Exhibit 10.1


FIRST AMENDMENT TO LEASE


THIS FIRST AMENDMENT TO LEASE (this “Amendment”)
is dated for reference purposes as of July 17, 2006, between I&G PEACHTREE
CORNERS, L.L.C., a Delaware limited liability company (“Landlord”), and XTEND NETWORKS, INC., a
Delaware corporation (“Tenant”).


R
E C I T A L S


A.            Landlord’s predecessor in title and Tenant
entered into a certain Lease Agreement, dated as of January 20, 2005 (the “Lease”). 
Under the terms of the Lease, Landlord leases to Tenant approximately
5,740 rentable square feet situated in Suite 210  (the “Existing Premises”) of the building
commonly known as The Corners Office Park located at 6625 The Corners Parkway,
Norcross, GA 30092 (the “Building”).


B.            The parties desire to amend the Lease to
provide for (i) the relocation of Tenant to certain space on the first floor of
the Building stipulated to contain 14,654 rentable square feet situated in
Suites 100 and 120 (the “New Premises”),
as outlined on the diagram attached as Exhibit A, (ii) the termination
of the Lease with respect to the Existing Premises, (iii) the extension of the
Term, and (iv) certain other agreements, all as set forth in and subject to the
terms and conditions contained in this Amendment.


NOW, THEREFORE, in consideration of these premises and other good and
valuable consideration, the receipt and legal sufficiency of which are hereby
acknowledged, the parties agree as follows:


1.             Capitalized
Terms. 
All capitalized terms which are not specifically defined in this
Amendment and which are defined in the Lease will have the same meaning for
purposes of this Amendment as they have in the Lease.


2.             Lease
Term. 
Subject to the terms and conditions set forth in this Amendment, the
Term is hereby extended to expire on the last day of the calendar month in
which the day immediately preceding the fifth annual anniversary of the Rent
Effective Date (as defined in Paragraph 3 below) occurs (the “Revised Term Expiration Date”).  The period beginning on the New Premises
Effective Date (as defined in Paragraph 3(d) below) and ending on the Revised
Term Expiration Date is referred to as the “Revised
Term”.


3.             New Premises. 
Effective as of the New Premise Effective Date, Landlord leases to
Tenant, and Tenant leases from Landlord, the New Premises.  The “New Premises Effective Date” means the date which is 60 days after the later to occur of (a) the
date this Amendment is fully executed by the parties hereto, and (b) a building
permit has been issued to Landlord for performance of the Work (as defined in
the Work Letter), subject to the provisions of this Amendment.  Except as otherwise expressly provided below
in this Paragraph 3, Landlord will have no liability to Tenant for failure to
deliver possession of the New Premises to Tenant with the Work substantially
completed by the date set forth above. If Landlord fails to deliver possession
of the New Premises by such date with the Work substantially completed for any
reason other than a Tenant Delay (as defined in the Work Letter), the New
Premises Effective Date will be deferred until Landlord delivers possession of
the New Premises with the Work substantially completed.  If Landlord fails to



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deliver
possession of the Premises by such date with the Work substantially completed
due to a Tenant Delay, then the New Premises Effective Date will not be
deferred.  Landlord and
Tenant agree, upon demand by the other, to execute and deliver a Commencement
Date Agreement in the form of Exhibit C attached within 15 days
after such request.


If Landlord fails to deliver possession of the
New Premises with the Work substantially complete on or before the New Premises
Effective Date (plus one additional day for each day that substantial
completion of the Work is delayed due to a Tenant Delay, as defined in the Work
Letter, or due to an Unavoidable Delay (as defined in the Lease), Landlord will
grant to Tenant a credit (the “Rent Credit”) equal to $722.66 multiplied by the
number days in the period beginning on the day immediately following the New
Premises Effective Date and ending on the day on which Landlord delivers to
Tenant possession of the New Premises with the Work substantially completed,
inclusive.  Except for such Rent Credit,
as herein provided, there will be no other liability against Landlord for
failure to complete the Work or deliver possession of the New Premises.   Landlord will apply such Rent Credit (if
any) against Base Rent coming due under this Lease in the order in which such
Base Rent becomes due.


