450 NORTHRIDGE PARKWAY LEASE

THIS LEASE, made this 27 ^th day of March, 2006, effective as of the 1 ^st day of January, 2006 (the “Commencement Date”), between ROBERTS PROPERTIES RESIDENTIAL L.P. , a Georgia limited partnership (herein called “Landlord”), and ROBERTS PROPERTIES CONSTRUCTION, INC. , a Georgia corporation (herein called “Tenant”);

WHEREAS , Landlord is the owner of that certain building situated at 450 Northridge Parkway, Fulton County, Atlanta, Georgia 30350 (herein called the “Building”) and located on the property (herein called the “Land”; the Land, the parking area adjacent to the Building, and the Building are herein collectively called the “Property”) described on Exhibit “A” , attached hereto and by this reference incorporated herein and made a part hereof; and

WHEREAS , Tenant wishes to lease from Landlord approximately 1,542 rentable square feet on the third (3 ^rd ) floor of the Building being Suite 301, which area is crosshatched on the diagram marked Exhibit “B” , attached hereto and by this reference incorporated herein and made a part hereof (herein called the “Premises”);

NOW, THEREFORE, in consideration of the payment of the rent and all other charges and payments hereunder and the keeping and performance of the covenants, agreements, terms, provisions, and conditions by Tenant as hereinafter set forth, Landlord does hereby lease to Tenant, and Tenant does hereby lease from Landlord, the Premises, subject to all matters hereinafter set forth and upon and subject to the covenants, agreements, terms, provisions and conditions of this Lease for the term hereinafter stated. Tenant hereby accepts the Premises in their condition existing as of the date hereof and hereby acknowledges that Landlord has not made any representation or warranty as to the suitability of the Premises for the conduct of Tenant’s business. No easement for light or air is included in this Lease for the Premises and Property.

FOR AND IN CONSIDERATION of the leasing of the Premises as aforesaid, the parties hereby covenant and agree as follows:

1.   TERM. 

The term (herein called the “Lease Term”) of this Lease commenced on the Commencement Date and, unless sooner terminated under the provisions hereof, shall expire at 11:59 p.m. on December 31, 2006. Tenant acknowledges that it is currently in possession of the Premises and that Landlord shall have no delivery of possession requirement hereunder. “Lease Year” shall mean each consecutive twelve (12) month period during the Lease Term commencing with the Commencement Date.

2.   RENT. 

2.1   Base Rent.  Commencing on the Commencement Date, the annual base rent (“Annual Base Rent”) for the Premises shall be TWENTY-NINE THOUSAND TWO HUNDRED NINETY-EIGHT AND NO/100 DOLLARS ($29,298.00). The Annual Base Rent shall be payable in equal monthly installments of TWO THOUSAND FOUR HUNDRED FORTY-ONE AND 50/100 DOLLARS ($2,441.50) in advance on the first day of each and every calendar month during the Lease Term (“Base Rent”). Base Rent shall be prorated at the rate of 1/30th of the Base Rent per day for any partial month.

2.2   Payment; Late Charge; Past Due Rate .  Tenant shall pay the rent and all other sums, amounts, liabilities, and obligations which Tenant herein assumes or agrees to pay, whether designated Base Rent, additional rent, costs, expenses, damages, losses, or otherwise, (all of which are herein collectively called “Rent”) as herein provided promptly at the times and in the manner herein specified without demand, deduction, setoff, abatement, counterclaim, defense, or prior notice. Tenant hereby acknowledges that late payment to Landlord of Rent or other sums due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. If any Rent is not received by Landlord within five (5) days after the date on which it is due, Tenant shall pay Landlord a late charge equal to five percent (5%) of the amount of such past due payment, plus any attorney’s fees and costs incurred by Landlord by reason of Tenant’s failure to pay Rent when due, notwithstanding the date on which such payment is actually paid to Landlord. If such Rent is not paid within thirty (30) days of the date on which it was originally due, then, in addition to such late charge, Tenant shall pay Landlord interest on such Rent from the date on which it was originally due until the date it is actually paid at a rate per annum equal to the lesser of (i) the prime rate of interest announced by Wachovia Bank of Georgia, N.A., or its successors, from time to time for 90-day unsecured loans to its best commercial customers plus five percent (5%) or (ii) the maximum nonusurious rate permitted by applicable law of the state in which the Building is located or the United States of America, whichever shall permit the higher nonusurious rate, such interest being in addition to and cumulative of any other rights and remedies which Landlord may have with regard to the failure of Tenant to make any such payments under this Lease. Any such late charge and interest shall be due and payable at the time of actual payment of the Rent. Any Rent payable to Landlord by Tenant shall be paid in cash or by check at the office of Landlord, Suite 302, 450 Northridge Parkway, Atlanta, Georgia 30350, or at such other place or places as Landlord may from time to time designate in writing.

3.   OPERATING EXPENSES. 

3.1   Payment; Base Year .  During the Lease Term, Tenant shall pay to Landlord as additional rent Tenant’s Proportionate Share of Common Operating Expenses (as hereinafter defined) for the ensuing calendar year in excess of the actual Common Operating Expenses during the calendar year 2006 (herein called the “Base Year”). The amount of such additional rent shall be paid by Tenant to Landlord in equal monthly installments in advance on the first day of each month of such ensuing calendar year, at the same time and in the same manner as Base Rent. Tenant’s Proportionate Share of Common Operating Expenses shall be prorated as necessary for any year during which this Lease is in effect for less than a full twelve month calendar year. Common Operating Expenses and Tenant’s Proportionate Share of Common Operating Expenses shall be calculated on an accrual basis and estimated in accordance with Section 3.4 below.

