**Exhibit10.15****WAREHOUSE LEASE**     THIS **WAREHOUSE LEASE**(“Lease”), dated August 25, 2006, is made between PIZZA INN, INC., aMissouri corporation (“Landlord”) and THE SYGMA NETWORK, INC., a Delaware corporation (“Tenant”).     In consideration of the mutual covenants contained in this Lease, Landlord and Tenant agree asfollows:1. DEFINED TERMS; EXHIBITS; AND PREMISES.     1.01. Defined Terms.        Commencement Date: November 1, 2006        Expiration Date: September 30, 2009        Landlord’s Address: Pizza Inn, Inc.  3551 Plano Parkway  The Colony, Texas 75056  Attention:         Mr. Darrell G. Smith                           Vice President of Development  Telephone No. 469.384.5101  Facsimile No.   469.384.5060     Monthly Base Rent or Base Rent:               Base Rent (PSF) Monthly Base Rent Annual Base Rent               $8.00 $68,000 $816,000     Permitted Uses: Warehouse and distribution facility, with related offices     Premises: The warehouse building consisting of approximately 102,000 square feet, which issituated on that certain tract of real property described on Exhibit A attached hereto andmade a part hereof for all purposes.     Premises Address: 3551 Plano Parkway, The Colony, Texas 75056        Security Deposit: NONE        Tenant’s Address: The Sygma Network, Inc.  5550 Blazer Parkway, Suite 300  Dublin, Ohio 43017  Attention:     Mr. Ron Winters                       Vice President, Distribution Services  Telephone:    614-734-2254  Facsimile:      614-734-2575     Term: The period between the Commencement Date and the Expiration Date.     The foregoing provisions constitute the defined terms (“Defined Terms”). Each reference in this Lease to
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Article 1.01 or the Defined Terms shall be construed to incorporate the applicable Defined Terms inthis Article 1.01.     1.02. Exhibits. The Exhibits listed below are attached to this Lease after thesignatures and by reference thereto are incorporated herein:              Exhibit A Premises     1.03. Premises. Landlord leases the Premises to Tenant, subject to the provisions ofthis Lease. Except as otherwise expressly provided in this Lease, upon Tenant’s commencingoccupancy of the Premises, Tenant shall be deemed to have accepted the same in their conditionexisting as of the date of such commencement of occupancy and subject to all applicable municipal,county, state and federal statutes, laws, ordinances, including zoning ordinances, and regulationsgoverning and relating to the use, occupancy or possession of the Premises. Tenant acknowledgesthat the only warranties and representations Landlord has made in connection with the physicalcondition of the Premises or Tenant’s use of the same upon which Tenant has relied directly orindirectly for any purpose, if any, are those expressly provided in this Lease.     **TENANT ACKNOWLEDGES THAT IT HAS (OR WILL HAVE BY SEPTEMBER 15, 2006) FULLY INSPECTED ANDACCEPTS THE PREMISES IN THEIR PRESENT CONDITION, AND TENANT WARRANTS AND ACKNOWLEDGES TO AND AGREESWITH LANDLORD THAT TENANT IS LEASING THE PREMISES IN AN “AS IS, WHERE IS” PHYSICAL CONDITION “WITHALL FAULTS” AND SPECIFICALLY AND EXPRESSLY WITHOUT ANY WARRANTY, REPRESENTATION OR GUARANTY, EITHEREXPRESS OR IMPLIED, OF ANY KIND, NATURE OR TYPE WHATSOEVER FROM OR ON BEHALF OF THE LANDLORD,EXCEPT AS EXPRESSLY PROVIDED IN THIS LEASE.**     Tenant shall perform an inspection of the Premises and its appurtenant systems and fixturesprior to September 15, 2006, and shall provide Landlord with written notice of any reasonable andmaterial objection that it has regarding such physical condition of the Premises and itsappurtenant systems and fixtures (giving due consideration towards the age of the Premises, andordinary wear and tear thereto; provided that such consideration shall not prevent Tenant frommaking an objection with respect to the Premises and its appurtenant systems and fixtures, or anyportion thereof, that is not in reasonably good and safe operating condition and repair) discoveredduring its inspection on or before such date. If Landlord cannot or will not cure any or all ofTenant’s objections, Landlord shall provide Tenant with written notice of such intention withinthree (3) business days of Tenant’s notice; otherwise, Landlord shall be deemed to have elected tocure Tenant’s objection to Tenant’s reasonable satisfaction. In the event that Landlord electsnot to give or fails to give such notice and further fails to cure Tenant’s objections, to Tenant’sreasonable satisfaction, or if Seller gives such notice, then Tenant may, at its option,either (i) terminate this Lease by written notice thereof to Landlord prior to the CommencementDate, whereupon neither party shall have any further obligation to the other under this Lease, or(ii) proceed to the Commencement Date, in which event there shall be no abatement in rent or otherterms (except as may be mutually agreed by the parties). In the event that Tenant does notexercise the option described in (i) above within five (5) business days of any notice by Landlordthat it cannot or will not cure an objection, then Tenant shall be conclusively deemed to haveelected option (ii) above.     Landlord retains risk of loss to the Premises prior to the Commencement Date, except to theextent caused by the negligence or willful misconduct of Tenant or its employees, agents,contractors and consultants. If prior to the Commencement Date, all or any portion of the Premisesis damaged or destroyed by fire or other casualty prior to the Commencement Date as a result ofevents or circumstances other than the negligence or willful misconduct of Tenant or its employees,agents, contractors and consultants, which damage or destruction will result in a materialdisruption to Tenant’s planned operations at the Premises, in Tenant’s reasonable judgment, thenTenant shall give prompt written notice to Landlord, and either of the parties may, at theiroption, terminate this Lease by written notice to the other within ten (10) days of Tenant’s noticeto Landlord, whereupon neither party shall have any further obligation to the other under thisLease. In the event that neither of the parties terminate this Lease, the provisions of Article 9
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shall control.     1.04. Term. The Term shall commence upon the Commencement Date and expire on theExpiration Date specified in Article 1.01. The Term is subject to earlier termination as providedherein.     1.05. Holdover. In the event that Tenant desires to extend the Term of this Lease,Tenant shall deliver written notice to Landlord not later than six (6) months prior to theexpiration of the Term. Upon Landlord’s receipt of such notice, the parties shall attempt to agreeon the terms for the extension of the Term. In the event of holding over by Tenant afterexpiration of the Term or earlier termination of this Lease without the written consent ofLandlord, Tenant shall pay as Base Rental the sum of one and one-half times the scheduled Base Rentfor the entire holdover period. Notwithstanding the foregoing sentence, no holding over by Tenantafter the term of this Lease shall operate to extend this Lease and in the event of anyunauthorized holding over, Tenant shall indemnify Landlord against all claims for damages byanother lessee to whom Landlord may have leased all or any part of the Premises effective upon thetermination of this Lease. Any holding over with the consent of Landlord in writing shallthereafter constitute this Lease as a lease from month to month.     1.06. Tenant’s Access to Premises Prior to Commencement Date. Simultaneously withthe execution and delivery of this Lease, the parties will execute and deliver an access agreementgoverning Tenant’s access to the Premises prior to the Commencement Date hereunder (the “AccessAgreement”), and Landlord will provide Tenant and its representatives and agents with access to thePremises as provided in the Access Agreement.     1.07 Transaction Documents. Pursuant to (i) that certain Distribution ServiceAgreement of even date herewith (the “Distribution Agreement”), Tenant and Landlord have enteredinto an agreement for Purchaser to be the primary approved distributor for Landlord and Landlord’sfranchisees, as more particularly described therein, and (ii) that certain Agreement for theAssignment of Equipment Leases of even date herewith (the “Assignment”), Landlord has agreed toassign to Tenant, and Tenant has agreed to assume the rights of Landlord in and to, certainequipment leases, as more particularly described therein, and (iii) that certain Purchase and SaleAgreement (Owned Personal Property) of even date herewith (the “Purchase Agreement”), wherebyLandlord has agreed to sell to Tenant, and Tenant has agreed to purchase, certain personalproperty, as more particularly described therein. The foregoing agreements are collectivelyreferred to herein as the “Transaction Documents”. The parties acknowledge that the transactionsdescribed herein are part of a larger transaction as reflected in the Transaction Documents, andthat the core transactions noted therein shall occur simultaneously (i.e. on the same date, whichis anticipated to be the “Closing Date” under the Purchase Agreement, Tenant shall purchase the“Property” under the Purchase Agreement, assume the equipment leases under the Assignment, becomethe Tenant hereunder and begin providing distribution services to Landlord under the DistributionAgreement). As such, in the event that the Distribution Agreement is terminated prior to theCommencement Date for any reason, then this Lease shall be automatically terminated.2. RENT     2.01. Base Rent. The Monthly Base Rent (or Base Rent) set forth in Article 1.01 shallbe payable in equal monthly installments. Tenant shall pay the Base Rent to Landlord in advanceupon the first day of each calendar month of the Term, at Landlord’s address or at such other placedesignated by Landlord in a notice to Tenant, without any prior demand therefor andwithout any deduction, abatement or setoff whatsoever. If the Term shall commence or end on aday other than the first day of a calendar month, then Tenant shall pay, upon the Term CommencementDate and the first day of the last calendar month of the Term, a pro rata portion of the MonthlyBase Rent, prorated on a per diem basis, with respect to the portions of this fractional calendarmonth included in the Term.     2.02.Additional Rent. All charges required to be paid by Tenant hereunder, includingwithout limitation, payments for Tax Expenses, Insurance Expenses, Tenant’s Share of OperatingExpenses, and any other amounts payable hereunder, shall be considered additional rent for thepurposes of this Lease (“Additional Rent”). Unless another time shall be herein expressly providedfor the payment thereof, Tenant shall pay Additional Rent upon
