Exhibit 10.23


     

    Exhibit
      10.23


    


    STATE
      OF
      NORTH CAROLINA

    COUNTY
      OF
      BUNCOMBE

    TWO
      TOWN SQUARE SMALL OFFICE SUITES LEASE

     

    


    THIS
      LEASE AGREEMENT, made and entered into this the ____ day of _______, 200__
      by
      and between, TWO TOWN SQUARE, LLC, a North Carolina limited liability company
      (“Lessor”), and HOMELAND INTEGRATED SECURITY SYSTEMS, INC.
      (“Lessee”).

    


    WITNESSETH:

    THAT
      for
      and in consideration of the mutual agreements of the parties, including the
      rental agreed to be paid by Lessee to Lessor, Lessor hereby leases to Lessee,
      and Lessee leases and rents from Lessor the following described premises on
      the
      terms and conditions hereinafter set forth, to wit:

    


    Suite
      249

    Two
      Town
      Square

    Biltmore
      Park

    Two
      Town
      Square Boulevard

    Asheville,
      NC 28803

    


    said
      premises being hereinafter referred to as the “leased premises” (See copy of
      Floor Plan attached hereto as Exhibit A);

    


    TO
      HAVE
      AND TO HOLD said leased premises unto Lessee upon the following
      conditions.

    


    1. Term:
      The
      initial term of this lease shall be for one
      (1) year and ten (10) months
      and
      shall commence on the 15th
      day of
September 2005
      and
      shall end on July
      31, 2007.
      In the
      event, the Commencement Date changes from the date stated hereon, both parties
      shall enter into and execute the Commencement Date Agreement provided by the
      Landlord. The basic rent amount shall increase five (5%) percent once every
      twelve (12) full months following the Lease commencement date, or at Lessor’s
      sole discretion the basic rent amount shall increase once every twelve (12)
      full
      months following the Lease Commencement Date in an amount that represents
      increased operating costs and expenses incurred by Landlord, which may result
      in
      a basic rent increase in excess of five percent (5%). Tenant
      shall have right to terminate said lease if an additional lease is signed for
      another space owned by Biltmore Farms.

     

    2. Rent:
      The
      aggregate annual basic rent for the leased premises shall be “see
      table below”
      ($4,500.00)
      Dollars.
      Lessee covenants and agrees to pay rent to Lessor in equal monthly installments
      of “see
      table below”
      ($375.00)
      Dollars
      each, payable in advance, without setoff or deduction, on or before the first
      1st
      day of
      each month, beginning on the date of the commencement of the term of this lease.
      If the term of this lease begins at any time other than on the first day of
      a
      calendar month, the rent shall be prorated from said date to the first day
      of
      the following month. It is further agreed that it shall not be necessary for
      Lessor to demand payment of said rent, but Lessee shall pay Lessor each and
      every installment of rent as the same shall become due and payment shall be
      made
      at such place or places as Lessor may from time to time designate. Send all
      payments to PO Box 5355, Asheville, NC 28813.


    


    
      	
               

              Period

            	
              ($)

              Annual
                Basic Rent 

            	
              ($)

              Monthly
                Installments

            
	
               

              September
                15, 2005 - September 30, 2006

            	
               

              $4,500.00

            	
               

              $375.00

            
	
               

              October
                1, 2006 - July 31, 2007

            	
               

              $4,725.00

            	
               

              $393.75

            


    

