EXHIBIT
10.1


SPRINGHURST

LOUISVILLE, KENTUCKY


INSBANC, INC.


INDEX TO LEASE


	
  Article

  	
   

  	
   

  	
   

  	
  Page

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  I.

  	
   

  	
  Premises

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  II.

  	
   

  	
  Term

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  III.

  	
   

  	
  Rent

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IV.

  	
   

  	
  Use

  	
   

  	
  4

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  V.

  	
   

  	
  Possession

  	
   

  	
  4

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VI.

  	
   

  	
  Services to be Provided

  	
   

  	
  4

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VII.

  	
   

  	
  Maintenance, Repair, Alterations, Construction

  	
   

  	
  4

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VIII.

  	
   

  	
  Access

  	
   

  	
  6

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IX.

  	
   

  	
  Damage or Destruction

  	
   

  	
  6

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  X.

  	
   

  	
  Indemnity

  	
   

  	
  6

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XI.

  	
   

  	
  Remedies

  	
   

  	
  7

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XII.

  	
   

  	
  Insurance

  	
   

  	
  7

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XIII.

  	
   

  	
  Liens

  	
   

  	
  8

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XIV.

  	
   

  	
  Assignment; Subletting; Mortgaging

  	
   

  	
  8

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XV.

  	
   

  	
  Estoppel Certificate

  	
   

  	
  9

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XVI.

  	
   

  	
  Taxes

  	
   

  	
  9

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XVII.

  	
   

  	
  Priority of Lease

  	
   

  	
  9

  	
   

  



 









 



 


	
  Article

  	
   

  	
   

  	
   

  	
  Page

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XVIII.

  	
   

  	
  Fixtures and Personal Property; Surrender

  	
   

  	
  10

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XIX.

  	
   

  	
  Hold over Tenancy

  	
   

  	
  10

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XX.

  	
   

  	
  Waiver of Subrogation

  	
   

  	
  10

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XXI.

  	
   

  	
  Notices

  	
   

  	
  10

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XXII.

  	
   

  	
  Rights Reserved by Landlord

  	
   

  	
  11

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XXIII.

  	
   

  	
  Condemnation

  	
   

  	
  11

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XXIV.

  	
   

  	
  Guaranty Provisions

  	
   

  	
  11

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  XXV.

  	
   

  	
  Miscellaneous Provisions

  	
   

  	
  12

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Exhibit A.

  	
   

  	
  15

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Exhibit B.

  	
   

  	
  16

  	
   

  



 



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SPRINGHURST OFFICE LEASE


THIS LEASE, dated this 3rd
day of February, 2003, is between Jaytee Properties, a Kentucky general
partnership, hereinafter referred to as “Landlord” and Insbanc, Inc.,
hereinafter referred to as the “Tenant”. As parties hereto, Landlord and Tenant
agree:


ARTICLE
I.  PREMISES


SECTION 1.  Tenant leases from Landlord and Landlord
leases to Tenant the following described premises (hereinafter called the
“Premises”):


Being
approximately 1189 square feet of rentable office space


located on the
first floor in the Republic Bank Building


(Hereinafter
called “the Building”) located at 9600 Brownsboro Road


in Jefferson County,
Kentucky.


SECTION 2.  The Premises shall be provided in “as is”
condition with a Tenant Improvement allowance to be paid by Landlord not to
exceed $20.00 per square foot, (Twenty-three Thousand Seven Hundred and Eighty
Dollars, $23,780.00) for expenditures related to Tenant’s design and construction
of its space.  Any remodeling
construction and/or redecorating within the Premises shall be performed to the
complete and absolute satisfaction of Landlord. The Landlord’s written approval
shall be obtained by Tenant prior to commencement of any and all improvements
and the construction of improvements shall be supervised and approved by
Landlord on a continuous basis.


SECTION 3.  This Lease confers no rights with respect to
the Building other than tenancy of the Premises and the non-exclusive license
to use, during such tenancy, the following facilities provided by Landlord: (i)
toilet facilities on the floor which the Premises are located (and such other
toilet facilities located elsewhere in the Building as may be designated by
Landlord for the general use of tenants); and (ii) the public entrances to, and
main floor lobby in, the Building; (iii) the passenger elevators serving the
Building; (iv) the areas adjacent to the Building dedicated from time to time
for parking purposes by Landlord for the parking of motor vehicles; and (v) the
roadways and passageways adjacent to the Building for passage by motor vehicle
and on foot, as said roadways and passageways may respectively be dedicated by
Landlord.


ARTICLE II.  TERM


Landlord leases the
Premises to Tenant, and Tenant hires and takes the Premises from Landlord, for
a term of five (5) Lease Years commencing on March 1, 2003, (the “Lease
Commencement Date”) and expiring at midnight on the last day of the sixtieth
month thereafter unless sooner terminated pursuant to the terms hereof. “Lease
Year” shall mean a year period beginning on the first day of a month, which is
the first calendar month of the term of the Lease and ending on the day before
the anniversary of the first day of such year.


ARTICLE
III.  RENT


SECTION 1.  Tenant shall pay to Landlord, at Landlord’s
office in the Building or at such place as Landlord may from time to time
designate, as rental for the Premises, the sum of One Thousand Nine Hundred and
Eighty-one Dollars and 66/100 ($1,981.66) per month (the “Rent”). Rent shall be
payable in advance on the first day of each calendar month during the first
five Lease Years beginning on the Lease Commencement Date.  A TEN PERCENT (10%) late charge shall be added
to all rent payments more than ten (10) days past due.  Upon execution of this lease, Tenant shall
pay a rent deposit in the amount of one month’s rent, said deposit to be held
as a security deposit by the Landlord.  
Checks shall be made payable to Landlord and mailed to:


Jaytee Properties


Republic Corporate
Center


601 W, Market
Street


Louisville, Kentucky  40202



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SECTION 2.    In the event that any check which has been
remitted to Landlord by Tenant for payment of the Rent, or any other sum
payable under this Lease, shall not be honored upon its presentation for
payment, then an additional charge of $100.00 shall be imposed on each check
not honored.


