OFFICE
LEASE








**Roberts
Properties Residential, L.P.**











Landlord




and




**Roberts
Properties, Inc.**





Tenant




450
Northridge Parkway, Suite 300


Atlanta,
Georgia 30350













TABLE OF
CONTENTS











Article
    
    Page1.
    USE
      AND RESTRICTIONS ON USE
    12.
    TERM
    13.
    RENT
    24.
    RENT
      ADJUSTMENTS
    25.
    SECURITY
      DEPOSIT
    46.
    ALTERATIONS
    47.
    REPAIR
    58.
    LIENS
    59.
    ASSIGNMENT
      AND SUBLETTING
    510.
    INDEMNIFICATION
    711.
    INSURANCE
    712.
    WAIVER
      OF SUBROGATION
    813.
    SERVICES
      AND UTILITIES
    814.
    HOLDING
      OVER
    915.
    SUBORDINATION
    916.
    RULES
      AND REGULATIONS
    917.
    REENTRY
      BY LANDLORD
    918.
    DEFAULT
    1019.
    REMEDIES
    1120.
    TENANT'S
      BANKRUPTCY OR INSOLVENCY
    1321.
    QUIET
      ENJOYMENT
    1422.
    DAMAGE
      BY FIRE, ETC.
    1423.
    EMINENT
      DOMAIN
    1524.
    SALE
      BY LANDLORD
    1525.
    ESTOPPEL
      CERTIFICATES
    1526.
    SURRENDER
      OF PREMISES
    1527.
    NOTICES
    1628.
    TAXES
      PAYABLE BY TENANT
    1629.
    RELOCATION
      OF TENANT
    1630.
    DEFINED
      TERMS AND HEADINGS
    1731.
    TENANT'S
      AUTHORITY
    17
  
  32.
    COMMISSIONS
    1733.
    TIME
      AND APPLICABLE LAW
    1734.
    SUCCESSORS
      AND ASSIGNS
    1735.
    ENTIRE
      AGREEMENT
    1736.
    EXAMINATION
      NOT OPTION
    1837.
    RECORDATION
    1838.
    LIMITATION
      OF LANDLORD'S LIABILITY
    1839.
    ATTORNEY’S
      FEES
    1840.
    NO
      ESTATE
    1841.
    GUARANTY
    1842.
    FINANCIAL
      STATEMENTS
    1843.
    SPECIAL
      STIPULATIONS
    18








EXHIBIT A
- PREMISES


EXHIBIT B
-  INITIAL ALTERATIONS


EXHIBIT C
-  SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT FORM


EXHIBIT D
- RULES AND REGULATIONS


EXHIBIT E
- TENANT ESTOPPEL CERTIFICATE


EXHIBIT F
- GUARANTY


EXHIBIT G
- SPECIAL STIPULATIONS







-ii-





OFFICE
LEASE


REFERENCE
PAGE





BUILDING:
    450
      Northridge ParkwayAtlanta,
      Georgia 30350LANDLORD:
    Roberts
      Properties Residential, LPa
      Georgia limited partnershipLANDLORD'S
      ADDRESS:
    450
      Northridge Parkway, Suite 302Atlanta,
      Georgia 30350LEASE
      REFERENCE DATE:
    November
      23, 2004TENANT:
    Roberts
      Properties, Inc.a
      Georgia corporationTENANT'S
      ADDRESS:As
      of beginning of Term:
    450
      Northridge Parkway, Suite 300Atlanta,
      Georgia 30350PREMISES
      IDENTIFICATION:
    Suite
      Number 300(for
      outline of Premises see Exhibit A)PREMISES
      RENTABLE AREA:
    approximately
      3,500 sq. ft.SCHEDULED
      COMMENCEMENT DATE:
    June
      1, 2004TERMINATION
      DATE:
    March
      31, 2005TERM
      OF LEASE:
    10
      months and 0 days beginning on the Commencement Date and ending on the
      Termination Date (unless sooner terminated pursuant to the
      Lease)INITIAL
      ANNUAL RENT (Article 3):
    $12.00
      per sq ft (See Exhibit “G”)INITIAL
      MONTHLY INSTALLMENTOF
      ANNUAL RENT (Article 3):
    $3,500
      (See Exhibit “G”)BASE
      STOP (DIRECT EXPENSES):
    N/ABASE
      STOP (TAXES):
    N/ATENANT'S
      PROPORTIONATE SHARE:
    N/ASECURITY
      DEPOSIT:
    N/AASSIGNMENT/SUBLETTING
      FEE:
    N/AREAL
      ESTATE BROKER:
    N/A
      for Landlord;DUE
      COMMISSION:
    N/A
      for Tenant





The
Reference Page information is incorporated into and made a part of the Lease. In
the event of any conflict **** between
any Reference Page information and the Lease, the Lease shall control. This
Lease includes Exhibits A through G, all of which are made a part of this
Lease.





LANDLORD:
      
      Roberts
      Properties Residential, L.P.
      
      By:/s/
      Greg M. Burnett
      Title:Chief
      Financial Officer
      Dated:November
      23, 2004
    TENANT:
      
      Roberts
      Properties, Inc.
      
      By:/s/
      Anthony Shurtz
      Title:Chief
      Financial Officer
      Dated:November
      23, 2004
      
      Attest:/s/
      Jessica Grant
      Name:Jessica
      Grant















**LEASE**








By this
Lease Landlord leases to Tenant and Tenant leases from Landlord the Premises in
the Building as set forth and described on the Reference Page. The Reference
Page, including all terms defined thereon, is incorporated as part of this
Lease.





1. USE AND
RESTRICTIONS ON USE.





1.1 The
Premises are to be used solely for general office purposes. Tenant shall not do
or permit anything to be done in or about the Premises which will in any way
obstruct or interfere with the rights of other tenants or occupants of the
Building or injure, annoy, or disturb them or allow the Premises to be used for
any improper, immoral, unlawful, or objectionable purpose. Tenant shall not do,
permit or suffer in, on, or about the Premises the sale of any alcoholic liquor
without the written consent of Landlord first obtained. Tenant shall comply with
all governmental laws, ordinances and regulations applicable to the use of the
Premises and its occupancy and shall promptly comply with all governmental
orders and directions for the correction, prevention and abatement of any
violations in or upon, or in connection with, the Premises, all at Tenant's sole
expense. Tenant shall not do or permit anything to be done on or about the
Premises or bring or keep anything into the Premises which will in any way
increase the rate of, invalidate or prevent the procuring of any insurance
protecting against loss or damage to the Building or any of its contents by fire
or other casualty or against liability for damage to property or injury to
persons in or about the Building or any part thereof.





1.2 Tenant
shall not, and shall not direct, suffer or permit any of its agents,
contractors, employees, licensees or invitees to at any time handle, use,
manufacture, store or dispose of in or about the Premises or the Building any
(collectively "Hazardous Materials") flammables, explosives, radioactive
materials, hazardous wastes or materials, toxic wastes or materials, or other
similar substances, petroleum products or derivatives or any substance subject
to regulation by or under any federal, state and local laws and ordinances
relating to the protection of the environment or the keeping, use or disposition
of environmentally hazardous materials, substances, or wastes, presently in
effect or hereafter adopted, all amendments to any of them, and all rules and
regulations issued pursuant to any of such laws or ordinances (collectively
"Environmental Laws"), nor shall Tenant suffer or permit any Hazardous Materials
to be used in any manner not fully in compliance with all Environmental Laws in
the Premises or the Building and appurtenant land or allow the environment to
become contaminated with any Hazardous Materials. Notwithstanding the foregoing,
and subject to Landlord's prior consent, Tenant may handle, store, use or
dispose of products containing small quantities of Hazardous Materials (such as
aerosol cans containing insecticides, toner for copiers, paints, paint remover
and the like) to the extent customary and necessary for the use of the Premises
for general office purposes; provided that Tenant shall always handle, store,
use, and dispose of any such Hazardous Materials in a safe and lawful manner and
never allow such Hazardous Materials to contaminate the Premises, Building and
appurtenant land or the environment. Tenant shall protect, defend, indemnify and
hold each and all of the Landlord Entities (as defined in Article 30) harmless
from and against any and all loss, claims, liability or costs (including court
costs and attorneys’ fees) incurred by reason of any actual failure of Tenant to
fully comply with all applicable Environmental Laws, or the presence, handling,
use or disposition in or from the Premises of any Hazardous Materials, or by
reason of any actual failure of Tenant to keep, observe, or perform any
provision of this Section 1.2.





2. TERM.





2.1 The Term
of this Lease shall begin on the date ("Commencement Date") which shall be the
earlier of the Scheduled Commencement Date as shown on the Reference Page and
the date that Landlord shall tender possession of the Premises to
Tenant.




2.2 In the
event Landlord shall permit Tenant to occupy the Premises prior to the
Commencement Date, such occupancy shall be subject to all the provisions of this
Lease. Said early possession shall not advance the Termination
Date.




3. RENT.





3.1 Tenant
agrees to pay to Landlord the Annual Rent in effect from time to time by paying
the Monthly Installment of Rent then in effect on or before the first day of
each full calendar month during the Term. The Monthly Installment of Rent in
effect at any time shall be one-twelfth of the Annual Rent in effect at such
time. Rent for any period during the Term which is less than a full month shall
be a prorated portion of the Monthly Installment of Rent based upon a thirty
(30) day month. Said rent shall be paid to Landlord, without deduction or offset
and without notice or demand, at the Landlord's address, as set forth on the
Reference Page, or to such other person or at such other place as Landlord may
from time to time designate in writing.


Initial:
      Landlord
    
    /s/
      GBInitial:
      Tenant
    
    /s/
      AS








3.2 Tenant
recognizes that late payment of any rent or other sum due under this Lease will
result in administrative expense to Landlord, the extent of which additional
expense is extremely difficult and economically impractical to ascertain. Tenant
therefore agrees that if rent or any other sum is not paid when due and payable
pursuant to this Lease, a late charge shall be due in an amount equal to the
greater of (a) Fifty Dollars ($50.00), or (b) a sum equal to five percent (5%)
per month of the unpaid rent or other payment. The amount of the late charge to
be paid by Tenant shall be reassessed and added to Tenant's obligation for each
successive monthly period until paid. The provisions of this Section 3.2 in no
way relieve Tenant of the obligation to pay rent or other payments on or before
the date on which they are due, nor do the terms of this Section 3.2 in any way
affect Landlord's remedies pursuant to Article 19 of this Lease in the event
said rent or other payment is unpaid after date due.





4. RENT
ADJUSTMENTS.





4.1 For the
purpose **** of this
Article 4, the following terms are defined as follows:





4.1.1 Lease
Year : Each
calendar year falling partly or wholly within the Term.





4.1.2 Direct
Expenses : All
direct costs of operation, maintenance, repair and management of the Building
(including the amount of any credits which Landlord may grant to particular
tenants of the Building in lieu of providing any standard services or paying any
standard costs described in this Section 4.1.2 for similar tenants), as
determined in accordance with generally accepted accounting principles,
including the following costs by way of illustration, but not limitation: water
and sewer charges; insurance charges of or relating to all insurance policies
and endorsements deemed by Landlord to be reasonably necessary or desirable and
relating in any manner to the protection, preservation, or operation of the
Building or any part thereof, utility costs, including, but not limited to, the
cost of heat, light, power, steam, gas, and waste disposal; the cost of
janitorial services; the cost of landscaping services; the cost of security and
alarm services; window cleaning costs; labor costs; costs and expenses of
managing the Building including management fees; air conditioning maintenance
costs; elevator maintenance fees and supplies; material costs; equipment costs
including the cost of maintenance, repair and service agreements and rental and
leasing costs; purchase costs of equipment other than capital items; current
rental and leasing costs of items which would be amortizable capital items if
purchased; tool costs; licenses, permits and inspection fees; wages and
salaries; employee benefits and payroll taxes; accounting and legal fees; any
sales, use or service taxes incurred in connection therewith. Direct Expenses
shall not include depreciation or amortization of the Building or equipment in
the Building except as provided herein, loan principal payments, costs of
alterations of tenants' premises, leasing commissions, interest expenses on
long-term borrowings, advertising costs or management salaries for executive
personnel other than personnel located at the Building. In addition, Landlord
shall be entitled to amortize and include as an additional rental adjustment:
(i) an allocable portion of the cost of capital improvement items which are
reasonably calculated to reduce operating expenses; (ii) fire sprinklers and
suppression systems and other life safety systems; and (iii) other capital
expenses which are required under any governmental laws, regulations or
ordinances which were not applicable to the Building at the time it was
constructed. All such costs shall be amortized over the reasonable life of such
improvements in accordance with such reasonable life and amortization schedules
as shall be determined by Landlord in accordance with generally accepted
accounting principles, with interest on the unamortized amount at the greater of
eight percent (8%) per annum or two percent (2%) in excess of the base rate of
interest charged on corporate loans at large U.S. money center commercial banks
as published in the Wall Street Journal.




