Exhibit 10.26


    Exhibit
      10.26

     

    LEASE
      AGREEMENT

    


    FUNDAMENTAL
      LEASE PROVISIONS

     

    

      
        	
                Lease
                  Date:

              	
                June
                  1, 2005

              
	 	 
	 	 
	
                Landlord:

              	
                FUSCO,
                  LLC

              
	 	 
	 	 
	
                Address
                  of Landlord:

              	
                P.O.
                  Box 1075

              
	 	
                Arden,
                  NC 28704

              
	 	 
	 	 
	
                Tenant:

              	
                BBI
                  Computer Solutions, Inc.

              
	
                Address
                  of Tenant:

              	
                79
                  Battle Creek Road

              
	 	
                Horseshoe,
                  North Carolina 28742

              
	 	 
	 	 
	
                Tenant's
                  Trade Name:

              	
                Cyber
                  Cynergy

              
	 	 
	 	 
	
                Shopping
                  Center:

              	
                THE
                  AIRPORT CENTRE

              
	 	 
	 	 
	
                Address
                  of the 

              	 
	
                Shopping
                  Center:

              	
                140
                  Airport Road

              
	 	
                Arden,
                  North Carolina

              
	 	 
	 	 
	
                Premises:

              	
                Unit
                  140-N

              
	 	 
	 	 
	
                Area
                  of the Premises:

              	
                1,566
                  square feet

              
	 	 
	 	 
	
                Term:

              	 
	
                Commencement
                  Date:

              	
                June
                  1, 2005

              
	
                Expiration
                  Date:

              	
                May
                  31, 2010

              
	 	 
	 	 
	
                Renewal
                  Term:

              	
                One
                  5-year option to renew

              


      

    

    


    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    


    Security
      Deposit:  $
      2.866.50*

    


    *amount
      transferred from existing lease of Unit J

    


    Rent,
      payable monthly beginning on the date the Tenant commences
      business:

    


    Rent:              
      $21,141.00
      - Year 1  ($1,761.75
      monthly)
      $3290.13
BDR
      RJF

    $21,924.00
      - Year 2 ($1,827.00
      monthly)
      $3355.38
BDR
      RJF

    $22,707.00
      - Year 3 ($1,892.25
      monthly)

    $23,490.00
      - Year 4 ($1,957.50
      monthly)

    $24,273.00
      - Year 5 ($2,022.75
      monthly)

    


    Rent:               
      $25,056.00
      - Year 6 ($2,088.00
      monthly)

    $25,839.00
      - Year 7 ($2,153.25
      monthly)

    $26,622.00
      - Year 8 ($2,218.50
      monthly)

    $27,405.00
      - Year 9 ($2,283.75
      monthly)

    $28,188.00
      - Year 10 ($2,349.00
      monthly)

    


    The
      following Items of additional rent are payable monthly in advance and are based
      upon Landlord's estimates for the calendar year in which the Commencement Date
      is scheduled too occur and are subject to adjustment as provided In this Lease
      for each succeeding calendar year:

    


    Common
      Area Maintenance: $1.00/sq.
      ft. = $1,566.00 yearly ($1130.50 month)

    Taxes
      and
      Insurance:   $0.75/sq.
      ft. = $1,174.50 yearly ($97.88 monthly)

    


    Sub-Total
      CAM, Tax & Insurance:  $2,740.50
      yearly 
      ($228.38
      monthly)

    


    **Past
      due rent payable in equal payments

    for
      first 24 months of new lease:    ($1,300.00
      monthly)
      BDR
      RJF

    


    Total
      Monthly Rent for Year One:     
      $
      3,290.13

    


    Permitted
      Use: Wireless
      telecommunications sales and service and computer hardware, software and
      accessories sales and service

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    THIS
      LEASE AGREEMENT (this "Lease"), made and entered Into as of the 1st day of
      June,
      2005 by and between FUSCO, LLC, a corporation duly organized and existing under
      the laws of the State of North Carolina, ("Landlord"), and BBI COMPUTER
      SOLUTIONS, INC. D/B/A CYBER CYNERGY, ("Tenant”). This Lease replaces the lease
      of Unit J to Tenant.

    


    Landlord
      hereby leases to Tenant and Tenant hereby leases from Landlord approximately
      1566 square feet of office space designated as Unit N as shown on the plat
      attached hereto as Exhibit A (the "Premises"). The Premises are located in
      the
      Shopping Center known as The Airport Centre, composed of the building and
      improvements (the "Building") now or hereafter constructed on that parcel of
      land at 140 Airport Road, Arden North Carolina (the "Shopping Center") and/or
      on
      any additional land acquired by Landlord and made a part of the Shopping Center,
      which land and additional land is hereinafter called the “Land.” The Premises,
      the Building and the Land are sometimes collectively referred to as the
      "Property".

    


    The
      Fundamental Lease Provisions appearing on the face Page of this Lease are an
      integral part of this Lease and are incorporated herein by reference. Each
      of
      the Fundamental Lease Provisions shall be deemed a definition of an essential
      term of this Lease and whenever any such term shall appear In this Lease, it
      shall be deemed to have the meaning therefore set forth in the Fundamental
      Lease
      Provisions and shall be limited by the provisions of this Lease applicable
      thereto.

    


    ARTICLE
      1

    


    POSSESSION
      AND FORCE MAJEURE

    


    1.01
      Delivery and Acceptance of Premises. Landlord shall deliver possession of the
      Premises and Tenant shall accept possession thereof on the Commencement Date
      as
      specified In the Fundamental Lease Provisions. Tenant has inspected the Premises
      and, by execution of this Lease, accepts the Premises in its existing condition
      (Le., "as is"). Except as may be expressly set forth in this Lease or otherwise
      expressly agreed In writing by Landlord, Tenant acknowledges that Landlord
      shall
      not be obligated to make any further improvements to the Premises,

    


    1.02
      Force Majeure Extension. If Landlord for any reason whatsoever cannot deliver
      possession of the Premises to Tenant on the Commencement Date, this Lease shall
      not be void or voidable nor shall Landlord be liable to Tenant for any loss
      or
      damage resulting therefrom; but In that event, there shall be a proportionate
      reduction of all Rent and other charges to Tenant for the Period between the
      Commencement Date and the date when Landlord does In fact deliver possession
      to
      Tenant. No such failure to give possession on the Commencement Date shall be
      construed In anywise to extend the Term of this Lease. The other provisions
      of
      this section to the contrary notwithstanding, if for any reason other than
      strikes or acts of God beyond the control of Landlord possession of the Premises
      Is not delivered to Tenant within sixty (60) days of the Commencement Date,
      then
      this Lease may be 'terminated by either party and shall be deemed to be
      terminated thirty (30) days after receipt by the other party of written notice
      to terminate, and thereupon neither party hereto shall have any further
      liability to the other.

    


    Any
      date
      with respect to Landlord's completion of any work In the Premises provided
      for
      herein or In any other agreement between Landlord and Tenant relating to the
      Premises shall be extended for any period that any such Landlord's work shall
      have been unavoidably delayed due to labor disputes, acts of God, government
      regulations or controls, or other casualties, conditions or causes beyond the
      reasonable control of Landlord.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    ARTICLE
      2

    


    TERM

    


    2.01
      Commencement and Expiration Dates of Term. The Term of this Lease and Tenant's
      obligation to pay Rent hereunder shall commence On the Commencement Date, and
      shall expire, unless extended for a Renewal Term pursuant to Section 2.02 hereof
      or sooner terminated In accordance with the provisions hereinafter contained,
      at
      12:00 p.m. midnight on the Lease Expiration Date. The Term and the Renewal
      Term,
      If any, are collectively referred to as the "Term."

    


    2.02
      Renewal Term. Provided that Tenant is not In default under any of the terms
      of
      this Lease, Tenant shall have the option to extend the Term of the Lease for
      one
      (1) additional term of five (5) years upon the same terms and conditions
      contained In this Lease and at the rental amounts set forth as Renewal Term
      Rent
      in the Fundamental Lease Provisions. To exercise this option. Tenant must
      provide written notice to Landlord not later than one hundred eighty (180)
      days
      prior to the expiration date of the then-current Term. The Renewal Term of
      this
      Lease and Tenant's obligation to pay Rent hereunder shall commence on the
      Renewal Term Commencement Date, and shall expire, unless sooner terminated
      In
      accordance with the provisions of this Lease, at 12:00 p.m.

    midnight
      on the Renewal Term Expiration Date.