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written demand by Landlord or together with the next succeeding installment of Monthly Base Rent.“Rent” shall mean Base Rent and Additional Rent. The Rent shall be absolutely net to Landlord, andLandlord shall have no obligation under this Lease except as herein specifically provided.     Commencing on the Commencement Date and continuing throughout the remainder of the Term,Tenant shall pay to Landlord as Additional Rent, on the first day of each calendar month, an amountequal to one-twelfth (1/12) of the estimated Additional Rent incurred with respect to each calendaryear in the Term of this Lease (the total amount paid by the Tenant in each Calendar Year beingreferred to herein as the “Expense Adjustment Amount”). The Expense Adjustment Amount for eachcalendar year shall be estimated from time to time by Landlord and communicated by written noticeto Tenant. Landlord shall cause to be kept books and records showing Additional Rent in accordancewith an appropriate system of accounts and account practices consistently maintained. Followingthe close of each calendar year, Landlord shall cause the amount of the Expense Adjustment Amountwhich should have been paid by Tenant for such calendar year (the “Final Expense Amount”) to becomputed on the basis of the actual Additional Rent for each Calendar Year, and Landlord shalldeliver to Tenant a statement of such Final Expense Amount. If the Final Expense Amount exceedsthe Expense Adjustment Amount, Tenant shall pay such deficiency within thirty (30) days afterreceipt of such statement. If the Expense Adjustment Amount exceeds the Final Expense Amount, thenat Landlord’s option such excess shall be either credited against payments of Additional Rent nextdue or refunded by Landlord, provided no Event of Default exists hereunder. Delay in computationof the Final Expense Amount or any Expense Adjustment Amount shall not be deemed a defaulthereunder or a waiver of Landlord’s right to collect the Final Expense Amount or Expense AdjustmentAmount, as the case may be. Landlord will provide Tenant with such supporting documentationregarding the Additional Rent as Tenant may reasonably request.     Notwithstanding the foregoing or anything herein to the contrary, in the event that any cost,expense, liability or obligation included in Tenant’s obligation for Additional Rent is of thenature of capital improvements then Tenant shall pay to Landlord a monthly “Capital ImprovementAmortization Charge” (as defined herein) to cover such cost, expense, liability or obligation,which Capital Improvement Amortization Charge shall be due and payable together with each monthlyinstallment of Base Rent hereunder. The monthly Capital Improvement Amortization Charge shall beequal to the aggregate dollar value of the cost, expense, liability or obligation, divided by theuseful life in months of the item(s) which are being funded or purchased therewith, as mutuallyagreed by the parties or, if the parties are unable to agree, as determined by Internal RevenueService depreciation guidelines.     2.03. Late Payment. Tenant hereby acknowledges and agrees that any payment of Rentreceived by Landlord at any time after the due date thereof may cause Landlord to incur costs notcontemplated by this Lease (including, without limitation, bookkeeping, personnel, processingcharges, late charges and interest) and the exact amount of such costs may be impossible toascertain. Accordingly, in the event any rental is not received when due, for any reasonwhatsoever, or if any rental payment is by check which is returned for insufficient funds, then inaddition to the past due amount Tenant shall pay to Landlord interest on the rental then due at themaximum contractual rate which could legally be charged in the event of a loan of such rental toTenant (but in no event to exceed 1-1/2% per month), such interest to accrue continuously on anyunpaid balance due to Landlord by Tenant during the period commencing with the rental due date andterminating with the date on which Tenant makes full payment of all amounts owing to Landlord atthe time of said payment. Any such late charge or interest payment shall be payable as AdditionalRent under this Lease, and shall be payable immediately on demand. ShouldTenant remit a partial payment for any outstanding Base Rent or Additional Rent due, Landlordshall apply said partial payment to the outstanding Base Rent or Additional Rent as Landlord deemsnecessary, in its sole discretion. This provision shall not relieve Tenant from payment of Rent atthe time and in the manner herein specified.3.           TAXES     3.01. Tenant’s Obligations. Tenant shall pay to Landlord, as Additional Rent, the TaxExpenses. “Tax Expenses” shall include the sum of the following: all real estate taxes and othertaxes relating to the Premises
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(including, without limitation, all improvements, fixtures and personal property thereon),assessments, governmental charges, fees and levies, general and special, ordinary andextraordinary, unforeseen as well as foreseen, of any kind and nature for public improvements,services or benefits and all other fees or taxes which may be levied in lieu of any of the above,which are assessed, levied, confirmed, imposed or become a lien upon the Premises, or becomepayable during the Term; provided, however, that any sum payable by Tenant, which would nototherwise be due until after the date of the termination of this Lease, shall be paid by Tenant toLandlord upon such termination.     3.02. Personal Property Taxes. Tenant shall pay or cause to be paid, prior todelinquency, any and all taxes and assessments levied upon trade fixtures, inventories and otherpersonal property owned by Tenant and located in the Premises.     3.03. Tax on Rents. Tenant shall pay, promptly when due as Additional Rent, anysales, use, excise or other tax imposed on the rents or other sums payable to Landlord (to theextent such tax is imposed by applicable law) and all taxes imposed upon Tenant’s businessoperations in the Premises; provided, that this provisions shall not require Tenant to pay orreimburse Landlord for any income taxes payable by Landlord with respect to rents or other sumspayable to Landlord hereunder.4. INSURANCE     4.01. Tenant’s Obligations. Tenant shall pay to Landlord, as Additional Rent, theInsurance Expenses. “Insurance Expenses” shall include the cost of all premiums for insurancemaintained by Landlord on or related to the Premises, including without limitation, the cost ofpremiums for insurance maintained under Article 4.02. The amount owed by Tenant for InsuranceExpenses, as set forth in this Article 4.01, shall be prorated between Landlord and Tenant so thatTenant shall pay that proportion which the part of such period within the Term bears to the entireperiod.     4.02. Property Coverage. During the Term, Landlord shall procure and maintain in fullforce and effect with respect to the building which is a part of the Premises (the “Building”), apolicy or policies of Fire and Extended Coverage Insurance. Such insurance, at Landlord’selection, may include, but is not limited to sprinkler leakage, vandalism and malicious mischiefcoverage, and any other endorsements required by the holder of any fee or leasehold mortgage.     4.03. Public Liability. Tenant shall, at Tenant’s sole cost and expense, keep andmaintain in full force during the Term a policy or policies of comprehensive public liabilityinsurance, written by an insurance company approved by Landlord in the form customary to thelocality insuring Tenant’s activities and those of Tenant’s employees, agents, licensees andinvitees with respect to the Premises and/or Building against loss, damage or liability forpersonal injury or death of any person or loss or damage to property occurring in, upon or aboutthe Premises in the amount of Two Million and No/100 Dollars ($2,000,000.00) combined single limit,bodily injury and property damage, each occurrence; provided, however, that if at any time duringthe Term Tenant shall have in full force and effect a blanket policy of public liability insurancewith the same coverage for the Premises as described above, as well as coverage of other premisesand properties of Tenant, or in which Tenant has some interest, such blanket insurance shallsatisfy the requirements hereof.     4.04. Tenant’s Property and Fixtures. Tenant shall assume the risk of loss or damageto Tenant’s fixtures, equipment, inventory, goods in the care, custody or control of Tenant, andtenant improvements that Tenant has installed to the Premises.     4.05. Insurance Certificates. All insurance required hereunder shall be in form andin responsible companies reasonably satisfactory to Landlord. Tenant shall furnish to Landlord onor before the Commencement Date and thereafter within thirty (30) days prior to the expiration ofeach such policy, a certificate of insurance signed by an authorized agent of the insurance carrierof each policy of insurance carried by Tenant pursuant hereto. Each