4.1.3 Taxes : Real
estate taxes and any other taxes, charges and assessments which are levied with
respect to the Building or the land appurtenant to the Building, or with respect
to any improvements, fixtures and equipment or other property of Landlord, real
or personal, located in the Building and used in connection with the operation
of the Building and said land, any payments to any ground lessor in
reimbursement of tax payments made by such lessor; and all fees, expenses and
costs incurred by Landlord in investigating, protesting, contesting or in any
way seeking to reduce or avoid increase in any assessments, levies or the tax
rate pertaining to any Taxes to be paid by Landlord in any Lease Year. Taxes
shall not include any corporate franchise, or estate, inheritance or net income
tax, or tax imposed upon any transfer by Landlord of its interest in this Lease
or the Building.





4.2 If in any
Lease Year, (i) Direct Expenses paid or incurred shall exceed the Base Stop
(Direct Expenses) and/or (ii) Taxes paid or incurred by Landlord in any Lease
Year shall exceed the Base Stop (Taxes), Tenant shall pay as additional rent for
such Lease Year Tenant's Proportionate Share of such excess.




Initial:
      Landlord
    
    /s/
      GBInitial:
      Tenant
    
    /s/
      AS




-2-


4.3 The
annual determination of Direct Expenses shall be made by Landlord and if
certified by a firm of public accountants selected by Landlord shall be binding
upon Landlord and Tenant. Tenant may review the books and records supporting
such determination in the office of Landlord, or Landlord's agent, during normal
business hours, upon giving Landlord five (5) days advance written notice within
sixty (60) days after receipt of such determination, but in no event more often
than once in any one-year period. In the event that during all or any portion of
any Lease Year, the Building is not fully rented and occupied Landlord may make
any appropriate adjustment in occupancy-related Direct Expenses for such year
for the purpose of avoiding distortion of the amount of such Direct Expenses to
be attributed to Tenant by reason of variation in total occupancy of the
Building, by employing sound accounting and management principles to determine
Direct Expenses that would have been paid or incurred by Landlord had the
Building been fully rented and occupied, and the amount so determined shall be
deemed to have been Direct Expenses for such Lease Year.




4.4 Prior to
the actual determination thereof for a Lease Year, Landlord may from time to
time estimate Tenant's liability for Direct Expenses and/or Taxes under Section
4.2, Article 6 and Article 28 for **** the Lease
Year or portion thereof. Landlord will give Tenant written notification of the
amount of such estimate and Tenant agrees that it will pay, by increase of its
Monthly Installments of Rent due in such Lease Year, additional rent in the
amount of such estimate. Any such increased rate of Monthly Installments of Rent
pursuant to this Section 4.4 shall remain in effect until further written
notification to Tenant pursuant hereto.




4.5 When the
above mentioned actual determination of Tenant's liability for Direct Expenses
and/or Taxes is made for any Lease Year and when Tenant is so notified in
writing, then:





4.5.1 If the
total additional rent Tenant actually paid pursuant to Section 4.3 on account of
Direct Expenses and/or Taxes for the Lease Year is less than Tenant's liability
for Direct Expenses **** and/or
Taxes, then Tenant shall pay such deficiency to Landlord as additional rent in
one lump sum within thirty (30) days of receipt of Landlord's bill therefor;
and




4.5.2 If the
total additional rent Tenant actually paid pursuant to Section 4.3 on account of
Direct Expenses and/or Taxes for the Lease Year is more than Tenant's liability
for Direct Expenses and/or Taxes, then Landlord shall credit the difference
against the then next due payments to be made by Tenant under this Article 4.
Tenant shall not be entitled to a credit by reason of actual Direct Expenses
and/or Taxes in any Lease Year being less than the Base Stop (Direct Expenses)
and/or Base Stop (Taxes).





4.6 If the
Commencement Date is other than January 1 or if the Termination Date is other
than December 31, Tenant's liability for Direct Expenses and Taxes for the Lease
Year in which said Date occurs shall be prorated based upon a three hundred
sixty-five (365) day year.





5. SECURITY
DEPOSIT.





Tenant
shall deposit the Security Deposit with Landlord upon the execution of this
Lease. Said sum shall be held by Landlord as security for the faithful
performance by Tenant of all the terms, covenants and conditions of this Lease
to be kept and performed by Tenant and not as an advance rental deposit or as a
measure of Landlord's damage in case of Tenant's default. If Tenant defaults
with respect to any provision of this Lease, Landlord may use any part of the
Security Deposit for the payment of any rent or any other sum in default, or for
the payment of any amount which Landlord may spend or become obligated to spend
by reason of Tenant's default, or to compensate Landlord for any other loss or
damage which Landlord may suffer by reason of Tenant's default. If any portion
is so used, Tenant shall within five (5) days after written demand therefor,
deposit with Landlord an amount sufficient to restore the Security Deposit to
its original amount and Tenant's failure to do so shall be a material breach of
this Lease. Except to such extent, if any, as shall be required by law, Landlord
shall not be required to keep the Security Deposit separate from its general
funds, and Tenant shall not be entitled to interest on such Security Deposit. If
Tenant shall fully and faithfully perform every provision of this Lease to be
performed by it, the Security Deposit or any balance thereof shall be returned
to Tenant at such time after termination of this Lease when Landlord shall have
determined that all of Tenant's obligations under this Lease have been
fulfilled.





Initial:
      Landlord
    
    /s/
      GBInitial:
      Tenant
    
    /s/
      AS




-3-


6. ALTERATIONS.





6.1 Except
for those, if any, specifically provided for in Exhibit B to this Lease, Tenant
shall not make or suffer to be made any alterations, additions, or improvements,
including, but not limited to, the attachment of any fixtures or equipment in,
on, or to the Premises or any part thereof or the making of any improvements as
required by Article 7, without the prior written consent of Landlord. When
applying for such consent, Tenant shall, if requested by Landlord, furnish
complete plans and specifications for such alterations, additions and
improvements.




6.2 In the
event Landlord consents to the making of any such alteration, addition or
improvement by Tenant, the same shall be made using Landlord's contractor
(unless Landlord agrees otherwise) at Tenant's sole cost and expense. In any
event Landlord may charge Tenant a reasonable charge to cover its overhead as it
relates to such proposed work.




6.3 All
alterations, additions or improvements proposed by Tenant shall be constructed
in accordance with all government laws, ordinances, rules and regulations.
Tenant shall, prior to such construction, provide the additional insurance
required under Article 11 in such case, and also all such assurances to
Landlord, including but not limited to, waivers of lien, surety company
performance bonds and personal guaranties of individuals of substance as
Landlord shall require to assure payment of the costs thereof and to protect
Landlord and the Building and appurtenant land against any loss from any
mechanic's, materialmen's or other liens. Tenant shall pay in addition to any
sums due pursuant to Article 4, any increase in real estate taxes attributable
to any such alteration, addition or improvement for so long, during the Term, as
such increase is ascertainable; at Landlord's election said sums shall be paid
in the same way as sums due under Article 4.




6.4 All
alterations, additions, and improvements in, on, or to the Premises made or
installed by Tenant, including carpeting, shall be and remain the property of
Tenant during the Term but, excepting furniture, furnishings, movable partitions
of less than full height from floor to ceiling and other trade fixtures, shall
become a part of the realty and belong to Landlord without compensation to
Tenant upon the expiration or sooner termination of the Term, at which time
title shall pass to Landlord under this Lease as by a bill of sale, unless
Landlord elects otherwise. Upon such election by Landlord, Tenant shall upon
demand by Landlord, at Tenant's sole cost and expense, forthwith and with all
due diligence remove any such alterations, additions or improvements which are
designated by Landlord to be removed, and Tenant shall forthwith and with all
due diligence, at its sole cost and expense, repair and restore the Premises to
their original condition, reasonable wear and tear and damage by fire or other
casualty excepted.





7. REPAIR.





7.1 Landlord
shall have no obligation to alter, remodel, improve, repair, decorate or paint
the Premises, except as specified in Exhibit B if attached to this Lease and
except that Landlord shall repair and maintain the structural portions of the
Building, including the basic plumbing, air conditioning, heating and electrical
systems installed or furnished by Landlord. By taking possession of the
Premises, Tenant accepts them as being in good order, condition and repair and
in the condition in which Landlord is obliga-ted to deliver them. It is hereby
understood and agreed that no representations respecting the condition of the
Premises or the Building have been made by Landlord to Tenant, except as
specifically set forth in this Lease.




7.2 Tenant
shall, at all times during the Term, keep the Premises in good condition and
repair excepting damage by fire, or other casualty, and in compliance with all
applicable governmental laws, ordinances and regulations, promptly complying
with all governmental orders and directives for the correction, prevention and
abatement of any violations or nuisances in or upon, or connected with, the
Premises, all at Tenant's sole expense.




7.3 Landlord
shall not be liable for any failure to make any repairs or to perform any
maintenance unless such failure shall persist for an unreasonable time not to
exceed fifteen (15) days after written notice of the need of such repairs or
maintenance is given to Landlord by Tenant.




7.4 Except as
provided in Article 22, there shall be no abatement of rent and no liability of
Landlord by reason of any injury to or interference with Tenant's business
arising from the making of any repairs, alterations or improvements in or to any
portion of the Building or the Premises or to fixtures, appurtenances and
equipment in the Building. Except to the extent, if any, prohibited by law,
Tenant waives the right to make repairs at Landlord's expense under any law,
statute or ordinance now or hereafter in effect.





Initial:
      Landlord
    
    /s/
      GBInitial:
      Tenant
    
    /s/
      AS




-4-


8. LIENS.





Tenant
shall keep the Premises, the Building and appurtenant land and Tenant's
leasehold interest in the Premises free from any liens arising out of any
services, work or materials performed, furnished, or contracted for by Tenant,
or obligations incurred by Tenant. In the event that Tenant shall not, within
ten (10) days following the imposition of any such lien, either cause the same
to be released of record or provide Landlord with insurance against the same
issued by a major title insurance company or such other protection against the
same as Landlord shall accept, Landlord shall have the right to cause the same
to be released by such means as it shall deem proper, including payment of the
claim giving rise to such lien. All such sums paid by Landlord and all expenses
incurred by it in connection therewith shall be considered additional rent and
shall be payable to it by Tenant on demand.





9. ASSIGNMENT
AND SUBLETTING.





9.1 Tenant
shall not have the right to assign or pledge this Lease or to sublet the whole
or any part of the Premises whether voluntarily or by operation of law, or
permit the use or occupancy of the Premises by anyone other than Tenant, and
shall not make, suffer or permit such assignment, subleasing or occupancy
without the prior written consent of Landlord, and said restrictions shall be
binding upon any and all assignees of the Lease and subtenants of the Premises.
In the event Tenant desires to sublet, or permit such occupancy of, the
Premises, or any portion thereof, or assign this Lease, Tenant shall give
written notice thereof to Landlord at least ninety (90) days but no more than
one hundred eighty (180) days prior to the proposed commencement date of such
subletting or assignment, which notice shall set forth the name of the proposed
subtenant or assignee, the relevant terms of any sublease or assignment and
copies of financial reports and other relevant financial reports and other
relevant financial information of the proposed subtenant or
assignee.




9.2 Notwithstanding
any assignment or subletting, permitted or otherwise, Tenant shall at all times
remain directly, primarily and fully responsible and liable for the payment of
the rent specified in this Lease and for compliance with all of its other
obligations under the terms, provisions and covenants of this Lease. Upon the
occurrence of an Event of Default, if the Premises or any part of them are then
assigned or sublet, Landlord, in addition to any other remedies provided in this
Lease or provided by law, may, at its option, collect directly from such
assignee or subtenant all rents due and becoming due to Tenant under such
assignment or sublease and apply such rent against any sums due to Landlord from
Tenant under this Lease, and no such collection shall be construed to constitute
a novation or release of Tenant from the further performance of Tenant's
obligations under this Lease.




