duties, taxes and fees and (iv) insure loss or
damage from earth movement and flood with separate sublimits equal
to the anticipated cost of the related Leased Property.
|
| | f. Deductible. The builders risk insurance may have a
deductible not in excess of $5,000.                                                                                                                



| |                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (v) Faulty Design. The Construction Agent hereby represents and
warrants that, with respect to each Leased Property, the agreements with
the Architect provide for $5,000,000 in coverage, and with the contractor
provide for at least $5,000,000 in coverage, for faulty workmanship,
design or materials.                                     
|
| | (vi) Delayed Startup Insurance. Delayed startup coverage insuring
the Lessor and covering the Lessors accrued and capitalized interest and
Yield for a six month period as a result of loss or damage insured by the
builders risk insurance resulting in a delay in completion of the
Building(s) beyond their anticipated date of completion.



| | Such insurance shall (a) have a deductible of not greater than 10 days
per occurrence during the Construction Term, (b) have an indemnity period
not less than six months, (c) cover loss sustained when access to the
Leased Property site is prevented due to an insured peril at premises in
the vicinity of the Leased Property site with a sublimit of $100,000, (d)
cover loss sustained due to the action of a public authority preventing
access to the Leased Property site due to imminent or actual loss or
destruction arising from an insured peril at premises in the vicinity of
the Leased Property site with a sublimit of $100,000, (e) not contain any
form of a coinsurance provision or include a waiver of such provisions,
(f) insure loss caused by damage to finished equipment or machinery while
awaiting shipment at a suppliers premises, and (g) cover losses relating
to real estate tax assessments, insurance expenses, architects and
engineers fees to repair or replace lost or work, legal and accounting
fees, construction management fees, testing and permitting expenses,
marketing and administration expenses and overhead.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |                                                                                                                                           |                                                                                                               | 
| | ----------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------- | 
| | (vii) Endorsements. All policies of liability insurance required to
be maintained by the Construction Agent shall be endorsed as follows.
|
| | a.                                                                                                                                        | To name the Lessor as the loss payee with respect to property
insurance;                                     
|
| | b.                                                                                                                                        | To name the Lessor, the Lenders and the Agent as
additional insureds with respect to all liability insurance;
|
| | c.                                                                                                                                        | To provide a severability of interests and cross
liability clause; and                                       

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| |    |                                                                                                                                                                 | 
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | d. | That the insurance shall be primary and not
excess to or contributing with any insurance or self-insurance
maintained by the Lessor or the additional insureds.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (viii) Waiver of Subrogation. The Construction Agent hereby waives
any and every claim for recovery from the Lessor, the Lenders and the
Agent for any and all loss or damage covered by any of the insurance
policies to be maintained under this Agreement to the extent that such
loss or damage is recovered under any such policy. If the foregoing
waiver will preclude the assignment of any such claim to the extent of
such recovery, by subrogation (or otherwise), to an insurance company (or
other person), the Construction Agent (or other appropriate party) shall
give written notice of the terms of such waiver to each insurance company
which has issued, or which may issue in the future, any such policy of
insurance (if such notice is required by the insurance policy) and shall
cause each such insurance policy to be properly endorsed by the issuer
thereof to, or to otherwise contain one or more provisions that, prevent
the invalidation of the insurance coverage provided thereby by reason of
such waiver.

