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                                                                    EXHIBIT 10.1

                                 LEASE AGREEMENT

     THIS LEASE AGREEMENT (the "LEASE") is made as of the 3rd day of August,
2006, by and between LOUISVILLE UNITED, LLC, a Kentucky limited liability
company (the "LANDLORD"), and BRIGHTPOINT SERVICES, LLC, an Indiana limited
liability company (the "TENANT").

                                   WITNESSETH:

     1. BASIC LEASE PROVISIONS. The following Basic Lease Provisions are
summaries set forth for convenience, only, and are qualified in their entirety
by the more detailed provisions contained elsewhere in this Lease:

          (a) Leased Premises. That portion of the Building containing
     approximately 240,000 square feet of Rentable Area as shown on the floor
     plan depicted in Exhibit A attached hereto and made a part hereof, together
     with a non-exclusive right to use the Common Area of the Property as
     provided in Section 3.

          (b) Building. The one-story warehouse and light industrial building,
     containing approximately three hundred sixty thousand (360,000) square feet
     of Rentable Area, currently under construction by Landlord that is located
     at 6001 Global Distribution Way, Louisville, Kentucky, in GlobalPort
     Business Park (the "PARK"), located generally at 5700 Fegenbush Lane,
     Louisville, Kentucky.

          (c) Property. That parcel of land upon which the Building (and no
     other building) is situated, constituting part of the Project and
     containing approximately 27.242 acres, more or less, as depicted on Exhibit
     B attached hereto and made a part hereof (the "SITE PLAN").

          (d) Commencement Date. October 1, 2006, subject to the provisions of
     Sections 4 and 9 hereof.

          (e) Initial Lease Term. Five (5) years commencing upon the
     Commencement Date, as defined in Section 4 below.

          (f) Extension Option. One (1) option period of five (5) years, as
     described in Section 4 below.

          (g) Use. Logistics, light manufacturing, warehouse, distribution,
     administrative offices and such other uses that are permitted by the
     Current Zoning Classification.

          (h) Base Rent. The annual Base Rent is $4.00 per square foot of
     Rentable Area of the Leased Premises. If applicable, the annual Base Rent
     for the Extension Term shall be $4.25 per square foot of Rentable Area of
     the Leased Premises.

          (i) Common Area Expenses. Tenant's estimated initial monthly payment
     for Tenant's Percentage of estimated Common Area Expenses shall be $0.0334
     per square

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     foot of Rentable Area of the Leased Premises per month for the calendar
     year in which the Initial Lease Term commences, subject to adjustment in
     accordance with Section 6(b) below.

          (j) Addresses for Notices. The initial addresses of the parties shall
     be as follows, subject to change as provided in Section 27 hereof:

Landlord:       Louisville United, LLC
                7777 Glades Road, Suite 201
                Boca Raton, FL 33434
                Attn: Mr. Jeff Schmier
                Fax: (561) 488-2220

Tenant:         Brightpoint Services, LLC
                501 Airtech Parkway
                Plainfield, IN 46168
                Attn: VP, Logistics & Subscriber Services
                Fax: (317) 707-2727

With copies to: Steven E. Fivel, Esq.
                Executive Vice President, General Counsel
                2601 Metropolis Parkway
                Suite 210
                Plainfield, IN  46168

EXHIBITS:

A   - Floor Plan of Leased Premises
B   - Site Plan of Property
B-1 - Location of Parking Spaces and Loading Docks on Site Plan
B-2 - Location of Common Area on Site Plan
C   - Site Plan of Project
D   - Construction Addendum
E   - Commencement Date Memorandum
F   - Assumption Notice
G   - Subordination, Non-Disturbance and Attornment Agreement
H   - Permitted Encumbrances
I   - Uses Permitted Under Current Zoning Classification
J   - Memorandum of Lease Agreement
K   - Rules and Regulations
L   - Amended and Restated Declaration of Covenants, Conditions and
      Restrictions

     2. DEFINITIONS. The following terms shall be defined as follows for
purposes of this Lease:

          (a) "BASE RENT" means the Base Rent payable pursuant to Section 5(a),


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          (b) "BOMA" means the Building Owners and Managers Association

          (c) "BOMA STANDARDS" means the BOMA-SIOR Standard Methods for
     Measuring Floor Area in Industrial Buildings.

          (d) "BROKERS" means Landlord's Broker: The Schroering Company and
     Tenant's Brokers: Harry K. Moore Co. and Meridian Real Estate Services,
     LLC.

          (e) "BUILDING SYSTEMS" means the all Building systems including,
     without limitation, HVAC, lighting, mechanical, plumbing and electrical
     systems.

          (f) "CLIENT" means T-Mobile USA, Inc., a Delaware corporation,
     together with its legal successors.

          (g) "COMMON AREA" means all areas and facilities within the Building
     and the Project available for the non-exclusive use by Tenant and other
     tenants or occupants of the Building, including, but not limited to,
     parking areas, driveways and drive aisles, sidewalks, landscaped areas,
     service areas, trash disposal facilities, and similar areas or facilities,
     subject to reasonable rules and regulations and changes thereof from time
     to time made by Landlord governing the use of the Common Area. The Common
     Area is depicted on the Site Plan set forth in Exhibit B-2 attached hereto
     and made a part hereof.

          (h) "COMMON AREA EXPENSES" means all reasonable and customary
     out-of-pocket expenses, costs and disbursements that are incurred and paid
     by or on behalf of Landlord in connection with maintaining, operating,
     repairing and replacing the Building and Common Area, including, without
     limitation, the following: (i) landscaping and irrigation; (ii) sidewalks
     and parking areas; (iii) signs and site lighting; (iv) all utilities
     provided to the Common Area; (v) sweeping services, trash removal, snow
     removal and pest control; (vi) premiums for public liability insurance and
     casualty insurance; (vii) common area assessments levied against the
     Property by the GlobalPort Property Owners Association under the
     Declaration; (viii) exterior washing and repair of the exterior windows,
     and periodic painting, of the exterior of the Building; and (ix) a
     management fee of 2.5% of the gross rents from the Building.
     Notwithstanding the foregoing, Common Area Expenses shall not include (i)
     expenses included as part of Tenant's maintenance obligations under Section
     15(a) hereof or any service that Tenant furnishes for the Leased Premises;
     (ii) replacement of, or repairs (other than ordinary repairs) to, the roof,
     any footing, foundation, exterior wall, load-bearing wall or other
     structural component of the Building (collectively, the "STRUCTURAL
     COMPONENTS") or any repairs or replacements (other than ordinary repairs)
     of any HVAC, mechanical, electrical, plumbing, life-safety or other
     Building system (collectively, the "BUILDING SYSTEMS"); (iii) repairs to
     the extent covered by insurance proceeds, or paid by Tenant or other third
     parties; (iv) warranty obligations with respect to the Building; (v)
     repairs, replacement or maintenance incurred as a result of the negligence
     or willful misconduct of Landlord, Landlord's Agents, or any other tenant
     of the Project known by Landlord to have been negligent or committed
     willful misconduct; (vi) expenses incurred with respect to any service (or
     level of service) which benefits another tenant or occupant, but not
     Tenant; (vii) expenses incurred in leasing or procuring tenants; (viii)
     legal expenses or costs


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     incident to any disputes or negotiations with tenants, mortgagees or other
     third parties; (ix) any management fee in excess of 2.5% of the gross rents
     from the Building; (x) janitorial expenses (except as to Common Area) that
     Tenant furnishes for the Leased Premises; (xi) Real Property Taxes; (xii)
     capital expenditures; (xiii) costs of alterations of any tenant's premises;
     (xiv) payments on loans, mortgages or other indebtedness or encumbrances;
     (xv) depreciation charges; (xvi) payments due under any ground lease;
     (xvii) wages, salaries and other compensation of executive personnel above
     the level of "building manager;" (xviii) wages, salaries or other
     compensation of personnel performing services with respect to any property
     other than the Building to the extent that such time is not devoted to the
     Building; (xix) costs of financing or refinancing; (xx) any sums paid to a
     person, corporation, partnership or other legal entity related to Landlord
     or Landlord's Agents, which exceed normal and competitive rates for the
     services or goods in question; (xxi) costs and expenses for which Landlord
     is solely responsible as expressly set forth in this Lease; (xxii) costs of
     restoring all or any portion of the Building or other improvements that may
     be damaged or destroyed by fire or other casualty; (xxiii) costs of
     repairing or restoring all or any portion of the Building or other
     improvements that may be required as the result of a condemnation; (xxiv)
     costs of curing any breach of any of the representations, warranties or
     undertakings of Landlord that are contained in this Lease; (xxv) costs
     arising from or in connection with the release or presence of any Hazardous
     Substances at the Project that are not released by the Tenant; (xxvi) any
     general administrative or overhead charges or fees, whether charged by
     Landlord, any Landlord Agent or a party unrelated to the Landlord; (xxvii)
     costs of any damage awards payable by Landlord pursuant to an order of a
     court of competent jurisdiction (and the cost of the defense of any such
     claims) due to a violation by Landlord or any Landlord's Agent of any Law;
     (xxviii) costs to correct any defect in the construction of the Building or
     any other Improvement; or (xxix) any costs attributable to any Common Area
     or other areas outside the Property.

          (i) "CONSTRUCTION ADDENDUM" means the Construction Addendum set forth
     in Exhibit D attached hereto and made a part hereof, providing for the
     construction of the Property, the Building and the Leased Premises,
     including without limitation the Tenant Improvements as set forth therein.

          (j) "CONTROLLABLE COMMON AREA EXPENSES" means all Common Areas
     Expenses excluding (i) insurance premiums payable by Landlord for the
     Project, (ii) utility costs for the Common Area and, if applicable, the
     Building, (iii) any non-recurring items which are outside Landlord's
     reasonable control, (iv) snow removal, and (v) the amount of commercially
     reasonable insurance deductible that Landlord must pay after a casualty,
     provided Landlord restores the casualty damage and the Lease is not
     otherwise terminated.

          (k) "CURRENT ZONING CLASSIFICATION" means M2, except for the berm
     running parallel to Fegenbush Lane, which is zoned R4.

          (l) "DECLARATION" means that certain Declaration of Covenants,
     Conditions and Restrictions dated as of December 12, 2005, recorded on
     December 12, 2005 in Deed Book 8747, Page 387 in the Office of the Clerk of
     Jefferson County, Kentucky, as


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     amended by the First Amendment to Declaration of Covenants, Conditions and
     Restrictions dated as of January 11, 2006, recorded on January 13, 2006, in
     Deed Book 8765 Page 453 with the Clerk of Jefferson County, Kentucky, as
     shall be amended and restated by that certain Amended and Restated
     Declaration of Covenants, Conditions and Restrictions, substantially in the
     form set forth in Exhibit L, attached hereto and made a part hereof;
     provided, however, any changes from such form shall not impose any greater
     financial or business impact than as set forth in the attached form.

          (m) "EARLY ENTRY DATE" means August 15, 2006.

          (n) "ENVIRONMENTAL SITE ASSESSMENT" means the Phase I and Phase II
     reports, dated as of June 10, 2005 and July 7, 2005, prepared by MacTec,
     copies of which have been given to Tenant.

          (o) "GUARANTOR" means Brightpoint North America, L.P., a Delaware
     limited partnership.

          (p) "INTEREST RATE" means the lesser of ten percent (10%) per annum or
     the maximum rate of interest permitted by any applicable Kentucky or
     federal law.

          (q) "LANDLORD'S AGENTS" means the Landlord's agents, contractors (of
     any tier), partners, members, managers, affiliates, and employees.

          (r) "LANDLORD'S MORTGAGEE" means JPMorgan Chase Bank, N.A., a national
     banking association, together with any other bona fide institutional lender
     hereafter holding a first mortgage lien on the Property.

          (s) "LANDLORD DELAYS" means any delays regarding Landlord's Work
     caused by the negligent acts or omissions, breaches or willful misconduct
     of Landlord, any Landlord's Agent or any person or party acting by, through
     or under Landlord or any Landlord's Agent.

          (t) "LANDLORD'S WORK" means the design and construction of the Leased
     Premises, the Building, the Property and to the extent identified in the
     Construction Addendum, the Common Area, by Landlord in accordance with this
     Lease including, without limitation, the Construction Addendum.

          (u) "LAWS" or "LAW" means all applicable laws, ordinances, statutes,
     zoning restrictions, rules, regulations, requirements, orders, rulings or
     decisions adopted or made by any governmental body, agency, department or
     judicial authority having jurisdiction over Landlord's Work, the Property,
     the Building, the Leased Premises or Tenant's activities at the Leased
     Premises and any applicable provisions of the Declaration.

          (v) "LOADING DOCKS" means the 27 dock doors and two (2) drive in doors
     that are part of the Building, as shown on Exhibit B-1 attached hereto and
     made a part hereof.


                                       5

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          (w) "MONTHLY RENT" means, collectively, monthly installments of (i)
     Base Rent and (ii) Tenant's Percentage of Common Area Expenses and (iii)
     Tenant's Percentage of Real Property Taxes due hereunder.

          (x) "PARKING SPACES" means 150 automobile parking spaces and 20 truck
     and trailer parking spaces located on the Property, which spaces are
     depicted in the Site Plan of the Property.

          (y) "PERMITTED ASSIGNEE" means (i) a parent, subsidiary or other
     entity having 25% or more direct or indirect common ownership with Tenant;
     (ii) a successor company or other entity related to Tenant by merger,
     consolidation or joint venture; or (iii) a purchaser or other transferee of
     all or substantially all of the assets of the Tenant located in the Leased
     Premises.

          (z) "PROJECT" means the four (4) parcels of land within the Park in
     which the Building and other buildings will be constructed, which is
     depicted in the site plan of the Park attached hereto as Exhibit C; and (b)
     the related improvements to be constructed on such real property (the
     "PROJECT IMPROVEMENTS").

          (aa) "PROJECT ARCHITECT" means Kovert Hawkins Architects, Inc., 630
     Walnut Street, Jeffersonville, Indiana 47130.

          (bb) "RENT" means Base Rent, Tenant's Percentage of Common Area
     Expenses, Tenant's Percentage of Real Property Taxes and other sums that
     become due and owing by Tenant as Additional Rent under this Lease, of any
     kind or nature.

          (cc) "RENTABLE AREA" means the area in the Leased Premises or in the
     Building based on applicable BOMA Standards, consistently applied.

          (dd) "SUBSTANTIAL COMPLETION" or "SUBSTANTIALLY COMPLETED" means that
     the following have occurred (i) the Building, the Common Area and Leased
     Premises have each been completed substantially in compliance with Section
     9 hereof and the Construction Addendum and all applicable Laws subject only
     to Punch List Items and latent defects, such that the Building, the Leased
     Premises, the Common Area (including, without limitation, all driveways and
     private roadways connecting the Property to public roads and all parking
     and loading areas) may be utilized and occupied for their intended
     purposes; (ii) the Leased Premises is zoned for Tenant's use as set forth
     in Section 1(g) hereof; (iii) all HVAC, MEP, life-safety and other Building
     Systems serving the Leased Premises are in good operational condition; (iv)
     Landlord has obtained a permanent or temporary certificate of occupancy for
     the Building and the Leased Premises and any other permit, license or
     approval that may be required for the legal use and occupancy of the Leased
     Premises and the Common Area for their intended purposes; and (v) the
     Project Architect shall certify to Tenant all of the aforementioned and
     shall further certify the actual Rentable Area within the Leased Premises
     pursuant to BOMA Standards. If any temporary certificate of occupancy is
     issued relative to the Landlord's Work, Landlord shall obtain and deliver
     to Tenant a final certificate of occupancy from each applicable
     governmental authority as soon as is reasonably possible but in any event
     on


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     or before the sooner of (i) the expiration date of any temporary
     certificate of occupancy, (ii) any earlier date required under applicable
     law, or (iii) subject to Force Majeure, ninety (90) days following the
     issuance of the temporary certificate of occupancy.

          (ee) "TENANT DELAYS" means any delays in construction of Landlord's
     Work caused by the negligent acts or omissions, breaches or willful
     misconduct of Tenant-Related Parties.

          (ff) "TENANT IMPROVEMENTS" means the interior improvements to the
     Leased Premises to be designed and constructed by Landlord pursuant to the
     Construction Addendum.

          (gg) "TENANT-RELATED PARTIES" means (collectively) Tenant and Tenant's
     Client and their respective agents, contractors (of any tier), partners,
     members, managers, affiliates, and employees.

          (hh) "TENANT'S PERCENTAGE" is 66.67% (determined by dividing the
     number of Rentable Area in the Leased Premises (240,000) by the total
     number of Rentable Area in the Building (360,000)), but shall be subject to
     revision as set forth in Section 3 hereof.

          (ii) "TENANT'S PROPERTY" means all movable partitions, business and
     trade fixtures, inventory, machinery and equipment, including, without
     limitation, communications equipment and office equipment located in the
     Leased Premises and acquired by or for the account of Tenant, which can be
     removed without structural damage to the Leased Premises, and all
     furniture, furnishings and other articles of movable personal property
     owned by Tenant or any Tenant-Related Party and located in the Leased
     Premises.

          (jj) "TERMINATION DATE" means January 3, 2007.

          (kk) "UNAVOIDABLE DELAYS" means delays in construction of Landlord's
     Work caused by any events of Force Majeure (though exercising good faith
     and best efforts to obtain the same), which, in all events, are beyond
     Landlord's control; provided, however, that, in no event, shall Unavoidable
     Delays include inability to obtain financing or other monetary failures and
     provided further that Landlord must give Tenant prompt written notice of
     any such Unavoidable Delay and take any and all commercially reasonable
     efforts to mitigate any delays resulting therefrom.

          (ll) "WARRANTY ITEM" means any element of the Building Systems that
     Landlord will, at Landlord's sole cost and expense, repair or replace in
     good working order, covering both labor and parts, during the Warranty
     Period.

          (mm) "WARRANTY PERIOD" means the one (1) year period that commenced as
     of the date of Substantial Completion of the Leased Premises.

     3. LEASED PREMISES. Landlord hereby leases to Tenant, and Tenant hereby
leases from Landlord, the Leased Premises in the Building. For purposes of this
Lease, the Building shall be deemed to contain a Rentable Area of 360,000 and
the Leased Premises shall be deemed


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to contain a Rentable Area of 240,000 square feet; provided, however, upon
Substantial Completion of the Leased Premises and Building, Landlord will cause
the Project Architect to measure and certify to Tenant (in form and substance
reasonably acceptable to Tenant) the actual Rentable Area in the Leased Premises
and Building, and such measurement shall thereafter be used for all purposes of
this Lease including, without limitation, calculating monthly Base Rent and
Tenant's Percentages of Common Area Expenses and Real Property Taxes; provided,
however, that in no event shall Base Rent be calculated based on more than
240,000 square feet of Rentable Area. Such remeasured Rentable Areas shall be
set forth in the Commencement Date Memorandum to be signed by Landlord and
Tenant pursuant to Section 4(a). In the event that the size of the Leased
Premises and/or Building ever physically changes, then the parties shall cause
the Rentable Area of the same to be re-measured and the Tenant's Percentage
shall be adjusted accordingly. Tenant shall have the right, in common with
Landlord and other tenants of the Building, to the non-exclusive (except as
otherwise expressly set forth in Section 30 hereof with respect to parking) use
of (a) the Common Area, and (b) common easements and facilities in the Project,
subject to the terms and conditions of the Declaration. Tenant shall have the
right to use and occupy the Leased Premises and said Common Area and other
common areas on a twenty-four (24) hour a day, and seven (7) day a week, basis.

     4. LEASE TERM AND HOLDING OVER.

          (a) Lease Term. The initial term of this Lease (the "INITIAL LEASE
     TERM") shall be for a period commencing on the later of: (a) the
     Substantial Completion Date; or (b) October 1, 2006 (the "COMMENCEMENT
     DATE"), and expiring on the date that is five (5) years after the first day
     of the first calendar month following the Commencement Date (the
     "EXPIRATION DATE"). Once the actual Commencement Date has been determined
     pursuant to the foregoing, the parties shall execute a Commencement Date
     Memorandum in the form attached hereto as Exhibit E. So long as no Tenant
     Default has occurred and is continuing, Tenant shall have the Extension
     Option to extend the Initial Lease Term of this Lease for one (1) period of
     five (5) years (the "EXTENSION TERM"), subject to the same terms and
     conditions of this Lease applicable during the Initial Lease Term, except
     the Base Rent shall be adjusted as set forth in Section 1(h). If Tenant
     elects to exercise its Extension Option, Tenant shall provide written
     notice thereof to Landlord at least one hundred eighty (180) days prior to
     the expiration of the Initial Lease Term (the "EXTENSION DATE"). If Tenant
     fails to exercise its Extension Option to extend the Initial Lease Term on
     or before the Extension Date, then the Extension Option shall automatically
     terminate, and have no further force or effect, without further notice from
     Landlord. The Initial Lease Term and the Extension Term if the Extension
     Option is timely exercised, collectively, are the "LEASE TERM."

          (b) Holding Over. If Tenant holds over and remains in possession of
     the Leased Premises after the expiration of the Lease Term (as defined
     above), and if Rent is paid by Tenant and accepted by Landlord, then such
     holding over and continued possession shall create a tenancy from
     month-to-month upon and subject to the same terms and conditions of this
     Lease in effect when the Lease Term expires, except for the length of the
     term of this Lease. At any time, either party may terminate such tenancy
     from month to month upon 30 days written notice delivered to the other
     party in accordance with Section 27. If Tenant holds over and remains in
     possession of the


                                       8

<PAGE>

     Leased Premises after the expiration of the Lease Term without the consent
     of Landlord, then Tenant shall pay to Landlord for each day of such
     possession 150% of all the Base Rent (as defined in Section 1(h) of the
     Basic Lease Provisions) in effect when expiration or termination occurs,
     computed an a daily basis.

          (c) Early Entry. Tenant shall be provided access to the Leased
     Premises, free of Rent, on or, at Landlord's option, before the Early Entry
     Date, for the sole purpose of installing Tenant's trade fixtures, cabling,
     telecommunications facilities and other systems within the Leased Premises.
     Any such early entry shall be at Tenant's sole risk subject to all the
     terms and provisions hereof, and shall not unreasonably interfere with the
     Landlord's Work. Tenant shall provide prior to such entry evidence of
     liability insurance conforming to the requirements of this Lease.

          (d) Notice of Substantial Completion. Landlord shall give Tenant not
     less than ten (10) days' prior written notice of the Substantial Completion
     Date (the "COMPLETION NOTICE").

     5. RENT.

          (a) Base Rent. Tenant shall pay the monthly Base Rent to Landlord for
     each month during the Lease Term as specified in Section 1(h) of the Basic
     Lease Provisions. Base Rent shall be payable in advance on or before the
     first day of each full and partial calendar month during the Lease Term,
     subject to Section 5(c) below, without notice, offset or deduction, except
     as otherwise expressly set forth in this Lease.

          (b) Additional Rent. In addition to the payment of Base Rent, Tenant
     shall pay to Landlord as additional rent (the "ADDITIONAL RENT") all other
     sums of money and charges required to be paid by Tenant to Landlord under
     this Lease, including, without limitation, monthly payments of Tenant's
     Percentage of Common Area Expenses (as described in Section 6 below) and
     Tenant's Percentage of Real Property Taxes (as described in Section 6
     below), regardless of whether the same are designated as Additional Rent.
     All Additional Rent shall be payable without offset or deduction, except as
     otherwise expressly set forth in this Lease.

          (c) Proration for Partial Months. If the Lease Term commences or ends
     on a date other than on the first day or last day of a calendar month,
     respectively, then (a) the Rent payable for each such partial calendar
     month shall be an amount equal to: (i) the Rent otherwise then in effect;
     divided by (ii) the number of days in the full calendar month during which
     the Lease Term commences or expires, respectively; and multiplied by (iii)
     the number of days in the partial calendar month after and including the
     Commencement Date or before and including the Expiration Date,
     respectively; and (b) the Rent for any partial calendar month at the
     commencement of the Lease Term shall be payable on or before the first day
     of the first full calendar month during the Lease Term.


                                       9

<PAGE>

          (d) Electronic Payment. Tenant may elect to pay Rent by federal wire
     transfer, electronic funds transfer, ACH or other commercially reasonable
     electronic payment method, and Landlord shall reasonably cooperate in
     connection therewith.

     6. COMMON AREA EXPENSES AND REAL PROPERTY TAXES. During the entire Lease
Term, Tenant shall pay to Landlord, as part of the Monthly Rent, Tenant's
Percentage of the Common Area Expenses and Tenant's Percentage of the Real
Property Taxes for each calendar year or portion thereof during the Lease Term,
payable as follows:

          (a) Initial Common Area Expenses. On the Commencement Date and on the
     first day of each month during the Lease Term thereafter, Tenant shall pay
     to Landlord Tenant's Percentage of the estimated Common Area Expenses and
     Real Property Taxes on a monthly basis as specified in Sections 1(i) and 5
     herein.

          (b) Annual Adjustments. During the last month of each calendar year
     (or as soon thereafter as practicable), Landlord shall give Tenant notice
     of Landlord's reasonable estimate of Tenant's Percentage of the Common Area
     Expenses and Real Property Taxes for the following calendar year during the
     Lease Term. On or before the first day of each month during the following
     calendar year, Tenant shall pay to Landlord, as part of the Monthly Rent,
     one-twelfth (1/12) of such new estimated amount, provided, that if Landlord
     fails to give such notice in the last month of the prior year, then Tenant
     shall continue to pay on the basis of the prior year's estimate until the
     first day of the calendar month next succeeding the date such notice is
     given by Landlord, and from the first day of the calendar month following
     the date such notice is given, Tenant's payments shall be adjusted so that
     Landlord's estimated amount for that calendar year will be fully paid by
     the end of that calendar year. If Landlord reasonably determines that
     Tenant's Percentage of Common Area Expenses and Real Property Taxes for the
     current calendar year will substantially vary from its estimate given to
     Tenant, Landlord, by not less than thirty (30) days' notice to Tenant, may
     one time each calendar year revise its estimate for such calendar year, and
     subsequent payments by Tenant for such calendar year shall be based upon
     such revised estimate.

          (c) Annual Reconciliation. As soon as reasonably practicable after the
     beginning of each calendar year during and immediately following the Lease
     Term, and in no event later that May 1st of each year, Landlord shall
     deliver to Tenant a statement (the "ANNUAL EXPENSE STATEMENT") certified by
     Landlord's chief financial officer or certified public accountants
     designated by Landlord of Tenant's Percentage of the actual Common Area
     Expenses and Real Property Taxes for the preceding calendar year during the
     Lease Term, which statement shall include a detailed itemization of the
     Common Area Expenses and Real Property Taxes and calculation of Tenant's
     Percentage of the Common Area Expenses and Real Property Taxes. If the
     Expense Statement shows an amount owing by Tenant that is less than the
     payments for the preceding calendar year previously made by Tenant,
     Landlord shall credit such amount to the next payment(s) of Monthly Rent
     due under this Lease (or in the case of the end of the Lease Term, refund
     Tenant for the amount of such overpayment). If the Annual Expense Statement
     shows an amount owing by Tenant that is more than the payments for the
     preceding calendar year previously made by Tenant, Tenant shall pay the
     deficiency to Landlord within thirty (30)


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<PAGE>

     days after delivery of the Annual Expense Statement and Landlord's written
     demand therefor.

          (d) Right to Audit. If, within 120 days after Tenant's receipt of the
     Annual Expense Statement, Tenant notifies Landlord that Tenant desires to
     audit or review all materials, invoices or receipts related to the Annual
     Expense Statement, Landlord shall cooperate with Tenant to permit such
     audit or review during normal business hours, and all costs and expenses
     incurred in connection therewith shall be paid by Tenant. If Tenant
     commences an audit in accordance with this Section, then such audit and the
     Tenant's auditor's report must be completed within sixty (60) days of
     Tenant's notice to Landlord of Tenant's desire to audit. If Landlord has
     overcharged Tenant in any calendar year regarding Tenant's Percentage of
     Common Area Expenses and Real Property Taxes, then Landlord shall be
     responsible and reimburse Tenant for all costs associated with such audit
     up to (but not exceeding) the amount of the overcharge; otherwise, Tenant
     shall be responsible for such costs.

          (e) Controllable Common Area Expenses. Notwithstanding anything
     contained herein to the contrary, in no event shall Tenant be required to
     pay as Tenant's Percentage of Common Area Expenses the increase in
     Controllable Common Area Expenses for any given calendar year that exceed,
     based on a cumulative basis over the Lease Term, three percent (3%) of the
     previous calendar year's Controllable Common Area Expenses.

          (f) Partial Year Prorations. If this Lease commences on a day other
     than the first day of the calendar year or ends on a day other than the
     last day of a calendar year, the amount of the payments pursuant to this
     Section 6 payable by Tenant with respect to the year in which such
     commencement or end occurs will be prorated on the basis that the number of
     days of the Lease Term included in the year bears to 365. The end of this
     Lease will not affect the obligations of Landlord and Tenant pursuant to
     Sections 6(c) and 6(d) to be performed after that end.

          (g) Real Property Taxes. Landlord shall pay and discharge when due and
     without penalty all Real Property Taxes (defined below) levied on, against,
     or with respect to the Property, including, without limitation, the
     Building and the Common Area.

          (h) Payment by Tenant. Tenant's Percentage of the amount of Real
     Property Taxes shall be based on those amounts levied against the Property
     and the Building that are due and payable during each calendar year during
     the Lease Term, except as otherwise expressly provided below with respect
     to back-taxes.