3.2   Proportionate Share .  “Tenant’s Proportionate Share of Common Operating Expenses” shall mean, for each calendar year (or portion thereof), 4.1% of the Operating Expense Amount (defined below), which percentage is calculated by dividing the rentable area of the Premises (numerator) by the rentable area of the Building (denominator), and expressing the fraction as a percentage. As of the date hereof, the rentable area of the Building is 37,864 square feet. As used herein, the “Operating Expense Amount” shall mean, for each calendar year, or portion thereof, the amount by which the Common Operating Expenses exceeds the Base Year Common Operating Expenses.

3.3   Common Operating Expenses .  For purposes of this Lease, the term “Common Operating Expenses” shall consist of all “operating costs” (as hereinafter defined) for the Property. For purposes of this Lease, the term “operating costs” shall mean all expenses, costs and disbursements, subject to the exclusions set forth in Section 3.3.13 hereof, relating to or incurred or paid in connection with the ownership, operation, maintenance and repair of the Property, computed in accordance with generally accepted accounting principles, consistently applied, including, but not limited to, the following:

3.3.1   The wages, salaries and attributable overhead expenses of all employees that are not excluded under Section 3.3.13 and that are engaged in the operation, maintenance, security and/or access control of the Property, including, without limitation, employers’ Social Security taxes, unemployment, and any other taxes which may be levied on or with respect to such wages, salaries, and attributable overhead expenses as well as insurance and benefits relating thereto (to the extent that persons are engaged with respect to more than one building, wages and salaries relating to such persons shall be equitably apportioned between all such buildings based upon Landlord’s reasonable estimate of the time spent by each such person on each building relative to their total time on all buildings).

3.3.2   The cost of all supplies, tools, equipment and materials used in the operation and maintenance of the Property, including rental fees for the same, if such items are not purchased and amortized pursuant to this Section 3.3.

3.3.3   The cost of water, sewer, heating, lighting, ventilation, electricity, air conditioning, and any other utilities supplied or paid for by Landlord for the Property (excluding those costs billed to specific tenants) and the cost of maintaining the systems supplying the same, including, but not limited to, any utility and service costs incurred by Landlord under Section 6 hereof.

3.3.4   The cost of all maintenance and service, including the agreements relating thereto, of the Property and the equipment therein, including, but not limited to, window cleaning, elevator maintenance, janitorial service, pest control, landscaping maintenance and access control.

3.3.5   The cost of all sprinkler systems, fire extinguishers, fire hoses, security services and protective services or devices rendered to or in connection with the Property or any part thereof.

3.3.6   Insurance premiums for insurance for the Property required to be maintained by Landlord hereunder or which Landlord deems appropriate, including, but not limited to, premiums for insurance maintained by Landlord under Section 9.1, business interruption, rental abatement, or liability insurance, and the cost of deductibles paid on claims made by Landlord.

3.3.7   The cost of repairs and general maintenance of the Property, including, but not limited to: maintenance and cleaning of common areas and facilities; lawn mowing, gardening, landscaping, and irrigation of landscaped areas; line painting, pavement maintenance, sweeping, and sanitary control; removal of snow, trash, rubbish, garbage, and other refuse; the cost of personnel to implement such services, to direct parking, and to police the common facilities; the cost of exterior and interior painting; all maintenance and repair costs incurred under Section 7.1 or Section 10; and the cost of maintenance of sewers and utility lines.

3.3.8   The amortization, together with financing charges, of the cost of capital investment items which are installed for the purpose of reducing operating expenses, promoting safety, complying with governmental requirements or maintaining the high quality nature of the Property.

3.3.9   All taxes, assessments, and governmental or other charges, general or special, ordinary or extraordinary, foreseen or unforeseen, which are levied, assessed, or otherwise imposed against the Property, street lights, personal property or rents, or on the right or privilege of leasing the Property, collecting rents therefrom or from parking vehicles thereon, by any federal, state, county, or municipal government or by any special sanitation district or by any other governmental or quasi-governmental entity that has taxing or assessment authority, and any other taxes and assessments attributable to the Property or its operation, together with the reasonable cost (including attorneys, consultants and appraisers) of any negotiation, contest or appeal pursued by Landlord in an effort to reduce any such tax, assessment or charge, and all of Landlord’s administrative costs in relation to the foregoing (herein collectively called the “Impositions”), but exclusive of federal, state or local income taxes of Landlord, inheritance taxes, estate taxes, gift taxes, transfer taxes, excess profit taxes and any taxes imposed in lieu of such taxes. If at any time during the Lease Term, the present method of taxation or assessment shall be so changed that the whole or any part of the Impositions now levied, assessed or imposed on real estate and the improvements thereon shall be discontinued or changed and as a substitute therefor, or in lieu of or in addition thereto, taxes, assessments, levies, impositions or charges shall be levied, assessed and/or imposed wholly or partially as a capital levy or otherwise on the rents received from the Property or the rents reserved herein or any part thereof, then such substitute or additional taxes, assessments, levies, impositions or charges, to the extent so levied, assessed or imposed, shall be deemed to be included within the Impositions and the operating costs. Tenant will be responsible for ad valorem taxes on its personal property and on the value of the leasehold improvements in the Premises to the extent the same exceed building standard allowances, and if the taxing authorities do not separately assess Tenant’s leasehold improvements, Landlord may make a reasonable allocation of the ad valorem taxes allocated to the Property to give effect to this sentence. Landlord may take reasonable steps to protest any increase in real estate or ad valorem taxes and assessments on the Building or the Land including without limitation Landlord’s timely response to any notice of increase of assessed value of the land on which the Building is located.