(b)  Conditions.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) Adjustment of Losses. Losses, if any, with respect to any
Leased Property under any damage policies required to be carried under
this Section 2.9 shall be adjusted with the insurance companies,
including the filing of appropriate proceedings, as follows: (x) so long
as no Construction Agency Event of Default shall have occurred and be
continuing, and provided that the Construction Agent is required, or has
agreed, to repair the damage or if the purchase option has been
exercised, such losses will be adjusted by the Construction Agent, (y) if
any Construction Agency Event of Default shall have occurred and be
continuing or Construction Force Majeure Event declared, or if the
Construction Agent is not required to, and has not agreed to, repair the
damage, such losses shall be adjusted by the Lessor with the consent of
the Construction Agent (which consent shall not be unreasonably withheld
or delayed). The party which shall be entitled to adjust losses may
appear in any proceeding or action to negotiate, prosecute, adjust or
appeal any claim for any award, compensation or insurance payment on
account of any Casualty at such partys reasonable request, and the other
party shall participate in any such proceeding, action, negotiation,
prosecution or adjustment. The Construction Agent may incur no expenses
with respect to loss adjustment without the prior consent, not to be
unreasonably withheld, of the Lessor. Adjustment expenses shall be
funded through Advances. The parties hereto agree that this Agreement
shall control the rights of the parties hereto in and to any such award,
compensation or insurance payment relating to any Casualty affecting a
Construction Land Interest.
|
| | (ii) Application of Insurance Proceeds. All proceeds of insurance
maintained pursuant to this Section 2.9 on account of any damage or
destruction of any Leased
Property (or part thereof) subject to Construction shall be paid to
Lessor, provided that (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | if no Construction Agency Event of Default
shall have occurred and (ii) subject to Section 3.4, the Construction
Agent has undertaken to repair the damage and has demonstrated to the
reasonable satisfaction of the Lessor that the application of such
insurance proceeds, together with the remaining Commitment, are
sufficient to cause the construction to be completed on or prior to the
Scheduled Construction Termination Date, such funds shall be held by
Lessor in a segregated account and disbursed to the Construction Agent to
pay costs incurred by the Construction Agent to effect the repair of the
Leased Property. If the Construction cannot be completed on or prior to
the Scheduled Construction Termination Date, the parties agree to discuss
the issue of disbursement of insurance proceeds to the Construction Agent
in good faith and after such discussion the Lessor shall make a
determination in the exercise of its sole discretion. Any proceeds of
insurance paid to Lessor pursuant in this Section 2.9, not used to repair
the Leased Property and held by Lessor shall be applied to the account of
Construction Agent to reduce the Lease Balance.
|
| | (iii) Additional Insurance. Any additional insurance obtained by
the Construction Agent or the Lessor shall provide that it shall not
interfere with or in any way limit the insurance described in this
Section 2.9 or increase the amount of any premium payable with respect to
any insurance described in such Section. The proceeds of any such
additional insurance will be for the account of the party maintaining
such additional insurance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (iv) Payment of Premiums. The Construction Agent shall cause to be
paid all premiums for the insurance required hereunder from the proceeds
of Advances. The Construction Agent shall renew or replace, or cause to
be renewed or replaced, each insurance policy required hereunder prior to
the expiration date thereof for the duration of the Construction Term.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (v) Policy Cancellation and Change. All policies of insurance
required to be maintained pursuant to this Section 2.9 shall be endorsed
so that if at any time they are cancelled, or their coverage is reduced
(by any party including the insured) so as to affect the interests of the
Lessor, the Agent or any Lender such cancellation or reduction shall not
be effective as to the Lessor, the Agent or such Lender for 30 days,
except for non-payment of premium which shall be for 10 days, after
written notice from such insurer of such cancellation or reduction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (vi) Miscellaneous Policy Provisions. All property damage insurance
policies, (i) shall not include any annual or term aggregate limits of
liability or clause requiring the payment of additional premium to
reinstate the limits after loss except for insurance covering the perils
of flood, earth movement and sabotage, (ii) shall include the Lessor as a
named insured as its interest may appear, and (iii) shall include a
clause requiring the
insurer to make final payment on any claim within 60 days after the
submission of proof of loss and its acceptance by the insurer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (vii) Separation of Interests. All policies shall insure the
interests of the Lessor, the Agent and each Lender regardless of any
breach or violation by the Construction Agent or any other Person of
warranties, declarations or conditions contained in such policies, any
action or inaction of the Construction Agent or others, or any
foreclosure relating to the Leased Property or any change in ownership of
all or any portion of the Leased Property.
|
| | (viii) Acceptable Policy Terms and Conditions. All policies of
insurance required to be maintained pursuant to this Section 2.9 shall
contain terms and conditions reasonably acceptable to the Lessor.                                                                                                                                                                                                                                                          

(c)  Evidence of Insurance. On the related Construction Commencement Date
and on an annual basis at least 10 days prior to each policy anniversary, the
Construction Agent shall furnish, or cause to be furnished, the Lessor with (1)
certificates of insurance or binders, in a form acceptable to the Lessor,
evidencing all of the insurance required by the provisions of this Section 2.9.
Such certificates of insurance/binders shall be executed by each insurer or by
an authorized representative of each insurer. Such certificates of
insurance/binders shall identify underwriters, the type of insurance, the
insurance limits and the policy term and shall specifically list the special
provisions enumerated for such insurance required by this Section 2.9. Upon
request, the Construction Agent will promptly furnish the Lessor with copies of
all insurance binders and certificates of such insurance relating to the
insurance required to be maintained hereunder.

(d)  Reports. The Construction Agent will advise the Lessor in writing
promptly of (i) any default in the payment of any premium and of any other act
or omission on the part of the Construction Agent which may invalidate or
render unenforceable, in whole or in part, any insurance being maintained by
the Construction Agent pursuant to this Section 2.9 and (ii) the unavailability
of any insurance in the commercial market.

