Exhibit 10.35


 


OFFICE SERVICES AGREEMENT


 


This Office Services Agreement (“Agreement”) is made between
Interactive Offices Mansell, LLC., a Georgia limited liability company
(“IOMansell”) and Tri-S Security Corporation (“Client”).  The beginning date of this Agreement is
October 15, 2004.  If the beginning
date is not the first day of the month, then the Contract Charges will be
pro-rated for that initial, partial month, but the Agreement term will be
calculated from the first day of the following month.  This Agreement is for a term of four (4)
months and ending on February 28, 2005.


 


OFFICE PACKAGE


 


1.                                       Premises.
During the term of this Agreement, Client will have the exclusive use of office
number(s) #32 & #43 (“Premises”) located at Mansell, 3700 Mansell Road,
Suite 220, Alpharetta, Georgia 30022


 


FEES AND
MONTHLY CHARGES


 


2.                                       Contract
Charges.” Client will pay to IOMansell $1,930.00 per month as “Contract
Charges” for the included services set out below.  The Contract Charges for the first month
shall be paid by Client to IOMansell upon the execution of this Agreement.  The Contract Charges for all subsequent
months are due and payable monthly, in advance, on the first day of each month
without notice.  If the Contract Charges
are not paid by the 5th of the month, Client will pay a late fee of
$250.00.  Accepting a late payment will
not waive IOMansell’s right to declare a default the next time that payment is
late.  The monthly Contract Charges will
include:


 


	
  Office Rental

  	
   

  	
   

  	
   

  	
   

  
	
  Office #32 & #43

  	
   

  	
  $

  	
  1,285.00

  	
   

  	
  per month

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telecommunications Package

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone Service

  	
   

  	
  $

  	
  200.00

  	
   

  	
  per month

  
	
  2                                     Phone
  Sets

  	
   

  	
   

  	
   

  	
   

  
	
  1                                     Phone
  Line

  	
   

  	
   

  	
   

  	
   

  
	
  2                                     Fax/Modern
  Lines

  	
   

  	
   

  	
   

  	
   

  
	
  2                                     Voice
  Mail Box

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Internet Service

  	
   

  	
  $

  	
  100.00

  	
   

  	
  per month

  
	
  (2 User)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Administrative Fee

  	
   

  	
  $

  	
  100.00

  	
   

  	
  per month

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Break Room Fee

  	
   

  	
  $

  	
  30.00

  	
   

  	
  per month

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Furniture Package

  	
   

  	
  $

  	
  215.00

  	
   

  	
  per month

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL MONTHLY CONTRACT CHARGES

  	
   

  	
  $

  	
  1,930.00

  	
   

  	
  per month

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Services Retainer

  	
   

  	
  $

  	
  1,285.00

  	
   

  	
  (One time charge)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telecom Installation

  	
   

  	
  $

  	
  300.00

  	
   

  	
  (One time charge)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Access Fob & Keys

  	
   

  	
  $

  	
  50.00

  	
   

  	
  (One time charge)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Furniture Pick-up/Delivery Fee

  	
   

  	
  $

  	
  50.00

  	
   

  	
  (One time charge)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  October Pro-rations

  	
   

  	
  $

  	
  1,058.38

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL AMOUNT DUE UPON EXECUTION:

  	
   

  	
  $

  	
  2,743.38

  	
   

  	
   

  



 


Notes: Contract Charges may increase as Client requests additional
furniture, equipment or services.  Client
also shall pay all applicable taxes due in connection with any of the Contract
Charges.


 


3.                                       Installation
Fees. Client will pay IOMansell an Installation Fee of $300.00 upon the
execution of this Agreement for the installation/setup of the
telecommunications package.


 


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4.                                       Services
Retainer. A Services Retainer of $1,285.00 is payable in advance by Client to
IOMansell upon the execution of this Agreement. 
If Client vacates before the expiration of the term of this Agreement,
or if Client commits an event of default (see below), then IOMansell may retain
the Services Retainer in partial satisfaction of its damages.


 


5.                                       Additional
Services. Additional services (as listed on the attached Addendum 1 ) will
be billed monthly in arrears for the period of the 16th of the
previous month to the 15th of the current month and are payable on
the 1st of the following month. 
Client also shall pay all applicable taxes due in connection with any of
the Variable Charges.


 


There is a $50.00 per office, per month charge to Client for the
availability of Administrative Services billable by IOMansell staff, and
payment of this charge is due and owing regardless of whether Client utilizes
such Administrative Services.