3.3.10   All management expenses attributable to the Property, including, but not limited to: administrative expenses associated with collecting rent, arranging for and assuring continuity of Property services, supervising maintenance or repair, enforcing rules and regulations and generally assuring compliance with the terms of this and other leases; salaries or wages of persons employed or contracted to manage the Property (to the extent that persons are engaged with respect to more than one building, wages and salaries relating to such persons shall be equitably apportioned between all such buildings based upon Landlord’s reasonable estimate of the time spent by each such person on each building relative to their total time on all buildings); the cost of supplies and materials, equipment and furnishings necessary for such management functions; the cost of telephone service, attributable overhead expenses and any other expenses and management fees directly relating to the management of the Property; provided, however, such management expenses and fees shall not exceed five percent (5%) of the gross revenues of the Property during the Lease Term.

3.3.11   All assessments, costs, expenses or other charges imposed upon the Building pursuant to that certain Amended and Restated Declaration of Reciprocal Easements dated August 12, 1994, recorded in Deed Book 18640, page 098, Fulton County, Georgia Land Records, as amended (the “Declaration”).

3.3.12   Reasonable cost of rent for management office within the Property applicable to the Building.

3.3.13   Anything in this Lease to the contrary notwithstanding, there shall be excluded from operating costs the following items:

(a) Repairs or other work occasioned by fire, windstorm or other casualty of an insurable nature to the extent that Landlord receives compensation, or by the exercise of eminent domain to the extent that Landlord receives compensation.

(b) Leasing commissions, attorneys’ fees, costs and disbursements and other expenses incurred in connection with negotiations or disputes with tenants, other occupants, or prospective tenants.

(c) The costs of renovating or otherwise improving or decorating, painting or redecorating space for tenants or other occupants in particular; however, any such costs incurred with respect to the common areas of the Property shall be included within operating costs.

(d) Landlord’s costs for electricity and other services that are sold to tenants and for which Landlord receives a reimbursement by tenants as an additional charge or rental.

(e) Costs incurred by Landlord for alterations or improvements which are considered capital improvements or replacements under generally accepted accounting principles, except those permitted by Section 3.3.8 hereof.

(f) Depreciation and amortization, except for the amortization permitted by Section 3.3.8 hereof.

(g) Costs of a capital nature including but not limited to capital improvements, capital repairs, capital equipment and capital tools; however, those costs of a capital nature permitted by Section 3.3.8 hereof shall be included within operating costs.

(h) Expenses in connection with services or other benefits of a type provided to other tenants but which are not made available to Tenant.

(i) Wages, salaries or other compensation or benefits for any officers or employees of Landlord above the grade of Building Manager.

(j) Interest, payment due under any note, deed to secure debt, or mortgage encumbering the Building in which the Premises is located or under any rental under any underlying superior lease or ground lease.

Nothing contained in this Section 3, including, but not limited to, the definition of “operating costs” contained in subsection 3.3 hereof, shall imply any duty on the part of Landlord to pay any expense or provide any service not otherwise imposed by the express terms of this Lease.

3.4   Gross-Up Adjustment .  If the Building is less than fully occupied or if Building standard Landlord services are not provided to the entire Building during the Base Year or any period thereafter, then Operating Expenses for the Base Year or such later period shall be “grossed up” by Landlord to that amount of Operating Expenses that, using reasonable projections, would normally be expected to be incurred during the Base Year or such later period if the Building was one hundred percent (100%) occupied and receiving Building standard Landlord services during the Base Year or later period, as determined under generally accepted accounting principles consistently applied.

3.5   Manner of Payment .       (a) For the purpose of estimating the Common Operating Expenses during each subsequent year after the Base Year, prior to each December 31 ^st during the Lease Term Landlord shall estimate the amount of Common Operating Expenses and Tenant’s Proportionate Share of Common Operating Expenses for the ensuing calendar year or, if applicable, remaining portion thereof and notify Tenant in writing of such estimate. Such estimate shall be made by Landlord in the exercise of its sole discretion and not subject to arbitration.

(b) On or before April 30 ^th during the Lease Term, or as soon thereafter as reasonably practical, Landlord shall give Tenant a Statement (“Statement”) showing Tenant the amount of actual Common Operating Expenses for the previous calendar year. Delay by Landlord in providing to Tenant any Statement shall not relieve Tenant from the obligation to pay any Expense increase upon the rendering of such Statement. If Tenant’s Proportionate Share of Common Operating Expenses for such calendar year proves to be greater than the estimated amount, Landlord shall invoice Tenant for the deficiency as soon as practicable after the amount of underpayment has been determined, and Tenant shall pay such deficiency to Landlord within fifteen (15) days following its receipt of such invoice. If, however, Tenant’s Proportionate Share of Common Operating Expenses for such calendar year is lower than the estimated amount, Tenant shall receive a credit toward the next ensuing monthly payment or payments of the estimated amount of Tenant’s Proportionate Share of Common Operating Expenses in an amount of such overpayment until depleted, provided however that (i) in no event shall Tenant’s Proportionate Share of Common Operating Expenses be deemed to be less than zero, and (ii) in the event of the expiration or other termination of this Lease, Tenant shall be refunded such overpayment as soon as practicable thereafter after the amount of overpayment has been determined.

3.6   Additional Expenses .  Tenant shall also pay as additional rent all other charges, costs and expenses which are not included within Common Operating Expenses and which are incurred by Landlord as a result of any use of the Premises by Tenant. The amount of such additional rent shall be paid by Tenant to Landlord in advance on the first day of each month of such ensuing calendar year, at the same time and in the same manner as Base Rent, or within ten (10) days of Tenant’s receipt of a statement therefor from Landlord if such charges, costs and expenses are not incurred monthly and are billed separately by Landlord.

