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Exhibit 10.14    
  


FIRST AMENDMENT TO LEASE AGREEMENT
  (Expansion) 



        This
First Amendment to Lease Agreement (this "Amendment") is dated to be effective as of the 30th day of December, 2002, by
and between LIT PC, L.P. a Delaware limited partnership as successor in interest to PRUCROW INDUSTRIAL PROPERTIES, L.P., a Delaware limited partnership
("Landlord"), and HEALTHTRONICS, INC., a Georgia corporation ("Tenant"). 


R E C I T A L S  



        A.    Landlord
and Tenant entered into that certain Lease Agreement dated January 27, 2000 (the "Lease"), whereby
Landlord leases to Tenant certain premises containing approximately 27,475 rentable square feet (the "Premises") in that certain Building (the
"Building") of West Oak Center (the "Project") in Marietta, Georgia, as more particularly described in
the Lease. 


        B.    Landlord
and Tenant now desire to amend the Lease to provide for, among other things, an expansion to the size of the Premises, and an increase in the monthly Base Rent. 


        C.    All
capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Lease. 




        Now
therefore, in consideration of the covenants and obligations contained herein, Landlord and Tenant agree as follows: 


A G R E E M E N T S  


        1.    Expansion.    Commencing on the date on which Profiit Recovery Group
("PRG") vacates the space that will become the Expanded Premises (defined below), pursuant to that certain Termination Agreement between Landlord and
PRG, dated December 16, 2002 (the "Expansion Date"), the Premises shall be expanded to include the additional 15,112 square feet adjacent to the
Premises, as depicted on Exhibit A attached hereto (the "Expanded Premises") for a total of
42,587 square feet. From and after the Expansion Date, all references in the Lease to the "Premises" shall be deemed to include, and shall apply equally to, the Expanded Premises. 


        2.    Base Rent.    Commencing on the Expansion Date and continuing until the expiration of the Lease Term, the
monthly Base Rent shall be as follows and shall be payable in accordance with all terms and conditions of the Lease: 



	Months (following Expansion Date)
 
	 	Monthly Base Rent

	Expansion Date through Month 3	 	$	26,085
	Months 4-12	 	$	26,867
	Months 13-24	 	$	27,673
	Months 25-36	 	$	28,503
	Months 37-48	 	$	29,358
	Months 49-Expiration Date	 	$	30,239






        3.    Operating Expenses.    Commencing on the Expansion Date, Tenant's Proportionate Share for purposes of
determining Operating Expenses and other expenses reimbursable to Landlord pursuant to the terms of the Lease shall be increased to 70.97% of the Building and 19.31% of the Project, subject to further
adjustment as provided in the Lease. 


        4.    Expansion Improvements.    



        (a)  Subject
to Landlord's receipt of all required governmental permits, licenses and approvals, Landlord agrees to furnish or perform or cause to be performed those items of 






 


construction and those improvements generally set forth below ("Expansion Improvements"), which Expansion Improvements shall be more particularly
determined in the Plans and Specs: 



	•
	Paint
and carpet as shown on Plans and Specs



	•
	Three
offices as shown on Plans and Specs



	•
	Two
hallways between Premises and Expanded Premises as shown on Plans and Specs



	•
	The
Expansion Improvements shall specifically exclude installation of telephone, computer, and security systems, and installation of any fire alarm system
and/or fire extinguishers. 




        (b)  Landlord
shall pay for the Expansion Improvements up to a maximum amount of $80,000 (the "Expansion Allowance"). In the
event the cost of the Expansion Improvements exceeds the Expansion Allowance, such overage shall be borne exclusively by Tenant and Tenant shall, within five (5) days after written demand
therefor, reimburse Landlord for any and all costs and expenses exceeding the Expansion Allowance. Landlord makes no representation or warranty whatsoever as to the total cost of the Expansion
Improvements and Tenant acknowledges that the cost of the Expansion Improvements may exceed the Expansion Allowance. The cost of the Expansion Improvements shall include all construction,
architectural, space planning, design and engineering fees, costs of ADA compliance and any and all licensing or permit fees, and a construction management fee equal to 5% of the approved contractor's
bid. Failure of Tenant to pay to Landlord any amount in excess of the Expansion Allowance when due shall be deemed an Event of Default under the Lease. 


        (c)  Landlord
shall involve Tenant in the process of developing final plans and specifications (the "Plans and Specs") for the
Expansion Improvements, such Plans and Specs not to require any construction
beyond the general scope of the Expansion Improvements described herein. Final Plans and Specs shall be submitted to Tenant for its approval, such approval not to be unreasonably withheld or delayed.
If Tenant does not advise Landlord in writing of its disapproval of the Plans and Specs, and a detailed explanation of the reasons therefor, within ten (10) days after Landlord's delivery of
the Plans and Specs, the same shall be deemed approved by Tenant in all respects. If Tenant shall desire any changes, Tenant shall so advise Landlord in writing and Landlord shall determine whether
such changes can be made in a reasonable and feasible manner. If Landlord agrees to make such reasonable changes, Landlord shall revise the Plans and Specs and resubmit the same to Tenant for its
reasonable approval. If Tenant does not advise Landlord in writing of its disapproval of the revised Plans and Specs, and a detailed explanation of the reasons therefor, within five (5) days
after Landlord's delivery of the revised Plans and Specs, the same shall be deemed approved by Tenant in all respects. Any and all costs of reviewing any requested changes, and any and all costs of
making any changes to the Expansion Improvements which Tenant may request and which Landlord may agree to shall be at Tenant's sole cost and expense and if Landlord so requests, shall be paid to
Landlord upon demand and before execution of the change order. 