9.3 In
addition to Landlord's right to approve of any subtenant or assignee, Landlord
shall have the option, in its sole discretion, in the event of any proposed
subletting or assignment, to terminate this Lease, or in the case of a proposed
subletting of less than the entire Premises, to recapture the portion of the
Premises to be sublet, as of the date the subletting or assignment is to be
effective. The option shall be exercised, if at all, by Landlord giving Tenant
written notice given by Landlord to Tenant within sixty (60) days following
Landlord's receipt of Tenant's written notice as required above. If this Lease
shall be terminated with respect to the entire Premises pursuant to this
Section, the Term of this Lease shall end on the date stated in Tenant's notice
as the effective date of the sublease or assignment as if that date had been
originally fixed in this Lease for the expiration of the Term. If Landlord
recaptures under this Section only a portion of the Premises, the rent to be
paid from time to time during the unexpired Term shall abate proportionately
based on the proportion by which the approximate square footage of the remaining
portion of the Premises shall be less than that of the Premises as of the date
immediately prior to such recapture. Tenant shall, at Tenant's own cost and
expense, discharge in full any outstanding commission obligation on the part of
Landlord with respect to this Lease, and any commissions which may be due and
owing as a result of any proposed assignment or subletting, whether or not the
Premises are recaptured pursuant to this Section 9.3 and rented by Landlord to
the proposed tenant or any other tenant.




9.4 In the
event that Tenant sells, sublets, assigns or transfers this Lease, Tenant shall
pay to Landlord as additional rent an amount equal to one hundred percent (100%)
of any Increased Rent (as defined below) when and as such Increased Rent is
received by Tenant. As used in this Section, "Increased Rent" shall mean the
excess of (i) all rent and other consideration which Tenant is entitled to
receive by reason of any sale, sublease, assignment or other transfer of this
Lease, over (ii) the rent otherwise payable by Tenant under this Lease at such
time. For purposes of the foregoing, any consideration received by Tenant in
form other than cash shall be valued at its fair market value as determined by
Landlord in good faith.





Initial:
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9.5 Notwithstanding
any other provision hereof, Tenant shall have no right to make (and Landlord
shall have the absolute right to refuse consent to) any assignment of this Lease
or sublease of any portion of the Premises if at the time of either Tenant's
notice of the proposed assignment or sublease or the proposed commencement date
thereof, there shall exist any uncured default of Tenant or matter which will
become a default of Tenant with passage of time unless cured, or if the proposed
assignee or sublessee is an entity: (a) with which Landlord is already in
negotiation as evidenced by the issuance of a written proposal; (b) is already
an occupant of the Building unless Landlord is unable to provide the amount of
space required by such occupant; (c) is a governmental agency; (d) is
incompatible with the character of occupancy of the Building; or (e) would
subject the Premises to a use which would: (i) involve increased personnel or
wear upon the Building, (ii) violate any exclusive right granted to another
tenant of the Building; (iii) require any addition to or modification of the
Premises or the Building in order to comply with building code or other
governmental requirements; or, (iv) involve a violation of Section 1.2. Tenant
expressly agrees that Landlord shall have the absolute right to refuse consent
to any such assignment or sublease and that for the purposes of any statutory or
other requirement of reasonableness on the part of Landlord such refusal shall
be reasonable.




9.6 Upon any
request to assign or sublet, Tenant will pay to Landlord the
Assignment/Subletting Fee plus, on demand, a sum equal to all of Landlord's
costs, including attorneys’ fees, incurred in investigating and considering any
proposed or purported assignment or pledge of this Lease or sublease of any of
the Premises, regardless of whether Landlord shall consent to, refuse consent,
or determine that Landlord's consent is not required for, such assignment,
pledge or sublease. Any purported sale, assignment, mortgage, transfer of this
Lease or subletting which does not comply with the provisions of this Article 9
shall be void.




9.7 If Tenant
is a corporation, partnership or trust, any transfer or transfers of or change
or changes within any twelve-month period in the number of the outstanding
voting shares of the corporation, the general partnership interests in the
partnership or the identity of the persons or entities controlling the
activities of such partnership or trust resulting in the persons or entities
owning or controlling a majority of such shares, partnership interests or
activities of such partnership or trust at the beginning of such period no
longer having such ownership or control shall be regarded as equivalent to an
assignment of this Lease to the persons or entities acquiring such ownership or
control and shall be subject to all the provisions of this Article 9 to the same
extent and for all intents and purposes as though such was an
assignment.





10. INDEMNIFICATION.





None of
the Landlord Entities shall be liable and Tenant hereby waives all claims
against them for any damage to any property or any injury to any person in or
about the Premises or the Building by or from any cause whatsoever (including
without limiting the foregoing, rain or water leakage of any character from the
roof, windows, walls, basement, pipes, plumbing works or appliances, the
Building not being in good condition or repair, gas, fire, oil, electricity or
theft), except to the extent caused by or arising from the gross negligence or
willful misconduct of Landlord or its agents, employees or contractors. Tenant
shall protect, indemnify and hold the Landlord Entities harmless from and
against any and all loss, claims, liability or costs (including court costs and
attorneys’ fees) incurred by reason of (a) any damage to any property (including
but not limited to property of any Landlord Entity) or any injury (including but
not limited to death) to any person occurring in, on or about the Premises or
the Building to the extent that such injury or damage shall be caused by or
arise from any actual act, neglect, fault, or omission by or of Tenant, its
agents, servants, employees, invitees, or visitors to meet any standards imposed
by any duty with respect to the injury or damage; (b) the conduct or management
of any work or thing whatsoever done by the Tenant in or about the Premises or
from transactions of the Tenant concerning the Premises; (c) Tenant's failure to
comply with any and all governmental laws, ordinances and regulations applicable
to the condition or use of the Premises or its occupancy; or (d) any breach or
default on the part of Tenant in the performance of any covenant or agreement on
the part of the Tenant to be performed pursuant to this Lease. The provisions of
this Article shall survive the termination of this Lease with respect to any
claims or liability accruing prior to such termination.





11. INSURANCE.





11.1 Tenant
shall keep in force throughout the Term: (a) a Commercial General
Liability **** insurance
policy or policies to protect the Landlord Entities against any liability to the
public or to any invitee of Tenant or a Landlord Entity incidental to the use of
or resulting from any accident occurring in or upon the Premises with a limit of
not less than $1,000,000.00 per occurrence and not less than $2,000,000.00 in
the annual aggregate, or such larger amount as Landlord may prudently require
from time to time, covering bodily injury and property damage liability and
$1,000,000 products/completed operations aggregate; (b) Business Auto Liability
covering owned, non-owned and hired vehicles with a limit of not less than
$1,000,000 per accident; (c) insurance protecting against liability under
Worker's Compensation Laws with limits at least as required by statute; (d)
Employers Liability with limits of $500,000 each accident, $500,000 disease
policy limit, $500,000 disease--each employee; (e) All Risk or Special Form
coverage protecting Tenant against loss of or damage to Tenant's alterations,
additions, improvements, carpeting, floor coverings, panelings, decorations,
fixtures, inventory and other business personal property situated in or about
the Premises to the full replacement value of the property so insured; and, (f)
Business Interruption Insurance with limit of liability representing loss of at
least approximately six months of income.





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11.2 Each of
the aforesaid policies shall (a) be provided at Tenant's expense; (b) name the
Landlord, the Landlord’s general partner and the building management company, if
any, as additional insureds; (c) be issued by an insurance company with a
minimum Best's rating of "A:VII" during the Term; and (d) provide that said
insurance shall not be cancelled unless thirty (30) days prior written notice
(ten days for non-payment of premium) shall have been given to Landlord; and
said policy or policies or certificates thereof shall be delivered to Landlord
by Tenant upon the Commencement Date and at least thirty (30) days prior to each
renewal of said insurance.





11.3 Whenever
Tenant shall undertake any alterations, additions or improvements in, to or
about the Premises ("Work") the aforesaid insurance protection must extend to
and include injuries to persons and damage to property arising in connection
with such Work, without limitation including liability under any applicable
structural work act, and such other insurance as Landlord shall require; and the
policies of or certificates evidencing such insurance must be delivered to
Landlord prior to the commencement of any such Work.





12. WAIVER OF
SUBROGATION.





So long
as their respective insurers so permit, Tenant and Landlord hereby mutually
waive their respective rights of recovery against each other for any loss
insured by fire, extended coverage, All Risks or other insurance now or
hereafter existing for the benefit of the respective party but only to the
extent of the net insurance proceeds payable under such policies. Each party
shall obtain any special endorsements required by their insurer to evidence
compliance with the aforementioned waiver.





13. SERVICES
AND UTILITIES.





13.1 Provided
Tenant shall not be in default under this Lease, and subject to the other
provisions of this Lease, Landlord agrees to furnish to the Premises during
ordinary business hours on generally recognized business days (but exclusive in
any event of Sundays and legal holidays), the following services and utilities
subject to the rules and regulations of the Building prescribed from time to
time: (a) water suitable for normal office use of the Premises; (b) heat and air
conditioning required in Landlord's judgment for the use and occupation of the
Premises; (c) cleaning and janitorial service; (d) elevator service by
nonattended automatic elevators; (e) such window washing as may from time to
time in Landlord's judgment be reasonably required; and, (f) equipment to bring
to Tenant's meter, electricity for lighting, convenience outlets and other
normal office use. Landlord shall not be liable for, and Tenant shall not be
entitled to, any abatement or reduction of rental by reason of Landlord's
failure to furnish any of the foregoing, unless such failure shall persist for
more than five (5) consecutive business days after written notice of such
failure is given to Landlord by Tenant and provided further that Landlord shall
not be liable when such failure is caused by accident, breakage, repairs, labor
disputes of any character, energy usage restrictions or by any other cause,
similar or dissimilar, beyond the reasonable control of Landlord. Landlord shall
use reasonable efforts to remedy any interruption in the furnishing of services
and utilities.





13.2 Should
Tenant require any additional work or service as described above, including
services furnished outside ordinary business hours specified above, Landlord
may, on terms to be agreed, upon reasonable advance notice by Tenant, furnish
such additional service and Tenant agrees to pay Landlord such charges as may be
agreed upon, including any tax imposed thereon, but in no event at a charge less
than Landlord's actual cost plus overhead for such additional service and, where
appropriate, a reasonable allowance for depreciation of any systems being used
to provide such service.





13.3 Wherever
heat-generating machines or equipment are used by Tenant in the Premises which
affect the temperature otherwise maintained by the air conditioning system,
Landlord reserves the right to install supplementary air conditioning units in
or for the benefit of the Premises and the cost thereof, including the cost of
installation and the cost of operations and maintenance, shall be paid by Tenant
to Landlord upon demand as such additional rent.





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13.4 Tenant
will not, without the written consent of Landlord, use any apparatus or device
in the Premises, including but not **** limited
to, electronic data processing machines and machines using current in excess of
200 watts or 110 volts, which will in any way increase the amount of electricity
or water usually furnished or supplied for use of the Premises for normal office
use, nor connect with electric current, except through existing electrical
outlets in the Premises, or water pipes, any apparatus or device for the
purposes of using electrical current or water. If Tenant shall require water or
electric current in excess of that usually furnished or supplied for use of the
Premises as normal office use, Tenant shall procure the prior written consent of
Landlord for the use thereof, which Landlord may refuse, and if Landlord does
consent, Landlord may cause a water meter or electric current meter to be
installed so as to measure the amount of such excess water and electric current.
The cost of any such meters shall be paid for by Tenant. Tenant agrees to pay as
additional rent to Landlord promptly upon demand therefor, the cost of all such
excess water and electric current consumed (as shown by said meters, if any, or,
if none, as reasonably estimated by Landlord) at the rates charged for such
services by the local public utility or agency, as the case may be, furnishing
the same, plus any additional expense incurred in keeping account of the water
and electric current so consumed.





13.5 It is
generally understood that mold spores are part of the environment, present
essentially everywhere and can grow in most moist locations. Emphasis is
properly placed on prevention of moisture and on good housekeeping and
ventilation practices. Tenant acknowledges the necessity of housekeeping,
ventilation, and moisture control (especially in kitchens, janitor's closets,
bathrooms, break rooms and around outside walls) for mold prevention. Prior to
executing this Lease, Tenant has first inspected the Premises and certifies that
Tenant has not observed mold, mildew or moisture within the Premises. Tenant
agrees to immediately notify Landlord and Landlord's property manager if it
observes mold/mildew and/or moisture conditions (from any source, including
leaks), and shall allow Landlord's management representatives to evaluate and
make recommendations and/or take appropriate corrective action. TENANT EXPRESSLY
ASSUMES AND ACCEPTS ANY AND ALL RISKS INVOLVED IN OR RELATED TO, AND RELEASES
LANDLORD AND LANDLORD’S MANAGERS, AGENTS, EMPLOYERS AND OFFICERS FROM ANY
LIABILITY FOR ANY PERSONAL INJURY OR DAMAGES TO PROPERTY CAUSED BY OR ASSOCIATED
WITH, MOISTURE OR THE GROWTH OR OCCURRENCE OF MOLD OR MILDEW WITHIN THE PREMISES
PRIOR TO OR DURING THE TERM OF THIS LEASE. In addition, Tenant acknowledges that
control of moisture and mold prevention are integral to its lease
obligations.