(e)  No Duty of Lessor to Verify or Review. No provision of this Section
2.9 or any provision of this Agreement or the other Operative Documents shall
impose on the Lessor any duty or obligation to verify the existence or adequacy
of the insurance coverage maintained by the Construction Agent, nor shall the
Lessor be responsible for any representations or warranties made by or on
behalf of the Construction Agent to any insurance company or underwriter. Any
failure on the part of the Lessor to pursue or obtain the evidence of the
insurance required by this Agreement from the Construction Agent and/or failure
of the Lessor to point out any non-compliance of such evidence of insurance
shall not constitute a waiver of any of the insurance requirements in this
Agreement.

Notwithstanding anything herein to the contrary, the Construction Agent shall
not be responsible for the payment of any insurance deductible amounts.

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ARTICLE III

THE BUILDINGS

3.1. Amendments; Modifications. The Construction Agent may, subject to
the conditions, restrictions and limitations set forth herein and in the
Operative Documents (but not otherwise), at any time during the term hereof
revise, amend or modify the Plans and Specifications and the related
Construction Documents without the consent of the Lessor; provided, however,
that the Lessors prior written consent will be required in the following
instances: (x) such revision, amendment or modification by its terms would
result in the Completion Date of the Buildings occurring after the Scheduled
Construction Termination Date, or (y) such revision, amendment or modification
would result in the cost for such Leased Property exceeding the then remaining
Commitments, minus the then remaining costs for completing each other Leased
Property for which the Completion Date has not occurred, or increase the
Construction Budget therefor by an amount in excess of 10% thereof, or (z) the
aggregate effect of such revision, amendment or modification, when taken
together with any previous or contemporaneous revision, amendment or
modification to the Plans and Specifications for such Leased Property, would be
to reduce the Fair Market Sales Value of such Leased Property in a material
respect when completed.

3.2. Casualty and Condemnation. If a Casualty or Condemnation occurs
during the Construction Term for a Construction Land Interest, the Construction
Agent shall promptly notify the Lessor in writing of such occurrence, together
with an estimate of the costs of rebuilding or restoring the affected
Construction Land Interest and the estimated time to complete such rebuilding
or restoration. If the insurance proceeds or Awards, as the case may be,
resulting from such Casualty or Condemnation are sufficient to cover the
estimated costs of repair or rebuilding, the Lessor shall make such proceeds
available to the Construction Agent to pay, or to reimburse the Construction
Agent for, the costs of such rebuilding or restoration, and the Construction
Agent shall promptly and diligently cause such restoration or rebuilding to be
completed. In the event that the proceeds of the applicable insurance or
Awards are insufficient to cover the costs of such rebuilding or restoration,
either, at the Lessors option, (i) the Lessor shall make available to the
Construction Agent Advances to cover any deficiency between such insurance
proceeds or Awards, as the case may be, and the cost of such rebuilding or
restoration, in which case the Construction Agent shall promptly and diligently
cause such restoration or rebuilding to be completed, or (ii) the Construction
Agent shall return the affected Construction Land Interest to the Lessor in
accordance with the provisions of Section 5.3(a), (in which event, the Lessor
shall be entitled to retain all of the applicable insurance proceeds or
Awards). In no event shall the Construction Agent have any responsibility to
the Lessor to pay any deficiency between the insurance proceeds or Awards, as
the case may be, and the related Leased Property Balance, so long as the
Construction Agent has complied with its obligations, including its obligations
to maintain insurance, pursuant to this Agreement.

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3.3. Indemnity. During the Construction Term for each Leased Property,
the Construction Agent agrees to assume liability for, and to indemnify,
protect, defend, save and hold harmless the Lessor, on an After-Tax Basis, from
and against, any and all Claims that may be imposed on, incurred by or asserted
or threatened to be asserted, against the Lessor, whether or not the Lessor
shall also be indemnified as to any such Claim by any other Person, in any way
relating to or arising out of (i) any event, condition or circumstance within
the Construction Agents control, (ii) fraud, misapplication of funds, illegal
acts or willful misconduct on the part of the Construction Agent, or (iii) any
event described in paragraph (f) of Article XII of the Lease with respect to
the Construction Agent (unless such event would constitute a Limited Event of
Default pursuant to clause (ii) of the definition thereof). As used in clause
(i) of the foregoing sentence, the term within the Construction Agents
control shall mean caused by or arising from any failure by any Obligor to
comply with any of its obligations under the Operative Documents (including its
insurance obligations, unless such insurance is not available in the commercial
market), any representation or warranty by any Obligor in any of the Operative
Documents being inaccurate, any negligence or wilful misconduct of any Obligor,
or any claim by any third party against the Lessor based upon the action or
inaction of or by any Obligor; provided, however, that if such Claim is related
to an inability or the failure to complete the construction of a Leased
Property on or prior to Scheduled Construction Termination Date therefor and
such Claim does not arise out of or result from events or circumstances
described in the foregoing clause (ii) or (iii), the Construction Agents
liability shall be limited to an amount equal to the Construction Failure
Payment. Any Claims that are incurred by any Indemnified Party for which the
Construction Agent is not obligated to indemnify pursuant to this Section 3.3
or the Master Agreement shall, if requested by the Agent by written notice to
Lessor, be capitalized, and result in an increase to the Funded Amounts related
to the relevant Leased Property. The foregoing indemnities are in addition to,
and not in limitation of, the indemnities with respect to environmental claims
set forth in Section 7.2 of the Master Agreement. The provisions of Section
7.3 of the Master Agreement shall apply to any amounts that the Construction
Agent is requested to pay pursuant to this Section 3.3.