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certificate shall expressly provide that such policies shall not be cancellable orsubject to reduction of coverage or otherwise be subject to modification except after thirty (30)days’ prior written notice to the parties named as insureds in this Article 4.05. Landlord, itssuccessors and assigns, and any nominee of Landlord holding any interest in the Premises,including, without limitation, any ground lessor and the holder of any fee or leasehold mortgage,shall be named as insureds under each policy of insurance maintained by Tenant pursuant to thisLease. Each policy shall be primary, irrespective of any policy in force for Landlord.     4.06. Tenant’s Failure. If Tenant fails to maintain any insurance required in thisLease, Tenant shall be liable for any loss or cost resulting from said failure. This Article 4.06shall not be deemed to be a waiver of any of Landlord’s rights and remedies under any other articleof this Lease or at law or equity.     4.07. Waiver of Subrogation. Any policy or policies of fire, extended coverage orsimilar casualty insurance which either party obtains in connection with the Premises or Tenant’spersonal property therein, shall, to the extent the same can be obtained without undue expense,include a waiver by the insurer of all right of subrogation against Landlord or Tenant inconnection with any loss or damage thereby insured against. Neither party, nor its agents,employees or guests shall be liable to the other for loss or damage caused by any risk covered bysuch insurance, provided such policies shall be obtainable.     4.08.Indemnification of Landlord. **TENANT INDEMNIFIES AND HOLDS LANDLORD AND THEPREMISES HARMLESS FROM AND AGAINST: (A) ANY AND ALL LIABILITIES, PENALTIES, LOSSES, DAMAGES, COSTSAND EXPENSES, DEMANDS, CAUSES OF ACTION, CLAIMS OR JUDGMENTS ARISING FROM OR GROWING OUT OF ANYINJURY TO ANY PERSON OR PERSONS OR ANY DAMAGE TO ANY PROPERTY AS A RESULT OF ANY ACCIDENT OR OTHEROCCURRENCE DURING THE TERM OCCASIONED IN ANY WAY AS A RESULT OF TENANT’S OR TENANT’S OFFICERS’,EMPLOYEES’, AGENTS’, SERVANTS’, SUBTENANTS’, CONCESSIONAIRES’, LICENSEES’, CONTRACTORS’, ORINVITEES’ USE, MAINTENANCE, OCCUPATION OR OPERATION OF THE PREMISES DURING THE TERM, (B) ANY ANDALL LIABILITIES, PENALTIES, LOSSES, DAMAGES, COSTS AND EXPENSES, DEMANDS, CAUSES OF ACTION, CLAIMSOR JUDGMENTS ARISING FROM OR GROWING OUT OF ANY INJURY TO ANY PERSON OR PERSONS OR ANY DAMAGE TOANY PROPERTY BECAUSE OF THE NEGLIGENCE OF TENANT, TENANT’S OFFICERS, EMPLOYEES, AGENTS, SERVANTS,SUBTENANTS, LICENSEES, CONTRACTORS, INVITEES OR CUSTOMERS, AND (C) ALL LEGAL COSTS AND CHARGES,INCLUDING ATTORNEYS’ FEES, INCURRED IN CONNECTION WITH SUCH MATTERS AND THE DEFENSE OF ANY ACTIONARISING OUT OF THE SAME OR IN DISCHARGING THE PREMISES ANY PART THEREOF FROM ANY AND ALL LIENS,CHARGES OR JUDGMENTS WHICH MAY ACCRUE OR BE PLACED THEREON BY REASON OF ANY ACT OR OMISSION OFTENANT OR ITS OFFICERS, EMPLOYEES OR AGENTS; PROVIDED, HOWEVER, THAT TENANT SHALL NOT BE REQUIREDTO INDEMNIFY LANDLORD FOR ANY DAMAGE OR INJURY ARISING AS THE RESULT OF LANDLORD’S NEGLIGENCE ORWILLFUL MISCONDUCT OR THAT OF LANDLORD’S AGENTS OR EMPLOYEES.**5. REPAIRS AND MAINTENANCE     5.01. Tenant Repairs and Maintenance. Tenant shall, at Tenant’s own expense, keep,maintain, repair and replace the entirety of the interior of the Premises, including withoutlimitation all doors, entryways, subfloors and floor coverings, all plumbing fixtures and systems,electrical wiring, ceilings, interior walls, interior surfaces of exterior walls, signs, allheating, ventilating and air conditioning systems, all loading doors, loading docks and pads, allfire sprinkler systems, all doors and locks, all skylights and other fixtures and equipment in goodrepair and in a clean and safe condition, casualties covered by insurance excepted to the extent ofproceeds received. Tenant shall, at Tenant’s sole expense, immediately replace all broken glass,including skylights, in the Premises with glass equal to the specification and quality of theoriginal glass. Tenant shall, at Tenant’s sole expense, repair any area damaged by
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Tenant, Tenant’s agents, employees, licensees and visitors, provided that, for repairs in excess of$10,000, Tenant obtains Landlord’s prior approval with respect to the method and quality of suchrepair, such approval not to be unreasonably withheld. All repairs shall be completed bycontractors approved by Landlord, such approval not to be unreasonably withheld. Any replacementsrequired of Tenant shall be made with equipment and/or materials equal to the specification andquality of the original. All damage to the concrete of the parking areas resulting from Tenant’suse of forklifts or other equipment shall be repaired by Landlord at Tenant’s sole cost andexpense. Tenant shall maintain the exterior of the Premises in neat and attractive condition.Tenant shall not store supplies, work in process, inventory or other materials, or waste or garbageoutside the Building. Tenant shall obtain any containers or dumpsters desired by Tenant for trash,garbage or rubbish at Tenant’s expense and shall contract and pay for all trash, garbage andrubbish disposal and removal. Tenant shall maintain the areas around such trash containers and anydumpster in clean, orderly and sanitary condition.     5.02. Landlord Repairs and Maintenance. Landlord shall, at Landlord’s expense, afterwritten notice from Tenant, repair in a prompt and diligent manner any damage to structuralportions of the Building, and the roof of the Building. In the event Landlord elects, inLandlord’s sole discretion, to replace the roof or paint the exterior walls of the Building, suchreplacement or painting shall be at Landlord’s sole expense. However, if such damage is caused orsuch replacement or painting is made necessary by an act or omission of Tenant, then Tenant shallreimburse Landlord for Landlord’s expense in performing such repairs, replacements or painting.There shall be no abatement of Rent during the performance of any work described in this Article5.02. **LANDLORD SHALL NOT BE LIABLE TO TENANT FOR INJURY OR DAMAGE THAT MAY RESULT FROM ANY DEFECTIN THE CONSTRUCTION OR CONDITION OF THE PREMISES, NOR FOR ANY DAMAGE THAT MAY RESULT FROMINTERRUPTION OF TENANT’S USE OF THE PREMISES DURING ANY REPAIRS BY LANDLORD, UNLESS CAUSED BYLANDLORD’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.**Tenant waives any right to repair at theexpense of Landlord under any law, regulation, statute or ordinance, now or hereafter in effect.Landlord shall have no obligation to maintain or repair the Premises except as specificallyprovided by this Lease.     5.03. Operating Expenses. Tenant shall pay to Landlord, as Additional Rent, Tenant’sShare of the Operating Expenses. “Operating Expenses” shall include all expenses, unless expresslyexcepted in this Section 5.03, which Landlord shall pay or become obligated to pay for theadministration, management, cleaning, maintenance, painting, and repair of the Premises (includingwithout limitation, any landscaping, parking lots and other common areas related to the Premises).Operating Expenses shall not include (a) the cost of utilities relating to the Premises, whether ornot such utilities are separately metered to the Premises, the costs of such utilities being fullypayable by Tenant pursuant to Article 7 hereof; (b) Insurance Expenses and Tax Expenses; (c) anyitems not considered to be operating expenses under generally accepted accounting principles; or(d) items of maintenance and repair allocated to Landlord under Section 5.02. Any OperatingExpenses attributable to a period which falls only partially within the Term shall be proratedbetween Landlord and Tenant so that Tenant shall pay only that proportion thereof which the part ofsuch period within the Term bears to the entire period. Where used in this Section 5.03, “Tenant’sShare” shall mean thirty-four percent (34%), which is equal to the total number of gross acrescomprising the land contained within the Premises divided by the total number of gross acres ofland owned by Landlord (whether comprised within the Premises and/or otherwise adjacent to orcontiguous with the Premises).     5.04. Inspection of Premises. Landlord and Landlord’s authorized agents may enter thePremises at any reasonable time, in order to inspect the same, to inspect the performance by Tenantof the terms and conditions hereof, to affix reasonable signs and displays, to show the Premises toprospective purchasers, tenants and lenders, and for all other purposes as Landlord shallreasonably deem necessary. If Tenant shall not be personally present to permit an entry into thePremises when for any reason an entry therein shall be permissible, Landlord may enter the same bymaster key or, in the event of an emergency, by the use of force without rendering Landlord liabletherefor and without in any manner affecting Tenant’s obligations under this Lease. Neither theperformance of work on the Premises by Landlord, whether done to discharge Landlord’s obligationshereunder or to prevent waste or deterioration, nor the placement in the Premises of supplies andmaterials necessary for such work, shall be deemed to