Effective
as of the New Premises Effective Date:


(a)           except as otherwise provided in this
Amendment, all references in the Lease and this Amendment to the term “Premises”
will mean the New Premises, and shall not include the Existing Premises.  The Lease, as amended hereby, shall be of no
further force and effect with respect to the Existing Premises, and Tenant
shall not be liable for any obligations under the Lease with respect to the
Existing Premises (except for those obligations with respect to the Existing
Premises which would survive the termination of the Lease), but Tenant shall be
liable for all obligations under the Lease with respect to the New Premises
which accrue from and after the New Premises Effective Date.  Within 15 business days after the New Premises
Effective Date, Tenant will deliver to Landlord possession of the Existing
Premises in the condition required by Section 17 of the Lease.  Section 18 of the Lease (Holding Over) will
apply to Tenant’s failure to vacate the Existing Premises within the required
time;


(b)           all references in the Lease to the rentable
square footage of the Premises will be deemed to be 14,654 rentable square feet
for the New Premises;


(c)           Tenant’s Proportionate Share will be deemed
to be 14.1908% (14,654 rentable square feet in the New Premises divided by
103,264 rentable square feet in the Building); and


(d)           The “Rent Effective Date”
shall mean the 60th calendar day after the New Premises Effective
Date, unless the New Premises Effective Date is the first day of a calendar
month, in which case the “Rent Effective Date” means the first day of the 3rd calendar month of the Revised
Term.



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4.             Rental.


(a)           Effective
as of the Rent Effective Date, Tenant shall pay Base Rent for the New Premises
as follows:


	
  PERIOD

  (may be less than

  12 calendar months)

  	
   

  	
  BASE RENT

  (annualized)

  	
   

  	
  MONTHLY INSTALLMENTS

  OF BASE RENT

  	
   

  
	
  New Premises
  Effective Date through the day immediately preceding the Rent Effective Date

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $0.00

  ($0.00 x 14,654 rsf ÷12)

  	
   

  
	
  Rent Effective
  Date through the last day of the first Lease Year

  	
   

  	
  $

  	
  263,772.00

  	
   

  	
  $21,981.00

  ($18.00 x 14,654 rsf ÷ 12)

  	
   

  
	
  First day of the
  second Lease Year through the last day of the second Lease Year

  	
   

  	
  $

  	
  271,685.16

  	
   

  	
  $22,640.43

  ($18.54 x 14,654 rsf ÷ 12)

  	
   

  
	
  First day of the
  third Lease Year through the last day of the third Lease Year

  	
   

  	
  $

  	
  279,891.36

  	
   

  	
  $23,324.28

  ($19.10 x 14,654 rsf ÷ 12)

  	
   

  
	
  First day of the
  fourth Lease Year through the last day of the fourth Lease Year

  	
   

  	
  $

  	
  288,244.20

  	
   

  	
  $24,020.35

  ($19.67 x 14,654 rsf ÷ 12)

  	
   

  
	
  First day of the
  fifth Lease Year through the last day of the fifth Lease Year

  	
   

  	
  $

  	
  296,890.08

  	
   

  	
  $24,740.84

  ($20.26 x 14,654 rsf ÷ 12)

  	
   

  
	
  First day of the sixth
  Lease Year through the last day of the Revised Term

  	
   

  	
  $

  	
  305,829.00

  	
   

  	
  $25,485.75

  ($20.87 x 14,654 rsf ÷ 12)

  	
   

  



 


A “Lease Year” shall be each twelve (12)
month period beginning on the New Premises Effective Date; provided, however,
if the New Premises Effective Date is not the first day of the month, the first
Lease Year shall commence on the New Premises Effective Date and end on the
last day of the 12th calendar month thereafter and the second and
each succeeding Lease Year shall commence on anniversaries of the first day of
the calendar month immediately following the calendar month in which the New
Premises Effective Date occurs.


