Exhibit 10.32


 


OFFICE
LEASE AGREEMENT


 


THIS
LEASE AGREEMENT made
this           day of
November 2003.


 


WITNESSETH:


 


That SOUTH PARK OFFICE CENTRE,
hereinafter called the Lessor, hereby leases to Paragon Systems Inc.,
hereinafter called the Lessee, whether one or more, the space described in Exhibit “A”, annexed hereto and made a
part hereof (hereinafter called the “Demised Premises”), upon the terms and
conditions hereinafter stated.  Rental
space consists of approximately 2039 square feet with a rental rate of $11.85
per square foot. Suite number is 106.


 


TO HAVE AND TO HOLD for the term of
two (2) years plus such additional number of days as are required to make the
term of this Lease expire on the last day of the last month of the term,
beginning November I7th, 2003 and ending on
November 30, 2005, unless the term hereby demised shall be sooner
terminated as hereinafter provided, and subject to the conditions and for the
consideration hereinafter stated.


 


1.                                       TERM: 
That the Lessee shall pay as rent for the Demised Premises the sum of
Twenty-four thousand one hundred sixty-two dollars and 15/100 ($24,162.15), per
annum, payable Two thousand thirteen dollars and 52/100 ($2,013.52), per month,
subject to adjustment as provided for in Paragraph “SIXTEEN”. All payments
shall be made in advance on the first day of each month at the office of the
Lessor.  Demand on the Demised Premises
on the due date by Lessor is not required. The Lessor shall not be liable for
failure to give possession of the Demised Premises to the Lessee upon the
effective date of this lease if such failure is due to the fact that the
Demised Premises is not ready for occupancy, or is being held by a prior tenant
or is otherwise in the wrongful possession of another person, or is not
available for any other reason. In such event, the rent shall not commence
until possession is given to or is made available to the Lessee, but the
initial term of this Lease shall not be extended.


 


2.                                       USE: 
That the Lessee will use and occupy the Demised Premises for business
offices and for no other purpose without Lessor’s prior written consent.


 


3.                                       CONDITION OF THE PREMISES:  That no representations, except such as are contained herein or
endorsed herein, have been made to the Lessee respecting the condition of the
Demised Premises.  The taking possession
of the Demised Premises by the Lessee shall be conclusive evidence against the
Lessee that the Demised Premises were in good and satisfactory condition when
possession of same was so taken. Lessee covenants and agrees to keep the
Demised Premises in good order and condition during the term of this Lease, and
will, at the termination of this Lease, by lapse of time or otherwise, return
the Demised Premises to the Lessor in as good condition as at the commencement
of the term or as they may be put in during the term, loss by fire, storm or
other casualty and ordinary wear and tear excepted.


 


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4.                                       ASSIGNMENT AND SUBLETTING:  Lessee covenants and agrees not to assign this Lease or sublet
said Demised Premises or any part of same, or in any other manner transfer the
Lease, Leasehold or Demised Premises, without the written consent of
Lessor.  In the event of such subletting
or assignment, Lessee nevertheless shall remain liable for all payments to
Lessor under, and compliance with, all of the terms and conditions of this
Lease. Any consent to a subletting or assignment shall not be deemed consent to
any subsequent subletting or assignment. Lessee shall submit to Lessor the name
of the proposed sublessee or assignee, the intended use and terms, and Lessor
shall, in addition to its right to withhold consent, have fifteen (15) days in
which to elect to terminate this Lease, in which event the parties shall be
relieved of further responsibilities to each other accruing after the effective
termination date.  In the event that
Lessor does not elect to terminate, and Lessor further consents to said
subletting or assignment, any amount received by Lessee (other than repayment
for trade fixtures and personal property of Lessee) above the amounts payable
by Lessee to Lessor hereunder, shall be deemed real estate profit and shall be
paid to Lessor.  A sublease or
assignment of the Lease to any wholly owned subsidiary of Lessee or to any
parent corporation of Lessee or by reason of the merger or consolidation of
Lessee with others, all for the same type usage as provided for in this Lease,
shall not require the consent of Lessor or give Lessor the right of termination
hereunder.