3.7   Audit Right .  In the event that within ninety (90) days after Tenant’s receipt of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Common Operating Expenses charged by Landlord include costs that are not properly included within the term “Common Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right to audit Landlord’s books and records in accordance with this paragraph. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager at the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the Building relating to Common Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. If, within thirty (30) days after Landlord’s receipt of the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant shall notify Landlord if Tenant wishes to employ an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) to inspect and audit Landlord’s books and records for the Building relating to the objections raised in Tenant’s statement. Such audit shall be limited to a determination of whether or not Landlord calculated the Common Operating Expenses in accordance with the terms and conditions of this Lease and normal and customary accounting methods used by owners of similar buildings in the area for calculating Tenant’s Common Operating Expense increase. All costs and expenses of any such audit shall be paid by Tenant. Any audit performed pursuant to the terms of this section shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager at the Building. If Landlord has overcharged Tenant for Tenant’s Proportionate Share of the Common Operating Expense increase for any year, Landlord shall pay the amount of such overpayment to Tenant. If Common Operating Expenses are overstated by more than ten percent (10%), then Landlord agrees to pay the reasonable costs of such audit, not to exceed the lesser of Two Thousand and No/100 Dollars ($2,000.00) per audit or the amount of the overcharge. If Landlord has undercharged Tenant for Tenant’s Proportionate Share of the Common Operating Expense increase, Tenant shall promptly pay the amount of such underpayment to Landlord. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this section only in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently ended. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and void. Notwithstanding anything contained herein to the contrary, Tenant shall have no right to audit Landlord’s books and records for a particular calendar year if another tenant in the Building has conducted an audit of Landlord’s books for the same calendar year in question. In such event, Landlord shall provide Tenant with a copy of the result of such audit and Tenant shall be bound by the results of such audit.

4.   SECURITY DEPOSIT.  Intentionally Omitted.

5.   USE.

5.1   Permitted Use .  Tenant and its permitted assignees and subtenants shall use the Premises only for general office purposes, not in violation of the Declaration, and for no other use or purpose without the prior written consent of Landlord. No act shall be done in or about the Premises that is unlawful or that will increase the existing rate of insurance on the Building. In the event of a breach of this covenant, Tenant shall immediately cease the performance of such unlawful act or such act that is increasing or has increased the existing rate of insurance and shall pay to Landlord any and all increases in insurance premiums resulting from such breach. Tenant shall operate its business in the Premises during the entire Lease Term and in a reputable manner in compliance with all applicable laws, ordinances, regulations, covenants, restrictions, and other matters shown on the public records, now in force or hereafter enacted. Tenant will not permit, create, or maintain by itself or by any of its employees, invitees, customers, patrons, guests, agents, representatives, or contractors any disorderly conduct, trespass, noise, or nuisance whatsoever about the Premises or Building which has a tendency to annoy or disturb any persons either within or outside the Building and shall not permit its employees, invitees, customers, patrons, guests, agents, representatives, or contractors to loiter within or around the Building or any of the common areas.

5.2   Covenants .   Tenant shall not commit or allow to be committed any waste upon the Premises, or any public or private nuisance or other act or thing which disturbs the quiet enjoyment of any other tenant in the Building. Tenant shall not place or maintain machines, equipment, or other apparatus which causes vibrations or noise that may be transmitted to the Building structure or to any space to such a degree as to be objectionable to Landlord or to any tenant, occupant, or other person in the Building. Tenant shall not, without Landlord’s prior consent, install any equipment, machine, device, tank or vessel which is subject to any federal, state or local permitting requirement. Tenant, at its expense, shall comply with all laws, statutes, ordinances and governmental rules, regulations or requirements governing the installation, operation and removal of any such equipment, machine, device, tank or vessel. Neither Tenant nor any of Tenant’s employees, agents or invitees shall place or maintain within the Premises any stoves, ovens or space heaters, except with the prior written consent of Landlord in each instance. Tenant shall not make or permit any smoke or odor that is objectionable to the public or to other occupants of the Building, to emanate from the Premises, and shall not create, permit, or maintain a nuisance thereon, and shall not do any act tending to injure the reputation of the Building or the Property. Tenant shall cause all loading and unloading of any goods or materials delivered to or sent from the Premises to be done only in the loading dock area of the Premises or, if no loading dock area is located at the Premises, then at the loading dock area of the Building or such other dock area as Landlord may designate. Under no circumstances shall Tenant allow any goods or materials delivered to or sent from the Premises to be stored on, accumulate on or obstruct the loading dock area, dumpster pad, sidewalks, driveways, parking areas, entrances or other public areas or spaces of the Building or the Property. Tenant acknowledges that violations of this Section 5.2 shall constitute a material breach of this Lease. Tenant shall not perform or permit any work, including, but not limited to, assembly, construction, mechanical work, painting, drying, layout, cleaning, or repair of goods or materials, to be done on the loading dock, sidewalks, driveways, parking areas, landscaped areas of the Building or the Property. Tenant shall not abandon or vacate the Premises at any time during the Lease Term. Tenant, at its expense, shall comply with all laws, statutes, ordinances, governmental rules, regulations or requirements, and the provisions of any recorded documents now existing or hereafter in effect relating to its use, operation or occupancy of the Premises and shall observe such reasonable rules and regulations as may be adopted and made available to Tenant by Landlord from time to time for the safety, care and cleanliness of the Premises or the Building and for the preservation of good order therein. The current rules and regulations for the Building are attached hereto as Exhibit “D” . Without limiting the foregoing, Tenant agrees to be wholly responsible at Tenant’s sole cost and expense for any accommodations or alterations which need to be made to the Premises to comply with the provisions of the Americans With Disabilities Act of 1990, as amended (the “ADA”). Tenant hereby accepts the Premises in its “AS-IS, WHERE-IS” condition as it is currently in possession of the Premises.