(b)           Under
Section 3(b) of the Lease, beginning on January 1, 2007, Tenant shall continue
to pay Tenant’s Proportionate Share of the excess of actual Operating Expenses
for each calendar year over the Operating Expense Base, which shall be the
Operating Expenses incurred by Landlord in the base year 2006 and such
Operating Expenses shall continue to be “grossed up” in the manner set forth in
the last grammatical sentence of Section 3(c) of the Lease.



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5.             Preparation
and Condition of New Premises.  Commencing on the New Premises Effective
Date, Landlord is leasing the New Premises to Tenant “AS IS” and “With All
Faults”, without any representations or warranties of any kind (including,
without limitation, any express or implied warranties of merchantability,
fitness or habitability).  However, to
the extent indicated in the Work Letter attached to this Amendment as Exhibit
B (the “Work Letter”),
Landlord will cause the New Premises to be improved in accordance with the
Plans (as defined in the Work Letter) and on the terms, conditions and
provisions as provided in the Work Letter. 
Landlord will have no responsibility for the cost of the Work except as
expressly provided in the Work Letter. 
Landlord will use commercially reasonable efforts to complete the Work
within the time provided in the Work Letter, but Landlord will have no
liability to Tenant for any delays in the performance or completion of the
Work, except as expressly described in Paragraph 3 above.


Taking possession of the New Premises by Tenant will be conclusive
evidence as against Tenant that the New Premises were in good and satisfactory
condition when possession was so taken, except as otherwise expressly provided
in the Work Letter.


6.             Other Provisions. 
Paragraph 1 (Contingent Right to Terminate) of Exhibit G (Special
Stipulations) to the Lease is hereby deleted in its entirety.


7.             Guaranty.  Contemporaneously with Tenant’s
execution of this Amendment and delivery thereof to Landlord, Tenant will
deliver to Landlord a guaranty from VYYO Inc., (the “Guarantor”),
guarantying Tenant’s obligations under the Lease, as amended by this
Amendment.  Such guaranty will be in a
form reasonably acceptable to Landlord.


8.             Security Deposit.  The
amount of the Security Deposit set forth in Section 1(n) of the Lease shall be
amended to be $43,962.00.  Tenant shall
deliver the portion of the Security Deposit not previously delivered to
Landlord under the Lease ($35,830.33) to Landlord concurrent with the delivery
of this Amendment executed by Tenant.


9.             Authority;
Not Restricted.  Landlord and Tenant each represent and
warrant to the other that this Amendment has been duly authorized, executed and
delivered by and on behalf of each party hereto and constitutes the valid and
binding agreement of Landlord and Tenant in accordance with the terms hereof.  Tenant warrants and represents to Landlord
that Tenant is not, and shall not become, a person or entity with whom Landlord
is restricted from doing business with under regulations of the Office of
Foreign Asset Control (“OFAC”) of
the Department of the Treasury (including, but not limited to, those named on
OFAC’s Specially Designated and Blocked Persons list) or under any statute,
executive order (including, but not limited to, the September 24, 2001,
Executive Order Blocking Property and Prohibiting Transactions With Persons Who
Commit, Threaten to Commit, or Support Terrorism), or other governmental action
and is not and shall not engage in any dealings or transaction or be otherwise
associated with such persons or entities.


10.           Real
Estate Brokers. Each party hereto
hereby represents and warrants to the other that in connection with this
Amendment, the party so representing and warranting has not dealt with any real
estate broker, agent or finder, except for Jones Lang LaSalle Americas, Inc.
and The Staubach Company-Southeast, Inc. (together, the “Brokers”), and, to its knowledge no other
broker initiated or participated in the negotiation of this



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Amendment, submitted or showed the applicable
premises to Tenant or is entitled to any commission in connection with this
Amendment.  Each party hereto will
indemnify, defend and hold harmless the other against any and all claims,
costs, liabilities and expenses (including, without limitation, reasonable
attorneys’ fees) in connection with any inaccuracy in such party’s
representation.  Landlord hereby agrees
that it will pay a commission to the Brokers according to a separate agreement.