 


There is a $15.00 per person per month break room charge for beverage
services and break room facilities. 
Clients and their guests have unlimited access to this service,
excluding conference room catering.


 


6.                                       Included
Services.  The Office Package
includes the following services at no additional charge:


 


Weekdays from 8:30 AM to 5:00PM - Holidays excepted:


a.               Lobby receptionist;


b                 Telephone answering;


c.               Conference room and day office use on a
reservation basis in 30 minute increments. (IOMansell reserves the right to
limit usage to 8 hours per month or to impose additional charges for usage in
excess of 8 hours per month, at its discretion);


d.              Incoming mail and package handling;


e.               Daily janitorial services and all
utilities except telephone


f.                 Courtesy use of all other IOMansell
locations and conference rooms on a reservation basis, as and when available.


 


Available 24 hours a day - seven days a week:


g.              Individual office use;


h.              High speed copiers;


i.                  Common reception area;


j.                  Kitchen facilities including
refrigerator, microwave, soft drink and snack machines.


 


7.                                       Relocation.  IOMansell may move Client to another office
of similar size and with similar amenities, with such relocated office then
being referred to as the “Premises” for the purposes of this Agreement.  IOMansell will give Client thirty (30) days
advance written notice and will pay all the costs of the move.  Should Client refuse to relocate at the end
of the 30 day period, any other provisions of this Agreement to the contrary
notwithstanding, IOMansell with have the right to terminate this Agreement
effective immediately, upon written notice thereof to Client.  If this Agreement is cancelled by IOMansell
as aforesaid, there will be no further obligation on the part of either party,
except Client will continue to be obligated to pay all Contract Charges and
Variable Charges as and when due as set forth in this agreement and its
attachments until such time as Client both vacates the Premises and pays all
sums owed to IOMansell.


 


TELECOMMUNICATIONS PACKAGE


 


8.                                       Telecommunications
Package.  IOMansell will make
available to Client a telecommunications package which may consist of Internet
access and some combination of telephone numbers, lines, features such as call
forwarding, conference calling etc., voice mail, long distance, 800 service,
and business white page directory listings. 
All components of the telecommunications package including any telephone
numbers used by Client will remain at all times the property of IOMansell, and
Client will acquire no rights to the components beyond the terms specified by
IOMansell.  In the event any toll fraud
is directly related to telecommunications services employed by Client, Client
will reimburse IOMansell for all charges associated with the toll fraud.  This may include, but is not limited to,
unauthorized use of calling cards or telephone lines.  All changes to such services must be arranged
through IOMansell.  Client is responsible
for arranging and paying for yellow page advertising with appropriate directory
advertising companies.  In no event shall
the Internet access made available by IOMansell to client be transferable.  Each user who has access to the Internet must
have his own account, and if Client has multiple users accessing the Internet,
each must have a separate account.  The
use of “proxy” servers or other network-sharing technology for the purpose of
evading per user charges is prohibited. 
Client and its personnel shall use the telecommunications services and
the Internet services only for lawful purposes. 
The transmission or storage of any information, data or material in
violation of any law or regulation is prohibited.  IOMansell shall have no responsibility for
Client’s files residing in the Internet service or any server connected
therewith any may delete all data, files or other information that is stored
for Client’s account if Client’s account is terminated for any reason by
Client, IOMansell, or any Internet service provider or web site.  In addition to any other remedy available to
IOMansell, IOMansell may suspend telecommunications services or Internet
services to Client or any user if IOMansell, in its sole discretion, believes
that Client or any user is using the telecommunications services or Internet
services contrary to the terms of this Agreement or in a manner that inhibits
the reasonable commercial use of the Internet or any telecommunications
services by other clients or any other user of such services.  IOMansell makes no warranty of any kind,
whether express or implied,


 


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including any warranty of merchantability or fitness for a particular
purpose with regard to the telecommunications services or Internet
services.  IOMansell shall have no
liability to Client for any loss, cost or expense Client may suffer, including
but not limited to loss, cost or expense arising out of or resulting from loss
of data resulting from delays, non-deliveries, service interruptions or release
or disclosure of data sent or received by Client, however caused.  Client shall and hereby does indemnify and
hold IOMansell harmless from and against any loss, cost or damage to Client or
any third party arising out of or resulting from Client’s use or misuse of the
telecommunications services or the Internet services.