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    3.  Security
      Deposit: Tenant
      shall deposit
      with Landlord upon execution and delivery of this Lease by Tenant to Landlord
      $375.00
      to be
      held as collateral security for the payment of any rentals and other sums of
      money for which Tenant shall become liable to Landlord, and for the faithful
      performance by Tenant of all covenants and conditions herein contained. If
      at
      any time during the Lease term any of the rent herein reserved shall be overdue
      and unpaid, or any other sum payable by Tenant to Landlord hereunder shall
      be
      overdue and unpaid, then Landlord may, at its option, appropriate and apply
      any
      portion of said deposit to the payment of any such overdue rent or other sum.
      In
      the event of the failure of Tenant to keep and perform any of the terms,
      covenants and conditions of this Lease to be kept and performed by Tenant,
      then
      Landlord, at its option, may appropriate and apply said entire deposit, or
      so
      much thereof as may be necessary, to compensate the Landlord for loss or damage
      sus-tained or suffered by Landlord due to such breach on the part of Tenant.
      Should the entire deposit, or any portion thereof, be appropriated and applied
      by Landlord for the payment of overdue rent or other sums due and payable to
      Landlord by Tenant hereunder, then Tenant shall, upon the written demand of
      Landlord, immediately remit to Landlord a sufficient amount in cash to restore
      said security to the original sum deposited, and Tenant's failure to do so
      within ten (10) days after receipt of such demand shall constitute a breach
      of
      this Lease. Said deposit shall be returned to Tenant at the end of the term
      of
      this Lease, provided Tenant shall have made all such payments and performed
      all
      such covenants and agreements. Landlord's obligation with respect to the
      security deposit is that of a debtor and not a trustee. LANDLORD WILL MAINTAIN
      THE SECURITY DEPOSIT IN AN ACCOUNT AT A NATIONAL BANKING INSTITUTION LOCATED
      IN
      ASHEVILLE, NORTH CAROLINA, SEPARATE AND APART FROM LANDLORD'S GENERAL FUNDS
      AND
      MAY, BUT IS NOT OBLIGATED TO, MAINTAIN SAID SECURITY DEPOSIT IN AN INTEREST
      BEARING ACCOUNT, AND ALL INTEREST ACCRUING THEREON SHALL BE THE PROPERTY OF
      LANDLORD.

     

    4. 
Late
      Payments:
      If any
      installment of basic rent, or any other sum due and payable pursuant to this
      Lease, remains unpaid for more than ten (10) days after the due date thereof,
      Lessee shall pay Lessor a late payment charge equal to 20% of the basic
      rent.

     

    5. 
Lessee
      agrees and understands that the basic rent provided for in paragraph 2 includes
      Lessor’s estimate of current pro-rata costs.

    


    6. 
Peaceable
      Possession by Lessee and Inspection by Lessor:
      Lessor
      covenants and agrees that Lessee, during the term of this Lease, shall have
      full
      control and use of the leased premises for use as a professional office only
      and
      for no other purpose, but Lessee shall make no unlawful, improper, unsafe or
      offensive use of said leased premises, provided, however, that Lessee agrees
      to
      permit Lessor or its authorized representative to enter the leased premises
      during usual business hours with prior notice, and accompanied by a
      representative of Lessee for the purpose of inspecting and making any necessary
      repairs to the leased premises, except in cases of emergencies or perceived
      emergencies when no notice or accompaniment shall be required.

    


    7. 
Lessor’s
      Right to Relocate Lessee:
      Notwithstanding any other terms of this Lease, Lessor reserves the right, in
      its
      sole discretion, to relocate Lessee to any other rental space within the
      development of which the leased premises are a part. In the event Lessor decides
      to exercise this right, Lessor will provide Lessee with at least thirty (30)
      days advance written notice before such relocation is to occur. In addition,
      this lease shall terminate upon the execution and commencement of any new lease
      agreement between Lessee and Lessor or any entity owned by or affiliated with
      Biltmore Farms, Inc. with respect to office space in the building of which
      the
      leased premises are a part or in the development.

    


    8. 
Insurance:
      Lessor
      covenants and agrees to keep said Building insured against loss by fire, with
      extended coverage. In no event shall Lessor be liable for the personal property
      or any fixtures, equipment or other property of Lessee located in the leased
      premises. Lessee agrees not to use the leased premises in any manner which
      will
      increase the premium rate for any kind of insurance affecting the Building
      and
      that if, because of anything done, caused to be done, permitted or omitted
      by
      Lessee, the premium rate for any kind of insurance affecting the Building shall
      be raised then, in such event, that the amount of the insurance in premium
      which
      Lessor shall thereby be obligated to pay for such insurance shall be paid by
      Lessee to Lessor on demand and as additional rent.