5.3   Occupancy of Premises .  Tenant shall throughout the Term of this Lease, at its own expense, maintain the Premises and all improvements thereon, and shall deliver up the Premises in a clean and sanitary condition at the expiration or termination of this Lease or the termination of Tenant’s right to occupy the Premises by Tenant, in good repair and condition, reasonable wear and tear excepted. In the event Tenant should neglect to maintain and/or return the Premises in such manner, Landlord shall have the right, but not the obligation, to cause repairs or corrections to be made, and any reasonable costs therefor shall be payable by Tenant to Landlord within ten (10) days of demand therefor by Landlord. Upon the expiration or termination of this Lease or the termination of Tenant’s right to occupy the Premises by Tenant, Landlord shall have the right to reenter and resume possession of the Premises. No act or thing done by Landlord or any of Landlord’s agents during the Lease Term shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept a surrender of the Premises shall be valid unless the same be made in writing and executed by Landlord. Tenant shall notify Landlord at least fifteen (15) days prior to vacating the Premises and shall arrange to meet with Landlord for a joint inspection of the Premises. If Tenant fails to give such notice or to arrange for such inspection, then Landlord’s inspection of the Premises shall be deemed correct for the purpose of determining Tenant’s responsibility for repair and restoration of the Premises.

6.   UTILITIES AND SERVICE.

6.1   Utilities .  Except to the extent directly contracted for by Tenant, Landlord shall furnish or cause to be furnished to the Premises between 7:00 a.m. and 7:00 p.m. Monday through Friday and between 8:00 a.m. and 1:00 p.m. on Saturdays, exclusive of all holidays, subject to any rules and regulations of the Building, water and sewer services suitable for Tenant’s intended use of the Premises, electricity as set forth in Section 6.2 hereof, heat and air conditioning required in Landlord’s reasonable judgment for the comfortable use and occupancy of the Premises. As used in this Section 6.1, the term “holiday” shall mean New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Landlord shall provide lighting facilities for the common entries, hallways, stairways, and restroom facilities in the Building. Tenant will install and pay for its own telephone service.

6.2   Electrical Services .  Landlord, at Landlord’s sole cost and expense, shall cause to be furnished to the Premises, a total of six (6) watts per square foot of rentable area of electrical capacity, three (3) of such watts for low voltage electrical consumption (120/208 volts) for convenience outlets, and three (3) of such watts for lighting and high voltage electrical consumption (277/480 volts) (each such rated electrical design load to be hereinafter referred to as the “Building standard rated electrical design load”). Tenant shall be allocated Tenant’s pro rata share of the Building standard circuits provided on the floor(s) Tenant occupies.

Should Tenant’s fully connected electrical design load exceed the Building standard rated electrical design load for either low or high voltage electrical consumption, or if Tenant’s electrical design requires low voltage or high voltage circuits in excess of Tenant’s share of the Building standard circuits, Tenant shall be responsible for complying with any of Landlord’s requirements in connection therewith, including, without limitation, installing (at Tenant’s expense) one (1) additional high voltage panel and/or one (1) additional low voltage panel with associated transformer (which additional panels and transformers shall be hereinafter referred to as the “additional electrical equipment”). If the additional electrical equipment is installed because Tenant’s low or high voltage rated electrical design load exceeds the applicable Building standard rated electrical design load, then a meter may also be added at Landlord’s option (at Tenant’s expense) to measure the electricity used through the additional electrical equipment.

The design and installation of any additional electrical equipment (or related meter) required by Tenant shall be subject to the prior approval of Landlord (which approval shall not be unreasonably withheld). All expenses incurred by Landlord in connection with the review and approval of any additional electrical equipment shall also be reimbursed to Landlord by Tenant. Tenant shall also pay on demand the actual metered cost of electricity consumed through the additional electrical equipment (if applicable), plus any actual accounting expenses incurred by Landlord in connection with the metering thereof.

If any of Tenant’s electrical equipment requires conditioned air in excess of Building standard air conditioning, Tenant shall pay all design, installation, metering and operating costs relating thereto, all of which shall be subject to Landlord’s prior approval.

If Tenant requires that certain areas within the Premises must operate in excess of the normal Building operating hours set forth above, at Landlord’s option the electrical service to such areas may be separately circuited and metered such that Tenant shall be billed the costs associated with electricity consumed during hours other than Building operating hours.

6.3   Janitorial Services .  Landlord shall furnish Tenant janitorial service five (5) days per week, exclusive of holidays (as defined in Section 6.1 herein), in a manner that Landlord reasonably deems to be consistent with the standard of the Building; provided, however, if Tenant’s floor coverings or other improvements require special care, Tenant shall pay the additional cleaning cost attributable thereto.

6.4   Cessation of Services .  Landlord shall not be held liable for any damage or injury suffered by Tenant or by any of Tenant’s licensees, agents, invitees, servants, employees, contractors, or subcontractors or any other person or entity engaged, invited, or allowed to come onto the Premises by Tenant (herein collectively called “Tenant Parties”), resulting directly, indirectly, proximately, or remotely from the installation, use, or interruption of any service to the Premises or Building, including, but not limited to, temporary failure to supply any heating, air conditioning, electrical, water, or sewer services, or other utilities, or any of them nor shall such failure be construed as an eviction of Tenant. No temporary failure to provide services shall relieve Tenant from fulfillment of any covenant of this Lease, including, without limitation, the covenant to pay any Rent in the manner and amounts, and promptly at the times set forth herein.

