EX-10.13: FIRST AMENDMENT TO LEASE

EXHIBIT 10.13

FINAL

North Carolina			)			7/28/04
			)			FIRST AMENDMENT TO LEASE
Mecklenburg County			)

     THIS FIRST AMENDMENT TO LEASE , made and entered into this 5 day of August , 2004, by and between HIGHWOODS REALTY LIMITED PARTNERSHIP , a North Carolina Limited Partnership, hereinafter referred to as “Landlord” and STRATEGIC OUTSOURCING, INC. , a Delaware Corporation, hereinafter referred to as “Tenant”. Tenant currently leases from Landlord office space in the amount of approximately 16,878 rentable square feet known as Suite 140 (the “Premises”), in what is sometimes called the Fourteen Parkway Plaza Building (the “Building”) located at 5260 Parkway Plaza Boulevard, Charlotte, North Carolina.

     WHEREAS, Landlord and Tenant entered in to a Lease (the “Lease”) dated May 26, 2000. Said Lease is incorporated herein by reference as if set forth in this First Amendment to Lease in full.

     WHEREAS, Landlord and Tenant desire amend the Lease in order to: expand the Premises by adding approximately 2,367 rentable square feet (the “Expansion Space”) so that after the addition of the Expansion Space the Premises shall consist of approximately 19,245 rentable square feet all located within the Building; to provide for the renovation of the Premises; and to make certain other alterations and modifications to the Lease.

     NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, Landlord and Tenant hereby agree as follows:

     1.  Recitals. The foregoing recitals are true and are incorporated into this First Amendment.

     2.  Definitions. Unless otherwise defined in this First Amendment, all capitalized terms used in this First Amendment shall have the respective meaning ascribed to them in the Lease.

     3.  Amendments. Landlord and Tenant hereby agree that the Lease shall be amended as follows:

      3.1 Term. The commencement date for the Expansion Space shall be January 1, 2005 (“Expansion Space Commencement Date”). The Term of the Lease (for all of the Premises including the Expansion Space) is hereby extended for fifty-nine (59) months and as such the Expiration Date of the Lease is hereby amended to be December 31, 2010 .

      3.2 Premises. As of the Expansion Space Commencement Date, the rentable square footage of the Premises is hereby amended by adding approximately 2,367 rentable square feet, such that the Premises shall contain a total of approximately 19,245 rentable square feet. The Premises, including the Expansion Space, is shown on Exhibit A, attached hereto.

      3.3 Base Rent. Section 4.1 of the Lease, is hereby amended to provide that commencing on the Expansion Commencement Date the minimum base rent for the remainder of the Term shall be as set forth in the following schedule:

				Rate				Annual				Monthly
From		Through		RSF				Amount				Installment
January 1, 2005		December 31, 2005		$	13.50			$	259,807.56			$	21,650.63
January 1, 2006		December 31, 2006		$	13.50			$	259,807.56			$	21,650.63
January 1, 2007		December 31, 2007		$	16.13			$	310,421.88			$	25,868.49
January 1, 2008		December 31, 2008		$	16.45			$	316,580.28			$	26,381.69
January 1, 2009		December 31, 2009		$	16.79			$	323,123.52			$	26,926.96
January 1, 2010		December 31, 2010		$	17.14			$	329,859.36				S27,488.28

If Landlord, for any reason, cannot deliver possession of the Expansion Space to Tenant on the Expansion Space Commencement Date, then the Expansion Space Commencement Date, Expiration Date, and all other dates that may be affected by their change, shall be revised to conform to the date of Landlord’s delivery of possession of the Expansion Space to Tenant. Any such delay shall not relieve Tenant of its obligations under this Lease (except however the minimum base rent schedule set forth above in Section 3.3 shall not commence until the delivery of possession of the Expansion Space), and neither Landlord nor Landlord’s agents shall be liable to Tenant for any loss or damage resulting from the delay in delivery of possession. Unless otherwise specified in the Workletter attached as Lease Addendum Number One, “delivery of possession” of the Premises shall mean the earlier of: (i) the date Landlord has the Expansion Space ready for occupancy by Tenant as evidenced by a permanent or temporary Certificate of Occupancy issued by proper governmental authority, or (ii) the date Landlord could have had the Expansion Space ready had there been no Delays attributable to Tenant.

Until the Expansion Space Commencement Date Tenant shall continue to pay Minimum Base Rent as provided in Section 4.1 of the Lease.

      3.4 Operating Expense Stop. Effective as of the Expansion Space Commencement Date, Lease Addendum Number Three “Expense Stop” of the Office Lease Agreement shall be replaced with Exhibit B Base Year Operating Expenses which is attached hereto and incorporated herein by reference. Tenant shall remain liable for all

obligations under the above referenced Lease Addendum Number Three “Expense Stop” accuring up to the Expansion Space Commencement Date.