    


    9. 
Use
      of
      Premises by Lessee and Indemnification of Lessor:
      Lessee
      covenants and agrees that it will use the leased premises herein leased only
      for
      office purposes and will keep and maintain the same in compliance with all
      ordinances, laws and regulations of authorities having jurisdiction thereof
      and
      that Lessee will protect, indemnify and save harmless Lessor from any and
      against any penalty, fine or expense incurred for any violation of such
      ordinance, law or regulation occasioned by any act or neglect of Lessee. Lessee
      agrees to indemnify Lessor and save Lessor harmless from any and all liability,
      claims and loss for personal injuries, or property damage, or both, sustained
      or
      claimed to have been sustained by any person or persons, or property in, or
      upon, the leased premises during the term of this lease, as extended, except
      in
      the event of Lessor's gross negligence. Lessee agrees that Lessor shall not
      be
      liable for any loss or damage to property of Lessee entrusted to employees
      or
      agents of Lessor or any property of Lessee by theft or otherwise. The provisions
      of this paragraph shall not be construed to relieve Lessor of responsibility
      for
      grossly negligent or illegal acts of its employees, agents or
      assigns.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    10. 
Responsibilities
      of Lessor:
      Lessor
      shall maintain the roof, structural portions and exterior of the Building,
      plate
      glass, plumbing, heating, cooling and electrical systems, unless damage thereto
      shall result from the negligence of Lessee, in which case Lessee shall be
      responsible for any and all necessary repairs. Lessor will provide 110 volt
      electricity, heat, and air conditioning , Monday through Friday, between the
      hours of 7:00 a.m. and 7:00 p.m., and Saturday between the hours of 8:00 a.m.
      and 1:00 p.m. without cost to Lessee. Lessor shall in no event be liable for
      damage to Lessee for the stoppage of heat, lighting or other service or for
      injury to persons or property caused by the stoppage of the same where the
      cause
      of failure is beyond the control of Lessor or necessitated by repairs or
      improvements to the Building, unless such stoppage continues for more than
      five
      (5) business days, whereupon rent will abate until such service is restored.
      Lessor shall not be liable to Lessee for damage to persons or property caused
      by
      leaks, breaks or overflows of roof, pipes, drains, plumbing fixtures falling
      debris, imperfect wiring, latent defects in the Building, the acts of other
      Lessees, their invitees or guests, thefts, pilferage, or by any events or causes
      beyond the control of Lessor and not caused by Lessor's negligence.

    


    11. 
Alteration
      and Upkeep:
      All
      additions, alterations, improvements, partitions, excepting those partitions
      to
      be furnished initially by Lessor, or other installations to the leased premises
      required by Lessee shall be made by Lessee at its own expense and shall be
      made
      in a workmanlike manner without damage to the leased premises; provided,
      however, Lessee shall make no addition, alteration, improvement, partition
      or
      other installation to the leased premises without first obtaining the written
      approval of Lessor, which shall be in Lessor’s sole discretion. Lessor will
      install, at Lessee’s expense, a sign identifying Lessee that is conforming with
      the building standard on the interior premises doors leading to the leased
      office. Lessee further covenants and agrees to keep the leased premises in
      good
      condition and to surrender and deliver up said leased premises together with
      any
      improvements made thereto by Lessee, at the end of the term of this lease in
      as
      good condition and repair as the same exists this day, reasonable wear and
      tear
      excepted. Lessee agrees and covenants to restore the walls to their original
      paint color if Lessee obtains the right to paint the interior walls of the
      premises from Lessor. Notwithstanding the above, Lessee shall not have the
      right
      to alter or modify any existing interior walls. In no event shall Lessee allow
      liens or other encumbrances be placed upon the leased premises at anytime during
      or following the lease term.

    


    12. 
Removal
      of Fixtures:
      It is
      agreed that Lessee shall have the right at any time prior to the expiration
      of
      the term or the removal of Lessee from the premises by eviction proceedings
      to
      remove from the leased premises all furniture, equipment, trade fixtures and
      other personal property owned and placed in said leased premises by Lessee,
      provided the same are removed without damage to the leased premises and are
      removed at or before the termination or the term of this lease. All
      improvements, made in the leased premises by Lessee shall become and remain
      the
      property of Lessor without liability on the part of Lessor to pay for the same,
      and Lessee shall not be entitled to remove from the leased premises such
      improvements constructed by it.