14. HOLDING
OVER.





Tenant
shall pay Landlord for each day Tenant retains possession of the Premises or
part of them after termination of this Lease by lapse of time or otherwise at
the rate ("Holdover Rate") which shall be 100% of the greater of (a) the amount
of the Annual Rent for the last period prior to the date of such termination
plus all Rent Adjustments under Article 4; and, (b) the then market rental value
of the Premises as determined by Landlord assuming a new lease of the Premises
of the then usual duration and other terms, in either case prorated on a daily
basis, and also pay all damages sustained by Landlord by reason of such
retention. Such holding over shall constitute renewal of this Lease for a period
of month to month at the Holdover Rate. No provision of this Article 14 shall be
deemed to waive Landlord's right of reentry or any other right under this Lease
or at law.





15. SUBORDINATION.





Without
the necessity of any additional document being executed by Tenant for the
purpose of effecting a subordination, this Lease shall be subject and
subordinate at all times to ground or underlying leases and to the lien of any
mortgages, deeds to secure debt or deeds of trust now or hereafter placed on,
against or affecting the Building, Landlord's interest or estate in the
Building, or any ground or underlying lease, provided, however, that if the
lessor, mortgagee, trustee, or holder of any such mortgage, deed to secure debt
or deed of trust elects to have Tenant's interest in this Lease be superior to
any such instrument, then, by notice to Tenant, this Lease shall be deemed
superior, whether this Lease was executed before or after said instrument. In
the event that any ground lease or underlying lease terminates for any reason or
any mortgage, deed to secure debt or deed of trust is foreclosed or a conveyance
in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any
subordination, attorn to and become the Tenant of the successor in interest to
Landlord at the option of such successor in interest. Notwithstanding the
foregoing, Tenant covenants and agrees to execute and deliver upon demand such
further instruments evidencing such subordination or superiority of this Lease
as may be required by Landlord. Tenant agrees to execute such subordination and
attornment agreements as the holder of any mortgage on the Building may
reasonably require. Attached hereto as Exhibit
C and
incorporated herein is a form of subordination and attornment agreement, which
form Tenant agrees is reasonable and agrees to enter into.





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16. RULES AND
REGULATIONS.





Tenant
shall faithfully observe and comply with all the rules and regulations as set
forth in Exhibit D to this Lease and all reasonable modifications of and
additions to them from time to time put into effect by Landlord. Landlord shall
not be responsible to Tenant for the non-performance by any other tenant or
occupant of the Building of any such rules and regulations.





17. REENTRY
BY LANDLORD.





17.1 Landlord
reserves and shall at all times have the right to re-enter the Premises to
inspect the same, to supply janitor service and any other service to be provided
by Landlord to Tenant under this Lease, to show said Premises to prospective
purchasers, mortgagees or tenants upon giving tenant a 24 hour written notice
prior to any showing, and to alter, improve or repair the Premises and any
portion of the Building, without abatement of rent, and may for that purpose
erect, use and maintain scaffolding, pipes, conduits and other necessary
structures and open any wall, ceiling or floor in and through the Building and
Premises where reasonably required by the character of the work to be performed,
provided entrance to the Premises shall not be blocked thereby, and further
provided that the business of Tenant shall not be interfered with
unreasonably.





17.2 Landlord
shall have the right at any time to change the arrangement and/or locations of
entrances, passageways, doors, doorways, corridors, windows, elevators, stairs,
toilets or other public parts of the Building and to change the name, number or
designation by which the Building is commonly known. In the event that Landlord
damages any portion of any wall or wall covering, ceiling, or floor or floor
covering within the Premises, Landlord shall repair or replace the damaged
portion to match the original as nearly as commercially reasonable but shall not
be required to repair or replace more than the portion actually
damaged.





17.3 Tenant
hereby waives any claim for damages for any injury or inconvenience to or
inter-ference with Tenant's business, any loss of occupancy or quiet enjoyment
of the Premises, and any other loss occasioned by any action of Landlord
authorized by this Article 17. Tenant agrees to reimburse Landlord, on demand,
as additional rent, for any expenses which Landlord may incur in thus effecting
compliance with Tenant's obligations under this Lease.





17.4 For each
of the aforesaid purposes, Landlord shall at all times have and retain a key
with which to unlock all of the doors in the Premises, excluding Tenant's vaults
and safes or special security areas (designated in advance), and Landlord shall
have the right to use any and all means which Landlord may deem proper to open
said doors in an emergency to obtain entry to any portion of the Premises. As to
any portion to which access cannot be had by means of a key or keys in
Landlord's possession, Landlord is authorized to gain access by such means as
Landlord shall elect and the cost of repairing any damage occurring in doing so
shall be borne by Tenant and paid to Landlord as additional rent upon
demand.





18. DEFAULT.





Except as
otherwise provided in Article 20, the following events shall be deemed to be
Events of Default under this Lease:





18.1. Tenant
shall fail to pay when due any sum of money becoming due to be paid to Landlord
under this Lease, whether such sum be any installment of the rent reserved by
this Lease, any other amount treated as additional rent under this Lease, or any
other payment or reimbursement to Landlord required by this Lease, whether or
not treated as additional rent under this Lease, and such failure shall continue
for a period of five days after written notice that such payment was not made
when due, but if any such notice shall be given, for the twelve-month period
commencing with the date of such notice, the failure to pay within five days
after due any additional sum of money becoming due to be paid to Landlord under
this Lease during such period shall be an Event of Default, without
notice.





18.2 Tenant
shall fail to comply with any term, provision or covenant of this Lease which is
not provided for in another Section of this Article and shall not cure such
failure within thirty (30) days (immediately, if the failure involves a
hazardous condition) after written notice of such failure to
Tenant.




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18.3 Tenant
shall fail to vacate the Premises immediately upon termination of this Lease, by
lapse of time or otherwise, or upon termination of Tenant's right to possession
only.





18.4 Tenant
shall become insolvent, admit in writing its inability to pay its debts
generally as they become due, file a petition in bankruptcy or a petition to
take advantage of any insolvency statute, make an assignment for the benefit of
creditors, make a transfer in fraud of creditors, apply for or consent to the
appointment of a receiver of itself or of the whole or any substantial part of
its property, or file a petition or answer seeking reorganization or arrangement
under the federal bankruptcy laws, as now in effect or hereafter amended, or any
other applicable law or statute of the United States or any state
thereof.





18.5 A court
of competent jurisdiction shall enter an order, judgment or decree adjudicating
Tenant bankrupt, or appointing a receiver of Tenant, or of the whole or any
substantial part of its property, without the consent of Tenant, or approving a
petition filed against Tenant seeking reorganization or arrangement of Tenant
under the bankruptcy laws of the United States, as now in effect or hereafter
amended, or any state thereof, and such order, judgment or decree shall not be
vacated or set aside or stayed within thirty (30) days from the date of entry
thereof.





18.6 Tenant
shall abandon or vacate any substantial portion of the Premises.





18.7 Tenant
shall assign, sublet or transfer its interest hereunder in violation of this
Lease.





19. REMEDIES.





19.1 Except as
otherwise provided in Article 20, upon the occurrence of any of the Events of
Default described or referred to in Article 18, Landlord shall have the option
to pursue any one or more of the following remedies without any notice or demand
whatsoever, concurrently or consecutively and not alternatively:





19.1.1 Landlord
may, at its election, terminate this Lease or terminate Tenant’s right to
possession only, without terminating the Lease.





19.1.2 Upon any
termination of this Lease, whether by lapse of time or otherwise, or upon any
termination of Tenant's right to possession without termination of the Lease,
Tenant shall surrender possession and vacate the Premises immediately, and
deliver possession thereof to Landlord, and Tenant hereby grants to Landlord
full and free license to enter into and upon the Premises in such event and to
repossess Landlord of the Premises as of Landlord's former estate and to expel
or remove Tenant and any others who may be occupying or be within the Premises
and to remove Tenant's signs and other evidence of tenancy and all other
property of Tenant therefrom without being deemed in any manner guilty of
trespass, eviction or forcible entry or detainer, and without incurring any
liability for any damage resulting therefrom, Tenant waiving any right to claim
damages for such re-entry and expulsion, and without relinquishing Landlord's
right to rent or any other right given to Landlord under this Lease or by
operation of law.





19.1.3 Upon any
termination of this Lease, whether by lapse of time or otherwise, Landlord shall
be entitled to recover as damages, all rent, including any amounts treated as
additional rent under this Lease, and other sums due and payable by Tenant on
the date of termination, plus as liquidated damages and not as a penalty,
Landlord and Tenant agreeing that the actual damages to be suffered by Landlord
are difficult or impossible to estimate and that the liquidated damages provided
herein are a good faith pre-estimate of the actual damages to be suffered by
Landlord, an amount equal to the sum of (a) an amount equal to the then present
value of the rent reserved in this Lease for the residue of the stated Term of
this Lease including any amounts treated as additional rent under this Lease and
all other sums provided in this Lease to be paid by Tenant, minus the fair
rental value of the Premises for such residue; (b) the value of the time and
expense necessary to obtain a replacement tenant or tenants, and the estimated
expenses described in Section 19.1.4 relating to recovery of the Premises,
preparation for reletting and for reletting itself, and (c) the cost of
performing any other covenants which would have otherwise been performed by
Tenant.





19.1.4 Upon any
termination **** of
Tenant's right to possession only without termination **** of the
Lease:





19.1.4.1 Neither
such termination of Tenant's right to possession nor Landlord's taking and
holding possession thereof as provided in Section 19.1.2 shall terminate the
Lease or release Tenant, in whole or in part, from any obligation, including
Tenant's obligation to pay the rent, including any amounts treated as additional
rent, under this Lease for the full Term, and if Landlord so elects Tenant shall
pay forthwith to Landlord the sum equal to the entire amount of the rent,
including any amounts treated as additional rent under this Lease, for the
remainder of the Term plus any other sums provided in this Lease to be paid by
Tenant for the remainder of the Term.




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19.1.4.2 Landlord
may, but need not, relet the Premises or any part thereof for such rent and upon
such terms as Landlord, in its sole discretion, shall determine (including the
right to relet the premises for a greater or lesser term than that remaining
under this Lease, the right to relet the Premises as a part of a larger area,
and the right to change the character or use made of the Premises). In
connection with or in preparation for any reletting, Landlord may, but shall not
be required to, make repairs, alterations and additions in or to the Premises
and redecorate the same to the extent Landlord deems necessary or desirable, and
Tenant shall, upon demand, pay the cost thereof, together with Landlord's
expenses of reletting, including, without limitation, any commission incurred by
Landlord. If Landlord decides to relet the Premises or a duty to relet is
imposed upon Landlord by law, Landlord and Tenant agree that nevertheless
Landlord shall at most be required to use only the same efforts Landlord then
uses to lease premises in the Building generally and that in any case that
Landlord shall not be required to give any preference or priority to the showing
or leasing of the Premises over any other space that Landlord may be leasing or
have available and may place a suitable prospective tenant in any such other
space regardless of when such other space becomes available. Landlord shall not
be required to observe any instruction given by Tenant about any reletting or
accept any tenant offered by Tenant unless such offered tenant has a
credit-worthiness acceptable to Landlord and leases the entire Premises upon
terms and conditions including a rate of rent (after giving effect to all
expenditures by Landlord for tenant improvements, broker's commissions and other
leasing costs) all no less favorable to Landlord than as called for in this
Lease, nor shall Landlord be required to make or permit any assignment, or
sublease for more than the current term or which Landlord would not be required
to permit under the provisions of Article 9.





19.1.4.3 Until
such time as Landlord shall elect to terminate the Lease and shall thereupon be
entitled to recover the amounts specified in such case in Section 19.1.3, Tenant
shall pay to Landlord upon demand the full amount of all rent, including any
amounts treated as additional rent under this Lease and other sums reserved in
this Lease for the remaining Term, together with the costs of repairs,
alterations, additions, redecorating and Landlord's expenses of reletting and
the collection of the rent accruing therefrom (including attorneys’ fees and
broker's commissions), as the same shall then be due or become due from time to
time, less only such consideration as Landlord may have received from any
reletting of the Premises; and Tenant agrees that Landlord may file suits from
time to time to recover any sums falling due under this Article 19 as they
become due. Any proceeds of reletting by Landlord in excess of the amount then
owed by Tenant to Landlord from time to time shall be credited against Tenant's
future obligations under this Lease but shall not otherwise be refunded to
Tenant or inure to Tenant's benefit.





