Exhibit 10.24


    Exhibit
      10.24

     

    Version
      Rev. A: 10/7/02

    


    Sublease

    


    1630
      D
      Spartanburg HWY 

    Hendersonville,
      NC 28792

    


    SUBLEASE
      AGREEMENT

    


    THIS
      SUBLEASE AGREEMENT is made and entered into as of _________________, ____ by
      and
      between BellSouth Personal Communications, LLC, a Delaware limited liability
      company, d.b.a. Cingular Wireless (“Sublandlord”), and BBI Computer Solutions,
      Inc. (“Subtenant”).

    


    Sublandlord
      is the Tenant of approximately One Thousand. two hundred (1,200) square feet
      (the "Premises") under that certain Lease dated August 1, 2000 by and between
      Sublandlord, as Tenant, and Gosnell Properties as Landlord of the Property
      located at 1630 D Spartanburg HWY and commonly known as Hendersonville Retail"
      (the "Master Lease"), attached hereto as Exhibit “B”.

    


    By
      Authorized Agency Agreement ("Dealer Agreement") dated as of April 10. 2001,
      Subtenant is an authorized cellular service dealer of Sub
      landlord.]

    


    Subtenant
      desires to sublease approximately 1,200 square feet from Sublandlord (the
      "Sublet Premises") as outlined in red on Exhibit "A" attached hereto. The Sublet
      Premises represents approximately one hundred percent (100%) of the
      Sublandlord’s leased Premises at the above location

    


    NOW
      THEREFORE, in consideration of the foregoing premises and the mutual promises
      contained in this Sublease, the parties hereby agree as follows:

    


    1.
      Sublease of Sublet Premises. Sub landlord hereby subleases to Subtenant and
      Subtenant hereby hires from Sub landlord the Sublet Premises for the rent
      hereinafter provided and subject to the terms and conditions of this Sublease
      and the Master Lease.

    


    2.
      Provisions Constituting Sublease. This Sublease is subject to and subordinate
      to
      all the terms and conditions of the Master Lease (a copy of which is attached
      hereto as Exhibit" B") and to the matters to which the Master Lease is
      subordinate, to the extent not inconsistent with the provisions of this
      Sublease. As pertains to the Sublet Premises, the provisions of the Master
      Lease
      are incorporated herein by reference with the same force and effect as if they
      were fully set forth herein. but specifically excluding the following Paragraphs
      or Sections: Section 1 and Section 8. Notwithstanding the foregoing, any
      inconsistencies between the terms of this Sublease and the Master Lease which
      shall result from the foregoing incorporation shall be resolved in favor of
      this
      Sublease, provided, however. that if construction of terms would cause Sub
      landlord to be in default under the terms of the Master Lease, then any
      inconsistency shall be resolved in favor of the Master Lease. As pertains to
      the
      Sublet Premises, Subtenant does hereby assume and does hereby agree to perform
      Sublandlord's obligations, as Tenant under the Master Lease. Each reference
      in
      the Master Lease to "Landlord" and "Tenant" shall be read as referring to
      "Sublandlord” and "Subtenant", respectively, in this regard. In the event of the
      termination of Sublandlord's interest as Tenant under the Master Lease for
      any
      reason, then this Sublease shall terminate without liability of Sublandlord
      to
      Subtenant. Subtenant shall in no event have any rights under this Sublease
      greater than Sublandlord's rights as tenant under the Master Lease.


     

    
      
         

      

      
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    3.
      Term.
      The term of this Sublease shall commence on November 1, 2002 and shall terminate
      on July 31, 2003, but in no case shall the term of this Sublease extend beyond
      the date which is thirty (30) days prior to the termination or expiration of
      the
      current Master Lease term. If the Dealer Agreement is terminated for any reason,
      then Sublandlord may. at Sublandlord's option, terminate this Sublease effective
      the date the Dealer Agreement terminates.