 


FURNITURE PACKAGE


 


9.                                       Supplied
Furniture.  All furniture supplied to
Client for its exclusive use will be returned to IOMansell at the expiration of
this Agreement in the same condition as first delivered to Client, normal wear
and tear excepted.  Client herewith
acknowledges its acceptance of the supplied furniture as being acceptable and
satisfactory for Client’s purposes.  If
any repairs become necessary, upon reasonable notice from Client, IOMansell
will cause the repairs to be made and, if repairs are necessitated by Client’s
mis-use or abuse, the repair charges will be billed to Client’s account and
paid by Client to IOMansell.  Client is
not authorized to order any repairs or to make any repairs itself.


 


PREMISES AND EMPLOYEES OF IOMansell


 


10.                                 Use of Premises.  Client will use the Premises exclusively as
an office. Client accepts the Premises in its present condition upon the date
of this Agreement as being acceptable and satisfactory for Client’s
purposes.  Client will not store or use
anything which will create a fire or theft hazard, cause noise, create a smell,
use abnormal amounts of electricity, create a nuisance, cause an increase in
IOMansell’s insurance premiums or cancellation of its insurance, include any
hazardous substances or offend IOMansell or other clients.  Other than a personal computer, desktop
printer, calculator or facsimile machine, Client will not bring any office
equipment or appliances into the Premises without written permission from
IOMansell.  Client acknowledges in this
regard that IOMansell has determined the amount of the Basic Contract Package
sum on the premise that IOMansell will receive additional revenues for providing
certain services described in Addendum 1 to its clients, and Client accordingly
agrees that it will not possess or operate at the Premises any postage or
copying or other equipment similar in nature to that which IOMansell makes
available for its clients in offering the services described in Addendum 1.
Client agrees that its use of the Premises shall in all respects be subject to
the Rules and Regulations set forth in Addendum 2, as revised from time to time
in the sole discretion of IOMansell.  In
the event of any conflict between the provisions of this Agreement and those of
the Rules and Regulations, the provisions of this Agreement shall control.


 


11.                                 Competing Services.
Since IOMansell makes available secretarial and typing services for the benefit
of its clients as part of the services available as described in Addendum 1,
Client agrees that it will not hire any secretary or typist to work in Client’s
office, whether full or part time, during normal business hours or after hours
without the prior written consent of IOMansell. 
Client will not sell any goods or perform any services in competition
with IOMansell.


 


12.                                 Alterations.  Client will not make any alterations to its
office(s) or any lock on any door unless it obtains prior written approval from
IOMansell.  Approval may be conditioned
on (a) agreement that improvements will remain the property of IOMansell, even
at the termination of this Agreement; (b) Client making a deposit; (c)
agreement by Client that it will return the office to its original condition
when it vacates; or (d) some combination of the above, as determined by
IOMansell.


 


13.                                 Sublease.  This agreement is not a lease or a rental
agreement, and is a personal services contract with regard to the
Premises.  Client may not sublease,
assign or encumber the Premises, nor shall the Premises be subject to levy or
sale or to any rights of any party. 
Client’s rights and obligations under this Agreement shall not be
assignable, whether voluntarily or by operation of law.


 


14.                                 Proselytizing
IOMansell’s Employees.  Finding,
hiring and training employees is time-consuming and expensive.  Client agrees that it will not, during the
term of this agreement, or within one year afterward, hire any person who has
been an employee of IOMansell.  If Client
violates its obligations under this Paragraph 14, it will be liable to
IOMansell for liquidated damages in an amount equal to six month’s gross wages
of the employee, at the rate last paid to that employee by IOMansell.  The provisions of this Paragraph 14 shall
survive any termination of this Agreement.


 


CLAIMS AGAINST IOMansell


 


15.                                 Personal Property
Loss or Damage.  IOMansell is not
liable for any loss or damage to personal property owned by Client, its guests,
customers, clients, invitees or visitors, unless the loss or damage is caused
by IOMansell’s own gross negligence, or that of its employees.  Specifically excluded is any loss or damage
occasioned by any janitorial or service personnel, whether or not employees of
IOMansell.  The provisions of this
Paragraph 15 shall survive any termination of this Agreement.


 


16.                                 Personal Injury.  IOMansell is not liable for personal injury
suffered by Client, its guests, customers, clients, invitees or visitors,
unless the injury is caused by IOMansell’s own gross negligence, or that of its
employees.  The provisions of this
Paragraph 16 shall survive any termination of this Agreement.