7.   REPAIR AND MAINTENANCE. 

7.1     Landlord’s Repairs .  Landlord shall keep the roof, foundation, exterior walls, structural and load bearing walls, common areas, heating, air conditioning, mechanical and electrical systems, and all sewer and utility lines of the Building including, but not limited to, all sewer connections, plumbing, heating appliances, wiring, and glass, in good order and repair, shall furnish Tenant all Building standard florescent bulb replacement in all areas and all incandescent bulb replacement in the common areas and service areas within the Building. Notwithstanding anything to the contrary contained herein and except as otherwise provided in the preceding sentence, Landlord shall have no obligation to maintain, replace, or repair any other improvements located within the Premises, the maintenance of which is and shall be the responsibility of Tenant. Notwithstanding the obligation of Landlord under this Section 7.1, Tenant shall be responsible for the cost of any and all damage arising from the negligence or willful misconduct of Tenant or any of the Tenant Parties. Landlord shall have no obligation to make any repairs unless and until Tenant notifies Landlord in writing of the necessity thereof, in which event Landlord shall have reasonable time in which to make such repairs; however, Tenant may notify Landlord verbally of any minor, routine or day-to-day repairs which need to be made.

7.2   Tenant’s Repair .  Subject to Landlord’s obligation to provide janitorial services, Tenant shall keep the Premises free from all litter, dirt, debris, and obstructions and in a clean and sanitary condition. Except as otherwise provided in the first sentence of Section 7.1 hereof, Tenant shall maintain, replace, and repair all improvements located within the Premises, including, but not limited to, finishes, wall coverings, carpets, floor coverings, utility lines, sewer connections, plumbing, wiring and glass in such a manner so that the Premises are maintained in good condition and suitable for Tenant’s intended commercial purpose. At the expiration or other termination of this Lease, Tenant shall surrender the Premises (and keys thereto) in as good condition as when received, loss by fire or other casualty not the result of any act or omission by Tenant, or ordinary wear and tear only excepted.

8.   FORCE MAJEURE.  In the event that either party hereto shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of strikes, lockouts, labor troubles, inability to procure materials, failure of power, restrictive government laws or regulations, riots, insurrection, war, or other reason of a like nature other than finance, which is not the fault of the party delayed in performing work or doing acts required under the terms of this Lease, then performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of the delay. The provisions of this Section 8 shall not cancel, postpone, or delay the due date of any payment to be made by Tenant hereunder, nor operate to excuse Tenant from prompt payment of any Rent required by the terms of this Lease.

9.   PROPERTY AND LIABILITY INSURANCE. 

9.1   Landlord’s Insurance .  Throughout the Lease Term, Landlord will insure the Building, excluding foundations and excavations, the Building standard leasehold improvements, and the machinery, boilers, and equipment contained therein owned by Landlord, excluding any property Tenant is obliged to insure under Section 9.3 below, against damage by fire and the perils insured in the standard extended coverage endorsement, subject to Section 3. Landlord shall also, throughout the Lease Term, carry commercial general liability insurance with respect to the ownership and operation of the Building. The insurance required to be obtained by Landlord may be obtained by Landlord through blanket or master policies insuring other entities or properties owned or controlled by Landlord.

9.2   Compliance with Insurance Regulations; Covenants .  Tenant shall comply with all insurance regulations so the lowest fire, extended coverage, and liability insurance rates available for use of the Building as normal office space may be obtained by Landlord and will not use or keep any substance or material in or about the Premises which may vitiate or endanger the validity of insurance on the Building, increase the hazard or the risk beyond that for a normal office building, or result in an increase in premium on the insurance on the Building. If any insurance policy upon the Premises or the Building or any part thereof shall be canceled or shall be threatened by the insurer to be canceled, the coverage thereunder reduced or threatened to be reduced, or the premium therefor increased or threatened to be increased in any way by the insurer by reason of the use and occupation of the Premises by Tenant or by any assignee or subtenant of Tenant and if Tenant fails to remedy the condition giving rise to the cancellation, reduction, or premium increase or threat thereof within twenty-four (24) hours after notice thereof by Landlord, Landlord may, at its option, do any one of the following:

9.2.1   Declare a default by Tenant, and thereupon the provisions of Section 12 shall apply; or

9.2.2   Enter upon the Premises and remedy the condition giving rise to the cancellation, reduction, or premium increase or threat thereof, and in such event, Tenant shall forthwith pay the cost thereof to Landlord as additional rent; and if Tenant fails to pay such cost, Landlord may declare a default by Tenant and thereupon the provisions of Section 12 shall apply, and Landlord shall not be liable for any damage or injury caused to any property of Tenant or of others located on the Premises as a result of the entry; or

9.2.3   If the sole action taken by the insurer is to raise the premium or other monetary cost of the insurance, demand payment from Tenant of the premium or other cost as additional rent hereunder, and if Tenant fails to pay the increase to Landlord within ten (10) days of demand by Landlord, Landlord may declare a default by Tenant and thereupon the provisions of Section 12 shall apply. Tenant acknowledges that it has no right to receive any proceeds from any insurance policies carried by Landlord and that such insurance will be for the sole benefit of Landlord with no coverage for Tenant for any risk insured against.