          (i) Real Property Taxes Defined. The term "REAL PROPERTY TAXES" means
     any form of real property taxes, assessments, special assessments, fees,
     charges, levies, penalties, service payments in lieu of taxes, excises,
     assessments and charges for transit, housing or any other purposes,
     impositions or taxes of every kind and nature whatsoever, assessed or
     levied or imposed by any authority having the direct or indirect power to
     tax, including, without limitation, any city, county, state, or federal
     government, or any


                                       11

<PAGE>

     improvement or assessment district of any kind, whether or not consented to
     or joined in by Tenant, against the Property and Building or any legal or
     equitable interest of Landlord in the Property and Building, whether now
     imposed or imposed in the future. Real Property Taxes shall not include:
     (i) general gross receipts taxes; (ii); income taxes; (iii) capital, stock
     or franchise taxes; (iv) transfer taxes; (v) mortgage or other debt-related
     taxes; (vi) gift, estate or inheritance taxes; (vii) any other taxes not
     customarily passed-through to tenants; or (viii) penalties, interest or
     other charges resulting from the late payment of taxes. In no event shall
     any back-taxes attributable to periods prior to the Commencement Date be
     included in Real Property Taxes payable by Tenant. Any assessments shall
     not be included in Real Property Taxes for any year if and to the extent
     that the same are not required to be paid in that year.

          (j) Contesting Real Property Taxes. Tenant shall have the right to
     contest in the manner prescribed by law and otherwise in a reasonable and
     diligent manner, the calculation of Real Property Taxes levied on, against
     or with respect to the Property or the valuation of the Leased Premises for
     purposes of calculating such Real Property Taxes, subject if (i) Tenant
     determines in good faith that such Real Property Taxes have been
     incorrectly calculated or the Leased Premises has been overvalued for
     purposes of calculating such Real Property Taxes (the "TAX DISPUTE"); (ii)
     Tenant delivers to Landlord a written notice describing the Tax Dispute and
     the proposed contest with particularity; and (iii) if such contest is to be
     made during the last two years of the Initial Lease Term or an Extension
     Term, as the case may be, Landlord does not object to the proposed contest
     within ten days after receipt of such notice, which objection shall be made
     only on a reasonable basis. Pending resolution of the Tax Dispute, Tenant
     shall pay the amount of the Real Property Taxes levied on, against or with
     respect to the Leased Premises as may be required by the Applicable Laws;
     provided that, if the Applicable Laws do not require Tenant to pay the full
     amount of such Real Property Taxes pending resolution of the Tax Dispute,
     then, after resolution of the Tax Dispute, Tenant shall pay any unpaid
     amount of such Real Property Taxes. Tenant shall pursue its Tax Dispute at
     Tenant's cost and expense, and if and to the extent Tenant is successful in
     such challenge, Landlord shall cause to be paid (or to reimburse Tenant, as
     the case may be) all of Tenant's reasonable out-of-pocket attorneys' and
     consultants' fees and other costs of pursuing such contest up to (but not
     exceeding) the savings resulting from such challenge.

     7. LATE CHARGES. If Tenant fails to pay the applicable Monthly Rent
installment within five (5) days after the date such payment was due, Tenant
shall pay to Landlord an additional sum equal to the lesser of (i) five percent
(5%) of the amount overdue or (ii) $3,500 (the "LATE CHARGE"), provided that no
such Late Charge shall be due or owing with respect to the first delinquency
within each calendar year during the Lease Term if the same is paid within ten
(10) days after the applicable due date.

     8. PLACE OF PAYMENTS. All payments of Rent required to be made, and all
statements required to be rendered, by Tenant to Landlord shall be delivered to
Landlord at its address set forth in the Basic Lease Provisions, or to such
other address as Landlord specifies to Tenant in accordance with Section 27,
subject to the rights of Tenant under Section 5(d) above.


                                       12

<PAGE>

     9. CONSTRUCTION OF LEASED PREMISES, BUILDING AND PROPERTY.

          (a) Landlord's Work. Landlord at its sole expense shall construct on
     or before October 1, 2006 (the "TARGET COMPLETION DATE") the Leased
     Premises, the Building and the Common Area in compliance in all material
     respects with (i) Specifications as set forth in the Construction Addendum
     (the "FINAL PLANS AND SPECIFICATIONS"); (ii) all Laws, including, but not
     limited to, those pertaining to seismic safety, handicapped access,
     Environmental Laws (as defined below) and building codes applicable to the
     Property and Building; and (iii) the terms, conditions and provisions of
     the Construction Addendum.

          (b) Construction Deadlines.

          (i)  If the Substantial Completion Date does not occur on or before
               the Target Completion Date, and if said delay is due to a Tenant
               Delay or an Unavoidable Delay, the Target Completion Date shall
               be extended by one (1) day for each day that the Tenant Delay or
               the Unavoidable Delay continues and delays the Substantial
               Completion of the Landlord's Work.

          (ii) If the Substantial Completion Date does not occur by the Target
               Completion Date due to Landlord Delay, then for the first ten
               (10) business days of delay, Tenant shall be entitled to abate
               one (1) day of Base Rent and one (1) day of Additional Rent for
               each one (1) day that Substantial Completion is delayed, which
               abatement shall be applied to and credited against the first
               rental payment(s) due and owing from Tenant until said abatement
               is fully utilized.

          (iii) If Substantial Completion is delayed past the Target Completion
               Date by more than ten (10) business days, then for each day after
               said tenth (10th) business day, Tenant shall be entitled to abate
               two (2) days of Base Rent and two (2) days of Additional Rent for
               each one (1) day that Substantial Completion is delayed beyond
               said tenth (10th) business day, which abatement shall be applied
               to and credited against the next rental payment(s) due and owing
               from Tenant until said abatement is fully utilized.

          (iv) Notwithstanding anything contained to the contrary in this Lease,
               in the event that the Substantial Completion Date, has not
               occurred on or before January 3, 2007 (the "TERMINATION DATE")
               due to any reason other than Tenant Delays, Tenant shall have the
               right to terminate this Lease by notifying Landlord in writing
               within seven (7) days after the Termination Date, provided,
               however, that Landlord shall have the right to vitiate such
               termination by Tenant by causing Substantial Completion to occur
               no later than ten (10) business days after receipt of Tenant's
               notice of termination. Landlord shall continue to diligently
               prosecute the Work to Substantial Completion unless and until
               Tenant shall have exercised its right to terminate this Lease.


                                       13

<PAGE>

          (v)  Any and all rental abatements and other credits to which Tenant
               is entitled pursuant to this Section shall be in addition to any
               other credit or other abatement owing to Tenant under this Lease.

          (c) Acceptance of Leased Premises. Provided that Landlord's Work is
     Substantially Completed prior to the Termination Date, Tenant shall accept
     the Leased Premises on the date of Substantial Completion, subject to the
     Punch List (as hereinafter defined), subject to latent defects, and subject
     to any Warranty Item.

          (d) Correction Obligations. Within fifteen (15) days after Tenant's
     receipt of the Completion Notice, Landlord and Tenant shall use their
     commercially reasonable efforts to inspect the Leased Premises to compile a
     written list of punch list items (the "PUNCH LIST"). The compilation of,
     and agreement to, a Punch List (or the failure to compile or agree to a
     Punch List) shall not constitute a waiver by Tenant of any of Landlord's
     obligations with respect to the Warranty Items or any other obligation of
     Landlord under this Lease. All Punch List items must be completed as soon
     as reasonably possible and in any event within sixty (60) days after the
     Commencement Date, except for any emergency Punch List items, which
     emergency Punch List items shall be corrected immediately after their
     discovery. Landlord promptly shall correct any latent defects and Warranty
     Items within 120 days after receipt of the written notice thereof, except
     for any emergency latent defects or Warranty Items, which emergency latent
     defects and Warranty Items shall be corrected immediately after their
     discovery. If Landlord fails to correct a Punch List item, latent defect or
     Warranty Item within the period specified under this Section, then Tenant
     shall have the right to correct such Punch List item, latent defect or
     Warranty Item, and Landlord shall reimburse Tenant on demand for the
     reasonable costs and expenses of such correction, provided that, if
     Landlord fails to reimburse Tenant on demand for the reasonable costs and
     expenses of such correction, then the terms and conditions of Section 22
     shall apply. On or before the Commencement Date, Landlord shall deliver to
     Tenant a list of all warranties that: (i) are extended to Landlord by
     manufacturers, suppliers or subcontractors in connection with the
     completion of Landlord's Work; and (ii) cover those parts of the Leased
     Premises, if any, that Tenant is obligated to maintain under Section 15
     (the "CONTRACTOR WARRANTIES"); and, upon the expiration of the Warranty
     Period, Landlord shall assign to Tenant all of the Contractor Warranties.
     Landlord shall enforce, at Landlord's sole cost and expense, on behalf of
     Landlord and Tenant, all of: (i) the Contractor Warranties; (ii) the
     obligations of the warrantors under all of the Contractor Warranties; and
     (iii) any obligations of subcontractors to correct defects in Landlord's
     Work or deviations from the Final Plans and Specifications. If, for any
     reason other than: (i) an action or omission of a Tenant-Related Party; or
     (ii) the bankruptcy, insolvency, or dissolution of the warrantor, any of
     the Contractor Warranties become void or unenforceable, then, during the
     Warranty Period, Landlord shall honor any such Contractor Warranties as
     though the Contractor Warranties originally had been made by Landlord. If,
     as a result of an action or omission of Landlord or its employees, agents,
     contractors, invitees, or licensees, any Contractor Warranty becomes void
     or unenforceable, then, during the period of such Contractor Warranty,
     Landlord shall honor the Contractor Warranty as though the Contractor
     Warranty originally had been made by Landlord. Nothing contained herein


                                       14

<PAGE>

     shall be deemed or construed so as to waive or modify any of Landlord's
     obligations under Section 15 below.

          (e) Construction Guaranty. Landlord guarantees Landlord's Work against
     defective workmanship and/or materials, and against a failure to comply
     with Landlord's Compliance Obligations in accordance with this Lease, for a
     period of one (1) year from the date of the Substantial Completion of
     Landlord's Work. Landlord, at its sole cost and expense, will repair or
     replace any defective item occasioned by poor workmanship and/or materials,
     or occasioned by a failure to comply with Landlord's Compliance Obligations
     in accordance with this Lease, of which Tenant gives Landlord written
     notice within such one (1)-year period. Performance of such one (1)-year
     guaranty will be Landlord's sole and exclusive obligation with respect to
     defective workmanship and/or materials or a failure to comply with
     Landlord's Compliance Obligations in accordance with this Lease.

     10. INTENTIONALLY OMITTED.

     11. USE OF LEASED PREMISES. The Leased Premises may be occupied and used as
a facility for uses set forth in Section 1(g) above, and for any other purpose
permitted under Current Zoning Classification, and for no other uses. Tenant
shall have no right to change the Current Zoning Classification applicable to
the Leased Premises or to obtain variances from such classification or the
requirements thereof, provided that Tenant may obtain variances from such
classification or the requirements thereof (a) with respect to use of the Leased
Premises, if such variances are necessary to permit the use of the Leased
Premises for Tenant's use; and/or (b) with respect to development standards for
the Leased Premises, if such variances are necessary to make alterations or
additions permitted to be made hereunder. Tenant covenants and agrees that:

          (a) Tenant shall not permit any waste, damage or nuisance in, on or
     about the Leased Premises, or use or permit the use of the Leased Premises
     for any unlawful purpose or in any manner that materially violates the
     terms and conditions of the Declaration;

          (b) Tenant shall conduct its business and keep the Leased Premises in
     a safe, clean and sightly condition that complies with all applicable Laws
     having jurisdiction over Tenant's business operations;

          (c) Tenant shall not dump, or otherwise dispose of, any chemicals,
     metals, garbage, trash or other industrial by-products or incidentals to
     Tenant's business in, on or about the Leased Premises, and Tenant shall use
     only waste removal facilities on the Leased Premises that are appropriate,
     leakproof and fireproof;

          (d) Tenant shall not: (i) use the Leased Premises for the treatment or
     disposal of any wastes, materials or substances that are hazardous, toxic
     or radioactive and are, or become, regulated by any of the applicable Laws
     (including, without limitation, asbestos-containing materials and
     electrical transformers or ballasts that contain PCBs) (the "HAZARDOUS
     SUBSTANCES"); or (ii) store or use any Hazardous Substance on the Leased
     Premises, except for such storage and usage of those types and amounts of


                                       15

<PAGE>

     Hazardous Substances as may be necessary for the operations permitted under
     this Lease. All storage, usage and transportation of Hazardous Substances
     shall be conducted in compliance with all applicable Laws, and Tenant shall
     take all necessary and appropriate safety precautions in connection with
     such storage, usage and transportation.

          (e) Tenant shall not install or locate on the Leased Premises any
     underground storage tanks (the "USTS").

Tenant agrees to indemnify, defend (by counsel reasonably acceptable to
Landlord), protect and hold harmless Landlord and Landlord's Agents from and
against any and all claims, judgments, liabilities, losses, costs and expenses
(including, without limitation, reasonable attorneys' fees and court costs)
arising from, or in connection with: (i) any storage or usage of any Hazardous
Substances by Tenant (or its employees, agents, contractors, invitees or
licensees) in, on or about the Leased Premises; or (ii) any transportation of
any Hazardous Substances to or from the Leased Premises by Tenant (or its
employees, agents, contractors, invitees or licensees), whether or not such
storage, usage or transportation constitutes a failure of Tenant to observe or
perform fully its obligations under this subsection or to comply with or observe
fully the limitations and restrictions under this subsection.

     12. EXTERIOR INSTALLATIONS. Subject to the provisions of this Section 12,
Tenant shall have the right to install, operate, and maintain a standby
emergency power generator, satellite dishes, antennae and other communications
equipment, supplemental air conditioning equipment, together with associated
cabling, bollards, hoses, systems and equipment, in locations on the roof of the
Building and other exterior areas on the Property subject, in each case, to
approval by Landlord in its reasonable discretion, and subject to the following
conditions:

          (a) No such installation pursuant to this Section 12 shall made by
     Tenant without the prior written consent of Landlord, which shall not be
     unreasonably withheld, conditioned or delayed so long as it complies with
     Landlord's reasonable requirements concerning architectural design, roof
     integrity, and the requirement that the installation or removal of
     installations pursuant to this Section 12 will not adversely affect the
     weather tightness or the structure of the Building. Tenant shall obtain all
     necessary governmental permits required for any installation, approved by
     Landlord and shall comply with all applicable governmental law,
     regulations, ordinances, and codes.

          (b) Tenant shall, at its sole cost, immediately repair and restore to
     its prior condition any damage to the roof or other portions of the Leased
     Premises, the Building or the Property caused by any such installation
     pursuant to this Section. If Tenant fails to repair and restore such damage
     within a reasonable time, after written notice from Landlord to Tenant,
     Landlord shall, in addition to its other remedies, have the right to repair
     and restore such damage and receive reimbursement from Tenant of all costs
     incurred by Landlord together with interest at the Interest Rate.

          (c) Any equipment or fixtures installed pursuant to this Section 12,
     shall at times remain the property of Tenant. Tenant shall, unless
     otherwise agreed by Landlord, remove such equipment or fixtures upon
     expiration or termination of this Lease and


                                       16

<PAGE>

     Tenant shall repair and restore any damages to the roof or other portions
     of the Building or the Property caused by such removal.

     13. TENANT ALTERATIONS. Tenant at its cost and expense, may install in the
Leased Premises any of Tenant's Property as Tenant determines to be necessary or
appropriate to conduct its business. Tenant, at its cost and expense, also may
make non-structural alterations or additions to the interior of the Leased
Premises if (a) Tenant delivers to Landlord written notice describing the
proposed alteration or addition with particularity, and provides to Landlord
copies of any plans and specifications for the alteration, and (b) upon the
expiration of the Lease Term or earlier termination of this Lease, Tenant
surrenders the portion of the Leased Premises altered or improved in as good a
condition as on the date that Tenant accepts the Leased Premises, except for
ordinary wear and tear. Tenant shall make no structural alterations,
improvements or additions of or to any part of the Leased Premises, or any
alterations, improvements or additions to the exterior of the Building, without
the prior written consent of Landlord. All alterations and additions to the
Leased Premises, except only Tenant's Property, shall become the sole property
of Landlord upon the expiration of the Lease Term or earlier termination of this
Lease. All exterior signs shall be subject to: (a) satisfaction of the
requirements of all applicable governmental authorities; and (b) compliance with
signage standards established under the Declaration; and installation and
removal thereof shall be the sole responsibility of Tenant.

     14. UTILITIES. As part of Landlord's Work, Landlord shall install (or cause
installation of) facilities to furnish electricity, water, sewer and other
services to the Building, so that such utility services are not shared or
metered commonly with any other building or any other tenant or occupant in the
Building or Landlord, except that water and sewer services will not be
separately metered, but paid by Tenant as part of Tenant's Percentage of the
Common Area Expenses. Landlord represents and warrants that the voltages,
amperages, volumes, capacities and amounts of electricity, water, sanitary
sewer, storm sewer, and other services are adequate for use of the Leased
Premises for Tenant's normal business operations. During the Lease Term, Tenant
shall pay all usage and other charges for all utility services furnished to the
Leased Premises (including, without limitation, electricity, water, sewer and
telephone). If any equipment installed by Tenant requires additional utility
facilities, then the costs of installing such additional facilities shall be
paid by Tenant.

     15. REPAIRS AND REPLACEMENTS.

          (a) General Repairs. Subject to (i) Landlord's obligations in Section
     15(b), (ii) Landlord's repair and restoration obligations under Section 19
     and Section 20, (iii) Landlord's obligations to complete or correct Punch
     List items, latent defects and Warranty Items, and (iv) Landlord's other
     obligations under this Lease, Tenant shall, at its cost and expense, keep
     and maintain (and provide all repairs necessary to keep and maintain) the
     Leased Premises at all times during the Lease Term in good order, condition
     and repair, subject to reasonable wear and tear. In furtherance of the
     foregoing, Tenant shall implement: (a) a janitorial program of cleaning
     sufficient to keep the Leased Premises in a safe, clean and sightly
     condition at all times; and (b) a regularly scheduled program of preventive
     maintenance and repair of the HVAC within the Leased Premises (the
     "PREVENTATIVE MAINTENANCE"). Notwithstanding anything contained herein to
     the contrary, in no event shall Tenant be responsible for making any
     repairs occasioned by


                                       17

<PAGE>

     any negligence, intentional act or willful misconduct of Landlord or
     Landlord's Agents or by any defects in the Landlord's Work or other defects
     on the Leased Premises not caused by Tenant, all of which repairs shall be
     made promptly by Landlord at its sole cost and expense. Nothing contained
     in this Lease shall be deemed or construed to require that Tenant make any
     repair or replacement to the Leased Premises or any other portion of the
     Property that is in the nature of a capital repair or replacement, unless
     and except to the extent that any such repair or replacement is
     necessitated by the breach, negligence or willful misconduct of Tenant.

          (b) Landlord's Repairs and Common Area. At all times during the Lease
     Term, Landlord shall, at its sole cost and expense, keep and maintain in
     good order, condition and repair: (a) all Structural Components (including,
     without limitation, the roof structure and membrane; (b) all Building
     Systems; and (c) the Common Area. Subject to Tenant's rights under this
     Lease, Landlord shall at all times have exclusive control of the Common
     Area and may at any reasonable time temporarily close any part thereof,
     exclude and restrain anyone from any part thereof, except the bona fide
     customers, employees and invitees of Tenant who use such areas in
     accordance with the reasonable rules and regulations as Landlord may from
     time to time promulgate, and may reasonably change the configuration or
     location of the Common Area provided Tenant shall always have access to the
     Leased Premises and parking spaces adjacent thereto. In exercising any such
     rights, Landlord shall not materially or unreasonably disrupt Tenant's
     business or interfere with Tenant's use of the Leased Premises or Common
     Area. Washing and repairs of exterior windows and painting of the
     Building's exterior walls shall be performed by Landlord and included in
     Common Area Expenses.

     16. ASSIGNMENT AND SUBLETTING.

          (a) Requirements of Landlord's Consent. Tenant shall not assign this
     Lease or any interest herein, sublet the whole or any part of the Leased
     Premises, or permit any other party, (including, without limitation,
     concessionaires or licensees) to operate in, on or from, or occupy the
     whole or any part of, the Leased Premises, without the prior written
     consent of Landlord. The foregoing prohibitions shall not apply with
     respect to any merger or consolidation of Tenant, any stock or other equity
     offering or any transfer of ownership or control of Tenant (including,
     without limitation, any transfer in the membership or manager interests in
     Tenant if Tenant is a limited liability company, any transfer of stock of
     Tenant if Tenant is a corporation, any transfer of partnership interests in
     Tenant if Tenant is a partnership) or any other direct or indirect transfer
     of ownership or control of Tenant. Without limiting the generality of the
     foregoing, any such transaction shall not require any consent or approval
     of, or notice to, Landlord. Except as expressly provided in Section 16(c):
     (i) Tenant shall remain fully liable to perform all of its obligations
     under is Lease, notwithstanding any assignment of this Lease; and (ii) no
     consent by Landlord to any Tenant assignment shall release Tenant from such
     liability. The consent of Landlord to any assignment or subletting shall
     not constitute a waiver of the requirement for such consent to any
     subsequent assignment or subletting.

          (b) Permitted Transfers. Notwithstanding anything in this Section 16
     to the contrary, Landlord's consent shall not be required with respect to
     any subletting or any


                                       18

<PAGE>

     assignment of this Lease or any interest herein to any entity that is the
     Permitted Assignee. Upon the assignment of this Lease to a Permitted
     Assignee and the assumption of Tenant's obligations under this Lease by a
     Permitted Assignee, Tenant shall not be released from its liability to
     perform or observe any obligations of the tenant under this Lease, except
     as otherwise expressly set forth herein.

          (c) Rights of Tenant's Client.

          (i)  Assignment and Assumption of Lease. If at any time during the
               Lease Term, Client delivers to Tenant and Landlord, or Tenant
               delivers to Client and Landlord, a duly executed notice in the
               form attached hereto as Exhibit F (the "ASSUMPTION NOTICE"), then
               effective upon said delivery (the "ASSUMPTION EFFECTIVE DATE"),
               and without any further action by the parties, Tenant shall have
               assigned to Client, and Client shall have assumed from Tenant,
               all of Tenant's rights, duties and obligations in, to and under
               this Lease accruing from and after the Assumption Effective Date.
               Said assignment and assumption shall release the original Tenant
               named in this Lease from any liability accruing under this Lease
               after (but not before) the Assumption Effective Date. From and
               after any Assumption Effective Date, (aa) Client shall be
               entitled to immediate occupancy of the Leased Premises and the
               Common Area, (bb) Landlord shall recognize Client as the new
               Tenant under this Lease, (cc) Landlord and Tenant shall
               reasonably cooperate in connection with the transition of the
               tenancy to Client, and (dd) Client shall be responsible for all
               payment of Rent and all other obligations of the tenant under
               this Lease accruing from and after said date. In no event shall
               Client be responsible for any obligations of the tenant under
               this Lease accruing prior to the Assumption Effective Date;
               provided, however, if prior to the Assumption Date, Landlord
               shall have delivered to Client notice pursuant to Section
               16(c)(ii) below of any monthly installments of Rent that were not
               timely or fully paid under this Lease by Tenant prior to the
               Assumption Effective Date (collectively, "PRE-ASSUMPTION
               DELINQUENT RENT") and said Pre-Assumption Delinquent Rent remains
               outstanding following the Assumption Effective Date, then as a
               condition to Client's continued occupancy of the Leased Premises
               following the Assumption Effective Date, Landlord may require
               that Client pay to Landlord all Pre-Assumption Delinquent Rent
               within thirty (30) days after Landlord's written demand therefor
               delivered to Client within ten (10) business days following the
               Assumption Effective Date. Nothing contained in this Lease or in
               any course of dealings shall be deemed to create any obligation
               on the part of Client or Tenant to deliver an Assumption Notice
               or otherwise exercise any right (or to assume any duty,
               obligation or liability) under this Section 16(c).

          (ii) Obligations Relative to Lease. Landlord hereby agrees (aa) not to
               modify, supplement, amend or (except for material Tenant Defaults
               not cured prior to the end of the hereinafter defined Extended
               Cure Period) terminate this


                                       19

<PAGE>

               Lease or terminate Tenant's rights of possession, without in each
               case the express prior written consent of Client, and (bb) to
               give Client, contemporaneously with any notice delivered to
               Tenant under Section 21 hereof, written notice of any breach by
               Tenant of its obligations under this Lease (each, a "CLIENT CURE
               NOTICE"), and a copy of any notice given by Landlord under
               Section 21 hereof with respect to the exercise of remedies under
               this Lease. Under each Client Cure Notice, Landlord shall afford
               Client as much time to cure a Tenant breach as Tenant is afforded
               under Section 21 hereof, plus ten (10) additional business days
               (each, an "EXTENDED CURE PERIOD"). For any default for which
               there is no express grace, cure or notice period, then for
               purposes of this Section 16(c)(ii), that period described in
               Section 21(a)(ii) below shall apply. Landlord shall notify Client
               in writing if Tenant fails to cure any breach under this Lease
               within the cure period set forth in Section 21 hereof, but said
               notice shall not lengthen or otherwise modify an Extended Cure
               Period. If both Tenant and Client have cured the same default in
               the payment of Rent, then Landlord shall promptly refund to
               Client any such duplicate payment. Landlord shall not terminate
               this Lease, terminate Tenant's right of occupancy or evict or
               otherwise interfere with Tenant's use and occupancy of the Leased
               Premises and the Common Area unless Landlord is otherwise
               authorized to do so under this Lease on account of a material
               Tenant Default and the Extended Cure Period has expired prior to
               the cure of said corresponding Tenant Default. Nothing contained
               in this Lease shall be construed or deemed to create any
               obligation on the part of Client to cure any Tenant breach under
               this Lease. At any time after the Assumption Effective Date,
               Client or its successor or assign, may require Landlord to enter
               into a replacement lease for the Leased Premises for the
               remainder of the Lease Term and on the other terms and conditions
               of this Lease, except that Client (or such successor or assign)
               shall constitute the tenant thereunder and except for terms and
               conditions that no longer are applicable or that previously have
               been performed (the "REPLACEMENT LEASE"). Upon execution and
               delivery of the Replacement Lease, and the cure of all of all
               Pre-Assumption Delinquent Rent, this Lease shall terminate, but
               the original Tenant shall remain responsible to Landlord for any
               and all outstanding Rent and other uncured defaults existing as
               of the Assumption Effective Date.

          (iii) Assignment by Client. At any time upon or after the Assumption
               Effective Date, Client shall have the right to assign all of its
               rights, duties and obligations as the Tenant in, to and under
               this Lease to a successor Tenant that is (aa) a legal successor
               to Client, (bb) a Permitted Assignee, (cc) otherwise directly or
               indirectly controlled by, or under common control with, Client or
               any direct or indirect parent, subsidiary or other affiliate of
               Client, or (dd) any unrelated entity that performs outsourcing
               services for Client or any of the foregoing entities. Upon any
               such assignment, Client shall be released from its liability to
               perform or observe any obligations of the tenant under this Lease
               that first arise after the date


                                       20

<PAGE>

               of such assignment and notice thereof is delivered to Landlord,
               provided that at the time of any such assignment and assumption,
               the assignee has a positive net worth of not less than Fifty
               Million Dollars ($50,000,000) as demonstrated by financial
               statements in form and substance reasonably acceptable to
               Landlord.

          (iv) Removal of Client's Property. Upon any termination of this Lease
               or of Tenant's rights of possession other than on account of
               either expiration or the making of a Replacement Lease, Landlord
               shall notify Client thereof and Landlord shall give Client not
               less than fifteen (15) days (such period to be specified in the
               foregoing notice), within which to remove all of its personal
               property and (if applicable) trade fixtures from the Leased
               Premises.

          (v)  Notices. Any notice, statement, invoice, demand, request, or
               consent required or permitted to be given or delivered by any
               party under this Section 16(c) shall be in writing and shall be
               deemed to have been duly given or delivered: (aa) on the date of
               delivery, if delivery is made by messenger or otherwise in
               person; or (bb) on the date of deposit, if delivery is made by a
               national overnight courier service; in any case if addressed to
               Tenant or Landlord as set forth in Section 1(j) hereof, and if to
               Client as follows:

                    T-Mobile USA, Inc.
                    12920 SE 38th Street
                    Bellevue, Washington 98006
                    Attn: VP, Business Operations

               With a mandatory copy to:

                    T-Mobile USA, Inc.
                    12920 SE 38th Street
                    Bellevue, Washington 98006
                    Attn: General Counsel - Business Operations

               Any party may change its address for notice under this Section
               from time to time by delivering notice to the other parties as
               provided above.

          (vi) Third Party Beneficiary. Landlord and Tenant acknowledge that
               (aa) Client would not enter into one or more service contracts
               with Tenant and (bb) Tenant would not enter into this Lease,
               unless Client was granted its option and other rights set forth
               in this Section 16(c). Accordingly, although this Section 16(c)
               creates no duties, obligations or liabilities on the part of
               Client, Client is an express, irrevocable third party beneficiary
               for purposes of this Section 16(c) and any other provisions of
               this Lease whereby Client is named or otherwise referenced.


                                       21
<PAGE>

          (d) Recapture and Sublease Rentals. Landlord shall have no recapture
     rights and Landlord shall have no rights to any sublease rentals.

     17. ACCESS TO LEASED PREMISES. Tenant shall permit Landlord and its agents
to enter upon the Leased Premises at all reasonable times and upon reasonable
notice (except in the event of an emergency, with respect to which such time and
notice requirements shall not apply) to: (a) inspect and, examine the Leased
Premises; (b) show the Leased Premises to prospective purchasers and mortgagees,
and, during the last six (6) months of the Lease Term or during the continuation
of a Tenant Default hereunder, to prospective tenants; (c) make such repairs and
replacements as Landlord may deem necessary; or (d) exercise its rights
hereunder in connection with performing a covenant of Tenant that is a Tenant
Default, and so long as any such entry does not materially or unreasonably
interfere with Tenant's use or enjoyment of the Leased Premises, the Common Area
or any portion thereof, then no such entry shall: (i) constitute any eviction of
Tenant in whole or in part; (ii) cause Rent to abate in any manner; or (iii)
give rise to responsibility for any loss or damage to Tenant's business or
property, other than loss or damage resulting from any act or omission of
Landlord or any Landlord's Agents. Landlord shall use reasonable care, and shall
cause Landlord's Agents to use reasonable care, not to cause any interruption or
interference with the conduct of Tenant's business as a result of the exercise
of the Landlord's right of entry. If Landlord and/or Landlord's Agents enter
upon a portion of the Leased Premises designated by Tenant as a "secure area"
for the purpose of inspecting and/or examining such portion of the Leased
Premises, then, upon request by Tenant, Landlord shall enter into, and/or cause
Landlord's Agents to enter into, a confidentiality agreement with respect to
confidential or proprietary matters that may be observed by Landlord and/or
Landlord's Agents in connection with such inspection. Landlord's right of entry
shall not be deemed or construed to impose upon Landlord any obligation or
liability whatsoever for the maintenance or repair of the Leased Premises,
except as expressly provided in this Lease.