19.2 Landlord
may, at Landlord's option, enter into and upon the Premises if Landlord
determines in its sole discretion that Tenant is not acting within a
commercially reasonable time to maintain, repair or replace anything for which
Tenant is responsible under this Lease and correct the same, without being
deemed in any manner guilty of trespass, eviction or forcible entry and detainer
and without incurring any liability for any damage or interruption of Tenant's
business resulting therefrom. If Tenant shall have vacated the Premises,
Landlord may at Landlord's option re-enter the Premises at any time during the
last six months of the then current Term of this Lease and make any and all such
changes, alterations, revisions, additions and tenant and other improvements in
or about the Premises as Landlord shall elect, all without any abatement of any
of the rent otherwise to be paid by Tenant under this Lease,





19.3 If, on
account of any breach or default by Tenant in Tenant's obligations under the
terms and conditions of this Lease, it shall become necessary or appropriate for
Landlord to employ or consult with an attorney concerning or to enforce or
defend any of Landlord's rights or remedies arising under this Lease, Tenant
agrees to pay all Landlord's attorneys’ fees so incurred. Tenant expressly
waives any right to: (a) trial by jury; and (b) service of any notice required
by any present or future law or ordinance applicable to landlords or tenants but
not required by the terms of this Lease.




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19.4 Pursuit
of any of the foregoing remedies shall not preclude pursuit of any of the other
remedies provided in this Lease or any other remedies provided by law (all such
remedies being cumulative), nor shall pursuit of any remedy provided in this
Lease constitute a forfeiture or waiver of any rent due to Landlord under this
Lease or of any damages accruing to Landlord by reason of the violation of any
of the terms, provisions and covenants contained in this Lease.





19.5 No act or
thing done by Landlord or its agents during the Term shall be deemed a
termination of this Lease or an acceptance of the surrender of the Premises, and
no agreement to terminate this Lease or accept a surrender of said Premises
shall be valid, unless in writing signed by Landlord. No waiver by Landlord of
any violation or breach of any of the terms, provisions and covenants contained
in this Lease shall be deemed or construed to constitute a waiver of any other
violation or breach of any of the terms, provisions and covenants contained in
this Lease. Landlord's acceptance of the payment of rental or other payments
after the occurrence of an Event of Default shall not be construed as a waiver
of such Default, unless Landlord so notifies Tenant in writing. Forbearance by
Landlord in enforcing one or more of the remedies provided in this Lease upon an
Event of Default shall not be deemed or construed to constitute a waiver of such
Default or of Landlord's right to enforce any such remedies with respect to such
Default or any subsequent Default.





19.6 To secure
the payment of all rentals and other sums of money becoming due from Tenant
under this Lease, Landlord shall have and Tenant grants to Landlord a first lien
upon the leasehold interest of Tenant under this Lease, which lien may be
enforced in equity, and a continuing security interest upon all goods, wares,
equipment, fixtures, furniture, inventory, accounts, contract rights, chattel
paper and other personal property of Tenant situated on the Premises, and such
property shall not be removed therefrom without the consent of Landlord until
all arrearages in rent as well as any and all other sums of money then due to
Landlord under this Lease shall first have been paid and discharged. In the
event of a default under this Lease, Landlord shall have, in addition to any
other remedies provided in this Lease or by law, all rights and remedies under
the Uniform Commercial Code, including without limitation the right to sell the
property described in this Section 19.6 at public or private sale upon five (5)
days' notice to Tenant. Tenant shall execute all such financing statements and
other instruments as shall be deemed necessary or desirable in Landlord's
discretion to perfect the security interest hereby created.





19.7 Any and
all property which may be removed from the Premises by Landlord pursuant to the
authority of this Lease or of law, to which Tenant is or may be entitled, may be
handled, removed and/or stored, as the case may be, by or at the direction of
Landlord but at the risk, cost and expense of Tenant, and Landlord shall in no
event be responsible for the value, preservation or safekeeping thereof. Tenant
shall pay to Landlord, upon demand, any and all expenses incurred in such
removal and all storage charges against such property so long as the same shall
be in Landlord's possession or under Landlord's control. Any such property of
Tenant not retaken by Tenant from storage within thirty (30) days after removal
from the Premises shall, at Landlord's option, be deemed conveyed by Tenant to
Landlord under this Lease as by a bill of sale without further payment or credit
by Landlord to Tenant.





20. TENANT'S
BANKRUPTCY OR INSOLVENCY.





20.1 If at any
time and for so long as Tenant shall be subjected to the provisions of the
United States Bankruptcy Code or other law of the United States or any state
thereof for the protection of debtors as in effect at such time (each a
"Debtor's Law"):





20.1.1 Tenant,
Tenant as debtor-in-possession, and any trustee or receiver of Tenant's assets
(each a "Tenant's Representative") shall have no greater right to assume or
assign this Lease or any interest in this Lease, or to sublease any of the
Premises than accorded to Tenant in Article 9, except to the extent Landlord
shall be required to permit such assumption, assignment or sublease by the
provisions of such Debtor's Law. Without limitation of the generality of the
foregoing, any right of any Tenant's Representative to assume or assign this
Lease or to sublease any of the Premises shall be subject to the conditions
that:





20.1.1.1 Such
Debtor's Law shall provide to Tenant's Representative a right of assumption of
this Lease which Tenant's Representative shall have timely exercised and
Tenant's Representative shall have fully cured any default of Tenant under this
Lease.





20.1.1.2 Tenant's
Representative or the proposed assignee, as the case shall be, shall have
deposited with Landlord as security for the timely payment of rent an amount
equal to the larger of (a) three months' rent and other monetary charges
accruing under this Lease; and (b) any sum specified in Article 5; and shall
have provided Landlord with adequate other assurance of the future performance
of the obligations of the Tenant under this Lease. Without limitation, such
assurances shall include, at least, in the case of assumption of this Lease,
demonstration to the satisfaction of the Landlord that Tenant's Representative
has and will continue to have sufficient unencumbered assets after the payment
of all secured obligations and administrative expenses to assure Landlord that
Tenant's Representative will have sufficient funds to fulfill the obligations of
Tenant under this Lease; and, in the case of assignment, submission of current
financial statements of the proposed assignee, audited by an independent
certified public accountant reasonably acceptable to Landlord and showing a net
worth and working capital in amounts determined by Landlord to be sufficient to
assure the future performance by such assignee of all of the Tenant's
obligations under this Lease.




Initial:
      Landlord
    
    /s/
      GBInitial:
      Tenant
    
    /s/
      AS


-12-


20.1.1.3 The
assumption or any contemplated assignment of this Lease or subleasing any part
of the Premises, as shall be the case, will not breach any provision in any
other lease, mortgage, financing agreement or other agreement by which Landlord
is bound.





20.1.1.4 Landlord
shall have, or would have had absent the Debtor's Law, no right under Article 9
to refuse consent to the proposed assignment or sublease by reason of the
identity or nature of the proposed assignee or sublessee or the proposed use of
the Premises concerned.





21. QUIET
ENJOYMENT.





Landlord
represents and warrants that it has full right and authority to enter into this
Lease and that Tenant, while paying the rental and performing its other
covenants and agreements contained in this Lease, shall peaceably and quietly
have, hold and enjoy the Premises for the Term without hindrance or molestation
from Landlord subject to the terms and provisions of this Lease. Landlord shall
not be liable for any interference or disturbance by other tenants or third
persons, nor shall Tenant be released from any of the obligations of this Lease
because of such interference or disturbance.





22. DAMAGE BY
FIRE, ETC.





22.1 In the
event the Premises or the Building are damaged by fire or other cause and in
Landlord's reasonable estimation such damage can be materially restored within
ninety (90) days, Landlord shall, to the extent of available insurance proceeds,
forthwith repair the same and this Lease shall remain in full force and effect,
except that Tenant shall be entitled to a proportionate abatement in rent from
the date of such damage. Such abatement of rent shall be made pro rata in
accordance with the extent to which the damage and the making of such repairs
shall interfere with the use and occupancy by Tenant of the Premises from time
to time. Within forty-five (45) days from the date of such damage, Landlord
shall notify Tenant, in writing, of Landlord's reasonable estimation of the
length of time within which material restoration can be made, and Landlord's
determination shall be binding on Tenant. For purposes of this Lease, the
Building or Premises shall be deemed "materially restored" if they are in such
condition as would not prevent or materially interfere with Tenant's use of the
Premises for the purpose for which it was being used immediately before such
damage.




22.2 If such
repairs cannot, in Landlord's reasonable estimation, be made within ninety (90)
days, Landlord shall have the option of giving Tenant, at any time within sixty
(60) days after such damage, notice terminating this Lease as of the date of
such damage. In the event of the giving of such notice, this Lease shall expire
and all interest of the Tenant in the Premises shall terminate as of the date of
such damage as if such date had been originally fixed in this Lease for the
expiration of the Term. In the event that Landlord does not exercise its option
to terminate this Lease, then Landlord shall, to the extent of available
insurance proceeds, repair or restore such damage, this Lease continuing in full
force and effect, and the rent hereunder shall be proportionately abated as
provided in Section 22.1.




22.3 Landlord
shall not be required to repair or replace any damage or loss by or from fire or
other cause to any panelings, decorations, partitions, additions, railings,
ceilings, floor coverings, office fixtures or any other property or improvements
installed on the Premises or belonging to Tenant. Any in-surance which may be
carried by Landlord or Tenant against loss or damage to the Building or Premises
shall be for the sole benefit of the party carrying such insurance and under its
sole control.




22.4 In the
event that Landlord should fail to complete such repairs and material
restoration within sixty (60) days after the date estimated by Landlord therefor
as extended by this Section 22.4, Tenant may at its option and as its sole
remedy terminate this Lease by delivering written notice to Landlord, within
fifteen (15) days after the expiration of said period of time, whereupon the
Lease shall end on the date of such notice or such later date fixed in such
notice as if the date of such notice was the date originally fixed in this Lease
for the expiration of the Term; provided, however, that if construction is
delayed because of changes, deletions or additions in construction requested by
Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor
shortages, government regulation or control or other causes beyond the
reasonable control of Landlord, the period for restoration, repair or rebuilding
shall be extended for the amount of time Landlord is so delayed.




Initial:
      Landlord
    
    /s/
      GBInitial:
      Tenant
    
    /s/
      AS


-13-


22.5 Notwithstanding
anything to the contrary contained in this Article: (a) Landlord shall
not **** have any
obligation whatsoever to repair, reconstruct, or restore the Premises when the
damages resulting from any casualty covered by the provisions of this Article 22
occur during the last twelve (12) months of the Term or any extension thereof,
but if Landlord determines not to repair such damages Landlord shall notify
Tenant and if such damages shall render any material portion of the Premises
untenantable Tenant shall have the right to terminate this Lease by notice to
Landlord within fifteen (15) days after receipt of Landlord's notice; and (b) in
the event the holder of any indebtedness secured by a mortgage or deed of trust
covering the Premises or Building requires that any insurance proceeds be
applied to such indebtedness, then Landlord shall have the right to terminate
this Lease by delivering written notice of termination to Tenant within fifteen
(15) days after such requirement is made by any such holder, whereupon this
Lease shall end on the date of such damage as if the date of such damage were
the date originally fixed in this Lease for the expiration of the
Term.




22.6 In the
event of any damage or destruction to the Building or Premises by any peril
covered by the provisions of this Article 22, it shall be Tenant's
responsibility to properly secure the Premises and upon notice from Landlord to
remove forthwith, at its sole cost and expense, such portion of all of the
property belonging to Tenant or its licensees from such portion or all of the
Building or Premises as Landlord shall request.





23. EMINENT
DOMAIN.





If all or
any substantial part of the Premises shall be taken or appropriated by any
public or quasi-public authority under the power of eminent domain, or
conveyance in lieu of such appropriation, either party to this Lease shall have
the right, at its option, of giving the other, at any time within thirty (30)
days after such taking, notice terminating this Lease, except that Tenant may
only terminate this Lease by reason of taking or appropriation, if such taking
or appropriation shall be so substantial as to materially interfere with
Tenant's use and occupancy of the Premises. If neither party to this Lease shall
so elect to terminate this Lease, the rental thereafter to be paid shall be
adjusted on a fair and equitable basis under the circumstances. In addition to
the rights of Landlord above, if any substantial part of the Building shall be
taken or appropriated by any public or quasi-public authority under the power of
eminent domain or conveyance in lieu thereof, and regardless of whether the
Premises or any part thereof are so taken or appropriated, Landlord shall have
the right, at its sole option, to terminate this Lease. Landlord shall be
entitled to any and all income, rent, award, or any interest whatsoever in or
upon any such sum, which may be paid or made in connection with any such public
or quasi-public use or purpose, and Tenant hereby assigns to Landlord any
interest it may have in or claim to all or any part of such sums, other than any
separate award which may be made with respect to Tenant's trade fixtures and
moving expenses, Tenant shall make no claim for the value of any unexpired
Term.





