LEASE

Exhibit 10(k)

LEASE

1. PARTIES

THIS LEASE is made and entered into effective as of October 17, 2007 (the “Effective Date”), by and between Regan Holding Corp., a California corporation (“Landlord”) and Perot Systems Corporation, a Delaware corporation (“Tenant”).

2. PREMISES

Landlord hereby leases to Tenant and Tenant leases from Landlord, approximately 37,060 rentable square feet as described and set forth in Exhibit “A” attached hereto and incorporated herein by reference (the “Premises”), comprising all of that certain one-story building located at 25 Legacy Drive NW, Rome, GA 30165 (the “Center”), and the land under and around the Center (the “Property”) being legally described in Exhibit “B” (“Legal Description”) attached hereto and incorporated herein by reference. Landlord represents that the Premises has been measured in accordance with the Standard Method for Measuring Floor Area in Office Buildings, ANSI/BOMA Z65.1-1996.  Upon mutual agreement of the parties, the square footage of the Premises may be adjusted from time to time to reflect changes in the amount of common area in the Building.

3. TERM

(a)

Tenant shall have and hold said Premises for a term of ten (10) years (as the same may be extended hereunder, the “Term”) upon the terms and conditions set forth in this Lease.  The “Commencement Date” of the Term of this Lease shall be the Effective Date.

(b)

Tenant is hereby granted one (1) option to renew this Lease with respect to all (but not less than all) of the Premises for five (5) years, beginning at the end of the initial ten year term (the “Renewal Term”) by notice in writing delivered to Landlord not less than six (6) months prior to the expiration of the then current term of this Lease.  All of the covenants, conditions and provisions of this Lease shall be applicable to the Renewal Term, except that the Rent shall be as determined under Section 3(c) below.  Tenant's exercise of the foregoing option to renew is subject to the conditions that (i) this Lease is in full force and effect, (ii) Tenant is not in default hereunder beyond any applicable notice or cure period at the time of notification or at commencement of the Renewal Term, and (iii) Tenant has not assigned this Lease (other than as permitted under Section 6 below).  In the event that Tenant exercises the renewal option set forth herein, Tenant and Landlord agree to enter into an amendment to this Lease incorporating the Renewal Term and the monthly Rent applicable thereto within thirty (30) days following the exercise of the renewal option, but in no event shall a delay in the full execution of such amendment nullify Tenant's exercise of the option to renew.

(c)

If Tenant exercises its option for a Renewal Term under Section 3(b) above, the Rent for such Renewal Term shall be the then current “Market Rental Rate” for the Premises as of the date the Renewal Term is to commence.   For purposes of this Lease, "Market Rental Rate" shall mean the rental, as of the date for which such Market Rental Rate is being calculated, per rentable square foot, for lease renewals for comparable space of comparable size, that Landlord is offering or prepared to offer for renewals in good faith at that time to third parties for a similar term for such other space in the Center or if no other comparable space is available in the Center, then for comparable space in other comparable buildings in the applicable office submarket, taking into account prevailing market conditions. Landlord shall advise Tenant of such Market Rental Rate for the Renewal Term within fifteen (15) days after a written request therefore from Tenant; provided however that Tenant’s failure to timely make such request shall not extend the date upon which Tenant must give notice of its exercise of the option to renew under Section 3(b).

4. RENT

During the Term of this Lease, Tenant shall pay to Landlord in advance, on or before the 1 ^st day of each and every month as Rent the amount stated below.  Rental payments shall commence on the Commencement Date.  Rental payments shall be paid at the address of the Landlord set forth above, or at such other address as the Landlord may specify in writing from time to time during the Term of this Lease.  If the Rent is not received by Landlord on or before the tenth (10 ^th ) business day following the day of the month on which the Rent is due, a late payment charge of five percent (5%) of such past due amount ("Late Payment Charge") shall become due and payable.  Any monetary amount due Landlord hereunder, other than Late Payment Charges, not received by Landlord within thirty (30) days following the date on which it was due, shall bear interest from the thirty-first (31 ^st ) day after it was due at the rate of eighteen percent (18%) per annum, but not exceeding the maximum rate allowed by law (the “Default Rate”), in addition to the Late Payment Charge provided for herein.

The payments of Rent are as follows:

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In the event the Commencement Date falls on a date other than the 1 ^st of the month, such monthly Rent shall be prorated on a per diem basis and be payable on the Commencement Date.  Thereafter, Rent and all other amounts due and owing under this Lease shall be payable on or before the first day of each calendar month.