 


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17.                                 Conversion.  If Client vacates the Premises and leaves
behind any personal property, files or anything else, that property will be
considered abandoned by Client.  If
Client defaults in the payment of sums due to IOMansell, and IOMansell changes
the locks, removes Client’s property, or otherwise denies access to Client,
IOMansell will not be guilty of conversion or liable for the loss of such
property.  The provisions of this
Paragraph 17 shall survive any termination of this Agreement.


 


18.                                 Indemnity.  If a claim is made against IOMansell because
of some action or inaction of Client or its guests, customers, clients,
invitees or visitors.  Client will
indemnify IOMansell and hold it harmless from those claims.  This indemnity includes not only the amount
of any such claim, but also all of IOMansell’s costs in investigating and
defending those claims, and a charge at the rate of $150.00 per hour for any
time spent by IOMansell’s officers in dealing with those claims.  Further, in the event that any of IOMansell’s
employees travel off-premises at the request of Client (Client hereby
acknowledging that IOMansell’s employees are not required to provide any such
services) and that travel results in damages or exposes IOMansell to liability,
then Client will indemnify IOMansell and hold it harmless from any such claims
or damages.  The provisions of this
Paragraph 18 shall survive any termination of this Agreement.


 


19.                                 Waiver.  If IOMansell allows any default or variance
in this Agreement, that will not constitute a waiver of its rights.  No matter how many time IOMansell allows the
default or variance, or a variety of defaults or variances by Client or others,
it may still, without advance notice, require strict adherence to this
Agreement or prohibit future variances. 
Nothing will change the terms of this Agreement, or extend it, or add to
it, unless in writing and signed by IOMansell and Client.


 


EXPIRATION OF AGREEMENT


 


20.                                 Renewal.  No later than sixty (60) days before the end
of its Agreement, Client must advise IOMansell regarding renewal.  If Client elects to renew or does not advice
IOMansell otherwise by that time limit, then this Agreement will be
automatically renewed, at IOMansell’s option upon notice thereof by IOMansell
to Client.


 


21.                                 Vacating.  At the expiration or termination of this
Agreement, Client will promptly vacate the Premises in the same condition as
when first occupied by Client, normal wear and tear excepted, turn in its keys,
and provide IOMansell with a forwarding address and telephone number.  Any damages to the Premises will be
reimbursable to IOMansell out of Client’s Services Retainer, and any surplus of
the Services Retainer will be reimbursed to Client by IOMansell within a
reasonable time.  If Client fails to
vacate the Premises immediately upon any termination of this Agreement, Client
shall be liable to IOMansell thereafter at 150% of the sum of all Contract  Charges and Variable Charges which thereafter
become due, plus all additional interest and other charges provided for in this
Agreement.


 


DEFAULT


 


22.                                 Events of Default.  The following are Events of Default for the
purposes of this Agreement;


 


a.               Contract Charges becoming past due;


b.              Variable Charges becoming past due;


c.               Abandonment or vacation of the Premises
by Client;


d.              Any assignment for the benefit of
creditors by Client, the appointment of a receiver for Client, or the filing by
or against Client of a petition for bankruptcy or similar proceeding;


e.               Any levy upon any property of Client at
the Premises;


f.                 Any dissolution of termination of the
existence of Client


g.              Default in any other terms of this
Agreement, but only if IOMansell gives Client written notice of the default,
and Client fails to cure the default within 10 days of the notice.  In the event of a recurring default,
IOMansell will give Client 10 days notice to cure for the first event of
default.  Thereafter, IOMansell shall not
be required to give Client notice of the same or a substantially similar
default.


 


23.           Remedies.  On
default, IOMansell may choose any or all of the following remedies:


 


a.     Terminate
this Agreement;


b.     Accelerate
the Contract Charges and Variable Charges, and demand all sums due immediately;


c.     Take
possession of all property in the Premises or stored by Client in the Premises
and store it, at Client’s expense, until taken in full or partial satisfaction
of any lien or judgment;


d.     Deny
access to the Premises by Client and terminate use of any of the services,
including but not limited to Telephone and Internet services; and


e.     Any
other remedies allowed by law.


 


24.                                 Additional Charges
Upon Default.  In the event of
default, Client will be liable for the following additional charges:


 


4
















 


a.               Fees and expenses incurred by attorneys
on behalf of IOMansell;


b.              Time spent by any of IOMansell’s
officers, at the rate of $150.00 per hour;


c.               Interest on unpaid sums at 24% per
annum; and


d.              Any other costs incurred by IOMansell as
a result of the default.