24. SALE BY
LANDLORD.





24.1 In event
of a sale or conveyance by Landlord of the Building: (i) the Landlord shall have
the right to cancel the Lease by giving Tenant not less than 30 days prior
notice; (ii) in the event that Landlord shall not elect to cancel the Lease as
set forth in (i), then the same shall operate to release Landlord from any
future liability upon any of the covenants or conditions, expressed or implied,
contained in this Lease in favor of Tenant, and in such event Tenant agrees to
look solely to the responsibility of the successor in interest of Landlord in
and to this Lease. Except as set forth in this Article 24, this Lease shall not
be affected by any such sale and Tenant agrees to attorn to the purchaser or
assignee. If any security has been given by Tenant to secure the faithful
performance of any of the covenants of this Lease, Landlord may transfer or
deliver said security, as such, to Landlord's successor in interest and
thereupon Landlord shall be discharged from any further liability with regard to
said security.





25. ESTOPPEL
CERTIFICATES.





Within
ten (10) days following any written request which Landlord may make from time to
time, Tenant shall execute and deliver to Landlord or mortgagee or prospective
mortgagee a sworn statement certifying: (a) the date of commencement of this
Lease; (b) the fact that this Lease is unmodified and in full force and effect
(or, if there have been modifications to this Lease, that this Lease is in full
force and effect, as modi-fied, and stating the date and nature of such
modifications); (c) the date to which the rent and other sums payable under this
Lease have been paid; (d) the fact that there are no current defaults under this
Lease by either Landlord or Tenant except as specified in Tenant's statement;
and (e) such other matters as may be requested by Landlord. Attached hereto as Exhibit
E is a
form of estoppel certificate that Tenant agrees to execute and deliver pursuant
to this Article 25. Landlord and Tenant intend that any statement delivered
pursuant to this Article 25 may be relied upon by any mortgagee, beneficiary or
purchaser and Tenant shall be liable for all loss, **** cost or
expense resulting from the failure of any sale or funding of any loan caused by
any material mis-statement contained in such estoppel certificate. Tenant
irrevocably agrees that if Tenant fails to execute and deliver such certificate
within such ten (10) day period Landlord or Landlord's beneficiary or agent may
execute and deliver such certificate on Tenant's behalf, and that such
certificate shall be fully binding on Tenant.




Initial:
      Landlord
    
    /s/
      GBInitial:
      Tenant
    
    /s/
      AS


-14-


26. SURRENDER
OF PREMISES.





26.1 Tenant
shall, at least thirty (30) days before the last day of the Term, arrange to
meet Landlord for a joint inspection of the Premises. In the event of Tenant's
failure to arrange such joint inspection to be held prior to vacating the
Premises, Landlord's inspection at or after Tenant's vacating the Premises shall
be conclusively deemed correct for purposes of determining Tenant's
responsibility for repairs and restoration.




26.2 At the
end of the Term or any renewal of the Term or other sooner termination of this
Lease, Tenant will peaceably deliver up to Landlord possession of the Premises,
together with all improvements or additions upon or belonging to the same, by
whomsoever made, in the same conditions received or first installed, broom clean
and free of all debris, excepting only ordinary wear and tear and damage by fire
or other casualty. Tenant may, and at Landlord's request shall, at Tenant's sole
cost, remove upon termination of this Lease, any and all furniture, furnishings,
movable partitions of less than full height from floor to ceiling, trade
fixtures and other property installed by Tenant, title to which shall not be in
or pass automatically to Landlord upon such termination, repairing all damage
caused by such removal. Property not so removed shall, unless requested to be
removed, be deemed abandoned by the Tenant and title to the same shall thereupon
pass to Landlord under this Lease as by a bill of sale. All other alterations,
additions and improvements in, on or to the Premises shall be dealt with and
disposed of as provided in Article 6 hereof.




26.3 All
obligations of Tenant under this Lease not fully performed as of the expiration
or earlier termination of the Term shall survive the expiration or earlier
termination of the Term. In the event that Tenant's failure to perform prevents
Landlord from releasing the Premises, Tenant shall continue to pay rent pursuant
to the provisions of Article 14 until such performance is complete. Upon the
expiration or earlier termination of the Term, Tenant shall pay to Landlord the
amount, as estimated by Landlord, necessary to repair and restore the Premises
as provided in this Lease and/or to discharge Tenant's obligation for unpaid
amounts due or to become due to Landlord. All such amounts shall be used and
held by Landlord for payment of such obligations of Tenant, with Tenant being
liable for any additional costs upon demand by Landlord, or with any excess to
be returned to Tenant after all such obligations have been determined and
satisfied. Any otherwise unused Security Deposit shall be credited against the
amount payable by Tenant under this Lease.





27. NOTICES.





Any
notice or document required or permitted to be delivered under this Lease shall
be addressed to the intended recipient, shall be transmitted personally, by
fully prepaid registered or certified United States Mail return receipt
requested, or by reputable independent contract delivery service furnishing a
written record of attempted or actual delivery, and shall be deemed to be
delivered when tendered for delivery to the addressee at its address set forth
on the Reference Page, or at such other address as it has then last specified by
written notice delivered in accordance with this Article 27, or if to Tenant at
either its aforesaid address or its last known registered office or home of a
general partner or individual owner, whether or not actually accepted or
received by the addressee.





28. TAXES
PAYABLE BY TENANT.





In
addition to rent and other charges to be paid by Tenant under this Lease, Tenant
shall reimburse to Landlord, upon demand, any and all taxes payable by Landlord
(other than net income taxes) whether or not now customary or within the
contemplation of the parties to this Lease: (a) upon, allocable to, or measured
by or on the gross or net rent payable under this Lease, including without
limitation any gross income tax or excise tax levied by the State, any political
subdivision thereof, or the Federal Government with respect to the receipt of
such rent; (b) upon or with respect to the possession, leasing, operation,
management, maintenance, alteration, repair, use or occupancy of the Premises or
any portion thereof, including any sales, use or service tax imposed as a result
thereof, (c) upon or measured by the Tenant's gross receipts or payroll or the
value of Tenant's equipment, furniture, fixtures and other personal property of
Tenant or leasehold improvements, alterations or additions located in the
Premises; or (d) upon this transaction or any document to which Tenant is a
party creating or transferring any interest of Tenant in this Lease or the
Premises. In addition to the foregoing, Tenant agrees to pay, before
delinquency, any and all taxes levied or assessed against Tenant and which
become payable during the term hereof upon Tenant's equipment, furniture,
fixtures and other personal property of Tenant located in the
Premises.




Initial:
      Landlord
    
    /s/
      GBInitial:
      Tenant
    
    /s/
      AS


-15-


29. RELOCATION
OF TENANT.





Intentionally
Deleted.





30. DEFINED
TERMS AND HEADINGS.





The
Article headings shown in this Lease are for convenience of reference and shall
in no way define, in-crease, limit or describe the scope or intent of any
provision of this Lease. Any indemnification or insurance of Landlord shall
apply to and inure to the benefit of all the following "Landlord Entities",
being Landlord, Landlord's investment manager, and the trustees, boards of
directors, officers, general partners, beneficiaries, stockholders, employees
and agents of each of them. Any option granted to Landlord shall also include or
be exercisable by Landlord's trustee, beneficiary, agents and employees, as the
case may be. In any case where this Lease is signed by more than one person, the
obligations under this Lease shall be joint and several. The terms "Tenant" and
"Landlord" or any pronoun used in place thereof shall indicate and include the
masculine or feminine, the singular or plural number, individuals, firms or
corporations, and each of their respective successors, executors, administrators
and permitted assigns, according to the context hereof The term "rentable area"
shall mean the rentable area of the Premises or the Building as calculated by
the Landlord on the basis of the plans and specifications of the Building
including a propor-tionate share of any common areas. Tenant hereby accepts and
agrees to be bound by the figures for the rentable square footage of the
Premises and Tenant's Proportionate Share shown on the Reference
Page.





31. TENANT'S
AUTHORITY.





If Tenant
signs as a corporation each of the persons executing this Lease on behalf of
Tenant represents and warrants that Tenant has been and is qualified to do
business in the state in which the Building is located, that the corporation has
full right and authority to enter into this Lease, and that all persons signing
on behalf of the corporation were authorized to do so by appropriate corporate
actions. If Tenant signs as a partnership, trust or other legal entity, each of
the persons executing this Lease on behalf of Tenant represents and warrants
that Tenant has complied with all applicable laws, rules and governmental
regulations relative to its right to do business in the state and that such
entity on behalf of the Tenant was authorized to do so by any and all
appropriate partnership, trust or other actions. Tenant agrees to furnish
promptly upon request a corporate resolution, proof of due authorization by
partners, or other appropriate documentation evidencing the due authorization of
Tenant to enter into this Lease.





32. COMMISSIONS.





Each of
the parties represents and warrants to the other that it has not dealt with any
broker or finder in connection with this Lease, except as described on the
Reference Page.





33. TIME AND
APPLICABLE LAW.





Time is
of the essence of this Lease and all of its provisions. This Lease shall in all
respects be governed by the laws of the state in which the Building is
located.





34. SUCCESSORS
AND ASSIGNS.





Subject
to the provisions of Article 9, the terms, covenants and conditions contained in
this Lease shall be binding upon and inure to the benefit of the heirs,
successors, executors, administrators and assigns of the parties to this
Lease.





35. ENTIRE
AGREEMENT.





This
Lease, together with its exhibits, contains all agreements of the parties to
this Lease and supersedes any previous negotiations. There have been no
representations made by the Landlord or understandings made between the parties
other than those set forth in this Lease and its exhibits. This Lease may not be
modified except by a written instrument duly executed by the parties to this
Lease.




Initial:
      Landlord
    
    /s/
      GBInitial:
      Tenant
    
    /s/
      AS


-16-


36. EXAMINATION
NOT OPTION.





Submission
of this Lease shall not be deemed to be a reservation of the Premises. Landlord
shall not be bound by this Lease until it has received a copy of this Lease duly
executed by Tenant and has delivered to Tenant a copy of this Lease duly
executed by Landlord, and until such delivery Landlord reserves the right to
exhibit and lease the Premises to other prospective tenants. Notwithstanding
anything contained in this Lease to the contrary, Landlord may withhold delivery
of possession of the Premises from Tenant until such time as Tenant has paid to
Landlord any security deposit required by Article 5, the first month's rent as
set forth in Article 3 and any sum owed pursuant to this Lease.





37. RECORDATION.





Tenant
shall not record or register this Lease or a short form memorandum hereof
without the prior written consent of Landlord, and then shall pay all charges
and taxes incident such recording or registration.





38. LIMITATION
OF LANDLORD'S LIABILITY.





Redress
for any claim against Landlord under this Lease shall be limited to and
enforceable only against and to the extent of Landlord's interest in the
Building. The obligations of Landlord under this Lease are not intended to and
shall not be personally binding on, nor shall any resort be had to the private
properties of, any of its trustees or board of directors and officers, as the
case may be, its investment manager, the general partners thereof, or any
beneficiaries, stockholders, employees, or agents of Landlord or the investment
manager.





39. ATTORNEYS’
FEES.





In the
event that any action or proceeding is brought to enforce or construe any term,
covenant or condition of this Lease on the part of Landlord or Tenant,
including, without limitation, any participation in any bankruptcy, arbitration
or mediation process, the prevailing party in such litigation shall be entitled
to reasonable attorneys' fees to be fixed by the Court in such action or
proceeding, including, without limitation, attorneys' fees at both the trial and
appellate levels.





40. NO
ESTATE.





This
contract shall create the relationship of Landlord and Tenant, and no estate
shall pass out of Landlord. Tenant has only a usufruct, not subject to levy and
sale and not assignable by Tenant, except as provided for herein and in
compliance herewith.





41. GUARANTY.





Tenant’s
obligations under this Lease have been guaranteed pursuant to that certain
Guaranty set forth as Exhibit
F attached
hereto and made a part hereof.





42. FINANCIAL
STATEMENTS.





Within
ten (10) days following Landlord’s request therefor, Tenant shall provide to
Landlord and Landlord’s lender copies of (a) the most recent fiscal year
financial statements for Tenant and any guarantors of this Lease, as audited by
a certified public accountant, and (b) the most recent fiscal quarter financial
statements for Tenant and any guarantors of this Lease, as certified,
respectively, by Tenant and each such guarantor. The financial statements shall
include, but not necessarily be limited to, a balance sheet, statements of
income and retained earnings, and a statement of source and uses of funds. All
such statements shall be prepared in accordance with generally accepted
accounting principles.





43. SPECIAL
STIPULATIONS.





Special
Stipulations to this Lease are set forth on Exhibit
G attached
hereto and made a part hereof. In the event of any conflict between any
provision set forth in Exhibit
G and any
provision contained elsewhere in this Lease, the former in all events shall
supersede, prevail and control.