 


5.                                       ALTERATIONS AND IMPROVEMENTS BY LESSOR:  Lessee agrees to accept the Demised Premises
“as is” and Lessor shall not be responsible to make any improvements or
additions to the Demised Premises unless specified within Exhibit “B” of this Lease.


 


6.                                       ALTERATIONS AND IMPROVEMENTS BY LESSEE:  No alterations, additions or improvements to
the Demised Premises, except such as may be provided for in this Lease, shall
be made without first obtaining Lessor’s written consent, and any improvements,
additions or alterations requested by the Lessee after such consent shall have
been given, shall be installed by and under the sole control and supervision of
the Lessor. All requests for alterations, additions, or improvements shall be
accompanied by architectural drawings depicting both the existing and proposed
layout or depicting the existing and proposed condition of the alteration,
addition, or improvement in question. Lessor agrees to give Lessee a contract
price for all approved alterations, additions, or improvements and will
endeavor to complete all work in a timely and workmanlike manner. Any and all
fixtures installed, excepting trade fixtures, shall at Lessor’s option, remain
on the Demised Premises as the property of the Lessor, without compensation to
Lessee, or, shall be removed therefrom and the Demised Premises restored to its
original condition at cost of Lessee at the expiration or sooner termination of
this Lease. The Lessee shall, at its own cost, repair any damage caused by the
removal of trade fixtures restoring the Demised Premises to its original
condition.


 


7.                                       RESTRICTIONS ON USE:  That the Lessee will not use or permit upon the Demised Premises
anything that will invalidate any policies of insurance now or hereafter
carried on the Demised Premises or that will increase the rate of insurance on
the Demised Premises or on the building of which said Demised Premises are a
part; that the Lessee will not use or permit upon the Demised Premises anything
that may be dangerous to life


 


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or limb; and Lessee will not in any
manner deface or injure the Demised Premises or the building of which said
Demised Premises are a part, or overload the floors of said Demised Premises,
it being mutually agreed that in no event shall any weight be placed upon said
floors exceeding seventy-five (75) pounds per square foot of floor space
covered; that the Lessee will not permit any objectionable noise or odor to
escape or be emitted from said Premises, or do anything or permit anything to
be done upon said Premises in any way tending to create a nuisance, or tending
to disturb any other tenant in said building or the occupants of neighboring
property, or tending to injure the reputation of the said building; the Lessee
will comply with all governmental, health and police requirements and
regulations respecting said Premises.


 


8.                                       INDEMNITY: 
Lessee agrees to indemnify and hold the Lessor harmless from any injury,
expense, damages or claims, whether due to damage to the building complex or
the Demised Premises, claims for injuries to the person or property of any
other tenant of the building complex or of any other person rightfully in or
about said building complex for any purpose whatsoever, or administrative or
criminal action by a governmental authority, where such injury, expense,
damages or claims arise out of or are the result of (a) the negligence or
misconduct of Lessee, its agent, servants, or employees, or of any other person
entering upon Demised Premises under the express or implied invitation of
Lessee, or (b) the violation by any of the persons named of any provision of
this Lease, or of any laws or ordinances or governmental regulations of any
kind, or of any of the rules or regulations provided for above, or (c) a defect,
other than a structural defect, in that part of the building hereby demised to
Lessee. Lessee further agrees to reimburse Lessor for any costs or expenses,
including attorney’s fees, which Lessor may incur in investigating, handling,
or litigating any such claim by a third person or any action by a governmental
authority.


 


9.                                       SERVICES: 
Lessee to pay janitorial expense. Lessor agrees it shall (a) maintain
and operate the heating and air conditioning systems for all parts of the
building; (b) furnish elevator service to all floors of the building; elevator
may, at the Lessor’s option, be self-service; (c) supply electric current as
may be reasonably necessary for the use and enjoyment of the Demised Premises,
and furnish a reasonable amount of water to the Demised Premises and shall keep
all plumbing in repair. It is specifically agreed that Lessor undertakes to
furnish at its own expense only a reasonable amount of electric current and
water, and that Lessor reserves the right to adjust the rental to reflect the
additional cost of any extraordinary excessive or wasteful consumption of water
or current.