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constitute a partial or total eviction of Tenant, and neither the Rent nor any other obligation ofTenant hereunder shall abate or be reduced while any entry or work by Landlord hereunder is beingperformed. Landlord shall, however, use reasonable efforts in the conduct of any such work tominimize any interference with Tenant’s use of the Premises. In no case of entry shall Landlordhave any liability to Tenant, and Tenant shall have no claim against Landlord hereunder. None ofLandlord’s rights under this Article shall be deemed to impose upon Landlord any obligation for theinspection, maintenance or repair of the Premises not specifically imposed upon Landlord by anyterms, provision or conditions of this Lease.     5.05. Liens. Tenant shall promptly pay and discharge all claims for labor performed,supplies furnished or services rendered at the request of Tenant and shall keep the Property freeof all mechanic’s and materialmen’s liens in connection therewith. Tenant shall bond or dischargeany such lien within 45 days. If Tenant fails to so bond or discharge, Landlord may, but shall notbe required to, take such action as may be necessary to remove such lien; and Tenant shall pay toLandlord, as Additional Rent, any such amounts expended by Landlord within five (5) days afternotice is received from Landlord of the amount expended by Landlord.6. FIXTURES, PERSONAL PROPERTY AND ALTERATIONS     6.01.Fixtures and Personal Property. Tenant, at Tenant’s sole expense, may installany necessary trade fixtures, equipment, machinery and furniture in the Premises, provided thatsuch items are installed and are removable without damage to the structure of the Building. Suchimprovements must be submitted for Landlord’s written approval prior to installation, consent notto be unreasonably withheld, or Landlord may remove or replace such items at Tenant’s sole expense.Excepting fixtures which are bolted to or incorporated into the Premises, which fixtures shall notbe removed by Tenant unless and until Landlord instructs Tenant in writing to do so (provided, thatTenant shall be permitted to remove owned racking which is bolted to the Premises), said tradefixtures, equipment and furniture shall remain Tenant’s property and shall be removed by Tenantprior to expiration of the Term or earlier termination of this Lease; provided, however, thatTenant shall not have the right to remove any such personal property of Tenant or any of Tenant’strade fixtures at any time in which Tenant is in default under any term, condition or provision ofthis Lease. Upon Landlord’s prior written approval, not to be unreasonably withheld, Tenant mayinstall temporary improvements in the interior of the Premises, provided that such temporaryimprovements are installed and removable without structural damage to the Building. Such temporaryimprovements shall remain Tenant’s property and shall be removed by Tenant on expiration of theTerm or earlier termination of this Lease. Tenant shall assume the risk of damage to any ofTenant’s fixtures, unless caused by Landlord’s gross negligence or willful misconduct. Tenantshall repair, at Tenant’s sole expense, all damage caused by the installation, replacement orremoval of trade fixtures, equipment, furniture or temporary improvements. If Tenant fails toremove the foregoing items on expiration of the Term or earlier termination of this Lease, Landlordmay keep and use them or remove any of them and cause them to be stored or sold in accordance withapplicable law.     6.02.Alterations. Tenant shall not make or allow to be made any alterations,additions or improvements to the Premises, either at the inception of this Lease or subsequentlyduring the Term, without obtaining the prior written consent of Landlord, which may not beunreasonably withheld but may be conditioned upon Tenant’s removing such alterations, additions orimprovements and repairing any damage caused by such removal upon the expiration of the Term or theearlier termination of this Lease7. UTILITIES. Tenant agrees that it shall not install any equipment which will exceed or overloadthe capacity of any existing utility facilities and that if any equipment installed by Tenant shallrequire additional utility facilities, the same shall be installed at Tenant’s expense inaccordance with plans and specifications to be approved in writing by Landlord. Tenant shall payall bills for all utilities, including without limitation water, telephone, gas, electricity, fuel,light, heat and power, and other energy furnished to or used by Tenant on or about the Premises andall sewerage disposal or sewerage service charges for the Premises. If Tenant does not pay suchcharges, Landlord may pay the same, and such amount so paid shall be due and payable to Landlord byTenant, on demand, as Additional Rent. In no event shall Landlord be liable to Tenant for aninterruption or failure in the supply of any utilities to the Premises,
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nor shall Landlord be liable for damages from any of the fixtures, equipment or utilitysystems in the Building being out of repair, or for injury to persons or property caused by anydefects in the water, sewer, electrical or sprinkler systems, if any, or in the heating, airconditioning, ventilating or other equipment, or for any damages arising out of the failure tofurnish heating, air conditioning, ventilating, water, electricity or other utility service.8. USE OF PREMISES     8.01. General. The Premises shall be used only for the Permitted Uses. By commencing occupancyof the Premises, Tenant accepts the Premises in the condition existing as of the date of suchentry, subject to all applicable municipal, county, state and federal statutes, laws, ordinances,and private restrictive covenants, including zoning ordinances and regulations governing andrelating to the use, occupancy and possession of the Premises (collectively “Regulations”). Tenantshall, at Tenant’s sole expense, comply with all Regulations now in force or which may hereafter bein force relating to the Premises and the use of the Premises, and Tenant shall secure any permitstherefor. Furthermore, Tenant agrees, by Tenant’s entry, that Tenant has conducted aninvestigation of the Premises and the acceptability of the Premises for Tenant’s use, to the extentthat such investigation might affect or influence Tenant’s execution of this Lease. Tenant shallnot commit waste, subject the Premises to any use which would damage the Premises or raise orviolate any insurance coverage required by this Lease. Tenant shall strictly comply with allstatutes, laws, ordinances, rules, regulations, and precautions now or hereafter mandated oradvised by any federal, state, local or other governmental agency with respect to the use,generation, storage, or disposal of hazardous, toxic, or radioactive materials (collectively“Hazardous Materials”). Landlord shall have the right at all reasonable times to inspect thePremises and to conduct tests and investigations to determine whether Tenant is in compliance withthe foregoing provisions, the costs of all such inspections, tests and investigations to be borneby Tenant. Tenant shall not cause, or allow anyone else under the control of Tenant to cause, anyHazardous Materials to be used, generated, stored, or disposed of on or about the Premises or theBuilding without the prior written consent of Landlord, which consent may be withheld in the solediscretion of Landlord, and which consent may be revoked at any time. **TENANT’S INDEMNIFICATION OFLANDLORD PURSUANT TO ARTICLE 4.08, ABOVE, SHALL EXTEND TO ALL LIABILITY, INCLUDING ALL FORESEEABLEAND UNFORESEEABLE CONSEQUENTIAL DAMAGES, DIRECTLY OR INDIRECTLY ARISING OUT OF THE USE, GENERATION,STORAGE, OR DISPOSAL OF HAZARDOUS MATERIALS BY TENANT INCLUDING, WITHOUT LIMITATION, THE COST OFANY REQUIRED OR NECESSARY REPAIR, CLEANUP, OR DETOXIFICATION AND THE PREPARATION OF ANY CLOSURE OROTHER REQUIRED PLANS, WHETHER SUCH ACTION IS REQUIRED OR NECESSARY PRIOR TO OR FOLLOWING THETERMINATION OF THIS LEASE, TO THE FULL EXTENT THAT SUCH ACTION IS ATTRIBUTABLE, DIRECTLY ORINDIRECTLY, TO THE USE, GENERATION, STORAGE, OR DISPOSAL OF HAZARDOUS MATERIALS BY TENANT.**Neitherthe written consent by Landlord to the use, generation, storage, or disposal of Hazardous Materialsnor the strict compliance by Tenant with all statutes, laws, ordinances, rules, regulations, andprecautions pertaining to Hazardous Materials shall excuse Tenant from Tenant’s obligation ofindemnification pursuant to this subsection. Tenant’s obligations pursuant to the foregoingindemnity shall survive the termination of this Lease.     8.02. Signs. Tenant shall not install any advertisement, sign or other notice on the interioror exterior of the Premises or Building without obtaining Landlord’s specific prior writtenconsent, subject to the following provisions. Any sign placed by Tenant on the Premises orBuilding shall be installed at Tenant’s sole cost and expense. All signs so permitted byLandlord shall comply with all applicable requirements of all governmental authorities, applicablerecorded restrictions, and all requirements of Landlord for coordinating Tenant’s signs with thesigns of other tenants in the Building. Any sign, except in the interior of the Premises, shallcontain only Tenant’s name or the name of any affiliate of Tenant actually occupying the Premisesand no advertising matter. Tenant shall maintain all Tenant’s signs in good and neat condition andrepair throughout the Term. Tenant shall remove any such sign upon expiration of the Term orearlier termination of this Lease and shall return the Premises to their condition prior to theplacement or erection of said sign.