     18. INSURANCE AND INDEMNIFICATION.

          (a) Real Property Insurance. Landlord, shall maintain in full force
     and effect throughout the Lease Term fire and extended coverage insurance,
     which insurance shall name Landlord, Tenant, Landlord's mortgage lender,
     and any Leasehold Lender of Tenant as insureds, as their respective
     interests may appear, on the Building and Improvements; and (ii) and any
     alterations or additions of or to the Leased Premises that constitutes
     Landlord's Work; in either case for 100% of its insurable value on a
     replacement cost basis.

          (b) Landlord's Public Liability Insurance. Landlord shall maintain in
     full force and effect throughout the Lease Term a policy of general public
     liability insurance naming each of Tenant and Tenant's Client as an
     additional insured and covering any and all claims for injuries to, or
     death of, persons and damage to, or loss of, property occurring in, on or
     about the Common Area, in an amount not less than coverages Tenant is
     required to maintain pursuant to Section 18 (c) below. If Tenant is
     required to carry higher limits of liability coverage under Section 18 (c),
     then Landlord shall increase the foregoing coverage to match the liability
     coverages that Tenant is required to maintain under this Lease.


                                       22

<PAGE>

          (c) Tenant's Public Liability Insurance. Tenant at its cost and
     expense, shall maintain in full force and effect throughout the Lease Term
     a policy of commercial general public liability insurance naming Landlord
     and Landlord's Mortgagee as an additional insured and covering any and all
     claims for injuries to, or death of, persons and damage to, or loss of,
     property occurring in, on or about the Leased Premises, in an amount not
     less than $1,000,000.00 per occurrence, and a minimum umbrella limits of
     $1,000,000.00, for a total minimum combined general liability and umbrella
     limits of $2,000,000.00 for property damage, personal injuries, or deaths
     of persons occurring in or about the Leased Premises. If it becomes
     customary for other similar businesses in the Louisville metropolitan area
     to carry higher limits of liability coverage under leases of similar
     facilities, then Tenant upon request by Landlord, shall increase the
     foregoing coverage to such customary limits; provided, however, that
     Landlord shall not require Tenant to increase the foregoing coverage more
     than once in any five year period.

          (d) Personal Property Insurance. All of Tenant's Property (including,
     without limitation, property that Tenant stores for third parties), shall
     be kept in or upon the Leased Premises at Tenant's sole risk and expense,
     and Tenant, at its cost and expense, shall maintain in full force and
     effect throughout the Lease Term fire and extended coverage insurance on
     such trade fixtures, equipment, inventory and other personal property for
     their full insurable value on a replacement cost basis, provided that, so
     long as Tenant maintains a net worth adequate to satisfy and discharge
     fully all of its financial obligations, including, without limitation, its
     financial obligations under this Lease, and to replace all of its trade
     fixtures, equipment, inventory, and other personal property, Tenant may
     "self insure" its trade fixtures, equipment, inventory, and other personal
     property. Tenant shall indemnify and hold harmless Landlord from any and
     all claims, judgments, liabilities, losses, costs and expenses (including,
     without limitation, reasonable attorneys' fees and court costs) arising
     from, or in connection with, damage to, or loss of, Tenant's Property,
     unless such damage is caused by: (i) the act or omission of Landlord or
     Landlord's Agents; or (ii) a Landlord Default (as defined in Section 22).

          (e) Worker's Compensation. Tenant shall comply with the provisions of
     the applicable worker's compensation laws and insure its liability
     thereunder.

          (f) Copies of Policies. For each type of insurance required to be
     maintained under this Lease, the party required to maintain such insurance
     shall furnish to the other party an endorsed copy of such insurance policy
     showing that such type of insurance is in full force and effect and may not
     be modified or canceled without not less than ten (10) days' prior written
     notice to such other party. All insurance policies required to be
     maintained under this Lease shall be issued by companies reasonably
     satisfactory to the party not responsible for maintaining such insurance.

          (g) Waiver of Subrogation. Landlord and Tenant waive and release any
     and all rights of recovery that either may have against the other for any
     loss or damage, regardless of whether caused by any alleged negligence of
     the other party or the other party's employees, contractors, agents,
     invitees or licensees, to the extent that such loss or damage is or would
     be covered by any property insurance required to be maintained under this
     Lease. Each policy of property insurance required under this Lease shall


                                       23

<PAGE>

     contain an endorsement to such effect, waiving the insurer's right of
     subrogation against the other party.

          (h) Tenant Indemnity. Subject to the terms and conditions of this
     Section 18, Tenant agrees to indemnify and hold harmless Landlord from and
     against any and all claims, judgments, liabilities, losses, costs and
     expenses (including, without limitation, reasonable attorneys' fees and
     court costs) arising from, or in connection with the negligence,
     intentional act or willful misconduct of Tenant or any Tenant-Related Party
     or any breach of this Lease by Tenant.

          (i) Landlord Indemnity. Subject to the terms and conditions of this
     Section 18, Landlord agrees to indemnify and hold harmless Tenant from and
     against any and all claims, judgments, liabilities, losses, costs and
     expenses (including, without limitation, reasonable attorneys' fees and
     court costs) arising from, or in connection with the negligence,
     intentional act or willful misconduct of Landlord or Landlord's Agents or
     any breach of this Lease by Landlord.

     19. FIRE AND OTHER CASUALTY.

          (a) Casualty Repair. In the event of damage to, or total or partial
     destruction of, the Building or any fixtures, equipment or systems that
     constitute a part of the Building, by fire or other casualty (the
     "CASUALTY"), the insurance proceeds, if any, that as a result of such
     Casualty, are payable under any fire and extended coverage insurance
     maintained by Landlord (the "INSURANCE PROCEEDS") shall be payable to, and
     be the sole property of, Landlord, and, subject to the terms and conditions
     of this Section, Landlord shall cause the prompt and diligent repair and
     replacement of the Building as soon as reasonably possible to substantially
     the same condition as existed prior to such Casualty; provided that (i)
     Landlord shall not be obligated to repair or replace alterations or
     additions of or to the Leased Premises by Tenant; (ii) if Substantial
     Damage (as hereinafter defined) occurs in the last year of the Initial Term
     or (if applicable) the Extension Term, then Landlord or Tenant may elect to
     terminate this Lease upon notice thereof delivered to the other party
     within thirty (30) days after said Casualty; (iii) Landlord shall be
     obligated to make any surplus Insurance Proceeds available, in accordance
     with the terms and conditions of this subsection set forth below, for the
     repair and/or replacement of the alterations and/or additions of or to the
     Leased Premises by Tenant; and (iv) when Landlord commences the insurance
     adjustment process (the "ADJUSTMENT PROCESS"), Landlord shall: (A) deliver
     notice to Tenant of its commencement of the Adjustment Process; and (B)
     provide to Tenant an opportunity to participate in the Adjustment Process.
     Landlord shall make the Insurance Proceeds available, or cause the
     Insurance Proceeds to be made available, to pay the costs and expenses to
     repair or replace: (x) the Building in accordance with the terms and
     conditions of this Section; and (y) the alterations and additions of or to
     the Leased Premises; provided that: (aa) Tenant has not caused a default of
     the documents evidencing the Mortgage Lien or evidencing the method of
     financing or refinancing secured by the Mortgage Lien through a breach of
     any of its obligations under this Lease; and (bb) to the extent applicable
     to Tenant, Tenant meets the reasonable and customary conditions for
     disbursement of the Insurance Proceeds established by the documents


                                       24

<PAGE>

     evidencing the Mortgage Lien or evidencing the method of financing or
     refinancing secured by the Mortgage Lien. Rent shall abate proportionately
     (based upon the proportion that the unusable Rentable Area of the Leased
     Premises due to damage or destruction bears to the total Rentable Area of
     the Leased Premises) during the time that the Leased Premises or any part
     thereof is unusable by reason of any Casualty. If and as may be requested
     by Tenant, Landlord shall use commercially reasonable efforts to relocate
     Tenant, at Tenant's expense, temporarily during the period of any repair or
     replacement of the Leased Premises. Not later than thirty (30) days after
     the occurrence of any Casualty, Landlord shall provide Tenant written
     notice indicating the anticipated period for restoring the Building
     (including the Leased Premises) to substantially the same condition as
     existed immediately prior to the occurrence of such Casualty, such
     restoration period to be determined by the insurance adjusters or (if no
     such determination has been made by the insurance adjusters) Landlord's
     general contractor for the restoration work (the "REPAIR PERIOD NOTICE").

          (b) Substantial Damage. Notwithstanding anything to the contrary set
     forth herein, if substantial damage or destruction occurs, such that (i)
     the restoration period set forth in the Repair Period Notice equals or
     exceeds 180 days; or (ii) the Leased Premises are so damaged or destroyed
     as to be rendered untenantable (as determined in Tenant's reasonable
     business judgment) for Tenant's normal business use (in either case,
     "SUBSTANTIAL DAMAGE"), then either party, at its option, may terminate this
     Lease upon written notice delivered to the other not later than thirty (30)
     days after Landlord's delivery of the Repair Period Notice to Tenant, and
     upon any such termination, all obligations hereunder, except those due or
     mature, shall cease and terminate. In addition, if the restoration work
     contemplated under this Section 19 is not substantially complete within the
     later of thirty (30) days after the restoration period set forth in the
     Repair Period Notice or 180 days after the occurrence of the Casualty
     (which periods may be extended for an aggregate maximum of thirty (30)
     additional days on account of Unavoidable Delays), then Tenant may
     terminate this Lease upon written notice delivered to Landlord within seven
     (7) days. Landlord agrees not to exercise any right available to it to
     terminate this Lease pursuant to this Section 19(b) if Landlord elects to
     proceed to restore the Building to substantially the same condition as
     existed immediately prior to the Casualty and Landlord is legally entitled
     under any other lease of space in the Building to terminate that lease on
     account of the Casualty, but elects not to do so.

     20. EMINENT DOMAIN.

          (a) Condemnation. In the event that: (i) all or a substantial part of
     the Leased Premises is taken or condemned for public or quasi-public use
     under any statute or by the right of eminent domain; or (ii) in lieu
     thereof, all or a substantial part of the Leased Premises is conveyed to a
     public or quasi-public body under threat of condemnation ("CONDEMNATION"),
     and the Condemnation renders the Leased Premises unsuitable (as determined
     in Tenant's reasonable judgment) for Tenant's normal business use
     ("COMPLETE CONDEMNATION"), then, at the option of either Landlord or Tenant
     exercised within ten (10) days after the Complete Condemnation occurs: (i)
     this Lease shall terminate as of the date possession of all or such part of
     the Leased Premises is conveyed to the condemning authority; and (ii) all
     obligations hereunder, except those due or


                                       25

<PAGE>

     mature, shall cease and terminate. All compensation awarded or paid for any
     Condemnation shall belong to and be the sole property of Landlord
     ("CONDEMNATION AWARD"); provided, however, that (i) Landlord shall not be
     entitled to any award made solely to Tenant for Tenant Property or for loss
     of business or cost and expense of relocation and removing trade fixtures;
     and (ii) Landlord shall make the Condemnation Award available, or cause the
     Condemnation Award to be made available, to pay the costs and expenses to
     repair or replace: (A) the Building; and (B) the Leased Premises with
     Landlord's Work included.

          (b) Allocation of Award. Notwithstanding anything to the contrary set
     forth herein, in the event that: (i) there is a Complete Condemnation; and
     (ii) as a result of the Complete Condemnation, this Lease is terminated at
     the option of either Landlord or Tenant, then the Condemnation Award shall
     be the sole property of Landlord; provided, however, nothing contained
     herein shall be deemed to give Landlord any interest in or require Tenant
     to assign to Landlord any award made or allocated to Tenant for the taking
     of Tenant's Property, for the interruption of Tenant's business, or its
     moving costs. Each party agrees to execute and deliver to the other all
     instruments that may be required to effectuate the provisions of this
     Section 20.

     21. DEFAULT BY TENANT.

          (a) Events of Tenant Default. Each of the following shall be deemed to
     be a "TENANT DEFAULT:"

          (i)  failure by Tenant to pay any amount of Rent when due, and the
               continuance of such failure for five (5) business days after
               delivery of written notice of such failure to Tenant by Landlord
               (it being understood and agreed that if Tenant shall be
               delinquent in the payment of any installment of Monthly Rent
               beyond said five business day period more than once during any
               lease year, then Landlord may require that at all times
               thereafter during the Lease Term, Tenant shall post with Landlord
               a one-time security deposit in an amount equal to one installment
               of Monthly Rent);

          (ii) failure by Tenant to observe or perform any other term or
               condition of this Lease to be observed or performed by Tenant,
               and the continuance of such failure for thirty (30) days after
               written notice from Landlord; provided that it shall not be a
               "TENANT DEFAULT" if such failure cannot be cured by Tenant within
               thirty (30) days, despite reasonably diligent effort, so long as
               Tenant diligently commences to cure such failure within thirty
               (30) days, and thereafter continues to diligently pursue such
               cure to completion;

          (iii) the sale of Tenant's leasehold interest hereunder to any entity
               other than a Permitted Assignee pursuant to execution;

          (iv) the adjudication of Tenant as a bankrupt or insolvent;


                                       26

<PAGE>

          (v)  the making by Tenant of a general assignment for the benefit of
               creditors;

          (vi) the appointment of a receiver for Tenant's property, if such
               appointment is not vacated or satisfied within sixty (60) days
               from the date of such appointment;

          (vii) the appointment of a trustee or receiver for Tenant's property
               in a reorganization, arrangement, bankruptcy or other insolvency
               proceeding, if such appointment is not vacated or set aside
               within sixty (60) days from the date of such appointment; or

          (viii) the filing by Tenant of a voluntary petition in bankruptcy or
               for reorganization or arrangement, or the filing of an
               involuntary petition in bankruptcy or for reorganization or
               arrangement against Tenant if such involuntary petition is not
               vacated within sixty (60) days after the filing thereof.

          (b) Landlord's Remedies. In the event of a Tenant Default that is
     continuing, Landlord, in addition to any other rights or remedies available
     at law or in equity, may exercise the following rights and remedies upon
     written notice thereof delivered to Tenant prior to Tenant's cure of the
     Tenant Default:

          (i)  elect to terminate this Lease;

          (ii) if Tenant has failed to perform any of its obligations under this
               Lease (other than the obligation to pay Base Rent), perform such
               obligations that Tenant has failed to perform (entering upon the
               Leased Premises for such purpose, if necessary), without such
               performance being construed as a waiver of the Tenant Default or
               of any other right or remedy of Landlord with respect to such
               Tenant Default, or as a waiver of any term or condition of this
               Lease; or

          (iii) immediately re-enter upon the Leased Premises, remove all
               persons and property therefrom, and store such property in a
               public warehouse or elsewhere at the sole cost and expense and
               for the account of Tenant, all: (A) in compliance with the
               applicable Laws; and (B) without being deemed guilty of trespass
               or becoming liable for any loss or damage that may be occasioned
               thereby.

          (c) Re-Letting. If Landlord re-enters upon the Leased Premises as
     provided in Section 21(b)(iii), or takes possession of the Leased Premises
     pursuant to legal proceedings or pursuant to any notice provided by the
     applicable Laws, then Landlord either may terminate this Lease, or, from
     time to time with or without terminating this Lease, make alterations and
     repairs for the purpose of re-letting the Leased Premises and re-let the
     Leased Premises or any part thereof for such term or terms (which may
     extend beyond the term of this Lease) at such rental and upon such other
     terms and conditions as Landlord deems reasonably advisable. Upon each
     re-letting, all rentals received from such re-letting shall be applied in
     the following order (i) first, to payment of reasonable


                                       27

<PAGE>

     costs and expenses incurred by Landlord in connection with such re-entry or
     taking of possession and making such reasonable alterations and repairs;
     (ii) second, to the payment of Rent and any other outstanding indebtedness
     of Tenant to Landlord hereunder or in connection herewith; and (iii) the
     remainder, if any, shall be held by Landlord and applied in payment of
     future Rent as it becomes due and payable hereunder. If the rentals
     received from such re-letting during any month are less than the full
     amount of Rent payable hereunder during that month, then Tenant shall pay
     any such deficiency to Landlord. Such deficiency shall be calculated and
     paid monthly. No re-entry or taking of possession by Landlord of the Leased
     Premises shall be construed as an election to terminate this Lease, or as
     an acceptance of a surrender of the Leased Premises, unless a written
     notice of termination or acceptance of surrender is delivered by Landlord
     to Tenant. Notwithstanding any re-letting without termination, Landlord at
     any time thereafter may elect to terminate this Lease for Tenant's previous
     Tenant Default. Landlord shall use reasonable efforts to mitigate its
     damages in the event of a Tenant Default; provided, however, that nothing
     contained in this Section shall be construed so as requiring Landlord to
     enter into any other lease that Landlord believes, in good faith, is not
     upon fair market terms or is not permitted by Landlord's Mortgagee.

          (d) Damages Upon Termination. If Landlord at any time terminates this
     Lease as a result of any Tenant Default, then Landlord may recover from
     Tenant, from time to time, all damages Landlord may incur by reason of such
     Tenant Default (including, without limitation: (i) reasonable costs and
     expenses in connection with a re-entry or taking of possession; (ii)
     reasonable attorneys' fees; and (iii) the present value at the time of such
     termination of the excess, if any, of the amount of Rent for the remainder
     of the Lease Term (excluding any unexercised Extension Term) over the then
     reasonable rental value of the Leased Premises for the remainder of the
     Lease Term; provided that the reasonable rental value of the Leased
     Premises shall be determined on the basis that (i) the Leased Premises is
     relet in its "as is" condition on the date of termination; and (ii) no
     alterations or repairs have been, or will be, made for the purpose of
     reletting). All such amounts shall be immediately due and payable from
     Tenant to Landlord.

          (e) Limitation on Recovery. Landlord shall not be entitled to recover
     from Tenant any amount for any particular item of loss, cost, or expense
     more than once, notwithstanding that Sections 21(c) and (d), each may
     provide for recovery of such item of loss, cost, or expense. Landlord shall
     have no right to accelerate rent, except as may be expressly permitted
     under the terms and conditions of Section 21(d) above.

     22. DEFAULT BY LANDLORD. The following shall be deemed to constitute a
"LANDLORD DEFAULT" (a) failure by Landlord to observe or perform any term or
condition of this Lease to be observed or performed by Landlord; and (b)
continuation of such failure for thirty (30) days after delivery of written
notice from Tenant; provided that it shall not be a "Landlord Default" if such
failure cannot be cured by Landlord within thirty (30) days, despite reasonably
diligent effort, so long as Landlord diligently commences to cure such failure
within thirty (30) days, and diligently continues to pursue such cure to
completion. In the event of a Landlord Default, Tenant shall have all rights or
remedies available at law or in equity, except the right of setoff. Without
limiting the generality of the foregoing, upon a Landlord Default or any
Landlord


                                       28

<PAGE>

breach involving an emergency situation, Tenant shall have the right to perform
such obligations on behalf of Landlord, without such performance being construed
as a waiver of the Landlord Default or of any other right or remedy of Tenant
with respect to such Landlord Default, or as a waiver of any term or condition
of this Lease. Landlord shall pay to Tenant on demand all reasonable costs and
expenses incurred by Tenant to perform any such obligations in accordance with
the terms and conditions of this Section. If any amount due to Tenant by
Landlord hereunder shall become overdue for a period in excess of five (5)
business days, then Landlord shall pay the Tenant interest on such unpaid amount
from the date due to the date of payment at the Interest Rate.

     23. SURRENDER. Upon the expiration of the Lease Term or the earlier
termination of this Lease, Tenant shall quit and surrender to Landlord the
Leased Premises and, except as expressly set forth below in this Section, all
property affixed to the Leased Premises, broom clean, and in good order,
condition and repair, except for ordinary wear and tear, the effects of damage
to, or the total or partial destruction of, the Building or Leased Premises by
fire or other casualty that Landlord is obligated to repair or replace; provided
that Tenant shall remove any or all of its property that Landlord directs Tenant
to remove, and, upon Tenant's failure to do so, Landlord may cause all or any
item of such property to be removed at Tenant's cost and expense.
Notwithstanding anything to the contrary set forth herein, Tenant shall not be
required to surrender any of the Improvements made as a part of Landlord's Work
or any other alteration, improvement or addition approved by Landlord under this
Lease, unless Landlord expressly conditioned such approval upon Tenant's removal
of such item(s) upon the expiration or sooner termination of this Lease.
Landlord acknowledges that Tenant shall have the right to grant to any third
party a security interest in and to its personalty, inventory and trade
fixtures. Tenant's obligation to observe and perform these covenants shall
survive the expiration of the Lease Term or earlier termination of this Lease.

     24. SUBORDINATION AND ESTOPPEL.

          (a) Tenant agrees that at all times this Lease and the Tenant's
     leasehold estate created hereby shall be subordinate to the lien of any
     bona fide first mortgage or deed of trust, together with any renewals,
     extensions or replacements thereof, now or hereafter placed, charged or
     enforced against Landlord's fee simple absolute interest in the Property
     and the Leased Premises; provided, however, that such subordination shall
     not be self-effectuating, but shall be effective at such time as the
     parties shall have fully executed a customary form of subordination,
     non-disturbance and attornment agreement, in form and substance reasonably
     approved by Tenant (the "SNDA"), which shall include an agreement by such
     lender not to disturb any rights of Tenant under this Lease so long as no
     Tenant Default is outstanding. Within ten (10) business days after written
     request therefor from Landlord, Tenant agrees to execute and deliver (but
     without cost to the Tenant) an SNDA, and concurrently therewith, Landlord
     shall execute and deliver, and Landlord shall cause the lender to execute
     and deliver, the SNDA. Concurrently with its execution and delivery of this
     Lease, Landlord shall cause to be delivered to Tenant an executed SNDA from
     Landlord's Mortgagee in the form set forth in Exhibit G attached hereto and
     made a part hereof by this reference.


                                       29

<PAGE>

          (b) Each party shall, within ten (10) business days after written
     request therefor from the other party, execute, acknowledge and deliver to
     the requesting party a statement in writing, in form reasonably prepared
     (i) certifying that this Lease is unmodified and in full force and effect
     (or, if modified, stating the nature of such modification and certifying
     that this Lease, as so modified, is in full force and effect) and the date
     to which the rent and other charges are paid in advance, (ii) acknowledging
     that there are not, to the maker's knowledge, any uncured defaults on the
     part of the other party hereunder, or specifying such defaults if they are
     claimed, and (iii) containing any other certifications, acknowledgments and
     representations as may be reasonably requested by the requesting party or
     the party for whose benefit such estoppel certificate is requested.

     25. MISCELLANEOUS WARRANTIES; COVENANT OF QUIET ENJOYMENT. Landlord
represents and warrants as of the date of this Lease and at all times thereafter
that: (a) Landlord has all necessary right, title, interest, power and authority
to enter into this Lease and grant Tenant the tenancy hereunder, (b) as of the
date hereof, Landlord owns the Property in fee simple absolute, subject only to
the matters identified on Exhibit H, which matters shall constitute permitted
encumbrances (the "PERMITTED ENCUMBRANCES"); (c) the Permitted Encumbrances
permit the use of the Leased Premises and the Common Area for all of the uses
listed on Exhibit I and there are no sums delinquent under the Permitted
Encumbrances or other violations thereof; (d) the Current Zoning Classification
applies to the Property, and, under that Current Zoning Classification, all of
the uses listed on Exhibit I are permitted; (e) to the best of Landlord's actual
knowledge, the Building and Improvements are free from any material defect in
design or construction; (f) upon the Substantial Completion Date, the Leased
Premises, the Building, the Property and the Common Area shall comply with the
Declaration, the Americans with Disabilities Act and any other accessibility
requirements, all other applicable Laws, including, without limitation, the
Current Zoning Classification and all other applicable zoning and land use laws,
and the Building Systems shall be in good operating condition; and (g) after the
Substantial Completion Date, Landlord shall keep the Leased Premises free from
mechanics liens or claims or other similar liens or claims asserted by lienors
or claimants having performed work for or at the direction of Landlord or any
Landlord's Agent. Landlord hereby covenants and agrees that if no Tenant Default
occurs and is continuing, then, at all times during the Lease Term, Tenant shall
have the quiet enjoyment of the Leased Premises.

     26. MECHANIC'S LIENS. Tenant shall not suffer or cause the filing of any
mechanic's lien against the Leased Premises. If any mechanic's lien is filed
against the Leased Premises or any part thereof for work claimed to have been
done for, or material claimed to have been furnished to, Tenant other than
Landlord's Work, then Tenant shall: (a) cause such mechanic's lien to be
discharged of record within fifteen (15) days after notice of the filing by
bonding or as provided or required by law; or (b) provide evidence that the lien
is being contested by proceedings adequate to prevent foreclosure of the lien,
together with a title insurance endorsement over such lien or a satisfactory
indemnity (in either case in an amount equal to at least 150% of the claimed
lien) to Landlord within fifteen (15) days after notice of the filing thereof.
All liens suffered or caused by Tenant shall attach to Tenant's interest only.
Nothing in this Lease shall be deemed or construed to constitute consent to, or
request of, any party for the performance of any work for, or the furnishing of
any materials to, Tenant, nor as giving Tenant the right or authority to
contract for, authorize or permit the performance of any work or the


                                       30

<PAGE>

furnishing of any materials that would permit the attaching of a mechanic's
lien. Landlord shall deliver the Leased Premises to Tenant free of liens for
work claimed to have been done for, or materials claimed to have been furnished
to, Landlord in the performance of Landlord's Work. Landlord and Tenant each
shall indemnify and hold harmless the other from all claims, judgments,
liabilities, losses, costs and expenses (including, without limitation,
reasonable attorneys' fees and court costs) incurred by the other as a result
of, or in connection with, any mechanic's lien for work claimed to have been
done for, or material claimed to have been furnished to, Landlord or Tenant,
respectively.

     27. NOTICES. Any notice, statement, invoice, demand, request, or consent
required or permitted to be given or delivered by either party to this Lease
shall be in writing and shall be deemed to have been duly given or delivered:
(a) on the date of delivery, if delivery is made by messenger or otherwise in
person; (b) on the date of deposit, if delivery is made by a national overnight
courier service; in any case if addressed to the other party as set forth in
Section 1(j) hereof. Any party may change its address for notice from time to
time by delivering notice to the other party as provided above.

     28. ENVIRONMENTAL CONDITION.

          (a) Landlord's Representations and Warranties. Landlord represents and
     warrants to Tenant, to Landlord's actual knowledge and except as disclosed
     in the Environmental Site Assessment (a true, correct and complete copy of
     which was previously delivered by Landlord) to Tenant (i) neither the
     Leased Premises nor the Property has been used for the treatment, disposal,
     or storage of Hazardous Substances; (ii) no Hazardous Substances are
     present or were installed, exposed, released or discharged in, on, under,
     or from the Leased Premises or the Property at any time during or prior to
     Landlord's ownership thereof, and neither Landlord nor any prior owner or
     occupant of the Leased Premises or the Property has placed or used
     Hazardous Substances therein; (iii) no UST's for petroleum products or any
     other Hazardous Substances are or were located on the Leased Premises or
     the Property at any rime during or prior to Landlord's ownership thereof,
     and (iv) neither the Leased Premises nor the Property has been used or
     operated in violation of applicable Laws governing Hazardous Substances.

          (b) Environmental Indemnity. Landlord agrees to indemnify, defend (by
     counsel reasonably acceptable to Tenant), protect and hold harmless any
     Tenant-Related Parties, and any party affiliated with any Tenant-Related
     Party from and against any and all claims, judgments, liabilities, losses,
     costs and expenses (including without limitation, reasonable attorneys'
     fees and court costs) arising from, or in connection with: (i) any storage
     or usage of any Hazardous Substances by Landlord (or its employees, agents,
     contractors, invitees or licensees) in, on or about the Leased Premises;
     (ii any transportation of any Hazardous Substances to or from the Leased
     Premises by Landlord (or its employees, agents, contractors, invitees or
     licensees); or (iii) the inaccuracy of any of the representations set forth
     in Section 28(a). The claims, judgments, liabilities, losses, costs and
     expenses from and against which Landlord has agreed to indemnify, defend,
     protect and hold harmless Tenant and any Tenant-Related Party under this
     subsection shall include the following: (i) any obligation or liability of
     Landlord or Tenant under


                                       31

<PAGE>

     any of the applicable Laws to remove any Hazardous Substance or
     contaminated soil or groundwater from the Leased Premises, "clean up" any
     contamination of the soil or the groundwater in, on or under the Leased
     Premises, or perform any monitoring or remediation of or for the Leased
     Premises; (ii) all charges, fines or penalties imposed by governmental
     authority or under any of the applicable Laws governing Hazardous
     Substances; and (iii) all claims by, and liabilities to, any third party.
     Landlord agrees, at its cost and expense, and in accordance with applicable
     Laws, to monitor, remediate, and pay any charges, fines, or penalties
     related to, any Hazardous Substances or petroleum products present at, on,
     or under, or released from the soil or groundwater of, the Leased Premises
     or the Property prior to the Commencement Date; provided that the presence
     of such Hazardous Substances or petroleum products is not related to any
     action or omission of Tenant or its employees, agents, contractors,
     invitees or licensees. The obligations of Landlord under this Section 28(b)
     shall survive the expiration or earlier termination of this Lease.