ARTICLE
IV.  USE


The Premises are to be
used only for the purpose of conducting therein the operation of an insurance
or related office facility and for no other business or purpose without the
prior written consent of Landlord. Tenant shall not do or permit to be done in
or about the Premises anything which is illegal or unlawful; or which is of a
hazardous or dangerous nature; or which will increase the rate(s) of insurance
upon the Building. Tenant shall (and shall cause its employees to) observe the
rules and regulations set forth in Exhibit B attached hereto and made a part
hereof, as the same may be amended by Landlord from time to time, and Tenant
shall comply with all governmental laws and ordinances and all regulations
applicable to the use and occupancy of the Building.


ARTICLE V.  POSSESSION


If Landlord permits Tenant to enter into possession of
the Premises prior to the Lease Commencement Date, all of the terms and
conditions of this Lease shall apply during such prior period.  Tenant’s taking of possession of the Premises
represents Tenant’s conclusion that the Premises are in good and tenantable condition
and acceptable for Tenant’s use thereof as provided in this Lease.


ARTICLE
VI.  SERVICES TO BE PROVIDED


Landlord shall furnish
reasonable amounts of heat, air conditioning, water and elevator service
(collectively “Services”) to the Premises during the times and in the manner
that Landlord determines appropriate for the furnishing of such services in the
Building, all such services being subject to energy availability or Energy
Consumption Regulations which may be hereafter promulgated. It is expressly
agreed that should any local, state or federal governmental body, agency or
public utility restrict or reduce the amount of fuel or energy which may be
utilized to provide the utilities and services as specified above, then such
restriction or reduction, and the reduction in utilities and services which may
result therefrom, shall in no way create or constitute a default on the part of
the Landlord, and there shall be no reduction or abatement in the Rent or any
other sum payable by Tenant thereunder. Further, Landlord shall not be liable for
any injury, damage, inconvenience, or otherwise which may arise or result
should the furnishing of any such services by interrupted or prevented by fire,
accident, strike, riot, act of God, the making of necessary repairs or
improvements, or any other cause beyond the reasonable control or prevention of
Landlord, nor, subject only to the provisions of Article XI of this Lease,
shall the Rent payable by Tenant hereunder abate.


ARTICLE
VII.  MAINTENANCE, REPAIR, ALTERATIONS,
CONSTRUCTION


SECTION 1.  Landlord shall keep and maintain the roof,
foundations, floor slab, and all structural walls (including windows and plate
glass), gutters and downspouts of the Premises in good order and repair.
Landlord shall keep or cause to be kept in good repair all common areas of the
Building and appurtenant areas, including lighting systems; drainage systems;
mechanical, plumbing, and electrical systems; heat and air conditioning units;
ductwork, lines, pipes, and conduits serving the Premises; and parking areas
and driveways. Any maintenance, repairs or replacements to any of the foregoing
made necessary by any acts or omissions of the Tenant, its agents or employees,
shall be paid for by Tenant and Tenant shall reimburse Landlord on demand for
the cost of repairing any damage to the Premises or the Building caused by
Tenant or its agents or employees.  In
the event, after reasonable notice to Landlord, Landlord fails to make any
repairs as hereinbefore provided, then Tenant shall have the right to make
these repairs and deduct the cost thereof from any future rental payments.


SECTION 2.  All maintenance, repairs, or replacements
relating to the Premises that are not the obligation of Landlord as set forth
in Section 1 above shall be the obligation of Tenant and shall be made by
Tenant at Tenant’s sole cost and expense. 
Tenant shall maintain, at its expense, the interior of the Premises in
good repair and in a clean and attractive condition.  Tenant’s obligation to maintain, repair and
replace includes, but is not limited to, all the interior of the Premises.  In the event Tenant fails to comply with the
requirements of this Section, Landlord may effect such maintenance and repair
and the cost thereof, with interest at the rate of 8.5% per annum, shall be
payable immediately to Landlord as additional rent.  In the event the applicable Statute of the
Commonwealth of Kentucky at



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any time shall allow for a higher rate of interest
under an instrument in writing, then such higher rate shall apply and be
payable.  If Tenant is a corporation,
then the interest rate to be so payable hereunder shall be at the rate of 12%
per annum.


SECTION 3.  Tenant shall not make any alterations,
additions or improvements to the Premises without first obtaining Landlord’s
prior written consent. In connection with any such request for Landlord’s
consent to such alterations, additions or improvements to the Premises,
Landlord may retain the services of an architect and/or engineer; and the
reasonable costs for the services of such architect and/or engineer shall be
reimbursed to Landlord by Tenant. Landlord may make any repairs for the
preservation, safety or improvement of the Premises or the Building. All
alterations, and improvements made by Tenant shall become the property of
Landlord upon making thereof and shall be surrendered to Landlord upon the
expiration of this Lease.


SECTION 4.  No construction work shall be undertaken or
commenced by Tenant on the Premises until: 
(a) plans and specifications fully describing the work, or changes to
work previously approved, have been submitted to and approved by Landlord, (b)
all necessary building permits and all conventional insurance coverages have
been obtained by Tenant, (c) proper provision has been made by Tenant for
payment in full of the cost of the work, and (d) Landlord has given written
notice that the work can proceed, subject to such reasonable conditions as
Landlord may impose.


SECTION 5.  Tenant shall carry out Tenant’s repair,
maintenance, alterations and improvements in the Premises only during times
agreed to in advance by Landlord and in a manner, which will not interfere with
the rights of other tenants in the Premises. 
Tenant shall not obstruct or place anything in or on the sidewalks or
driveways, or parking facilities outside the Building or in the lobbies,
corridors, stairwells or other common areas on the Building, or use such
locations for any purpose except access to and exit from the Premises without
Landlord’s prior written consent. 
Landlord may remove at Tenant’s expense any such obstruction without
notice or obligation to Tenant. In order it ensure that work proceeds
efficiently on the Premises, Landlord or Landlord’s general contractor may from
time to time make rules for co-ordination of all construction work, Tenant
shall ensure that any designer, contractor and workmen employed by Tenant is
informed of and observes such rules, and prior to commencement of any
construction work makes appropriate arrangements with Landlord, particularly
with respect to:


(a) Material
handling and hoisting facilities


(b) Material and
equipment storage


(c) Time and place
of deliveries.