    


    13. 
Damage
      or Destruction:
      In the
      event the Building in which the leased premises are located is totally destroyed
      by fire, unavoidable accident or casualty, this lease shall thereupon terminate.
      In the event the Building in which the leased premises are located is damaged
      by
      fire, unavoidable accident or casualty to such an extent that the portion of
      said Building in which the leased premises are specifically located cannot
      be
      repaired within 150 days to its approximate condition existing immediately
      preceding such fire, unavoidable accident or casualty, and normal access to
      said
      leased premises restored within such time, this lease shall thereupon terminate.
      In the event the portion of the Building in which the leased premises are
      specifically located is damaged by fire, unavoidable accident or casualty and
      the same can be repaired and access thereto restored within 150 days from the
      date of such fire, unavoidable accident or casualty, the parties hereto agree
      that the leased premises shall be repaired and restored by Lessor (to the extent
      insurance proceeds are made available to Lessor) to the original condition
      of
      said leased premises existing before said fire, unavoidable accident or
      casualty, and normal access thereto restored, and this lease shall remain in
      full force and effect; provided, however, that the rent during the period of
      repair shall be reduced to an amount which bears the same ratio to the rent
      provided for herein as the portion of the leased premises then available for
      use
      bears to the entire leased premises. Upon completion of such repair the rent
      shall thereafter be paid as hereinbefore provided in Sections 2 -
      4.

    


    14. 
Assignment
      or Sub-letting:
      Lessee
      may not assign, transfer or sublet the leased premises without Lessor’s consent
      in its sole discretion. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    15. 
Events
      of Default by Lessee:
      Each of
      the following constitutes an Event of Default by Lessee 

    


    
      	(a)  	
              Lessee
                fails or refuses to pay any installment of basic rent, or any other
                sum
                payable under this Lease when due, and the failure or refusal continues
                for at least ten(10) days after receipt of written notice from Lessor
                stating such non-payment provided, Lessor shall be obligated to provide
                only once such notice per calendar
                year.

            


    

    


    
      	(b)  	
              Lessee
                fails or refuses to comply with any provision of this Lease not requiring
                the payment of money, and the failure or refusal continues for at
                least
                thirty (30) days after written notice from Lessor; provided, however,
                if
                any failure by Lessee to comply with this Lease cannot be corrected
                within
                such 30-day period solely as a result of nonfinancial circumstances
                outside of Lessee's control, and if Lessee has commenced substantial
                corrective actions within such 30-day period and is diligently pursuing
                such corrective actions, such 30-day period shall be extended for
                such
                additional time as is reasonably necessary to allow completion of
                actions
                to correct Lessee's noncompliance.

            


    

    


    
      	(c)  	
              Lessee's
                leasehold estate is taken on execution or other process of law in
                any
                action against Lessee.

            


    

    


    
      	(d)  	
              Lessee
                or any guarantor of this Lease files a petition under any chapter
                of the
                United States Bankruptcy Code, as amended, or under any similar law
                or
                statute of the United States or any state, or a petition is filed
                against
                Lessee or any such guarantor under any such statute and not dismissed
                with
                prejudice within ninety (90) days of filing, or a receiver or trustee
                is
                appointed for Lessee's leasehold estate or for any substantial part
                of the
                assets of Lessee or any such guarantor and such appointment is not
                dismissed with prejudice within ninety (90) days, or Lessee or any
                such
                guarantor makes an assignment for the benefit of
                creditors.

            


    

    


    


    16. 
Lessor’s
      Remedies:
      If an
      Event of Default by lessee occurs, Lessor shall be entitled then or at any
      time
      thereafter to avail itself or one or more of the following at Lessor’s
      option:

    


    
      	(a)  	
              Enter
                the leased premises if need be, and take whatever curative actions
                are
                necessary to rectify Lessee's noncompliance with this lease; and
                in that
                event Lessee shall reimburse Lessor on written demand for any expenditures
                by Lessor to effect compliance with Lessee's obligations under this
                lease.