11.           Stipulation.  The New Premises are stipulated for all
purposes to contain the number of rentable square feet as set forth in this Amendment.  Unless otherwise expressly provided herein,
any statement of square footage set forth in this Amendment, or that may have
been used in calculating rental, is an approximation which Landlord and Tenant
agree is reasonable and the rental based thereon is not subject to revision
whether or not the actual square footage is more or less.


12.           Counterparts.  This Amendment may be executed in any number
of counterparts and by each of the undersigned on separate counterparts, and
each such counterpart will be deemed to be an original, but all such
counterparts will together constitute but one and the same Amendment.


13.           Time
of Essence.  Time is of the essence of this Amendment.


14.           No
Offer. 
Submission of this instrument for examination or negotiation will not
bind Landlord, and no obligation on the part of Landlord will arise until this
Amendment is executed and delivered by both Landlord and Tenant.


15.           Entire
Agreement. 
This Amendment and the Lease contain all the terms, covenants,
conditions and agreements between Landlord and Tenant relating to the
relocation of the Premises and the extension of the Term and the other matters
provided for in this instrument.  In the
event of a conflict between the terms of the Lease and the terms of this
Amendment, the terms of this Amendment shall control.  No prior or other agreement or understanding
pertaining to such matters other than the Lease will be valid or of any force
or effect.  This Amendment may only be
modified by an agreement in writing signed by Landlord and Tenant.


16.           Limitation
on Liability.  The liability of Landlord to Tenant under
this Amendment will be limited as
provided in Section 29(xxi) of the Lease, which Section is incorporated herein
by reference as though fully set forth herein.



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17.           Lease
in Full Force and Effect.  As modified hereby, the Lease and all of the
terms and provision thereof remain in full force and effect and are
incorporated herein as if herein fully recited.


 


	
  

  	
  TENANT: XTEND NETWORKS, INC., a

  Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Avner Kol

  	
   

  
	
   

  	
   

  
	
   

  	
  Name: Avner Kol

  Title: Chief Operating Officer

  Date: July 7, 2006

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  I&G PEACHTREE CORNERS, L.L.C., a

  Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  LaSalle Income & Growth Fund IV,

  its managing member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Allison
  McFaul

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Allison McFaul

  Title: Vice President

  Date: July 12, 2006

  
							



 



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Exhibit A


New Premises Floor Plan



  
  














 


Exhibit B


Work Letter


1.             PLANNING.


The space plan, dated May 15, 2006 (P-4, P-4A,
P-4B) and prepared by Schneider Wright (the “Space
Planner”), is attached to this Work Letter (the “Space Plan”).   Within 5 business days after Tenant’s
execution and delivery of this Amendment to Landlord, Tenant will (or will
cause the Space Planner to) devote such time in consultation with Landlord and
Landlord’s architect (the “Architect”)
as Landlord deems reasonably necessary to furnish to Landlord or the Architect
by such date such other information relative to the New Premises as Landlord
may deem reasonably necessary to enable the Architect to commence on or before
such date architectural plans and specifications (the “Proposed Architectural Plans”) for
improving the New Premises.  The
information to be furnished by Tenant and the Space Planner to the Architect
will include but not be limited to:


a.             Special loading, such as the location of file
cabinets or special equipment.


b.             Openings in the walls or floors.


c.             Special electrical, air conditioning or plumbing
work.


d.                                      Location and
dimensions of telephone equipment rooms, and telephone and electrical outlets.


e.             Partitions - locations and type, including doors
and hardware.


f.              Color selection of painted areas.


g.                                      Selection of floor
covering (such as, without limitation, carpet color) and any special wall
covering.