    


    2.03
      Failure of Tenant to Open. In the event that Tenant shall have failed to fully
      fixture, stock and staff the Premises and to open the Premises for business
      on
      or before thirty (30) days following the Commencement Date, then Landlord shall
      have, in addition to any and all remedies hereinafter provided, the right to
      immediately terminate this Lease and/or Tenant's right to possession
      hereunder.

    


    2.04.
      Memorandum of Lease. This Lease shall not be recorded. If requested by Tenant,
      Landlord and Tenant shall execute a short form Memorandum of Lease, specifying
      the exact term of this Lease and such other reasonable and appropriate terms
      as
      agreed to by Landlord and Tenant. for recording In the Office of the Register
      of
      Deeds for Buncombe County, North Carolina. Tenant shall pay the recording
      fees

    


    2.05
      Attorney-in-Fact. Tenant hereby Irrevocably appoints Landlord as Tenant's
      attorney-in-fact pursuant to the provisions of Chapter 47, Section 115.1 of
      the
      General Statutes of North Carolina coupled with an Interest to execute any
      certificate or certificates required pursuant to Section 4.15 hereof regarding
      subordination and/or any Estoppel Agreement required pursuant to Section 8
      hereof. In the event Tenant fails to execute any such documents within fifteen
      (15) days of submission by Landlord. Landlord may execute and/or record same
      as
      attorney-in-fact for Tenant.

    


    ARTICLE
      3

    


    TENANT
      PAYMENTS

    


    Tenant
      covenants and agrees to pay Landlord as rental for the Premises Rent In
      accordance with the provisions set forth hereinbelow. Tenant further covenants
      and agrees to pay, as hereinafter set forth, common area costs and expenses,
      taxes, insurance costs, promotional costs, late charges, and other charges
      required to be paid by Tenant by the provisions of this Lease, all of which
      are
      hereinafter sometimes collectively referred to as "Common Area Costs" and shall
      not be deemed a part of Rent hereunder. Common Area Costs shall for the purposes
      of the default provisions hereof, be deemed Additional Rent due from Tenant
      and
      any default in the prompt payment thereof shall entitle Landlord to exercise
      any
      or all of the remedies provided for herein and at law or at equity, on account
      of Tenant's failure to pay Rent. It is further agreed that Common Area Costs
      shall not be deemed Rent as that term is construed relative to government wage,
      price and rent control or analogous governmental actions affecting the amount
      of
      Rent which Landlord may charge Tenant. For the purposes of this Lease, the
      term
      Tenant's Proportionate Share shall mean (for each calendar year during the
      Term
      of this Lease during which Tenant Is required to make a specified payment of
      Common Area Costs, taxes, or Insurance costs) that fraction the numerator of
      which is the Area of the Premises and the denominator of Which Is the total
      rentable areas of all buildings forming the Shopping Center.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


    3.01
      Rent. Tenant shall pay to Landlord without notice or demand during the Term
      hereof, at the address of Landlord or at such other place as Landlord may direct
      from time to time by notice to Tenant, the Annual Rent In equal monthly
      Installments of the Monthly Rent set forth in the Fundamental Lease Provisions
      payable in advance on or before the first day of each calendar month during
      the
      Term of this Lease, without abatement, offset or deduction of any kind or for
      any reason. Installments of Rent due for any period Jess than one (1) calendar
      month for which tenant Is obligated to pay Rent shall be prorated on a per
      diem
      basis with respect to such fractional calendar month. .

    


    3.02
      Common Area Costs and Expenses. Taxes and Insurance Costs.

    


    (a)
      For
      each calendar year during the Term of this Lease, Tenant shall pay to Landlord
      as Additional Rent Tenant's Proportionate Share of all common area costs and
      expenses ("Common Area Costs"). Common Area Costs are those costs paid or
      Incurred by Landlord and shall be charged to the operation, maintenance and
      management of the Shopping Center and its common areas. Tenant shall pay with
      the first payment of Rent, the Initial Installment toward Tenant’s Proportionate
      Share of Common Area Costs In the amount set forth In the Fundamental Lease
      Provisions, the same being based on Landlord's estimates for the calendar year
      in which the Commencement Date Is scheduled to occur. Such Initial estimated
      Installment is for the period from the scheduled Commencement Date to the last
      day of the calendar year during which the Commencement Date Is scheduled to
      occur. Tenant shall thereafter pay annual installments toward Tenant's
      Proportionate Share of Common Area Costs for each subsequent calendar year
      based
      on Landlord's estimates for each such period. After the end of each such
      calendar year, Landlord shall deliver to Tenant a statement certifying the
      actual Common Area Costs for the estimated period Just ended and a statement
      estimating the Common Area Costs for the calendar year thereafter. On or before
      the due date for the installment of Rent next due following receipt of each
      such
      statement.

    


    Tenant
      shall pay any deficiency resulting from the actual Common Area Costs exceeding
      estimated payments for the period Just ended and shall pay Tenant's
      Proportionate Share of each such Item for the calendar year thereafter on the
      basis of Landlord's latest estimate. Landlord shall credit any excess payment
      made by Tenant for the preceding period against future payments of Tenant's
      Proportionate Share. If the Term of this Lease shall begin or end on a date
      other than the first or last day of an estimated period established by Landlord
      as aforesaid, the charges to Tenant for Common Area Costs for the first and/or
      final period shall be prorated on a dally basis.

    


    (b)
      The
      term "Common Area Costs" shall mean and include all amounts paid or incurred
      by
      Landlord for operating, managing and maintaining the common areas of the
      Shopping Center in a manner deemed by Landlord reasonable and appropriate and
      for the best interests of the Shopping Center, including, without limitation,
      all costs and expenses of: (a) operating, repairing, maintaining, lighting,
      cleaning, painting and securing (including cost of uniforms, equipment, and
      all
      employment taxes) the common areas of the Shopping Center; (b) heating and
      cooling any enclosed common areas of the Shopping Center; (c) paying all
      personnel employed on a part time basis or full time basis in the operation,
      maintenance or repair of the common areas of the Shopping Center; (d) removing
      rubbish and debris from the common areas of the Shopping Center; (e) inspection,
      maintenance, operation and depreciation of machinery and equipment used in
      the
      operation and maintenance of the common area facilities; (f) replacement, repair
      and maintenance of: all roofs, exteriors and structural portions of all
      buildings within the Shopping Center; all paved parking and other 

    areas
      serving the Shopping Center (including, without limitation recapping, pot hole
      repair, painting and striping); and all walkways, landscaping, and lighting
      facilities; (g) planting, replanting and replacing flowers, shrubbery, and
      planters and the supplies required therefore; (h) all utilities used in
      connection with the operation, repair and maintenance of the common area
      facilities; (i) leasing or renting equipment used In connection with the
      operation, repair and maintenance of common area facilities; (j) compliance
      with
      any and all governmental regulations or the requirements of any governmental
      authority (such as but not limited to those of the Environmental Protection
      Agency and/or the Occupational Health and Safety Act) including the cost of
      any
      improvements required thereby and all costs and fees paid or incurred in
      preparing to make such improvements and In contesting or negotiating as to
      such
      regulations or requirements, (k) taxes; (l) insurance costs; (m) promotional
      costs; (n) an administrative cost equal to fifteen percent (15%) of the total
      amount of all Common Area Costs; and (o) establishing and maintaining reasonable
      reserves for the foregoing purposes. It is acknowledged and agreed that for
      the
      purposes of this Lease the “common areas" of the Shopping Center shall mean and
      include all roofs, exteriors and structural portions of all buildings and all
      utilities underground or otherwise forming part of the Shopping Center and
      all
      paved parking areas, driveways, sidewalks, passages, loading docks and all
      other
      areas not specifically designated to be under the exclusive control of any
      single tenant.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    


    (c)
      The
      term "taxes" shall mean and Include all assessments or charges paid or incurred
      by Landlord for public betterments or Improvements, fire or water line taxes,
      ad
      valorem real estate and/or personal property taxes, or any other tax on rents
      or
      real estate as such (of her than Income taxes thereon) are from time to time
      directly or Indirectly assessed or imposed upon the Shopping Center and/or
      the
      Land and/or the property, furniture, fixtures, and equipment used in the
      operation, maintenance or repair of the Shopping Center and its common areas,
      including all costs and fees paid or Incurred by Landlord In contesting, or
      in
      negotiating with the public authorities as to the amount of such assessments,
      charges or taxes or the basis upon which the same shall be
      assessed.