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     8.03.Parking Access. In addition to the general obligation of Tenant to comply with laws andwithout limitation thereof, Landlord shall not be liable to Tenant nor shall this Lease be affectedif any parking privileges appurtenant to the Premises are impaired by reason of any moratorium,initiative, referendum, statute, regulation, or other governmental decree or action which could inany manner prevent or limit any parking rights of Tenant hereunder. Any governmental charges orsurcharges or other monetary obligations imposed relative to parking rights with respect to thePremises or the Building shall be considered as Tax Expenses and shall be payable by Tenant underthe provisions of Article 3 hereinabove. Tenant shall not use the Premises for the placement ofdumpsters, refuse collection, outdoor storage or parking of cars and/or trucks which are not inworking order. Tenant shall neither park nor allow the parking on the Premises of any recreationalvehicles, satellite dishes, non-motorized vehicles or other items of equipment.     8.04. Floor Load. Tenant shall not place a load upon any floor of the Premises which exceedsthe load per square foot which such floor is designed to carry and which is then allowed by law.9. DAMAGE AND DESTRUCTION     9.01. Determination as to Reconstruction. Tenant shall give immediate written notice toLandlord of any damage by fire or other casualty to the Premises. If all or any part of thePremises shall be damaged or destroyed by fire or other casualty, the Lease shall continue in fullforce and effect unless terminated as hereinafter provided, and Landlord shall repair, restore orrebuild the Premises to their condition as initially constructed by Landlord; provided, however,Landlord shall not be obligated to commence such repair or restoration or rebuilding untilinsurance proceeds are received by Landlord, and Landlord’s obligation hereunder shall be limitedto the proceeds actually received by Landlord under any insurance policy or policies, if any, whichhave not been required to be applied towards the reduction of any indebtedness secured by amortgage covering the Premises or any portion thereof.     No damage or destruction to the Premises shall allow Tenant to surrender possession of thePremises nor affect Tenant’s liability for the payment of Rent except as may be specificallyprovided in this Lease.     Notwithstanding anything to the contrary contained in this Article or elsewhere in this Lease,in the event that 50% or more of the Premises has been rendered unusable by such fire or othercasualty, Landlord, at its option and in its discretion, may decline to repair the Premises andterminate this Lease upon thirty (30) days’ notice to Tenant.     If the Premises shall be damaged or destroyed and in the event that Landlord has elected tocontinue this Lease, Landlord and Tenant shall commence their respective obligations under thisArticle as soon as is reasonably possible and prosecute the same to completion with all duediligence.     In the event of any termination of this Lease under the provisions of this Article, this Leaseshall terminate on the date such notice of termination is given.     9.02 Reconstruction Obligations. Landlord’s obligations to repair, replace and/or rebuild thePremises shall not apply to any improvements installed by Tenant on the Premises (the same havingbeen paid for entirely or partially by Tenant) or Tenant’s personal property.     9.03 Rent Abatement. Rent due and payable hereunder shall be abated proportionately during anyperiod in which, by reason of any such damage or destruction, Landlord reasonably determines thatthere is substantial interference with the operation of Tenant’s business in the Premises, havingregard to the extent to which Tenant may be required to discontinue its business in the Premises;**PROVIDED, HOWEVER, IF THE DAMAGE IS DUE TO THE FAULT OR NEGLECT OF TENANT OR ITS EMPLOYEES, AGENTSOR INVITEES, THERE SHALL BE NO ABATEMENT OF RENT**. Such abatement shall continue for the periodcommencing with such damage or destruction and ending with the earlier to occur of (i) thesubstantial completion by Landlord of the work of repair or reconstruction which Landlord isobligated or undertakes to do or (ii) total or partial resumption of
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business by Tenant in the Premises (provided, that if the resumption is only partial, suchabatement shall continue but be reasonably adjusted to reflect the then-current condition of thePremises).     9.04. Waiver. With respect to any destruction which Landlord may elect to repair under theterms of this Article 9, Tenant hereby waives all rights, if any, to terminate this Lease pursuantto rights otherwise presently or hereafter accorded to tenants under the laws of the state ofTexas.10. EMINENT DOMAIN     10.01. Total Condemnation. If the whole of the Premises is acquired or condemned by eminentdomain, inversely condemned or sold in lieu of condemnation, for any public or quasi public use orpurpose (“Condemned”), then the Term shall terminate as of the date of title vesting in suchproceeding, and Rent shall be adjusted as of the date of such termination. Landlord shall thereuponrefund to Tenant any prepaid Rent, and Tenant shall pay to Landlord any rent or charges dueLandlord under the Lease, each of such payments to be prorated as of the date of termination.Tenant shall immediately notify Landlord of any such occurrence.     10.02. Partial Condemnation. If any part of the Premises is partially Condemned, and suchpartial condemnation renders the Premises unusable for the business of the Tenant, as reasonablydetermined by Landlord, then the Term shall terminate as of the date of title vesting in suchproceeding, and Rent shall be adjusted to the date of termination. If such condemnation is notsufficiently extensive to render the Premises unusable for the business of Tenant as reasonablydetermined by Landlord, then Landlord shall promptly restore the Premises to a condition comparableto its condition immediately prior to such condemnation less the portion thereof lost in suchcondemnation, and this Lease shall continue in full force and effect except that after the date ofsuch title vesting the Base Rent shall be appropriately reduced as reasonably determined byLandlord.     10.03.Landlord’s Award. If the Premises are wholly or partially Condemned, then Landlordshall be entitled to the entire award paid for such condemnation, and Tenant waives any right orclaim to any part thereof from Landlord or the condemning authority.     10.04. Notice and Execution. Landlord shall, immediately upon service of process in connectionwith any condemnation or potential condemnation, give Tenant notice in writing thereof. Tenantshall immediately execute and deliver to Landlord all instruments that may be required toeffectuate the provisions of this Article 10.11. DEFAULT     11.01. Events of Default. The occurrence of any of the following events shall, at the electionof Landlord, constitute an “Event of Default” on the part of Tenant;     (a) [Intentionally deleted]     (b) Payment. Landlord fails to receive any installment of Base Rent, Additional Rent or othermonies due and payable hereunder upon the date when said payment is due after a five (5) day cureperiod following notice from Landlord (it being agreed that if more than two (2) suchnotices are given during any calendar year, then no further notice shall be required ofLandlord, and only a five (5) day grace period shall be afforded to Tenant for any subsequentpayment failures during the remainder of the Term);     (c) Performance. Failure to perform any of Tenant’s covenants, agreements or obligationshereunder (except default in the payment of Rent, Additional Rent or other monies) within twenty(20) days after written notice thereof from Landlord, provided that as to a default which is notsusceptible of being cured within such twenty (20) day period, then within sixty (60) days afterwritten notice from Landlord, so long as Tenant commences to cure such failure within such twenty(20) day period and diligently pursues its attempt to cure such failure;
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     (d) Assignment. A general assignment by Tenant for the benefit of creditors;     (e) Bankruptcy. The filing of a voluntary petition by Tenant, or the filing of an involuntarypetition by any of Tenant’s creditors seeking the rehabilitation, liquidation or reorganization ofTenant under any law relating to bankruptcy, insolvency or other relief of debtors, and any suchinvoluntary proceeding not being dismissed within twenty (20) days after filing;     (f) Receivership. The appointment of a receiver or other custodian to take possession ofsubstantially all of Tenant’s assets or of this leasehold and any such receiver or custodian notbeing discharged within twenty (20) days after appointment;     (g) Insolvency, Dissolution, Etc. Tenant shall become insolvent or unable to pay its debts orshall fail generally to pay its debts as they become due; or any court shall enter a decree ororder directing the winding up or liquidation of Tenant or of substantially all of its assets; orTenant shall take any action toward the dissolution or winding up of its affairs or the cessationor suspension of its use of the Premises; or     (h) Attachment. Attachment, execution or other judicial seizure of substantially all ofTenant’s assets or this leasehold.     (i) Default under Distribution Agreement. Tenant shall be in material default under theDistribution Agreement, which material default Tenant fails to cure within twenty (20) days afterwritten notice thereof from Landlord, provided that as to a material default which is notsusceptible of being cured within such twenty (20) day period, then within sixty (60) days afterwritten notice from Landlord, so long as Tenant commences to cure such failure within such twenty(20) day period and diligently pursues its attempt to cure such material default.     11.02.Landlord’s Remedies.     (a) Upon the occurrence of any such Event of Default, Landlord shall have the right to pursueany one or more of the following remedies in addition to all other rights or remedies providedherein or at law or in equity:(i) Without any further notice or demand whatsoever, Tenant shall be obligated toreimburse Landlord for the damages suffered by Landlord as a result of the event ofdefault, plus interest on such amount at the maximum contractual rate which couldlegally be charged in the event of a loan of such amount to Tenant (but in no eventto exceed 1-1/2% per month); and Landlord may pursue a monetary recovery fromTenant.(ii) Without any further notice or demand whatsoever, Landlord may take any one ormore of the actions permissible at law to insure performance by Tenant of Tenant’scovenants and obligations under this Lease. In this regard, and without limitingthe generality of the immediately preceding sentence, if Tenant deserts or vacatesthe Premises, Landlord may enter upon and take possession of such Premises in orderto protect them from deterioration and continue to demand from Tenant the monthlyrentals and other charges provided in this Lease, without any obligation to relet;however, if Landlord does, at its sole discretion, elect to relet the Premises,such action by Landlord shall not be deemed as an acceptance of Tenant’s surrenderof the Premises.(iii) Landlord may terminate this Lease by written notice to Tenant, in which eventTenant shall immediately surrender the Premises to Landlord, and if Tenant fails todo so, Landlord may, without prejudice to any other remedy which Landlord may havefor possession or arrearages in rent (including any late charge or interest whichmay have accrued pursuant to this Lease), enter upon and take possession of thePremises and expel or remove Tenant and any other person who may be