 


Lessor shall not be liable for
damages by abatement of rent, or otherwise, for failure to furnish or delay in
furnishing elevator service, heat, air conditioning, electric current, water,
or any other services when such failure to furnish, or delay in furnishing, is
occasioned by needful repairs, renewals or improvements, or in whole or in part
by any strike, lockout, or other labor controversy, or by any accident or
casualty whatsoever, or by the act or default of the Lessee, or other parties
or by any cause or causes beyond the reasonable control of the Lessor; and such
failure, delay, or default in furnishing elevator service, heat, air
conditioning, electric current, water, or any other service shall not be


 


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considered or construed as an
actual or constructive eviction of the Lessee, nor shall it in any way operate
to release the Lessee from the prompt and punctual payment of rent or the
performance of each and all of the other covenants herein contained by the
Lessee to be performed. Lessor shall make reasonable efforts to operate the
building in a safe and proper manner, but Lessor shall not be liable to Lessee
for damage to person or property caused by defects in the air conditioning,
heating, electric, water, elevator, or other apparatus or systems, nor for the
theft, mysterious disappearance, or loss of any property of Lessee from any
part of the building; nor for any damage to any property in the building from
gas, smoke, water, rain, ice or snow, which may leak into, issue or form from
any part of the building or from the pipes or plumbing work, or from any other
place of quarter. Lessor agrees to make reasonable efforts to protect Lessee
from interference, disturbance, breach, or nonperformance of any rule or
regulation or amendments or additions thereto, by third persons including other
tenants. However, Lessor shall not be liable for any such interference,
disturbance, or breach whether caused by another tenant or tenants of Lessor or
other person, nor shall Lessee be relieved from any obligation herein because
of such interference, disturbance, or breach.


 


10.                                 DEFAULT: 
In the event (a) the rent in this Lease or any other payment required
hereunder to be paid by Lessee is not paid at the time and place when and where
due; (b) the Demised Premises shall be deserted or vacated; (c) Lessee shall
fail to comply with any term, provision, condition, or covenant of this Lease,
other than the payment of rent, or any of the Rules and Regulations now or
hereafter established for the government of this building(s), and shall not
cure such failure within ten (10) days after written notice to Lessee of such
failure to comply unless Lessor shall agree in writing to an extension of such
time prior to its expiration; (d) any petition is filed by Lessee under any
section or chapter of the National Bankruptcy Act as amended; (e) Lessee
shall become insolvent or make a transfer in fraud of creditors; (f) Lessee
shall make an assignment for benefit of creditors; (g) an order, judgment or
decree shall be entered, without application, approval or consent of the
Lessee, by any court of competent jurisdiction, approving a petition seeking or
appointing a receiver, trustee, or liquidator of the Lessee and such order,
judgment or decree shall continue unstayed and in effect for any period of
sixty (60) days - in any of such events, Lessor shall have the option to do any
one of the following in addition to and not in limitation of any other remedy
permitted by law or by this Lease:


 


(i)  Terminate this Lease, upon the giving to
Lessee of twenty-four (24) hours written notice of such termination, in which
event Lessee shall immediately surrender the Demised Premises to Lessor, but if
Lessee shall fail to do so, Lessor may, without further notice, and without
prejudice to any other remedy Lessor may have for possession or arrearages in
rent, evict Lessee in accordance with the applicable Alabama law; and Lessee
agrees to indemnify Lessor for all loss and damage which Lessor may suffer by
reason of such termination, whether through inability to relet the premises or
through decrease in rent, or otherwise;


 


(ii)  Declare the entire amount of
the rent which would become due and payable during the remainder of the term of
this Lease to be due and payable immediately, in which event, Lessee agrees to
pay the same at once, together with


 


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all rents theretofore due, at
Lessor’s office, provided however, that such payments shall not constitute a
penalty or forfeiture or liquidated damages, but shall merely constitute
payment in advance of the rent for the remainder of the said term. The
acceptance of such payment by Lessor shall not constitute a waiver of any
failure of Lessee thereafter occurring to comply with any term, provision,
condition or covenant of this Lease.


 


(iii)  Re-enter and Relet the Demised Premises from
time to time as the agent of Lessee without being liable to prosecution or any
claim for damages therefor, and Lessee shall pay Lessor any deficiency that may
arise by reason of such reletting, on demand at the office of the Lessor.