    


    (d)
      The
      foregoing provisions to the contrary notwithstanding, it is understood end
      agreed that any and all taxes imposed upon or with respect to any alterations,
      additions, or improvements made to the Premises by Tenant or under its
      direction, or with respect to any property of Tenant therein shall be borne
      and
      paid entirely by Tenant and if any of said items or any portion thereof shall
      be
      paid by Landlord, Tenant shall reimburse Landlord for the same immediately
      upon
      receipt by Tenant of written demand therefore from Landlord.

    


    (e)
      The
      term "insurance costs" shall mean and include all amounts paid or incurred
      by
      Landlord for all insurance which may be maintained by Landlord from time to
      time
      with respect to the Shopping Center, the common areas thereof and the
      management, operation and maintenance thereof including, but not limited to,
      all
      risk fire and extended coverage insurance, rental loss insurance, general
      liability insurance, automobile insurance, workmen's compensation insurance,
      insurance against liability for defamation and claims for false arrest, and
      plate glass insurance.

    


    3.03
      Utilities.

    


    (a)
      Tenant shall promptly pay for all utilities and other services (Including,
      but
      not limited to, water, sewage service charges, garbage or trash removal, fuels,
      including natural gas and electricity, including electricity for any heating
      in
      the Premises) furnished to and/or used in or at the Premises for any purpose.
      Landlord shall Install a meter at the Premises to record Tenant's water usage,
      and Tenant shall pay to Landlord monthly, as Additional Rent, the cost of
      Tenants water usage within then (10) days of Tenant’s receipt of a statement
      from Landlord setting forth the cost of such water usage on the
      Premises.

    


    (b)
      Landlord shall not be liable for any interruption or curtailment whatsoever
      in
      the furnishing of utility services or other services to the Premises whether
      or
      not the same are furnished by Landlord, which Is due to fire, accidents,
      strikes. acts of God or other casualties, conditions or causes beyond Landlord's
      control or which Is necessary or proper In order to make alterations,
      improvements or repairs. Landlord reserves and shall at all times have the
      right
      to cut off and discontinue on ten (10) days written notice to Tenant all utility
      services in the event Tenant has failed to pay any amounts due from Tenant
      to
      Landlord under any provision of this Leas~ and fails to cure such default within
      said ten (10) day notice period.

    


    3.04
      Amounts Due Upon Termination. Notwithstanding any expiration or termination
      of
      this Lease (except in the case of cancellation by mutual agreement) Tenant's
      obligation to pay Rent, Tenant's Proportionate Share of all Common Area Costs
      and utility charges under this Lease shall continue and shall cover all periods
      up to the Lease Expiration Date. Tenant’s obligation to pay any and all such
      amounts under this Lease and Landlord’s and Tenant's obligations to make the
      adjustments referred to above shall survive for one (1) year after any
      expiration or termination of this Lease.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    


    3.05
      Security Deposit. Tenant has concurrently with the execution of this Lease,
      deposited with the landlord the sum set forth for the Security Deposit in the
      Fundamental Lease Provisions as security for the full and faithful performance
      of each and every provision of this Lease to be performed by Tenant. If Tenant
      defaults with respect to any provision of this Lease by it to be performed,
      Landlord may, in addition to any other remedy it may have, use, apply or retain
      all or any part of the Security Deposit for the payment of any Rent or any
      other
      sum in default, or for the payment of any other amount which Landlord may spend
      or become obligated to spend by reason of Tenant's default or to compensate
      Landlord for any other loss or damage which Landlord may suffer by reason of
      Tenant's default. If any portion of the Security Deposit is so used or applied,
      Tenant shall, within five (5) days after written demand therefore, deposit
      cash
      with Landlord in an amount sufficient to restore the Security Deposit to its
      original amount. Landlord shall not be required to keep the Security Deposit
      separate from its general funds and Tenant shall not be entitled to interest
      on
      such deposit. If Tenant shall fully and faithfully perform each provision of
      this Lease to be performed by it, the Security Deposit or any balance thereof
      shall be returned to Tenant only upon the expiration of the full stated Term
      of
      this Lease and after payment by Tenant of all sums due or to become due Landlord
      under any provisions of this Lease, it being the intention of the parties that
      such sum of money shall secure Landlord not only as to default by Tenant prior
      to termination but as to any deficiency in sums to be paid by Tenant to Landlord
      for the full stated Term hereof. In the event of a sale, lease or other transfer
      of the Shopping Center, Landlord shall have the right to transfer the Security
      Deposit to the vendee, lessee or transferee, and Landlord snail thereupon be
      released from all liability for the return of such Security Deposit, and Tenant
      shall look to the new Landlord solely for the return of said Security Deposit
      and this provision shall apply to every transfer or assignment made of the
      Security Deposit to a new landlord. The Security Deposit shall not be assigned
      or encumbered by Tenant without the written consent of Landlord and any such
      assignment or encumbrance without Landlord's consent shall be void.

    


    ARTICLE
      4

    


    TENANT
      COVENANTS

    


    4.01
      Use.

    


    (a)
      Tenant shall not use, occupy or operate the whole or any part of the Premises
      for any purpose other than that set forth under Permitted Use In the Fundamental
      Lease Provisions or permit the same to be used for any other purpose. Tenant
      agrees to maintain minimum business hours from 10:00 a.m. to 6:00 p.m., six
      (6)
      days per week (Monday through Saturday), which minimum business hours may be
      modified by Rules and Regulations reasonably imposed by Landlord. Tenant shall
      further use the Premises in accordance with the Rules and Regulations from
      time
      to time adopted by Landlord and in such a manner as will not interfere with
      or
      infringe on the rights of other tenants in the Shopping Center. If Rules end
      Regulations have already been adopted by Landlord, a copy of such Rules and
      Regulations presently in effect are attached hereto as Exhibit "B" and by this
      reference made a part hereof.

    


    (b)
      Tenant shall not use or occupy the Premises in violation of an~ law, ordinance,
      regulation or other directives of any governmental authority having jurisdiction
      thereof, nor permit a nuisance to be created or maintained therein. Tenant
      shall
      not maintain or permit any coin operated or vending machines within the Premises
      without the prior written consent of Landlord.

    


    (c)
      During the Term hereof, Tenant shall be in continuous use, occupancy and
      operation of the entire Premises, shall conduct business in the Premises for
      the
      purposes herein stated and shall not vacate or abandon the Premises or allow
      the
      same to appear vacated or abandoned. Tenant shall conduct its business in the
      Premises under the trade name set forth under Tenant's Trade Name in the
      Fundamental Lease Provisions and under no other name or trade name unless first
      approved in writing by Landlord.

     

    
      
         

      

      
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    (d)
      Tenant shall not allow any odor or sound produced or originating within the
      Premises to be detectable outside the Premises and shall, at its sole expense,
      exhaust or filter all such odors in such manner that they cannot be detected
      outside the Premises and sound proof the walls of the Premises in such manner
      that such sounds cannot be heard outside the Premises.

    


    (e)
      Tenant shall not under any circumstances conduct in the Premises or the Shopping
      Center any auction or bankruptcy sale or fire sale or going-out-of-business
      sale
      or any similar liquidation sale, it being agreed that the same are inconsistent
      and in conflict with and would be detrimental to the interests of Landlord
      and
      Tenant.

    


    4.02
      Painting and Decorating. Tenant shall paint and keep the Premises, including
      the
      storefront thereof, in good repair, but Tenant shall not change the decorative
      or architectural treatment of the storefront (including the paint colors),
      the
      interior or the exterior of the Premises without Landlord's written consent.
      Tenant shall promptly remove, upon order from Landlord, any decoration or
      architectural change which has been applied to or installed upon the Premises
      without Landlord's written consent or take such other action with reference
      thereto as Landlord may direct.