Within
5 business days after the Proposed Architectural Plans have been submitted to
Tenant, Tenant agrees to provide the Architect with Tenant’s (a) written approval
of such Proposed Architectural Plans and to redeliver the Proposed
Architectural Plans to the Architect for submission to Landlord for Landlord’s
final approval, or (b) written disapproval of such Proposed Architectural Plans
stating in reasonable detail the reasons for such disapproval and the
corrections necessary, and to redeliver the Proposed Architectural Plans to the
Architect for revision.  Tenant’s
approval of the Proposed Architectural Plans will not be unreasonably
withheld.  If Tenant so disapproves such
Proposed Architectural Plans, the Architect will modify the Proposed
Architectural Plans, taking into account the reasons given by Tenant for
disapproval, and will submit the revised Proposed Architectural Plans to Tenant
for approval. Within 5 business days after the revised Proposed Architectural
Plans have been submitted to Tenant, Tenant agrees to provide the Architect
with Tenant’s written approval of such revised Proposed Architectural Plans and
to redeliver the Proposed Architectural Plans to the Architect for submission
to Landlord for Landlord’s final approval. 
If Tenant fails to redeliver the Proposed Architectural Plans with
Tenant’s approval (or disapproval, with reasons stated) to the Architect within
such 5 business day period, or after the Architect’s revision of the Proposed
Architectural Plans at Tenant’s request, Tenant fails to redeliver the revised
Proposed Architectural Plans with Tenant’s approval to the Architect within
such 5 business day period, such failure shall constitute a Tenant Delay (as
defined below).



  
  
 






 



After
final approval of the Proposed Architectural Plans by Landlord (as so approved,
the “Approved Architectural Plans”),
Landlord will cause such Approved Architectural Plans to be delivered to the
Landlord’s engineer (the “Engineer”)
for the preparation of final mechanical and electrical plans and specifications
(the “Engineering Plans”; the
Approved Architectural Plans and the Engineering Plans are referred to
collectively as the “Plans”).  For purposes of this Work Letter, the “Work” means: (A) purchase and installation
of the improvements and items of work shown on the Plans, (B) installation of
all telephone, voice/data and computer cables, conduit and equipment, and (C)
any demolition, preparation or other work required in connection therewith.


2.             COST OF THE WORK; ALLOWANCE.


2.1           Cost of the Work.  Except for the
Allowance to be provided by Landlord as described below, Tenant will pay all
costs (the “Cost of the Work”)
associated with the Work whatsoever, including, without limitation, all costs
for or related to:


a.             the so-called “hard costs” of the Work,
including, without limitation, costs of labor, hardware, equipment and
materials, contractors’ charges for overhead and fees, and so-called Ageneral conditions” (including rubbish
removal, utilities, freight elevators, hoisting, field supervision, building
permits, occupancy certificates, inspection fees, utility connections, bonds,
insurance, and sales taxes);


b.             the so-called “soft costs” of the Work, including,
without limitation, the Space Plans, the Proposed Architectural Plans, the
Approved Architectural Plans, and the Engineering Plans, and all revisions to
the foregoing, and any and all engineering reports or other studies, reports or
tests, air balancing or related work in connection therewith; and


c.             an amount equal to
4% of the total of the costs described in clauses a. and b. above, to cover
Landlord’s overhead expenses and to compensate Landlord for its services
hereunder.


Within
15 days after the Plans are finalized, Landlord will obtain and furnish to
Tenant written estimates of the hard
costs component of the Cost of the Work. 
Such estimates will contain a guarantied maximum or fixed price amount
(subject to unforeseen conditions, change orders, governmental requirements,
and the like).  Such price proposal will
be subject to Tenant’s review and approval, which will not be unreasonably
withheld.  Unless otherwise agreed to in
writing by Tenant, Landlord will request the bids of three responsible
contractors and will select the lowest responsible bidder as the contractor for
the Work.  If Tenant fails to approve or
disapprove in writing such estimates within 3 business days after Tenant’s
receipt of such estimates, Tenant will be deemed to have approved the lowest
bidder, and Landlord may complete the Work without further authorization or
approval of Tenant.  The contractor whose
bid is selected by Landlord and approved or deemed approved (as provided above)
by Tenant is referred to as the “Contractor”.  Should Tenant desire to seek adjustments of
such price proposal, Tenant will work promptly with the Architect and the
Contractor to alter the Plans as necessary to cause the hard costs price
quotation based thereon to be acceptable to Tenant and to establish the revised
estimated Cost of the Work.  Upon
determination of the revised estimated Cost of the Work and initialing of the
Plans, Tenant will be deemed to have given final approval of the same, and
Landlord will be deemed to 