    


    4.
      Rent.
      Subtenant shall pay Sublandlord in consideration of the Sublease at the address
      set forth below a base rent, additional rent, and all other charges and fees
      due
      and payable by Sub landlord as Tenant under the Master Lease. The current base
      rent due is Eight Hundred-seventy-five dollars and zero cents ($875.00 ) per
      month. The current additional rent is Zero ($0) per month. The current total
      monthly obligation due is Eight hundred-seventy-five dollars and zero cents
      ($
      875.00) during the term hereof, payable in advance on the first day of each
      month beginning on November 1, 2002. Sublandlord makes no representation or
      warranty to the accuracy of the foregoing numbers. In the event of a discrepancy
      between the amount due under the Master Lease and the amount set forth above
      or
      in any billing statement from Sublandlord, the Master Lease shall control.
      Any
      base rent payments, additional rents. or other sums due under this Sublease
      which are received by Sub landlord after the due date shall each be assessed
      Ii
      late payment fee equal to the amount of late payment fee imposed under the
      Master Lease for the month first due and for each month thereafter until paid,
      payable by Subtenant as additional rent. Such late payment fee shall be due
      as
      liquidated damages and not as a penalty, the parties agreeing that it is
      difficult if not impossible to ascertain Sublandlord's damages in the event
      of
      late payment.

    


    In
      addition, simultaneously with the execution and delivery of this Sublease,
      the
      Subtenant shall deliver to Sublandlord a cashier's check in the amount of N/A
      ($0), which represents full payment to Sublandlord for any existing tenant
      improvements, furniture & fixtures located at the Sublet Premises and owned
      by Sublandlord (the "Tenant Improvements"), as provided in Section 11.B,
      hereinbelow.

    


    Payments
      to Sublandlord shall be made to the following address or such other address
      as
      Sublandlord may from time to time designate in writing:

    


    BellSouth
      Mobility, LLC 

    c/o
      Cingular Wireless 

    P.
      O. Box
      9089 

    Downers
      Grove, IL 60515 

    Reference
      No.: BSNC2452

    


    5.
      Security Deposit, and Advance. Simultaneous with the execution and delivery
      of
      this Sublease, the Subtenant shall deliver to Sublandlord a cashier's check
      in
      the amount of Eight hundred seventy-five dollars and zero cents ($875.00),
      which
      represents the first month's rent, and the sum of Eight hundred seventy five
      dollars and zero cents ($875.00) which represents a security deposit which
      shall
      be refunded by Sublandlord within thirty (30) days after expiration of this
      Sublease if Subtenant has not defaulted hereunder. Unless required to hold
      the
      security deposit in an interest bearing account, Sub landlord shall hold the
      security deposit in a non-interest bearing account or co-mingled with its
      general funds. Sub landlord may apply the security deposit to any amount past
      due under this Sublease including amounts required to reimburse Sublandlord
      for
      costs and expenses, including reasonable attorney's fees, incurred by
      Sublandlord in enforcing this Sublease or curing any default by Subtenant under
      this Sublease. Application of the security deposit shall not serve to relieve
      Subtenant from its obligation to perform under this Sublease or serve to cure
      the default. Upon demand, Subtenant agrees to pay to Sublandlord an amount
      necessary to restore the amount of any security deposit previously applied
      by
      Sublandlord under this section.

     

    
      
         

      

      
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    6.
      Insurance. Subtenant shall throughout the term maintain in force a policy of
      insurance in the form and amounts and for the purposes as set forth in the
      Master Lease, which shall include without limitation the coverage of its
      personal property; and Subtenant shall indemnify Sublandlord and Landlord from
      liabilities to third parties for personal injury, death and damage to tangible
      property resulting from Subtenant's negligence or willful conduct, and in
      accordance with all such provisions of the Master Lease. Subtenant shall. be
      responsible for any increase to Sublandlord's and Landlord's insurance premiums
      due to Subtenant's use. Landlord and Sublandlord shall be named as an additional
      insured and named payee on Subtenant's insurance. Subtenant will provide a
      copy
      of Subtenant's insurance policy together with a certificate of insurance to
      Sublandlord prior to its occupancy of the Sublet Premises.

    


    7.
      Utilities. Subtenant shall be responsible for all utilities servicing the Sublet
      Premises, and its pro-rata share of any other Common Area Maintenance costs,
      if
      any, due from Sublandlord as Tenant under the Master Lease.

    


    8.
      Use.
      Subtenant shall use the Sublet Premises strictly in accordance with the
      requirements of the Master Lease and for no other purposes. Subtenant
      acknowledges that Sublandlord is in the business of selling wireless
      communications services, and Subtenant covenants and agrees that it is
      prohibited from using the Sublet Premises for the sale of any competing wireless
      communications services. Subtenant shall comply with any and all laws, statutes,
      ordinances, orders, regulations, rules and requirements of all federal, state
      and local governmental, public or quasi-public authorities (collectively the
      "Laws"), whether now or later in effect, which may be applicable to or in any
      way affect the Sublet Premises or Subtenant's use of the Sublet
      Premises.

