PARK CENTRE OFFICE BUILDING LEASE

Exhibit 10.5

PARK CENTRE OFFICE BUILDING

LEASE

          THIS AGREEMENT made the 1 ^st day of June , 1998, between 2401 Lake Park Drive Associates, L.P., a Georgia limited partnership whose address is 2401 Lake Park Drive, Suite 355, Smyrna, Georgia 30080 (hereinafter referred to as "Lessor"), and WHIPPLE DEVELOPMENT CORPORATION, a South Carolina corporation, whose address is 2401 Lake Park Drive, Suite 200, Smyrna, Georgia 30080 (herein referred to as "Lessee").

W I T N E S S E T H

          For and in consideration of the payment of rent, and the keeping and performing of the covenants and agreements hereinafter set forth to be kept and performed by Lessor and Lessee, Lessor hereby leases to Lessee and Lessee hereby leases from Lessor certain premises (the "Premises") located in an office building (the "Building"), which is known as "Park Centre", situation in the County of Cobb, which Premises and Building are more particularly described hereinbelow, for the Term, at the rental, and subject to and upon all of the terms and conditions hereinafter set forth.

          1. FUNDAMENTAL LEASE PROVISIONS AND EXHIBITS.

           1.1 Fundamental Lease Provisions.

           A. Name of Building: Park Centre.

           B. Address of Premises: 2401 Lake Park Drive, Suite 200, Smyrna, Georgia 30080.

           C. Net Rentable Area and Location of Premises . The Net Rentable Area of the Premises is 2,430 square feet, located on second (2 ^nd ) floor of the Building, and being also known as Suite 200.

          The term "Net Rentable Area", as used herein, shall refer to (i) in the case of a single tenancy floor, all floor area measured from the inside surface of the outer glass wall of the Building to the inside surface of the opposite exterior glass wall, excluding only the areas ("Service Areas") within the exterior glass walls used for Building stairs, elevator shafts, flues, vents, stacks, pipe shafts and vertical ducts, but including any Service Areas which are for the specific use of the particular tenant such as special stairs or elevators, and (ii) in the case of a partial floor, all floor areas within the inside surface of the outer glass wall enclosing the portion of the Premises on such floor and measured to the mid-point of the walls separating areas leased by or held for lease to other tenants or from areas devoted to corridors, elevator foyers, rest rooms, mechanical rooms, janitor closets, vending areas and other similar facilities for the use of all tenants on a particular floor (herein sometimes called "Common Areas"), but including a proportionate part of the Common Areas located on such floor based upon the ratio which the Lessee’s Net Rentable Area on such floor (determined by excluding such Common Areas) bears to the aggregate Net Rentable Area on such floor (determined by excluding such Common Areas). No deductions from Net Rentable Area are made for columns or projections necessary to the Building. The Net Rentable Area in the Premises

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as set forth above have been calculated on the basis of the foregoing definition from dimensions shown on the plans for the building and shall be binding, whether the actual area should be more or less as a result of minor variations resulting from actual construction and completion of the Premises for occupancy so long as such work is done in accordance with the terms and provisions hereof.

           D. Lease Term: Commencement Date – September 1, 1998, or such earlier date as provided herein.

          Expiration Date – April 30, 2003.

           E. Base Annual Rental: $38,272.50 (the "Base Annual Rental").

           F. Base Monthly Rental: $3,189.38 (the "Base Monthly Rental").

           1.2 Exhibits. The Exhibits listed in this Section 1.2 and attached to this Lease are hereby incorporated in this Lease by reference, and are to be construed as part of this Lease. Lessor and Lessee each agree to perform all of their respective obligations stated therein.

           Exhibit "A" – Building Floor Plan.

           Exhibit "B" – Location of Lessee’s Premises Within Building.

           Exhibit "C" – Rental Adjustments.

           Exhibit "D" – Acceptable Agreement.

           Exhibit "E" – Work Letter.

           Exhibit "F" – Option.

           2. PREMISES AND TERM . Lessor does hereby rent and lease to the Lessee the Premises located within the Building as shown on the Location of Lessee’s Premises Within Building attached hereto as Exhibit "B", as depicted on the Floor Plan attached hereto as Exhibit "A", for a Term commencing on the 1 ^st day of September 1, 1998 and ending on the 30 ^th day of April, 2003 (the "Term"). *No easement for light or air is included in the Premises, and Lessee is not given any rights as to the number, size or location of windows in the Premises. Lessor agrees to warrant and defend Lessee in the quite enjoyment of the Premises during the Term of this Lease so long as Lessee complies with the provisions hereof.