    


    4.03
      Signs and Displays. Tenant shall not place or permit to be placed or maintained
      any sign, awning, advertising matter, decoration, lettering, or other thing
      of
      any kind on the interior or the exterior of the Premises or on the glass any
      window or door of the Premises without first obtaining Landlord's written
      approval thereof. Tenant shall promptly remove upon order from Landlord, any
      sign, awning, advertising matter or other thing of any kind which has been
      applied to or installed upon the interior or exterior of Premises without
      Landlord's written consent or take such other action with reference thereto
      as
      Landlord may direct. Tenant shall maintain displays of merchandise in such
      a
      manner as shall be visible from Tenant's storefront and shall take such other
      action with respect thereto as Landlord shall direct. 

     

    4.04
      Rubbish Removal. Tenant at its own expense shall keep the Premises clean, both
      inside and outside, and shall remove all rubbish, garbage and other refuse
      from
      the Premises and place it in containers which shall be provided by Tenant and
      located as directed by Landlord within the service areas of the Shopping
      Center.

    


    4.05
      Passageways. Tenant shall neither encumber nor obstruct the passageways
      adjoining the Premises or in other areas of the Shopping Center, nor allow
      the
      same to be obstructed or encumbered in any manner, including, but not limited
      to
      the use of same for displays, advertising or the sale of merchandise.


    


    4.06
      General Insurance Requirements. During the Term hereof, Tenant shall, at its
      own
      cost and expense, carry with companies satisfactory to Landlord, comprehensive
      public liability insurance in the Joint names of Landlord and Tenant covering
      the Premises and the use and occupancy thereof in such amount or amounts as
      may
      be reasonably required y Landlord from time to time but in no event less than
      One Million Dollars ($1,000,000.00) combined single limit for any one
      occurrence. Tenant shall also keep in force at its own cost and expense as
      set
      forth herein, fire, extended coverage, sprinkler and water damage insurance
      on
      Tenant’s personal property and other contents of the Premises, including, but
      not limited to betterments and improvements made by Tenant, Tenant's inventory,
      trade fixtures, furnishings and other personal property whether or not removable
      by Tenant, in an amount sufficient to cover the full replacement cost of such
      property. Tenant hereby waives any claim or right of action which it may have
      against Landlord for loss or damage covered by any insurance required to be
      maintained by it pursuant t the terms of this Lease and covenants and agrees
      that it will obtain a waiver in writing from the carrier of such insurance
      releasing such carrier’s subrogation rights as against Landlord. In addition,
      Tenant shall keep in force workman’s compensation or similar insurance to the
      extent required by law. Tenant shall deliver said policies or certificates
      thereof to Landlord before entering the Premises or within ten (10) days of
      the
      Commencement Date, whichever shall occur first and thereafter thirty (30) days
      prior to the expiration of any existing policy of insurance. Should Tenant
      fail
      to obtain or maintain in effect the insurance called for herein or to pay the
      premiums therefore or to deliver said policies, certificates or duplicates
      thereof to Landlord, Tenant shall indemnify and hold Landlord harmless from
      all
      loss or damage incurred by Landlord arising out of such failure and Landlord,
      may, at its election and in addition to any other remedy available to Landlord,
      procure said insurance and pay the requisite premiums therefore, in which event,
      Tenant shall pay to Landlord on demand as Additional Rent all sums so expended
      by Landlord. Tenant shall cause each Insurer under the policies required
      hereunder to agree by endorsement on the policy issued by it or by independent
      instrument furnished to Landlord that it will give Landlord fifteen (15) days
      prior written notice before the policy or policies in question shall be altered
      or canceled.

     

    
      
         

      

      
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    4.07
      Plate Glass. Tenant shall replace, at its sole cost and expense any and all
      plate and other glass in or about the Premises damaged or broken from any cause
      whatsoever.

    


    4.08
      Insurance Restrictions. Tenant shall not, without Landlord’s prior written
      consent, used the Premises or the Shopping Center in any manner which will
      increase the insurance premium costs or invalidate any insurance policies
      carried on the Premises or on other parts of the Shopping Center, nor shall
      Tenant do or cause to be done or permit or keep on the Premises or in the
      Shopping Center anything which will have a like effect upon any such insurance
      policies. If, because of anything done, caused to be done, permitted or omitted
      by Tenant or its agents, servants, employees (whether or not acting in the
      scope
      and course of their employment), licensees, or assignees, the premium rate
      for
      any kind of insurance in effect on the Shopping Center or any part thereof
      shall
      be raised, or if Landlord should consent to a use or occupancy of the Premises
      by Tenant whish shall cause an increase in the premium rate for such insurance,
      Tenant shall pay Landlord on demand as Additional Rent the amount of any such
      increase in premium which Landlord shall pay for such insurance. If Landlord
      shall demand that Tenant remedy the condition which caused any such increase
      in
      an insurance premium rate, unless Landlord has otherwise consented to the
      condition in writing, Tenant shall remedy such condition within five (5) days
      after receipt of such demand. All property kept, stored, maintained or permitted
      within the Premises by Tenant shall be at Tenant’s sole risk.

    


    4.09
      Indemnification of Landlord. Tenant agrees to indemnify and defend Landlord
      and
      to save harmless Landlord, and the tenants, licensees, invitees, agents,
      servants and employees of Landlord against and from any and all claims by or
      on
      behalf of any person, firm or corporation arising by reason of injury to person
      or property occurring on the Premises, or in the Shopping Center occasioned
      in
      whole or in part by any act or omission on the part of Tenant or any servant,
      agent, employee; licensee, or assignee of Tenant, or by reason of any unlawful
      use of the Premises or by reason of any breach, violation or nonperformance
      of
      any covenant in this Lease on the part of Tenant to be observed or performed,
      and also by reason of any matter or thing growing out of the occupancy or use
      of
      the Premises by Tenant or anyone holding or claiming to hold through or under
      Tenant. Tenant agrees to pay Landlord promptly for all damage to the Shopping
      Center or the Premises and for all damage to tenants or occupants of the
      Shopping Center caused by Tenant's misuse or neglect of the Shopping Center
      or
      of the Premises or of its or their apparatus and appurtenances and Tenant agrees
      in any event to reimburse and compensate Landlord as Additional Rent within
      five
      (5) days of rendition of any statement to Te an by Landlord for expenditures
      made by Landlord or for fines sustained or incurred by Landlord due to
      nonperformance or noncompliance with or breach or failure to observe any term
      covenant or condition of this Lease upon Tenant's pert to be kept, observed,
      performed or complied with, Landlord shall not be liable to Tenant for any
      damage by or from any act o negligence of any co-tenant or other occupant of
      the
      Shopping Center or by any owner or occupant of adjoining or contiguous property.
      Neither Landlord nor its agents shall be liable to Tenant or to any person,
      firm
      or corporation claiming through or under Tenant for any injury or damage to
      persons or property resulting from fire, explosion, failing plaster, steam,
      glass, electricity, water, rain or snow or leaks from any part of the Shopping
      Center or from the pipes, appliances or plumbing works or from the roof, street
      or sub-surface or from any other place or by dampness or by any other cause
      of
      whatever nature, unless caused by or due to the negligence of Landlord, it
      agents, servants or employees acting in the course and scope of their
      employment. Landlord shall not be liable to Tenant or to any person, firm or
      corporation claiming through or under Tenant for any latent defect in the
      Premises or in the Shopping Center.

     

    
      
         

      

      
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    4.10
      Alterations by Tenant. Tenant shall make no alterations, addition or
      improvements to the Premises or to the exterior, the structure, or the
      storefront thereof or the signs thereon without the prior written consent of
      Landlord. Any request by Tenant for Landlord's co sent to an such proposed
      alterations, additions and improvements shall in each instance be accompanied
      by
      plans and specifications for the proposed work, prepared and submitted to
      Landlord in accordance with such requirements as Landlord may reasonably impose.
      All such alterations, additions and improvements shall be made by Tenant in
      accordance with the reasonable, requirements of Landlord. All alterations,
      additions and improvements (excluding personal property and movable business
      fixtures of Tenant no part of the cost of which shall have been paid by
      Landlord) made by, for or at the direction of Tenant, shall become the property
      of Landlord and shall remain upon and be surrendered with the Premises as a
      part
      thereof at the expiration or earlier termination of this Lease or at such time
      as Landlord shall reenter and take possession of the Premises without
      terminating this Lease pursuant to the provisions of Section 4.14 hereof;
      Landlord shall, however, have the right to require Tenant to remove any such
      alterations, additions, or improvements and to restore the Premises to the
      condition in which they were in at the commencement of Tenant's occupancy
      thereof. Such right shall be exercised by Landlord by giving notice to Tenant
      at
      any time prior to but not later than thirty (30) days after the expiration
      or
      earlier termination of this Lease. Upon receipt of such notice, Tenant, at
      Tenant’s sole cost and expense, shall comply with the requirements specified in
      such notice on or before the expiration or earlier termination of this Lease
      or
      within five (5) days after receipt of such notice by Tenant whichever shall
      be
      later.