     29. REASONABLE WEAR AND TEAR. Whenever the terms "reasonable wear and
tear," "ordinary wear" or any terms of similar import are used in this Lease,
such terms shall be construed to include, in addition to all things customarily
included within the meanings of such terms, together with any and all damage or
repair caused by casualty or condemnation, or any damage or repair necessitated
by the acts or omissions of Landlord, any Landlord's Agent.

     30. PARKING AND LOADING DOCKS. Tenant and Tenant-Related Parties shall be
entitled to the exclusive use of the Parking Spaces defined in Section 2 above.
An appropriate number of such Parking Spaces shall be marked for handicapped
parking as required by applicable Laws. Landlord shall also provide the loading
and unloading docks that are shown on attached Exhibit B-1. While Landlord shall
reasonably cooperate with Tenant in enforcing Tenant's parking rights against
any third parties and shall ensure that the parking rules and regulations are
uniformly enforced for all tenants in the Building, Landlord shall not be
responsible if any third parties park in any of the Parking Spaces or for
otherwise enforcing Tenant's exclusive parking rights hereunder against other
tenants and third parties. Tenant agrees to reasonably cooperate in keeping its
employees from parking in any parking areas on the Property, other than the
Parking Spaces. Tenant shall have the right to install fencing for security
purposes around the loading and unloading docks and the parking spaces used
exclusively for tractor trailers.

     31. LANDLORD CONVEYANCE. Until the expiration of the Warranty Period,
Landlord shall not cause or permit any conveyance or transfer of fee title to
the Leased Premises, without the prior written consent of Tenant, which consent
shall not be withheld or delayed unreasonably. Notwithstanding anything set
forth herein, the terms and conditions of this Section shall not apply to, or
limit or affect in any manner (a) any Mortgage Lien; (b) the right or ability of
Landlord to finance or refinance the Property and the Building and encumber the
Property and the Building with a Mortgage Lien securing such financing or
refinancing; or (c) the rights and remedies of any mortgage lender or lien
holder under, or with respect to, a Mortgage Lien or the financing or
refinancing that the Mortgage Lien secures or the ability of the mortgage lender
or lien holder to exercise such remedies (including without limitation,
foreclosure of any Mortgage Lien or acceptance of a deed in lieu of
foreclosure).


                                       32

<PAGE>

     32. MISCELLANEOUS PROVISIONS.

          (a) Memorandum of Lease. The parties hereto shall not record this
     Lease in the Clerk's Office of Jefferson County, Kentucky but each party
     shall promptly execute contemporaneously herewith a "memorandum of lease
     agreement" suitable for recording in the form set forth as Exhibit J
     attached hereto and made a part hereof (the "MEMORANDUM OF LEASE
     AGREEMENT"). All costs and expenses associated with recording the
     Memorandum of Lease Agreement shall be at Tenant's cost and expense.

          (b) Relationship of Parties. Nothing contained herein shall be deemed
     or construed by the parties hereto or by any third party as creating
     between the parties hereto the relationship of principal and agent,
     partnership, joint venture, or any relationship other than the relationship
     of landlord and tenant.

          (c) Waivers of Covenants. No waiver of any covenant, term or condition
     or the breach of any covenant, term or condition of this Lease shall be
     deemed to constitute a waiver of any subsequent breach of such covenant,
     term or condition nor justify or authorize a non-observance upon any
     occasion of such covenant term or condition or any other covenant, term or
     condition, and the acceptance of Rent by Landlord at any time when Tenant
     is in default of any covenant, term or condition shall not be construed as
     a waiver of such default or any right or remedy of Landlord on account of
     such default.

          (d) Accord and Satisfaction. No payment by Tenant or receipt by
     Landlord of a lesser amount than the Rent due hereunder shall be deemed to
     be other than on account of the Rent first due hereunder, provided that
     Landlord shall not apply payments by Tenant to items of Rent with respect
     to which there exists a good faith dispute of which Tenant has delivered to
     Landlord a written notice describing with particularity the nature of such
     dispute. No endorsement or statement on any check or letter accompanying
     any check or payment of Rent shall be deemed to be an accord and
     satisfaction, and Landlord may accept any such check or payment without
     prejudice to the right of Landlord to recover the balance of such Rent or
     to pursue any other right or remedy.

          (e) Remedies Cumulative. The rights and remedies of Landlord and
     Tenant hereunder shall be cumulative, and no one of them shall be deemed or
     construed as exclusive of any other or of any right or remedy provided by
     law or in equity. The exercise of any one such right or remedy by the
     Landlord or Tenant shall not impair its standing to exercise any other such
     right or remedy.

          (f) Successors and Assigns. Subject to the terms and conditions of
     Sections 16 and 31 hereof, this Lease and all of the covenants, terms and
     conditions hereof shall inure to the benefit of, and be binding upon, the
     respective heirs, executors, administrators, successors and assigns of
     Landlord and Tenant, except as otherwise expressly provided herein.

          (g) Construction of Lease. Whenever in this Lease a singular word is
     used, it shall also include the plural wherever required by the context and
     vice versa. The Exhibits referenced herein are incorporated herein by
     reference. This Lease shall be


                                       33

<PAGE>

     construed in accordance with the internal laws of the Commonwealth of
     Kentucky, without respect to choice of laws principles. The captions of
     this Lease are for convenience only and do not in any way limit or alter
     the terms and conditions of this Lease. All references in this Lease to
     periods of days shall be construed to refer to calendar, not business,
     days, unless otherwise specified herein. Time is of the essence of this
     Lease.

          (h) Force Majeure. Notwithstanding anything set forth herein, if
     Landlord or Tenant, as the case may be, is delayed in, or prevented from
     completing, observing or performing any of its covenants hereunder, other
     than the payment of money, as the result of an act or omission of the other
     party or any other cause that is not within the control of the delayed or
     prevented party (including, without limitation, inclement weather and the
     unavailability of materials, equipment, services or labor) (the "EVENT(S)
     OF FORCE MAJEURE"), then such completion, observation or performance shall
     be excused for the period of days that such completion, observation or
     performance is delayed or prevented, and the dates set forth in this Lease
     and other deadlines for completion, observation and performance, as the
     case may be, shall be extended for the same period. Landlord or Tenant, as
     the case may be, shall deliver to the other party written notice within ten
     (10) days after Landlord or Tenant as the case may be, becomes aware: (i)
     of an Event of Force Majeure that will delay or prevent completion,
     observance or performance of any of its covenants hereunder (the "FORCE
     MAJEURE NOTICE"); and (ii) that such Event of Force Majeure has ceased to
     delay or prevent completion, observance or performance of its covenants
     hereunder, provided that, in the Force Majeure Notice, Landlord or Tenant,
     as the case may be, shall describe the Event of Force Majeure with
     specificity. Notwithstanding anything contained herein to the contrary, in
     no event shall the Termination Date ever be extended on account of Force
     Majeure beyond January 3, 2007.

          (i) Prior Agreements. All prior representations, promises and
     undertakings by or between the parties hereto with respect to the subject
     matter of this Lease are merged into, and expressed in, this Lease, and any
     and all prior agreements between such parties with respect thereto are
     hereby canceled. This Lease shall not be amended, modified, or
     supplemented, except by a written agreement duly executed by both Landlord
     and Tenant.

          (j) Severability. The invalidity or unenforceability of any particular
     provision of this Lease shall not affect the other provisions, and this
     Lease shall be construed in all respects as if such invalid or
     unenforceable provision had not been contained herein.

          (k) Counterparts. This Lease may be executed in separate counterparts,
     each of which when so executed shall be an original, but all of such
     counterparts shall together constitute but one and the same instrument.
     Signatures on this Lease, and any document related hereto, delivered by
     facsimile or e-mail shall constitute original signatures.

          (l) Authority. Each party executing this Lease represents and warrants
     that it has been duly authorized to execute and deliver this Lease, and
     this Lease is the valid and binding agreement of such entity, enforceable
     in accordance with its terms.


                                       34

<PAGE>

          (m) Obligation of Reasonableness. Wherever under this Lease, consent
     or approval is required by either party, such consent or approval shall not
     be withheld, conditioned, or delayed unreasonably.

          (n) Title Insurance Policy. If so requested by Tenant, Landlord shall
     reasonably cooperate, at no cost or expense to Landlord, in Tenant's
     efforts to obtain a leasehold policy of title insurance for this Lease.

          (o) Interruption of Services. Notwithstanding anything contained
     herein to the contrary, in the event any interruption in electricity, gas,
     water or other utility services to the Leased Premises or any other service
     essential to Tenant's use and occupancy of the Leased Premises (i) is not
     due solely to the fault of Tenant, and (ii) shall continue unabated for
     forty-eight (48) hours after Landlord's receipt of written notice from
     Tenant advising of the interruption, then Monthly Rent due hereunder shall
     abate effective as of the forty-ninth (49th) hour after Landlord's receipt
     of such notice, and shall continue to abate until such service is restored.

          (p) Construction. All parties hereto have either (i) been represented
     by separate legal counsel, or (ii) have had the opportunity to be so
     represented. Thus, in all cases, the language herein shall be construed
     simply and in accordance with its fair meaning and not strictly for or
     against a party, regardless of which party prepared or caused the
     preparation of this Lease.

          (q) Signs. Landlord shall at Tenant's cost and expense, furnish
     exterior monument signage, the materials and design of which shall be
     subject to reasonable prior approval by both parties. Tenant may install at
     its sole cost and expense additional exterior signage, the materials and
     design of which shall be subject to Landlord's approval. Except as may be
     expressly permitted under this Lease or with Landlord's approval, Tenant
     shall not install, paint or place nor permit the installation, painting or
     placement of any other signs visible from outside the Building.

          (r) Common Area Control. Without limitation on (i) the rights of
     Tenant under the Lease to use and enjoy any parking area or other portion
     of the Common Area, and (ii) Landlord's obligations under the Lease to
     maintain and manage the Common Areas, Landlord shall exercise all rights
     available to it under applicable law to promptly remove from the Common
     Area (a) any parties who are not the agents, representatives, employees,
     contractors, licensees or invitees of Landlord, Tenant or any other tenant
     or subtenant of the Building, or (b) any parties (including, without
     limitation, any agent, representative, employee, contractor, licensee or
     invitee of Landlord or any tenant or subtenant of the Building) who are
     engaged in demonstrations, protests, recruiting, soliciting or other
     activities directed at or otherwise involving Tenant, any subtenant of
     Tenant, Tenant's Client or any agent, representative, employee, contractor,
     licensee or invitee of the foregoing (collectively, the "UNPERMITTED
     PARTIES"). In the event Landlord fails to cause the immediate removal of
     any Unpermitted Parties, Tenant is hereby authorized to cause the removal
     of such Unpermitted Parties in accordance with applicable law.


                                       35

<PAGE>

          (s) Security Service. Tenant acknowledges and agrees that, Landlord is
     not providing any security services with respect to the Leased Premises and
     that Landlord shall not be liable to Tenant for, and Tenant waives any
     claim against Landlord with respect to, any loss by theft or any other
     damage suffered or incurred by Tenant in connection with any unauthorized
     entry into the Leased Premises or any other breach of security with respect
     to the Leased Premises.

          (t) Attorneys' Fees and Expenses. In the event of any litigation
     between the Landlord and the Tenant arising out of an alleged breach of
     this Lease by either of them, the unsuccessful party therein shall pay the
     successful party's reasonable attorneys' fees and expenses in such
     litigation.

          (u) Brokerage. Landlord and Tenant each warrant to the other that it
     has had no dealings with any broker or agent in connection with this Lease
     other than the Brokers. Landlord and Tenant each covenant to the other to
     pay, hold harmless and indemnify the other party from and against any and
     all cost, expense or liability for any compensation, commissions or charges
     claimed by any agent or broker with which it has had dealings or otherwise
     by reason of its breach of said warranty. Landlord shall be responsible for
     payment of commissions in the amount as agreed by Landlord and said
     Brokers, and Landlord shall pay, hold harmless and indemnify Tenant from
     and against any and all cost, expense or liability for any compensation,
     commissions or charges claimed by said Brokers.

          (v) Landlord's Lien. Landlord hereby forever waives and releases any
     and all landlord's liens and any and all other statutory or other rights of
     a landlord to encumber property of Tenant or any other Tenant-Related Party
     on account of this Lease. Notwithstanding the foregoing, in no event shall
     Landlord be deemed to have waived or released any judgment lien against any
     property of Tenant on account of this Lease.

          (w) Rules and Regulations. Tenant shall, at all times during the Lease
     Term and any extension thereof, comply with all reasonable,
     non-discriminatory rules and regulations at any time or from time to time
     established by Landlord upon not less than thirty (30) days' prior notice
     covering use of the Leased Premises and the Project. The current rules and
     regulations are attached hereto as Exhibit K. In the event of any conflict
     between said rules and regulations and other provisions of the Lease, the
     other terms and provisions of this Lease shall control. Landlord shall not
     have any liability or obligation for the breach of any rules or regulations
     by other tenants in the Project, except Landlord agrees to take
     commercially reasonable efforts to uniformly enforce such rules and
     regulations against all tenants in the Project.

          (x) Limitation of Liability. All obligations of Landlord under this
     Lease will be binding upon Landlord only during the period of its ownership
     of the Leased Premises and not thereafter. The term "Landlord" in this
     Lease shall mean only the owner, for the time being of the Leased Premises,
     and in the event of the transfer by such owner of its interest in the
     Leased Premises, such owner shall thereupon be released and discharged from
     all obligations of Landlord thereafter accruing, but such obligations shall
     be binding during the Lease Term upon each new owner for the duration of
     such owner's ownership.


                                       36

<PAGE>

     Any liability of Landlord under this Lease shall be limited solely to its
     interest in the Project, and the rents, issues and profits therefrom and in
     no event shall any personal liability be asserted against Landlord in
     connection with this Lease nor shall any recourse be had to any other
     property or assets of Landlord.

          (y) Limitation of Liability of Members, Managers and Officers of
     Landlord and Tenant. Any obligation or liability whatsoever of either
     Landlord or Tenant, which may arise at any time under this Lease or any
     obligation or liability which may be incurred by it pursuant to any other
     instrument, transaction, or undertaking contemplated hereby shall not be
     personally binding upon, nor shall resort for the enforcement thereof be
     had to the property of, its members, trustees, directors, shareholders,
     officers, employees or agents, regardless of whether such obligation or
     liability is in the nature of contract, tort, or otherwise.

          (z) WAIVER OF JURY TRIAL. TENANT AND LANDLORD WAIVE ANY RIGHT TO TRIAL
     BY JURY OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER
     SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN LANDLORD AND TENANT
     ARISING OUT OF THIS LEASE OR ANY OTHER INSTRUMENT, DOCUMENT, OR AGREEMENT
     EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED
     HERETO.

          (aa) Incentives. The parties acknowledge that Tenant has entered into
     this Lease with the expectation that various governmental and
     quasi-governmental incentives will be available to Tenant. Any and all
     governmental and other third party payments, credits, abatements, refunds,
     rebates, grants, financing concessions, tax relief and other incentives (if
     any) relating to the Leased Premises or Tenant shall inure to the economic
     benefit of Tenant. Landlord makes no representation, express or implied, as
     to the amount of any such subsidies or incentives that may be available to
     Tenant, and Tenant shall have no recourse to Landlord if any such
     incentives are not actually received.

                         [No further text on this page]


                                       37

<PAGE>

     IN WITNESS WHEREOF, the parties have executed or caused the execution of
this Lease by their respective authorized representatives as of the day and year
first above written.

                                        LANDLORD:

                                        LOUISVILLE UNITED, LLC


                                        By: /s/ Michael K. Schroering
                                            ------------------------------------
                                        Printed: Michael K. Schroering
                                        Title: Managing Member


                                        TENANT:

                                        BRIGHTPOINT SERVICES, LLC


                                        By: /s/ J. Mark Howell
                                            ------------------------------------
                                            J. Mark Howell, President


                                       38
<PAGE>

                                    EXHIBIT A

                          FLOOR PLAN OF LEASED PREMISES


                                       A-1
<PAGE>

                                    EXHIBIT A
                          Floor Plan of Leased Premises

                                  (FLOOR PLAN)
<PAGE>

                                    EXHIBIT B

                              SITE PLAN OF PROPERTY

                             [SEE ATTACHED DIAGRAM]

Note: It is understood that Landlord is acquiring the 25' strip of land along
the West property line in October 2006 or November 2006, subsequent to delays
caused by Unavoidable Delays.


                                       B-1

<PAGE>

                                    EXHIBIT B
                              Site Plan of Property
                        (Property Boundary noted by ////)

                                   (SITE PLAN)
<PAGE>

                                   EXHIBIT B-1

                  LOCATION OF PARKING SPACES AND LOADING DOCKS

                             [SEE ATTACHED DIAGRAM]

Note: It is understood that Tenant may, at its sole cost and option, fence or
otherwise secure for Tenant's exclusive use Tenant's dedicated parking and
loading areas.


                                      B-1-1

<PAGE>

                              (OVERALL SITE PLAN)

<PAGE>

                                   EXHIBIT B-2

                             LOCATION OF COMMON AREA


                                      B-2-1

<PAGE>

                                  EXHIBIT B-2
                      Location of Common Area on Site Plan

                                  (SITE PLAN)

<PAGE>

                                    EXHIBIT C

                              SITE PLAN OF PROJECT


                                       C-1

<PAGE>

                                    EXHIBIT C
                              Site Plan of Project

                                   (SITE PLAN)

<PAGE>

                                     EXHIBIT D

                               CONSTRUCTION ADDENDUM


                                       D-1
<PAGE>

                                    EXHIBIT D

                              CONSTRUCTION ADDENDUM

             ATTACHED TO AND A PART OF THE LEASE AGREEMENT ("LEASE")
                       DATED AS OF AUGUST 3, 2006, BETWEEN
                       LOUISVILLE UNITED, LLC ("LANDLORD")
                                       AND
                      BRIGHTPOINT SERVICES, LLC ("TENANT")

     This Construction Addendum sets forth rights and obligations of the parties
with respect to the initial tenant improvements to the Leased Premises
(collectively, "Landlord's Work") prior to the Commencement Date under that
certain lease agreement (the "Lease") by and between Louisville United, LLC, a
Kentucky limited liability corporation ("Landlord"), and Brightpoint Services,
LLC, an Indiana limited liability company ("Tenant") of the Leased Premises from
Landlord consisting of 240,000 rentable square feet in the Building located at
6001 Global Distribution Way, Louisville, Kentucky 40228. All construction done
subsequent to the Commencement Date that is not Landlord's Work shall be
governed by the provisions of the Lease. Capitalized or defined terms as used
herein shall have the respective meanings assigned to them in the Lease, except
as otherwise provided or defined herein.

                                   Article I.

     Plans and Specifications, Final Plans and Specifications; Change Orders

     1.1. Preparation of Plans and Specifications. Landlord has constructed the
shell and core work of the Building as generally described in the building
specifications, a copy of which is attached hereto as Schedule 1 ("Shell and
Core Work"). Landlord shall to furnish and perform, at Landlord's sole cost and
expense, Landlord's Work within the Project Schedule attached hereto as Schedule
2. Landlord's Work shall be performed pursuant to the Final Plans and
Specifications prepared by Landlord and approved by Tenant as hereinafter
provided. The scope of work description and outline plans and specifications for
the Landlord's Work are attached as Schedule 3 to this Exhibit C (the
"Preliminary Plans and Specifications"). The Shell and Core Work, the Project
Schedule and the Preliminary Plans and Specifications are sufficient to define,
and shall constitute the definition of, the general scope of the Landlord's Work
(the "Project Scope"), but do not constitute a set of working drawings,
specifications or schedules that are sufficient to perform the Landlord's Work.
Neither party shall propose any material changes in the Project Scope without
the approval of the other party. The Final Plans and Specifications shall
include all design information necessary to perform the Landlord's Work in
accordance with the Project Scope, including (i) reflected ceiling plans, (ii)
dimensioned partition and door location plans, (iii) finish plans, (iv)
furniture partition layout plans, (v) telephone and electrical plans noting any
special lighting and power load requirements, (vi) HVAC design criteria and all
security and communications information, (vii) detail plans, (viii) mechanical,
plumbing, electrical and fire protection/life safety plans (ix) plans for
parking, loading and other exterior improvements and (x) structural and
engineering drawings and calculations. The Final Plans and Specifications shall
be suitable in all respects for bidding and construction. If the Project Scope
is lacking in detail or clarity, each party shall respond promptly to any
inquiries by the other


                                   Page 1 of 5

<PAGE>

party during the development of the Final Plans and Specifications and, to the
extent requested by the other party, shall reasonably cooperate with Landlord's
duly-licensed architect for Landlord's Work (the "Project Architect") in
developing the Final Plans and Specifications.

     1.2. Preparation and Approval of Final Plans and Specifications. On or
before August 7, 2006, Landlord shall submit the proposed Final Plans and
Specifications to Tenant for Tenant's approval, which shall not be unreasonably
withheld, conditioned, or delayed. Tenant shall advise Landlord within five (5)
business days after receipt of the proposed Final Plans and Specifications of
its approval or disapproval thereof, and, if Tenant does not approve any of the
proposed final Plans and Specifications, of the changes required in the same so
that they will meet Tenant's approval. If Tenant disapproves any of the proposed
Final Plans and Specifications, Landlord shall deliver, or cause the Project
Architect to deliver to Tenant, within five (5) business days after receipt of
Tenant's changes, revised proposed Final Plans and Specifications, which
incorporate Tenant's requests for changes and are suitable for bidding and
construction. The proposed Final Plans and Specifications, once they have been
approved by Tenant, are sometimes hereinafter referred to as the "Final Plans
and Specifications."

     1.3. Change Orders. The Final Plans and Specifications define the entire
scope of Landlord's obligation to construct or provide Landlord's Work. Tenant
shall not be entitled to specify or designate any finishes, grades of materials,
or other specifications or details of the construction of Landlord's Work which
are not specifically provided for in or contemplated by the Preliminary Plans
and Specifications unless finishes, grades of materials, or other specifications
or details are set forth in the Final Plans and Specifications. Subject to this
paragraph, however, Landlord shall make additions or changes to the Final Plans
and Specifications requested by Tenant. If Tenant shall desire any such changes,
Tenant shall so advise Landlord in writing (a "Change Order Request") as
promptly as possible so as not to delay the construction of Landlord's Work. All
reasonable costs incurred by Landlord in having any Change Order Request
reviewed and evaluated shall be reimbursed by Tenant upon demand. Such costs
shall include, but not be limited to, the reasonable costs of the Project
Architect, engineers, and consultants in reviewing and designing any such
changes and the cost of contractors in providing cost estimates and
constructability, functionality and product availability analyses. Tenant
acknowledges and agrees that (i) Landlord shall not be obligated to accept any
Change Order Request if, in the reasonable judgment of the Project Architect,
the requested change would have an adverse effect on the quality, useful life,
value, functionality or costs of operating or maintaining Landlord's Work; (ii)
Tenant shall bear all costs and expenses associated with incorporating into the
Final Plans and Specifications and Landlord's Work any Change Order Request
accepted by Landlord, (and Tenant shall pay such costs to Landlord, in advance
as provided below); (iii) Landlord shall not be obligated to accept the least
expensive method of incorporating the requested change if in the reasonable
judgment of the Project Architect, such method does not incorporate sound
construction practices; (iv) if the Change Order Request affects the roof, slab,
structural components or systems or equipment to be installed within Landlord's
Work or the future serviceability of Landlord's Work, and the Project Architect
determines that in order to lease the Leased Premises to any subsequent tenant,
additional work will have to be done to remove the effect of such change, the
anticipated costs of restoring Landlord's Work to the condition it would have be
in but for such change will also be paid in advance by the Tenant as a condition
to Tenant's change, as provided below; (v) any delays in the development of the
Final Plans and Specifications or completion of Landlord's

                                    EXHIBIT D


                                   Page 2 of 5

<PAGE>

Work resulting from addressing Tenant's Change Order Request and incorporating
any such change into the Final Plans and Specifications and Landlord's Work
shall constitute a Tenant Delay; and (vi) to the extent Tenant specifies any
items which have not been reasonably recommended by Landlord, Tenant assumes
full responsibility for their performance. Notwithstanding the foregoing, any
change order resulting from any defect in the Project Scope, the Final Plans and
Specifications or any fault of Landlord, the Project Architect or the Landlord's
General Contractor shall not constitute a Change Order Request, but all cost and
delay resulting therefrom shall be the responsibility of Landlord. Upon
agreement between Landlord and Tenant on the change that will be incorporated
into the Final Plans and Specifications and Landlord's Work as a result of a
Change Order Request, and the cost of such change, the Landlord and Tenant shall
execute a change order (a "Change Order") setting forth the parties' agreement
as to such terms and the payment thereof.

     1.4. Commencement of Construction Before Final Plans and Specifications.
Landlord may commence construction prior to finalization of the Final Plans and
Specifications and Tenant agrees that it shall reasonably cooperate with
Landlord in reviewing and approving portions of the Final Plans and
Specifications for different stages or elements of the work so that construction
can proceed on a "fast track" basis. The approval process for such portions of
the Final Plans and Specifications shall be substantially as set forth above,
provided, however, that any objection may not be inconsistent with the
previously approved portions of the Final Plans and Specifications.

     1.5. Change Orders During Construction. In the event that subsequent to the
completion and approval of the Final Plans and Specifications, Tenant desires to
make a change in the work provided for therein, the parties shall proceed in
accordance with the foregoing provisions relating to changes requested during
the development of the Final Plans and Specifications.

     1.6. Project Representatives. Landlord hereby designates Mike Schroering to
serve as Landlord's representative and Tenant hereby designates Chris Scott to
serve as Tenant's representative during the design and construction of
Landlord's Work. All communications between Landlord and Tenant relating to the
design and construction of Landlord's Work shall be forwarded to or made by such
party's representative. In addition, no Change Order shall be binding on
Landlord unless executed by Mike Schroering of Landlord, and no Change Order
shall be binding on Tenant unless executed by Chris Scott.

                                   Article II.

                             Substantial Completion

     2.1. Determination of Substantial Completion. Landlord's Work shall be
constructed in a good and workable manner in accordance with the Project
Schedule and the Final Plans and Specifications in all material respects, and in
compliance with all applicable Laws (as defined in the Lease), including
(without limitation) the Americans With Disabilities Act and the Declaration.
Landlord shall be responsible at its sole cost and expense for procuring all
permits, licenses and approvals required for the Landlord's Work and all other
item incidental to the performance of the Landlord's Work. Landlord shall
diligently proceed with the construction of

                                    EXHIBIT D


                                   Page 3 of 5

<PAGE>

Landlord's Work to achieve Substantial Completion (as defined in the Lease) on
or before October 1, 2006.

     2.2. Acceptance. Within ten (10) days after the Commencement Date, Landlord
and Tenant shall execute and deliver the Commencement Date Memorandum, the form
of which is set forth as Exhibit E to the Lease.

     2.3. Contractor Warranties. Landlord shall have Tenant named as a
co-obligee on all contractor/manufacturer warranties that are applicable to
those portions of the Leased Premises and Landlord's Work (including equipment
and systems) that Tenant is obligated to maintain or repair under this Lease.

     2.4. Tenant's Allowance. In consideration of Tenant's execution of this
Lease, Landlord hereby grants to Tenant an allowance (the "Allowance") in an
amount equal to Three Hundred Thousand Dollars ($300,000) and any unused portion
of the $50,000 allowance Landlord has allowed for the installation of fifteen
(15) battery charging stations to be installed by Landlord as part of Landlord's
Work, which allowance shall be used by Tenant for labor, supplies and equipment
to install interior security, exterior security or both and a generator for the
Leased Premises and in the case of any of the $50,000 that is not used for
installation of the battery charging stations, battery chargers and racks
("Tenant's Work"), based upon a mutually agreed upon plans and specifications.
The Allowance shall include all costs associated with Tenant's Work, including,
without limitation engineering and other services and all governmental fees and
permits required. Any unused portion of the Allowance shall be used by Tenant
for any work necessary to prepare the Leased Premises for Tenant's use and
occupancy that is not included expressly in Landlord's Work or, at Tenant's
election, applied to payments of Base Rent. Landlord shall pay Allowance in full
to Tenant upon Tenant's installation and completion of Tenant's Work and receipt
of lien waivers from Tenant's contractors and vendors or, at Tenant's election,
Landlord shall pay the contractors and vendors directly. Upon installation,
Tenant's Work shall become the property of Landlord and remain in the Leased
Premises upon the expiration or termination of the Lease. Upon request from
Tenant's Representative from time to time, Landlord agrees to provide Tenant's
Representative with a then current accounting of actual and documented costs
uncured by Landlord for the Office Area in the Leased Premises to allow Tenant
to fully utilize its allowance for such Office Area.

                                  Article III.

                               Dispute Resolution

     3.1. Conference of Senior Representatives. The parties shall make good
faith efforts to resolve any dispute which may arise under this Construction
Addendum in an expedient manner. In the event, however, that any dispute arises,
either party may notify the other party of its intent to invoke the dispute
resolution procedure herein set forth by delivering written notice to the other
party. In such event, if the parties' respective representatives are unable to
reach agreement on the subject dispute within five (5) days after delivery of
such notice, then each party shall, within five (5) days thereafter, designate a
senior executive officer of its management to meet at a mutually agreed location
to resolve the dispute.