Notwithstanding anything herein to the contrary, Tenant shall not be required to pay any Rent for the first (1st) full Lease Month and shall pay only thirty percent (30%) of the Rent otherwise payable hereunder for the second (2nd) full Lease Month.

5. USE OF PREMISES

The Premises may be used for general office space, data center, call center, business process outsourcing, and all other legal uses, which may include without limitation, all other things necessary or incidental to Tenant’s business.

6. COMPLIANCE WITH LAWS

Tenant, at its expense, shall comply with any valid and applicable laws, rules, orders, ordinances, regulations and other requirements, including but not limited to the Americans With Disabilities Act, present or future (collectively, “Applicable Law”), affecting the Property to the extent that the same shall affect or be applicable to (i) Tenant’s use of the Property, (ii) alterations and improvements made by Tenant, or (iii) a breach by Tenant of its obligations under this Lease.

7. RIGHT TO ASSIGN OR SUBLET

(a)

Tenant shall have the right to assign this Lease or sublet all or any part of the Premises with the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed.  However, Landlord reserves the right to deny its consent to such assignment or sublet which, in Landlord’s reasonable determination, would negatively affect the tenant mix of the Center (if Tenant no longer leases all of the leasable space therein) or for a use which is not authorized by the provisions of Article 5 of this Lease.  Notwithstanding the above, Tenant may assign its entire interest under this Lease or sublet the Premises to (i) any entity controlling or controlled by or under common control with Tenant or (ii) any successor to Tenant by purchase, merger, consolidation or reorganization without the consent of Landlord provided that Tenant gives Landlord written notice prior to the effective date of such assignment or sublease.  Notwithstanding any assignment or sublease, Tenant shall remain fully liable to Landlord under this Lease and shall not be released from performing any of its terms, covenants, or conditions.

(b)

In the event of a sublease hereunder, Tenant shall pay to Landlord a sum equal to one-half (1/2) of the excess of any rent or similar payment under such sublease paid to Tenant by the subtenant, over the Rent then being paid by Tenant to Landlord under this Lease, after deducting therefrom any brokerage commissions and other expenses incurred by Tenant in connection with such sublease and excluding therefrom any payments to Tenant from the subtenant as reimbursement of operating expenses for the Premises (including but not limited to utilities).

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(c)

During the term of this Lease, should Landlord sell, assign, transfer or otherwise convey its interest in the Premises and/or Center, Landlord shall be released by Tenant from all covenants and obligations of Landlord under this Lease for events arising after the effective date of such conveyance.  In such event, Tenant agrees to recognize any such transferee as Landlord under this Lease.

8. REPAIRS, MAINTENANCE AND REPLACEMENTS

(a)

Tenant Repairs and Maintenance.  Except as provided in Section 8(b), Tenant shall maintain, at Tenant’s sole cost and expense, the Premises and the Center in a clean, safe, and operable condition, and shall not permit or allow to remain any waste or damage to any portion of the Premises.  Without limiting the foregoing, Tenant shall (1) maintain the interior walls and the interior surfaces of exterior walls (including painting and other treatment thereof), doors, door closure devices, window and door frames, molding, locks and hardware, floors, floor coverings and ceiling, (2) maintain, repair and replace all plate and other glass, (3) furnish, maintain and replace all electric lights, and (4) maintain and repair all plumbing and electrical systems and all equipment (including all air heating, conditioning, and ventilating [“HVAC”]equipment) and fixtures on the Premises or the Center, in each case, in good operating order and condition and in accordance with applicable laws. Landlord shall give written notice to the Tenant of any repairs or maintenance required hereunder, and if the Tenant does not complete the same within fifteen (15) days after said notice (or such longer period as is required to make a repair or maintenance which by its nature cannot be completed in such fifteen (15) day period so long as Tenant commences the repair or maintenance within fifteen (15) days and diligently prosecutes the same to completion), Landlord shall have the right, but not the obligation, to complete such repair or maintenance and recover its cost by collecting the same from Tenant as additional Rent.