 


(iv)  Lessor may, as agent of Lessee, do whatever Lessee
is obligated to do by the provisions of this Lease and may enter the Demised
Premises without being liable to prosecution or any claim for damages therefor,
in order to accomplish this purpose. Lessee agrees to reimburse Lessor
immediately upon demand for any expenses which Lessor may incur in thus
effecting compliance with this Lease on behalf of Lessee, and Lessee further
agrees that Lessor shall not be liable for any damages resulting to the Lessee
from such action, whether caused by the negligence of Lessor or otherwise.


 


In the event Lessor employs
an attorney on account of the nonpayment of rent or other violation of any of
the terms or conditions of this Lease by Lessee, Lessee shall pay all expenses
incurred including a reasonable attorney’s fee.


 


11.                                 ACCIDENTAL DAMAGE OR DESTRUCTION:  Should the Demised Premises in the building
occupied by the Lessee be totally destroyed by fire or other cause, or so
damaged that rebuilding or repairs cannot be completed within one hundred
twenty (120) days from date of fire, or other cause of damage, this Lease shall
terminate and the Lessee shall be allowed an abatement of rent from the date
such damage or destruction occurred. However, if the damage is such that
rebuilding or repairs can be completed within one hundred twenty (120) days,
the Lessor covenants and agrees to make such repairs within reasonable
promptness and dispatch, and to allow Lessee an abatement in the rent for such
time as the building is untenantable, and the Lessee covenants and agrees that
the terms of this Lease shall not otherwise be affected. Lessor will advise the
Lessee within thirty (30) calendar days after destruction of its intention to
rebuild.


 


12.                                 CONDEMNATION: 
If the whole or any part of the Demised Premises shall be taken or
condemned by any competent authority for any public or quasi-public use or
purpose, so as to render the Demised Premises in the building occupied by the
Lessee untenantable, then and in that event, the term of this Lease shall cease
and terminate from the date when the possession of the part so taken shall be
required for such use or purpose, and without apportionment of the award for
the property; notwithstanding anything to the contrary in this Lease, if this
Lease is cancelled by right of eminent domain, Lessee shall not be precluded
from receiving moving and relocation expenses from the condemning


 


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authority where such reimbursement
is allowable by statutes and/or laws and regulations. The current rental,
however, shall in any such case be apportioned thereafter.


 


13.                                 REMEDIES: 
No act or thing done by Lessor or its agents during the term hereby
granted shall be deemed an acceptance of a surrender of the Demised Premises,
and no agreement to accept a surrender of the Demised Premises shall be valid
unless the same be made in writing and subscribed by Lessor. The mention in
this Lease of any particular remedy shall not preclude Lessor from any other
remedy Lessor might have, either in law or in equity, nor shall the waiver of
or redress for any violation of any covenant or condition in this Lease
contained or any of the rules and regulations set forth herein, or hereafter
adopted by Lessor, prevent a subsequent act, which would have originally
constituted a violation, from having all the force and effect of an original
violation.


 


14.                                 LEASE  EXTENSION:  Lessee will, at the expiration of the term
of this Lease or at any earlier termination of this Lease, peaceable surrender
to Lessor the Demised Premises, including any improvements or additions
thereto. In the event Lessor has given ninety (90) days written notice to
Lessee that Lessor does not wish to extend the term of this Lease but instead
desires possession of the Demised Premises, no receipt of money by Lessor from
Lessee after termination of this Lease shall reinstate, confirm or extend the
Lease, except as hereinafter stated, nor affect any prior notice given by
Lessor to Lessee.  However, if no such
notice is given by Lessor to Lessee and Lessee has not given at least ninety
(90) days written notice to Lessor that Lessee does not wish to extend this
Lease at the expiration of the then current term, then this Lease shall
automatically be extended for a period of time equal to the original term of
this Lease, and subject to the same rentals, covenants and other provisions of
this agreement until terminated by such ninety (90) days before the end of the
then current term. If Lessee shall hold the Demised Premises or refuse to give
possession thereof after the termination of this Lease by lapse of time or
otherwise, and after having received ninety (90) days notice from Lessor to
vacate, then Lessee agrees to pay for each month of such holding as liquidated
damages, twice the amount above stipulated as monthly rental.