                                    EXHIBIT D


                                  Page 4 of 5

<PAGE>

     3.2. Arbitration. Subject to the dollar limitation set forth below,
disputes as to any work required to be performed by Landlord hereunder that are
not resolved within five (5) days by agreement between the designated executive
officers, may be submitted to arbitration if either party so elects, by
delivering written notice to the other party within five (5) days after the
expiration of such five (5) day period. In such event, the subject dispute shall
be resolved by arbitration in accordance with the Commercial Arbitration Rules
of the American Arbitration Association, subject to the requirement that a
single arbitrator unaffiliated with either party shall decide each matter in
dispute within ten (10) days of the date of his selection, based solely upon the
written statements of position submitted by each party and subject to the right
of Landlord to join in any such arbitration the Project Architect and any
contractor whose work is the subject of any such arbitration. The parties
consent to the jurisdiction of any appropriate court to enforce these
arbitration provisions and to enter judgments upon the decision of the
arbitration. Unless otherwise required by state law, arbitration shall be
conducted in Louisville, Kentucky. In the event of an arbitration, the losing
party shall pay the cost of arbitrator and the arbitration, but each party shall
bear its own attorneys' fees and costs in preparing for and participating in
such arbitration. Only those disputes described above that do not involve an
amount exceeding $150,000 shall be subject to mandatory arbitration pursuant to
this Paragraph 3.2, provided that in any arbitration between Landlord and
contractor, either Landlord or Tenant shall be entitled to require that Tenant
participate and be bound as a party-in-interest. No other disputes shall be
subject to arbitration. Without limiting the generality of the preceding
sentence, disputes as to the date of Substantial Completion shall not be subject
to mandatory arbitration hereunder.

                                    EXHIBIT D


                                  Page 5 of 5

<PAGE>

                                   SCHEDULE 1
                                       TO
                              CONSTRUCTION ADDENDUM

                              Shell and Core Work.

    See attached Outline Specification for 360,000 square foot building dated
                                 July 31, 2006.

                                    EXHIBIT D
                                   Schedule 1
<PAGE>

                                   SCHEDULE 1

                              OUTLINE SPECIFICATION

                                   240,000 SF

                           Global Port Business Center

                            BRIGHTPOINT SERVICES, LLC
                              Louisville, Kentucky

                                  July 31, 2006

<PAGE>

                                      INDEX

<TABLE>
<CAPTION>
SECTION                                                                     PAGE
-------                                                                     ----
<S>                                                                         <C>
1 - General Requirements ................................................     1
2 - Site Work ...........................................................     2
3 - Concrete ............................................................     3
4 - Masonry .............................................................     4
5 - Metals ..............................................................     4
6 - Carpentry ...........................................................     4
7 - Thermal and Moisture Protection .....................................     4
8 - Doors, Windows and Hardware .........................................     5
9 - Finishes ............................................................     5
10 - Specialties ........................................................     5
11 - Dock Equipment .....................................................     5
15 - Mechanical .........................................................     5
17 - Exclusions and Clarifications ......................................     6
18 - Tenant Improvement .................................................     7
</TABLE>

<PAGE>

1 - GENERAL REQUIREMENTS

     1.1  SUMMARY OF THE WORK

          A.   The work includes the completion of construction of a
               distribution building fit-up containing a total of 240,000 SF on
               an approximate 25 acre site in the Global Port Business Center.
               The building shell shall be constructed of load-bearing, painted,
               precast wall panels, interior steel columns, steel joists and
               girders, metal roof deck and a single-ply membrane 45 mil EPDM
               roof, Associated site work will include site and pad fill,
               grading, asphalt parking for approximately one hundred (150) cars
               and (20) truck trailer spaces.

     1.2  BUILDING FEATURES

          A.   Building Areas:   240,000 SF Structure
          B.   Clear Height:     32' under the bar joist minimum
          C.   Drive-in Doors:   Two (2) each 12' x 14' (in Brightpoint space)

     1.3  DESIGN CRITERIA

          A.   The building and tenant improvements shall be designed in
               accordance with these Outline Specifications.

          B.   All work will be in accordance with the requirements of all
               local, state and national codes and agencies having jurisdiction,
               and will be completed in a manner satisfactory to the Building
               Department of Jefferson County.

     1.4  PERMITS AND FEES

          A.   Landlord shall take out and pay for the building permit.

     1.5  DRAWINGS AND SPECIFICATIONS

          A.   Complete working, architectural, structural and site drawings and
               specifications shall be furnished by Landlord.

          B.   Complete design/build working drawings of the fire protection,
               plumbing, mechanical and electrical systems shall be furnished to
               the Owner for approval prior to the start of the building
               completion.

          C.   The drawings shall be prepared in accordance with the architect's
               and site designer's interpretation of the codes and regulations
               of all governing bodies, including ADA, Working drawings shall
               bear seal of architects and engineers licensed in the
               Commonwealth of Kentucky. Should a governing body require that
               changes be made to any phase of the building plans or
               specifications, as they were prepared and approved and permit
               issued, then an additional cost for said changes will be paid for
               by the Owner.

          D.   No deviations from the approved plans and specifications shall be
               permitted without authorization from the Owner.

     1.6  INSURANCE AND BONDS

          A.   The general contractor will carry State Workmen's Compensation
               liability insurance in an amount equal to $1,000,000 for injury
               to persons, and $500,000 for injury to property, $1,000,000
               automobile bodily injury and property damage, umbrella excess
               liability coverage of $7,000,000.

          B.   Louisville United, LLC shall provide the Builders Risk Policy.

     1.7  GENERAL

          A.   All material shall be new and of good quality. All work shall be
               performed in a professional, workmanlike manner in accordance
               with good and generally accepted practices.


                                        1

<PAGE>

          B.   Landlord shall provide temporary power, water, lighting, sanitary
               facilities, temporary field office, safety barriers, storage and
               trash removal as may be required during the completion of
               construction, and pay for all costs in connection with same,
               including their removal.

          C.   The Tenant shall assume responsibility for payment of all utility
               bills upon substantial completion of the completed facility.

          D.   The surrounding land shall be presented to the Tenant free of all
               rubbish and the building slab area left in broom clean condition.

     1.8  GUARANTEE

          A.   Landlord shall guarantee all work for a period of one (1) years
               from the date of substantial completion. All available equipment
               warranties shall be provided to the Tenant.

     1.9  SCHEDULE

          A.   Landlord shall maintain a bar chart progress schedule and will
               hold weekly meetings at the site with the Owner and primary
               subcontractors to review progress. Written progress reports with
               updated schedules and change requests will be submitted weekly.

     1.10 TESTING

          A.   Compaction testing shall be provided to ensure proper compaction
               of soil or fill in the building and parking areas.

          B.   Concrete test cylinders and appropriate slump tests shall be made
               for each concrete pour.

          C.   Copies of all test reports shall be provided to the Owner.

          D.   Paving thickness shall be verified by a testing lab.

          E.   All floor slab pours shall be tested.

2 - SITE WORK

     2.1  PAVING AND SURFACING (150 CARS - 20 TRAILER STORAGE)

          A.   Car parking (north lot) asphalt paving for 150 cars shall be 3"
               (2" of binder and 1" of surface) of compacted plant mix asphaltic
               concrete supported by 6" of compacted stone base material. Mix
               design shall comply with Kentucky Department of Transportation
               specifications.

          B.   Access roadways and truck maneuvering areas shall consist of 3"
               of binder and 1" of surface of compacted plant mix asphaltic
               concrete supported by 10" of compacted stone base material.

          C.   Concrete paving (both elevations) for the truck apron shall be 6"
               thick 4,000 p.s.i. concrete reinforced with mesh.

          D.   Handicap parking stalls shall be provided as required by local
               codes (at building occupancy).

     2.2  WALKS AND PAVERS

          A.   Sidewalks shall be 4" thick, 5'-0" wide concrete with a broom
               finish.

          B.   Poured concrete median curbs shall be provided at the car parking
               lot curb at the main entrance.

     2.3  SITE UTILITIES

          A.   Storm run-off shall sheet drain across the paved surface drainage
               ditches. Roof run-off shall be collected by an interior roof
               drain system and deposited in a pipe and catch basin system on
               the proper elevations.

          B.   Sanitary sewers shall be provided from the existing sanitary
               sewer line to the building at the East


                                        2

<PAGE>

               elevation.

          C.   Fire service line shall be provided from the property line to
               within the building fire pump room location.

          D.   Domestic water service line shall be provided from the property
               line to center of the building.

          E.   Electrical and telephone service conduits shall be brought
               underground to the building at the East elevation and terminated
               at the electrical room location.

     2.4  LANDSCAPING/SIGNAGE

          A.   An allowance is included to provide for Parking Lot Signage,
               seed, sod, trees, shrubs, plantings and irrigation for the
               building.

3 - CONCRETE

     3.1  MIX DESIGN

          A.   All concrete shall consist of proper proportions of Portland
               Cement, coarse aggregates, fine aggregates and clean water
               conforming to application of A.S.T.M. Standard Specifications.
               Concrete shall be fully protected against freezing weather.

          B.   A copy of the mix designs shall be provided to the owner.

     3.2  FOOTINGS AND FOUNDATIONS

          A.   The building foundations and columns shall be supported by
               continuous and spread footings bearing on engineered fill, as
               approved by the soils engineer.

          B.   Concrete footings, grade beams and foundation walls shall be
               reinforced with grade 60 reinforcing steel.

          C.   From finish grade to bottom of footing shall be 30". This
               dimension is the minimum allowed by local code.

     3.3  CONCRETE SLABS

          A.   The floor slab shall be a 6" thick (240,000 SF), 3500 p.s.i.
               concrete slab. Sawed 1/8" wide, control joists shall be provided
               on a maximum 16 x 16 grid pattern. FF50/FL30. A 6" stone base is
               provided below the slab.

          B.   3/4" diameter dowels shall be installed 24" o.c. in all
               construction joints. Keyways are not provided.

          C.   Floor sealer is provided. (14 cent(s) SF allowance) - Ashford
               formula or equal.

     3.4  PRECAST PANELS

          A.   The perimeter walls shall be load-bearing precast panels. The
               panels shall extend from the continuous footer to the joist
               bearing elevation.

          B.   The panels shall be grouted in place using a mixture of Portland
               Cement and sand.

4 - MASONRY

          A.   The 8" block pump room is provided to house the fire pump and
               electrical rooms.

5 - METALS

     5.1  STRUCTURAL STEEL

          A.   Structural steel shall be ASTM A36 or A572 fabricated and erected
               in accordance with the latest American Institute of Steel
               Construction Specifications. All structural steel shall have a
               shop coat of gray primer. Touch-up painting is included for steel
               joist and deck.

          B.   Columns shall be 10" tube columns.


                                        3

<PAGE>

     5.2  BOLTS AND BRACING

          A.   Steel connectors shall be A325 high strength bolts.

     5.3  STEEL JOIST

          A.   Joists shall be open web bar joist (Series "K"), manufactured in
               accordance with the specifications of the Steel Joist Institute.

          B.   Joists and steel framing shall be designed to support a total
               load of 40 PSF (20 PSF live + 20 PSF dead).

          C.   The bay spacing shall be 50" x 50" typically.

     5.4  STEEL DECK

          A.   Roof deck shall be 1 1/2", 22 gauge, Type B with white primer on
               one side manufactured in accordance with the Steel Deck Institute
               Specifications.

          B.   All deck shall be installed and attached in accordance with the
               engineer's specifications.

     5.5  MISCELLANEOUS STEEL

          A.   Emergency exit stairs are included as required by code and the
               warehouse and office areas.

          B.   One roof hatch and ladder is included.

6 - CARPENTRY

     6.1  BLOCKING

          A.   Roof blocking shall be treated as required.

7 - THERMAL AND MOISTURE PROTECTION

     7.1  ROOFING

          A.   The roofing membrane shall be a loose laid single layer of 45 mil
               EPDM unreinforced ballasted system.

          B.   Insulation shall be 3" (R-12.5).

          C.   Flashings shall be a prefinished metal (24 Gauge). All details
               shall comply with the manufacturer's requirements.

          D.   A fifteen (15) year "No Dollar Limit" Warranty is provided.

     7.2  WALL INSULATION/DEMIZING WALL

          A.   NOTE: The precast panels if used are insulated and no interior
               insulation is required.

          B.   A full height demising wall (drywall) shall be provided. The wall
               shall be finished and painted.

     7.3  CAULKING AND SEALANTS

          A.   Caulking shall be one part polyurethane Dymonic as manufactured
               by Tremco or equal. Color shall be similar to the adjacent
               material.

          B.   Panel joints shall be caulked on the exterior and interior face
               of all panel joints full height and around the exterior of all
               hollow metal door frames inside and out.

8 - DOORS, WINDOWS AND HARDWARE

     8.1  HOLLOW METAL DOOR FRAMES AND HARDWARE

          A.   Hollow metal doorframes shall be 16 gauge. Frames shall be welded
               as manufactured by Ceco or equal. (Best)


                                        4

<PAGE>

          B.   All materials, construction and installation shall conform to the
               Steel Door Institute Specifications,

          C.   All hollow metal doors and hardware is provided and installed
               under this contract.

          D.   All Glazed window openings are provided as outlined in the
               project plans.

9 - FINISHES

     9.1  PAINTING

          A.   The exterior surfaces of the concrete wall panels shall be
               painted with a (2) color paint scheme. The paint shall be a
               one-coat system. No interior painting is provided.

          B.   All exposed metals shall receive two coats of enamel paint.

          C.   All Interior columns shall be painted under this contract.

          D.   A five (5) year paint warranty is provided.

10 - DOCK EQUIPMENT

     10.1 OVERHEAD DOORS (42 EACH)

          A.   All overhead doors shall be 24 gauge prefinished metal
               sectional-type, insulated and shall include weather stripping as
               manufactured by Overhead Door Company or approved equal.

          B.   Forty-Two (42) 9'-0" wide x 10'-0" high vertical-lift manual
               truck dock doors are included. (No electrical doors are included)
               Bumpers are provided. Each door shall have a 5" X 30" vision
               light.

          C.   2" track is included. (25,000 Cycle Springs)

          D.   Two (2) 12'-0" x 14'-0" drive-in doors are provided. Electrical
               operators are not provided.

          E.   Z-Angle shall be provided at each door opening

     10.2 DOCK EQUIPMENT (25 EACH)

          A.   Mechanical-type dock levelers (7' x 8') are included, (#35,000)
               (Power AMP Model LMP Series)

          B.   Dock seals (Fairborn) are included (25 Each).

          C.   Dock locks are included (Power AMP - MAL)

          D.   The dock height shall be 48" above the truck apron measured at
               1'0" from the building.

          E.   A single retractable swing arm dock light is provided at each
               dock door (Kl040).

          F.   (25) Gateway manual bug screen roll-up screen doors are provided.

11- MECHANICAL

     11.1 PLUMBING

          A.   Single sanitary sewer line and domestic water line shall be
               installed.

          B.   The domestic water piping above ground will be Type "L" copper
               with soldered joints

          C.   Two (2) exterior freeze-proof hose bibbs shall be provided.

          D.   Domestic water, storm sewer, and sanitary sewer shall be provided
               from the local utility service locations to the building. Water
               and sewer system capacities shall be adequate to support the
               32-ft. high 240,000-sq.ft. building and tenant fit-up. All local
               utility connections and tap fees are included.

          E.   Gas is provided from the local utility tie-in to the buildings.
               Gas distribution piping, valves, and equipment is provided to all
               gas-fire equipment, in accordance with the appropriate edition of
               the Kentucky Mechanical code and NFPA.


                                        5
<PAGE>

     11.2 FIRE PROTECTION (ESFR)

          A.   A complete hydraulically calculated wet pipe ESFR sprinkler
               system shall be provided per NFPA guidelines throughout the
               Building.

          B.   A fire pump is included.

          C.   The warehouse piping will be exposed and have brass upright
               sprinklers.

          D.   To the extent allowed by the National Fire Protection Association
               (NFPA), provide Early Suppression-Fast Response (ESFR)
               sprinkling throughout the warehouse.

          E.   The entire facility including the loading dock shall be fully
               sprinkled in accordance with applicable publications of NFPA.

               ESFR sprinklers shall be designed based on the operation of 12
               heads, with a minimum 75 psi. end head pressure. The layout of
               the sprinkler systems should be closely coordinated with the
               structural, lighting, and mechanical layouts to prevent
               obstructions to the ESFR heads.

          H.   Entire system shall be designed, fabricated, installed, tested,
               and approved in accordance with the appropriate editions of the
               Kentucky building code, NFPA-13.

          I.   Complete shop drawings and hydraulic calculations will be
               submitted for approval.

     11.3 HEATING AND VENTILATION (BY DESIGN BUILD SUBCONTRACTOR) - (AIR
          ROTATION SYSTEM - RACK)

          A.   The warehouse shall be heated to 60 degrees F inside at
               0 degrees F outside of the Building. (2 ACH)

          B.   Gas piping shall be installed below deck.

12 - ELECTRICAL (BY DESIGN BUILD SUBCONTRACTOR)

     12.1 SERVICE

          A.   Service to building shall be underground. The power transformers
               will be sized and installed by the local utility company.

          B.   Tenant electric service distribution shall be brought from the L
               G & E transformer by use of 5" conduits provided under the shell.
               Tenant meter and service entrances shall be internally wall
               mounted. One (1) 1,500 amp service is included. Two panels 700
               amp and 800 amp.

          C.   An electrical system and the utility service shall be sized for
               the square footage specified for the facility. The main
               switchboard shall provide space for future feeders to serve the
               indicated future warehousing and manufacturing activities. The
               service voltage is 480/277, 3-phase, 4-wire, 60 cycles.

          D.   All switchboards at 460 V shall be NEMA Type 11, free standing,
               indoor, dead front in accordance with latest applicable NEMA, UL
               and NEC codes and standards.

          E.   Panel boards shall be designed to provide 25% spare capacity for
               future requirements. Panel boards shall have copper bus and
               bolt-on circuit breakers.

          F.   Transformer, Enclosures and pads as required are provided.

          G.   An allowance of $50,000 is provided for battery chargers (15)
               locations. Allowance includes ventilation, epoxy floring,
               electrical service, eyewash stations and engineering.

     12.2 POWER WIRING

          A.   Electrical distribution beyond the office and general warehouse
               requirements is not included.

     12.3 LIGHTING

          A.   The warehouse shall be illuminated to 35 F.C. Avg. (open
               warehouse plan)

          B.   Light fixtures shall be 1000 watt metal halide high bay.

          C.   All warehouse and exterior lighting shall be 480V. Wall packs
               400V and ballast 277V.

               a)   30-foot candles at 30 inches above floor.


                                        6

<PAGE>

               b)   Pump/Electrical Rooms - Fluorescent strip fixtures with T-8
                    lamps and electronic ballasts as required.

          D.   Fluorescent lighting fixtures to be Cooper lighting or approved
               equal.

          E.   Warehouse lighting shall be zoned and controlled from the switch
               gear location.

          F.   The exterior lighting (400 Watt) shall be controlled by a 24 hour
               time switch with auxiliary relay and manual/off/automatic
               selector switch. The System is to be energized and de-energized
               by photo electric control.

          G.   Exit and egress lighting is provided as required for the shell
               building.

          H.   Site lighting for parking, employee safety, security and
               operations is provided. Building mounted lighting is provided. (1
               F.C. average)

          I.   Wall packs are provided on all elevations.

          J.   All roof-mounted equipment shall be equipped with receptacles.
               Receptacles are to be GFI type.

          K.   Electrical power is to be provided for (1) external sign and
               landscaping control hook-up.

          L.   Fire alarm system and one (1) year of monitoring is provided

          M.   One (1) entrance sign feed to be provided.

          N.   Electrical power is provided to the battery charger (15 outlets).
               Note: Exhaust is provided.

     12.4 TELEPHONE

          A.   Telephone service entrance and spare conduit (two conduits total)
               shall be provided from the property line.

          B.   No telephone wiring or phone system is included.

13 - EXTERIOR FINISHES

     13.1 A.   Panels to be painted (2 colors)

          B.   Exterior hollow metal doors to match exterior panel paint scheme

          C.   Exterior glazing to be tinted set in factory finished frame

          D.   Overhead doors will be field painted to match the building color
               scheme

13 EXCLUSIONS AND CLARIFICATIONS AND ALLOWANCES

     13.1 DESIGN SERVICES

          A.   Landlord is responsible for all architectural, structural, civil
               engineering and design fees, as well as, consulting fees relating
               to the construction of the facility.

     13.2 ITEMS NOT INCLUDED IN LANDLORD'S SCOPE OF WORK

          A.   Telephone equipment and/or receptacles and wiring.

          B.   Skylights.

          C.   Interior color selection for tenants

          D.   Fire Alarm/Security systems or conduit for same.

          E.   Site Fire Loop.

          F.   Smoke vents or draft curtains

          G.   Painting of interior precast walls or structure.

          H.   Floor Caulking

     13.3 SPECIAL PROVISIONS

          A.   Louisville United, LLC shall provide for an allowance of $300,000
               for Interior and Exterior security/generator for the facility.


                                        7

<PAGE>

                                   SCHEDULE 2

<PAGE>

                               (ELECTRICAL PLAN)
<PAGE>

                                   SCHEDULE 3

                              OUTLINE SPECIFICATION

               8,500 SF Office/IT Room and Warehouse Improvements

                              $45 Per SF Allowance

                           Global Port Business Center
                       (Tenant Improvement Specifications)

                            BRIGHTPOINT SERVICES, LLC
                              Louisville, Kentucky

                                 July 31, 2006


                                        8

<PAGE>

1 - GENERAL REQUIREMENTS

     1.1  SUMMARY OF THE WORK

          A.   The work includes the construction of Office and warehouse
               upgrades (warehouse restrooms) within a 240,000 SF leasehold.

     1.2  BUILDING OFFICE & WAREHOUSE FEATURES

          A.   Column Spacing   50' x 50'
          B.   Lease            240,000 SF
          C.   Office Area      8,500 Office, Shipping and Receiving Office
                                ($45 SF)
          D.   Column Height    32 + under the bar joist
          E.   IT Room          (See Attachment)

     1.3  DESIGN CRITERIA

          A.   The office shall be designed by Louisville United, LLC in
               accordance with these Outline Specifications.

          B.   All work will be in accordance with the requirements of all
               local, state, and national codes and agencies having jurisdiction
               and will be completed in a manner satisfactory to the Building
               Department of Jefferson County, Kentucky.

     1.4  DRAWINGS AND SPECIFICATIONS

          A.   Complete working, architectural specifications shall be furnished
               by Louisville United for use on this project.

          B.   Complete working drawings of the fire protection, plumbing,
               mechanical and electrical systems shall be furnished.

          C.   The drawings shall be prepared in accordance with the architect's
               and site designer's interpretation of the codes and regulations
               of all governing bodies, including ADA. Working drawings shall
               bear seal of architects and engineers licensed in the State of
               Kentucky.

          D.   No deviations from the approved plans and specifications shall be
               permitted without authorization from Tenant.

2 - TENANT OFFICE AND WAREHOUSE FINISHES - GENERAL SPECIFICATION

     2.1  PARTITION

          A.   The main office exterior walls shall extend approximately 32'0"
               high shall be taped and spotted and painted on one (1) side only.
               Partitions shall be constructed of 5/8" metal studs on 24"
               centers and covered with 1/2 "drywall to a minimum of 9'0", and a
               maximum of 10' on the office side and full height on the
               warehouse side. All interior walls will be insulated for sound.
               Exterior walls insulated to ceiling grid.

          B.   Interior partitions are to consist of a minimum of three and
               five-eighttths inch (3 5/8") metal stud construction with minimum
               1/2-inch thick Gypsum wallboard on both sides floor to ceiling.
               Partitions to be taped, and painted with two (2) coats of
               semi-gloss textured paint.

     2.2  DOORS, FRAMES AND HARDWARE

          A.   Interior office doors shall be 3'0" x 7'0" x 13/4" solid core
               birch in hollow metal knock-down frames with Schlage "D" series
               hardware or equipment.

          B.   The following list of finish hardware is included as required:

                    -    Lock Sets

                    -    Passage Sets

                    -    Privacy sets

                    -    Kick Plates

                    -    Thresholds


                                        9

<PAGE>

                    -    Closures

                    -    Standard Hinges

                    -    Floor Stops

                    -    Push Plates

                    -    Door Sweep

     2.3  ACOUSTICAL CEILINGS

          A.   A total of 8,500 SF of suspended, 5/8" ceiling tiles and grid are
               included. Ceiling tiles are 2' x 4' Armstrong Second Look.

          B.   The suspended ceiling shall be insulated as needed with 6"
               fiberglass batts.

          C.   Ceilings in the office to be suspended lay-in ceilings, nine feet
               (9'-0") above finished floor.

     2.4  PAINTING AND STAINING

          A.   Solid Core Birch doors shall be factory stained color approved by
               tenant.

          B.   Hollow metal door frames shall receive two (2) coats of enamel
               paint.

          C.   Office Drywall partitions shall receive two (2) coats of flat
               latex paint. Office walls will be textured.

          D.   Restroom walls shall receive two (2) coats of washable semi-gloss
               paint. A four (4) foot ceramic tile wainscot will be installed on
               restroom walls.

     2.5  FLOOR COVERINGS (COLORS SELECTED BY TENANT)

          A.   Furnish and install carpet, type and color to be selected by
               Tenant. Carpet will be minimum twenty-six (26) ounce level loop
               and is to be furnished and installed.

          B.   Vinyl base shall be provided through out the office areas.

          C.   Ceramic is provided in the bathrooms.

          D.   A recessed entrance mat is provided in the reception and
               breakroom areas.

          E.   Raised floor and ramp in IT Room. Tenant to provide
               specifications. (See Attachment)

     2.6  EXTERIOR AND INTERIOR GLAZING

          A.   A double storefront door is provided at the entrance office.

          B.   In the interior office area as required fixed windows and sliding
               glass windows will be installed.

     2.7  RESTROOMS

          A.   Restrooms are sized and equipped to service the handicapped as
               needed. Floor drains are required in each restroom.

          B.   Toilet accessories include paper towel dispensers, soap
               dispensers, toilet paper holders, 17" x 30" mirror and grad bars.

          C.   Toilet partitions shall be provided and will be floor mounted and
               overhead braced with a baked enamel finish.

     2.8  PLUMBING/SPRINKLER SYSTEM

          A.   The plumbing fixtures as needed are:

                    -    Lavatories

                    -    Handicapped Toilets

                    -    Standard Toilets

                    -    Janitor Mop Sink

                    -    Drinking Fountain

                    -    Breakroom Sink

                    -    50-Gallon Gas Water Heater

                    -    Urinal

          B.   Sprinkler system within the office facility to be in accordance
               with all applicable codes and standards. Sprinklers will consist
               of semi-recessed sprinkler heads in the office area.

          C.   Toilets will be flushometer type.


                                       10

<PAGE>

          D.   FM 200 system (IT Room)

          E.   Emergency E-VAC System

     2.9  HVAC

          A.   Office areas to be heated and cooled with roof-mounted equipment.
               Systems designed to maintain 75 degrees inside when 98 degrees
               outside and heat to 60 degrees when 0 degrees outside. 330 cfm
               exhaust fans are to be included for all bathrooms and will be
               controlled at light switch. Exhaust fans in lunch room will be
               330 cfm with a timer.

          B.   Air Conditioning condensers shall be located on the roof.

          C.   Leibert Unit IT Room.

     2.10 OFFICE ELECTRIC AND LIGHTING CONTROL

          A.   Office Lighting with 2' x 4' Acrylic lay-in fixtures to average
               approximately 50 FC:

                    -    All areas and rooms will receive dual switching

                    -    Confereance Room will receive incandescent down lights
                         over conference table with dimmer control.

                    -    2-headed emergency/exit battery fixtures for egress per
                         local code.

                    -    ( ) Single Pole toggle switches (as required)

                    -    (10) 3-way Toggle Switches

          B.   Office Electrical Power and Distribution

                    -    (1) AMP 480 Volt panel

                    -    (1) KVA 480-120/208 Volt transformer

                    -    (1) AMP 120/208 Volt Panel

                    -    (Lot) Feeders for above

                    -    All computer receptacles will be on circuits dedicated
                         to computer equipment

                    -    (25) 20 AMP duplex receptacles

                    -    (1) 20 AMP double duplex receptacles

                    -    (5) Dedicated circuits for breakroom counter top
                         appliances (microwave, coffee maker and toaster, etc.)

                    -    Circuites in breakroom for refrigerator, dishwasher,
                         garbage disposal and three (3) vending machines.

                    -    (20) tele/data rough-in. (3/4" EMT from single gage box
                         to above assessable ceiling)

                    -    1 1/4" conduit from building telephone head in with 50
                         pair, CAT telephone cable to office computer room.

                    -    2" conduit from computer room punch down to above
                         assessable ceiling.

                    -    Power to RTU's

                    -    Power to one (1) gas hot water heater.

3 - EXCLUSIONS AND CLARIFICATIONS

     3.1  SERVICES/SIGNS

          A.   Landlord is responsible for all architectural, structural and
               civil engineering and design fees, as well as, consulting fees
               relating to the construction of the office.

          B.   Fire Alarms System monitoring by tenant.

     3.2  CASEWORK

          A.   The following work is provided:

               1.   One (1) base cabinet (lunch room)

               2.   Two (2) counter top (18 1f)

     3.3  PROVIDED BY TENANT

          A.   Additional signage for building, dock doors and interior.

          B.   Telephone equipment and/or receptacles and wiring.


                                       11

<PAGE>

          C.   Kitchen appliances and Vending Equipment

          D.   Furniture

          E.   Security systems and conduit for same.

          F.   UPS (Uninterrupted Power Supply) System.

          G.   Flagpoles.

          H.   Canopies for smoker areas.

          I.   Folding Partitions

          J.   Window Blinds


                                       12
<PAGE>

                                    EXHIBIT E

                       LEASE COMMENCEMENT DATE MEMORANDUM

     This Lease Commencement Date Memorandum ("MEMORANDUM") is made and entered
into as of this _______ day of _______, 2006, by and between LOUISVILLE UNITED,
LLC, a Kentucky limited liability company ("LANDLORD"), and BRIGHTPOINT
SERVICES, LLC, an Indiana limited liability company ("TENANT").

                                    Recitals

     A. Landlord and Tenant are parties to that certain Lease Agreement, dated
as of August 3, 2006 ("LEASE"), relating to the 240,000 rentable square feet
("LEASED PREMISES") within the building in the GlobalPort Business Park, located
at 6001 Global Distribution Way, Louisville, Kentucky ("BUILDING").