3.4. Construction Force Majeure Events. If a Construction Force Majeure
Event that results in, or could reasonably be expected to result in, a Force
Majeure Loss (including any losses that result from a Construction Force
Majeure Event that prevents, or could reasonably be expected to prevent, the
Construction Agent from completing Construction prior to the Scheduled
Construction Termination Date) occurs, the Construction Agent shall promptly
provide the Lessor with written notice thereof within ten (10) Business Days of
the Construction Agents knowledge of the occurrence thereof (the Construction
Force Majeure Declaration). Upon receipt of the Construction Force Majeure
Declaration, Lessor and the Construction Agent shall consult with each other as
to what steps, if any, are to be taken to remediate such Construction Force
Majeure Event, including consulting as
to the appropriateness of an extension of the Scheduled Construction
Termination Date. The Construction Agent shall take all reasonable and
practical steps to minimize the disruption of the construction process and all
steps reasonably necessary to prevent further damage arising from such
Construction Force Majeure Event. The Construction Agent shall be entitled to
reimbursement from Lessor for any costs

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directly related to minimizing the
disruption and to preventing further damage of such Construction Force Majeure
Event through the proceeds of Fundings pursuant to, and subject to the terms
and conditions of, the Master Agreement. The Construction Agent shall, within
thirty (30) days of the delivery of the Construction Force Majeure Declaration,
submit to the Lessor a budget detailing the costs that would be incurred in
remediating such Construction Force Majeure Event and a schedule for effecting
the same. The Construction Agent will commence such remediation only upon
receipt of written authorization from the Lessor to do so, which authorization
(or denial thereof) shall be given by written notice to Construction Agent not
later than fifteen (15) Business Days after Lessors receipt of the budget
referred to in the preceding sentence. The Lessor in its sole discretion may
elect to continue Construction and make Advances for such remediation or
terminate this Agreement with respect to the affected Leased Property. If the
Lessor elects to terminate this Agreement with respect to the affected Leased
Property, subject to Construction Agents right to purchase such Leased
Property in accordance with Section 5.5 hereof, the Construction Agent shall
within thirty (30) days of receipt of written notice of termination return the
affected Leased Property to the Lessor in accordance with the procedures set
forth in Section 5.6.

In the event the Lessor elects to continue Construction after receipt of a
Construction Force Majeure Declaration, the Lessor shall make available to the
Construction Agent, so long as no Construction Agency Event of Default shall
have occurred and be continuing, all insurance proceeds payable to the Lessor
with respect to such event to the extent necessary to remediate such event.

ARTICLE IV

PAYMENT OF FUNDS

4.1. Funding of Property Acquisition Costs and Property Buildings Costs.
(a) In connection with the acquisition or lease of any Land and during the
course of the construction of the Buildings on any Land, the Construction Agent
may request that the Lessor advance funds for the payment of Construction
Costs, and the Lessor will comply with such request to the extent provided for
under, and subject to the conditions, restrictions and limitations contained
in, the Master Agreement and the other Operative Documents.

(b) The proceeds of any funds made available to the Lessor to pay
Construction Costs shall be made available to the Construction Agent in
accordance with the Funding Request relating thereto and the terms of the
Master Agreement. The Construction Agent will use such
proceeds only to pay the Construction Costs for the Leased Properties set
forth in the Funding Request relating to such funds.

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(c)  After the Closing Date for a Leased Property, the Construction Agent
shall not become personally liable for any Construction Costs, or pay any
Construction Costs from its own funds, but only with the proceeds of Advances.