    


    4.11
      Repairs and Maintenance by Tenant. (a) Tenant shall, at Tenant’s own cost and
      expense, keep and maintain the Premises and appurtenances thereto (including
      replacements as necessary) and every part thereof, in good order and repair
      except portions of the Premises to be repaired by Landlord pursuant to Section
      6.01 hereof. Tenant shall also keep the heating, cooling and ventilation, water,
      sewer, electrical and sprinkler systems within or serving the Premises in good
      order and repair and Tenant shall be liable for any damages due or attributable
      to Tenant's , failure to perform or cause such maintenance or repairs to be
      performed. Throughout the Term of this Lease, Tenant shall enter into and
      maintain at its expense a maintenance contract with the service contractor
      designated from time to time by Landlord, or selected by Tenant and approved
      in
      writing by Landlord, which contract shall provide for, and Tenant shall through
      such contractor perform or cause to be performed, routine maintenance on the
      heating, cooling and ventilation system serving the Premises, including but
      not
      limited to timely changing of filters (at least quarterly), adjustment and
      inspection of air handling mechanisms, control equipment, inspection,
      maintenance and performance of necessary lubrication, testing and other such
      normal maintenance procedures.

    


    In
      addition, throughout the Term of this Lease, Tenant shall enter into and
      maintain at its expense a pest control contract with the pest control contractor
      designated from time to lime by Landlord, or selected by Tenant and approved
      in
      writing by Landlord, which contract shall provide for, and Tenant shall through
      such contractor perform or cause to be performed, not less frequently than
      quarterly, routine pest control services and extermination of and preventive
      treatment for vermin, insects and wood destroying organisms. 

    


    All
      damage or injury to the Premises or the Shopping Center, or the comm0f. areas,
      caused by any act or negligence of Tenant, its agents, employees, licensees,
      invitees or visitors, shall be promptly repaired by Tenant. Landlord may make
      such repairs which are not promptly made by Tenant and charge Tenant for the
      cost thereof, and Tenant hereby agrees to pay such amount to Landlord, together
      with interest thereon at the highest legal rate not to exceed eighteen (18%)
      percent per annum from the date of such repairs, as Additional Rent on demand.
      Tenant shall have no right to make repairs at the expense of Landlord, or to
      deduct the cost thereof from the Rent due hereunder.

     

    
      
         

      

      
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    4.12
      Transfers. Assignment and Subletting. Tenant shall not sell, assign, pledge
      or
      hypothecate this Lease or sublet the Premises or any part thereof without the
      prior written consent of Landlord in each such instance. Consent of Landlord
      to
      one assignment or subletting shall not destroy or operate as a waiver of the
      prohibitions contained in this section as to tot re assignments or subleases
      and
      all such later assignments or subleases shall be made only with Landlord’s prior
      written consent. In the event any assignment of this Lease or subletting of
      the
      Premises or any part thereof is made by Tenant whether or not the same is
      consented to by Landlord, Tenant shall remain liable to Landlord for payment
      of
      all Rent and for the faithful performance of all of the covenants and conditions
      of this Lease by an assignee or sublessee to the same extent as if the Lease
      had
      not been assigned or the Premises sublet. If this Lease shall be assigned or
      the
      Premises or any portion thereof sublet by Tenant at a rental that exceeds all
      Rent and Additional Rent to be paid to Landlord hereunder, then and in such
      event any such excess shall be paid over to Landlord by Tenant. If Tenant shall
      request Landlord's consent to an assignment of this Lease or a subletting of
      the
      Premises or any portion thereof, it shall do so by written notice to Landlord
      naming the proposed assignee or subtenant, designating any portion of the
      Premises. t be su~1 at and setting forth the other terms and conditions of
      such
      proposed assignment or subletting. Thereupon and at any time thereafter Landlord
      shall, at its election upon notice to Tenant and without limitation, have the
      right to refuse to consent to such subletting or assignment; or enter into
      a
      direct lease with such proposed assignee or subtenant; and/or terminate this
      Lease as to the portion of the Premises designated in such notice. Upon Landlord
      giving such notice, this Lease shall terminate as to the portion of the Premises
      designated in such notice from Tenant to Landlord, the area of the Premises
      shall be reduced by the area of the portion of the Premises so designated by
      Tenant, the Rent shall be reduced in the same proportion as the area of the
      Premises shall be so reduced, an Tenant shall upon request of Landlord execute
      an instrument in recordable form prepared by Landlord amending this Lease to
      set
      forth the new Premises, Rent and Additional Rent.

    


    4.13
      Voting Control. If Tenant is a corporation and if the entity or person or
      persons own a majority of its voting shares at the time of the execution hereof
      cease to own a majority of such shares at any time hereafter, except as a result
      of transfers by gift, bequest or in heritance, Tenant shall so notify Landlord.
      In the event of such change of ownership, whether or not Tenant has notified
      Landlord thereof, Landlord may at its option terminate this Lease by notice
      to
      Tenant effective immediately upon the giving of such notice. This section shall
      not apply if and so long as Tenant is a corporation the outstanding voting
      stock
      of which is listed on a recognized security exchange. .

    


    4.14
      Remedies Upon Default.

    


    (a)
      Each
      of the following events (herein called "Events of Default") shall be deemed
      default by Tenant:

    


    (1)
      If
      Tenant shall fall to pay any Rent or Additional Rent when due an upon receipt
      of
      written notice of delinquency from Landlord shall fail to pay any delinquent
      Rent or Additional Rent within ten (10) days after receipt of such notice,
      or if
      Tenant shall fail to carry out any other obligation imposed upon it under the
      terms of this Lease within thirty (30) days after it shall have been notified
      by
      Landlord of its breach of this Lease, or Tenant is not diligently proceeding
      to
      carry out any obligation which may physically require more than thirty (30)
      days. Landlord shall not, however, be required to give Tenant notice of default
      if Tenant is in default more than two (2) times in a twelve-month period; or
      

     

    
      
         

      

      
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    (2)
      If
      Tenant (or, if Tenant is a partnership, if any partner of Tenant) or any
      guarantor of this Lease shall: (i) file a petition in bankruptcy; (ii) take
      or
      consent to any other action seeking any such judicial decree; (iii) file any
      debtor proceeding or a petition for an arrangement or for corporate
      reorganization; (iv) make any assignment for the benefit of its creditors;
      (v)
      admit in writing its inability to pay its debts generally as they become
      due;

    


    (3)
      If a
      court of competent jurisdiction shall enter a decree or order adjudicating
      Tenant bankrupt or insolvent;

    


    (4)
      If
      any trustee or receiver for Tenant, or for any substantial part of its property,
      be appointed;

    


    (5)
      If
      any person shall file a petition for involuntary bankruptcy against Tenant
      a
      such appointment or petition shall not be stayed or vacated within sixty (60)
      days (entry thereof;

    


    (6)
      If
      Tenant's interest hereunder shall pass to another by operation of '1w in an
      other manner;

    


    (7)
      If
      Tenant's interest in this Lease or the Premises shall be subjected to any
      attachment, levy or sale pursuant to any order or decree entered against Tenant
      in any legal proceeding and such order or decree shall not be vacated within
      fifteen (15) days of entry thereto;

    


    (8)
      If
      Tenant shall vacate or abandon the Premises or shall fail to strictly maintain
      minimum business hours as required in this Article 4,

    Then
      and
      in any such event. Landlord may, if Landlord so elects but not otherwise, at
      the
      occurrence of anyone or more of the foregoing events as a default of this Lease
      and with or without notice of such election, and with or without any demand
      whatsoever, either forthwith terminate this Lease and Tenant's rights to
      possession of the Premises or, without terminating this Lease, forthwith
      terminate Tenant's right to possession of the Premises.