(b)

Landlord Repairs and Replacements.  Landlord shall, at Landlord’s sole cost and expense, be responsible for the following: any repairs or replacement required to the structural components of the building of the Center, including but not limited to the foundation and exterior walls; any replacement required of the roof, floors, HVAC equipment, or utility mains of the Center; any repaving of the parking lot or other paved portions of the Property; or any single repair or related series of repairs of any of the foregoing that would cost more than Ten Thousand Dollars ($10,000.00). Tenant shall give written notice to the Landlord of any repair or replacement required hereunder, and if the Landlord does not complete the same within fifteen (15) days after said notice (or such longer period as is required to make a repair or replacement which by its nature cannot be completed in such fifteen (15) day period so long as Landlord commences the repair or replacement within fifteen (15) days and diligently prosecutes the same to completion), Tenant shall have the right, but not the obligation, to complete such repair or replacement and recover its cost by offsetting such cost against the Rent payable to Landlord.  If a repair or replacement required to be made by Landlord under this section Landlord has a material adverse impact on the business of Tenant as conducted in the Premises (to the point that it renders the Premises in a condition that is unsuitable for conducting the normal business of Tenant therein) (i) and such repair or replacement is not completed with seven (7) days after written notice from Tenant, the Rent shall abate until such repair or replacement is completed, (ii) and such repair or replacement is not completed with sixty (60) days after written notice from Tenant, Tenant shall also have the right to terminate this Lease by written notice to Landlord.

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9. INSURANCE

(a)

Tenant shall maintain, at its own cost and expense, the following insurance coverage with carriers having an A.M. Best rating of at least A- (A minus) VII during the Term of this Lease:

(i)

All-Risk Real Property Fire Insurance (or its equivalent) for the full replacement value of the Center and all improvements and fixtures therein, including, but not limited to, the Premises;

(ii)

All-Risk Boiler and Machinery Insurance (or its equivalent) for the full replacement value of all eligible machinery in the Center;

(iii)

Commercial General Liability Insurance (including property damage and fire legal liability) with limits of not less than $1,000,000 combined single limit per occurrence, regarding the Premises and the Center; and,

(iv)

Any other insurance required by law.

(b)

These policies shall state that the insurance is primary over any insurance which may be carried by Landlord.  Tenant shall have the right to include the Premises within a blanket policy of insurance including the Premises and other locations.  Any insurance maintained by Tenant may have deductibles or self-insurance retention in the amounts generally utilized by Tenant for its insurance with respect to a majority of its locations and Tenant may self-insure for plate glass.  Tenant shall name Landlord as an additional insured or additional loss payee as its interests may appear (as applicable) under Tenant’s Commercial General Liability Insurance, All-Risk Real Property Fire Insurance (or its equivalent), and All-Risk Boiler and Machinery Insurance (or its equivalent), and all policies shall contain a clause that insurer will provide the Landlord at least twenty (20) days prior written notice of cancellation.

(c)

As evidence of the existence of any insurance required under the Lease, Tenant shall, upon request, provide Landlord with a certificate of insurance or other reasonably satisfactory evidence of such insurance coverage.

10. WAIVER OF SUBROGATION

Landlord and Tenant each hereby release, hold harmless and indemnify the other and its officers, directors, agents, contractors, and employees from all claims, liability, and costs (including, but not limited to, attorneys’ fees and costs) for injuries to persons and damage or destruction to the Center containing the Premises and the improvements located on the Property, or the theft, misappropriation, or loss of property arising from occurrences in or about the Center and the Premises whether or not caused by acts, omissions, or negligence of such indemnifying party or its officers, directors, agents, contractors, and employees; provided, however, such indemnification and release shall only be in force and effect in respect of damage or destruction normally covered by standard policies of property damage and fire insurance with extended coverage (whether or not such coverage is in effect).  Each party shall cause its fire insurance policies to contain a provision whereby the insurer either waives any right of subrogation against the other party or agrees that such a release shall not invalidate the insurance, whichever is obtainable.

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11. INDEMNIFICATION

(a)

Tenant shall indemnify, hold harmless and defend Landlord, its agents, servants and employees from and against all claims, actions, losses, costs and expenses (including reasonable attorney’s fees and litigation costs actually incurred), judgments, settlement payments, and, whether or not reduced to final judgment, all liabilities, damages or fines paid, incurred or suffered by any third parties in connection with loss of life, personal injury and/or damage to property arising from, directly or indirectly, wholly or in part (i) any default by Tenant under the terms and conditions of this Lease, (ii) the use or occupancy of the Premises by Tenant or any person claiming through or under Tenant, and/or (iii) any acts or omissions of Tenant or any contractor, agent, employee, invitee or licensee of Tenant in or about the Premises, Center or Property.