ARTICLE V

CONSTRUCTION AGENCY EVENTS OF DEFAULT

5.1. Construction Agency Events of Default. If any one or more of the
following events (each a Construction Agency Event of Default) shall occur
and be continuing:



| |                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) the Construction Agent fails to apply any funds paid by, or on
behalf of, the Lessor to the Construction Agent for Construction Costs to
the payment of Construction Costs for such Leased Property, and such
failure continues for five (5) Business Days after such payment is due
and owing;                    
|
| | (b) subject to Construction Force Majeure Events, the Construction
Commencement Date with respect to any Leased Property shall fail to occur
for any reason on or prior to the date that is one year after the Closing
Date with respect to such Leased Property;                                                      
|
| | (c) the Completion Date with respect to any Leased Property shall
fail to occur for any reason on or prior to the earlier of the Funding
Termination Date and the Scheduled Construction Termination Date for such
Leased Property;                                                                                    
|
| | (d) any Event of Default shall have occurred and be continuing; or                                                                                                                                                                                                                                                     
|
| | (e) the Construction Agent shall fail to observe or perform in any
material respect any term, covenant or condition of this Agreement
(except those specified in clauses (a) through (d) above), and such
failure shall remain uncured for a period of thirty (30) days after
notice thereof to the Construction Agent;

then, in any such event, the Lessor may, in addition to the other rights and
remedies provided for in this Article, immediately terminate this Agreement as
to any Leased Property or Properties or all of the Leased Properties,
separately, successively or concurrently (all in Lessors sole discretion) by
giving the Construction Agent written notice of such termination, and upon the
giving of such notice, this Agreement shall terminate as to such Leased
Property or Properties or all of the Leased Properties (as the case may be) and
all rights of the Construction Agent and,
subject to the terms of the Operative Documents, all obligations of the Lessor
under this Agreement with respect to such Leased Property or Properties or all
of the Leased Properties (as the case may be) shall cease. Subject to Section
5.4, The Construction Agent shall pay upon demand all reasonable costs,
expenses, losses, expenditures and damages (including, without

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limitation, attorneys fees and disbursements) actually incurred by or on behalf of the
Lessor in connection with any Construction Agency Event of Default.

5.2. Damages. The termination of this Agreement pursuant to Section 5.1
shall in no event relieve the Construction Agent of its liability and
obligations hereunder, all of which shall survive any such termination.

5.3. Remedies; Remedies Cumulative. (A) If a Construction Agency Event
of Default shall have occurred and be continuing under Section 5.1(b), 5.1(c),
5.1(d) (other than a Lease Event of Default under paragraph (f) of Article XII
of the Lease, unless such event would constitute a Limited Event of Default
pursuant to clause (ii) of the definition thereof) or 5.1(e) other than as a
result of Construction Agents fraudulent or illegal acts, misapplication of
funds or willful misconduct, then, in each case, the Lessor shall have all
rights and remedies available under the Operative Documents or available at
law, equity or otherwise (subject to the limitations set forth herein),
including the right to terminate this Agreement by giving Construction Agent
written notice of such termination. Upon the giving of such notice, all rights
and all obligations of the Construction Agent under this Agreement shall cease,
except for such rights and obligations as by their terms are to continue beyond
such termination, including Section 5.6(f) hereof and Lessor shall have the
right to require Construction Agent to pay immediately upon receipt of notice
from Lessor the Construction Failure Payment for all of the Construction Land
Interests; provided that the Construction Agent has the option to purchase the
Leased Property in accordance with Section 5.5 hereof, which shall constitute a
cure of such Construction Agency Event of Default as provided therein.

In the event Construction Agent does not purchase the Leased Property
pursuant to the terms hereof, the related Lessee(s) shall return the Leased
Property to Lessor within ten (10) Business Days of the declaration of the
Construction Agency Event of Default in accordance with Section 5.6 hereof and
Lessor shall have the right to sell the Leased Property to an unaffiliated
third party and to require Construction Agent to pay to Lessor, immediately
upon receipt of the termination notice, cash in an amount equal to the
Construction Failure Payment for all of the Construction Land Interests. The
Net Selling Price for such Leased Property shall be distributed in accordance
with Section 3.4 of the Loan Agreement.

(b)  If a Construction Agency Event of Default shall have occurred and be
continuing under Sections 5.1(a) or 5.1(d) (as the result of an Event of
Default under paragraph (f) of Article XII of the Lease, unless such event
would constitute a Limited Event of Default pursuant to clause (ii) of the
definition thereof), or otherwise as the result of fraud, misapplication of
funds, illegal acts or wilful misconduct on the part of the Construction Agent,
Lessor shall have the
right to terminate this Agreement by giving Construction Agent written
notice of such termination, and upon the giving of such notice, all rights and
all obligations of the Construction Agent under this Agreement shall cease,
except for such rights and obligations as by their terms are to continue beyond
such termination, including Section 5.6(f) hereof and Lessor shall have the
right to require Construction Agent to pay immediately upon receipt of notice
from Lessor the