            


    

    


    
      	(b)  	
              Terminate
                this lease, in which event Lessee shall immediately surrender possession
                of the leased premises to Lessor or without terminating this lease,
                terminate Lessee’s right to possession of the leased premises through
                judicial proceedings. 

            


    

    


    
      	(c)  	
              If
                Lessor has not terminated this lease (whether or not Lessor has terminated
                Lessee's right to possession of the leased premises or actually retaken
                possession), recover (in one or more suits from time to time or at
                any
                time before or after the end of the term) all Minimum Rent, Additional
                Rent, and other sums then or thereafter owing and unpaid under this
                lease,
                together with all costs, if any, incurred in reletting the leased
                premises
                (including remodeling, lease commission, allowance, inducement, and
                other
                costs), less all rent, if any, actually received from any reletting
                of the
                leased premises during the remainder of the term. Lessor shall have
                the
                right following an Event of Default by Lessee to relet the leased
                premises
                on Lessee's account without terminating the Lease, any such reletting
                to
                be on such terms as Lessor considers reasonable under the circumstances.
                

            


    

    


    
      	(d)  	
              Recover
                all costs of retaking possession of the leased premises and any other
                damages incidental to the Event of Default by
                Lessee.

            


    

    


    
      	(e)  	
              Terminate
                all of Lessee's rights to any allowances or under any renewal, extension,
                expansion, refusal, or other options granted to Lessee by this
                lease.

            


    

    


    
      	(f)  	
              If
                Lessor deems it necessary to institute legal proceedings against
                Lessee to
                enforce Lessee’s obligations to Lessor hereunder, including eviction,
                non-payment of rent and any expenses incurred by Lessor in leasing
                the
                leased premises to others due to Lessee’s default hereunder, Lessor may
                recover reasonable attorneys’ fees against Lessee not exceeding five
                percent (5%) of and in addition to other amounts recovered by Lessor
                against Lessee in such proceedings, pursuant to N.C.G.S. §6-21.2 or other
                state law.

            


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    If
      Lessor
      elects to retake possession of the leased premises without terminating this
      lease, it may nonetheless at any subsequent time elect to terminate this lease
      and exercise the remedies provided above on termination of the lease. Nothing
      done by Lessor or its agents shall be considered an acceptance of any attempted
      surrender of the leased premises unless Lessor specifically so agrees in
      writing. No re-entry or taking of possession of the leased premises by Lessor,
      nor any reletting of the leased premises, shall be considered an election by
      Lessor to terminate this lease unless Lessor gives Lessee written notice of
      termination.

    


    17. 
Lessor’s
      Default:
      It shall
      be an Event of Default by Lessor (herein so called) only if Lessor fails to
      comply with any provision of this lease and the failure continues for at least
      thirty (30) days after written notice from Lessee to Lessor (with a copy to
      Lessor's mortgagees if Lessee has been notified in writing of the identities
      and
      addresses of such mortgagees); provided, however, if any failure by Lessor
      to
      comply with this lease cannot be corrected within such 30-day period solely
      as a
      result of nonfinancial circumstances outside of the control of Lessor, and
      if
      substantial corrective actions have commenced within such 30-day period and
      are
      being diligently pursued, such 30-day period shall be extended for such
      additional time as is reasonably necessary to allow completion of actions to
      correct Lessor's noncompliance.

    


    18. 
Lessee’s
      Remedies:
      In the
      event Landlord is in default under this Lease, beyond any applicable notice
      and
      cure period, and if such default is such that it materially,
      adversely interferes with Tenant’s use of the Leased Premises (or a portion
      thereof) as contemplated in this Lease, without waiving or releasing Landlord
      from any obligation hereunder, Tenant may (but is under no obligation to) take
      action to cure the circumstance or condition. Provided, however, Tenant must
      undertake any such curative action in good faith. If Tenant incurs expenses
      in
      attempting to cure a default of Landlord hereunder, Landlord shall reimburse
      Tenant for the reasonable and customary costs so incurred within thirty (30)
      days after Tenant provides an invoice therefor, which shall include invoices
      from the contractors performing any such work. In
      no
      event shall Tenant have the right to terminate or rescind this Lease as a result
      of Landlord’s default as to any covenant or agreement contained in this Lease or
      as a result of the breach of any promise or inducement hereof, whether in this
      Lease or elsewhere. Notwithstanding anything in this lease to the contrary,
      Lessor shall never be, under any promise of indemnity in this lease, or under
      any other provision of this Lease for any loss of business or profits of Lessee
      or other consequential damages or for punitive or special damages of any kind.
      None of Lessor's officers, employees, agents, directors, shareholders,
      subsidiaries, affiliates or partners shall ever have any liability to Lessee
      under or in connection with this lease. Lessee agrees to look solely to Lessor's
      interest in the Building for the recovery of any judgment against Lessor, and
      Lessor shall never be personally liable for any judgment.