(d) Elevator usage


(e) Hours of work
and co-ordination of work


(f) Power, heating
and washroom facilities


(g) Scheduling


(h) Security


(i) Clean-up


(j) Construction vehicles in parking facility


SECTION 6.  Tenant shall ensure that all cutting,
drilling, hammering, or other work of a noisy or vibrant nature be conducted
outside the normal business hours of tenants occupying the Premises.  Tenant shall at all times keep the Premises
and adjacent areas free from accumulation of waste material or rubbish caused
by his suppliers, contractors or workmen. 
Landlord may require clean-up on a daily basis and reserves the right to
do clean-up at the expense of Tenant if Landlord’s reasonable requirements are
not complied with.  After the completion
of the work, Tenant’s contractor shall forthwith remove all rubbish and all
tools, equipment and surplus materials from and about the Premises and shall
leave the Premises clean to the satisfaction of Landlord.  This final clean-up shall include the
cleaning of light fixtures, windows, perimeter radiation units, entries and
public space affected by the work.  Any
damage caused by Tenant’s contractor or sub-trades to the Premises or any property
of the Landlord or any Tenant of the Premises shall be repaired forthwith to
the satisfaction of Landlord at Tenant’s expense.


SECTION 7.  If Tenant’s contractor does not pursue
Tenant’s work properly in accordance with the approved plans and specifications,
Landlord, after five days notice to Tenant and Tenant’s contractor may remedy
the default or make good any deficiencies, and recover the costs incurred
therein from Tenant.



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SECTION 8.  Not more than 15 days from notice by
Landlord, Tenant shall reimburse Landlord for the fees payable by Landlord to
Landlord’s architect, engineers, or other consultants for examination of
Tenant’s plans and specifications and for inspection of work performed by
Tenant’s contractors and workmen in accordance therewith.


SECTION 9.  In the event of termination of this Lease
during the construction phase of any work to be done by Tenant, Landlord may
retain for his own use, without payment therefor all or any Tenant work which
has been commenced installed or completed, or demolish or remove all or any
work and restore the Premises to the condition in which the same were prior to
the commencement, installation or completion of all or such of the Tenant’s
work as is so demolished or removed and recover the cost of so doing from
Tenant.


ARTICLE
VIII.  ACCESS


Landlord and its agents
shall have the right to enter into and upon the Premises at all reasonable
times with reasonable notice for the purpose of inspecting, cleaning,
repairing, altering or improving the Premises or the Building with the
exception of an emergency situation. Landlord shall have the right to show the
Premises to prospective tenants during the ninety (90) day period prior to the
expiration of the term of this Lease and shall have the right at all reasonable
times to show the Premises to prospective purchasers of and lenders upon the
Building. Any damage or loss caused to the Premises and/or to the Tenant by any
use of or access to the Premises by Landlord shall be repaired by Landlord at
Landlord’s expense.


ARTICLE
IX.  DAMAGE OR DESTRUCTION


SECTION 1.  If the Premises are damaged or destroyed, in
whole or in substantial part, and Section 2 does not apply, then Landlord may
elect to terminate this Lease as of the date of the damage or destruction by
notice given to Tenant in writing not more than twenty (20) days following the
date of damage or destruction. If Landlord does not elect to terminate,
Landlord shall, at Landlord’s expense, proceed to restore the property to
substantially the same form, condition and quality as prior to the damage or
destruction. If Landlord elects to rebuild and repair, Landlord shall proceed
as soon as reasonably possible and thereafter shall proceed without
interruption and be completed within one hundred-eighty (180) days after notice
has been given of Landlord’s intent to rebuild and repair, except for work
stoppages on account of labor disputes and matters not under the control of the
Landlord. During such period of repair or restoration, the Rent shall be abated
in the same proportion as the unrentable portion of the Premises bears to the
entire Premises identified in Section 1 of Article I of the Lease.


SECTION 2.  If the Premises are damaged or destroyed, (i)
to the extent that more than fifty percent (50%) of the Building is damaged or
destroyed, or (ii) to the extent that more than fifty percent (50%) of the
Premises are damaged or destroyed, then in such event, Tenant may elect to
terminate this Lease as of the date of the damage or destruction by notice
given to Landlord in writing not more than twenty (20) days following the date
of damage or destruction.


SECTION 3.  Notwithstanding anything contained in this
Article to the contrary, Landlord shall not be required to repair, replace,
restore, or rebuild any property which Tenant shall be entitled to remove from
the Premises under the provisions of this Lease; it being agreed that Tenant
shall bear the entire risk of loss, damage or destruction of such property
while it is in the Building.


SECTION 4.  If either party elects to terminate the
Lease, Tenant shall be entitled to reimbursement for any prepaid rent or other
amounts paid by Tenant and attributable to the unused term of the Lease.


ARTICLE X.
INDEMNITY


Tenant shall indemnify
and hold Landlord harmless from all loss, damage, liability or expense
resulting from an injury to or death of any person or any loss of or damage to
any property caused by or resulting from any act of omission of Tenant or any
officer, agent, employee, guest, invitee or visitor of Tenant in or about the
Premises or the Building, but the foregoing provision shall not be construed to
make Tenant responsible for injuries to third parties caused by the negligence
of Landlord or any agent or employee of Landlord. The Landlord shall remain
responsible for any injury to, or death of any person or any loss of or damage
to property sustained by any person whatsoever which may be caused by the
Building or any equipment or appurtenances thereto or thereof being or becoming
defective or out of repair. Landlord shall be and remain liable for the
negligent acts or omissions of Landlord, its agents and employees.



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ARTICLE XI.
REMEDIES


SECTION 1. If at any time
Tenant shall (a) fail to remedy any default in the payment of any sum due under
this Lease for ten (10) days after notice; (b) fail to remedy any default with
respect to any other of these provisions, covenants or conditions of this Lease
to be kept or performed by Tenant, within thirty (30) days after notice (or, in
the event the default is of such a nature that it cannot be remedied within
said thirty (30) day period, then such additional time as may be necessary for
Tenant to cure such default, within the thirty (30) day period and thereafter
diligently prosecutes the same to completion); or (c) vacate or abandon the
Premises, or fail to conduct business therein, for a period of five (5)
consecutive business days, and then fail to reoccupy and reestablish the
conduct of business in the Premises within ten (10) days following the date of
written notice from Landlord of such failure; then Landlord shall have all such
rights and remedies as are provided by law in respect of such default;
including, at Landlord’s election, the right to terminate this Lease, and all
Tenant’s rights hereunder shall be terminated.