 


25.                                 Other Consequences
of Default.  In the event of default
by Client, IOMansell may immediately cease providing Client with any or all
services, including telecommunications services and Internet services.  If IOMansell, in its sole discretion, elects
to make the Premises available to a new client or to move an existing client
into the Premises, then Client will remain liable for all Contract Charges,
Variable Charges and other sums due under this Agreement until the expiration
of this Agreement.


 


MISCELLANEOUS PROVISIONS


 


26.                                 IOMansell’s Agents.  The only people who have authority to act for
IOMansell, and to bind IOMansell, are Andrew Gyenes, President, or Scot
Galphin, Center Manager.  Until and
unless written notice is received from IOMansell, no one else has any authority
to act on behalf of IOMansell.


 


27.                                 Notices.  Notice to Client must be given at the address
of the office used by Client.  Notice to
IOMansell must be given at 3700 Mansell Road, Suite 220, Alpharetta, GA
30022.  Notice must be by personal
delivery, signature receipt, or by certified mail.


 


28.                                 Inspect and Show
Office(s).  On month to month
agreements, IOMansell has the right to show Client’s office(s) during normal
business hours on any day.  If either
party has given notice to the other to terminate this Agreement or if Client is
in default under this Agreement, IOMansell will have the right to show Client’s
office(s) to prospective clients. 
IOMansell will have the right to inspect Client’s office(s) at
reasonable times.


 


29.                                 Cancellation.  IOMansell retains the right to cancel this
Agreement at any time, with the payment of one month’s Contract Charges to
Client, if in IOMansell’s opinion it is in the best interests of IOMansell or
its clients.


 


30.                                 Ambiguities.  Client has had a chance to read this
Agreement and to ask questions and to obtain legal advice as to its terms and
provisions.  If Client later asserts any
ambiguities in the Agreement, those ambiguities will be interpreted in favor of
IOMansell.


 


31.                                 Guarantor.  If a Guarantor is required by IOMansell,
Guarantor is jointly and severally liable for all sums due under this Agreement,
any extensions, or any addenda executed contemporaneously with this Agreement
and any amendments hereto, and for any other sums due from Client to IOMansell,
no matter when or how incurred. 
IOMansell shall not be required to attempt collection from Client before
proceeding against Guarantor.  Guarantor
will not be released unless IOMansell, in its discretion, specifically releases
Guarantor in writing signed by IOMansell.


 


32.                                 Returned Check.  If a check is returned for any reason at all,
Client will pay an additional charge of $50.00 par returned check.  If a check is returned, then, for the
purposes of calculating late charges or events of default, it will be as if the
payment represented by the check had never been made.


 


33.                                 Prime Lease.  IOMansell is the Lease under a lease (“Prime
Lease”) of premises which includes the Premises.  In no event shall IOMansell be responsible
for any repair, maintenance or other obligations of the Lessor under the Prime
Lease, but IOMansell will make reasonable efforts to obtain the performance by
the Lessor of its obligations under the Prime Lease.  This Agreement is subject and subordinate to
all provisions of the Prime Lease.  In
the event of the termination of the Prime Lease for any reason, this Agreement
shall automatically terminate and IOMansell shall have no liability to Client
in connection therewith.


 


34.                                 Insurance.  In no event shall IOMansell carry or maintain
any insurance for the benefit of Client, and any insurance obtained by Client
for its own behalf shall include a waiver of all rights of subrogation against
IOMansell in connection with any loss or damage insured thereunder.


 


35.                                 Limitation of
Liability.  IOMansell’s liability
hereunder is limited to the Contract Changes and Variable Charges payable hereunder,
and in no event shall IOMansell be liable for any loss of income or profits,
business interruption or any other pecuniary loss arising out of the use,
non-use or unavailability of the Premises or of any services offered by
IOMansell, or for any incidental, indirect, special or consequential damages
(whether foreseeable or unforeseeable) which may be suffered by Client or any
other party.


 


36.                                 Client Contact. 
                    is
hereby specified and designated by Client as the Client contact.  In the event of the termination of this
Agreement or a corporate dissolution, partnership dissolution, employee
dismissal or resignation or internal Client dispute, all mail, courier
deliveries, Client property, etc. will be delivered to the Client contact.


 


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37.                                 Office Deliveries.  Client authorizes IOMansell to accept and act
as its receiving agent for all mail and other deliveries, including the
acknowledgment of the receipt therefore as and when requested by the
sender.  In so acting, IOMansell shall
have no responsibility to confirm the quantity or contents of any such delivery
and shall not be liable for any damages or shortages with regard to the
contents thereof.