      3.5 Rent Payment Address. Unless notified to the contrary by Landlord in writing, Tenant shall send all Rent payments to Landlord at the following address:

Highwoods Properties, Inc.
P.O. Box 409400
Atlanta, Georgia 30384.

      3.6 Access Cards. Effective as of January 1, 2005, Landlord shall provide an additional twelve (12) after hour access cards to the Premises.

      3.7 Tenant Improvements. Landlord shall provide Tenant with One Hundred Ninety Four Thousand Dollars and 00/100 ($194,000.00) (the “Tenant Improvement Allowance”), to be used to design, engineer, install, supply and otherwise to construct the certain Tenant Improvements in the Premises. Such work shall be completed in accordance with the general terms of the Workletter attached hereto as Exhibit C. Landlord shall be entitled to receive a Construction Supervision Fee equal to Two Thousand Three Hundred Dollars ($2,300.00), which fee shall be deducted from the Tenant Improvement Allowance. The scope of the improvements shall include: construction of the Expansion Space, renovations to Tenant’s existing Premises, relocating the common corridor, providing a new entrance to the building (including any sidewalk construction required to meet code) and installing a 125 KW 277/480 volt diesel generator (the “Diesel Generator System”). The terms and conditions regarding installation, maintenance, use and removal of the Diesel Generator System shall be as provided in Exhibit C attached hereto.

      3.8 Brokerage Commissions.

      (a) Broker . Each party represents and warrants to the other that it has not dealt with any real estate broker, finder or other person with respect to this Lease in any manner, other than Chase Monroe c/o Keystone Partners (the “Broker”).

      (b) Landlord’s Obligation . Landlord shall pay any commissions or fees that are payable to the Broker with respect to this Lease pursuant to Landlord’s separate agreement with the Broker.

      (c) Indemnity . Each party shall indemnify and hold the other party harmless from any and all damages resulting from claims that may be asserted against the other party by any other broker, finder or other person (including, without limitation, any substitute or replacement broker claiming to have been engaged by indemnifying party in the future), claiming to have dealt with the indemnifying party in connection with this Lease or any amendment or extension hereto, or which may result in Tenant

leasing other or enlarged space from Landlord. The provisions of this Section shall survive the termination of this Lease.

      3.9 Option to Renew. Tenant shall have the right and option to renew the Lease (the “Renewal Option”) for one (1) additional period of five (5) years (the “Renewal Lease Term”); provided however such Renewal Option is contingent upon the following (i) Tenant is not in default at the time Tenant gives Landlord written notice of Tenant’s intention to exercise the Renewal Option; (ii) upon the Expiration Date or the expiration of any Renewal Lease Term, Tenant has no outstanding default; (iii) no event has occurred that upon notice or the passage of time would constitute a default; (iv) Tenant is not disqualified by multiple defaults as provided in the Lease; and (v) Tenant is occupying the Premises. Tenant shall exercise the Renewal Option by giving Landlord written notice at least one hundred eighty (180) days prior to the Expiration Date. If Tenant fails to give such notice to Landlord prior to said existing day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during this Renewal Lease Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease.

     The Base Rent for the Renewal Lease Term shall be at a market rate to be negotiated at the time Tenant gives notice of its exercise of the Renewal Option and if such rate is not agreed upon within ninety (90) days of such notice, then neither party shall have any obligations to the other under this Renewal Option.

     4.  Amendment to Lease. The foregoing is an addition and a modification to the Lease. Unless otherwise defined herein, all capitalized terms used in this First Amendment shall have the same definitions ascribed in the Lease. Except as modified and amended by this First Amendment, the Lease shall remain in full force and effect.

     5.  Exhibits. The following Exhibits are attached hereto and incorporated herein by reference:

Exhibit A – Premises
Exhibit B — Base Year Operating Expenses
Exhibit C – Workletter
Exhibit D — Diesel Generator System

     IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Lease or have caused their duly authorized representatives to execute same in three (3) original counterparts, as of the day and year first above written.

LANDLORD		TENANT
HIGHWOODS REALTY LIMITED		STRATEGIC OUTSOURCING, INC.
PARTNERSHIP
a North Carolina Limited Partnership		a Delaware Corporation

By: Highwoods Properties, Inc.
a Maryland Corporation
Its: General Pac
By:		/s/				By:		/s/ Michael W. Willson
		Its: Senior Vice President						Its: Vice President of Finance
Witness: /s/ Melissa J. Davids						Witness: /s/ James T. Cain
		(signature)						(signature)
Melissa J. Davids						James T. Cain
(print name)						(print name)

EXHIBIT A
PREMISES

(ATTACHED)