The liability of the
Tenant for Rent, and other payments provided for herein shall not be
extinguished for the balance of this Lease, and Tenant shall make good to
Landlord any deficiency arising from such reletting of the Premises, plus the
costs and expenses of renovating, altering and reletting the Premises, and
including attorneys’ fees or brokers’ fees incident to Landlord’s reentry or
reletting. Tenant shall pay any such deficiency each month, as the amount
thereof is ascertained by Landlord, or, at Landlord’s option, Landlord may
recover, in addition to any other sums, the amount at the time of judgement by
which the unpaid Rent, and other payments for the balance of the term, after
judgement, exceeds the amount thereof which Tenant proves could be reasonably
avoided, discounted at the rate of 7%. In reletting the Premises, Landlord may
grant rent concessions and Tenant shall not be credited therefore. Nothing
herein shall be deemed to affect the right of Landlord to recover for
indemnification under Article X herein arising prior to the termination of this
Lease.


SECTION 2. Landlord shall
in no event be in default in the performance of any of its obligations in the
Lease contained unless and until Landlord shall have failed to perform such
obligation within thirty (30) days, or such additional time as is reasonably
required to correct any such default after notice by Tenant to Landlord
properly specifying wherein Landlord has failed to perform any such obligation.


ARTICLE XII.
INSURANCE


SECTION 1. Tenant covenants
and agrees that from and after the date of delivery of the Premises from
Landlord to Tenant and at all times during possession thereof, Tenant will
procure and maintain in full force and effect, at its sole cost and expense,
the following types of insurance, in the minimum amounts specified below:


A.     Public Liability and Property Damage.
Personal injury liability, bodily injury liability and property damage
insurance in a single limit of not less than One Million Dollars ($1,000,000),
of which insurance shall insure the performance by Tenant of the indemnity
agreement as to liability for injury to or death of persons and injury or
damage to property as provided in Article X hereof. All of such insurance shall
be primary and noncontributing with any insurance which may be carried by
Landlord. The adequacy of the coverage afforded by said liability and property
damage insurance shall be subject to review by Landlord from time to time, and
Landlord retains the right to increase or decrease said limits at such times.


B.     Tenant Improvements. Insurance
covering all of the lease-hold improvements, (excepting only the structural
components of the Building and demising partitions), and Tenant’s trade
fixtures, and personal property from time to time and/or upon the Premises, in
an amount not less than the full replacement cost thereof without deduction for
depreciation, providing protection against any peril included within the
classification “Fire and Extended Coverage”, together with insurance against
sprinkler damage, vandalism and malicious mischief. Any policy proceeds shall
be used for the repair or replacement of the property damaged or destroyed
unless this Lease shall cease and terminate under the applicable provisions
herein. If the Premises shall not be repaired or restored following damage or
destruction in accordance with other provisions herein, Landlord shall receive
from such insurance proceeds an amount equal to the replacement cost of the
Tenant’s leasehold improvements.



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C.     Business Interruption. Business
interruption insurance with sufficient coverage to provide for payment of rent
and other fixed costs during any interruption of Tenant’s business by reason of
fire or other similar cause.


SECTION 2.  All policies shall be for the mutual and joint
benefit and protection of Landlord and Tenant, with Landlord being named as an
additional insured. Certificates of such policies shall be delivered to
Landlord within ten (10) days after delivery of possession of the Premises to
Tenant and thereafter within thirty (30) days prior to the expiration of the
term of each such policy. All public liability and property damage policies
shall contain a provision that Landlord, although named as an insured, shall
nevertheless be entitled to recovery under said policies for any loss
occasioned to it, its servants, agents, and employees by reason of the acts,
omissions and/or negligence of Tenant. As often as any such policy shall expire
or terminate, renewal or additional policies shall be procured and maintained by
Tenant in like manner and to like extent. All policies of insurance must
contain a provision that the company writing said policy will give to Landlord
thirty (30) days’ notice, in writing, in advance of any cancellation or lapse,
or the effective date of any reduction in the amounts of insurance. All public
liability, property damage and other casualty policies shall be written as
primary policies, not contributing with and not in excess of coverage which
Landlord may carry. Landlord may, from time to time, request Tenant to provide
Landlord with a certified copy of all insurance coverage carried by Tenant.


SECTION 3.  Tenant agrees to pay to Landlord forthwith
upon demand the amount of any increase in premiums for insurance against loss
by fire that may be charged during the term of this Lease on the amount of
insurance maintained in force by Landlord on the Building, of which the
Premises are a part, resulting from Tenant doing any act in or about said
Premises which does so increase the insurance rates, whether or not Landlord
shall have consented to such act on the part of Tenant. If Tenant installs upon
the Premises any electrical equipment which constitutes an overload on the
electrical lines of the Premises, Tenant shall at its own expense make whatever
changes are necessary to comply with the requirements of the insurance
underwriters any governmental authority having jurisdiction thereover, but
nothing herein contained shall be deemed to constitute Landlord’s consent to
such overloading.


ARTICLE
XIII.  LIENS


Tenant shall keep the
Premises free and clear of, and shall indemnify Landlord against all mechanics’
liens and other liens on account of work done for or materials, supplies and
equipment furnished to Tenant by persons claiming under it for maintenance,
repairs and alterations. Tenant shall reimburse Landlord for all costs and
attorneys’ fees incurred by Landlord in investigating, defending or clearing
such lien to be cleared within thirty (30) days of filing of same unless Tenant
shall have provided security acceptable to landlord against any loss to
Landlord on account thereof. As a condition to Landlord’s consent pursuant to
Article VII, Landlord may require Tenant to provide Landlord with reasonable
payment and performance bonds of those persons contracted by Tenant to perform
work on or in the Premises that could be the subject of such a lien in order to
protect the Premises, the Landlord, and any mortgagee from and against liens of
mechanics and materialmen performing work in or providing services and
equipment to the Premises.