 


15.                                 UTILITY ADJUSTMENT:  If Lessor’s cost for electrical service in any calendar year
shall exceed Lessor’s costs for electrical service for the preceding calendar
year, Lessee shall pay as additional rent for said calendar year, upon demand,
an amount equal to such proportion of the excess of electricity costs for such
year. Its proportionate part shall be a fraction, the numerator of which is the
number of rentable square feet of floor area of the Demised Premises and the
denominator of which is the total number of rentable square feet serviced of
which the Demised Premises are a part.


 


Lessor agrees to keep books and
records reflecting electrical costs for the preceding calendar year and a
computation of any decrease or increase in rental in accordance with the
provisions of this Lease.  The monthly
rental payable thereafter shall be increased or decreased as required by this
paragraph to reflect changes in electrical costs as shown in such statement.
Within thirty (30) days after receipt of such statement, Lessee shall pay any
additional rent for the months of the then current calendar year as to which
Lessee has already paid in rental which did not reflect said adjustment in
rental. If Lessee be


 


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entitled to a credit pursuant to
the statement, then at Lessee’s election the same shall be paid in cash to
Lessee or may be reflected in the next installment or installments of rent. If
the final lease year is less than twelve (12) months, such rent adjustment
shall be prorated.


 


16.                                 RENTAL ADJUSTMENT:  Notwithstanding anything herein the contrary, after the initial
year of this Lease, each subsequent year’s rental shall increase by a factor of
four (4%) percent over the previous year. This four (4%) percent increase will
be based upon the base rental rate exclusive of the effects of any other
escalators. The purpose of this rental adjustment is to defray the cost
increases to the Lessor for elevator service, building and liability insurance,
common area janitorial service, landscaping and parking area maintenance,
water, sewage, garbage pickup, outside electricity, pest control, light bulbs,
air conditioning repairs and maintenance, etc.


 


17.                                 TAXES: 
If the duration of this Lease is for a period of more than one year,
including the terms provided by any lease extension, and if during such period
there occurs an increase in realty taxes to Lessor incidental to the ownership
of the realty of which the Demised Premises are a part, the Lessor shall have
the right to increase the rent hereinabove provided for so that the Demised
Premises shall bear its proportionate share of such increase in taxes. Lessee
agrees to pay its proportionate part of such increases as additional rent its
proportionate part shall be a fraction, the numerator of which is the number of
rentable square feet of floor area in the Demised Premises and the denominator
of which is the total number of rentable square feet assessed of which the
Demised Premises are a part.


 


18.                                 LIEN ON LESSEE’S PROPERTY:  Lessor shall have at all times a valid first lien for all rentals
and other sums of money to become due hereunder from Lessee and to secure the
performance by Lessee of each and all of the covenants, agreements and
conditions hereon, upon all of the personal property of Lessee situated on the
Demised Premises, and said property shall not be removed therefrom without the
written consent of Lessor until all arrearages in rent as well as any and all
other sums of money to become due hereunder shall first have been paid and
discharged and until this Lease and all of the covenants, agreements and
conditions hereof have been fully performed by Lessee, provided further that
the lien herein granted may be foreclosed in the manner and form provided by law
for the foreclosure of security agreements or in any other manner provided by
law. The statutory lien is not waived, the express contractual lien herein
granted being in addition and supplementary thereto.


 


19.                                 REMOVAL OF LESSEE’S PROPERTY:  If Lessee shall fail to remove all personal
effects from the Demised Premises upon termination of this Lease for any cause
whatsoever, Lessor may at its option remove the same in any manner that Lessor
shall choose and store said effects without liability to Lessee for loss
thereof, and Lessee agrees to pay Lessor on demand any and all expenses
incurred in such removal, including court costs and attorney’s fees and storage
charges on such effects for any length of time that the same shall be in
Lessor’s possession, or Lessor may at its option upon five (5) days notice to
Lessee sell said effects or any part of the same at a private sale and without


 


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legal process for such price as
Lessor may obtain and apply the proceeds of such sale upon any amounts due
under this Lease from Lessee to Lessor and upon the expense incident to the
removal and sale of said effects.


 


20.                                 INSPECTIONS AND REPAIRS:  Lessor shall have the right to enter the Demised Premises at all
reasonable times for purposes of examining and caring for the same or to make
necessary repairs or additions, or to exhibit the Demised Premises.