9.3   Tenant’s Insurance .  Tenant shall, during its occupancy of the Premises and during the entire Lease Term, at its sole cost and expense, obtain, maintain, and keep in full force and effect, and with Tenant, Landlord, and Landlord’s mortgagees named as additional insureds therein as their respective interests may appear, the following types and kinds of insurance:

9.3.1   Upon property of every description and kind owned by Tenant and located in the Building or for which Tenant is legally liable or which was installed by or on behalf of Tenant, including, without limitation, furniture, fittings, installations, alterations, additions, partitions, and fixtures, against all risk of loss in an amount not less than one hundred percent (100%) of the full replacement cost thereof;

9.3.2   Commercial general liability insurance in an amount not less than $1,000,000.00 for any one occurrence or such higher limits as Landlord may reasonably require from time to time; the insurance shall include coverage against liability for bodily injuries or property damage arising out of the use by or on behalf of Tenant of owned, non-owned, or hired automobiles and other vehicles for a limit not less than that specified above; and shall also include coverage for “Fire Legal” liability with respect to the Premises in an amount not less than $100,000.00 or such higher limits as Landlord may reasonably require from time to time;

9.3.3   Workers’ compensation insurance in the amount required by law to protect Tenant’s employees;

9.3.4   Business income or interruption insurance for one hundred percent (100%) of Tenant’s gross revenues from the Premises for a period of twelve (12) months; and

9.3.5   Any other form or forms of insurance that Landlord may reasonably require from time to time, in form, in amounts, and for insurance risks against which a prudent tenant would protect itself.

9.4   Policy Requirements .  All insurance policies shall be taken out with companies acceptable to Landlord licensed and registered to operate in the State of Georgia and in form reasonably satisfactory to Landlord. The insurance may be by blanket insurance policy or policies. Prior to the Commencement Date, Tenant shall deliver certificates evidencing the insurance policies and any endorsement, rider, or renewal thereof, to Landlord. Certificates evidencing renewals shall be delivered to Landlord no later than fifteen (15) days after each renewal, as often as renewal occurs, and in no event less than fifteen (15) days prior to the date on which the policy would otherwise expire. All insurance policies shall require the insurer to notify Landlord and Landlord’s mortgagees in writing thirty (30) days prior to any material change, cancellation, or termination thereof. In the event that Tenant fails to take out or maintain any policy required by this Section 9 to be maintained by Tenant, such failure shall be a defense to any claim asserted by Tenant against Landlord by reason of any loss sustained by Tenant that would have been covered by such policy, notwithstanding that such loss may have been proximately caused solely or partially by the negligence or willful misconduct of Landlord or any of Landlord’s Related Parties. If Tenant does not procure insurance as required, Landlord may, upon advance written notice to Tenant, cause this insurance to be issued and Tenant shall pay to Landlord the premium for such insurance within ten (10) days of Landlord’s demand, plus interest at the past due rate provided for in Section 2.2 of this Lease until repaid by Tenant. All policies of insurance required to be maintained by Tenant shall specifically make reference to the indemnifications by Tenant in favor of Landlord under this Lease.

9.5   Waiver of Subrogation .  Each party hereto waives all rights of recovery, claims, actions or causes of actions arising in any manner in its (the “Injured Party’s”) favor and against the other party for loss or damage to the Injured Party’s property located within or constituting a part or all of the Property, to the extent the loss or damage: (a) is covered by the Injured Party’s insurance; or (b) would have been covered by the insurance the Injured Party is required to carry under this Lease, whichever is greater, regardless of the cause or origin, including the sole, contributory, partial, joint, comparative or concurrent negligence of the other party. This waiver also applies to each party’s directors, officers, employees, shareholders, partners, representatives and agents. All insurance carried by either Landlord or Tenant covering the losses and damages described in this Section 9.5 shall provide for such waiver of rights of subrogation by the Injured Party’s insurance carrier to the maximum extent that the same is permitted under the laws and regulations governing the writing of insurance within the state in which the Building is located. Both parties hereto are obligated to obtain such a waiver and provide evidence to the other party of such waiver. The waiver set forth in this Section 9.5 shall be in addition to, and not in substitution for, any other waivers, indemnities or exclusions of liability set forth in this Lease.

10.   ALTERATIONS AND IMPROVEMENTS.

10.1   Acceptance of Premises .  Tenant is in possession of the Premises and accepts the Premises and the Property in their “AS-IS”, “WHERE-IS” and “WITH ALL FAULTS” condition as of the Commencement Date without recourse to Landlord. Except as expressly provided in this Lease, Landlord shall have no obligation to furnish, equip or improve the Premises or the Property. Commencement of this Lease shall be conclusive evidence against Tenant that (i) Tenant accepts the Premises and the Property as being suitable for its intended purpose and in a good and satisfactory condition, (ii) acknowledges that the Premises and the Property comply fully with Landlord’s covenants and obligations under this Lease and (iii) waives any defects in the Premises and its appurtenances and in all other parts of the Property.