ARTICLE
XIV.  ASSIGNMENT; SUBLETTING; MORTGAGING


SECTION 1.  Tenant shall not voluntarily, involuntarily
or by operation of law assign, transfer, mortgage or otherwise encumber all or
any part of Tenant’s interest in this Lease, or sublet the Premises or any part
thereof, without first obtaining in each and every instance Landlord’s prior
written consent. Subject to the foregoing, Tenant shall not assign, transfer or
sublet the Premises, or any part thereof, at a rent to Assignee, Transferee or
Sublessee, greater than $20.00 per square foot. Any transfer of this Lease by
merger, consolidation, or liquidation, or any change in the ownership of, or
power to vote the majority of its outstanding voting stock resulting in a change
in ownership of more than 50% of the total issued and outstanding shares of
Tenant shall constitute an assignment for the purposes of the paragraph. If
consent is once given by Landlord to any such assignment or subletting, such
consent shall not operate as a waiver of the necessity for obtaining Landlord’s
consent to any subsequent assignment or subletting. Any legal costs incurred by
Landlord related to such assignment or subletting shall be paid by Tenant to
Landlord upon demand. Tenant shall provide Landlord with executed copies of any
Assignment. Transfer or Sublease Agreement entered into as provided herein.



 8














 


ARTICLE XV.
ESTOPPEL CERTIFICATE


Tenant shall at
any time and from time to time execute, acknowledge and deliver to Landlord a
statement in writing certifying: (a) that this Lease is unmodified and in full
force and effect (or if there has been any modification hereof that the same is
in full force and effect as modified and stating the nature of the modification
or modifications); (b) that to the best of its knowledge Landlord is not in
default under this Lease (or if any such default exists the specific nature and
extent thereof); and (c) the date to which rent and other charges have been
paid in advance, if any.


ARTICLE XVI. TAXES


SECTION 1. Tenant
shall pay before delinquency any and all taxes and assessments, and license,
sales, business, occupation or other taxes, fees or charges levied, assessed or
imposed upon its business operations in the Premises.


SECTION 2. Tenant
shall pay before delinquency any and all taxes and assessments levied, assessed
or imposed upon its trade fixtures, leasehold improvements, merchandise and
other personal property in, on, or upon the Premises.


SECTION 3. In the
event any taxes, fees or charges referred to in the preceding Section 1 and/or
Section 2 shall be assessed, levied or imposed upon in connection with the
business or property of Landlord, such assessment, taxes, fees or charges shall
be paid by Tenant to Landlord promptly upon Landlord’s request for such
payment.


SECTION 4.
Landlord shall pay before delinquency any and all costs and expenses of every
kind and nature for real estate ad valorem taxes, and/or fees, assessments,
charges, or payments in lieu thereof, to the Commonwealth of Kentucky, and/or
any political subdivision thereof, including, without limitation, Jefferson
County, and/or any city, municipality, agency or special district, the School
Board, Water Company, and/or the Metropolitan Sewer District, whether general
or special assessments, including, but not limited to, sewer rents, rates and
charges; draining fees; water charges; taxes based upon the receipt of rent;
and any other federal, state or local government charge, general, special,
ordinary or extra-ordinary (but not including income or franchise taxes or any
other taxes imposed upon or measured by Tenant’s net income or profits, unless
the same is imposed in lieu of real estate taxes), which may now or hereafter
be levied or assessed against the Building or the land on which the Building
and appurtenant parking areas and driveways are located.


If at any time
during the term of this Lease the method of taxation then prevailing shall be
altered so that any new tax, assessment, levy, imposition or charge shall be
imposed upon Landlord in place or partly in place of any such taxes and shall
be measured by or based in whole or in part upon the Building or the rents or
other therefrom, then all such new taxes, assessments, levies, imposition or
charge shall be imposed upon Landlord. Tenant shall be directly responsible for
taxes, if any, on Tenant’s personal property and on the value of Tenant’s
special leasehold improvements exclusive of standard building improvements.


ARTICLE XVII.
PRIORITY OF LEASE


This Lease shall,
unless Landlord otherwise elects, be subordinate to any and all mortgages and
other security instruments now existing, or which may hereafter be made
covering the Building and/or the real property underlying the same or any
portion or portions thereof, and for the full amount of all advances made or to
be made thereunder (without regard to the time or character of such advances),
together with interest thereon, and subject of all the terms and provisions
thereof and to any renewals, extensions, modifications and consolidations
thereof; and Tenant covenants within ten days of demand to make, execute,
acknowledge and deliver upon request any and all documents or instruments
demanded by Landlord which are or may be necessary or proper for more fully and
certainly assuring the subordination of this Lease to any such mortgages or
other security instruments, provided, however, that any person or persons
purchasing or otherwise acquiring any interest at any sale and/or other
proceedings under such mortgages or other security instruments may elect to
continue this Lease in full force and effect in the same manner, and with like
effect as such person or



 9
 






 



persons had been named as
Landlord herein, and in the event of such election, this Lease shall continue
in full force and effect as aforesaid, and Tenant hereby shall continue in full
force and effect as aforesaid, and Tenant hereby attorns and agrees to attorn
to such person or persons. Tenant hereby irrevocably appoints Landlord the
attorney-in-fact of Tenant, to execute and deliver any document provided for
herein, for and in the name of Tenant.


ARTICLE XVIII.
FIXTURES AND PERSONAL PROPERTY: SURRENDER


SECTION 1. Upon
the termination of this Lease, Tenant shall surrender to Landlord the Premises
(including, without limitation, all non-moveable leasehold improvements) in
good condition and repair reasonable wear, tear and damage by casualty not
caused by Tenant or its agents and employees excepted. All improvements,
additions, and fixtures made or installed from time-to-time by Landlord to, in,
upon, or about the Premises, including, but not limited to, all lighting
fixtures, shall be the property of Landlord and upon any such termination,
shall be surrendered to Landlord by Tenant without any injury, damage or
disturbance thereto or payment thereof.