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occupying said Premises or any part thereof, by force if necessary, without beingliable for prosecution or any claim for damages therefor. Tenant hereby waives anystatutory requirement of prior written notice for filing eviction or damage suitsfor nonpayment of rent. In addition, Tenant agrees to pay to Landlord on demand theamount of all loss and damage which Landlord may suffer by reason of anytermination effected pursuant to this subsection, said loss and damage to bedetermined by either of the following alternative measures of damages:(1) Until Landlord is able, through reasonable efforts, the nature ofwhich efforts shall be at the sole discretion of Landlord, to relet thePremises under terms satisfactory to Landlord in its sole discretion,Tenant shall pay to Landlord on or before the first day of each calendarmonth the monthly rentals and other charges provided in this Lease. Ifand after the Premises have been relet by Landlord, Tenant shall pay toLandlord on the twentieth (20th) day of each calendar month the differencebetween the monthly rentals and other charges provided in this Lease forsuch calendar month and that actually collected by Landlord for suchmonth. If it is necessary for Landlord to bring suit in order to collectany deficiency, Landlord shall have a right to allow such deficiencies toaccumulate and to bring an action on several or all of the accrueddeficiencies at one time. Any such suit shall not prejudice in any way theright of Landlord to bring a similar action for any subsequent deficiencyor deficiencies. Any amount collected by Landlord from subsequent tenantsfor any calendar month in excess of the monthly rentals and other chargesprovided in this Lease, shall be credited to Tenant in reduction ofTenant’s liability for any calendar month for which the amount collectedby Landlord will be less than the monthly rentals and other chargesprovided in this Lease; but Tenant shall have no right to such excessother than the above-described credit.(2) When Landlord desires, Landlord may demand a final settlement. Upondemand for a final settlement, Landlord shall have a right to, and Tenanthereby agrees to pay, the difference between the total of all monthlyrentals and other charges provided in this Lease for the remainder of theterm and the reasonable rental value of the Premises for such period, suchdifference to be discounted to present value at a rate equal to the rateof interest which is allowed by law in the State of Texas when the partiesto a contract have not agreed on any particular rate of interest (or, inthe absence of such law, at the rate of six percent (6%) per annum). **Theparties agree that the foregoing satisfies any duty of mitigation on thepart of the Landlord, and the Tenant waives any further duty of mitigationon the part of the Landlord.**(iv) Lessor may alter locks and other security devices at the Premises and preventLessee from entering the Premises, in accordance with Section 93.002 of the TexasProperty Code, as amended from time to time.If Landlord elects to exercise any remedy prescribed above, this election shall in no wayprejudice Landlord’s right at any time thereafter to cancel said election in favor of anyother remedy prescribed above or in other sections of this Lease and any other remediesprovided by law. Forbearance by Landlord to enforce one or more of the remedies hereinprovided upon an event of default shall not be deemed or construed to constitute a waiverof such default.     (b) It is expressly agreed that in determining “the monthly rentals and other charges providedin this Lease,” as that term is used throughout this Section, there shall be added to the BaseMonthly Rent a sum equal to the charges for Tax Expenses and Insurance Expenses     (c) It is further agreed that, in addition to payments required above, Tenant shallreimburse and/or otherwise
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compensate Landlord for all expenses incurred by Landlord in repossession of the Premises and theenforcement of its rights under this Lease.     (d) In the event that any one or more provisions of this Lease authorizes Landlord to enterthe Premises, Landlord is entitled and is hereby authorized, without any notice to Tenant, to enterupon the Premises by use of a duplicate key, a master key, a locksmith’s entry procedures or anyother means not involving personal confrontation, and to alter or change the door locks on allentry doors of the Premises, thereby permanently excluding Tenant. In such event Landlord shall notbe obligated to place any written notice on the Premises explaining Landlord’s action; moreover, ifa reason for Landlord’s action is the failure of Tenant to pay any one or more rentals when duepursuant to this Lease, Landlord shall not be required to provide the new key (if any) to Tenantuntil and unless all rental defaults of Tenant have been fully cured.12. ASSIGNMENT AND SUBLETTING.     12.01 Assignment by Tenant. Tenant shall not assign, mortgage, pledge, hypothecate orotherwise transfer Tenant’s interest in or under this Lease, in whole or in part, nor sublet orpermit occupancy by any party other than Tenant of all or any part of the Premises, without theprior written consent of Landlord in each instance, which consent may be granted or withheld inLandlord’s sole discretion. No assignment or subletting by Tenant shall relieve Tenant of anyobligation under this Lease, including Tenant’s obligation to pay Rent hereunder. Any purportedassignment or subletting contrary to the provisions hereof without consent shall be void. Theconsent by Landlord to any assignment or subletting shall not constitute a waiver of the necessityfor such consent to any subsequent assignment or subletting. As Additional Rent hereunder, Tenantshall reimburse Landlord for reasonable legal and other expenses incurred by Landlord in connectionwith any request by Tenant for consent to assignment or subletting. If Tenant is a corporation,partnership or other entity and if at any time during the term of this lease the person or entityowning a majority of either the outstanding voting rights or the outstanding ownership interests ofTenant at the time of the execution of this lease cease to own a majority of such voting rights orownership interests or otherwise lose control, then such loss of a majority of such voting rightsor ownership interests or control is deemed to be an assignment of this lease by Tenant and,therefore, subject in all respects to the provisions of this Section 12. The previous sentence doesnot apply, however, if at the time of the execution of this lease, Tenant is a corporation and theoutstanding voting shares of capital stock of Tenant are listed on a recognized security exchangeor over-the-counter market.     12.02. Release. Landlord shall have the right at any time to convey all or any portion of itsinterest in the Premises. Whenever Landlord conveys any interest in the Premises, Landlord shall beautomatically released from the further performance of covenants on the part of Landlord hereincontained and from any and all further liability, obligations, costs and expenses, demands, causesof action, claims or judgments arising from or growing out of, or connected with this Lease afterthe effective date of said release. The effective date of said release shall be the date theassignee executes an assumption of such an assignment whereby the assignee expressly agrees toassume all of Landlord’s obligations, duties, responsibilities and liabilities with respect to thisLease. If requested, Tenant shall execute a form of release and such other documentation as may berequired to further effect the provisions of this Article 12.0213. ESTOPPEL CERTIFICATE, ATTORNMENT AND SUBORDINATION     13.01. Estoppel Certificate. Within ten (10) days after request therefor by Landlord, Tenantshall deliver, in recordable form, a certificate to any proposed mortgagee or purchaser,and to Landlord, certifying (if such be the case) as follows: (i) that to Tenant’s bestknowledge, there is no outstanding and uncured Event of Default under this Lease, and that thisLease is in full force and effect; (ii) that no modifications have been made in this Lease sincethe original execution of the same or, if there have been modifications, stating the modifications;(iii) the expiration date of this Lease; (iv) the date through which rent has been paid; (v) thatTenant has no claims, defenses or offsets to any action for collection of rents thereafter accruingunder this Lease; and (vi) no more than one month’s Monthly Base