           3. RENTAL TIME IS OF THE ESSENCE OF THIS SECTION 3.

           3.1 Rental.

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           A. Base Annual Rental and Base Monthly Rental . Lessee shall pay to Lessor at the Building management office or such other location designated by Lessor from time to time, promptly on or before the first day of each month in advance, without demand, setoff or abatement, during the entire Term of this Lease, the Base Monthly Rental, which for a lease year is equivalent to the Base Annual Rental; which Base Monthly Rental and Base Annual Rental include Lessee’s share of "Common Area" rental as determined by a thirteen and eight tenths percent (13.8%) common area factor; (the Base Monthly Rental, and all other sums due and payable hereunder, including, but not limited to, Rental Adjustment under Paragraph 3.2 below, are hereinafter referred to as "Monthly Rental"); provided, however, that the Base Monthly Rental and resulting Base Annual Rental shall be adjusted in accordance with the provisions of Paragraph 3.2 below.

          If this Lease is executed before the Premises herein become ready for occupancy and Lessor cannot acquire and/or deliver possession of the Premises by the time the Term of this Lease is fixed herein to begin, then (i) Lessee shall waive any claim for damages due to such delay, (ii) Lessor shall waive the payment of any Monthly Rental until Lessor delivers possession to Lessee, and (iii) Lessor and Lessee shall enter into an agreement extending the beginning of the Lease Term until the date Lessor delivers possession and extending the end of the Lease Term by a like period of time, to be prepared by Lessor.

           B. Late Charge. Lessee agrees that Lessor shall require and Lessee shall pay a late or delinquent charge of ten percent (10%) of the total Monthly Rental due if and when the full amount of the Monthly Rental, as adjusted, has not been received by the tenth (10 ^th )day of the month at the Building management office of Lessor, or at such other place as Lessor has designated in writing; provided, however, Lessor shall have no obligation to accept any payment of Monthly Rental after the first day of any month during the Term hereof.

           3.2 Rental Adjustments. Lessee shall pay to Lessor, as additional Monthly Rental, the rental adjustments more particularly described in Exhibit "C" attached hereto. Lessee’s obligation to pay the Monthly Rental and Late Charge, if applicable, to Lessor, and Lessee’s obligation to pay the rental adjustments referred to in this Paragraph 3.2 and Exhibit "C" attached hereto, shall survive the expiration or early termination of this Lease.

           4. SECURITY DEPOSIT. [This section intentionally deleted by the parties.]

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           5. SERVICES. As long as Lessee is not in default under any of the provisions of this Lease, Lessor agrees to furnish to or provide for the Premises the services described below, without charge except as provided for herein.

           5.1 Services. From 8:00 a.m. to 6:00 p.m. on weekdays and 8:00 a.m. to 1:00 p.m. on Saturday ("Building Standard Hours") (excluding legal holidays), Lessor shall furnish the Premises with electricity for lighting and operation of low power usage office machines, water, heat and air conditioning and elevator service. During all other hours, Lessor shall furnish such service except for heat and air conditioning. Lessor shall also provide fluorescent light replacement service for Lessor furnished light fixtures, toilet room supplies, window washing at reasonable intervals, and customary building janitorial service. No janitorial service shall be provided Saturdays, Sundays, or legal holidays. Lessee agrees to notify Lessor prior to its use of electrical business or other office machines which are not low power usage machines, and to pay to Lessor the amount of additional charge as determined by Lessor therefor.

           5.2 Interruption or Discontinuance of Service. Lessor shall not be liable for any loss, injury or damage to property or person, including, without limitation, consequential, derivative, incidental or special damages, caused by or resulting from any variation, interruption, or failure of such services due to any cause whatsoever or from failure to make any repairs or perform any maintenance. No temporary interruption or failure of such services

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incident to making of repairs, alterations, or improvements, or due to accident, strike, or conditions or events beyond Lessor’s reasonable control shall be deemed an actual or constructive eviction of Lessee or relieve Lessee from any of Lessee’s obligations hereunder, including, without limitation, the prompt and punctual payment of Monthly Rental.