SECTION 2. All
fixtures, furniture, movable partitions, machinery, equipment and other
personal property installed or placed in said Premises at the cost of or by
Tenant shall at times remain, be considered and treated as personal property of
Tenant and in no sense part of the real estate, and Tenant shall have the right
at any time during the term of this Leas and any extension thereof, or within a
period of ten (10) days after any termination hereof to remove the same or any
part threof from said Premises, provided, however, that upon the removal of any
such personal property, Tenant agrees to restore area from which the same has
been removed to substantially the same condition as it was prior to the
installation thereof and to the extent necessary to keep Premises in a leasable
and usable condition for future tenants. If Tenant fails to remove any such
personal property, Landlord may at Landlord’s option retain all or any such
property and title thereto shall thereupon vest in Landlord, Landlord may
remove from the Premises and dispose of in any manner all or any of such
property, in which latter event Tenant shall, upon demand, pay to Landlord the
actual expense of such removal and disposition, and the cost of repair of any
and all damage to the Premises resulting from or caused by such removal.


ARTICLE XIX. HOLD
OVER TENANCY


If Tenant shall,
without execution of a new Lease or written extension, and with consent of
Landlord, hold over after the expiration of the terms of this Lease, such
tenancy shall be a month-to-month tenancy, which may be terminated as provided
by law. During such tenancy, Tenant shall pay to Landlord the greater of (a)
the rental rate then being quote by Landlord for comparable space in the
Building; or (b) the Rent pursuant to Article III. During such tenancy, Tenant
shall be bound by all of the terms, covenants, and conditions as herein specified,
as far as applicable; provided, however that if Tenant fails to surrender the
Premises upon termination of this Lease, in addition to any other liabilities
to Landlord arising therefrom Tenant shall indemnify and hold Landlord harmless
from loss or liability resulting from such failure, including any claims made
by any succeeding Tenant founded on such failure.


ARTICLE XX. WAIVER
OF SUBROGATION


Landlord and
Tenant each releases and relieves the other and on behalf of its insurer(s)
waives its entire right of recovery against the other for loss or damage
arising out of or incident to the perils of fire, explosion, or any other
perils generally described in the “extended coverage” insurance endorsements
used in Louisville which occur in, on or about the Building and/or the
Premises, whether due to the negligence of such other party, its agents or
employees, or otherwise.


ARTICLE XXI.
NOTICES


Whenever in this
Lease it shall be required or permitted that notice, approval, advice, consent,
or demand be given or served by either party to this Lease to or on the other,
such notice or demand shall not be deemed to have been duly given or served
unless in writing and forwarded by certified or registered mail, addressed as
follows:


	
  To Landlord:

  	
  Jaytee Properties

  
	
   

  	
  Republic
  Corporate Center

  
	
   

  	
  601 West Market
  Street

  
	
   

  	
  Louisville,
  Kentucky 40202-2700

  
	
   

  	
  Attention: Mr.
  Steven E. Trager

  
	
   

  	
   

  
	
  To Tenant:

  	
  At the Premises

  



 



 10
 






 



Either party may
change such address by written notice by certified or registered mail to the
other.


ARTICLE XXII.
RIGHTS RESERVED BY LANDLORD


SECTION 1.
Landlord shall have the sole and exclusive right to designate (and from time to
time, in its discretion, re-designate) the name, address, number and/or designation
of the Building.


SECTION 2. Tenant
agrees and understands that the Landlord reserves the right to designate the
parking area for Tenant and its employees, in Landlord’s sole discretion, that
is determined by Landlord to be in the best interest of all tenants in the
Premises. After notice to Tenant of any violation of parking requirements, the
vehicle(s) found in violation shall be towed away at the expense of and the
responsibility of the Tenant.


ARTICLE XXIII.
CONDEMNATION


In the event that
during the term of this Lease the Premises as identified in Article I, Section
1 hereof, or any part thereof, or the use or possession thereof, is taken in
condemnation proceedings or by any right of eminent domain or for any public or
quasi-public use, this Lease and the term hereby granted shall terminate and
expire on the date when possession shall be taken by the condemnor, and rent
and all other charges payable hereunder shall be apportioned and paid in full
up to that date and all prepaid unearned rent and all other charges payable
hereunder shall forthwith be repaid by Landlord to Tenant, and Tenant shall not
be liable to Landlord for any rent or any other charges payable hereunder,
damage, or otherwise, for, or by reason of any matter or thing occurring
thereafter. Tenant hereby waives any and all rights in, or to any condemnation
awards. In the event that during the term of this Lease a material amount of
the parking area or a material amount of the use or possession thereof is taken
in condemnation proceedings or by any right of eminent domain or for any public
or quasi-public use and no alternative parking is provided, the term of this
Lease shall at the option of Tenant cease and terminate from the date of title
vesting in such proceeding.


ARTICLE XXIV.
GUARANTY PROVISIONS


In consideration
of the promises contained in the Lease and for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by the undersigned
Guarantor (if applicable), Guarantor for itself and its successors and assigns,
hereby unconditionally and jointly and severally guarantees to Landlord, its
successors and assigns, the prompt payment and performance when due of any and
all payments and obligations due and owing under this lease from Lessee, including
the lease and this guarantee; provided, however, anything contained in this
guarantee to the contrary notwithstanding, the maximum aggregate liability of
Guarantor hereunder shall not exceed One hundred ten thousand dollars
($118,900.00).


This guarantee
shall remain in effect so long as any of the aforesaid obligations have not
been fully paid or performed; provided, however, anything contained in this
guarantee to the contrary notwithstanding, this guarantee shall terminate on
the date of termination of this lease, currently 5 years from the Commencement
Date, except that such termination shall not affect the liability of Guarantor
with respect to (a) obligations created to incurred prior to such date, or (b)
rent, or other amounts, fees, costs, or expenses, including reasonable attorney
fees, incurred with respect to such obligations on or after such date.


This guarantee is
absolute, continuing and unlimited, without regard to the reliability, validity
or enforceability of any liability or obligation of the Tenant hereby
guaranteed, Landlord, its successors or assigns, shall not be required to
proceed first against the Guarantor or against any other person, firm,
corporation, or entity, or any one of them, for payment.