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Lease Balance then outstanding. In addition, but subject to
the Construction Agents purchase right under Section 5.5, the Lessor may sell
the Leased Property, and the Net Selling Price derived from any such sale shall
be distributed first, to Lessor in the amount of the Lease Balance to the
extent not previously paid by the Construction Agent, second, to the extent the
Construction Agent has paid to the Lessor the Lease Balance, to the
Construction Agent to reimburse it to the extent of its payment of the Lease
Balance, but if no such payment was made, to the Lessor, and third to the
Lessor. The Lessor shall have all the rights and remedies afforded Lessor by
Applicable Law and the Operative Documents. If the Construction Agent does not
purchase the Leased Property, it shall return the Leased Property to the
Lessor within ten (10) Business Days of the declaration of the Construction
Agency Event of Default in accordance with Section 5.6 hereof.

(c)  Remedies Cumulative. Subject to the limitations on the Construction
Agents liability pursuant to Section 5.4 hereof, no failure to exercise and no
delay in exercising, on the part of the Lessor any right, remedy, power or
privilege under this Agreement or under the other Operative Documents shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege under this Agreement preclude any other or
further exercise thereof or the exercise of any other right, remedy, power or
privilege. Subject to the limitations on the Construction Agents liability
pursuant to Section 5.4 hereof, the rights, remedies, powers and privileges
provided in this Agreement and in the other Operative Documents are cumulative
and not exclusive of any rights, remedies, powers and privileges provided by
law.

5.4. Limitation on Construction Agents Recourse Liability. Subject to
the last sentence of this Section 5.4, notwithstanding anything contained
herein or in any other Operative Document to the contrary, upon the occurrence
and during the continuance of a Construction Agency Event of Default with
respect to any Leased Property described in Section 5.1(b), 5.1(c), 5.1(d)
(other than a Lease Event of Default under paragraph (f) of Article XII of the
Lease, unless such event constitutes a Limited Event of Default pursuant to
clause (ii) of the definition thereof) or 5.1(e), the aggregate maximum
recourse liability of the Construction Agent with respect to such default to
the Lessor or any Person claiming by, through or under the Lessor under the
Operative Documents, shall be limited to the Construction Failure Payment for
such Leased Property, provided that if such Construction Agency Event of
Default results solely from a Construction Force Majeure Event, then the
Construction Agent shall have no obligation to pay the Construction Failure
Payment with respect to the related Leased Property. The Construction Agent
nonetheless acknowledges and agrees that (i) the Lessor shall be entitled to
recover from the applicable Leased Property (including through any reletting
and/or sale of such Leased Property or any portion thereof) the entire
outstanding Lease Balance (and, to the extent sales proceeds exceed the Lease
Balance, amounts in excess of the Lease Balance as provided in Section 5.3(a) and
(b)), all accrued and unpaid interest, accrued Yield and other amounts then due
and owing to the Lessor under the Operative Documents and all other costs and
expenses of the Lessor incurred in connection with such Leased Property
(including without limitation, any costs incurred in connection with the
construction of the Building(s) and other improvements and/or any reletting or
sale of such Leased Property or any portion thereof) from and after the

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date of such return and (ii) the foregoing recourse limitations are exclusive of any
amounts due and owing under Article III hereof. If a Construction Agency Event
of Default occurs due to the fraud, misapplication of funds, illegal acts or
wilful misconduct on the part of the Construction Agent or any event described
in paragraph (f) of Article XII of the Lease, the Construction Agent shall be
obligated to pay the Lease Balance as set forth herein.

5.5. Construction Agents Right to Purchase. If a Construction Agency
Event of Default hereunder relates only to a specific Leased Property or
specific Leased Properties but not all Leased Properties, the Construction
Agent shall have the right, at its option, to cure such Construction Agency
Event of Default by purchasing (a Construction Purchase) such affected Leased
Property or Properties for the Leased Property Balance(s) therefor from the
Lessor within ten (10) Business Days of the delivery of the notice of
termination referred to in Section 5.3(a) or (b) in accordance with the terms
and subject to the conditions, restrictions and limitations of Section 14.5 of
the Lease, in which case no Construction Agency Event of Default shall be
deemed to have occurred hereunder for the purposes of the other Operative
Documents.