Initial:
      Landlord
    
    /s/
      GBInitial:
      Tenant
    
    /s/
      AS


-17-


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





LANDLORD:
      
      Roberts
      Properties Residential, L.P.
      
      By:/s/
      Greg M. Burnett
      Title:Chief
      Financial Officer
      Dated:November
      23, 2004
    TENANT:
      
      Roberts
      Properties, Inc.
      
      By:/s/
      Anthony Shurtz
      Title:Chief
      Financial Officer
      Dated:November
      23, 2004
      
      Attest:/s/
      Jessica Grant
      Name:Jessica
      Grant









Initial:
      Landlord
    
    /s/
      GBInitial:
      Tenant
    
    /s/
      AS


-18-





EXHIBIT
A





attached
to and made a part of Lease bearing the


Lease
Reference Date of November 23, 2004 between


Roberts
Properties Residential, L.P., a Georgia limited partnership  , as
Landlord and


Roberts
Properties, Inc. as Tenant






PREMISES





Exhibit A
is intended only to show the general layout of the Premises as of the beginning
of the Term of this Lease. It does not in any way supersede any of Landlord's
rights set forth in Section 17.2 with respect to arrangements and/or locations
of public parts of the Building and changes in such arrangements and/or
locations. It is not to be scaled; any measurements or distances shown should be
taken as approximate.





Initial:
      Landlord
    
    /s/
      GBInitial:
      Tenant
    
    /s/
      AS













EXHIBIT
B





attached
to and made a part of Lease bearing the


Lease
Reference Date of November 23, 2004 between


Roberts
Properties Residential, L.P., a Georgia limited partnership  , as
Landlord and


Roberts
Properties, Inc. as Tenant











Tenant
accepts the Premises in its current “as-is” condition, and Landlord shall have
no obligation to make any improvements to the Premises.








Initial:
      Landlord
    
    /s/
      GBInitial:
      Tenant
    
    /s/
      AS













EXHIBIT
C





attached
to and made a part of Lease bearing the


Lease
Reference Date of November 23, 2004 between


Roberts
Properties Residential, L.P., a Georgia limited partnership  , as
Landlord and


Roberts
Properties, Inc. as Tenant





SUBORDINATION,
NONDISTURBANCE


AND
ATTORNMENT AGREEMENT




THIS
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (the "Agreement") is
made as of the ____ day of November, 2004, by and between BANK OF
NORTH GEORGIA, having
an address at 8025 Westside Parkway, Alpharetta, GA 30004 ("Lender") and ROBERTS
PROPERTIES, INC., having an address at 450 Northridge Parkway, Suite 300,
Atlanta, GA 30350 ("Tenant").





**RECITALS:**





A . Tenant is
the holder of a leasehold estate in a portion of the property known as 450
Northridge Parkway, Atlanta, Georgia, as more particularly described on Schedule
A (the "Property"), under and pursuant to the provisions of a certain lease
dated November __, 2004 between Roberts Properties Residential, LP, as landlord
("Landlord") and Tenant or its predecessor in interest, as tenant (as amended
through the date hereof, the "Lease");





B . The
Property is or is to be encumbered by one or more mortgages, deeds of trust,
deeds to secure debt or similar security agreements (collectively, the "Security
Instrument") from Landlord, or its successor in interest, in favor of Lender;
and





C . Tenant
has agreed to subordinate the Lease to the Security Instrument and to the lien
thereof and Lender has agreed to grant non-disturbance to Tenant under the Lease
on the terms and conditions hereinafter set forth.





**AGREEMENT:**





NOW,
THEREFORE, the parties hereto mutually agree as follows:





1 . Subordination . The
Lease shall be subject and subordinate in all respects to the lien and terms of
the Security Instrument, to any and all advances to be made thereunder and to
all renewals, modifications, consolidations, replacements and extensions
thereof.




2 . Nondisturbance . So long
as Tenant pays all rents and other charges as specified in the Lease and is not
otherwise in default (beyond applicable notice and cure periods) of any of its
obligations and covenants pursuant to the Lease, Lender agrees for itself and
its successors in interest and for any other person acquiring title to the
Property through a foreclosure (an "Acquiring Party"), that Tenant's possession
of the premises as described in the Lease will not be disturbed during the term
of the Lease, as said term may be extended pursuant to the terms of the Lease or
as said premises may be expanded as specified in the Lease, by reason of a
foreclosure. For purposes of this agreement, a "foreclosure" shall include (but
not be limited to) a sheriff's or trustee's sale under the power of sale
contained in the Security Instrument, the termination of any superior lease of
the Property and any other transfer of the Landlord's interest in the Property
under peril of foreclosure, including, without limitation to the generality of
the foregoing, an assignment or sale in lieu of foreclosure.





3 . Attornment . Tenant
agrees to attorn to, accept and recognize any Acquiring Party as the landlord
under the Lease pursuant to the provisions expressly set forth therein for the
then remaining balance of the term of the Lease, and any extensions thereof as
made pursuant to the Lease. The foregoing provision shall be self-operative and
shall not require the execution of any further instrument or agreement by Tenant
as a condition to its effectiveness. Tenant agrees, however, to execute and
deliver, at any time and from time to time, upon the request of the Lender or
any Acquiring Party any reasonable instrument which may be necessary or
appropriate to evidence such attornment.




4 . No
Liability .
Notwithstanding anything to the contrary contained herein or in the Lease, it is
specifically understood and agreed that neither the Lender, any receiver nor any
Acquiring Party shall be:




Initial:
      Landlord
    
    /s/
      GBInitial:
      Tenant
    
    /s/
      AS







( a ) liable
for any act, omission, negligence or default of any prior landlord (other than
to cure defaults of a continuing nature with respect to the maintenance or
repair of the demised premises or the Property); provided, however, that any
Acquiring Party shall be liable and responsible for the performance of all
covenants and obligations of landlord under the Lease accruing from and after
the date that it takes title to the Property; or




( b ) except as
set forth in (a), above, liable for any failure of any prior landlord to
construct any improvements;




( c ) subject
to any offsets, credits, claims or defenses which Tenant might have against any
prior landlord; or




( d ) bound by
any rent or additional rent which is payable on a monthly basis and which Tenant
might have paid for more than one (1) month in advance to any prior landlord;
or




( e ) be liable
to Tenant hereunder or under the terms of the Lease beyond its interest in the
Property.




Notwithstanding
the foregoing, Tenant reserves its rights to any and all claims or causes of
action against such prior landlord for prior losses or damages and against the
successor landlord for all losses or damages arising from and after the date
that such successor landlord takes title to the Property.




5 . Rent . Tenant
has notice that the Lease and the rents and all other sums due thereunder have
been assigned to Lender as security for the loan secured by the Security
Instrument. In the event Lender notifies Tenant of the occurrence of a default
under the Security Instrument and demands that Tenant pay its rents and all
other sums due or to become due under the Lease directly to Lender, Tenant shall
honor such demand and pay its rent and all other sums due under the Lease
directly to Lender or as otherwise authorized in writing by Lender. Landlord
hereby irrevocably authorizes Tenant to make the foregoing payments to Lender
upon such notice and demand.





6 . Lender
to Receive Notices . Tenant
shall notify Lender of any default by Landlord under the Lease which would
entitle Tenant to cancel the Lease, and agrees that, notwithstanding any
provisions of the Lease to the contrary, no notice of cancellation thereof shall
be effective unless Lender shall have received notice of default giving rise to
such cancellation and shall have failed within sixty (60) days after receipt of
such notice to cure such default, or if such default cannot be cured within
sixty (60) days, shall have failed within sixty (60) days after receipt of such
notice to commence and thereafter diligently pursue any action necessary to cure
such default.




7 . NOTICES . All
notices or other written communications hereunder shall be deemed to have been
properly given (i) upon delivery, if delivered in person with receipt
acknowledged by the recipient thereof, (ii) one (1) Business Day (hereinafter
defined) after having been deposited for overnight delivery with any reputable
overnight courier service, or (iii) three (3) Business Days after having been
deposited in any post office or mail depository regularly maintained by the U.S.
Postal Service and sent by registered or certified mail, postage prepaid, return
receipt requested, addressed to the receiving party at its address set forth
above, and:




if to
Tenant, to


the
attention of: Anthony Shurtz; and





if to
Lender:


to the
attention of: Allen Barker




or
addressed as such party may from time to time designate by written notice to the
other parties. For purposes of this Paragraph 7, the term "Business Day" shall
mean any day other than Saturday, Sunday or any other day on which banks are
required or authorized to close in New York, New York.




Either
party by notice to the other may designate additional or different addresses for
subsequent notices or communications.




8 . Successors . The
obligations and rights of the parties pursuant to this Agreement shall bind and
inure to the benefit of the successors, assigns, heirs and legal representatives
of the respective parties. In addition, Tenant acknowledges that all references
herein to Landlord shall mean the owner of the landlord's interest in the Lease,
even if said owner shall be different than the Landlord named in the
Recitals.





Initial:
      Landlord
    
    /s/
      GBInitial:
      Tenant
    
    /s/
      AS





-2-


9 . Duplicate
Originals; Counterparts . This
Agreement may be executed in any number of duplicate originals and each
duplicate original shall be deemed to be an original. This Agreement may be
executed in several counterparts, each of which counterparts shall be deemed an
original instrument and all of which together shall constitute a single
Agreement. The failure of any party hereto to execute this Agreement, or any
counterpart hereof, shall not relieve the other signatories from their
obligations hereunder.




IN
WITNESS WHEREOF, Lender and Tenant have duly executed this Agreement as of the
date first above written.





**LENDER:**Signed,
      sealed and delivered in
      the
      presence of:
      
      ___________________________________
      Unofficial
      Witness
      
      ___________________________________
      Notary
      Public
      
      My
      Commission Expires: ________________
      
      [NOTARY
      SEAL][NOTARY
      STAMP]
    **BANK
      OF NORTH GEORGIA**
      
      
      By:____________________________
      Name:__________________________
      Title:___________________________








**TENANT:**Signed,
      sealed and delivered in
      the
      presence of:
      ___________________________________
      Unofficial
      Witness
      
      ___________________________________
      Notary
      Public
      
      My
      Commission Expires: ________________
      
      [NOTARY
      SEAL][NOTARY
      STAMP]
    By:____________________________
      Name:__________________________
      Title:___________________________




Initial:
      Landlord
    
    /s/
      GBInitial:
      Tenant
    
    /s/
      AS





-3-








The
      undersigned accepts and agrees to theprovisions of Paragraph 5
      hereof**LANDLORD**:Signed,
      sealed and delivered in
      the
      presence of:
      ___________________________________
      Unofficial
      Witness
      
      ___________________________________
      Notary
      Public
      
      My
      Commission Expires: ________________
      
      [NOTARY
      SEAL][NOTARY
      STAMP]
    ___________________________________
      ___________________________________
      By:
      
      
      By:__________________________
      Name:________________________
      Title:_________________________
      
      [CORPORATE
      SEAL]





Initial:
      Landlord
    
    /s/
      GBInitial:
      Tenant
    
    /s/
      AS










-4-





EXHIBIT
D





attached
to and made a part of Lease bearing the


Lease
Reference Date of November 23, 2004 between


Roberts
Properties Residential, L.P., a Georgia limited partnership  , as
Landlord and


Roberts
Properties, Inc. as Tenant








RULES AND
REGULATIONS





1. No sign,
placard, picture, advertisement, name or notice shall be installed or displayed
on any part of the outside or inside of the Building without the prior written
consent of the Landlord. Landlord shall have the right to remove, at Tenant's
expense and without notice, any sign installed or displayed in violation of this
rule. All approved signs or lettering on doors and walls shall be printed,
painted, affixed or inscribed at the expense of Tenant by a person or vendor
chosen by Landlord. In addition, Landlord reserves the right to change from time
to time the format of the signs or lettering and to require previously approved
signs or lettering to be appropriately altered.





2. If
Landlord objects in writing to any curtains, blinds, shades or screens attached
to or hung in or used in connection with any window or door of the Premises,
Tenant shall immediately discontinue such use. No awning shall be permitted on
any part of the Premises. Tenant shall not place anything or allow anything to
be placed against or near any glass partitions or doors or windows which may
appear unsightly, in the opinion of Landlord, from outside the
Premises.





3. Tenant
shall not obstruct any sidewalks, halls, passages, exits, entrances, elevators,
escalators or stairways of the Building. The halls, passages, exits, entrances,
shopping malls, elevators, escalators and stairways are not for the general
public, and Landlord shall in all cases retain the right to control and prevent
access to the Building of all persons whose presence in the judgment of Landlord
would be prejudicial to the safety, character, reputation and interests of the
Building and its tenants provided that nothing contained in this rule shall be
construed to prevent such access to persons with whom any tenant normally deals
in the ordinary course of its business, unless such persons are engaged in
illegal activities. No tenant and no employee or invitee of any tenant shall go
upon the roof of the Building.