  
  
 






 



have been authorized to proceed with contracting
with the Contractor for the performance of the Work in accordance with the
Plans as so revised.  In the event that
the estimated Cost of the Work exceeds the Allowance, Tenant must deposit with
Landlord a sum equal to the difference between said estimated Cost of the Work
and the Allowance.  Any delay by Tenant
in approving the estimated Cost of the Work (beyond the three business days
after Tenant’s receipt of the price proposals), and in the event the estimated
Cost of the Work exceeds the Allowance, any delay (beyond 5 business days after
Tenant’s receipt of a written invoice for the same) in Tenant depositing with
Landlord a sum equal to the difference between said estimated Cost of the Work
and Landlord’s Allowance, will constitute a Tenant Delay.  Prior to commencing the Work, Landlord and
the Contractor will enter into a construction contract for the performance of
the Work called for by the Plans, for a price equal to or not to exceed the
hard cost component of the estimated Cost of the Work approved or deemed
approved by Tenant (subject to unforeseen conditions, change orders,
governmental requirements, and the like).


2.2           Allowance.  Landlord will provide a
construction allowance (the “Allowance”)
of up to $337,042.00 toward the Cost of the Work.  The Allowance may not be used for any other
purpose, such as, but not limited to, furniture, trade fixtures or personal
property.  Landlord will have no
obligation to disburse the Allowance or any portion thereof so long as any
Event of Default (as defined in the Lease) exists and is continuing.  If all or any portion of the Allowance is not
used by December 31, 2006, Landlord will be entitled to the savings and Tenant
will receive no credit therefor.


2.3           Payment.  Landlord will pay the Cost of
the Work up to, but not exceeding, the Allowance.  The Allowance will be utilized before Tenant’s
funds deposited with Landlord for the excess of the Cost of the Work over the
Allowance.  To the extent that the
estimated Cost of the Work exceeds the Allowance, Tenant will pay the excess to
Landlord pursuant to Section 2.1 and 2.4 of this Work Letter.  An amount equal to the total actual Cost of
the Work over the Allowance and over any amounts deposited with Landlord
pursuant to Sections 2.1 and 2.4 hereof will be paid by Tenant to Landlord
upon substantial completion of the Work, but in no case later than initial
occupancy by Tenant.  Tenant’s failure to
pay or deposit, as the case may be, any amounts due Landlord under this Work
Letter when due will constitute a failure by Tenant to pay rent when due under
the Lease and will constitute an Event of Default by Tenant under the Lease,
and Landlord will have all of the remedies available to it under the Lease for
nonpayment of rent.


2.4           Tenant Initiated Change Orders.  If
at any time after the Cost of the Work is estimated, Tenant desires to make
changes in the Plans, Tenant will submit to the Architect any and all such
proposed changes, and the Architect will prepare for pricing by the Contractor
working drawings and specifications for any and all such desired changes.  All such changes will be subject to Landlord’s
approval, which will not be unreasonably withheld or delayed unless such change
would result in a material delay in the completion of the Work.  Once accepted by Landlord, such changes will
be processed as a formatted change order under the Contract or other
appropriate document, and all references in this Work Letter to the “Plans”
will be to the Plans adopted pursuant to the procedures hereinabove set forth,
as changed and modified pursuant to this Section, and the Cost of the Work will
be deemed to include the net aggregate cost of such changes (after taking into
account any savings effected by any such change order).  If any such change Tenant desires to make in
the Plans would increase the estimated Cost of the Work in excess of the
Allowance, Tenant



  
  
 






 



may
be required to deposit with Landlord the anticipated amount of such increase in
the Cost of the Work in excess of the Allowance as a condition to Landlord’s
approval of the Plans or any Tenant-initiated change orders thereto.