    


    (b)
      No
      course of dealing between Landlord and Tenant or any delay on the part of
      Landlord in exercising any rights it may have under this Lease shall operate
      as
      a waiver of any of the rights of Landlord hereunder nor shall any waiver of
      a
      prior default operate as a waiver of any subsequent default or defaults and
      no
      express waiver shall affect any condition, covenant, rule or regulation other
      than the one specified in such waiver and that one only for the time and in
      the
      specifically stated. 

    


    (c)
      In
      the event of any re-entry of the Premises and/or changing of the locks on the
      Premises and/or termination of this Lease by Landlord pursuant to any of the
      provisions of this Lease, Tenant hereby waives all claims for damages which
      may
      be caused by such re-entry or changing of locks or termination by Landlord
      and
      Tenant shall save Landlord harmless from any loss, costs (including legal
      expense and reasonable attorneys’ fees) or damages suffered by Landlord by
      reason of such re-entry or changing of locks or termination and no such re-entry
      or changing of locks or termination shall be considered or construed to be
      a
      forcible entry.

     

    
      
         

      

      
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    (d)
      If
      Landlord elects to terminate Tenant's right to possession only, without
      terminating the Lease, Landlord may, at Landlord’s option, enter into the
      Premises, remove Tenant's signs and other evidence of tenancy, and take and
      hold
      possession thereof as provided in Subsection (b) above, without such entry
      and
      possession terminating this Lease or releasing Tenant, in whole or in part,
      from
      Tenant's obligation to pay the Rent hereunder for the full term, and in any
      such
      case Tenant shall pay forthwith to Landlord. If Landlord so elects, a sum equal
      to the entire amount of the Rent for the remainder of the then current Term,
      plus any other sums then due hereunder. Upon and after entry into possession
      without termination of this Lease, Landlord may, but need not, relet the
      Premises or any part thereof for the account of Tenant to any person, firm
      or
      corporation other than Tenant, for such Rent, for such time and upon such terms
      as Landlord in Landlord’s sole discretion shall determine, and Landlord shall
      not be required to accept any sums offered by Tenant or to observe any
      instructions given by Tenant about such reletting. In any such case, Landlord
      may make repairs, alterations and additions in or to the Premises and redecorate
      the same to the extent deemed by Landlord necessary or desirable, and Tenant
      shall, upon demand, pay the cost thereof, together with Landlord’s expenses of
      reletting. If the consideration collected by Landlord upon any such reletting
      for Tenant’s account is not sufficient to pay monthly the full amount of Rent
      and Additional Rent reserved in this Lease, and all other monies to be paid
      by
      Tenant, together with the costs of repairs, alterations, additions, redecorating
      and Landlord’s expenses, Tenant shall pay to Landlord the amount of each monthly
      deficiency upon demand.

    


    (e)
      Any
      and all property which may be removed from the Premises by Landlord pursuant
      to
      the authority of this Lease or of law, to which Tenant is or may be entitled,
      may be handled, removed or stored by Landlord at the risk, cost and expense
      of
      Tenant, and except strictly as required by law, Landlord shall in no event
      be
      responsible for the value, preservation or safekeeping thereof. Tenant shall
      pay
      to Landlord, upon demand, any and all expenses incurred in such removal and
      all
      storage charges against such property so long as the same shall be in Landlord's
      possession or under Landlord's control. Tenant agrees that, to the fullest
      extent permitted by law, any such property of Tenant not retaken from storage
      by
      Tenant within thirty (30) days after the end of the Term, however terminated,
      shall be deemed abandoned by Tenant and Landlord shall become the owner thereof.
      Landlord may dispose of any such property in any manner whatsoever including
      without limitation, the sale, scrapping and/or destruction thereof without
      any
      further obligation to Tenant, and Tenant shall pay to Landlord promptly on
      demand the reasonable expenses of such disposal.

    


    4.15
      Subordination. Tenant agrees that this Lease is and shall remain subject and
      subordinate to and may be assigned as security for any present and all future
      ground leases or underlying leases of the Shopping Center or of the Land and
      to
      and for all mortgages or deeds of trust which may now or hereafter affect such
      leases or the Shopping Center or the Land and to and for all renewals,
      modifications, consolidations, replacements and extensions thereof. This clause
      shall be self-operative and no further instrument shall be necessary to effect
      such subordination, however, Tenant shall execute promptly and deliver to
      Landlord any such certificate or certification in writing as Landlord may
      request evidencing the subordination of this Lease to or the assignment of
      this
      Lease as additional security for such ground lease, underlying lease, mortgage
      or deed of trust.

    


    4.16
      Liens. Any work on the Premises performed by Tenant hereunder s all be performed
      subject and pursuant to the provisions of the Alterations by Tenant, Section
      of
      this Lease, and upon completion thereof Tenant shall furnish Landlord with
      waivers and affidavits confirming that all contractors, subcontractors, laborers
      and materialmen who have performed work in the Premises have been paid in full.
      Such waivers and affidavits shall be in a form acceptable to Landlord and in
      accordance with applicable laws of the State of North Carolina. If any such
      lien
      or claim of lien shall at any time be flied against the Premises, the Shopping
      Center or the Landlord, or Tenant's interest therein or hereunder, by reason
      of
      Tenant's acts or omissions or because of a claim against Tenant or any
      contractor or subcontractor of Tenant, Tenant shall cause the lien or claim
      of
      lien to be canceled and discharged of record by bond or otherwise within ten
      (10) days after receipt of notice from Landlord. If Tenant shall fail to cause
      such lien or claim of lien to be so discharged or bonded within such period,
      Tenant shall be in default hereunder, and, in addition to any other right or
      remedy it may have, Landlord may, but shall not be obligated to, discharge
      the
      same by paying the amount claimed to be due or by procuring the discharge of
      such lien or claim by deposit in court or bonding, and in any such event,
      Landlord shall be entitled, if Landlord so elects, to compel the prosecution
      of
      an action for the foreclosure of such lien or claim by the lienor or claimant
      and to pay the amount of the judgment, if any, in favor of the lienor, with
      interest, costs sand allowances. Tenant shall pay as Additional Rent on demand
      any sum so paid by Landlord or the aforesaid purposes with interest as
      hereinafter provided and all costs and expenses incurred by Landlord including,
      but not limited to attorneys’ fees in processing such discharge or in defending
      any such action. 

     

    
      
         

      

      
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    4.17
      Retail Restriction Limit. During the Term of this Lease (including any extension
      or renewal thereof, Tenant shall not, either directly or indirectly, own,
      operate or be financially interested in, either by itself or with others within
      a radius of three (3) miles of the perimeter of the Shopping Center, a business
      like or similar to the business permitted to be conducted under this
      Lease.

    


    ARTICLE
      5

    


    COMMON
      AREAS

    


    5.01
      Use
      of Common Areas. (a) As long as Tenant is not in default hereunder, Tenant
      shall
      be entitled to the use in accordance with the Rules and Regulations referenced
      herein and in common with other tenants, the common areas of the Shopping
      Center, as same may be constituted from time to time; provided that Landlord
      may
      adopt and amend Rules and Regulations and make or grant such departures
      therefrom at such times and in such manner as Landlord in its sole discretion
      may deem appropriate. and further provided that the use of the common areas
      by
      Tenant shall be subject to the terms and conditions contained herein and to
      such
      other reasonable Rules and Regulations for the use thereof as may be prescribed
      by Landlord from time to time.

    


    (b)
      It is
      acknowledged and agreed that Landlord may in its sole discretion at any time
      or
      from time to time relocate or rearrange or alter or modify the common areas
      or
      any part thereof provided only that after any such change the common areas
      then
      available for Tenant's use and enjoyment shall be substantially equivalent
      to
      those so available prior to such change.

    


    (c)
      Tenant agrees that it shall cause all of its employees. agents and contractors
      to utilize that portion of the parking areas of the Shopping Center designated
      from time to time by Landlord for employee parking and shall prohibit such
      persons from using other parking areas Shopping Center.