     B. Landlord and Tenant desire to confirm the Commencement Date (as such
term is defined in the Lease) and the expiration date of the Initial Lease Term
(as such term is defined in the Lease).

                                Acknowledgements

     Pursuant to Section 4(a) of the Lease and in consideration of the facts set
forth in the Recitals, Landlord and Tenant hereby acknowledge and agree as
follows:

     1. All capitalized terms not otherwise defined in this Memorandum will have
the respective meanings given them in the Lease.

     2. The Commencement Date under the Lease is __________________, 2006.

     3. The Initial Lease Term expires on ____________________, 2011, unless the
Lease is sooner terminated in accordance with the terms and conditions of the
Lease.

     4. Tenant must exercise its Extension Option by notifying Landlord thereof
no later than _______________, 2011.

     5. The Lease Term, if extended by the Extension Option, will expire on
_______________, 2016.

     6. This Memorandum may not be amended or modified unless signed by both
Landlord and Tenant.

     7. This Memorandum may be executed in any number of counterparts, each of
which will constitute an original document.


                                       E-1

<PAGE>

     IN WITNESS WHEREOF, each of the parties hereto has caused this Memorandum
to be duly executed as of the day and year first above written.

                                        Landlord:

                                        LOUISVILLE UNITED, LLC, a
                                        Kentucky limited liability company


                                        By:
                                            ------------------------------------
                                        Its:
                                             -----------------------------------


                                        Tenant:

                                        BRIGHTPOINT SERVICES, LLC, an
                                        Indiana limited liability company


                                        By:
                                            ------------------------------------
                                            J. Mark Howell, President


                                       E-2
<PAGE>

                                    EXHIBIT F

                                 ASSUMPTION NOTICE

                          [CLIENT OR TENANT LETTERHEAD]

                                 _________, 20__

VIA OVERNIGHT COURIER

[INSERT LANDLORD NOTICE ADDRESS]                  [INSERT TENANT NOTICE ADDRESS]

     Re: Lease Agreement by and between Louisville United, LLC ("Landlord") and
         Brightpoint Services, LLC ("Tenant") dated as of August __, 2006 (the
         "Lease")

Dear Sirs:

     This letter shall serve as the Assumption Notice (as defined in the Lease).
Please be advised that the Assumption Effective Date (as defined in the Lease)
is __________,_______ [INSERT DATE OF LETTER/DEPOSIT WITH OVERNIGHT COURIER].
Client (as defined in the Lease) hereby assumes all of Tenant's rights, duties
and obligations in, to and under the Lease accruing from and after said
Assumption Effective Date in accordance with the terms and conditions of Section
16(c)(i) of the Lease.

                                        Sincerely,

                                        [CLIENT OR TENANT NAME]


                                        By:
                                            ------------------------------------
                                        Printed Name:
                                                      --------------------------
                                        Title:
                                               ---------------------------------


                                       F-1

<PAGE>

                                    EXHIBIT G

                         SUBORDINATION, NON-DISTURBANCE
                            AND ATTORNMENT AGREEMENT


                                       G-1
<PAGE>

             SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

     THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT is made and
entered into this 3rd day of August, 2006, by and between JPMorgan Chase Bank,
N.A., a national banking association, whose address is 611 Woodward Avenue,
Detroit, Michigan 48226 (hereinafter called "Mortgagee"), Louisville United,
LLC, a Kentucky limited liability company, whose address is 7777 Glades Road,
Suite 201, Boca Raton, Florida 33434 (hereinafter called "Landlord"), and
Brightpoint Services, LLC, an Indiana limited liability company, whose address
is 501 Airtech Parkway, Plainfield, Indiana 46168 (hereinafter called "Tenant").

                                   WITNESSETH:

     The following is a recital of facts underlying this Agreement:

     Landlord is the owner and holder of fee simple title in and to certain real
property (the "Premises") located in the City of Louisville, County of Jefferson
and State of Kentucky, and more particularly described in Exhibit A attached
hereto. Landlord and Tenant have entered into a Lease Agreement dated August 3,
2006 (the "Lease"), covering 240,000 square feet of warehouse and office space
in the building located at 6001 Global Distribution Way, Louisville, Kentucky,
the legal description of which is set forth in attached Exhibit A.

     Mortgagee is the holder of a Mortgage (the "Mortgage") covering the
Premises granted by Landlord, as mortgagor, to Mortgagee, which Mortgage has
been recorded prior to the recordation of this Agreement.

     Mortgagee, Landlord and Tenant desire to establish certain rights,
safeguards, obligations and priorities relating to their respective interests in
the Premises.

     NOW, THEREFORE, in consideration of the mutual promises contained in this
Agreement, and other good and valuable consideration, the receipt and legal
sufficiency of which is hereby acknowledged, Tenant, Landlord, and Mortgagee,
intending to be legally bound, warrant, covenant and agree as follows:

     1. Provided Tenant is not in default under the terms and conditions of the
Lease beyond applicable notice and cure periods, then:

<PAGE>

     (a)  The right of possession of Tenant to the Premises and Tenant's rights
          arising under the Lease shall not be affected or disturbed by
          Mortgagee in the exercise of any of its rights under the Mortgage or
          the Note secured thereby, nor shall Tenant be named as a party
          defendant in any action to foreclose the lien of the Mortgage, unless
          required by law, nor in any other way be deprived of its rights under
          the Lease;

     (b)  If Mortgagee or any other person acquires title to the Premises
          pursuant to the exercise of any remedy provided for in the Mortgage or
          as a result of a default by Landlord thereunder:

          (i)  the Lease shall not be terminated or affected by any foreclosure
               or sale or by any such proceeding;

          (ii) Mortgagee hereby covenants that any sale by it of the Premises
               pursuant to the exercise of any rights and remedies under the
               Mortgage or otherwise shall be made subject to the Lease and the
               rights of Tenant thereunder; and

          (iii) Tenant covenants and agrees to attorn to Mortgagee or such
               person as its new landlord;

     (c)  In no event shall Mortgagee or such person be:

          (i)  bound by any payment of rent or additional rent made by Tenant to
               Landlord for more than one (1) month in advance;

          (ii) bound by any security deposit which Tenant may have paid to any
               prior landlord (including Landlord), unless such deposit is held
               in an escrow account available to Mortgagee;

          (iii) bound by any amendment or modification of the Lease made without
               the consent of Mortgagee (except as may be permitted by the
               Assignment of Leases of even date with the Mortgage executed and
               delivered by Landlord to Mortgagee);

          (iv) liable for any prior act or omission of any prior landlord
               (including Landlord) under the Lease; provided, however, this
               shall not preclude Tenant from pursuing its rights and remedies
               under the Lease against the landlord thereof on or after the date
               any Mortgagee or other person acquires title to the Premises for
               the matters occurring or accruing after such date;

          (v)  subject to any offsets or defenses which Tenant might have
               against any prior landlord (including Landlord); or

          (vi) bound by any provision in the Lease which obligates Landlord to
               erect or complete any building, to perform any construction work
               or to make any improvements to the Premises.


                                       -2-

<PAGE>

     2. Subject to the foregoing, the Lease and any option to purchase in favor
of Tenant contained therein shall be subject and subordinate to the lien of the
Mortgage and to all of the terms, conditions and provisions thereof, to all
advances made or to be made thereunder, and to any renewals, extensions,
modifications or replacements thereof. Notwithstanding the aforementioned or
anything contained herein to the contrary:

     (a)  In no event shall Tenant become liable for payment of any amounts due
          from Landlord to Mortgagee under the Mortgage or any other loan
          documents, nor shall Tenant become liable for performance of any other
          obligations of Landlord under the terms of the Mortgage and any such
          other loan documents as a result of the subordination of the leasehold
          estate of Tenant to the Mortgage.

     (b)  The subordination of the right of possession of Tenant to the
          Premises, Tenant's rights arising under the Lease, and Tenant's
          leasehold estate in the Premises to the lien of the Mortgage shall not
          subordinate in any way the rights of Tenant in and to any or all of
          Tenant's Property as defined in the Lease.

     3. The foregoing provisions shall be self-operative and effective without
the execution of any further instruments on the part of any party hereto.
However, Tenant agrees to execute and deliver to Mortgagee, or to any person to
whom Tenant herein agrees to attorn, such other instruments as either shall
reasonably request in order to effectuate said provisions.

     4. Upon execution hereof and from time to time upon written request by
Mortgagee (but not more than once each calendar year), Tenant shall certify to
Mortgagee to the extent true:

     (a)  It has accepted possession of the Premises fully and without
          reservation pursuant to the terms of the Lease and is currently in
          full occupancy thereof;

     (b)  All improvements and space required to be furnished according to the
          Lease have been completed in all respects;

     (c)  Landlord has fulfilled all of its duties of an inducement nature under
          the Lease;

     (d)  The commencement and expiration date of the term of the Lease and the
          date on which Tenant's obligation to pay rent commenced;

     (e)  The Lease is in full force and effect and has not been modified,
          altered or amended;

     (f)  Neither Tenant nor Landlord (to the best of the knowledge of Tenant)
          is in default under the Lease;

     (g)  Tenant has no offsets or credits against rentals due or to become due
          under the Lease;

     (h)  The full monthly rental prescribed in the Lease is being paid on a
          current basis in advance on the date for payment thereof specified in
          the Lease, and no rentals have been prepaid, except as provided by the
          terms of the Lease;


                                       -3-

<PAGE>

     (i)  Tenant has no notice of a prior assignment, hypothecation or pledge of
          the rents or the Lease; and

     (j)  There are no actions, whether voluntary or otherwise, pending against
          Tenant under the bankruptcy, insolvency or fraudulent conveyance laws
          of the United States or any state thereof;

provided, however, that Tenant may note any exceptions to the foregoing on such
certification.

     5. This Agreement may not be modified other than by an agreement in
writing, signed by the parties hereto or by their respective
successors-in-interest.

     6. This Agreement shall inure to the benefit of and be binding upon the
parties hereto, and their respective heirs, personal representatives, successors
and assigns.

     7. This Agreement shall be construed in accordance with, and governed by,
the laws of the Commonwealth of Kentucky.

     8. If this Agreement conflicts with the Lease, then this Agreement shall
govern as between the parties including upon any attornment pursuant to this
Agreement. This Agreement supersedes, and constitutes full compliance with, any
provisions in the Lease that provide for subordination of the Lease to, or for
delivery of nondisturbance agreements by the holder of, the Mortgage.
Notwithstanding anything contained herein to the contrary, Tenant does not waive
its rights and remedies against Louisville United, LLC, as landlord, for any
failure by Louisville United, LLC to observe or perform its covenants under the
Lease.

     9. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which together shall constitute one
and the same instrument.

     10. To the extent Landlord may not lease the Premises without Mortgagee's
consent, Mortgagee hereby gives its consent to the Lease. Mortgagee warrants and
represents to Tenant that it is at the time of the execution of this Agreement
the owner of the Mortgage and that the Mortgage has not been assigned.

     11. This Agreement, and all obligations of Tenant hereunder shall terminate
upon the release and satisfaction of the Mortgage and Landlord will promptly
notify Tenant of such release and satisfaction.

     12. If any action or proceeding is instituted to enforce the terms hereof,
the prevailing party in such action or proceeding shall be entitled to
reasonable attorneys' fees, costs and expenses of the prevailing party.

     13. Landlord represents and warrants to Tenant that there are no other
mortgages or collateral assignments of the Lease or rents in effect, other than
the Mortgage and if applicable, a separate assignment of leases and rents to
Mortgagee. Landlord further agrees that this Agreement shall constitute a
direction to and full authority to Tenant to pay all amounts due Landlord under
the Lease to Mortgagee without proof of the default and that Tenant is hereby


                                       -4-

<PAGE>

irrevocably authorized to rely upon and comply with (and shall be fully
protected in so doing) any notice or demand by Mortgagee for the payment to
Mortgagee of any amounts due to Landlord under the Lease, and Tenant shall have
no duty or obligation to inquire as to whether any default under the Mortgage
has actually occurred or is then existing.

     14. All notices required under this Agreement shall be deemed to be
properly served if delivered in writing personally or sent by certified or
registered mail with return receipt requested to Tenant and Landlord at the
mailing addresses set forth in the Lease and to Mortgagee at JPMorgan Real
Estate - Banking, Attention: David A. DeVictor, SVP & Michigan Market Manager;
611 Woodward Avenue, 3rd Floor; Detroit, Michigan 48226 or to any subsequent
address which any party may designate for such purpose. Date of service of a
notice served by mail shall be the date on which such notice is deposited with
the United States Postal Service.

     15. Each of the undersigned persons executing this Agreement represents and
certifies that he or she is a duly authorized officer or representative fully
empowered to act on behalf of his or her respective entity, and that all
necessary action for the execution of this Agreement and the performance of the
agreements contained herein has been taken and done by such entity.

                   [END OF TEXT. SIGNATURES ARE ON NEXT PAGE.]


                                       -5-

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Subordination,
Non-Disturbance and Attornment Agreement as of the day and year first above
written.

                                        Signed:

                                        JPMorgan Chase Bank, N.A., a national
                                        banking association


                                        By:
                                            ------------------------------------
                                        Its:
                                             -----------------------------------

                                        "Mortgagee"

                                        LOUISVILLE UNITED, LLC, a Kentucky
                                        limited liability company:


                                        By:
                                            ------------------------------------
                                        Its:
                                             -----------------------------------

                                        "Landlord"

                                        BRIGHTPOINT SERVICES, LLC, an Indiana
                                        limited liability company:


                                        By:
                                            ------------------------------------
                                            J. Mark Howell, President

                                        "Tenant"


                                       -6-
<PAGE>

                                    EXHIBIT A

                           DESCRIPTION OF REAL ESTATE

Land situated in the City of Louisville, County of Jefferson and Commonwealth of
Kentucky, being more particularly described as follows:

     BEING Lot 3 containing approximately 26.54 acres, as shown on Minor
     Subdivision Plat bearing docket No. 123-05, approved by the Louisville
     Metro Planning Commission on June 29, 2005, attached to instrument of
     record in Deed Book 8649, Page 710 in the Office of the Clerk of Jefferson
     County Kentucky.

     BEING a part of the property acquired by Louisville United, LLC by Deed
     dated June 30, 2005 of record in Deed Book 8649, Page 710.

<PAGE>

                                    EXHIBIT H

                             PERMITTED ENCUMBRANCES

     1.   State, Metro Government and School taxes, penalties which are not yet
          due and payable.

     2.   Acts done by Tenant or anyone claiming by, through or under Tenant.

     3.   The Declaration.

     4.   Conditions, stipulations, restrictions, building lines and easements,
          together with incidental rights, as set out in instrument of record in
          Deed Book 8649, Page 710 in the Office of the Clerk of Jefferson
          County, Kentucky and also as shown on the plat attached hereto.

     5.   Rights of others to use the drainage ditch shown on survey prepared by
          Gresham, Smith and Partners, dated December 5, 2005.

NOTE: FOR PURPOSES OF THIS LEASE, IN NO EVENT SHALL THE PERMITTED ENCUMBRANCES
INCLUDE ANY VIOLATION OF, OR PAST DUE SUMS UNDER, ANY OF THE FOREGOING
INSTRUMENTS, NOR ANY SUPPLEMENT, AMENDMENT OR OTHER CHANGE NOT EXPRESSLY
REFERENCED ON THIS EXHIBIT. NO REFERENCE IN THIS LEASE TO THE PERMITTED
ENCUMBRANCES RELIEVE LANDLORD OF ANY OF ITS OBLIGATIONS UNDER THIS LEASE.


                                       H-1

<PAGE>

                                    EXHIBIT I

               USES PERMITTED UNDER CURRENT ZONING CLASSIFICATION


                                       I-1
<PAGE>

(METRO LOUISVILLE JEFFERSON COUNTY LOGO)   PLANNING AND DESIGN SERVICES
                                           LOUISVILLE METRO GOVERNMENT

Jerry E. Abramson                                              Charles Cash, AIA
      Mayor                                                         Director

June 6, 2005

Gresham Smith and Partners
1400 National City Tower
Louisville, Kentucky 40202

Re: 5600 Fegenbush Lane
ZC# 120-05

I, Felicia Harper, Planning Technician, hereby certify the attached to be a true
and exact copy of the official Zoning District Map, as said map appears in the
Louisville Metro Planning Commission Office.

I further certify that the property outlined in yellow is zoned M-2, Industrial
Zoning District the property outlined in green is zoned R-4, Single Family
Residential and the subject site is in the SW, Suburban Workplace Form
Districts.

Attached copies of applicable zoning district regulations and form district
regulations as said documents appear in the records on file in the Metro
Louisville Planning Commission Office are also included for your review..


                                        /s/ Felicia Harper
                                        ----------------------------------------
                                        Felicia Harper

             444 South 5th St, Suite 300 Louisville, Kentucky 40202
                      - (502) 574-6230 - FAX (502)-574-8129
                          An Equal Opportunity Employer
                    "The Journey To Our Future Begins Today"


<PAGE>

                                (ALL FLOOR PLANS)

<PAGE>


                               ZONING INFORMATION

ADDRESS: 5600 FEGENBUSH LN
   DATE: JUNE 06, 2005

                          ZONING DISTRICT-FORM DISTRICT

CODE(S): R4-SW, M2-SW

                              PROPOSED SUBDIVISION

    NAME: NONE
DOCKET #: NA

                               CURRENT SUBDIVISION

NAME: NONE
PLAT: NA
TYPE: NA

                                FLOOD PRONE AREA

FEMA FLOODPLAIN OR FLOODWAY REVIEW ZONE: NO
FLOODPLAIN ORDINANCE REVIEW ZONE: NO

    MUNICIPALITY: LOUISVILLE
OVERLAY DISTRICT: NONE
  PLAN CERTAIN #: NONE
 ENTERPRISE ZONE: YES

(GRAPHIC)   COPYRIGHT(C) 2005,          (LOGO)   THE ZONING INFORMATION DEPICTED
            LOUISVILLE AND JEFFERSON             IS FOR GENERAL REFERENCE USE
            COUNTY METROPOLITAN SEWER            ONLY. PLANNING AND DESIGN
            DISTRICT (MSD).                      SERVICES DOES NOT WARRANT THE
            LOUISVILLE WATER COMPANY             ACCURACY OF THE ZONING DISTRICT
            (LWC), LOUISVILLE METRO              INFORMATION. XXXXX TO THE
            GOVERNMENT, AND JEFFERSON            "DATE OF PRINTING" AS SHOWN ON
            COUNTY PROPERTY                      THE MAP. CURRENT ZONING
            VALUATION ADMINISTRATOR              DISTRICT INFORMATION MAY BE
            XXXXX ALL RIGHTS                     OBTAINED FROM THE DIVISION OF
            RESERVED.                            PLANNING AND DEVELOPMENT
                                                 SERVICES, 444 SOUTH 5TH ST.,
                                                 SUITE 300, LOUISVILLE,
                                                 KY 40202-XXXXX.
                                                 (TELEPHONE 502-574-XXXXX)

<PAGE>

                                                                Chapter 2 Part 5
LDC                                                  Industrial Zoning Districts

2.5.2     M-2 INDUSTRIAL DISTRICT

          The following provisions shall apply in the M-2 Industrial District
          unless otherwise provided in these regulations.

          A.   Permitted Uses:

               Accessory uses or buildings: those uses allowed shall be
               subordinate, customary and incidental to the permitted primary
               uses, including retail sale, rental or repair of items
               manufactured or assembled on site. Any accessory structure must
               meet site and other requirements of this zone. Under no
               circumstances will uses appropriate only in the M - S zone be
               allowed in this zone as accessory uses.

               All uses permitted in the M-1 District

               Building materials (cement, lime, sand, gravel, lumber, and the
               like), storage and sales

               Bus garage and repair shop

               Exposition building or center

               Fairgrounds

               Flea market

               Lumber yards

               Railroad freight terminals and yards

               River terminals

               Storage yard or contractor's shop, including but not limited to
               building, electrical, HVAC, landscape, and plumbing contractors;
               outdoor storage of material and equipment permitted

               Training schools (industrial and vocational) including combustion
               engine schools

               Truck or transfer terminal, freight and motor freight and motor
               freight stations

               Truck (greater than two tons) and other heavy motor driven
               vehicles: sales, rental, repair and storage

               Warehouses, produce and storage

               Waterfront shipping

               Wholesale houses and distributors

               Wholesale markets (goods not contained in totally enclosed
               buildings)

          USES, MANUFACTURE, PROCESSING, TREATMENT, OR STORAGE OF THE FOLLOWING:

               Air conditioning, commercial

               Aircraft and aircraft parts

               Aluminum extrusion, rolling, fabrication, and forming

               Animal pound

               Apparel or other textile products from textiles or other
               materials, including hat bodies of fur, wool, felt, or similar
               products


MARCH 2006                    LAND DEVELOPMENT CODE                        2.5-5

<PAGE>

                                                                Chapter 2 Part 5
LDC                                                  Industrial Zoning Districts


               Assembly and repair of automobiles, bicycles, carriages, engines
               (new and rebuilt), motorcycles, trailers, trucks, wagons,
               including parts

               Athletic or sports equipment, including balls, baskets, bats,
               cues, racquets, rods, or similar products

               Baskets and hampers (wood, reed, rattan, and the like)

               Battery, storage (wet cell)

               Bedding (mattress, pillow, quilt), including rebuilding or
               renovating

               Boat manufacturing and repair

               Box and crate

               Carpet, rug, mat

               Clay, stone, glass products

               Coal and coke, storage and sales

               Concrete products (except central mixing and proportioning plant)

               Culverts

               Distilleries, breweries, and non-industrial alcoholic spirits

               Firearms

               Food processing, including chewing gum, chocolate, cocoa and
               cocoa products; condensed and evaporated milk, processing and
               canning; flour, feed and grain (packaging, blending, and storage
               only); food products except slaughtering of meat or preparation
               of fish for packing; fruit and vegetable processing (including
               canning, preserving, drying, and freezing); gelatin products;
               glucose and dextrine; malt products; meat products, packing and
               processing (no slaughtering); yeast

               Foundry products (electrical only)

               Furniture

               Grain blending and packaging, but not milling

               Hardware, products or tools, including bolts, brads, cutlery,
               door knobs, drills, hinges, household items, locks, metal casting
               (nonferrous), nails, needles and pins, nuts, plumbing appliances,
               rivets, screws, spikes, staples, tools (hand), or similar
               products

               Heating, ventilating, cooking, and refrigerating supplies and
               appliances

               Hosiery mill

               Household appliances, electrical and gas, including stoves,
               refrigerators, washing machines, clothes dryers, and similar
               products

               Ice, dry or natural

               Implements, agricultural or farm

               Ink manufacture (mixing only)

               Insecticides, fungicides, disinfectants, and related industrial
               and household chemical compounds (blending only)

               Iron or steel (ornamental), miscellaneous, fabrication or
               assembly, including steel cabinets, doors, fencing, metal
               furniture, or similar products; cleaning, grinding, heat
               treatment, metal finishing, plating, polishing, rust proofing,
               sharpening, or similar processes

               Machine, tool, die, and gauge shops

               Machine, tools, including metal lathes, metal presses,
               metal-stamping machines, wood-working machines, or the like

               Millwork and planing

               Motion picture equipment, commercial


MARCH 2006                    LAND DEVELOPMENT CODE                        2.5-6

<PAGE>

                                                                Chapter 2 Part 5
LDC                                                  Industrial Zoning Districts

               Paint and coating, except manufacturing gun cotton
               nitro-cellulose lacquers and reactive resin cooking

               Pencils

               Perfumes or perfumed soaps, commercial

               Plating, electrolytic process

               Plumbing supplies

               Poultry or rabbit, packing or slaughtering (wholesale)

               Pottery and porcelain products

               Pulp goods, pressed or molded (including paper-mache products)

               Rubber and synthetic-treated fabric products (excluding all
               rubber or synthetic processing) such as washers, gloves,
               footwear, bathing caps, atomizers, or similar products

               Safes and vaults

               Sheet metal products from metal stamping or extrusion, including
               containers, costume jewelry, pins and needles, razor blades,
               bottle caps, buttons, kitchen utensils, or similar products

               Shipping containers (corrugated board, fiber or wire-bound)

               Silverware, plate or sterling

               Textiles and fibers into fabric goods; spinning, weaving,
               knitting, manufacturing, dyeing, printing and finishing of goods,
               yarns, knit goods, threads, and cordage

               Tire re-treading and vulcanizing shop

               Tobacco (including curing) or tobacco products

               Those uses which are more similar in type and intensity to the
               above list of uses than to uses listed elsewhere in these
               regulations.

          B.   Conditional Uses:

               Certain uses may be permitted in this district upon the granting
               of a Conditional Use Permit by the Board of Zoning Adjustment.
               Refer to Chapter 4 Part 2 for a listing of uses and requirements
               that apply to specific uses.

          C.   Property Development Regulations

               Refer to the applicable Form District regulations in Chapter 5
               for lot size, setback, building height and other restrictions.

          D.   Maximum Density and FAR

               1.   Maximum Floor Area Ratio: ...........................    3.0

               2.   Maximum Density: ....................................   None


MARCH 2006                    LAND DEVELOPMENT CODE                        2.5-7

<PAGE>

                                                                Chapter 2 Part 5
LDC                                                  Industrial Zoning Districts

2.5.1     M-1 Industrial District

          The following provisions shall apply in the M-1 Industrial District
          unless otherwise provided in these regulations;

          A.   Permitted Uses:

               Accessory uses or buildings: those uses allowed shall be
               subordinate, customary and incidental to the permitted primary
               uses, including retail sale, rental or repair of items
               manufactured or assembled on site. Any accessory structure must
               meet site and other requirements of this zone. Under no
               circumstances will uses appropriate only in the M-3 zone be
               allowed in this zone as accessory uses

               Agricultural uses

               Automobile parking areas, public and private

               Auxiliary commercial uses: the following commercial uses shall be
               permitted only when subordinate and incidental to areas of
               existing industrial use:

               Branch offices of banks, savings and loans and similar financial
               Institutions

               Convenience grocery stores

               Credit unions

               Restaurants as permitted in the C-1 District

               Vehicle service stations or repair

               Contractor's shop, including but not limited to building,
               electrical, HVAC, landscape, and plumbing contractors, provided
               all operations are confined within a building

               Carting and light local deliveries

               Churches, parish halls and temples

               Dwellings, only in connection with bona fide agricultural
               operations, or as living quarters for bona fide caretakers and/or
               for watchmen and their families

               Greenhouses, wholesale

               Indoor paint ball ranges

               Laboratories, research, experimental or testing, but not
               including combustion type motor-testing

               Medical laboratories

               Office buildings, as accessory uses only

               Telecommunications hotels

               Temporary buildings, the uses of which are incidental to
               construction operations being conducted on the same or adjoining
               lot or tract, and which shall be removed upon completion or
               abandonment of such construction, or upon the expiration of a
               period of two years from the time of erection of such temporary
               buildings, whichever is sooner


MARCH 2006                    LAND DEVELOPMENT CODE                        2.5-1

<PAGE>

                                                                Chapter 2 Part 5
LDC                                                  Industrial Zoning Districts

               Warehouse, storage, including mini-warehouses

               Wholesale houses and distributors, provided the operation is
               enclosed in a building

          USES, MANUFACTURE, PROCESSING, TREATMENT, OR STORAGE OF THE FOLLOWING,
          PROVIDING ALL OPERATIONS PERMITTED, INCLUDING STORAGE, MUST BE
          CONFINED WITHIN A BUILDING (uses located totally within the caverns
          developed under a Conditional Use Permit for Underground Space shall
          be considered to meet the requirement of confinement within a
          building)

               Adhesives, excluding manufacturing of basic components

               Awnings, metal

               Beverage (non-alcoholic) manufacture

               Beverage, blending and bottling

               Blacksmith

               Bookbinding

               Broom and brush

               Button manufacture, except button blanks from shell

               Carbon paper and ink ribbons

               Carpenter, cabinet making, and pattern shops

               Chemicals (packing only)

               Clay products of handicraft nature including ceramics, pottery,
               tile (glazed), or similar products

               Cleaning and dyeing of garments, hats and rugs

               Clocks and watches

               Cloth products, including canvas, clothing, garments

               Computers and related equipment

               Cosmetics or toiletries

               Electronic measuring instrument and electrical control devices

               Electrical appliance and apparatus assembly (small), including
               fans, fixtures, hot-plates, irons, mixers, motion picture
               equipment (home), phonographs, radios, television sets, toasters,
               toys, or similar products, but not including electrical machinery

               Electrical supplies, including cable and wire assemblies,
               batteries (dry cell), insulation, lamps, switches, or similar
               supplies

               Flowers, artificial

               Food processing, including bakery products (wholesale), candy
               manufacture, coffee, tea, and spices (processing and packaging),
               creamery and dairy operations, ice cream manufacture, macaroni
               and noodle manufacture, oleomargarine (compounding and packaging
               only)

               Fur finishing and fur goods, not including tanning, dyeing

               Glass products from previously manufactured glass

               Hair, felt, or feather products

               Hat finishing and millinery from straw and other fibers

               Ink or ink ribbon, packaging

               Instruments, accessories and supplies used in medical diagnosis
               and treatment

               Jewelry

               Latex paints (water base)


MARCH 2006                    LAND DEVELOPMENT CODE                        2.5-2

<PAGE>

                                                                Chapter 2 Part 5
LDC                                                  Industrial Zoning Districts

               Leather products manufacture (no tanning operations), including
               shoes, machine belting, or similar products

               Luggage

               Machines, business, including accounting machines, calculators,
               card counting equipment, typewriters, or similar products

               Medical appliances, including braces, limbs, stretchers,
               supports, or similar appliances

               Motion picture production

               Musical instruments (including pianos and organs)

               Novelty products (from prepared materials)

               Optical equipment

               Paper products, including bags, boxes, bulk goods, containers
               (shipping), envelopes, interior packaging components, stationery,
               tubes, wallpaper, or similar products

               Pharmaceutical products (compounding only)

               Photographic equipment

               Plastic molding and shaping, excluding manufacturing of basic
               components

               Precision instruments

               Printing, publishing, engraving, including photo-engraving

               Scenery construction

               Sheet metal shops

               Signs and displays (non-metal)

               Soaps or detergents, including washing or cleaning powder or
               soda, packaging only

               Statuary and art goods, other than stone and concrete, including
               church art, figurines, mannequins, religious art, (excluding
               foundry operations)

               Stamp (hand), stencils, and brands

               Toys and games

               Trade and business schools

               Umbrellas and parasols

               Upholstery and furniture shops, wholesale

               Vehicles, children's, including baby carriages, bicycles,
               scooters, wagons, or similar vehicles

               Window shades, Venetian blinds, awnings, tarpaulins, and canvas
               specialties

               Wood products, including furniture, baskets, boxes, crates, or
               similar products, and copperage works (except copperage
               stockmill)

               Those uses which are more similar in type and intensity to the
               above list of uses than to uses listed elsewhere in these
               regulations.