 


38.                                 Mail Handling After
Contract Expiration.  At the
expiration of this contract, it is Client’s responsibility to notify all
persons of its new address.  Mail and
courier deliveries will be forwarded by IOMansell for a period of 30 days only
if Client has given written notice to IOMansell of an address to which such
mail should be forwarded.  Client will
pay all expenses of mail or courier forwarding. 
Thereafter, unless there is an agreement to the contrary, mail will be
returned to sender.  In no event shall
IOMansell be responsible for forwarding telephone or facsimile messages.


 


39.                                 Governing Law.  This Agreement is entered into in the state
of Georgia, IOMansell is a Georgia limited liability company and has its
principal place of business in Georgia, and the Premises are located in Georgia.  Accordingly, the parties agree that in all
respects, this Agreement shall be interpreted under the laws of Georgia.


 


40.                                 Entire Agreement.  This Agreement constitutes the definitive
description of all of the rights and obligations of the parties with regard to
the subject matter hereof and supersedes all prior discussions and agreements
of the parties relative thereto.


 


41.                                 Time of the Essence.  Time is of the essence of all of the rights
and obligations of the parties pursuant to this Agreement.


 


42.                                 Counterparts.  This Agreement shall be executed in several
counterparts, each of which shall be an original and be legally binding as
such.


 


43.                                 Titles and
Section Headings.  The titles
and section headings provided for throughout this Agreement are for convenience
only, and do not limit, expand or otherwise modify the contents of this
Agreement.


 


44.                                 Special
Stipulations.  The Special
Stipulations, if any, attached hereto as an Addendum are hereby incorporated
herein and made a part hereof.  To the
extent the Special Stipulations conflict with the provisions of this Agreement,
including other Addendums, the Specials Stipulations shall control


 


45.                                 Addendums.  This Agreement includes the following
Addendums:


 


	
  Addendum 1

  	
   

  	
  Additional Services/Charges

  
	
  Addendum 2

  	
   

  	
  Rules and Regulations

  
	
  Addendum 3

  	
   

  	
  Special Stipulations

  



 


ALL PARTIES ACKNOWLEDGE THAT THEY HAVE READ
THIS AGREEMENT IN ITS ENTIRETY AND HEREBY AGREE TO ALL OF THE TERMS AND
PROVISIONS OF THIS AGREEMENT.                    


 


	
  “IOMansell”

  	
  “CLIENT”

  
	
   

  	
   

  
	
  INTERACTIVE OFFICES MANSELL, LLC

  	
  TRI-S SECURITY CORPORATION

  
	
   

  	
   

  
	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  By:

  	
  /s/ Ronald G. Farrell

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Its:

  	
      [ILLEGIBLE]

  	
   

  	
  Its:

  	
  Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DATE:

  	
  [ILLEGIBLE]

  	
   

  	
  DATE:

  	
  9/24/04

  	
   

  
									



 


 


	
   

  	
   

  	
  DATE

  	
   

  	
   

  
	
  Guarantor of Client’s obligations pursuant to

  	
   

  	
   

  	
   

  
	
  Paragraph 31 of this Agreement

  	
   

  	
   

  	
   

  



 


6
















 


ADDENDUM 1


 


ADDITIONAL SERVICES/CHARGES


 


	
  Telephone Services

  	
   

  	
   

  	
   

  	
   

  
	
  Telecommunications Package

  	
   

  	
  $175.00/user/mo.

  	
   

  	
  $100.00 installation fee

  
	
  Facsimile/Data line

  	
   

  	
  $50.00/month

  	
   

  	
  $75.00 installation fee

  
	
  Off-site Call Routing

  	
   

  	
  $25.00/month

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Internet Services

  	
   

  	
   

  	
   

  	
   

  
	
  High-speed internet Access

  	
   

  	
  $95.00 (1-3), $75.00 (4+)

  	
   

  	
  $100.00 installation fee

  
	
  Virtual Local Area Network

  	
   

  	
  $15.00/month/user (private)

  	
   

  	
   

  
	
   

  	
   

  	
  $30.00/month/user (public)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Facilities

  	
   

  	
   

  
	
  Conference Rooms/Day Offices

  	
   

  	
  $2?.00/hour or $150.00/day (8 hours per month included)

  
	
  Computer Training Rooms

  	
   