 


Lessee shall, upon the discovery of
any defect in or injury to the building or any appurtenance of apparatus
connected therewith, or any need of repairs, promptly report the same to Lessor
in writing, however, Lessor shall be obligated to remedy such defects or make
such repairs only to the extent expressly required by this Lease. At any time
or times Lessor, either voluntarily or pursuant to governmental requirement,
may at Lessor’s expense make repairs, alterations or improvements in or to the
building or any part thereof including the Demised Premises, and during such
operations, may close entrances, doors, corridors, elevator(s) or other
facilities and may have access to and open the ceilings and floors, all without
any liability to Lessee by reason of interference, inconvenience or annoyance.
All such work shall be done in such a manner as to cause the least possible
interference, inconvenience or annoyance to Lessee.  Further, Lessor reserves the following right: (a) to have access
for Lessor and other tenants of the building to any mail chutes located on the
leased premises according to the rules of the United States Post Office; (b) to
have passkeys to the Demised Premises; and (c) to approve the weight, size and
location of safes, heavy equipment or other items. If additional support is
deemed by Lessor to be desirable for such safes or heavy equipment, Lessee
shall pay Lessor the cost of adding such support and, at the termination of
this Lease, whether at the end of the term or otherwise, the cost of removing
such support and restoring the building to its former condition.


 


21.                                 QUIET ENJOYMENT:  Lessor warrants that said Lessee, paying rents and performing and
observing each and every covenant and condition hereof, shall peaceably and
quietly hold, occupy and enjoy the Demised Premises during said term.


 


22.                                 PARKING SPACES:  Lessor shall furnish nonexclusive parking spaces for the joint
use of all Lessees and customers of all Lessees in the building(s) which shall
be shared in common by all Lessees and customers of all Lessees.


 


23.                                 MORTGAGES: 
This Lease is subject and subordinate to any and all mortgages which may
now affect the real property on which the building(s) is situated and to all
renewals, modifications, consolidations, replacements or extensions thereof, in
addition, from time to time either before or after the execution of this Lease
and before the commencement or termination of the term hereof. Lessor may
execute one or more mortgages on the building(s). This Lease is subject and
subordinate to any and all such mortgages and to all renewals, modifications,
consolidations, replacements or extensions thereof. This clause shall be
self-operative and no further instrument of subordination shall be required by
any mortgagee. In confirmation of such subordination, Lessee shall execute
promptly any certificate that Lessor may request. Lessee hereby constitutes and
appoints Lessor


 


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its attorney-in-fact to execute any
such certificate or certificates for and on behalf of Lessee.


 


24.                                 GOVERNING LAW: 
Any interpretation of this Lease, or any other determination of the rights
or liabilities of the parties hereto, shall be governed by the Laws of the
State of Alabama.


 


25.                                 RULES: 
That in addition to the several covenants contained in this Lease it is
mutually covenanted and agreed that the Rules and Regulations appertaining to
the said building(s) and which are annexed hereto as part hereof, marked
Exhibit “C”, are agreed to in all of their terms, and said Lessee agrees to be
bound by the same, and also covenants to be bound by such further rules and
regulations as may be made by said Lessor from time to time, during this Lease,
deemed by it to be necessary for the safety, care, cleanliness and the
economical management of the premises, and for the preservation of good order
therein. Any failure, on the part of the Lessee to comply with said Rules and
Regulations shall be deemed a breach of this Lease.


 


26.                                 MISCELLANEOUS: 
Further, the Lessor and Lessee covenant with each other:


 


(a)  That all rights and remedies of the Lessor under this Lease shall
be cumulative, and none shall exclude any other rights and remedies allowed by
law.


 


(b)  That the word “Lessor” and “Lessee” wherever used herein shall be
construed to mean Lessor and Lessees in all cases where there is more than one
Lessor or Lessee, and the necessary grammatical changes required to make the
provisions hereof apply either to corporations or individuals, men or women,
shall in all cases be assumed as though in each case fully expressed.


 


(c)  It is understood and agreed between the parties hereto that
notice from the Lessor mailed or delivered to the Demised Premises shall
constitute sufficient notice to the Lessee to comply with terms of this
Agreement.