          B.   Conditional Uses:

               Certain uses may be permitted in this district upon the granting
               of a Conditional Use Permit by the Board of Zoning Adjustment.
               Refer to Chapter 4 Part 2 for a listing of uses and requirements
               that apply to specific uses.


MARCH 2006                    LAND DEVELOPMENT CODE                        2.5-3
<PAGE>

                                                                Chapter 2 Part 5
LDC                                                  Industrial Zoning Districts

          C.   Property Development Regulations:

               Refer to the applicable Form District regulations in Chapter 5
               for lot size, setback, building heights and other restrictions.

          D.   Maximum Density and FAR

               1.   Maximum Floor Area Ratio:............................    2.0

               2.   Maximum Density:.....................................   None


MARCH 2006                    LAND DEVELOPMENT CODE                        2.5-4

<PAGE>

     5.2.5. Objection to the location of any proposed structure with reference
          to other Lots or other property in the vicinity;

     5.2.6. Objection to the grading or landscaping plan for any Lot;

     5.2.7. Objection to the color scheme, finish, proportions, style of
          architecture, height, bulk, or appropriateness of any structure;

     5.2.8. Objection to the number or size of parking spaces, or to the design
          of the parking area; or

     5.2.9. Any other matter which, in the judgment of the Committee, would
          render the proposed improvements or use inharmonious with the general
          plan for improvements or plan for improvement of the subject property,
          the Specific Plan, or the Design Guidelines which Declarant may
          promulgate from time to time, or with improvements located upon other
          Lots or other property in the vicinity.

     5.2.10. Failure to comply with the Specific Plan.

5.3. REVIEW FEE

     An architectural review fee shall be paid to the Committee at such time as
plans and specifications are submitted to it, based upon the following schedule:

     5.3.1. When the plans submitted are prepared by an architect, the
          architectural review fee shall be the sum of Two Hundred Fifty Dollars
          ($250.00);

     5.3.2. In all other cases, the architectural review fee shall be the sum of
          Five Hundred Dollars ($500.00);

     5.3.3. The schedule of review fees may be modified from time to time by the
          Committee to reflect changed circumstances such as inflation.

5.4. RESULT OF INACTION

     If the Committee fails either to approve or disapprove plans and
specifications submitted to it for approval within forty-five (45) days after
the same have been submitted, it shall be conclusively presumed that the
Committee has approved said plans and specifications; provided, however, that
if, within the forty-five (45) day period, the Committee gives written notice of
the fact that more time is required for the review of such plans and
specifications, there shall be no presumption that the same are approved until
the expiration of such reasonable period of time as is set forth in the notice.

5.5. APPROVAL

     The Committee may approve plans and specifications as submitted, or as
altered or amended, or it may grant its approval to the same, subject to
specific conditions. Upon approval or conditional approval by the Committee of
any plans and specifications, together with any conditions, shall be deposited
for permanent record with the Committee, and a copy of such plans and
specifications, bearing such approval together with any conditions, shall be
returned to the applicant submitting the same.


                                        9

<PAGE>

     5.5.1. Modifications/Additions/renovations, including but not limited to
          changes in color and texture of exterior finishes, changes in parking
          areas, curb cuts, lighting, signage, landscaping, drainage, etc., to a
          property shall require the prior approval of the Committee.

     5.5.2. Construction shall not begin prior to receipt of Committee approval,
          including receipt of the $500.00 Committee application fee or the
          $250.00 for architect completed plans as set forth in Sections 5.3.1
          and 5.3.2 hereinabove.

5.6. PROCEEDING WITH WORK

     Upon receipt of approval from the Committee pursuant to Section 5.5, the
Owner or Occupant, or both, to whom the same is given, shall, as soon as
practicable, satisfy any and all conditions of such approval and shall
diligently proceed with the commencement and completion of all approved
excavation, construction, refinishing, and alterations. In all cases, work shall
commence within one (1) year from the date of Committee approval, and if work is
not so commenced, approval shall be deemed revoked, unless the Committee,
pursuant to written request made and received prior to the expiration of said
one (1) year period, extends the period of time within which work must be
commenced.

     5.6.1. During construction, all Erosion and Silt Control measures shall be
          installed and maintained in accordance with applicable ordinances and
          regulations, and in accordance with best management practices as
          established and accepted by the Louisville and Jefferson County
          Metropolitan Sewer District, to protect adjacent properties and down
          stream properties (including retention and detention areas) and to
          maintain the integrity of the existing drainage system. The Owner is
          responsible for any damage to properties resulting from failure to
          meet this requirement.

5.7. COMPLETION OF WORK

     Any improvement commenced pursuant hereto shall be completed within one (1)
year of commencement of site disturbance on the Lot, except for so long as such
completion is rendered impossible, or unless work upon the proposed improvements
would impose a great hardship upon the Owner or Occupant to whom the Committee's
approval is given, due to strike, fire, national emergency, natural disaster, or
other supervening force beyond the control of Owner or Occupant. The Committee
may, upon written request made and received prior to the expiration of the one
(1) year period, extend the period of time within which work must be completed.
Failure to comply with this Section 5.7 shall constitute a breach of this
Declaration and subject the party in breach to the enforcement procedures set
forth in Article XI.

     5.7.1. Occupancy shall not take place until the Committee verifies that all
          checklist requirements have been met.

5.8. DECLARANT AND ARCHITECTURAL REVIEW COMMITTEE NOT LIABLE

     Declarant and the Architectural Review Committee shall not be liable for
any damage, loss, or prejudice suffered or claimed by any person on account of:

     5.8.1. The approval or disapproval of any plans, drawings, and
          specifications, whether or not in any way defective;

     5.8.2. The construction of any improvement, or performance of any work,
          whether or not pursuant to approved plans, drawings, and
          specifications; or

     5.8.3. The development of any Lot within Globalport Business Centre.


                                       10

<PAGE>

5.9. CONSTRUCTION WITHOUT APPROVAL

     If any improvement shall be erected, placed, or maintained upon any Lot, or
the exterior design thereof, or any new use commenced upon any Lot, other than
in accordance with the approval by the Committee pursuant to the provisions of
this Article V, such alteration, erection, placement, maintenance, or use shall
be deemed to have been undertaken in violation of this Declaration; upon written
notice from the Committee, any such improvement so altered, erected, placed,
maintained, or used upon any Lot in violation of this Declaration shall cease or
be amended so as to conform to this Declaration. Should such removal or
alteration or XXXXX or amendment of use not be accomplished within (30) days
after receipt of such notice, then the party in breach of this Declaration shall
be subject to the enforcement procedures set forth in Article XI.

ARTICLE VI. DEVELOPMENT STANDARDS

6.1. MINIMUM SETBACK

     No improvements of any kind, and no part thereof, shall be placed within
fifteen (15) feet of any street side property line adjacent to a street, or
within fifteen (15) feet of any interior property line, or within twenty (20)
feet of the rear property line or within those yard requirements as imposed by
the zoning requirements, whichever is greater.

6.2. LANDSCAPING

     Within ninety (90) days following completion of construction, or by the
date each improvement is occupied, whichever first occurs, each Lot shall be
landscaped and, if not waived by the Architectural Review Committee, irrigated
in accordance with the approved plans and specifications and in conformity with
Chapter 10 of the Land Development Code in effect in Louisville Metro, and the
Globalport Design Guidelines.

     After completion, the landscaping and, if not waived, irrigation shall be
maintained in a sightly and well-kept condition. If, in Declarant's, the
Association's, or the Architectural Review Committee's reasonable opinion, the
required landscaping and, if not waived, irrigation is not maintained in a
sightly and well-kept condition, Declarant, the Association, and/or the
Committee shall be entitled to the remedies set forth in Article XI.

6.3. SIGNS

     No sign shall be permitted on any Lot unless approved by the Committee in
writing. All signs must comply with the Globalport Master Development Plan and
the Globalport Business Centre Design Guidelines. All signage and identification
shall conform to all applicable governmental requirements and the Signage
Regulations of the Globalport Business Centre and be of such size, design,
color, and location as approved in writing by the Declarant. No freestanding
sign in front of any building shall be located in the required yard area.

     All corporate signage, interior directional signage and loading dock
designations shall be approved by the Architectural Review Committee. All
corporate signage shall match Globalport Business Centre monumental entry
details. Signs shall be a background wall of poured-in-place concrete with a
deep sand blasted texture. Corporate names and logos shall be raised letters in
color and style as selected by the Owner of the property. The corporate signage
shall be located in a landscape bed and shall be located in the front yard at a
distance from the road as determined by the Architectural Review Committee and
the Owner. Exterior signage shall not be mounted to the exterior of the building
on the outside perimeter. Tenant identifying signs may be mounted to the
exterior walls located in the interior of the development. These signs will be
illuminated


                                       11

<PAGE>

and shall not be visible from the roads. They are limited to 15 square feet or
as approved by the Architectural Review Committee. The directional tenant
signage at entry is to be located in the required front yard at a distance
determined by Architectural Review Committee. Background of this sign shall be
poured-in-place concrete with a deep sand blasted texture. Individual corporate
identification signs shall be marquis style. The marquis sign shall be set in to
the poured-in-place wall as prescribed by the Architectural Review Committee.
Tenant identification signage on marquis may be in the style and color
preference of the business. Corporate logos are acceptable. All signage must
comply with the Planning and Zoning Regulations for freestanding signs and they
shall be approved by the Architectural Review Committee in conformity with the
Architectural Review Committee signage information. These signs shall be
incorporated into landscape beds.

6.4. PARKING AREAS

     Off-street parking adequate to accommodate the parking needs of the Owner
or Occupant, and the employees and visitors thereof, shall be provided by the
Owner or Occupant of each Lot. The intent of this provision is to eliminate the
need for any on-street parking; provided, however, that nothing herein shall be
deemed to prohibit on-street parking of public transportation vehicles. If
parking requirements increase as a result of a change in the use of a Lot or in
the number of persons employed by the Owner or Occupant, additional off-street
parking shall be provided so as to satisfy the intent of this section. All
parking areas shall conform to the following standards:

     a.   Location and design of parking and loading:

          1. Side yard: all types of parking permitted, except that a 15 foot
     landscaped strip must be maintained at the property line and a 25 foot
     landscaped strip must be maintained along roadways unless waived in writing
     by Declarant.

          2. All employee and visitor parking is restricted to the premises.

          3. In parking lots of one acre or more, at least 5% of the area of the
     parking lot shall be devoted to landscaping within the interior of the
     parking area.

          4. All off-street loading berths and off-street parking areas, either
     at natural grade level or on a roof, shall be screened from all adjoining
     residentially zoned lots or residential uses by either (a) a strip of
     ground 10 feet in width on which shall be planted and maintained a
     continuous permanent landscaped screen of evergreen materials maintained in
     a healthy growing condition with a minimum of three feet in height above
     finished grade and an expected normal growth of at least five feet in
     height above finished grade or (b) an ornamental wall with a minimum height
     of four feet.

          5. Lighting facilities shall be required for all employee parking
     areas (no buildings). Luminaries on parking lots shall be arranged to
     reflect light away from adjacent residential uses.

6.5. STORAGE AND LOADING AREAS

     All storage, maintenance, and loading areas must be constructed and used in
accordance with plans approved by the Architectural Review Committee. All
storage, maintenance, and loading areas must be kept clean and in good condition
and repair.

     Exterior storage of raw materials or finished goods, vehicles or equipment
shall be screened from view of adjacent property and the road by a dense
evergreen hedge, wall or fence. The location of such storage areas and design of
the visual screen must be approved in writing by the Architectural Review
Committee. Temporary storage may be allowed in areas not designated for storage
or properly screened only upon written


                                       12

<PAGE>

approval by the Architectural Review Committee. This paragraph does not apply to
temporary storage of materials to be used in construction or expansion of plant.
Storage of junk or debris material is prohibited.

6.6. AESTHETIC CONFORMITY

     6.6.1. Lighting

          Exterior security or night lights to be installed on walls or poles
          shall be Lithonia Model number KFS2 with Type 4 refectory mounted on a
          24" bracket or equal. Alternative fixtures can be installed provided
          they are approved by the Architectural Review Committee. Alternate
          submittals should include metal halide lamp source, mounting height,
          foot lambers information, candela information and photometric
          plan/evaluation depending on mounting location. Indirect light level
          at the adjacent wall shall not exceed 350 foot lamberts. All exterior
          lights, including recessed cans and sign up lighting, shall use metal
          halide lamps.

     6.6.2. Overhead Doors

          Overhead doors shall not face roads without adequate landscape
          screening, fencing and/or earth berms.

     6.6.3. The exterior walls shall be a minimum of scored concrete blocks,
          tilt wall or precast wall on all exterior buildiing walls from ground
          line to gutter line.

ARTICLE VII. PROPERTY OWNERS ASSOCIATION

7.1. MEMBERSHIP IN ASSOCIATION

     Every Owner of a Lot shall be a member of the Globalport Business Centre
Owners Association, Inc. (the "ASSOCIATION"), the Articles of Incorporation
("ARTICLES") of which have been or will promptly hereafter be filed in the
office of the Secretary of State of Kentucky and in the office of the Clerk of
Jefferson County, Kentucky, and shall remain a member of the Association until
such time as its ownership of a Lot ceases for any reason. Each member shall
abide by the Association's Articles, Bylaws, rules and regulations, shall pay
the assessments provided for in this Declaration when due, and shall comply with
decisions of the Association's Board of Directors (the "BOARD"). Conveyance of a
Lot automatically transfers membership in the Association, and membership in the
Association shall be appurtenant to and may not bo separated from ownership of a
Lot. Membership in the Association shall not be transferred, encumbered, pledged
or alienated in any way, except upon the sale or encumbrance of the Lot to which
it is appurtenant, and then only to the purchaser (in the case of a sale) or
mortgagee (in the case an encumbrance) of such Lot. Membership in the
Association shall pass automatically to the purchaser upon transfer of title to
the Lot. A mortgagee shall not have membership rights in the Association until
such mortgagee becomes an Owner of a Lot by foreclosure or deed in lieu thereof.
Any attempt to make a prohibited transfer is void.

7.2. CLASSES OF MEMBERSHIP IN THE ASSOCIATION

     The Association shall have two (2) classes of membership:

     7.2.1. Class A Members. Class A members shall be all Owners of Lots,
          initially exclusive of Declarant, and shall be entitled to one vote
          for each acre in the Lot owned by that Class A member; provided,
          however, that until conversion of the Class B membership to Class A
          membership, as described in Section 7.2.2 below, the total votes among
          Class A members shall


                                       13
<PAGE>

          be adjusted proportionately so that the total percentage of the votes
          of the Class A members (except Declarant) equals 49% and that of the
          Declarant equals 51%.

     7.2.2. Class B Members. The Class B member shall be Declarant which shall
          be entitled to one vote, which vote shall in all events and upon all
          occasions be cast solely by Declarant as Declarant deems necessary
          and/or desirable in its sole discretion. The Class B membership shall
          cease and be converted to Class A membership upon the earliest to
          occur of the following events:

     a.   When, in its sole discretion, Declarant so determines;

     b.   When neither Declarant, nor any of its respective members, partners,
          stockholders or affiliated entities, owns any portion of the Property
          or any other real property made subject to, or intended to be made
          subject to, this Declaration; or

     c.   January 1, 2025.

     No member whether a Class A Member or a Class B Member shall be entitled to
vote during any period during which any assessment levied on the property of
that member is delinquent and, at any time that a member is not entitled to
vote, the votes otherwise derived from ownership by such member shall not be
included in the total number of votes of all members for purposes of determining
quorum or voting requirements.

ARTICLE VIII. RIGHTS, DUTIES AND OBLIGATIONS OF THE ASSOCIATION

8.1. DUTIES.

     In addition to the rights, duties and obligations enumerated in the
Articles and Bylaws, or otherwise as provided in this Declaration, and without
limiting the generality thereof, the Association shall have the following
rights, duties and obligations.

     8.1.1. Maintenance of Common Area.

     a.   The Association shall maintain, repair, replace, restore, operate and
          manage in a first class manner and condition all of the Common Area
          (as hereinafter defined), and all facilities, improvements, utilities
          and landscaping thereon, unless otherwise provided herein or in any
          Supplemental Declaration, and all property that may be acquired by or
          otherwise conveyed to the Association, or designated by Declarant as,
          or otherwise encumbered, under the jurisdiction or control of the
          Association, including, without limitation, lighting facilities and
          irrigation equipment and facilities, as determined by the Declarant
          and/or the Association.

     b.   For purposes of this Declaration, the term "Common Area" shall mean
          all personal property, all real property and improvements thereon, and
          any easement or interest therein, now or hereafter owned by or
          assigned to the Association by Declarant, and designed and/or intended
          for the common non-exclusive use or for the benefit of all or certain
          of the Owners of the Lots or for other purposes as may be permitted by
          this Declaration, or declared to be Common Area in this Declaration or
          any amendment hereto, or on any Plat for a Lot or Lots recorded with
          respect to any portion of the Property or any other real property made
          subject to this Declaration with the prior written consent of
          Declarant in its sole discretion, together with signature entrances,
          entry features, gates, gate houses and walls, signs erected by
          Declarant to identify Gobalport Business Centre, including, without
          limitation, any highway oriented signage whether or not the same also
          identifies all or certain Lot Owners and/or users located within
          Globalport Business Centre,


                                       14

<PAGE>

          and/or any improvements located therein, thereon and components
          thereof, and any of the foregoing, any special design or facilities,
          and any landscaping features, irrigation systems and lighting fixtures
          lying within public rights-of-way, even if lying outside the
          boundaries of the Property (such as landscaping and median strips) as
          shall be determined and/or designated by Declarant from time to time,
          and such similar items or property which may hereafter be added as
          Common Area by declaration of the Association and/or amendment of this
          Declaration, or pursuant to a Supplemental Declaration, regardless of
          whether any such items are capable of being legally described or lie
          within dedicated areas or XXXXX the Property. Declarant will endeavor
          to specifically identify (by recorded legal description, signage,
          physical boundaries, site plans or other means) the Common Area of the
          Property, but such identification shall not be required in order for a
          portion of the Property to be included as Common Area hereunder.
          Although a municipal or governmental agency or other entity of
          competent jurisdiction may assume the maintenance obligations of all
          or some of the Common Areas, and/or other areas of the Property
          dedicated or to be dedicated to public use, the Association may
          require and maintain a higher standard of maintenance to enhance the
          overall quality of the development of the Property. Common Area shall
          further include (1) all stations, crosswalks, storm drains, sewer
          mains and lift stations, basins, ponds and lakes, the responsibility
          for the maintenance, operation and repair of which has not been
          assumed to the satisfaction of Declarant by a municipal or
          governmental agency or authority or public or private utility, and (2)
          all areas designated by Declarant on the Plats for any portion of the
          Property as "buffer casements" "open space", "landscape easements",
          "maintenance easements", "entranceway and signage easements", and the
          like and reserved to the Association and/or Declarant, with their
          respective consent. The Association shall maintain, repair and, if
          necessary, replace all signature entrances, entry features, gates,
          gate houses and walls, and entrance and other signs identifying
          Globalport Business Centre and/or any of the improvements located
          therein, thereon or components thereof, including, without limitation,
          highway oriented signage, landscaping, plantings and irrigation
          systems, located within or upon the Common Area. The Association shall
          further maintain any portion of the main storm drain system for the
          Property which is not maintained by the Louisville & Jefferson County
          Metropolitan Sewer District ("MSD"), or another governmental authority
          or entity, or public or private utility, and which is located within
          Globalport Business Centre or within such other areas as are
          designated by Declarant and/or the Association. The Association shall
          accept title to any property, including any improvements thereon and
          personal property, transferred to the Association by Declarant, which
          constitutes Common Area. Property interests so transferred to the
          Association may include, without limitation, fee simple title,
          casements, leasehold interests and licenses to use, as Declarant deems
          appropriate. The Association and its officers, directors, employees
          and authorized agents, representatives and contractors shall have a
          reasonable right of entry and access upon any Lot (1) to make
          emergency repairs with respect to the Common Area, (2) to do other
          work reasonably necessary under this Declaration for the proper
          performance of its duties hereunder and the proper maintenance,
          operation, repair and replacement of the Common Area, and (3) to make
          any alterations required by any appropriate governmental agency or
          authority to the Common Area.

     c.   Sanitary Sewers, Pumping Facilities and Force Main. In connection with
          the development of the subject property, Declarant may construct one
          or more sanitary sewer lines, pumping facilities and force main. Such
          improvements shall be deemed to be Common Area for the common benefit
          of all Owners of the subject property notwithstanding the fact that
          they may be located on only one or two Lots in the subject property
          and each Owner agrees to contribute the maintenance costs thereof and
          allow the construction of pipes across such Owner's Lot in such
          location as Declarant deems appropriate notwithstanding the fact that
          such Owner may not


                                       15

<PAGE>

          directly benefit from such sanitary sewers, pumping facilities and
          force main. All sanitary sewers, pumping facilities and force main
          shall be privately owned, controlled and maintained by either the
          Declarant or the Association. Nothing in this Declaration shall be
          construed to attribute ownership or maintenance to the Louisville and
          Jefferson County Metropolitan Sewer District.

     d.   Detention Basins. In connection with the development of the subject
          property, Declarant may construct one or more storm water detention
          basins and pumping facilities. Such improvements shall be deemed to be
          for the common benefit of all Owners of the subject property
          notwithstanding the fact that they may be located on only one or two
          Lots in the subject property and each Owner agrees to contribute the
          maintenance costs thereof and allow the construction of pipes across
          such Owner's Lot in such location as Declarant deems appropriate
          notwithstanding the fact that such Owner may not directly benefit from
          such basins and pumping facilities. All storm water detention basins
          and pumping facilities shall be privately owned, controlled and
          maintained by either the Declarant or the Association. Nothing in this
          Declaration shall be construed to attribute ownership or maintenance
          to the Louisville and Jefferson County Metropolitan Sewer District.

     e.   Roadway and Access Easements.

          1. The Association shall maintain, repair and replace, if necessary,
     all streets and roadways within the Property dedicated for public use until
     such time as the same are accepted for public maintenance by a governmental
     agency or authority, and the same shall constitute a portion of the Common
     Area until so accepted, and regardless of whether such streets and roadways
     are accepted for public maintenance, the Association shall be responsible
     for planting, maintaining and replacing, to keep the same in a first class
     clean and attractive condition and repair, as part of the Common Area, such
     trees, foliage, landscaping and screening materials in, and upon the areas
     adjacent to, such streets and roadways, as Declarant or the Association
     deems necessary or appropriate. Also, if the Association or Declarant find
     that the maintenance of the roads themselves by governmental agencies or
     authorities is deficient, the Association may maintain the roadways.

          2. Certain portions of the Property may be established with the prior
     written consent of Declarant in its sole discretion as non-exclusive access
     easements, vehicular and/or pedestrian, for the benefit of the Association
     and/or some or all of the Lots and other portions of the Property, or other
     real property hereafter made subject to this Declaration, and/or for the
     benefit of property substantially adjacent to or in the vicinity of the
     Property as determined by Declarant, all of which non-exclusivc access
     easements, whether now or hereafter reserved, and the improvements thereon,
     shall be and constitute Common Area, and shall be maintained, repaired and
     replaced, if necessary, by the Association in a good and workmanlike manner
     to keep the same in first class repair and condition; provided, however,
     that such non-exclusive access easements may be maintained, repaired or
     replaced, if necessary, to keep the same in first class repair and
     condition pursuant to an agreement among the Owners of the affected Lots.
     To ensure the quality of the development of Globalport Business Centre,
     however, should Declarant or the Association determine in its respective
     sole discretion that the maintenance, including landscaping, of any
     non-exclusive access easement area which is to be maintained by the owners
     of the affected Lots pursuant to such an agreement, is not of a level at
     least commensurate with the standard of maintenance prevailing in the
     Common Area or other publicly dedicated areas of the Property, then the
     Declarant or the Association, as applicable, may notify the Owners of the
     affected Lots of its desire for a higher degree of maintenance. If the
     Owners of the affected Lots do not maintain such non-exclusive access
     easement areas to the prevailing standards after such notice, then
     Declarant or the Association, as applicable, may enter upon the easement
     areas and


                                       16

<PAGE>

     surrounding areas and maintain them to such desired standard. The cost of
     such maintenance may be charged by Declarant or the Association, as
     applicable, against the Owners of the affected Lots, and Declarant or the
     Association, as applicable, shall have a lien upon such Lots to secure the
     payment of its costs and expenses, including, without limitation,
     reasonable attorneys' fees and court costs, of equal priority to the lien
     for assessments provided for in Article IX below.

     f.   Lighting. The Association shall install, maintain, repair, and
          replace, if necessary, to keep the same in a first class condition and
          repair, such street and other signage and features, and lighting
          fixtures, as Declarant or the Association may deem necessary or
          appropriate for the entranceways, roadways, non-exclusive access
          easement areas and other Common Area of Globalport Business Centre,
          and shall maintain, repair and replace, if necessary, to keep the same
          in a first class condition and repair, such street and other signage
          and features, and lighting fixtures, as may now or hereafter be
          installed by Declarant or the Association.

     g.   Utilities. The Association shall pay for all utility services for the
          signage and features and lighting fixtures provided for in Section
          8.1.1(f) above, the Common Area, and for other property maintained or
          to be maintained by the Association.

     h.   Taxes. The Association shall pay all real and personal property taxes
          and assessments for any property owned in fee by the Association.

     i.   Insurance. The Association shall maintain such policy or policies of
          casualty, liability and other insurance as the Association deems
          necessary or desirable from time to time and subject to the reasonable
          availability of such coverage.

     j.   Discharge of Liens. The Association may discharge by payment, if
          necessary, any mechanic's lien or similar lien against the Common Area
          not authorized or permitted by the Association, and assess the cost
          thereof to the member or members of the Association responsible for
          the existence of said lien, if any, and/or may pursue such other
          remedies as may be available at law or in equity.

     k.   Assessments. The Association shall fix, levy, collect and enforce
          assessments as set forth in Article IX hereof.

     l.   Payment of Expenses; Borrowings. The Association shall pay all
          expenses and obligations incurred by the Association in, and may
          borrow such money as is reasonably necessary to permit the conduct of
          its business and performance of its duties under this Declaration, and
          the Articles and Bylaws of the Association. Such expenses and
          obligations shall include, without limitation, all licenses, taxes and
          governmental charges levied or imposed against the property of the
          Association and/or the Common Area.

     m.   Enforcement. The Association shall enforce the provisions of this
          Declaration; provided, that Declarant shall have the right, but not
          the obligation, to enforce the provisions of this Declaration in their
          respective sole discretion.

8.2. POWERS

     In addition to the powers enumerated in the Articles and Bylaws of the
Association or elsewhere provided for in this Declaration, and without limiting
the generality thereof, the Association shall have the following powers:


                                       17

<PAGE>

     8.2.1. Utility Services and Facilities. The Association shall keep all
          utilities, including, without limitation, storm drains, sewers, access
          ways, roadways, and lighting appurtenant thereto, on or within the
          Common Area, which are not maintained to the satisfaction of Declarant
          by the County of Jefferson, Kentucky, or another governmental
          authority or entity, or by public or private utility companies, in a
          state of good condition and repair consistent with the standard of
          quality of said facilities upon original installation. Such repairs
          shall be made at the expense of the Association.

     8.2.2. Manager. The Association shall have the authority to employ a person
          or persons, and contract with independent contractors and/or managing
          agents, to perform all or any part of the duties and responsibilities
          of the Association.

     8.2.3. Adoption of Rules. The Association may adopt rules and regulations
          not inconsistent with this Declaration relating to the use of the
          Common Area and all facilities thereon, and the conduct of Owners of
          Lots and their tenants, invitees and guests with respect to the Common
          Area. Each Lot Owner will comply, and cause compliance of their
          tenants, invitees and guests, with such rules and regulations.

     8.2.4. Access. For the purpose of performing the maintenance and other
          obligations authorized and/or required by this Declaration, or for any
          other purpose reasonably related to the performance by the Declarant,
          the Association of their respective responsibilities, Declarant's and
          the Association's employees, authorized agents and representatives,
          managers and/or contractors shall have the right, after reasonable
          notice to the Owner thereof of not less than twenty-four hours (except
          in an emergency), to enter any Lot at reasonable hours; provided,
          however, this power does not include a right to enter the interior of
          buildings constructed on any Lot.

     8.2.5. Dedication. The Association shall have the power to dedicate, sell
          or transfer all or any part of the Common Area to a public agency or
          authority or public or private utility company for such purposes and
          subject to such conditions as may be agreed to by the members of the
          Association then eligible to vote. Unless a transfer is ordered by a
          court of the Commonwealth of Kentucky having competent jurisdiction,
          no such dedication or transfer shall be effective unless an instrument
          has been signed or approved by a majority of the members of the
          Association then entitled to vote, agreeing to such dedication, sale
          or transfer.

     8.2.6. Delegation. The Association shall have the power to delegate its
          authority and powers to committees, officers or employees of the
          Association, or to a manager employed by the Association.