  	
  $225.00 – $325.00 w/o computers

  
	
  Video Conferencing

  	
   

  	
  Inquire with Center Manager

  
	
  LCD Projector

  	
   

  	
  $25.00/hour or $200.00/day

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Administrative/Secretarial Services

  	
   

  	
   

  	
   

  	
   

  
	
  General Administration

  	
   

  	
  $26.00/hour

  	
   

  	
   

  
	
  Word Processing/Transcription

  	
   

  	
  $33.00/hour

  	
   

  	
   

  
	
  Enhanced Document Creation

  	
   

  	
  $38.00/hour

  	
   

  	
  Time is recorded in fifteen (15) minute increments.

  
	
  Desktop Publishing 

  	
   

  	
  $50.00/hour

  	
   

  	
   

  
	
  IT/Technical Support

  	
   

  	
  $86.00/hour

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Copy and Fax Services 

  Black and White

  	
  
Color Copying and Printing

  	
   

  	
   

  
	
  1-500 copies per month

  	
   

  	
  $0.1?/copy

  	
   

  	
  1-50 pages

  	
   

  	
  $1.49/copy

  
	
  501-1000 copies per month

  	
   

  	
  $0.12/copy

  	
   

  	
  51-100 pages

  	
   

  	
  $0.99/page

  
	
  1001 + copies per month

  	
   

  	
  $0.10/copy

  	
   

  	
  101 + pages

  	
   

  	
  $0.89/page

  
	
  Transparencies 

  	
   

  	
  Add $1.00 per page

  	
   

  	
   

  	
   

  	
   

  
	
  Fax Service

  	
   

  	
  Receiving & local sending 

  	
   

  	
  $1.00/page

  	
   

  	
   

  
	
   

  	
   

  	
  Long distances sending 

  	
   

  	
  $2.00/page

  	
   

  	
   

  
	
   

  	
   

  	
  International sending

  	
   

  	
  $3.00/page

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Miscellaneous Services

  	
   

  	
   

  
	
  Mail Service

  	
   

  	
  Cost + 30% handling charge

  
	
  FedEx Express Service 

  	
   

  	
  Standard FedEx rates + 25% handling charge

  
	
  UPS Service

  	
   

  	
  Standard UPS rate + 30% handling charge

  
	
  Courier Service

  	
   

  	
  Cost + 30% handling charge

  
	
  Office Supplies

  	
   

  	
  10% off catalog prices 

  
	
  Beverage Service

  	
   

  	
  $15.00/month/person

  
	
  Notary Service

  	
   

  	
  $4.00/document

  
	
  Catering Service

  	
   

  	
  Ask our team members for a quote

  
	
  SVGA/LCD Projector

  	
   

  	
  $25.00/hour, $200.00/day, $600.00/week

  
	
  Document Scanning

  	
   

  	
  $5.00/scan

  
										



 


IOMansell may increase and adjust rates/charges for the Additional
Services upon 10 days prior written notice to Client.


 
















 


ADDENDUM 2


 


RULES AND REGULATIONS


 


	
  1

  	
  Client’s employees and guests will conduct themselves in a
  businesslike mannner; proper business attire will be worn at all times.  The noise level will be kept to a level so
  as not to interfere with or annoy other Clients and If Client uses an impact
  or dot matrix printer, it will keep its office door closed during use.  Client will abide by IOMansell’s directives
  regarding security keys, parking and other such matters common to all
  occupants.

  
	
   

  	
   

  
	
  2.

  	
  Client agrees to use chair mats in the office and any damage from
  failure to use the same will be the responsibility of Client.  Client will not affix anything to the
  windows, walls or any other part of the Premises or IOMansell’s premises or
  make alterations or additions to the Premises without prior written consent
  of IOMansell.

  
	
   

  	
   

  
	
  3.

  	
  Client will not prop open any corridor doors, exit doors or doors
  connecting corridors during or after business hours.

  
	
   

  	
   

  
	
  4.

  	
  Client can only use the conference rooms and furnished office with
  the consent of IOMansell and those areas must be kept near and attractive at
  all times.

  
	
   

  	
   

  
	
  5.

  	
  All corridors, halls, elevators and stairways shall not be obstructed
  by Client or used for any purpose other than egress and ingress.

  
	
   

  	
   

  
	
  6.

  	
  No advertisement or identifying signs, other than provided by
  IOMansell, or other notices shall be inscribed, painted or affixed on part of
  the corridors, doors, windows or public areas.