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Rent has been paid in advance. In addition, such certificate shall contain such other informationas Landlord may reasonably require. Tenant hereby acknowledges that prospective purchasers orencumbrancers of the Premises may incur obligations or extend credit in reliance upon therepresentations of Tenant contained in such statement.     13.02. Attornment. Tenant shall (i) in the event any proceedings are brought for theforeclosure of, or in the event of exercise of the power of sale under any mortgage or deed oftrust made by the Landlord, its successors or assigns, encumbering the Premises, or any partthereof, or (ii) in the event of termination of a ground lease, if any, or (iii) in the event of asale or conveyance by Landlord of all or any part of the Premises, and if so requested, attorn tothe purchaser upon such foreclosure, sale or conveyance, or upon any grant of a deed in lieu offoreclosure, and recognize such purchaser as the Landlord under this Lease.     13.03. Subordination. The rights of Tenant hereunder are and shall be, at the election of themortgagee, subject and subordinate to the lien of such mortgage, or the lien resulting from anyother method of financing or refinancing, now or hereafter in force against the Premises, and toall advances made or hereafter to be made upon the security thereof; provided, however, thatnotwithstanding such subordination, so long as Tenant is not in default under any of the terms,covenants and conditions of this Lease, neither this Lease nor any of the rights of Tenanthereunder shall be terminated or subject to termination by any trustee’s sale, any action toenforce the security, or by any proceeding or action in foreclosure. If requested, Tenant agrees toexecute whatever documentation may be required to further effect the provisions of this Articlewithin seven (7) days after receipt by Tenant of such request.14. NOTICES. All notices required to be given hereunder shall be in writing and mailed postageprepaid by certified or registered mail, return receipt requested, or by personal delivery, to theappropriate address indicated below or at such other place or places as either Landlord or Tenantmay, from time to time, respectively, designate in a written notice given to the other. Noticesshall be deemed sufficiently served, whether actually received or not, on the date of mailingthereof in accordance with the foregoing provisions.To Landlord: At the Landlord’s Address specified in Article 1.01 hereof.To Tenant: At the Tenant’s Address, as specified in Article 1.01 hereof, or at the address of thePremises.15. SUCCESSORS BOUND. Subject to the provisions of Article 12, Tenant may not assign this Lease orany interest herein without the prior written consent of Landlord, which may be granted or withheldin Landlord’s sole discretion. Subject to the foregoing, this Lease and each of its covenants andconditions shall be binding upon and shall inure to the benefit of the parties hereto and theirrespective heirs, successors and legal representatives and their respective assigns, subject to theprovisions hereof. Whenever in this Lease a reference is made to the Landlord, such reference shallbe deemed to refer to the person in whom the interest of the Landlord shall be vested, and Landlordshall have no obligation hereunder as to any claim arising after the transfer of its interest inthe Premises. Any successor or assignee of the Tenant who accepts an assignment or the benefit ofthis Lease and enters into possession or enjoyment hereunder shall thereby assume and agree toperform and be bound by the covenants and conditions thereof. Nothing herein contained shall bedeemed in any manner to give a right of assignment to Tenant without the written consent ofLandlord.16. MISCELLANEOUS     16.01. Waiver. No waiver of any default or breach of any covenant by either party hereundershall be implied from any omission by either party to take action on account of such default ifsuch default persists or is repeated, and no express waiver shall affect any default other than thedefault specified in the waiver, and then said waiver shall be operative only for the time and tothe extent therein stated. Waivers of any covenant, term or condition contained herein by eitherparty shall not be construed as a waiver of any subsequent breach of the same covenant, term orcondition. The consent or approval by either party to or of any act by either party requiringfurther consent or approval shall not be deemed to waive or render unnecessary their consent orapproval to or of any
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subsequent similar acts.     16.02. Easements. Landlord reserves the right to (i) alter the boundaries of the Premises and(ii) grant easements on the Premises and dedicate for public use portions thereof without Tenant’sconsent; provided, however, that no such grant or dedication shall materially interfere withTenant’s use of the Premises and that if such boundary change or easement shall materially reduceor impair Tenant’s use of the Premises, the Base Rent shall be adjusted equitably. From time totime, and upon Landlord’s demand, Tenant shall execute, acknowledge and deliver to Landlord, inaccordance with Landlord’s instructions, any and all documents, instruments, maps or platsnecessary to effectuate Tenant’s covenants hereunder.     16.03. No Light, Air or View Easement. Any diminution or shutting off of light, air or view tothe Premises by any structure which may be erected on lands adjacent to or in the vicinity of orwithin the Building shall in no way affect this Lease or impose any liability on Landlord.     16.04. Corporate or Partnership Authority. Each of the persons executing this Lease on behalfof Tenant hereby covenants and warrants that: (a) Tenant is a duly authorized and existingcorporation; (b) Tenant is qualified to do business in the state of Texas; (c) Tenant has fullright and authority to enter into this Lease; (d) each of the persons executing this Lease onbehalf of Tenant is authorized to do so; and (e) this Lease constitutes a valid and legally bindingobligation of Tenant, enforceable in accordance with its terms.     (b) If Tenant executes this Lease as a partnership or joint venture, each of the personsexecuting this Lease on behalf of Tenant hereby covenants and warrants that: (i) Tenant is a dulyauthorized and existing partnership or joint venture; (ii) Tenant is qualified to do business inthe State of Texas; (iii) Tenant has full right and authority to enter into this Lease; (iv) eachof the persons executing this Lease on behalf of Tenant is authorized to do so; and (v) this Leaseconstitutes a valid and legally binding obligation of Tenant, enforceable in accordance with itsterms.     (c) Tenant acknowledges that, prior to the execution of this Lease, Tenant has delivered toLandlord such documentation as may be required by Landlord to evidence the matters referenced inparts (a) and (b) above of this Article 16.04, including without limitation corporate orpartnership resolutions. Tenant further represents and warrants that all such documentation istrue and correct in all material respects.     16.05. Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser amountthan the Rent herein stipulated shall be deemed to be other than on account of the Rent, nor shallany endorsement or statement on any check or any letter accompanying any check or payment as Rentbe deemed an accord and satisfaction, and Landlord may accept such check or payment withoutprejudice to Landlord’s right to recover the balance of such Rent or pursue any other remedyprovided in this Lease or available at law or in equity.     16.06. Limitation of Landlord’s Liability. The obligations of Landlord under this Lease shallnot constitute personal obligations of the Landlord; Tenant shall look solely to the real estatethat is the subject of this Lease and to no other assets of Landlord for satisfaction of anyliability in respect of this Lease; and Tenant shall not seek personal recourse against Landlordfor such satisfaction.     16.07. Time. Time is of the essence of every provision hereof.     16.08. Attorneys’ Fees. In any action or proceeding which the Landlord or the Tenant may berequired to prosecute to enforce its respective rights hereunder, the unsuccessful party thereinagrees to pay all costs incurred by the prevailing party therein, including reasonable attorneys’fees to be fixed by the court, and said costs and attorneys’ fees shall be made a part of thejudgment in said action. In any situation in which a dispute is settled other than by action orproceeding, Tenant shall pay all Landlord’s costs and attorneys’ fees relating thereto.     16.09.Captions and Article Numbers. The captions, article numbers and table of contentsappearing in this
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Lease are inserted only as a matter of convenience and in no way define, limit, construe ordescribe the scope or intent of such sections or articles of this Lease nor in any way affect thisLease.     16.10. Severability. If any term, covenant, condition or provision of this Lease, or theapplication thereof to any person or circumstance, shall to any extent be held by a court ofcompetent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, covenants,conditions or provisions of this Lease, or the application thereof to any person or circumstance,shall remain in full force and effect and shall in no way be affected, impaired or invalidated.     16.11. Applicable Law. This Lease, and the rights and obligations of the parties hereto, shallbe construed and enforced in accordance with the laws of the state of Texas.     16.12. Surrender. Upon the expiration or earlier termination of this Lease, Tenant shallsurrender the Premises to Landlord in good order, condition and repair, except for reasonable wearand tear or as otherwise provided herein, and Tenant shall surrender all keys for the Premises toLandlord at the place then fixed for the payment of Rent and shall inform Landlord of allcombinations on locks, safes and vaults, if any, in the Premises. Tenant shall not commit or allowany waste or damage to be committed on any portion of the Premises. Any of Tenant’s personalproperty that is not removed from the Premises prior to the date of termination of this Lease shallbecome the property of Landlord. Landlord may cause any of said personal property that is notremoved from the Premises within thirty (30) days after the date of any termination of this Leaseto be removed from the Premises and stored at Tenant’s expense, or, at Landlord’s election saidpersonal property thereafter shall belong to Landlord without the payment of any consideration,subject to the rights of any person holding a perfected security interest therein.     