     8.2.7. Power to Acquire Property and Construct Improvements. In addition to
          property received from Declarant, the Association may acquire property
          or interests in property for the common benefit of Lot Owners,
          including improvements thereon and personal property. The Association
          may construct improvements on property and may repair, maintain,
          remodel and demolish improvements. Without limiting the generality of
          this power, the Association may acquire and maintain a centralized
          detention or retention area for the benefit of less than all the Lots.

     8.2.8. Power to Provide Special Services for Lot Owners. The Association
          shall have the right, power and authority to provide services to a Lot
          Owner or a group of Lot Owners. Any service or services to a Lot Owner
          or a group of Lot Owners shall be provided pursuant to a Supplemental
          Declaration or pursuant to an agreement in writing between the
          Association and such Lot Owner or group of Lot Owners. Any arrangement
          for the rendering of such services shall provide for


                                       18

<PAGE>

          payment to the Association by such Lot Owner or group of Lot Owners of
          the reasonably estimated expenses of the Association of providing such
          services, including a fair share of the overhead expenses of the
          Association, and such other amounts as the Association deems proper,
          and shall contain reasonable provisions assuring that the obligation
          to pay for such services shall be binding upon any heirs, personal
          representatives, successors and assigns of the Lot Owner or group of
          Lot Owners and that the payment for such services shall be secured by
          a lien on the property of the Lot Owner or group of Lot Owners.

     8.2.9. Easements. The Association shall have the right, power and authority
          to grant permits and licenses, as well as easements for access,
          utilities, drainage, water facilities and other matters, in, on, over,
          across or under the Common Area, as may be reasonably necessary or
          useful for the proper maintenance, operation and repair of the Common
          Area and/or the development of Globalport Business Centre.

     8.2.10. Borrowing. The Association shall have the right, power and
          authority to borrow money and to encumber all or any part of the
          Common Area as security for such borrowing.

ARTICLE IX. ASSESSMENTS

9.1. ASSESSMENTS; CREATION OF THE LIEN AND PERSONAL OBLIGATION

     Each Owner of a Lot, by accepting a deed for the Lot, whether or not it
shall be so expressed in the deed, covenants and agrees to pay to the
Association annual assessments or charges, such assessments to be established
and collected as provided in this Article. The annual assessments, together with
interest and costs and reasonable attorneys' fees and court costs incurred in
the collection of same, shall be a continuing lien upon the Lot against which
each such assessment is made. Each such assessment, together with interest and
costs and reasonable attorneys' fees and court costs incurred in the collection
of same, shall also be the personal obligation of the Owner of the Lot at the
time when the assessment fell due, and shall pass jointly and severally also to
the Owner's successors in title whether or not expressly assumed by them. Upon
the purchase of a Lot, the Owner thereof shall, unless waived by Declarant, pay
to the Association an appropriately prorated portion of the assessment for the
year of the conveyance. No Lot Owner shall be entitled to receive a refund of
any assessment or other sum paid to the Association pursuant to this Declaration
as a result of any sale or conveyance of such Lot Owner's Lot.

9.2. PURPOSE OF ASSESSMENTS

     The assessments levied by the Association shall be used exclusively to
promote the health, safety and welfare of its members and for the other purposes
as contemplated by this Declaration, and in particular for the acquisition,
improvement and maintenance of properties, services and facilities devoted to
this purpose (including, without limitation, the Common Area), the cost of
repairs, replacements and additions, the cost of labor, equipment, utility
services, materials, management and supervision, the procurement and maintenance
of insurance, the establishment of adequate reserves for major capital
expenditures, the employment of attorneys and other professionals to represent
the Association when necessary, and such other needs as may arise in connection
with the performance by the Association of its rights, duties and obligations as
contemplated by this Declaration, the Articles and the Bylaws of the
Association.

9.3. ANNUAL ASSESSMENT

     9.3.1. Assessment. The Association shall annually assess each Lot Owner its
          proportionate share, determined as set forth below, of the estimated
          costs of the Association for the assessment year


                                       19

<PAGE>

          (such amount being hereinafter referred to as an "ANNUAL ASSESSMENT"),
          which Annual Assessment shall be paid by such Lot Owner by the date
          specified by the Association, without benefit or right of set-off and
          regardless of challenge. The assessment year shall be fixed from time
          to time by the Association and specified in the Bylaws of the
          Association or a resolution of the Board of Directors of the
          Association.

     9.3.2. Method.

     a.   Annual Assessments shall be determined on an acreage basis, by taking
          the total acreage of an Assessable Lot divided by the total acreage of
          all Assessable Lots, and multiplying that quotient by the estimated
          costs and expenses of the Association for the applicable assessment
          year. An "Assessable Lot" is a Lot subject to this Declaration.

     b.   Assessable Lots that are owned by Declarant or any of its respective
          related or affiliated entities as determined and elected by Declarant
          ("Declarant Lots"), shall be included as Assessable Lots for
          determining the total acreage of Assessable Lots, and Declarant, or
          any of its respective related or affiliated entities as determined and
          elected by Declarant shall be responsible for the payment of
          assessments against Declarant Lots.

     c.   The acreage of each Assessable Lot shall be determined by reference to
          the acreage of each such Assessable Lot as specified on a Plat
          therefor, or as otherwise certified to the Board by a licensed
          Kentucky land surveyor acceptable to the Association, and shall
          include all Common Area lying on such Assessable Lot.

     d.   Any Lot which becomes an Assessable Lot after the commencement of an
          assessment year shall be subject to a prorated annual assessment based
          upon the ratio of the number of days remaining in the assessment year
          to the total days in the assessment year, times the total annual
          assessment applicable to that Assessable Lot.

     9.3.3. Modification. If assessments levied by the Association shall prove
          in the reasonable judgment of the Board of Directors of the
          Association to be insufficient for the payment of the estimated costs
          and expenses of the Association with respect to the period so
          assessed, the Association shall be entitled to so notify all Owners of
          Assessable Lots, and to assess against each Assessable Lot a
          supplemental amount sufficient to cover such revised estimate by the
          Association of the costs and expenses of the Association for any
          assessment year. Such supplemental amounts shall be paid by the Lot
          Owners without benefit or right of set-off and regardless of
          challenge. The due date for payment of any annual assessment shall be
          as specified from time to time in the Bylaws of the Association, and
          the due date of payment of any supplemental assessment shall be as
          specified in the resolution of the Board of Directors of the
          Association authorizing such supplemental assessment, but not earlier
          than thirty (30) days after the sending of notice to the Lot Owners
          such supplemental assessment.

     9.3.4. Statement. On or before one hundred twenty (120) days after the end
          of an assessment year, the Association shall deliver to each
          Assessable Lot Owner a statement of the aggregate costs and expenses
          of the Association (including such reserves as established by the
          Board of Directors of the Association in its sole discretion) for the
          previous assessment year (the "Expense Statement"). If, after the end
          of an assessment year, such costs and expenses of the Association for
          such year are (i) greater than the aggregate amount of assessments for
          such period, the Association shall so notify the Assessable Lot Owners
          of such shortfall, and each Assessable Lot Owner shall pay to the
          Association, within thirty (30) days after the sending of such
          statement,


                                       20

<PAGE>

          its appropriate share of such deficiency, or (ii) less than the
          aggregate amount of assessments for such period, the Association shall
          retain such overpayment as a reserve for purposes of discharging its
          obligations hereunder. The failure of the Association to provide the
          statement required to be furnished under this Section 9.3.4 shall not
          relieve the Assessable Lot Owners of any of their obligations under
          this Declaration.

     9.3.5. Right to Review. Each Assessable Lot Owner shall have the right,
          upon thirty (30) days prior written notice delivered to the
          Association within thirty (30) days after such Assessable Lot Owner's
          receipt, or deemed receipt, whichever is earlier, of the Expense
          Statement (such notice being hereafter referred to as the "Audit
          Notice"), to require the Association to make available its books and
          records relating to the costs and expenses for the assessment year
          covered by the Expense Statement to an independent certified public
          accountant retained by the Assessable Lot Owner and reasonably
          acceptable to the Association (the "CPA"), for inspection and audit;
          provided, if the Assessable Lot Owner is the employer of persons
          charged with the accounting and bookkeeping responsibilities of Owner
          and trained in accounting, such employee may undertake the task of
          review of the books and records relating to the costs and expenses for
          the assessment year. Should such inspection and audit by the CPA, or
          other accounting personnel, disclose that the Assessable Lot Owner
          delivering the Audit Notice has overpaid any assessment or other
          amount due to the Association, such overpayment shall be retained by
          the Association as a reserve and the overpaying Assessable Lot Owner
          shall be entitled to a credit in the amount to such overpayment
          against the next assessment or other amount due and payable to the
          Association pursuant to this Declaration. Notwithstanding the
          foregoing, if the inspection and audit provided for shall not have
          been conducted by a CPA, the Association, if in disagreement with the
          results of the inspection and audit, may retain a CPA for verification
          purposes whose final determination shall govern. Notwithstanding any
          dispute or challenge, or the delivery of Audit Notice, with respect to
          any Expense Statement or amounts due and payable to the Association,
          each Assessable Lot Owner shall pay to the Association, without
          benefit or right of set-off and regardless of challenge, all
          assessments levied by, and all other amounts due to, the Association,
          pending resolution of any such dispute. Each Expense Statement
          furnished pursuant to this section, and the books and records of the
          Association, shall be deemed final and not subject to any dispute,
          challenge or question, if the Audit Notice is not delivered to the
          Association with the thirty (30) day period as provided above.

9.4. EFFECT OF NONPAYMENT OF ASSESSMENTS; REMEDIES OF THE ASSOCIATION

     Any assessment or any other amount due to the Association not paid by the
due date shall bear interest from the due date at a rate of interest established
from time to time by the Association, which rate shall not exceed the maximum
legal rate. The Association may bring an action at law against the Lot Owner
personally obligated to pay the assessment and other amounts due, all of which
unpaid assessments and other amounts due shall constitute a charge on and lien
against the applicable Lot, and/or the Association may foreclose the lien
against the Lot and improvements thereon, and interest, costs and reasonable
attorney fees and court costs of such action or foreclosure shall be added to
the amount of the assessment or other amount due. No Lot Owner may waive or
otherwise escape liability for its assessments by claiming nonuse of, or no
benefit from, the Lot or the Common Area.

9.5. SUBORDINATION OF THE LIEN TO FIRST MORTGAGE

     The lien of the assessments provided for in this Declaration shall be
subordinate to the lien of any pre-existing valid and bona fide first mortgage
to a financial institution. Sale or transfer of any Lot shall not affect the
assessment lien or other liens provided for in this Declaration.


                                       21
<PAGE>

9.6. MAINTENANCE CHARGES

     From and after the date of purchase of an unimproved Lot until construction
has begun and is continuing without interruption of a substantial commercial
building approved under, and otherwise in compliance with, this Declaration,
Declarant shall have the right, but not the obligation, to perform all normal
maintenance activities on the Lot which Declarant deems necessary, including
without limitation mowing. Each Owner of such an unimproved Lot, other than
Declarant shall, at Declarant's option, be charged for such costs ("Maintenance
Fee"). The Maintenance Fee shall be paid within ten (10) days of demand by
Declarant, and shall bear interest from the due date thereof until paid at a
fixed rate of twelve percent (12%) per annum, or such lower rate as may
constitute the maximum rate then permitted by applicable law, and shall,
together with all interest accrued and unpaid thereon, and all costs of
collection incurred in connection therewith, including without limitation court
costs and reasonable attorney fees, constitute a charge and lien on the Lot in
favor of Declarant to secure the payment of such amounts, which lien shall be of
equal priority to the lien for assessments provided for in this Article IX and
may be enforced and foreclosed by all means available at law or in equity.

ARTICLE X. MODIFICATION AND APPEAL

10.1. PROCEDURE

     Except as otherwise provided in Sections 10.2 and 10.3, this Declaration or
any provision hereof, or any covenant, condition, or restriction contained
herein, may be terminated, extended, modified, or otherwise amended, as to the
whole of the subject property or any portion thereof, with the written consent
of the Owners of fifty-one percent (51%) of the subject property, based upon the
number of square feet owned as compared to the net acreage subject to these
covenants, conditions, and restrictions; provided, however, that so long as
Declarant owns at least five percent (5%) of the property subject to these
covenants, conditions, and restrictions, no such termination, extension,
modification, or other amendment shall be effective without the written approval
of Declarant. No such termination, extension, modification, or other amendment
shall be effective until a proper instrument in writing has been executed,
acknowledged, and recorded.

10.2. MODIFICATION BY DECLARANT

     For so long as Declarant owns any interest (excepting for a leasehold
interest) in the subject property or any part thereof, or for a period of
twenty-five (25) years from the effective date hereof, whichever period is
shorter, Declarant acting alone may modify or amend the provisions of this
Declaration; provided, however, that (i) any such modification or amendment must
be within the spirit and overall intention of the development as set forth
herein; (ii) Declarant obtains any approval prior to any such modification or
amendment where such approval is required; and (iii) any modification or
amendment shall not provide for any type of improvements or use not presently
permitted by this Declaration. Such modification or amendment shall be effective
until a proper instrument in writing has been executed, acknowledged, and
recorded.

10.3. APPROVAL OF CERTAIN AMENDMENTS

     Any amendment or modification to this Declaration affecting the maintenance
obligations of the Declarant, the Association, or any Owner, or which seeks to
dissolve the Association or Architectural Review Committee or otherwise
materially modify any of the obligations, duties imposed or required by the
Specific Plan of Globalport Business Centre shall require the prior written
approval of the Louisville Metro Planning Commission, or authorized committee
thereof.


                                       22

<PAGE>

10.4. GOVERNMENTAL REGULATION

     All valid governmental enactments, ordinances. Binding Elements or
Conditions of Approval, the requirements of the Planned Employment Center zone
and other regulations whichever are most restrictive are deemed to be a part of
this Declaration, and to the extent that they conflict with any provision,
covenant, condition, or restriction hereof, said conflicting governmental
enactment, ordinance, and regulation shall control, and the provision, covenant,
condition, or restriction hereof in conflict therewith shall be deemed (i)
amended to the extent necessary to bring it into conformity with said enactment,
ordinance, or regulation while still preserving the intent and spirit of the
provision, covenant, condition, or restriction; or (ii) stricken here from
should no amendment conforming to the governmental enactment, ordinance, or
regulation be capable of preserving the intent and spirit of said provision,
covenant, condition, or restriction.

     The Architectural Review Committee plan review does not entail any review
     of any governmental regulating agency requirements, which shall be the
     responsibility of the Owner or the designated representative.

ARTICLE XI. ENFORCEMENT

11.1. DEFAULT AND REMEDIES

     In the event of any breach, violation, or failure to perform or satisfy any
covenant, condition, or restriction which has not been cured within 30 days
after written notice to do so, Declarant and/or the Association, at its
respective sole option and discretion, may enforce any one or more of the
following remedies or any other rights or remedies to which Declarant may be
entitled by law or equity, whether or not set forth herein. All remedies
provided herein or by law or equity shall be cumulative and not mutually
exclusive.

     11.1.1. Damages. Declarant and/or the Association may bring suit for
          damages for any compensable breach of or noncompliance with any of the
          covenants, conditions, or restriction, or declaratory relief to
          determine the enforceability of any of these covenants, conditions, or
          restrictions.

     11.1.2. Equity. It is recognized that a violation by an Owner of one or
          more of the foregoing covenants, conditions, or restrictions may cause
          Declarant and/or the Association to suffer material injury or damage
          not compensable in money, and that Declarant and/or the Association
          shall be entitled to bring an action in equity or otherwise for
          specific performance to enforce compliance with these covenants,
          conditions, and restrictions or an injunction to enjoin the
          continuance of any such breach or violation thereof.

     11.1.3. Abatement and Lien Rights. Any such breach or violation of these
          covenants, conditions, and restrictions or any provision hereof is
          hereby declared to be a nuisance, and Declarant and/or the Association
          shall be entitled to enter the site or portion of the subject property
          as to which the breach or violation exists and summarily abate and
          remove, without further legal process, to the maximum extent permitted
          by law, any structure, thing, or condition that may exist in violation
          of any of these restrictions; or take those actions which are required
          of any person or entity which is subject to this Declaration; or to
          prosecute any remedy allowed by law or equity for the abatement of
          such nuisance against any person or entity acting or failing to act in
          violation of these restrictions all at the sole cost and expense of
          Owner or any person having possession under Owner. Any costs or
          expenses paid or incurred by Declarant and/or the Association in
          abating such nuisance or prosecuting any such remedy (including all
          reasonable attorneys' fees and costs of collection), together with
          interest thereon at the rate of twelve percent (12%) per annum, shall
          be a charge against the site or portion of the property as to which
          the breach or


                                       23

<PAGE>

          violation exists, and shall also be the personal obligation of that
          person who was Owner when such charges became due or who committed
          such breach or violation. In addition to any other rights or remedies
          hereunder, Declarant and/or the Association may deliver to the Owner
          and record with the Jefferson County Clerk's Office a certificate or
          notice of claim of lien (which, among other things, may, but need not,
          recite the nature of the violation, the legal description of the site
          or portion of the property affected by such violation, the record or
          reputed Owner thereof, name and address of the Declarant or the
          Association, and the remedies being pursued or the amount of any such
          lien claim has not been charged) to Declarant's and/or the
          Association's satisfaction, and if any recited amounts so charged have
          not been paid within 30 days thereafter, Declarant, the Association,
          or its authorized representatives may foreclose such lien by a sale
          conducted pursuant to the Kentucky Revised Statutes, as amended from
          time to time, or other statutes applicable to the exercise of powers
          of sale in mortgages or deeds of trust, or in any other manner
          permitted by law. Declarant, through its authorized representatives,
          may bid on and acquire any property subject to such lien at any such
          foreclosure sale. If the violations recited in such lien claim are
          timely cured and any recited amounts timely paid as provided above,
          Declarant and/or the Association shall forthwith record an appropriate
          release of such lien at Owner's sole expense.

11.2. WAIVER

     No waiver by Declarant, any Owner, the Architectural Review Committee, or
the Association of a breach of any of these restrictions, and no delay or
failure to enforce any of these restrictions, shall be construed or held to be a
waiver of any succeeding or preceding breach of the same or any other of these
covenants, conditions, and restrictions. No waiver by Declarant, any Owner, the
Architectural Review Committee, or the Association of any breach or default
hereunder shall be implied from any omission to take any action on account of
such breach or default if such breach or default persists or is repeated, and no
express waiver shall affect a breach or default other than as specified in said
waiver. The consent or approval by Declarant, the Architectural Review
Committee, or the Association to or of any act by an Owner requiring
Declarant's, the Committee's, or the Association's consent or approval shall not
be deemed to waive or render unnecessary Declarant's, the Committee's, or the
Association's consent or approval to or of any similar acts by Owner.

11.3. COSTS OF ENFORCEMENT

     In the event any legal equitable action or proceeding shall be instituted
to enforce any provision of these restrictions, the party prevailing in such
action shall be entitled to recover from the losing party off of its costs,
including court costs and reasonable attorneys' fees.

11.4. NON-EXCLUSIVE RIGHTS OF ENFORCEMENT

     The rights of enforcement granted to Declarant and the Association are
non-exclusive and shall be exercisable by Declarant for so long as Declarant
owns any interest in the subject property. Concurrently, each Owner, its
successors, and assigns, are hereby granted all of the rights of enforcement and
the remedies provided to Declarant and the Association by this Article XI. Any
such Owner may seek enforcement of all remedies in accordance with the
provisions of this Article independently of Declarant and/or the Association.

ARTICLE XII. ASSIGNMENT

12.1.


                                       24

<PAGE>

     Any and all of the rights, powers, and reservation of Declarant herein
contained may be assigned to any person, corporation, or association which will
assume the duties of Declarant pertaining to the particular rights, powers, and
reservations assigned, and upon any such person, corporation, or association
evidencing its consent in writing to accept such assignment and assume such
duties, he, she or it shall, to the extent of such assignment, have the same
rights and powers and be subject to the same obligations and duties as are given
to and assumed by Declarant herein.

     If at any time Declarant ceases to exist and has not made such assignment,
a successor Declarant may be appointed only with the written consent of the
Owners of sixty-five percent (65%) of the subject property, based on the number
of square feet of land owned as compared to the net acreage, subject to these
covenants, conditions, and restrictions.

ARTICLE XIII. CONSTRUCTIVE NOTICE AND ACCEPTANCE

13.1.

     Every person or entity who now or hereafter owns, occupies, or acquires any
right, title, or interest in or to any portion of the subject property is and
shall be conclusively deemed to have consented and agreed to every covenant,
condition, restriction and provision contained herein, whether or not any
reference to this Declaration is contained in the instrument by which such
person acquired an interest in the subject property.

ARTICLE XIV. WAIVER

14.1.

     Neither Declarant, the Association, the Architectural Review Committee, nor
their successors or assigns shall be liable to any Owner or Occupant of the
subject property by reason of any mistake in judgment, negligence, nonfeasance,
action, or inaction or for the enforcement or failure to enforce any provision
of this Declaration. Every Owner or Occupant of any said property by acquiring
its interest therein agrees that it will not bring any action or suit against
Declarant, the Association, or the Architectural Review Committee to recover any
such damages or to seek equitable relief because of same.

ARTICLE XV. RUNS WITH LAND

15.1.

     All covenants, conditions, restrictions, and agreements herein contained
are made for the direct, mutual, and reciprocal benefit of each and every Lot of
the subject property; shall create mutual equitable servitudes upon each Lot in
favor of every other Lot; shall create reciprocal rights and obligations between
respective Owners and Occupants of all Lots and privity of contract and estate
between all grantees of said Lots, their heirs, successors, and assigns, operate
as covenants running with the land, for the benefit of all other Lots, except as
provided otherwise herein.

ARTICLE XVI. RIGHTS OF MORTGAGEES

16.1.

     No breach or violation of these covenants, conditions, and restrictions
shall defeat or render invalid the lien of any mortgage, deed of trust, or
similar instrument securing a loan made in good faith for value with respect to
the development or permanent financing of any Lot or portion thereof; provided
that all of these restrictions shall be binding upon and effective against any
subsequent Owner of the property or any portion


                                       25

<PAGE>

thereof whose title is acquired by foreclosure, trustee's sale, deed in lieu of
foreclosure, or otherwise pursuant to such lien rights.

ARTICLE XVII. CAPTIONS

17.1.

     The captions of articles and sections herein are used for convenience only
and are not intended to be a part of this Declaration or in any way to define,
limit, or describe the scope and intent of the particular article or section to
which they refer.

ARTICLE XVIII. EFFECTS OF INVALIDATION

18.1.

     If any provision of this Declaration is held to be invalid by any court,
the invalidity of such provision shall not affect the validity of the remaining
provisions hereof.

ARTICLE XIX. ADDITIONAL RESTRICTIONS

19.1.

     In addition to the covenants, conditions and restrictions set forth in this
Declaration, the Subject Property is encumbered with additional covenants,
conditions and restrictions (the "Additional Restrictions") as set forth in that
certain Deed (the "Conveyancing Deed") dated June 30, 2005, of record in Deed
Book 8649, Page 710, in the Office of the Clerk of Jefferson County, Kentucky.
The Additional Restrictions were imposed on the Subject Property by General
Electric Company ("GE") as a material inducement to GE's conveying the Subject
Property to Declarant. The terms and conditions of the Conveyancing Deed are
incorporated herein by this reference.

     IN TESTIMONY WHEREOF, Declarant has executed this Declaration as of the
date first set forth above.

                                        DECLARANT:

                                        LOUISVILLE UNITED, LLC,
                                        a Kentucky limited liability company


                                        By:
                                            ------------------------------------
                                            Richard Jeffrey Robinson
                                        Its: Authorized Member

COMMONWEALTH OF KENTUCKY   )
                           )   :SS
 COUNTY OF JEFFERSON       )

     The foregoing instrument was acknowledged before me this the
________________ day of July, 2006, by Richard Jeffrey Robinson, to me
personally known, as an Authorized Member of Louisville United, LLC, a Kentucky
limited liability company, and that said instrument was signed on behalf of said
company by proper authority and the instrument was the act of the company for
the purposes stated above.


                                       26

<PAGE>

     My commission expires: ___________________________________.


                                        ----------------------------------------
                                        NOTARY PUBLIC

THIS INSTRUMENT PREPARED BY:


-------------------------------------
Michael B. Vincenti
WYATT, TARRANT & COMBS, LLP
500 West Jefferson Street, Suite 2700
Louisville, KY 40202-2898
(502)562-7518

EXHIBIT A - Legal Description


                                       27

<PAGE>

                                    EXHIBIT A

                                LEGAL DESCRIPTION

BEING Lots 1, 2, 3 and 4 on that certain Minor Subdivision Plat bearing Docket
Number 123-05, approved by the Louisville Metro Planning Commission on June 29,
2005 and attached to that certain Deed dated June 30, 2005 of record in Deed
Book 8649, Page 710 in the Office of the Clerk of Jefferson County, Kentucky.

Lot 4 having been revised on that certain Minor Subdivision Plat bearing Docket
Number 241-05 approved by the Louisville Metro Planning Commission on November
9, 2005 and attached to that certain Deed dated December 9, 2005 of record in
Deed Book 8746, Page 841 in the Office of the Clerk of Jefferson County.

BEING the same property conveyed to Louisville United, LLC by Deed dated June
30, 2005 of record in Deed Book 8649, Page 710, and by Deed December 9, 2005 of
record in Deed Book 8746, Page 841, in the Office of the Clerk of Jefferson
County, Kentucky.


                                       28
<PAGE>

                                    EXHIBIT K

                              RULES AND REGULATIONS

1.   Except for Tenant's loading docks and except as otherwise permitted under
     the Lease, the sidewalk, entries, and driveways of the Building shall not
     be obstructed by Tenant, or its agents, or used by them for any purpose
     other than ingress and egress to and from the Leased Premises.

2.   Except as otherwise permitted under the Lease, Tenant shall not place any
     objects, including antennas, outdoor furniture, etc., in the parking areas,
     landscaped areas or other areas outside of its Leased Premises, or on the
     roof of the Building.

3.   Except for seeing-eye dogs, no animals shall be allowed in the offices,
     halls, or corridors in the Building.

4.   Tenant shall not disturb the occupants of the Building or adjoining
     buildings by the use of any radio or musical instrument or by the making of
     loud or improper noises.

5.   If Tenant desires telegraphic, telephonic or other electric connections in
     the Leased Premises, Landlord or its agent will direct the electrician as
     to where and how the wires may be introduced; and, without such direction,
     no boring or cutting of wires will be permitted. Any such installation or
     connection shall be made at Tenant's expense and shall be considered a
     Tenant-made alteration for purposes of the Lease.

6.   Tenant shall not install or operate any steam or gas engine or boiler, or
     other mechanical apparatus in the Leased Premises, except for trade
     fixtures and as specifically approved in the Lease. The use of oil, gas or
     inflammable liquids for heating, lighting or any other purpose is expressly
     prohibited. Explosives or other articles deemed extra hazardous shall not
     be brought into the Building.

7.   Parking any type of recreational vehicles is specifically prohibited on or
     about the Building. Except for the overnight parking of operative vehicles,
     no vehicle of any type shall be stored in the parking areas at any time. In
     the event that a vehicle is disabled, it shall be removed within 48 hours.
     There shall be no "For Sale" or other advertising signs on or about any
     parked vehicle. All vehicles shall be parked in the designated parking
     areas in conformity with all signs and other markings.

8.   Tenant shall maintain the Leased Premises free from rodents, insects and
     other pests.

9.   Landlord reserves the right to exclude or expel from the Building any
     person who, in the judgment of Landlord, is intoxicated or under the
     influence of liquor or drugs or who shall in any manner do any act in
     violation of the Rules and Regulations of the Building or those adopted by
     the Globalport Property Owners Association.


                                       K-1

<PAGE>

10.  Tenant shall not cause any unnecessary labor by reason of Tenant's
     carelessness or indifference in the preservation of good order and
     cleanliness. Landlord shall not be responsible to Tenant for any loss of
     property on the Leased Premises, however occurring, or for any damage done
     to the effects of Tenant by the janitors or any other employee or person.

11.  Tenant shall give Landlord prompt notice of any defects in the water, lawn
     sprinkler, sewage, gas pipes, electrical lights and fixtures, heating
     apparatus, or any other service equipment affecting the Leased Premises.

12.  Except as otherwise permitted under the Lease, Tenant shall not permit
     storage outside the Leased Premises or the dumping of waste or refuse or
     permit any harmful materials to be placed in any drainage system or
     sanitary system in or about the Leased Premises.

13.  All moveable trash receptacles provided by the trash disposal firm for the
     Leased Premises must be kept in the trash enclosure areas, if any, provided
     for that purpose.

14.  No auction, public or private, will be permitted on the Leased Premises or
     the Building.

15.  No awnings shall be placed over the windows in the Leased Premises except
     with the prior written consent of Landlord.

16.  The Leased Premises shall not be used for lodging, sleeping or cooking or
     for any immoral or illegal purposes or for any purpose other than that
     specified in the Lease. No gaming devices shall be operated in the Leased
     Premises.

17.  Tenant shall ascertain from Landlord the maximum amount of electrical
     current which can safely be used in the Leased Premises, taking into
     account the capacity of the electrical wiring in the Building and the
     Leased Premises and the needs of other tenants, and shall not use more than
     such safe capacity. Landlord's consent to the installation of electric
     equipment shall not relieve Tenant from the obligation not to use more
     electricity than such safe capacity.

18.  Tenant assumes full responsibility for protecting the Leased Premises from
     theft, robbery and pilferage.

19.  Tenant shall not install or operate on the Leased Premises any machinery or
     mechanical devices of a nature not directly related to Tenant's ordinary
     use of the Leased Premises and shall keep all such machinery free of
     vibration, noise and air waves which may be transmitted beyond the Leased
     Premises.

20.  In the event there is a conflict between these Rules and Regulations and
     the terms and provisions of the Lease, the terms and provisions of the
     Lease shall control.


                                       K-2