    


    ARTICLE
      6

    


    LANDLORD
      OBLIGATIONS

    


    6.01
      Repairs by Landlord. Landlord agrees to keep in good order the common areas
      of
      the Shopping Center (exclusive of the storefront of the Premises or any plate
      or
      other glass in or about the Premises) provided that the cost of the same shall
      be included in Common Area Costs. Except as otherwise provided in this Lease,
      Landlord gives to Tenant exclusively control f the Premises and shall be under
      no obligation to inspect or repair any part of the Premises. Tenant shall at
      once report in writing to Landlord any defective condition known to Tenant
      which
      Landlord is required to repair, and failure to so report such defects shall
      make
      Tenant responsible to Landlord for the repair of such defective condition and
      any liability, cost or expense incurred by Landlord by reason of failure to
      so
      report such defective condition. Landlord shall have a reasonable time after
      receipt of notice from Tenant to commence and complete repairs required of
      Landlord hereunder.

    


    6.02
      Damage or Destruction. (a) In the event that before or during the Term of this
      Lease, the Premises or the Shopping Center shall be damaged by fire or other
      casualty which renders the Shopping Center, the Premises or any part of the
      Shopping Center or the Premises untenantable, Landlord within thirty (30) days
      of such fire or casualty or of receipt of written notice from Tenant of such
      damage (whichever shall last occur) shall have the right to either (i) serve
      written notice upon Tenant of Landlord's intent to repair said damage or (ii)
      if
      said damage renders so much of either of the Premises or of the Shopping Canter
      untenantable that repair would not be feasible as determined in Landlord's
      sole
      discretion, or if said damage shall have been occasioned by the act or omission
      of Tenant, its servants, agents or employees, serve written notice upon Tenant
      that this Lease is terminated. If Landlord shall so terminate this lease, such
      termination shall be effective as of the date therefore set forth in Landlord's
      notice to Tenant. If Landlord shall elect to repair such damage, such repairs
      shall be commenced within thirty (30) days of notice to Tenant of such election,
      and such repairs shall be completed within one hundred eighty (180) days of
      notice to Tenant of such election. During the period of repair the Rent shall
      be
      reduced to an amount which bears the same ratio as the portion of the Premises
      then available or use bears to the entire Premises. Upon completion of such
      repair, the Rent shall thereafter be paid as if no fire or other casualty had
      occurred. Additional Rent shall not be abated.

     

    
      
         

      

      
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    (b)
      The
      other provisions of this Section notwithstanding, Landlord shall have no
      obligation to replace or repair any property in the Shopping Center or on the
      Premises belonging to Tenant or to anyone claiming through or under Tenant
      nor
      shall Landlord have any obligation hereunder to replace or repair any property
      on the Premises which Landlord shall have the right require Tenant to remove
      from the Premises or any alteration, addition or improvement made to the
      Premises by, for or at the direction of Tenant.

    


    6.03
      Condemnation. In the event the whole or any part of the Shopping Center shall
      be
      taken by eminent domain or in any manner for public use, landlord may at its
      option terminate this Lease and the estate hereby granted by giving written
      notice of such termination to Tenant and upon the giving of such written notice
      by Landlord the estate hereby granted and all rights of Tenant hereunder shall
      expire as of the earlier of the date when title to or the right to possession
      of
      the Shopping Center or a part thereof shall vest in or be taken by public
      authority as aforesaid and any Rent or other charges paid for any period beyond
      said date shall be repaid to Tenant. Tenant shall not be entitled to any part
      of
      any award or payment which may be paid to Landlord or made for Landlord's
      benefit in connection with such public use and Tenant shall have no claim or
      rights as against Landlord for the value of any unexpired Term of this Lease.
      Tenant may, however claim and receive from the condemning authority, if legally
      payable, compensation for Tenant’s relocation costs and/or business interruption
      provided that the same shall not reduce amounts otherwise payable to
      Landlord.

    


    6.04
      Quiet Enjoyment and Transfer of Tenants. Tenant shall peaceably and quietly
      hold
      and enjoy the Premises during the Term hereof without hindrance or interruption
      by Landlord so long as Tenant performs and observes all of the terms, covenants
      and conditions to be performed and observed by Tenant hereunder and pays all
      sums due from Tenant for Rent, Additional Rent, costs, charges or reimbursement
      for sums advanced by Landlord on Tenant's behalf in accordance with the
      provisions hereof; provided, however, Landlord shall have the right, after
      having given Tenant thirty (30) days written notice of its intention to do
      so,
      to transfer and remove Tenant and all property in the Premises from the Premises
      to any other available premises in the Shopping Center substantially equal
      in
      size and area. Landlord shall bear the expense of any renovations or alterations
      necessary to make the new space substantially conform in layout and appointment
      with the original Premises,

    


    ARTICLE
      7

    


    ADDITIONAL
      COVENANTS

    


    7.01
      Right of Entry. Landlord shall have the right to enter and to grant licenses
      to
      enter and/or pass through the Premises at any time and such lengths of time
      as
      Landlord shall deem reasonable (a) to inspect the Premises; (b) to exhibit
      the
      Premises to prospective tenants or purchasers of the Shopping Center; (c) to
      make alterations or repairs to the Premises or to the Shopping Center (including
      the installation and repair of utility lines, including sprinkler lines, which
      may pass through the Premises to service other areas of the Shopping Center)
      and
      to store necessary materials, tools and equipment for such alterations or
      repairs; (d) for any purpose which Landlord shall deem necessary for the
      operation and maintenance of the Shopping Center and the general welfare and
      comfort of its tenants; (e) for the purpose of removing from the Premises any
      placards, signs, fixtures, alterations or additions not permitted by this Lease;
      or (f) to abate any condition which constitutes a violation of any requirements,
      covenant or condition of this Lease or of the Rules and Regulations or of any
      notice given Tenant by Landlord in accordance with the terms of this Lease.
      No
      such entry by Landlord shall in any manner affect Tenant’s obligations and
      covenants under this Lease and no such entry shall of itself render Landlord
      liable for any loss of or damage to the property of Tenant. Any such entry
      by
      Landlord shall not unreasonably interfere with Tenant’s business operations on
      the Premises.

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

    


    7.02
      Surrender of Premises. At the end of the Term of this Lease or upon any earlier
      termination of this Lease or Tenant’s right to possess the Premises, Tenant
      shall vacate and surrender possession of the Premises to Landlord broom clean
      and in as good order and condition as the Premises were at the time Landlord
      shall have delivered possession thereof to Tenant, ordinary wear and tear,
      damage by fire or other casualty not caused by Tenant, its servants, agents
      or
      employees and (subject to the provisions of Article 4 of this Lease)
      alterations, additions and improvements to the Premises consented to in writing
      by Landlord excepted. Tenant shall have no right (except as it may be obligated
      to do pursuant to Article 4 hereof) to remove any betterments and improvements
      whether made by Tenant or Landlord, including but not limited to, floor and
      wall
      coverings, lighting, cooling and ventilating, plumbing and other such fixtures,
      partitions, alterations, improvements, systems and all such similar apparatus
      and equipment. If not in default, Tenant shall, however, have the right at
      the
      end of the Term hereof to remove any furniture, trade fixtures or other personal
      property placed in the Premises, provided that Tenant promptly repairs any
      damage to the Premises caused by such removal and provided further that all
      such
      removal and/or repairs are completed by the Expiration Date of this
      Lease.

    


    7.03
      Late
      Charges. In the event that Tenant fails to pay any sum due under any provisions
      of this Lease (including, without limitation, Rents, costs, charges, Additional
      Rents, or reimbursements) when due as herein provided, then, such sum shall
      bear
      interest at the highest legal rate not to exceed eighteen (18%) percent per
      annum calculated from said due date. The payment of such interest shall not
      excuse or cure any default by Tenant under this Lease. Tenant shall, in
      addition, pay a late charge of $50.00 for processing of late payments. Such
      interest and late charges shall be considered Additional Rent under the
      provisions hereof, the non-payment of which shall be considered a default on
      the
      part of Tenant and shall entitle Landlord to exercise all of its rights and
      privileges hereunder.