           6. USE OF PREMISES. Lessee covenants and agrees to use and occupy the Premises as general business offices and for no other purposes. Further, Lessee agrees as follows: to use the Premises in a careful, safe and proper manner, ordinary wear and tear excepted; to pay to Lessor on demand for any damage to the Premises caused by misuse or abuse of such Premises by Lessee, its agents or employees, or any other person entering upon the Premises under express or implied invitation of Lessee; not to place or permit to be placed in the Premises any excessively heavy objects, including, without limitation, safes or computers, without the prior written consent of Lessor as to the weight per square foot and position of such heavy articles; and, not to use or permit the Premises to be used by any purposes prohibited by the laws, codes, rules and regulations of the United States, the State of Georgia, or any applicable political subdivision thereof. Lessee shall not commit waste, or suffer or permit waste to be committed, or permit any nuisance on or in the Premises.

           7. CONDITION OF PREMISES – ACCEPTANCE BY LESSEE. Lessee accepts the Premises, including the Building, improvements and personalty thereto, "AS IS", in their present condition on the date of the commencement of the term of this Lease, and as suited for the use intended by Lessee, except for items of "tenant finish" and such other items as are set forth in a Work Letter which shall be attached hereto as Exhibit "E". Lessor and Lessee acknowledge that the Work Letter will be prepared and attached subsequent to the date of execution hereof, but on or before the commencement date of the term hereof. Lessor, or Lessor’s agents, have made no representation or warranty as to the condition of said Premises or as to the use or occupancy which may be made thereof.

           8. MAINTENANCE, REPAIRS AND ALTERATIONS. Lessor may enter the Premises at reasonable hours: to maintain and clean the Premises; to exhibit same to prospective purchasers or tenants; to inspect the Premises to see that Lessee is complying with all its obligations hereunder; and to make repairs required by Lessor under the terms hereof or repairs to any adjoining space.

           8.1 REPAIRS BY LESSEE. Lessee shall be liable for and shall hold Lessor harmless in respect of damage or injury to the Premises, or the person or property of the Lessee, or the person or property of Lessor’s other tenants, or anyone else, if arising out of the negligence or wilful misconduct of Lessee, its agents, servants, employees, licensees or invitees. Lessee shall report in writing to Lessor any defective condition known to him which Lessor is required to repair and failure to so report shall make Lessee responsible for damages resulting from such defective condition. Such report shall be made within three (3) weekdays. All personal

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property kept upon the Premises shall be at the risk of Lessee only, and Lessor shall not be liable for any damages thereto or theft thereof. Lessee shall keep the Premises in a sound, safe, and fit condition. Lessee will make no alteration in, or addition to, the Premises without obtaining Lessor’s prior written consent. All additions, fixtures and improvements, whether temporary or permanent in character (except only the movable office furniture of Lessee, made in or upon the Premises, either by Lessee or Lessor, shall be Lessor’s property, and shall remain upon the Premises at the termination of said Term by lapse of time or otherwise, without compensation to Lessee. If requested by Lessor, Lessee shall, at or before the expiration of the Term, or any extension or renewal thereof, remove any additional fixtures or improvements made by or for it, and restore the Premises to its original condition.

           8.2 REPAIRS BY LESSOR. In the event Lessor, during the Term of this Lease, shall be required by the order or decree of any court or any other governmental authority, to repair, alter, remove, reconstruct or improve any part of the Premises, then such repairing, alterations, removal, reconstruction or improvements may be made by and at the expense of Lessor, and shall not in any way affect the obligations or covenants of Lessee herein contained, and Lessee hereby waives all claims for damages or abatement or setoff of rent because of such repairing, alteration, removal, reconstruction or improvement; provided, however, Lessee shall pay for the cost of such repairs if same are required because of any special use of the Premises by Lessee. Lessor shall not be responsible for any latent defect or changes in condition in the Building, improvements and personalty, and the Monthly Rental hereunder shall in no case be withheld or diminished by any abatement or setoff of rent, or otherwise, on account of any defect therein, nor any change of condition thereof, nor for any damage occurring thereto. Lessor shall not be required to make any repairs or improvements to the Premises, except structural repairs necessary for safety and tenantability.