    


    9.
      Inspection of Sublet Premises; Condition of the Sublet Premises. Subtenant
      warrants that it has inspected and agrees to accept the Sublet Premise
      (including all improvements and systems thereon) on an "As Is" basis.
      Sublandlord has not warranted to any other condition or suitability of the
      Sublet Premises. SUBLANDLORD HEREBY DISCLAIMS ANY AND ALL WARRANTIES EXPRESS
      OR
      IMPLIED CONCERNING THE SUBLET PREMISES OR THE SUBLEASE. Sublandlord and Landlord
      shall not b~ liable for damage to property or injury to persons, sustained
      by
      Subtenant or others, caused by conditions or activities on or about the Sublet
      Premises.

    


    10.
      Repairs and services by Landlord. Except as set forth in section 7 above,
      Sublandlord is not required by this Sublease to perform for Subtenant any work
      or provide to Subtenant any utilities or services of any nature or kind
      (including, without limitation. water, elevator, heat, telephone, air
      conditioning, electrical and cleaning), Sub landlord shall use its reasonable
      efforts to request that Landlord provide for any repairs and services which
      are
      the obligation of the Landlord under the Master Lease to be provided. Subtenant
      shall promptly notify Sublandlord of any default or failure to perform by
      Landlord under the Master Lease, and shall not take any action on account of
      such default or failure without Sublandlord's prior written
      consent.

     

    
      
         

      

      
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    11.
      Alterations and Tenant Improvements.

    A.
      Subtenant shall not make any alterations, additions or improvements upon or
      to
      the Sublet Premises without the prior written consent of Sublandlord in every
      instance and, additionally, of Landlord in accordance with any such requirements
      under the Master Lease. Subtenant's signage shall be subject to Sublandlord's
      review and approval. Any approved alterations, additions and improvements will
      require permits, must be in accordance with all Laws and shall be made at the
      sale expense of the Subtenant. All such alterations, additions and improvements
      shall remain in the Sublet Premises, except trade fixtures that can be removed
      without damage to the Sublet Premises, at the surrender of possession or upon
      earlier termination of this Sublease unless Subtenant obtains written permission
      from Sublandlord and Landlord consenting to waive this requirement. and any
      such
      requirements under the Master Lease. Subtenant shall deliver up the Sublet
      Premises at the expiration or sooner termination of the term of this Sublease
      in
      the condition required by the Master Lease. Subtenant shall be responsible
      for
      repairs and maintenance imposed on tenant under the Master Lease or necessitated
      by any improvements or alteration made to the Sublet Premises by Subtenant,
      and
      for any repairs to the exterior, and corridors, common areas or parking areas
      caused by the negligence or misuse by the Subtenant, its agents, employees
      or
      invitees, all in accordance with all such requirements under the Master
      Lease.

    


    B.
      Payment for Tenant Improvements, Furniture & Fixtures. Simultaneous with the
      execution and delivery of this Sublease, the Subtenant shall deliver to
      Sublandlord a cashier's check in the amount of N/A ($0), which represents full
      payment to Sublandlord for any existing tenant improvements, furniture &
fixtures located at the Sublet Premises and owned by Sublandlord (the "Tenant
      Improvements"). Upon receipt of the aforementioned payment, the Sublandlord
      hereby deeds and delivers to Subtenant the Tenant Improvements. Subtenant
      accepts such Tenant Improvements “AS IS" "WHERE IS" WITHOUT ANY REPRESENTATION
      OR WARRANTY BY SUBLANDLORD ALL SUCH WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
      THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
      ARE HEREBY EXPRESSLY DISCLAIMED. Subtenant understands that at expiration of
      this sublease, Subtenant is responsible for returning the Premises to the
      condition required under the Master Lease.

    


    12.
      Access. At all reasonable hours, with reasonable prior notice, the Sublet
      Premises shall be open to Landlord and/or Sublandlord, their agents and
      representatives, for inspecting and display to prospective purchasers or
      tenants, or for repairs, additions or alterations.

    


    13.
      Broker. Subtenant warrants and represents that it has dealt with no broker
      or
      any other person who would legally claim to be entitled to receive a brokerage
      commission or finder's or consultant's fee with respect to this transaction.
      Subtenant shall indemnify Sublandlord and Landlord against the claim of any
      person, firm or corporation arising out of any inaccuracy or alleged inaccuracy
      of the above representation.