This guarantee is
a guarantee of payment, not of collection, and the Guarantor therefore agrees
that Landlord shall not be obligated prior to or as a condition of to seek
recourse against or receive payment from Guarantor. The liability of Guarantor
for payment of the obligations shall be absolute and unconditional.


This guarantee,
and all rights and obligations hereunder including matters of construction,
validity, and performance, shall be governed by the laws of the Commonwealth of
Kentucky and no defense given or allowed by



 11
 






 



the laws of any other
state or country shall be interposed on any action hereon unless such defense
is also given or allowed by the laws of the Commonwealth of Kentucky.


GUARANTOR HEREBY
KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY AND OBJECTION TO JURISIDICTION OR
VENUE IN CONNECTION WITH ANY ACTION, CLAIM, COUNTERCLAIM, CROSS-CLAIM, OR OTHER
LITIGATION OR PROCEEDING, BY WHOMSOEVER COMMENCED, CONNECTED WITH OR ARISING
OUT OF THIS LEASE OR THE OBLIGATOINS THEREUNDER.


ARTICLE XXV.
MISCELLANEOUS PROVISIONS


SECTION 1. The
term “Landlord” as used in this Lease, so far as covenants or obligations on
the part of Landlord are concerned, shall be limited to mean and include only
the owner or co-owners, at the time in question, of the Premises, and in the
event of any transfer or transfers of the title of Premises, Landlord herein
named (and in case of any subsequent transfers or conveyances, the then
grantor) shall be automatically freed and relieved from and after the date of
such transfer or conveyance of all liability as respects the performance or any
covenants or obligations on the part of Landlord contained in this Lease
thereafter to be performed.


SECTION 2. The
captions of Articles of this Lease are for convenience only and shall not be
considered or referred to in resolving questions of interpretation or
construction.


SECTION 3. The
terms “Landlord and Tenant”, wherever used herein shall be applicable to one or
more persons, as the case may be, and the singular shall include he plural, and
the neuter shall include the masculine and the feminine, and if there be more
than one, the obligations hereof shall be jointly and several.


SECTION 4. The
word “person” and the word “persons” wherever used in this Lease shall both
include individuals, partnerships, firms, associations, and corporations of any
other form of business entity.


SECTION 5. The
various rights, options, elections, powers, and remedies contained in this
Lease shall be construed as cumulative and no one of them shall be exclusive of
any of the others, or of any other legal or equitable remedy which either party
might otherwise have in the event of breach or default in the terms thereof,
and the exercise of one right or remedy by such party shall not impair its
right to any other right or remedy until all obligations upon the other party
have been fully performed.


SECTION 6. Time is
of the essence with respect to the performance of each of the covenants and
agreements under this Lease.


SECTION 7. Each
and all of the provisions of this Lease shall be binding upon and inure to the
benefit of the parties hereto and, except as set forth in Section 1 of this
Article and as otherwise specifically provided elsewhere in this Lease, their
respective heirs, executors, administrators, successors, and assigns, subject
at all times, nevertheless, to all agreements and restrictions contained
elsewhere in this Lease with respect to the assignment, transfer, encumbering
or sub-letting of all or any part of Tenant’s interest in this Lease.


SECTION 8. This
Lease shall be interpreted in accordance with the law of the Commonwealth of
Kentucky.


SECTION 9. No
waiver of any default by Tenant hereunder shall be implied from any omission by
Landlord to take any action on account of such default if such default persists
or is repeated, and no express waiver shall affect any default other than the
default specified in the express waiver, and that only for the time and to the
extent therein stated. The acceptance by Landlord of rent with knowledge of the
breach of any of the covenants of this lease by Tenant shall not be deemed a
waiver of any such breach. One or more waivers of any breach or covenant, term
or condition of this Lease shall not be construed as a waiver of any subsequent
breach of the same covenants, term or condition. The consent or approval by
Landlord to or of any act by Tenant requiring Landlord’s consent or approval
shall not be deemed to waived or render unnecessary Landlord’s consent or
approval to or of any subsequent similar acts by Tenant.


SECTION 10. If
Tenant shall default in the performance of any covenant on its part to be
performed by virtue of any provisions of this Lease, Landlord may, after any
notice and the expiration of any period with respect



 12
 






 



thereto as required
pursuant to the applicable provisions of this Lease, perform the same for the
account of Tenant. If Landlord, at any time, is compelled to pay or elects to
pay any sum of money or do any acts which would require payment of any sum of
money by reason of the failure of Tenant, after any notice and the expiration
of any period with respect thereto, as required pursuant to the applicable
provisions of the Lease, to comply with any provisions of this Lease, the sum
or sums so paid by Landlord with interest, costs and damages, shall be deemed
to be additional rental hereunder and shall be due from Tenant to Landlord on
the first day of the month following the incurring of such respective expenses,
except as otherwise herein specifically provided.


SECTION 11. If
Tenant or Landlord shall bring any action for any relief against the other,
declaratory or otherwise, arising out of this Lease, including any suit by
Landlord for the recovery of rent, additional rent or other payments hereunder
or possession of the Premises, the losing party shall pay the prevailing party
a reasonable sum of attorney’s fees in such suit, at trial and on appeal, and
such attorney’s fees shall be deemed to have accrued on the commencement of
such action.


SECTION 12. This
Lease contains all covenants and agreements between Landlord and Tenant
relating in any manner to the rental, use and occupancy of the Premises and
Tenant’s licensed use of the Building and other matters set forth in this
Lease. No prior agreement or understanding pertaining to the same shall be
valid or of any force or effect, and the covenants and agreements of this Lease
cannot be altered, changed, modified or added to except in writing signed by
Landlord and Tenant. No representation, inducement, understanding or anything
of any nature whatsoever made, stated or represented on Landlord’s behalf,
either orally or in writing (except this Lease) has induced Tenant to enter
into this Lease.


SECTION 13. Any
provision or provisions of this Lease which shall prove to be invalid, void or
illegal shall in no way affect, impair or invalidate any other provision
hereof, and the remaining provisions hereof shall nevertheless remain in full
force or effect.