           9. MECHANICS’ LIENS. Lessee shall keep the Premises free and clear of all mechanics’ liens and other liens on account of work done, materials ordered or obligations incurred by or on behalf of Lessee or persons claiming under it. Lessee hereby agrees to indemnify, defend and save Lessor harmless of and from all liability, loss, damage, costs or expenses, including reasonable attorneys’ fees, incurred on account of any claims of any nature whatsoever, including any such claims on liens. Should any such liens be filed or recorded against the Premises or any action affecting the title thereto be commenced, Lessee shall cause such liens to be removed of record or bonded within five (5) days after notice from Lessor. If Lessee shall be in default in removing or binding any such lien, Lessor may (but without being required to do so) pay such lien or claim. The entire amount so paid, together with Lessor’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, shall be immediately due from Lessee to Lessor as additional rent hereunder.

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           10. INSURANCE. Lessee agrees that it shall, at all times during the Term hereof, carry and maintain, for the mutual benefit of Lessor and Lessee, what is commonly known as fire and extended coverage insurance naming Lessor as an additional insured, and containing a waiver of rights of subrogation against Lessor, insuring Lessee’s improvements in the Premises and its interest in office furniture, equipment, supplies and all other personal property, and Lessee hereby waives any right of action against Lessor for loss or damage to its improvements, fixtures and personal property in the Premises. Insurance required hereunder shall be in companies rated A:XIII or higher in "Best’s Key Rating Guide", shall be non-cancellable without thirty (30) days notice to Lessor, shall be in amounts approved by Lessor, and shall not be subject to reduction of coverage. Lessee shall deliver to Lessor certificates of such insurance. The limit of such insurance shall in no way limit the liability of Lessee.

          If Lessee should engage in any use upon the Premises that causes the premium charged Lessor for its fire and extended coverage insurance or any other insurance to increase above the premium amount that is considered a normal or average premium amount in the Atlanta metropolitan area for a premium of this type, then Lessee agrees, upon demand, to pay the cost of any such increase.

           11. SUBLETTING, ASSIGNMENT AND TRANSFER OF OWNERSHIP.

           11.1 Subletting and Assignment. Lessee shall not, without the prior written consent of Lessor, which consent may be given or withheld in Lessor’s sole discretion, assign this Lease or any interest thereunder, or sublet the Premises or any part thereof, or permit the use of the Premises by any party other than Lessee, or otherwise mortgage, hypothecate or encumber its interest under this Lease or in the Premises. Consent by Lessor to any one assignment or subletting shall not be construed to relieve Lessee from obtaining the prior written consent of Lessor to any further assignment or subletting nor shall it waive Lessor’s right to refuse to consent to any other such request. Such assignment or subletting, or the consent of Lessor thereto, shall not relieve Lessee of its primary obligations to Lessor hereunder. It is agreed that if Lessee requests Lessor’s consent to an assignment or subletting of all or any portion of the Premises, it shall submit to Lessor in writing the name of the proposed assignee or sublessee, the terms and conditions of the assignment or subletting, and the nature, character and references of the business of the proposed assignee or sublessee, along with such other information regarding the proposed assignee or sublessee as Lessor shall request.

          In addition to the Monthly Rental otherwise due and payable hereunder, it is hereby agreed that during the Term hereof and any approved sublease hereof, Lessee shall pay to Lessor as additional Monthly Rental, one hundred percent (100%) of the amount by which the rental received by Lessee from its subtenant exceeds the Monthly Rental hereunder.

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           11.2 Transfer of Ownership. If Lessee is a corporation or partnership, and if at any time during the Term of this Lease the person or persons who, on the commencement Date of the Term, own or owns a majority of such corporation’s voting shares or the general partner’s interest in such partnership, as the case may be, cease or ceases to own a majority of such shares (whether such sale occurs at one time or at intervals so that, in the aggregate, such a transfer shall have occurred), or general partner’s interest, as the case may be (except as the result of transfer by inheritance), then an "assignment" shall be deemed to have occurred for purposes of this Paragraph 11. Lessee shall notify Lessor in writing not less than thirty (30) days prior to such "assignment", and the rest of the above provisions regarding Lessor’s rights, and consent to such "assignment", shall apply to such "assignment". For the purposes of this Pa