10.2   Improvements and Alterations .  Tenant shall not make any alterations, additions, or improvements in or to the Premises, nor install or attach fixtures in or to the Premises, without the prior written consent of Landlord, including Landlord’s written approval of Tenant’s contractor(s) and of the plans, working drawings and specifications relating thereto, including, without limitation, the structural, mechanical, electrical, and plumbing drawings or plans. All alterations, additions, or improvements made, installed in, or attached to the Premises by Tenant, upon the consent specified above, shall be made at Tenant’s expense at Tenant’s sole risk and in a good and workmanlike manner with labor and materials of such quality as Landlord may reasonably require, strictly in accordance with the plans and specifications approved by Landlord, all applicable codes, laws, ordinances, regulations, and other requirements of any appropriate governmental authority, and the Declaration or other covenants or restrictions, and prosecuted diligently and continuously to completion so as to minimize interference with the normal business operations of other tenants in the Building, the performance of Landlord’s obligations under this Lease or any mortgage or ground lease covering or affecting all or any part of the Building or the Land and any work being done by contractors engaged by Landlord with respect to or in connection with the Building. Tenant’s architect and engineers must be licensed in the State of Georgia and must be insured. Tenant shall have no (and hereby waives all) rights to payment or compensation for any such item. Prior to the commencement of any such work, Tenant shall deliver to Landlord certificates issued by insurance companies licensed and registered to operate in the State of Georgia evidencing that workers’ compensation insurance and commercial general liability insurance, all in amounts satisfactory to Landlord, are in force and effect and maintained by all contractors and subcontractors engaged by Tenant to perform the work. Approval by Landlord of any of Tenant’s drawings and plans and specifications prepared in connection with any alterations, improvements, modifications or additions to the Premises or the Property shall not constitute a representation or warranty of Landlord as to the adequacy or sufficiency of such drawings, plans and specifications, or alterations, improvements, modifications or additions to which they relate, for any use, purpose or conditions, but such approval shall merely be the consent of Landlord as required hereunder. Tenant shall deliver to Landlord a complete copy of the “as-built” or final plans and specifications for all alterations or physical additions so made in or to the Premises within thirty (30) days of completing the work. Tenant shall not place safes, vaults, filing cabinets or systems, libraries or other heavy furniture or equipment within the Premises without Landlord’s prior written consent.

10.3   Liens .  Tenant shall keep the Premises free from all liens, preliminary notices of liens, right to liens, or claims of liens of contractors, subcontractors, mechanics, or materialmen for work done or materials furnished to the Property at the request of Tenant. Whenever and so often as any such lien shall attach or claims or notices thereof shall be filed against the Property or any part thereof as a result of work done or materials furnished to the Property at the request of Tenant, Tenant shall, within ten (10) days after Tenant has notice of the claim or notice of lien, cause it to be discharged of record, which discharge may be accomplished by payment or by bonding proceedings. If Tenant shall fail to cause the lien, or such claim or notice thereof, to be discharged within the ten-day period, then, in addition to any other right or remedy, Landlord may, but shall not be obligated to, discharge it either by paying the amount claimed to be due or by procuring the discharge of the lien, or claim or notice thereof, by deposit or bonding proceedings. Any amount so paid by Landlord and all costs and expenses, including, without limitation, attorneys’ fees, incurred by Landlord in connection therewith shall constitute additional rent payable by Tenant under this Lease and shall be paid by Tenant in full on demand of Landlord together with interest thereon at the rate set forth in Section 2.2 hereof from the date it was paid by Landlord. Tenant shall not have the authority to subject the interest or estate of Landlord to any liens, rights to liens, or claims of liens for services, materials, supplies, or equipment furnished to Tenant or on behalf of Tenant.

10.4   Title to Alterations .  All alterations, additions, or improvements, including, but not limited to, fixtures, partitions, counters, and window and floor coverings, which may be made or installed by either of the parties hereto upon the Premises, irrespective of the manner of annexation, and irrespective of which party may have paid the cost thereof, excepting only movable office furniture and shop equipment put in at the expense of Tenant, shall be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the expiration or other termination of this Lease, without disturbance, molestation, or injury and without compensation, payment, or reimbursement therefor. Notwithstanding the foregoing, however, Landlord may elect by providing written notice to Tenant at the time Landlord approves same (or if Landlord’s approval is not required, at the time Tenant notifies Landlord of such installations), that any or all installations made or installed by or on behalf of Tenant after the Commencement Date be removed at the end of the Lease Term, and, if Landlord so elects, it shall be Tenant’s obligation to restore the Premises to the condition they were prior to the alterations, additions, or improvements, reasonable wear and tear excepted, on or before the expiration or other termination of this Lease. Such removal and restoration shall be at the sole expense of Tenant. Further, notwithstanding anything contained herein to the contrary except as otherwise provided in Section 9.1 hereof, Landlord shall be under no obligation to insure the alterations, additions, or improvements or anything in the nature of a leasehold improvement made or installed by or on behalf of Tenant, the Tenant Parties, or any other person, and such improvements shall be located at, on, or within the Premises at the sole risk of Tenant.

10.5   Tenant’s Negligence .  In the event Landlord makes any capital investment, major structural repairs or improvements in or to the Premises or Building which are required due to the negligence or any act or omission of Tenant or any of the Tenant Parties, any and all cost and expenses incurred by Landlord in making the capital investment, major structural repairs, or improvements shall constitute additional rent payable by Tenant under this Lease and shall be paid by Tenant in full on demand of Landlord, together with interest thereon from the date of the demand at the rate set forth in Section 2.2 hereof.

10.6   Compliance with Laws .  In the event Landlord, during the Lease Term, shall be required by any governmental authority or the order or decree of any court, to repair, alter, remove, reconstruct, or improve (herein collectively called “Repairs”) any part of the Premises, then the Repairs shall be made by and at the expense of Landlord subject to the same being included as a Common Operating Expense under Section 3.3.8 herein, unless resulting from alterations made by or other reasons attributable to, Tenant, and shall not in any way affect the obligations or covenants of Tenant herein contained, and Tenant hereby waives all claims for damages or abatement of rent because of the Repairs. If the Repairs shall render the Premises untenantable and if the Repairs are not substantially completed within one hundred eighty (180) days after the date of the notice, requirement, order, or decree, either party hereto upon written notice to the other party given not later than one hundred ninety (190) days after the date of the notice, requirement, order, or decree, may terminate this Lease, in which case rent shall be apportioned and paid to the date the P