    


    7.04
      Notices. All notices and other communications which may be or are required
      to be
      given or made by any party to the other in connection herewith shall be in
      writing and shall be deemed to have been received on the date delivered in
      person or deposited in the United States Mail, registered or certified, return
      receipt requested, or by a nationally recognized overnight courier, to the
      following addresses, or to such other addresses as specified by written notice
      delivered in accordance herewith:

    


    If
      to
      Landlord:                         
 Dick
      Fusco 

    Post
      Office Box 1075 

    334
      Airport Road 

    Arden,
      North Carolina 28704

    


    With
      a
      copy
      to:                       
 Cynthia
      W. Eller, Esq.

    Van
      Winkle, Buck, Wall, Starnes & Davis, P.A.

    Post
      Office Box 7376 (28802) 

    11
      North
      Market Street 

    Asheville,
      North, Carolina 28801

    


    If
      to
      Tenant:                            
 Brian
      Douglas Riley 

    BBI
      Computer Solutions, Inc.

    79
      Battle
      Creek Road 

    Horseshoe.
      NC 28742

    


    Notices
      shall be in writing. The time of mailing shall be the time of the
      notice.

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

    


    ARTICLE
      8

    


    MISCELLANEOUS

    


    8.01
      Attorney's Fees. Tenant shall pay reasonable attorney's fees of Landlord in
      the
      event Landlord is required to use the services of an attorney for the
      enforcement against Tenant of any of the terms, covenants or provisions
      hereof.

    


    8.02
      Time
      of Essence. Each of Tenant’s covenants herein is a condition and time is of the
      essence with respect to the performance of every provision of this Lease, and
      the strict performance of each shall be a condition precedent to Tenant’s right
      to remain in possession of the Premises or to have this Lease continue in
      effect.

    


    8.03
      Holding Over. Should Tenant, with or without Landlord's written consent, hold
      over after the expiration or earlier termination of this Lease, Tenant shall
      become a tenant at will and shall be bound by each and all of the terms herein
      provided as may be applicable to such tenancy at will. Any such holding over
      shall not constitute an extension of this Lease by law or otherwise. During
      such
      holding over, Tenant shall pay Rent, Common Area Costs, and other charges
      hereunder, at that rate equal to two hundred fifty percent (250%) of the rate
      or
      rates then applicable under the provisions of this Lease.

    


    8.04
      Waiver. No Waiver by Landlord of any provision of this Lease shall be deemed
      to
      be a waiver of any other provision hereof or of any subsequent or continuing
      breach by Tenant of the same or any other provision. Landlord’s consent to or
      approval of any act by Tenant shall not be deemed to render unnecessary the
      obtaining of Landlord’s consent to or approval of any subsequent act. No
      agreement to accept Tenant’s surrender of the Premises shall be valid unless in
      writing and signed by Landlord. No employee of Landlord or of Landlord’s agents
      shall have any power to accept the keys to the Premises prior to the termination
      of the Lease or surrender of the Premises.

    


    8.05
      Successors and Assigns. Except as otherwise provided in this Lease, all of
      the
      covenants, conditions, and provisions of this Lease shall be binding upon and
      shall inure to the benefit of the parties hereto and their respective heirs,
      personal representatives, executors, administrators, successors and assigns,
      when permitted hereunder; it is understood and, agreed, however, that the term
      "Landlord", as used in this Lease, means only the owner or the Landlord for
      the
      time being of the Shopping Center of which the Premises are a part, so that
      in
      the event of any sale or sales of the Shopping Center or of any lease thereof,
      Landlord named herein shall be and hereby is entirely freed and relieved of
      all
      covenants and obligations of Landlord hereunder accruing thereafter, and it
      shall be deemed without further agreement that the purchaser or the tenant
      as
      the case may be, has assumed and agreed to carry out any and all covenants
      and
      obligations of Landlord hereunder during the period such party has possession
      of
      the Land n the Shopping Canter.

    


    8.06
      Headings, Captions and References. The article and section captions contained
      in
      this Lease are for convenience only and do not in any way limit or amplify
      any
      term or provision hereof. The terms “Landlord” and “Tenant” as used herein shall
      include the plural as well as the singular, the neuter shall include the
      masculine and feminine genders and, if there be more than one tenant, the
      obligations herein imposed upon Tenant shall be joint and several.

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

    


    8.07
      Landlord and Tenant Relationship. Nothing herein contained shall be deemed
      or
      construed by the parties hereto, nor by any other party, as creating the
      relationship of principal and agent or of partnership or of joint venture
      between the parties hereto, it being understood and agreed that neither the
      method of computation of Rent, nor any other provision contained herein nor
      any
      acts of the parties hereto, shall be deemed to create any relationship between
      the parties hereto other than that set forth in Section 8.08
      hereinbelow.

    


    8.08
      No
      Estate By Tenant. This Lease shall create the relationship of Lessor and Lessee
      between Landlord and Tenant, no estate shall pass our of the Landlord, and
      this
      Lease shall not be subject to levy and/or sale and shall not be assignable
      by
      Tenant except as provided in Article 4 hereof.

    


    8.09
      Entire Agreement and No Offer. This Lease constitutes the entire agreement,
      intent and understanding between the parties hereto with respect to the subject
      matter hereof and no prior or contemporaneous agreement or understanding with
      regard to any matter shall be effective for any purpose unless reduced to
      writing herein. No provision of this Lease may be amended or added to except
      by
      an agreement in writing signed by the parties hereto or their respective
      successor in interest. The submission of this Lease for examination or
      consideration by Tenant shall not constitute an offer to lease by Landlord
      nor a
      reservation of space and this Lease shall be effective only upon execution
      and
      delivery hereof by both Landlord and Tenant.

    


    8.10
      Representations. Tenant acknowledges that neither Landlord nor Landlord's
      employees or contractors have made any representations or promises with respect
      to the Premises, the Shopping Center, or this Lease except as expressly set
      forth herein and that Tenant shall have no claim, right or cause or action
      based
      on or attributable to any representation or promise allegedly made by Landlord,
      its agents, employees or contractors which is not expressly set forth
      herein.

    


    8.11
      Jurisdiction. The laws of the State of North Carolina shall govern the
      interpretation, validity, performance and enforcement of this
      Lease.

    


    8.12
      Landlord's Liability. It is understood and agreed that there shall he no
      personal liability on Landlord in respect to any of the covenants, conditions
      or
      provisions of this Lease, in the event of a breach or default by Landlord of
      any
      of its obligations under this Lease, Tenant shall look solely to the equity
      of
      Landlord in the Shopping Center.

    


    8.13
      Estoppel Agreements. Tenant agrees that from time to time, at reasonable
      intervals, within ten (10) days after written request by Landlord, Tenant will
      execute, acknowledge and deliver to Landlord or to such other party as may
      be
      designated by Landlord, a certificate stating that: this Lease is in full force
      and effect and has not been modified, supplemented or amended in any way, except
      as indicated in such certificate; that all conditions and agreements under
      this
      Lease to be performed by Landlord have been satisfied or performed, except
      as
      set forth in said certificate; that there are no existing defenses or offsets,
      except as indicated in said certificate; that Tenant has not paid any Rent
      in
      advance, except as indicated in said certificate; and that Tenant is not in
      default in the payment of Rent or any of the other obligations required of
      Tenant under this Lease.

    


    8.14
      Execution By Agent. It is acknowledged and agreed that if this Lease is executed
      by an agent on behalf of Landlord, such agent is acting solely in his or its
      capacity as agent for Landlord and neither such agent or its officers,
      directors, shareholders or employees shall have any liability under this Lease
      for any act or omission of Landlord hereunder, and Tenant shall look solely
      to
      Landlord with respect to all covenants and agreements of Landlord contained
      in
      this Lease.

    


    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Lease Agreement
      as
      of the Lease Date set forth in the Fundamental Lease Provisions. 

    


         
      Cyber Cynergy Inc.

    LANDLORD:
      FUSCO,
      LLC                                                        
 TENANT:
      BBI
      COMPUTER SOLUTIONS, INC.

    


    By: /s/
      Richard Fusco       
By: /s/
      Brian Douglas Riley  

    Richard
      Fusco,
      Member-Manager                                              
Brian
      Douglas Riley, 

                
      Chief Operating Officer

     

    
 

    
      
         

      

      
        18