16.13. No Nuisance. Tenant shall conduct its business and control its agents, employees,invitees and visitors in such a manner as not to create any nuisance.     16.14. Broker. Tenant warrants that it has had no dealings with any real estate broker oragent in connection with the negotiation of this Lease and that it knows of no other real estatebroker or agent who is entitled to any commission or finder’s fee in connection with this Lease.Tenant agrees to indemnify Landlord, defend by counsel acceptable to Landlord and hold Landlordharmless from and against any and all claims, demands, losses, liabilities, lawsuits, judgments,costs and expenses (including without limitation, attorneys’ fees and costs) with respect to anyleasing commission or equivalent compensation alleged to be owing on account of Tenant’s dealingswith any real estate broker or agent.     Landlord warrants that, except for The Staubach Company, who represents Landlord in connectionwith this transaction, it has had no dealings with any real estate broker or agent in connectionwith the negotiation of this Lease and that it knows of no other real estate broker or agent who isentitled to any commission or finder’s fee in connection with this Lease. Landlord agrees toindemnify Tenant, defend by counsel acceptable to Tenant and hold Tenant harmless from and againstany and all claims, demands, losses, liabilities, lawsuits, judgments, costs and expenses(including without limitation, attorneys’ fees and costs) with respect to any leasing commission orequivalent compensation alleged to be owing on account of Landlord’s dealings with any real estatebroker or agent.     16.15. Landlord’s Right to Perform. Upon Tenant’s failure to perform any obligation of Tenanthereunder, including without limitation, payment of Tenant’s insurance premiums, andcharges of contractors who have supplied materials or labor to the Premises, Landlord shallhave the right to perform such obligation of Tenant on behalf of Tenant and/or to make payment onbehalf of Tenant to such parties. Tenant shall reimburse Landlord the reasonable cost of Landlord’sperforming such obligation on Tenant’s behalf, including reimbursement of any amounts that may beexpended by Landlord, plus interest at the maximum rate permitted by law, as Additional Rent.     16.16. Nonliability. Landlord shall not be in default hereunder or be liable for anydamages directly or
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indirectly resulting from, nor shall the rental herein reserved be abated by reason of (i) theinterruption of use of the Premises as a result of the routine installation of any equipment inconnection with the Premises or Building or (ii) any failure to furnish or delay in furnishing anyservices required to be provided by Landlord when such failure or delay is caused by accident orany condition beyond the reasonable control of Landlord or by the making of necessary repairs orimprovements to the Premises or to the Building, or the limitation, curtailment, rationing orrestriction on use of water, electricity, gas or any other form of energy or any other service orutility whatsoever serving the Premises or the Building. Landlord shall use reasonable efforts toremedy any interruption in the furnishing of such services. If Landlord is delayed or preventedfrom performing any of its obligations under this Lease by reason of strike, labor disputes, or anycause whatsoever beyond Landlord’s reasonable control, the period of such delay or such preventionshall be deemed added to the time herein provided for the performance of any obligation byLandlord.     16.17. [Intentionally deleted]     16.18. Landlord’s Right to Terminate Upon Abandonment. Tenant shall have the right to ceasedoing business in the Premises, so long as (a) Tenant delivers written notice of its intent tocease business no later than ninety (90) days prior to its ceasing business, (b) Tenant continuesto comply with all other terms and conditions of the Lease, including, without limitation, thepayment of Base Rent and Additional Rent, (c) Tenant shall pay to Landlord any expenses incurred byLandlord as a result of Tenant’s cessation of doing business in the Premises, such as increases ininsurance premiums, and (d) Tenant shall take all reasonable precautions to secure the Premises. Atany time when Tenant has exercised its right to cease doing business in the Premises, Landlordshall have the right, upon written notice to Tenant, to recapture the Premises, and upon deliveryof such written notice to Tenant, this Lease shall terminate (other than any obligations of theparties which have accrued prior to such date or which by the terms hereof survive the terminationor expiration of this Lease).     16.19. Recording. Neither Landlord nor Tenant shall record this Lease nor a short formmemorandum thereof without the prior written consent of the other; provided, that Landlord andTenant shall cooperate to record a reasonable short-form memorandum giving notice of the existenceof this Lease and the Term hereof, at Tenant’s sole cost and expense. Tenant shall, at its solecost and expense, prepare and record a termination of such memorandum upon the expiration orearlier termination of this Lease.     16.20. Entire Agreement. This Lease, including any Exhibits and Riders attached hereto, setsforth all covenants, promises, agreements, conditions and understandings between Landlord andTenant concerning the Premises. There are no covenants, promises, agreements, conditions orunderstandings, either oral or written, between Landlord and Tenant other than as are herein setforth. Except as herein otherwise provided, no subsequent alteration, amendment, change or additionto this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed byLandlord and Tenant. **EXCEPT FOR THE MATTERS EXPRESSLY SET FORTH IN THIS LEASE AND EXCEPT WITHRESPECT TO THE TRANSACTION DOCUMENTS DESCRIBED HEREIN, TENANT ACKNOWLEDGES AND AGREES THAT (A)NEITHER LANDLORD NOR ANY PARTY ACTING ON LANDLORD’S BEHALF HAS MADE ANY AGREEMENT, REPRESENTATION,WARRANTY, COMMITMENT OR STATEMENT IN ANY WAY PERTAINING TO THE PREMISES, (B), TENANT HAS NOT RELIEDUPON ANY AGREEMENT, REPRESENTATION, WARRANTY, COMMITMENT OR STATEMENT IN MADE OR PURPORTEDLY MADEBY OR ON BEHALF OF LANDLORD WITH RESPECT TO THE PREMISES,AND (C) TENANT HAS RELIED SOLELY UPON TENANT’S OWN EVALUATIONS, EXAMINATIONS, STUDIES,REPORTS, AND INFORMATION WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS LEASE.**     16.21. Tenant’s Notice to Landlord of Default. Should Landlord be in default under any of theterms of this Lease, Tenant shall give Landlord prompt written notice thereof in the mannerspecified herein, and Tenant shall allow Landlord a reasonable length of time in which to cure suchdefault, which time shall not in any event be less than thirty (30) days from the date of suchnotice.
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     16.22. Test Kitchen. Notwithstanding anything to the foregoing in this Lease, Landlord shallhave the ongoing right to access, utilize and use the existing test kitchen located within thePremises without cost to Landlord, except as set forth in this Section 16.22. Within a reasonabletime after the Commencement Date, Landlord shall have the test kitchen separately metered forelectricity, and such the utility costs for the test kitchen during Landlord’s usage of the sameshall be at Landlord’s sole expense. The right of Landlord to use the kitchen shall continue forsuch time as Pizza Inn, Inc. is the occupant of the office space adjacent to the Premises.     16.23. Special Condition. Notwithstanding anything to the contrary contained in this Lease, onor before October 16, 2006, Landlord shall either (i) confirm to Tenant in writing its ability todeliver good title to the Racking System (as defined in the Purchase Agreement) to Tenant ascontemplated in the Purchase Agreement, or (ii) propose to Tenant in writing an alternate plan forthe Racking System, which must (1) furnish Tenant with the use of the Racking System for the entireTerm, (2) include the consent of the lessor of the Racking System, (3) provide for Landlord’spayment of all lease, license, rental or other costs or fees relating to obtaining use andpossession of the Racking System for Tenant during the continuation of such alternate plan, and (4)be otherwise reasonable acceptable to Tenant. If an alternate plan is proposed, Tenant shall haveten (10) days after receipt of such notice to accept such alternate plan in writing. If Tenantaccepts such alternate plan in writing, then (a) Landlord will implement such alternate plan, (b)Landlord will indemnify Tenant against loss, cost or damage suffered by Tenant if Tenant isdispossessed of the Racking System during the Term, or if Tenant’s use of the Racking System ismaterially interfered with during the Term, (c) Tenant will have the option to terminate this Leaseand/or the Distribution Agreement upon such dispossession or material interference, and (d) Tenantwill have the option to require Landlord to continue to pursue the purchase and transfer of theRacking System to Tenant as contemplated by the Purchase Agreement.     In the event that (i) Landlord fails to confirm transfer of the Racking System to Tenant orfails to propose an alternate plan meeting the conditions above, or (ii) Tenant fails to acceptsuch alternate plan as described above, or (iii) Tenant otherwise does not have title to orpossession and use of the Racking System as of November 1, 2006, then Tenant shall have the rightto terminate this Lease by giving written notice (which may be given by fax, email or any otherreasonable means) to Landlord on or before November 1, 2006, whereafter all such rights toterminate shall expire.
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INWITNESS WHEREOF, the parties have executed this Lease as of the date first above written.         “LANDLORD”           **PIZZA INN, INC.**    a Missouri corporation           By: /s/ Timothy P. Taft       Name:  Timothy P. Taft       Title: President/ CEO                  “TENANT”           **THE SYGMA NETWORK,INC.,**    a Delaware corporation           By:/s/ Ronald H. Epple, Sr V.P.       Name:Ronald H. Epple       Title:SrV.P. & CFO         
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**Exhibit A**Premises/Property Drawing
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