4. Intentionally
deleted.





5. All
cleaning and janitorial services for the Building and the Premises shall be
provided exclusively through Landlord. Tenant shall not cause any unnecessary
labor by carelessness or indifference to the good order and cleanliness of the
Premises. Landlord shall not in any way be responsible to any Tenant for any
loss of property on the Premises, however occurring, or for any damage to any
Tenant's property by the janitor or any other employee or any other
person.





6. Landlord
will furnish Tenant free of charge with two keys to each door in the Premises.
Landlord may make a reasonable charge for any additional keys, and Tenant shall
not make or have made additional keys, and Tenant shall not alter any lock or
install a new or additional lock or bolt on any door of its Premises. Tenant,
upon the termination of its tenancy, shall deliver to Landlord the keys of all
doors which have been furnished to Tenant, and in the event of loss of any keys
so furnished, shall pay Landlord therefor.





7. If Tenant
requires telegraphic, telephonic, burglar alarm or similar services, it shall
first obtain, and comply with, Landlord's instructions in their
installation.





8. No
equipment, materials, furniture, packages, supplies, merchandise or other
property will be received in the Building or carried in the elevators except
between such hours and in such elevators as may be designated by
Landlord.





9. Tenant
shall not place a load upon any floor which exceeds the load per square foot
which such floor was designed to carry and which is allowed by law. Landlord
shall have the right to prescribe the weight, size and position to all
equipment, materials, furniture or other property brought into the Building.
Heavy objects shall, stand on such platforms as determined by Landlord to be
necessary to properly distribute the weight. Business machines and mechanical
equipment belonging to Tenant which cause noise or vibration that may be
transmitted to the structure of the Building or to any space in the Building to
such a degree as to be objectionable to Landlord or to any tenants shall be
placed and maintained by Tenant, at Tenant's expense, on vibration eliminators
or other devices sufficient to eliminate noise or vibration. The persons
employed to move such equipment in or out of the Building must be acceptable to
Landlord. Landlord will not be responsible for loss of, or damage to, any such
equipment or other property from any cause, and all damage done to the Building
by maintaining or moving such equipment or other property shall be repaired at
the expense of Tenant.





Initial:
      Landlord
    
    /s/
      GBInitial:
      Tenant
    
    /s/
      AS








10. Tenant
shall not use any method of heating or air conditioning other than that supplied
by Landlord. Tenant shall not waste electricity, water or air conditioning.
Tenant shall keep corridor doors closed.





11. Landlord
reserves the right to exclude from the Building between the hours of 6 p.m. and
7 a.m. the following day, or such other hours as may be established from time to
time by Landlord, and on Sundays and legal holidays any person unless that
person is known to the person or employee in charge of the Building and has a
pass or is properly identified. Tenant shall be responsible for all persons for
whom it requests passes and shall be liable to Landlord for all acts of such
persons. Landlord shall not be liable for damages for any error with regard to
the admission to or exclusion from the Building of any person.





12. Tenant
shall close and lock the doors of its Premises and entirely shut off all water
faucets or other water apparatus and electricity, gas or air outlets before
Tenant and its employees leave the Premises. Tenant shall be responsible for any
damage or injuries sustained by other tenants or occupants of the Building or by
Landlord for noncompliance with this rule.





13. The
toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used
for any purpose other than that for which they were constructed, no foreign
substance of any kind whatsoever shall be thrown into any of them, and the
expense of any breakage, stoppage or damage resulting from the violation of this
rule shall be borne by the Tenant who, or whose employees or invitees, shall
have caused it.





14. Tenant
shall not install any radio or television antenna, satellite dish, loudspeaker
or other device on the roof or exterior walls of the Building. Tenant shall not
interfere with radio or television broadcasting or reception from or in the
Building or elsewhere,





15. Except as
approved by Landlord, Tenant shall not mark, drive nails, screw or drill into
the partitions, woodwork or plaster or in any way deface the Premises. Tenant
shall not cut or bore holes for wires. Tenant shall not affix any floor covering
to the floor of the Premises in any manner except as approved by Landlord.
Tenant shall repair any damage resulting from noncompliance with this
rule.





16. Tenant
shall not install, maintain or operate upon the Premises any vending
machine.





17. Tenant
shall store all its trash and garbage within its Premises. Tenant shall not
place in any trash box or receptacle any material which cannot be disposed of in
the ordinary and customary manner of trash and garbage disposal. All garbage and
refuse disposal shall be made in accordance with directions issued from time to
time by Landlord.





18. No
cooking shall be done or permitted by any Tenant on the Premises, except by
using Underwriters' Laboratory approved microwave ovens or equipment for brewing
coffee, tea, hot chocolate and similar beverages shall be permitted provided
that such equipment and use is in accordance with all applicable federal, state
and city laws, codes, ordinances, rules and regulations.





19. Tenant
shall not use in any space or in the public halls of the Building any hand
trucks except those equipped with the rubber tires and side guards or such other
material-handling equipment as Landlord may approve. Tenant shall not bring any
other vehicles of any kind into the Building.





20. Tenant
shall not use the name of the Building in connection with or in promoting or
advertising the business of Tenant except as Tenant's address.





21. The
requirements of Tenant will be attended to only upon appropriate application to
the office of the Building by an authorized individual. Employees of Landlord
shall not perform any work or do anything outside of their regular duties unless
under special instruction from Landlord, and no employee of Landlord will admit
any person (Tenant or otherwise) to any office without specific instructions
from Landlord.





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




Initial:
      Landlord
    
    /s/
      GBInitial:
      Tenant
    
    /s/
      AS


-2-


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





24. Landlord
reserves the right to make such other reasonable rules and regulations as in its
judgment may from time to time be needed for safety and security, for care and
cleanliness of the Building and for the preservation of good order in and about
the Building. Tenant agrees to abide by all such rules and regulations in this
Exhibit C stated and any additional rules and regulations which are
adopted.





25. Tenant
shall be responsible for the observance of all of the foregoing rules by
Tenant’s employees, **** agents,
clients, customers, invitees and guests.





26. Smoking
of tobacco products (including, but not limited to, cigarettes, cigars, pipes or
similar utensils) is expressly prohibited in or around the Building. Tenant
shall not permit any of its employees, agents, servants, licensees, contractors
or invitees to smoke in or around the Building. Tenant acknowledges and agrees
that (a) Landlord has the right under this paragraph to restrict and/or
prohibit smoking in the Premises, (b) smoking in the Premises is not an
absolute or inherent right of Tenant and (c) Landlord’s determination that
smoking in the Premises must be abated shall be final.




Initial:
      Landlord
    
    /s/
      GBInitial:
      Tenant
    
    /s/
      AS







-3-





EXHIBIT
E





attached
to and made a part of Lease bearing the


Lease
Reference Date of November 23, 2004 between


Roberts
Properties Residential, L.P., a Georgia limited partnership  , as
Landlord and


Roberts
Properties, Inc. as Tenant





FORM
OF TENANT ESTOPPEL CERTIFICATE





The
undersigned ("Tenant") hereby certifies that:





1. Tenant is
the lessee of certain space (the "Premises") in the office building (the
"Building") located at 450 Northridge Parkway, Suite 300, Atlanta, Georgia,
under a lease agreement dated November___, 2004 (the "Lease") entered into
between Tenant and Roberts Properties Residential, LP, a Georgia limited
partnership, as landlord ("Landlord").





2. The Lease
is presently in full force and effect and Tenant is not in default thereunder.
To the knowledge of Tenant, and except as otherwise set forth on attached Exhibit
"B" , there
exist no facts that would constitute a basis for such default upon the lapse of
time or the giving of notice or both.





3. The
Lease, in the form of Exhibit
"A" hereto,
constitutes the entire agreement between the Landlord and Tenant and there have
been no amendments, written or oral, to the lease except as included in Exhibit "A" .





4. To the
knowledge of Tenant, and except as otherwise set forth on attached Exhibit
"B" , all
improvements or repairs required under the terms of the Lease to be made by
Landlord through the date hereof have been satisfactorily
completed.





5. Tenant
has/has not (delete one) accepted the Premises and is/is not (delete one) paying
rent under the Lease.





6. If the
Term of Lease has commenced, the commencement date was June 1, 2004, and will
end on March 31, 2005. The monthly rental for Lease period June 1, 2004 to
August 31, 2004 is Three Thousand Five Hundred Dollars ($3,500), for Lease
period September 1, 2004 to December 31, 2004 is Four Thousand Three Hundred
Seventy Five Dollars ($4,375), and for Lease period January 1, 2005 to March 31,
2005 is Four Thousand Nine Hundred Fifty Eight Dollars ($4,958).





7. To the
best of Tenant's knowledge, as of the date of this certificate, there exists no
breach or default under the Lease, nor state of facts which, with notice, the
passage of time, or both, would result in a breach or default under the Lease on
the part of Landlord.





8. As of the
date of this certificate, to the knowledge of Tenant, there exist no offsets,
except as expressly described in Exhibit
"A" ,
counterclaims or defenses of Tenant under the Lease against Landlord, and there
exist no events that would constitute a basis for such offset, counterclaim or
defense against Landlord upon the lapse of time or the giving of notice or
both.





9. The
amount of security deposit paid under the terms of the Lease is
N/A.





10. There are
no concessions, bonuses, free rental periods, rebates or other matters affecting
the rental for Tenant under the Lease except as described in Exhibit
"A" hereto.





11. Tenant
hereby acknowledges and agrees that each of the conditions set forth in Sections
[insert appropriate sections with conditions precedent] of the Lease have been
either approved or waived by Tenant and that Tenant's termination right set
forth in Section [insert appropriate sections with termination rights] of the
Lease has expired and is no longer of any force or effect.





12. Attached
hereto as Exhibit
"B" is a
specific listing of any qualifications to the matters represented in paragraphs
(1) through (11) above.





13. Tenant
has no option, right or first offer or right of first refusal to lease or occupy
any other space within the property of which the Premises are a part except as
expressly set forth in the Lease or its Exhibits.




Initial:
      Landlord
    
    /s/
      GBInitial:
      Tenant
    
    /s/
      AS







14. Tenant
has no option or preferential right to purchase all or part of the Premises (or
the real property of which the Premises are a part) nor any right or interest
with respect to the Premises other than as Tenant under the Lease.





15. Tenant
has no preferential right to parking spaces or any storage area.





16. In no
event shall Tenant pay rent more than thirty (30) days in advance.





17. There has
not been filed by or against Tenant a petition in bankruptcy, voluntary or
otherwise, any assignment for benefit of creditors, any petition seeking
reorganization or arrangement under the bankruptcy laws of the United States, or
any state thereof, or any other action brought under said bankruptcy laws with
respect to Tenant.





18. This
certificate may be relied on by any party who now owns or hereafter acquires an
interest in the Building and by any person or entity which may finance or
re-finance the same.





19. All
exhibits attached hereto are by this reference incorporated fully herein. The
terms "this certificate" shall be considered to include all such
exhibits.





EXECUTED
___________________, 20___.








TENANT:
      
      Roberts
      Properties, Inc.
      
      
      By:____________________________
      Its:____________________________




Initial:
      Landlord
    
    /s/
      GBInitial:
      Tenant
    
    /s/
      AS


-2-




EXHIBIT
F





attached
to and made a part of Lease bearing the


Lease
Reference Date of November 23, 2004 between


Roberts
Properties Residential, L.P., a Georgia limited partnership  , as
Landlord and


Roberts
Properties, Inc. as Tenant





GUARANTY





N/A






Initial:
      Landlord
    
    /s/
      GBInitial:
      Tenant
    
    /s/
      AS












EXHIBIT
G





attached
to and made a part of Lease bearing the


Lease
Reference Date of November 23, 2004 between


Roberts
Properties Residential, L.P., a Georgia limited partnership  , as
Landlord and


Roberts
Properties, Inc. as Tenant








SPECIAL
STIPULATIONS








1. Rent. The
Annual Rent and Monthly Installment of Rent in effect during the Term of this
Lease, subject to adjustment as provided in this Lease, are as follows:





Period
    Rent$/RSF/Yr
    Monthly
    Annual6/01/04
      to 8/31/04
    $12.00
    $3,500.00
    $42,0009/01/04
      to 12/31/04
    $15.00
    $4,375.00
    $52,5001/01/05
      to 3/31/05
    $17.00
    $4,958.33
    $59,500








2. Additional
Office Space. Tenant has the option to lease additional office space at the then
applicable rental rate per square foot by giving Landlord at least thirty (30)
days written notice.








Initial:
      Landlord
    
    /s/
      GBInitial:
      Tenant
    
    /s/
      AS