3.             SUBSTANTIAL COMPLETION; TENANT DELAY.  Subject to the other terms and conditions of
this Work Letter and the foregoing Amendment, Landlord will proceed diligently
with the performance of the Work.  The
actual New Premises Effective Date will be governed by the foregoing
Amendment.  All work to be done in the
New Premises, including, without limitation, the Work, will be subject to
Landlord’s approval, and no work may be undertaken in the New Premises until
such approval is given.  The Work will be
deemed substantially completed upon (i) completion of construction of the
Work in substantial accordance with the Plans (excepting only such punch list
items that will not materially adversely affect Tenant’s occupancy and use of
the New Premises for their intended purpose) and (ii) if required by
applicable law, Landlord’s receipt of a temporary or permanent certification or
other authorization from the applicable governmental authority permitting
occupancy of the New Premises, unless Tenant’s actions or omissions have caused
such approvals to be denied, in which case Tenant will be deemed to have waived
this condition.  For purposes of this
Work Letter, each one or more of the following constitutes a “Tenant Delay”:


a.             Tenant’s failure to approve or disapprove
(with stated reasons) the Proposed Architectural Plans within the required
time, or Tenant’s proposing changes to the Architectural Plans that are
inconsistent with or beyond the scope of work called for by the Space Plan or
information theretofore furnished by Tenant or its Space Planner to Landlord or
the Architect; or


b.             Tenant’s disapproval of cost estimates for
the Work; or


c.             Tenant’s request for materials, finishes or
installations constituting “long-lead items,” as reasonably determined by
Landlord; provided, however, that Landlord shall inform Tenant of any items
that require long-lead times upon receipt by Landlord of such information; or


d.             Tenant’s failure to respond within any of the
time periods specified herein, or Tenant’s failure to deposit (or delay in
depositing) any sum Tenant is obligated to deposit with Landlord; or


e.             Tenant’s request for changes in the Work, or
in the Plans (notwithstanding Landlord’s approval of any such changes) after
Tenant’s preliminary approval thereof, including, without limitation, any
changes in the Plans made at the request of Tenant upon Tenant’s receipt of the
cost estimates in accordance with Paragraph 2; or


f.              Any other act or omission by Tenant or its
agents, including, without limitation, the Space Planner, which directly or
indirectly delays completion of the Work or Landlord’s delivery to Tenant of
possession of the New Premises.


4.             ACCESS BY TENANT PRIOR TO NEW PREMISES
EFFECTIVE DATE.  Landlord will permit
Tenant and Tenant’s agents to enter the New Premises prior to the date
specified as the New Premises Effective Date in order that Tenant may make the
New Premises ready



  
  
 






 



for
Tenant’s use and occupancy.  Such entry
prior to the New Premises Effective Date will constitute a license only and not
a lease and such license will be conditioned upon:  (a) Tenant working in harmony and not
interfering with Landlord and Landlord’s agents, contractors, workmen, mechanics
and suppliers in doing the Work, or the Work in the Building or with other
tenants and occupants of the Building; (b) Tenant obtaining in advance Landlord’s
approval of the contractors proposed to be used by Tenant and depositing with
Landlord in advance of any work (i) security satisfactory to Landlord for the
completion thereof, (ii) general contractor’s affidavit for proposed work and
waiver of lien from general contractor, all subcontractors and suppliers of
material; (c) Tenant furnishing Landlord with such proof of insurance and other
security as Landlord may reasonably require. 
Tenant agrees that Landlord will not be liable in any way for any
injury, loss or damage which may occur to any of Tenant’s property placed or
installations made in the New Premises prior to the New Premises Effective
Date, the same being at Tenant’s sole risk and Tenant agrees to protect,
defend, indemnify and save harmless Landlord from all liabilities, costs,
damages, fees and expenses arising out of or connected with the activities of
Tenant or its agents, contractors, suppliers or workmen in or about the New
Premises or the Project.  Tenant further
agrees that any entry and occupation permitted under this paragraph will be
governed by Paragraph 7 of the Lease and all other terms of the Lease.


5.             WARRANTY. 
Landlord will enforce for the full period thereof, any warranties for
the Work granted for the benefit of Landlord.