    


    14.
      Default by Sublandlord under Master Lease. In the event of a default by
      Sublandlord under the Master Lease which results in termination of the Master
      Lease, this Sublease shall, at the option of the Landlord, remain in full force
      and effect and the Subtenant shall attorn to and recognize Landlord as Landlord
      hereunder and shall promptly upon such Landlord's request. execute and deliver
      all instruments necessary or appropriate to conform such attornment and
      recognition. In no event shall Sublandlord be liable to Subtenant for any such
      default under the Master Lease. The Subtenant hereunder hereby waives all rights
      under any present or future law or otherwise to elect, by reason of the
      termination of the Master Lease, to terminate this Sublease or surrender
      possession of the Sublet Premises.

     

    
      
         

      

      
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    15.
      Assignment or Transfer. Subtenant shall not sublease or mortgage, pledge or
      otherwise encumber all or any part of the Sublet Premises, assign or transfer
      this Sublease (by operation of law or otherwise) including without limitation
      any transfer by way of corporate reorganization or merger or permit the Sublet
      Premises to be used or occupied by anyone other than the Subtenant, without
      the
      prior written approval of Sublandlord and Landlord in each instance, which
      approval from Landlord shall be granted or withheld in accordance with the
      terms
      of the Master Lease. Any consent by Sublandlord and Landlord as required above
      shall not excuse Subtenant from its obligation to obtain the written consent
      of
      Sublandlord and Landlord to any further action or matter with respect to which
      the consent of Sublandlord and Landlord is required above. Notwithstanding
      Sublandlord's consent to any such assignment or subletting. the provisions
      of
      this subsection shall be applicable to each and every subsequent assignment
      or
      subletting, and Subtenant shall not be released from any of its obligations
      under this Sublease.

    


    16.
      Notices. All notices or demands of any kind required or desired to be given
      to
      Sublandlord or Subtenant to the other hereunder shall be in writing and shall
      be
      deemed delivered four (4) days after depositing the notice of demand in the
      United States mail as certified or registered mail, with postage prepaid, or
      one
      (1) day after sending the notice by nationally recognized overnight courier
      service which requires and tracks recipients' signature, if addressed to the
      Landlord, Sublandlord or Subtenant. respectively, and with a copy to the Sub
      landlord or Landlord, as appropriate, at the addresses set forth below, and
      in
      the Master Lease.

    


    Sublandlord;

    


    BellSouth
      Personal Communications, LLC, a Delaware limited Liability company, d.b.a.
      Cingular Wireless

    5565
      Glenridge Connector, Suite 1650 

    Atlanta,
      GA 30342 

    Attn:
      Real Estate Department 

    Phone:
      404-236-6265 

    Fax:
      404-236~5644

    


    With
      a
      copy to:

    


    Cingular
      Wireless 

    5565
      Glenridge Connector, Suite 1700 

    Atlanta,
      GA 30342 

    Attn:
      Legal Dept.

    Phone:
      404-236-5544 

    Fax:
      404-236-5574

    


    Subtenant:

    


    BBI
      Computer Solutions, Inc.

    140
      J
      Airport Road 

    Arden,
      NC
      28704 

    Attn:
      Bryan Riley 

    Phone:

     

    
      
         

      

      
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    Landlord:

    


    Gosnell
      Properties 

    465
      Zirconia Road 

    Zirconia,
      NC 28790 

    Phone:
      282-696-8342

    


    17.
      Default by Subtenant and Sublandlord's Remedies.

    


    17.1
      In
      addition to those provided for in the Master Lease, each of the following acts
      or omissions of Subtenant or occurrences shall constitute an "Event of Default."
      

    (a)
      Failure to timely pay rent or other payments due hereunder;

    (b)
      Failure to perform. make reasonable efforts to cure, or observe any of the
      covenants, obligations or conditions of this Sublease if such failure continues
      for a period of thirty (30) days following receipt of written notice by
      Subtenant of such failure 

    (c)
      Abandonment or vacating of the Sublet Premises;

    (d)
      The
      making by Subtenant of any general arrangement or assignment for the benefit
      of
      creditors. The appointment of a trustee or receiver to take possession of
      substantially all of Subtenant's assets located at the Sublet Premises;


    (e)
      A
      default under the Dealer Agreement.

    


    17.2
      Upon
      the occurrence of any Event of Default, Sublandlord shall have the option,
      in
      addition to any other remedy or rights given thereunder or by law or equity,
      to:

    


    (a)
      Terminate Subtenant's right to possession by any lawful means, in which case
      this Sublease shall terminate and Subtenant shall immediately surrender
      possession of the Sublet Premises to Sublandlord. In such event, Sublandlord
      shall be entitled! to recover from Subtenant all damages incurred by Sub
      landlord by reason of Subtenant's default including, but not limited to, the
      cost of recovering possession of the Premises, expenses of re-letting and
      reasonable attorneys' fees and court costs.