5.6. Construction Return Procedures. In the case of any return of any
Leased Property to the Lessor pursuant to Section 3.4 or Article V hereof (a
Construction Return), the Construction Agent shall, at its cost and expense,
do each of the following on or prior to the return date specified by the Lessor
in a written notice to the Construction Agent given at least ten (10) Business
Days prior thereto:

(a)  the Construction Agent shall, on or prior to the return date, execute
and deliver to the Lessor (or to the Lessors designee): (i) a deed with
respect to all of the interest of the Lessee and the Construction Agent in the
Leased Property containing representations and covenants of grantor to the
Lessor (or such other Person) solely regarding the absence of Liens (other than
Lessor Liens and the Liens of the Operative Documents (other than Liens in
favor of the related Lessee)), (ii) an agreement granting easements and rights
of way to such Leased Property as reasonably deemed necessary by the Lessor,
(iii) a bill of sale without warranty (except as to the absence of liens other
than Lessor Liens and the Lien of the Operative Documents) with respect to all
of the interest of the Lessee and the Construction Agent in all personalty and
equipment financed by the Funding Parties and (iv) an assignment of such
Construction Agents entire interest in such Leased Property (which shall
include an assignment of all such Construction Agents right, title and
interest in and to all awards, compensation and insurance proceeds payable in
connection with any Casualty, Condemnation or Construction Force Majeure Event
affecting such Leased Property and an assignment of leases of such Leased
Property), in the case
of the documents referred to in clauses (i), (ii) and (iv) in recordable
form and otherwise in conformity with local custom and free and clear of any
Liens other than Lessor Liens and the Lien of the Operative Documents;

(b)  the Construction Agent shall, on the construction return date, pay
over to the Agent (as assignee of the Lessor) any awards, compensation and
insurance previously received by the Construction Agent in connection with such
Leased Property which have not been applied in

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connection with the
Construction, repair or maintenance of the Leased Property except such amounts
as may be necessary to reimburse the Construction Agent for expenditures
incurred in connection with such Construction, repair or maintenance during the
Construction Term which have not been reimbursed;

(c)  The Construction Agent shall execute and deliver to the Lessor a
statement of termination of this Agreement and each of the other Operative
Documents with respect to the affected Leased Property to be executed by the
Funding Parties and delivered to the Construction Agent;

(d)  the Construction Agent shall, on or prior to the return date, vacate
the Leased Property and transfer possession of such Leased Property to the
Lessor or any Person designated by the Lessor, in each case by surrendering the
same into the possession of the Lessor or such Person, as the case may be, free
and clear of all Liens (other than Lessor Liens and the liens of the Operative
Documents) in compliance with all Applicable Law (including Environmental
Laws);

(e)  on or prior to the return date, the Construction Agent shall deliver
to the Lessor or any Person designated by the Lessor copies of all Construction
Documents, permits, licenses, books and records regarding the maintenance of
such Leased Property and the Construction Agents interest in such Leased
Property, and a current copy of the Plans and Specifications; and

(f)  the Construction Agent shall take all actions reasonably requested by
the Lessor to fully assign to the Lessor all of its rights and claims in, to
and under, all of the Construction Documents, and all permits and other
governmental authorizations related to such Leased Property or the
Construction.

ARTICLE VI

NO CONSTRUCTION AGENCY FEE

6.1. Lease as Fulfillment of Lessors Obligations. Subject to Article IV
hereof, all obligations, duties and requirements imposed upon or allocated to
the Construction Agent shall be performed by the Construction Agent at the
Constructions Agents sole cost and expense, and the Construction Agent will
not be entitled to, and the Lessor shall not have any obligation to pay, any
agency fee or other fee or compensation, and the Construction Agent shall not
be entitled to, and the Lessor shall not have any obligation to make or pay,
any reimbursement therefor, it being understood that this Agreement is being
entered into as consideration for and as an inducement to the Lessor entering
into the Lease and the other Operative Documents.

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ARTICLE VII

LESSORS RIGHTS; CONSTRUCTION AGENTS RIGHTS

7.1. Exercise of the Lessors Rights. The Construction Agent hereby
acknowledges and agrees that the rights and powers of the Lessor under this
Agreement have been assigned to, and may be exercised by, the Agent, for the
benefit of the Lenders, pursuant to the Loan Agreement and the related
Operative Documents.

7.2. Lessors Right to Cure Construction Agents Defaults. The Lessor,
without waiving or releasing any obligation or Construction Agency Event of
Default, may, upon prior written notice to the Construction Agent (but shall be
under no obligation to), remedy any Construction Agency Event of Default for
the account of and at the sole cost and expense of the Construction Agent. All
reasonable out of pocket costs and expenses so incurred (including actual and
reasonable fees and expenses of counsel), together with interest thereon at the
Overdue Rate from the date on which such sums or expenses are paid by the
Lessor, shall be paid by the Construction Agent to the Lessor on demand;
provided that such amount shall not exceed the Construction Failure Payment for
the related Leased Property.

ARTICLE VIII

MISCELLANEOUS

8.1. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the Lessor, the Construction Agent and their respective
legal representatives, successors and permitted assigns. The Construction
Agent shall not assign its rights or obligations hereunder (except as expressly
permitted herein) without the prior written consent of the Lessor and the
Agent.