 


(d)  It is further understood and agreed between the parties hereto
that any charges against the Lessee by the Lessor for supplies, services or for
work done on the Demised Premises by order of the Lessee or otherwise accruing
under this Agreement shall be considered as rent due and shall be included in
any lien for rent due and unpaid.


 


(e)  That all covenants, conditions, agreements, and undertakings in
this Lease shall extend to and by binding on the respective heirs, executors,
administrators, successors and assigns of the respective parties hereto the
same as if they were in every case named.


 


(f)  If there is more than one party Lessee, the covenants of the
Lessee shall be the joint and several obligations of each such party, and if
the Lessee is a partnership, the covenants of the Lessee shall be the joint and
several obligations of the firm.


 


27.                                 ENTIRE AGREEMENT:  This Agreement states the entire agreement between the parties
and merges in this Agreement all statements, representations and covenants
heretofore made, and any other agreements not incorporated herein are void and
of no force and effect.


 


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This
11 day of November, 2003.


 


WITNESS
OUR HANDS AND SEALS the day and year above written.


 


 


	
  In the presence of:

  	
   

  	
  LESSOR:

  	
   

  
	
   

  	
   

  	
  SOUTHPARK OFFICE CENTRE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  BY:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ITS:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  In the presence of:

  	
   

  	
  LESSEE:

  	
  PARAGON SYSTEMS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Elizabeth D [ILLEGIBLE]

  	
   

  	
   

  	
  BY:

  	
  /s/ Charles Keathley

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ITS:

  	
  PRESIDENT

  
	
   

  	
   

  	
   

  
								



 


28.                                 NOTICES: 
Any notices required under this Lease Agreement shall be made in writing
and shall be mailed to the following address(es):


 


	
  To Lessee:

  	
   

  	
  Paragon Systems Inc.

  Charles Keathley

  3317 Triana Blvd.

  Huntsville, AL
  35805

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  To Lessor:

  	
   

  	
  SouthPark Office Centre

  P.O. Box 18927

  Huntsville,
  Alabama 35804

  Phone:
  256-881-4800

  



 


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EXHIBIT “A”


 


[FLOOR PLAN]


 

















 


EXHIBIT “B”


 


(Listing of any Leasehold
Alterations & Improvements)


 


Lessor
will:


 


•                  Have
the carpet professionally steam cleaned


•                  Check
and ensure all light fixtures are operating and replace and maintain all light
fixtures


•                  Have
both entrances re-keyed


•                  Touch
up all walls


•                  Ensure
that all mechanical items are in proper working order I.E. (doorknobs, light
switches, outlets, etc...)


•                  Clean
entire suite to include dusting blinds and cleaning windows.


•                  Perform
any other items that fall under building maintenance.


 


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EXHIBIT “C”


 


Rules and
Regulations


 


Rule 1:


 


No
sign, picture, advertisement, or notice shall be displayed, inscribed, painted
or affixed, on any part of the outside or inside of the building, or on or
about the Demised Premises, except on the doors of said Demised Premises and on
the Directory Board of the building, and then only of such color, size and
style and materials as shall be first specified by the Lessor. No “For Rent”
signs shall be displayed by the Lessee, and no showcases, or obstructions,
signs, flags, statuary, or any advertising device of any kind whatever shall be
placed in front of said building or in the passageways, halls, lobbies, or
corridors thereof by the Lessee; and the Lessor reserves the right to remove
all such showcases, obstructions, signs, flags, statuary, or advertising
devices and all signs other than those provided for, without notice to the
Lessee and at its expense.


 


Rule 2:


 


No
additional locks shall be placed upon any doors of the Demised Premises without
written consent of Lessor.  Upon the
termination of the Lease, the Lessee shall surrender to the Lessor all keys of
the premises.


 


Rule 3:


 


Safes,
furniture, boxes or other bulky articles shall be carried up into the Demised
Premises only by means of the elevators, by the stairways or through the
windows of the building as the Lessor may in writing direct, and at such times
and in such manner as the Lessor may direct. Safes and other heavy articles
shall be placed by the Lessee in such places only as may be first specified in
writing by the Lessor, and any damage done to the building or to tenants or to
other persons taking a safe or other heavy article in or out of the Demised
Premises, from overloading a floor, or in any other manner shall be paid for by
the Lessee causing such damage.