SECTION 14. Except
with respect to those conditions, covenants and agreements of this Lease which
by their nature could only be applicable after the commencement of, during or
throughout the term of this Lease, all of the other conditions, covenants and
agreements of this Lease shall be deemed to be effective as of the date of
execution of this Lease.


SECTION 15.
Landlord and Tenant each represents that neither is responsible for any real
estate brokerage fee and shall indemnify each other against loss, cost,
liability or expense incurred by either as a result of any claim asserted by
any such broker, finder or other person on the basis on any arrangements or
agreements made or alleged to have been made by or on behalf of either Landlord
or Tenant, as the case may be.


IN WITNESS WHEREOF, the
parties have caused this Lease to be duly executed and delivered as of the day
and year first above written.



 13
 






 



 


	
  ATTEST:

  	
   

  	
  JAYTEE PROPERTIES

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BY:

  	
  /s/ Jan Hyland

  	
   

  	
  BY:

  	
  /s/ Steve Trager

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  NAME:

  	
  Steve Trager

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TITLE:

  	
  General Partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
  ANDERSON INSURANCE AGENCY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BY:

  	
  /s/ Linda Lamble

  	
   

  	
  BY:

  	
  /s/ Eric E. Anderson

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  NAME:

  	
  Eric E. Anderson

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TITLE:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GUARANTOR:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NAME:

  	
   

  	
   

  
														



 



 14
 






 



EXHIBIT A


Landlord shall provide to
following base construction for the Premises:


1.             Concrete Floor


2.             Equipped bathrooms with exterior doors.


3.             No interior demising walls.


4.             Sprinkler heads.


Electrical specifications
provided by Landlord:


1.             200 amp service.


2.             RJ 21 telephone outlet.


3.             Connection to standard HVAC.


Landlord will provide a
Twenty Dollar ($20.00) per square foot Tenant buildout allowance on Tenant’s
useable square footage in an amount not to exceed $$22,000.


Tenant shall use only
licensed and insured contractors approved by Landlord.  Paid contractors will provide Tenant and
Landlord proof of insurance and will sign Lien Waivers at the time of
Payment.  Tenant will submit bills for
payment or draws on completed work to Landlord timely as received.


All additional work to be
provided by Tenant and approved and supervised by Landlord prior to
installation.



 15
 






 



EXHIBIT B

RULES AND REGULATIONS


1.                                       No
advertisement, sign, lettering, notice or device shall be placed in or upon the
Premises or the Building, including any windows, walls and exterior doors,
except such as may be approved in writing by Landlord.


2.                                       Lettering
upon the doors as required by Tenant shall be made by the sign company
designated by Landlord, but the cost shall be paid by Tenant. The directories
of the Building will be provided exclusively for the display of the name and
location of Tenant and its designated representative only and Landlord reserves
the right to exclude any other names therefrom.


3.                                       No
additional locks shall be placed upon any doors of the Premises, and Tenant
agrees not to have any duplicate keys made without the consent of Landlord. If
more than two keys for any door lock are desired, such additional keys shall be
paid for by Tenant. Upon termination of this Lease, Tenant shall surrender all
keys.


4.                                       No
furniture, freight, supplies not carried by hand or equipment of any kind shall
be brought into or removed from the Building without the consent of Landlord.
Landlord shall have the right to limit the weight and size and to designate the
position of all safes and other heavy property brought into the Building. Such
furniture, freight, equipment, safes and other heavy property shall be moved in
or out of the Building only at the times and in the manner permitted by
Landlord. Landlord will not be responsible for loss of or damage to any of the
items above referred to, and all damage done to the Premises or the Building by
moving or maintaining any of such items shall be repaired at the expense of
Tenant. Any merchandise not capable of being carried by hand shall utilize hand
trucks equipped with rubber tires and rubber side guards.


5.                                       The
entrances, corridors, stairways and elevators shall not be obstructed by
Tenant, or used for any other purpose than ingress or egress to and from
Premises. Tenant shall not bring into or keep any animal within the Building,
or any bicycle or other type of vehicle.


6.                                       Tenant
shall not disturb other occupants of the Building by making an undue or
unseemly noise, or otherwise. Tenant shall not, without Landlord’s prior
written consent, install or operate in or on Premises any machine or machinery
causing noise or vibration perceptible outside the Premises, electric heater,
stove or machinery or any kind or carry on any mechanical business thereon, or
keep or use thereon oils, burning fluids, camphene, kerosene, naphtha,
gasoline, or other coustible materials. No explosives shall be brought into the
Building.


7.                                       Tenant
shall not mark, drive nails, screw or drill into woodwork or plaster, paint or
in any way deface the Building or any part thereof, or the Premises or any part
thereof, or fixtures therein. The expense of remedying any breakage, damage or
stoppage resulting from a violation of this rule shall be borne by Tenant.


8.                                       If
Tenant installs upon the Premises any electrical equipment which constitutes an
overload on the electrical line serving the Premises or the Building, Tenant
shall make all necessary changes to reduce such overload, or at the option of
Landlord, eliminate such equipment as Landlord deems necessary to reduce the
electrical capacity required to serve the Premises.


9.                                       Canvassing,
soliciting, and peddling in the Building is prohibited and Tenant shall
cooperate to prevent such activity.


10.                                 The
requirements of Tenant will be attended to only upon application at the
Landlord’s office in the Building. Building employees shall not perform any work
or do anything outside of the regular duties, except on issuance of special
instructions from the office of the Building. If the Building employees are
made available for the assistance of Tenant, Landlord shall be paid for their
services by Tenant at reasonable hourly rates. No Building employee will admit
any person (Tenant or otherwise) to any office without specific instructions
from the office of the Building.



 16
 






 



11.                                 Landlord
reserves the right to close and keep locked all entrance and exit doors of the
Building on Sundays, legal holidays, and between the hours of 9:00 p.m. of any
day and 7:00 a.m. of the following day, and during such further hours as
Landlord may deem advisable for the adequate protection of the Building and the
property of the tenants. Tenant shall have 24-hour access to the Premises.


12.                               Landlord
has designated the entire Building and all leased premises therein as a NO
SMOKING BUILDING. Tenant agrees to use its best efforts to support and enforce
the no smoking designation with its employees, agents, guests and invitees.



 17