(b)

Landlord shall indemnify, hold harmless and defend Tenant, its agents, servants and employees from and against all claims, actions, losses, costs and expenses (including reasonable attorney’s fees and litigation costs actually incurred), judgments, settlement payments, and, whether or not reduced to final judgment, all liabilities, damages or fines paid, incurred or suffered by any third parties in connection with loss of life, personal injury and/or damage to property arising from, directly or indirectly, wholly or in part (i) any default by Landlord under the terms and conditions of this Lease, and/or (ii) any acts or omissions of Landlord or any contractor, agent, employee, invitee or licensee of Landlord in or about the Premises, Center or Property.  

(c)

The indemnity provisions contained in this Section shall survive the expiration or early termination of this Lease.

12. TENANT DEFAULTS/LANDLORD REMEDIES

(a)

The following shall constitute a default by Tenant:

(i)

the failure to pay the Rent within ten (10) days after receipt of written notice from Landlord that the same is past due; or

(ii)

the failure to perform any covenant, term, obligation, or condition otherwise required pursuant to this Lease within thirty (30) days after receipt of written notice from Landlord that the same has not been performed, provided, however, that in the event such failure to perform cannot reasonably be cured within such thirty (30) day period, then Tenant shall be allowed such additional time as is reasonable under the circumstances to perform such covenant, term, obligation, or condition before such failure shall constitute a default; or

(iii)

the filing of a petition or proceeding under the Federal Bankruptcy Act or any insolvency act by or against Tenant which is not dismissed within sixty (60) days after the date of filing thereof; or

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(iv)

the appointment of a receiver for Tenant, which receiver is not discharged within sixty (60) days after the appointment thereof; or

(b)

In the event of a default by Tenant, Landlord shall have the following rights without further notice or demand:

(i)

all rights available at law, except as otherwise modified herein;

(ii)

not terminate this Lease, but rather enter upon and take possession of the Premises and, if Landlord so elects, make such alterations and repairs as may be necessary to relet the Premises, and relet the Premises, or any part thereof, as the agent of the Tenant, at such rent and for such term and subject to such terms and conditions as Landlord may deem advisable.  Upon such reletting, all rentals received by Landlord from such reletting shall be applied, first to the payment of any indebtedness other than rent due hereunder from Tenant to Landlord; second, to the payment of any loss and expenses of such reletting, including brokerage fees and attorney’s fees and costs of such alterations and repairs; third, to the payment of rent due and unpaid hereunder; and the residue, if any, shall be held by Landlord and applied in payment of future rent as the same may become due and payable hereunder.  Tenant agrees to pay to Landlord, on demand, any deficiency that may arise by reason of such reletting.  Notwithstanding any such reletting without termination, Landlord may, at any time thereafter, elect to terminate this Lease for such previous breach.

(iii)

the right to terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord.  Landlord may, without prejudice to any other remedies it may have enter upon, take possession and expel or remove Tenant or any other person who may be occupying the Premises by force, if necessary, in accordance with applicable law, without being liable for any damages incurred thereby.

(iv)

the right to recover its costs, expenses and attorney fees incurred in enforcing the terms, conditions or covenants in this Lease.

(c)

In the event Landlord terminates Tenant's possession of the Premises alone without terminating the Lease, all obligations of Tenant shall continue, including Tenant's obligation to pay Rent as it accrues on a monthly basis, until the earlier to occur of the date a replacement tenant takes possession of the Premises, or the expiration date of the Lease.

(d)

Should Landlord, at any time, terminate this Lease for any breach, in addition to any other remedies it may have, it may recover from Tenant all actual damages it may incur by reason of such breach, including the cost of recovering the Premises, reasonable attorney’s fees, and the full amount of Rent and Additional Rent for the remainder of the term of the Lease, all of which amount shall be immediately due and payable from Tenant to Landlord upon demand.

(e)

Landlord covenants to use reasonable efforts to relet the Premises and otherwise mitigate its damages.

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(f)

Pursuit of any of the foregoing remedies shall not preclude pursuit of any other remedies herein provided or any other remedies provided by law, nor shall pursuit of any remedy constitute forfeiture or waiver of any rent due to Landlord hereunder or any damages accruing to Landlord by reason of the violation of any of the covenants and provisions herein contained.  Forbearance by Landlord to enforce one or more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver of such default. The acceptance of any partial payments shall not constitute a waiver of the right to commence an action in forcible entry and detainer during the month in which such partial payment or payme