  
	
   

  	
   

  
	
  7.

  	
  The electrical current shall be used for normal 120V purposes unless
  written permission to do otherwise has been obtained from IOMansell at an
  agreed cost to the Client.

  
	
   

  	
   

  
	
  8.

  	
  If client requires any special installation or wiring for electrical
  use, telephone equipment or otherwise, such wiring shall be done at Client’s
  expense by the personnel designated by IOMansell.

  
	
   

  	
   

  
	
  9.

  	
  Client may not conduct business in the hallways, reception area or
  any other areas except in its designated offices without prior written
  consent of IOMansell.

  
	
   

  	
   

  
	
  10.

  	
  Client shall not remove furniture, fixtures or decorative materials
  from offices without written consent of IOMansell and such removal shall be
  under the supervision and regulations of IOMansell.

  
	
   

  	
   

  
	
  11.

  	
  Client will not use the Premises for manufacturing or storage or
  merchandise except as such storage may be incidental to general office
  purposes.

  
	
   

  	
   

  
	
  12.

  	
  Client will not occupy or permit any portion of the Premises to be
  occupied or used for the manufacture, sale, gift, or use of liquor, narcotics
  or tobacco in any form.

  
	
   

  	
   

  
	
  13.

  	
  Client will not use the Premises for lodging or sleeping or for any
  immoral or illegal purposes.

  
	
   

  	
   

  
	
  14.

  	
  No additional locks or bolts of any kind shall be placed upon any of
  the doors or windows of the Premises by Client nor shall any changes be made
  on existing locks or the mechanisms thereof.

  
	
   

  	
   

  
	
  15.

  	
  Client shall, before leaving the Premises unattended for an extended
  period of time, close and securely lock all doors and shut off all lights and
  other electrical apparatus.  Any damage
  resulting from failure to do so shall be paid by Client.

  
	
   

  	
   

  
	
  16.

  	
  Canvassing, solicitation and peddling in the building are prohibited
  and Client shall not solicit other clients for any business or other purpose
  without prior approval of IOMansell.

  
	
   

  	
   

  
	
  17.

  	
  All property belonging to Client or any employee, agent or invitee of
  Client shall be at the risk of such person only and IOMansell shall not be
  liable for damages thereto or for theft or misappropriating thereof.

  
	
   

  	
   

  
	
  18.

  	
  If Client does not remove any property belonging to Client from the
  IOMansell Center prior to the end of the Term, at the option of IOMansell,
  the Client shall be conclusively presumed to have conveyed such property to
  IOMansell under this Agreement as a bill of sale without further payment or
  credit by IOMansell to Client, and IOMansell may remove the same and Client
  shall pay IOMansell all costs of such removal upon demand.

  
	
   

  	
   

  
	
  19.

  	
  IOMansell’s premises, including the Premises, have been designated as
  non-smoking.  No smoking shall be
  permitted in any portion of IOMansell’s premises at any time.

  
	
   

  	
   

  
	
  20.

  	
  Safes, furniture, boxes and other bulky articles shall be brought
  into the Premises only with the prior written consent of IOMansell.  Only the service or freight elevator
  designated by IOMansell shall be used to transport any such articles, which
  shall be done only on dates and at times which shall be approved in writing
  by IOMansell.

  
	
   

  	
   

  
	
  21.

  	
  Client shall not attempt or cause to be attempted any plumbing,
  electrical work, telephone or other communications writing without the prior
  written consent of IOMansell.

  
	
   

  	
   

  
	
  22.

  	
  Client shall not be allowed to keep trucks, vans or other commercial
  vehicles in the parking lot serving the Premises.

  



 


IOMansell shall have no responsibility to
Client for the violation or non-performance by any other clients of any of the
Rules and Regulations but shall use reasonable efforts to uniformly enforce all
Rules and Regulations.


 
















 


ADDENDUM 3


 


SPECIAL STIPULATIONS


 


This addendum 3 (“Addendum 3”) is hereby incorporated in and made a
part of the Office Services Agreement attached hereto (“Agreement”) by and
between Interactive Offices Mansell, LLC (“IOMansell”) and Tri-S Security
Corporation (“Client”).  To the extent the
following Special Stipulations conflict with any other provisions of the
Agreement, these Special Stipulations shall control.


 


1.                                       Client
shall have the right to move into the Premises prior to October 15, 2004
so long as IOMansell has a the signed Agreement attached hereto and the amount
that is due upon execution in hand.