8.2. Notices. All notices, consents, directions, approvals,
instructions, requests, demands and other communications required or permitted
by the terms hereof to be given to any Person shall be given in writing in the
manner provided in, shall be sent to the respective addresses set forth in, and
the effectiveness thereof shall be governed by the provisions of, Section 8.2
of the Master Agreement.

8.3. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA, WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES.

8.4. Amendments and Waivers. Subject to Section 8.4 of the Master
Agreement, the Lessor and the Construction Agent may from time to time, enter
into written amendments, supplements or modifications hereto.

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8.5. Counterparts. This Agreement may be executed on any number of
separate counterparts and all of said counterparts taken together shall be
deemed to constitute one and the same agreement.

8.6. Severability. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

8.7. Headings and Table of Contents. The headings and table of contents
contained in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.

8.8. Jurisdiction; Waivers. The Lessor and the Construction Agent hereby
acknowledge that the terms of Section 8.11 of the Master Agreement apply to
this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.



| | CONCORD EFS, INC.
| | -----------------



| | 
| | 



| | By      /s/ E. T. Haslam            Name:
Edward T. Haslam            Title:
Chief Financial Officer
| | ----------------------------------------------------------------------------------------------------



| | 
| | 



| | ATLANTIC FINANCIAL GROUP, LTD.
| | ------------------------------



| | 
| | 



| | By:      Atlantic Financial Managers, Inc.,            its
General Partner
| | --------------------------------------------------------------------------



| | 
| | 



| | By      /s/ Stephen S. Brookshire            Name:
Stephen S. Brookshire            Title:
President
| | ----------------------------------------------------------------------------------------------------

CONSTRUCTIONAGENCY
AGREEMENT

S-1



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EXHIBIT A

Supplement to Construction Agency Agreement

SUPPLEMENT
to Construction Agency Agreement, dated as of
                    ,
200_, between ATLANTIC FINANCIAL GROUP, LTD., a Texas limited partnership (the
Lessor), and CONCORD EFS, INC., a Delaware corporation (in its capacity as
construction agent, the Construction Agent). Capitalized terms used but not
otherwise defined herein shall have the meanings given them in the Construction
Agency Agreement.

The Lessor and the Construction Agent are parties to that certain
Construction Agency Agreement, dated as of July 12, 2002 (as amended,
supplemented or otherwise modified, the Construction Agency Agreement),
pursuant to which (i) the Lessor has appointed the Construction Agent as its
sole and exclusive agent in connection with the construction of the Buildings
in accordance with the Plans and Specifications, and (ii) the Construction
Agent has agreed, for the benefit of the Lessor, to cause the construction of
the Buildings to be completed in accordance with the Plans and Specifications.

Subject to the terms and conditions of the Construction Agency Agreement,
the Lessor and the Construction Agent desire that the terms of the Construction
Agency Agreement apply to the Land described in Schedule 1 and wish to execute
this Supplement to provide therefor.

NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto covenant and agree as follows:

1.     The Construction Agent agrees to act as Construction Agent and to
perform its obligations under the Construction Agency Agreement in connection
with the completion of construction of the Building on the Land described in
Schedule 1 in accordance with the Plans and Specifications for such Land. The
Construction Agent hereby represents and warrants to Lessor that the
Construction Agent has heretofore delivered to Lessor a true, correct and
complete copy of the Plans and Specifications for the Building on the Land
described in Schedule 1 or, if not available on the date hereof, will deliver
such Plans and Specifications as soon as available.

2. Each of the Lessor and the Construction Agent acknowledges and agrees
that the construction of the Buildings on the Land described in Schedule 1
shall be governed by the terms of the Construction Agency Agreement.

A-1



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3.     The anticipated construction budget relating to the construction and
development of the Building on the Land described in Schedule 1 is $               .
[The acquisition cost of the Land described in Schedule 1 is $               .]*/

4.     This Supplement shall, upon its execution and delivery, constitute a
part of the Construction Agency Agreement.



---

|*/ |  | May not be applicable if Ground Lease is used.
|-- |  | ----------------------------------------------

A-2



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IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.



| | CONCORD EFS, INC.
| | -----------------



| | 
| | 



| | By
      Name:
      Title:
| | ---------------------------



| | 
| | 



| | ATLANTIC FINANCIAL GROUP, LTD.
| | ------------------------------



| | 
| | 



| | By:      Atlantic Financial Managers, Inc.,            its
General Partner
| | --------------------------------------------------------------------------



| | 
| | 



| | By
      Name:
      Title:
| | ---------------------------

A-3



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Schedule 1 to Supplement

Description of Land Interest