        (d)  Upon
receipt of all required permits, approvals and licenses, Landlord shall proceed with and complete the construction of the Expansion Improvements. After completion
of the Expansion Improvements, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of the Expanded Premises. 


        (e)  The
failure of Tenant to take possession of or to occupy the Expanded Premises shall not serve to relieve Tenant of obligations arising on the Expansion Date or delay
the payment of rent by Tenant. Subject to applicable ordinances and building codes governing Tenant's right to occupy or perform work in the Expanded Premises and Landlord's prior written approval,
Landlord may allow Tenant to install its machinery, equipment, fixtures, or other personal property on the Expanded Premises during the final stages of completion of construction provided that Tenant
does 



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not thereby interfere with the completion of construction or cause any labor dispute as a result of such installations. In the event of Tenant's entry and/or work in or about the Expanded Premises
during the final stages of completion of construction, Tenant does hereby agree to assume all risk of loss or damage to its machinery, equipment, fixtures, and other personal property and to
indemnify, defend, and hold Landlord harmless from any loss or damage to such property, and all liability, loss, or damage arising from any injury to the Project or the property of Landlord, its
contractors, subcontractors, or materialmen, and any death or personal injury to any person or persons arising out of Tenant's installations, whether or not any such loss, damage, liability, death, or
personal injury was caused by Landlord's negligence. Delay in putting Tenant in possession of the Expanded Premises shall not serve to extend the term of this Lease or to make Landlord liable for any
damages arising therefrom. Notwithstanding the foregoing, Landlord shall use commercially reasonably efforts to minimize interference with Tenant's operation of its business in the Premises during the
construction of the Expanded Premises. 


        (f)    Except
for completion of the Expansion Improvements and incomplete punch list items, upon the Expansion Date, Tenant shall have and hold the Expanded Premises as the
same shall then be without any liability or obligation on the part of Landlord for making any further alterations or improvements of any kind in or about the Premises or Expanded Premises. 


        (g)  Tenant
acknowledges that it shall be solely responsible for moving its personal property and operations located within the Premises to an adequate distance away from the
area of Landlord's construction of the Expansion Improvements in order to protect such property and operations. 




        5.    Brokers.    



        (a)  Tenant
represents and warrants that it has dealt with no broker, agent or other person in connection with this transaction and that no broker, agent or other person
brought about this transaction other than Advantis GVA, and Tenant agrees to indemnify and hold Landlord harmless from and against any claims by any other broker, agent or other person claiming a
commission or other form of compensation by virtue of having dealt with Tenant with regard to this leasing transaction. 


        (b)  All
parties hereto acknowledge that Advantis GVA has acted on behalf of Tenant and that Trammell Crow Company has acted on behalf of Landlord with respect to this
Amendment. Following mutual execution and delivery of this Amendment, Landlord will pay a commission to Advantis GVA and Trammell Crow Company pursuant to separate commission agreements. 




        6.    HVAC.    Notwithstanding anything to the contrary contained in the Lease or this Amendment, if any of the HVAC
units in the Expanded Premises require repair, maintenance or replacement, Tenant shall be pay up to a maximum of $600.00 per unit, per each occurrence of repair, maintenance or replacement for such
unit ("HVAC Cap"); provided, however, if the repair, maintenance or replacement is due to Tenant's negligence or willful misconduct, such HVAC Cap shall
not apply and Tenant shall be responsible for all of the costs incurred in connection with such repair, maintenance or replacement. In the event the cost to repair, maintain or replace any HVAC unit
exceeds the HVAC Cap (and Tenant is not responsible for any amounts above the HVAC Cap, as provided above), such overage shall be borne exclusively by Landlord. 


        7.    No Other Changes.    Except as modified herein, all terms and conditions of the Lease shall remain unchanged and
in full force and effect. 


        [SIGNATURES
ON FOLLOWING PAGE] 


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        THIS
FIRST AMENDMENT TO LEASE AMENDMENT is dated to be effective as of the date first written above. 



	 	 	TENANT:
	

 	
 	
HEALTHTRONICS, INC., a Georgia corporation
	

 	
 	

By:	
 	

/s/  VICTORIA W. BECK      

	 	 	Name:	 	Victoria W. Beck

	 	 	Title:	 	Executive Vice President






	

 	
 	
LANDLORD:
	

 	
 	

LIT PC, L.P., a Delaware limited partnership
	

 	
 	

By:	
 	

LIT PC REALTY, L.L.C., a Delaware limited liability company, its general partner





	

 	
 	

By:	
 	

Lion Industrial Properties, L.P., a Delaware limited partnership, its sole member





	

 	
 	

By:	
 	

Lion GP Sub, LLC, a Delaware limited liability company, its sole general partner





	

 	
 	

By:	
 	

Lion Industrial Trust, a Maryland real estate investment trust, its manager





	

 	
 	

By:	
 	

/s/  ANDY SITZER      

	 	 	Name:	 	Andy Sitzer

	 	 	Title:	 	Vice President





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Exhibit A  


 Expanded Premises  


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Exhibit 10.14