    


    19.           Subordination:
      This
      lease shall be subordinate to all present or future mortgages upon the Building
      provided that such mortgages shall provide by their terms that Lessee may
      continue to occupy the leased premises during the term of this lease upon
      compliance by Lessee with all the terms hereof, notwithstanding any foreclosure
      of such mortgages.

    


    20. 
Rules
      and Regulations:
      Lessee
      agrees that is has received a copy of and agrees to be bound by the Lessor’s
      Rules and Regulations. Lessor reserves the right to, at is sole discretion,
      to
      change said Rules and Regulations from time to time. Upon such modification
      of
      the Lessor’s Rules and Regulations, Lessee will receive a substituted copy of
      the same. 

    


    21. 
Notices:
      All
      notices, demands and requests which may be or are required to be given by either
      party of the other shall be in writing. All notices, demands and requests by
      Lessee to Lessor shall be sent by United States registered, or via overnight
      mail courier service, mail addressed to Lessor at its office Suite 330, One
      Town
      Square Boulevard, Asheville, North Carolina 28803-5007, or at any such other
      place as Lessor may from time to time designate in written notice to Lessee.
      All
      notices, demands and requests by Lessor to Lessee shall be sent by United States
      registered mail, or via overnight mail courier service, addressed to Lessee
      at
      the Premises or at any such other place as Lessee may from time to time
      designate in written notice to Lessor. Notices, demands and requests which
      shall
      be served upon Lessor and Lessee in the manner aforesaid shall be deemed
      sufficiently served or given for all purposes hereunder.

    


    22. 
Covenants
      to Run with Land:
      All
      covenants, agreements, stipulations, provisions, conditions and obligations
      herein expressed and set forth shall extend to, bind and inure to the benefit
      or, as the case may require, the heirs, executors, administrators, successors
      and assigns of Lessor and Lessee respectively, or their successors in interest,
      as fully as if such words were written wherever reference to Lessor and Lessee
      occurs in this lease.

    


    23. 
Integration
      Clause:
      Any
      stipulations, representations, promises or agreements, verbal or written, made
      prior to or contemporaneously with this lease shall have no legal or equitable
      consequences, and the only agreement made and binding on the parties is
      contained herein and it is the complete and total integration of the intent
      and
      understanding of Lessor and Lessee. Any modifications, alterations or additions
      to the terms of this lease must be contained in writing executed by the
      parties.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    24. 
Condition
      of Premises:
      Lessee
      agrees to accept the premises in an “as is” condition and Lessor shall not be
      obligated to make any improvements to the premises to or for the benefit of
      Lessee upon Lessee’s taking possession of the rental space.

    


    25. 
Liability
      Insurance:
      Lessee
      shall maintain and pay for property and casualty insurance with extended
      coverage on all trade fixtures, equipment, machinery, merchandise, or other
      personal property belonging to or in the custody of Lessee in the leased
      premises or otherwise in the Building. Lessee shall maintain and pay for
      commercial general liability insurance (occurrence coverage) in the amount
      of
      not less than $1,000,000.00, with a company licensed to do business in the
      State
      of North Carolina, naming Lessor and its manager as an additional insured,
      providing contractual liability coverage, and containing an undertaking by
      the
      insurer not to cancel or change coverage materially without first giving thirty
      (30) days written notice to Lessor. Lessee shall furnish Lessor certificates
      of
      insurance evidencing the required commercial general liability insurance
      coverage prior to the commencement date and thereafter prior to each policy
      renewal date.