6.             MISCELLANEOUS.


A.            The New Premises must be keyed to permit
entry by the Building master key.


B.            Except to the extent otherwise indicated
herein, the initially capitalized terms used in this Work Letter will have the
meanings assigned to them in the Amendment to which this Work Letter is
attached, or in the Lease.


C.            The terms and provisions of this Work Letter
are intended to supplement and are specifically subject to all the terms and
provisions of Amendment and the Lease.


D.            This Work Letter may not be amended or
modified other than by supplemental written agreement executed by authorized
representatives of the parties hereto.


E.             Any Space Plan or other plans that may be
attached to or referred to in this Work Letter are subject to the approval of
the applicable governmental authority, and will be subject to such revisions as
may be required by the applicable governmental authority.


F.             Landlord’s preparation or review and approval
of the Plans and the performance of the Work shall not create or imply any
responsibility or liability on the part of Landlord with regard to the
completeness and design sufficiency of both the Plans and the Work, or with
regard to the compliance of the Plans and the Work with all laws, rules and
regulations of governmental agencies.



  
  
 






 



Attachment 1 to Exhibit B


Plans



  
  














 


Exhibit C


Commencement Date Agreement


It is hereby agreed among the parties to that certain First Amendment
to Lease, dated                 ,
2006, relating to the relocation of the Premises to Suites 100 and 120, in the
building located at 6625 The Corners Parkway, Norcross, Georgia (the ALease@) between XTEND NETWORKS, INC., a Delaware
corporation (ATenant@), and I&G PEACHTREE CORNERS, L.L.C., a Delaware limited liability
company (ALandlord@) that:


The New Premises Effective Date under the
First Amendment to Lease is                    .


The Rent Effective Date under the First
Amendment to Lease is                   .


The Revised Term Expiration Date under the
First Amendment to Lease is                   .


The actual dates of the periods for which
Base Rent are due are as follows:


	
  PERIOD

  (may be less than

  12 calendar months)

  	
   

  	
  BASE RENT

  (annualized)

  	
   

  	
  MONTHLY INSTALLMENTS

  OF BASE RENT

  	
   

  
	
   New Premises Effective Date (                   )
  through the day immediately preceding the Rent Effective Date (                   )

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $0.00

  ($0.00 x 14,654 rsf ÷12)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   Rent Effective Date (                   )
  through the last day of the first Lease Year (                   )

  	
   

  	
  $

  	
  263,772.00

  	
   

  	
  $21,981.00

  ($18.00 x 14,654 rsf ÷ 12)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   First day of the second Lease Year (                   )
  through the last day of the second Lease Year (                   )

  	
   

  	
  $

  	
  271,685.16

  	
   

  	
  $22,640.43

  ($18.54 x 14,654 rsf ÷ 12)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   First day of the third Lease Year (                   )
  through the last day of the third Lease Year (                   )

  	
   

  	
  $

  	
  279,891.36

  	
   

  	
  $23,324.28

  ($19.10 x 14,654 rsf ÷ 12)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   First day of the fourth Lease Year (                   )
  through the last day of the fourth Lease Year (                   )

  	
   

  	
  $

  	
  288,244.20

  	
   

  	
  $24,020.35

  ($19.67 x 14,654 rsf ÷ 12)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   First day of the fifth Lease Year (                   )
  through the last day of the fifth Lease Year (                   )

  	
   

  	
  $

  	
  296,890.08

  	
   

  	
  $24,740.84

  ($20.26 x 14,654 rsf ÷ 12)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   First day of the sixth Lease
  Year (                   )
  through the last day of the Revised Term (                   )

  	
   

  	
  $

  	
  305,829.00

  	
   

  	
  $25,485.75

  ($20.87 x 14,654 rsf ÷ 12)

  	
   

  










 



IN
WITNESS WHEREOF, Landlord and Tenant have executed this Statement as of the
date hereof.


	
  TENANT: XTEND NETWORKS, INC.

  	
  LANDLORD: I&G PEACHTREE CORNERS, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
  Date:

  	
   

  	
  , 200

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
   

  	
  , 200