    (b)
      Maintain Subtenant's right to possession in which case this Sublease shall
      continue in effect whether or not Subtenant shall have abandoned the Sublet
      Premises. In such event, Sublandlord shall be entitled to enforce all of
      Sublandlord's right and remedies! under this Sublease, including the right
      to
      recover the rent as it becomes due hereunder. 

    


    18.
      Time
      Limits. Except with respect to action to be taken by Subtenant for which shorter
      time limits are specifically set forth in this Sublease, which time limits
      shall
      control for the purposes of this Sublease, time limits provided in the Master
      Lease for the giving or making of any Notice or the doing of any act by the
      tenant under the Master Lease to Landlord, or for the exercise of any right,
      remedy or option by the tenant under it, are changed for the purpose of this
      Sublease, by shortening the same in each instance to (i) 45 days with respect
      to
      all such periods of 60 or more days, (ii) 20 days with respect to all such
      periods of 30 or more days but less than 60 days, (Hi) 10 days with respect
      to
      all such periods of 20 or more days but less than 30 days, and (iv) one-half
      of
      the time stated in the Master Lease with respect to all such periods of less
      than 20 days, so that any Notice may be given or made, or any act, condition
      or
      covenant performed, or option exercised under the Master Lease, by Sublandlord
      within the time limit relating to it contained in the Master Lease. Anything
      contained in this Sublease to the contrary notwithstanding, there shall be
      no
      right of renewal, term extension, or holdover rights afforded t Subtenant under
      this Sublease, even if such rights are contained in the Master Lease.


     

    
      
         

      

      
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    19.
      Multiple Counterparts. This instrument may be executed in one or more
      counterparts, each of which shall be deemed an original, but all of which
      together shall constitute one and the same instrument.

    


    20.
      Consent of Landlord. This Sublease is subject to, and conditioned upon, the
      Sublandlord obtaining the prior written consent of Landlord to this Sublease
      ("Landlord's Consent") within thirty (30) days from the date of execution of
      this Sublease, If the L lord's Consent is not received within this time, Sub
      landlord shall have the right, upon giving notice to Subtenant, to terminate
      this Sublease. In such an event, all parties are automatically released from
      any
      liability under this Sublease and all payments, if any, made by Subtenant to
      Sublandlord together with any security deposited pursuant to this Sublease
      shall
      be refunded and returned by Sublandlord to Subtenant. Sub landlord shall notify
      Subtenant promptly upon the receipt of consent.

    


    21.
      Miscellaneous

    


    21.01
      If
      any of the provisions of this Sublease or the application of this Sublease
      to
      any person or circumstances shall, to any extent, by invalid or unenforceable,
      the remainder of this Sublease, or the application of such provision or
      provisions to persons or circumstances other than those as to whom or which
      it
      is held invalid or unenforceable, shall not be affected by this, and every
      provision of this Sublease shall be valid and enforceable to the fullest extent
      permitted by law.

    


    21.02.
      All of the terms and provisions of this Sublease shall be binding; upon and
      inure to the benefit of the parties to this Sublease and, subject to the
      provisions of section 15 of this Sublease, their respective successors and
      assigns.

    


    21.03.
      Sublandlord covenants that as long as Subtenant shall pay the Fixed Rent and
      Additional Rent and all other amounts Subtenant shall be required to pay
      hereunder within any applicable grace period and shall duly observe, perform
      and
      comply with all of the terms, covenants and conditions of this Sublease on
      its
      part to be observed, performed or complied with, Subtenant shall, subject to
      all
      of the terms of the Master Lease and this Sublease peaceably have, bold and
      enjoy the Premises during the Term without molestation or hindrance by
      Sublandlord.

    


    IN
      WITNESS WHEREOF, this Sublease Agreement was executed on the dated first above
      written.

    


    SUBLANDLORD:

    


    BellSouth
      Personal Communications, LLC, 

    a
      Delaware limited liability company, 

    d.b.a.
      Cingular Wireless

    


    


    By:_________________________________      

    Name:
      Deborah A. Baker Oliver 

    Title:
      Executive Director of Real Estate 

    Date:________    

    


    SUBTENANT:

    


    BBI
      Computer Solutions, Inc.

    


    


    By:_________________________________      

    Name:_______________________________       

    Title:________________________________     

    Date:________________________________       

     

    
 

    
      
         

      

      
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