    


    26. 
Applicable
      Law:
      This
      lease shall be construed pursuant to the laws of the State of North
      Carolina.

    


    27. 
Non-Waiver:
      The
      failure of Lessor to exercise any of the remedies described herein and/or the
      waiver of a specific breach of a covenant by Lessee at any time by Lessor shall
      not be construed as a waiver of a subsequent breach of that or any other
      covenant contained in this lease agreement.

    


    28. 
Graphics
      and Signage:
      Landlord, at its expense, shall identify Tenant in the directory located in
      the
      main lobby of the building. The space to be made available to Tenant in such
      directories shall be reasonably proportionate to the space allotted other tenant
      with similar size rentable area in the Building. Landlord, at its expense,
      will
      organize to have the initial signage designed and placed on the glass sidelight
      next to the main entry door of the space. 

    


    29. 
Keys:
      Landlord, at its expense, shall organize the initial keying of the space. Any
      additional keying shall be organized by the Landlord and paid for by the
      Tenant.

    


    30. 
Mutual
      Waiver of Subrogation: 

    For
      the
      purpose of waiver of subrogation, the parties mutually release and waive unto
      the other all rights to claim damages, costs or expenses for any injury to
      property caused by a casualty of any type whatsoever in, on or about the
      Premises if the amount of such damage, cost or expense has been paid to such
      damaged party under the terms of any policy of insurance issued by a third
      party
      insurer. All insurance policies carried with respect to this Lease, if permitted
      under applicable law, shall contain a provision whereby the insurer waives,
      prior to loss, all rights of subrogation against either Landlord or
      Tenant.

     

    31. 
Transfer
      of Landlord’s Interest: 

    If
      Landlord shall sell, assign or transfer all or any part of its interest in
      the
      Premises or in this Lease to a successor in interest which expressly assumes
      the
      obligations of Landlord hereunder, then Landlord shall thereupon be released
      or
      discharged from all covenants and obligations hereunder, and Tenant shall look
      solely to such successor in interest for performance of all of Landlord’s
      obligations. Tenant’s obligations under this Lease shall in no manner be
      affected by Landlord’s sale, assignment, or transfer of all or any part of such
      interest(s) of Landlord, and Tenant shall thereafter attorn and look solely
      to
      such successor in interest as the Landlord hereunder.


     

    32. 
Holding
      Over: If
      Tenant
      remains in possession of the Premises or any part thereof after the expiration
      of this Lease, whether with or without Landlord’s acquiescence, Tenant shall be
      deemed only a tenant at will and there shall be no renewal of this Lease without
      a written agreement signed by both parties specifying such renewal. Tenant
      shall
      also remain liable for any and all damages, direct and consequential, suffered
      by Landlord as a result of any holdover without Landlord’s unequivocal written
      acquiescence.

    


    33. 
Name
      Restriction:
      Tenant
      acknowledges that the name “Biltmore” has substantial value to Landlord as well
      as Biltmore Farms, Inc., with which it is affiliated. Therefore, Tenant agrees
      not to use or allow anyone else to use the name “Biltmore” or any derivation
      thereof in any project or business in which Tenant has any interest or in
      connection with the Premises or any other property or activity. Furthermore,
      Tenant agrees not to represent that it has any ownership or affiliation with
      Landlord or Biltmore Farms, Inc. or any of their affiliated companies.


     

    
      
        
        

      

      
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    IN
      TESTIMONY WHEREOF, Lessor and Lessee have caused this lease to be executed,
      this
      the day and year first above written.

    


    LESSOR: 
TWO
      TOWN
      SQUARE, LLC

                            
       BILTMORE
      FARMS, INC.

                            
       Member/Manager

    


    By:
      _________________________(SEAL)

    Authorized
      Officer:__________

    


    


    LESSEE: HOMELAND
      INTEGRATED SECURITY SYSTEMS, INC.

    


    


    
      	 	
              By:

            	
              _____________________________

            


    

    
      	 	 	
              Frank
                Moody

            


    

    


    
      	 	
              Its:

            	
              _____________________________

            


    

     

    
 

    
      
        
        

      

      
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    EXHIBIT
      A

    


    

     

    
      
        
        

      

      
        8