 


Rule 4:


 


The
Lessor will furnish janitor service in the common core of the building in which
the Demised Premises are located and shall maintain the grounds and parking
areas. Any person employed by the Lessee to do janitor work, shall, while in
said building and outside of said Demised Premises be subject to, and under the
control and direction of the Lessor (but not as agent or servant of the Lessor).


 


Rule 5:


 


No
electric current, intended for light or power purposes, shall be used by the
tenants, excepting that furnished or approved by the Lessor; nor shall electric
or other wires be brought into the Demised Premises, except upon the written
consent and approval of the Lessor.


 


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Rule 6:


 


No
person shall disturb the occupants of this or any adjoining building premises
by the use of any musical instrument, unseemly noises, whistling, singing or in
any other way.


 


Rule 7:


 


The
Demised Premises leased shall not be used for lodging or sleeping, nor for any
immoral or illegal purposes or for any purpose that will damage the Demised
Premises.


 


Rule 8:


 


The
entrances, corridors, passages, and stairways shall be under the exclusive
control of the Lessor and shall not be obstructed, or used by the Lessee for
any other purpose than ingress and egress to and from the Demised Premises.


 


Rule 9:


 


Canvassing,
soliciting and peddling in the building is prohibited and each Lessee shall
cooperate to prevent the same.


 


Rule 10:


 


All
office or other equipment of any electrical or mechanical nature shall be
placed by the Lessee in the Demised Premises in approved settings to absorb or
prevent any vibration, noise or annoyance.


 


Rule 11:


 


No
water cooler, air conditioning unit or system or other apparatus shall be
installed or used by any Lessee without the written consent of Lessor.


 


Rule 12:


 


There
shall not be used in any space, or in the public halls of said building, either
by any tenant or by jobbers or others, in the delivery or receipt of
merchandise, any hand trucks, except those equipped with rubber tires and side
guards.


 


Rule 13:


 


No
animals or birds, bicycles or other vehicles shall be allowed in the Demised Premises
or in halls, corridors, elevators or elsewhere in the building of which the
Demised Premises are a part.


 


Rule 14:


 


The
water closets, wash basins, sinks, and other apparatus shall not be used for
any other purpose than those for which they were constructed, and no sweeping,
rubbish, or other substances shall be thrown therein.


 


Rule 15:


 


The
floors, skylights and windows that reflect or admit light into the corridors or
passageways or to any place in said building shall not be covered or obstructed
by any of the tenants.


 


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Rule 16:


 


If
any Lessee desires telephone, computer or other electronic connections, the
Lessor or its agents will direct the electricians as to where and how the wires
may be introduced and without such directions, no boring or cutting for wires
will be permitted without written permission from Lessor.


 


Rule 17:


 


No
drapes, shade or awning shall be put up, no painting done, or any alterations
made in any part of the building by putting up or changing any partitions,
doors or windows nor shall there be any nailing, boring, screwing into woodwork
or walls or plastering, nor shall there be upon the premises any engine,
boiler, or other machinery without the written consent of the Lessor in each
and every instance.


 


Rule 18:


 


The
Lessor may establish a nightwatch, and if established after 6:00 p.m., the
building will be in charge of the nightwatchman, and every person entering or
leaving the building may be questioned by him as to his business in the
building if unknown to the watchman, and all such persons shall sign a
register, if provided, on leaving or entering building after normal hours.


 


Rule 19:


 


All
glass, locks and trimmings, in or about the doors and windows, and all electric
globes and shades, broken by any Lessee, shall be immediately replaced or
repaired and put in order by such Lessee under the direction and to the
satisfaction of the Lessor, and on removal shall be left whole and in good
repair.


 


Rule 20:


 


The
Lessor reserves the right to rescind any of the rules and to make such other
and further rules and regulations as in Lessor’s judgment, may from time to
time be needed for the safety, care, maintenance, operation and cleanliness of
the building, and for the preservation of good order therein, which, when so
made, and notice thereof given to the Lessee, shall have the same force and
effect as if originally made a part of the forgoing lease; and such other
further rules, not however, to be inconsistent with the proper and rightful
enjoyment by the Lessee under the forgoing lease of the premises therein
referred to.


 


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