SECOND SUBLEASE AGREEMENT

 

<PAGE>

 

                                                                    EXHIBIT 10.1

 

                            SECOND SUBLEASE AGREEMENT

 

1.     PARTIES

 

      THIS SECOND SUBLEASE AGREEMENT (the "Sublease") is entered into as of the

      2nd day of May, 2005, by and between INTERNET COMMERCE CORPORATION

      ("SUBLESSEE"), and BIANCO HOPKINS & ASSOCIATES, INC. ("SUBLESSOR"), as a

      Sublease under the Master Lease dated March 27, 2003, entered into by

      CORNERS REALTY CORPORATION, INC. ("CORNERS REALTY"), as Lessor, and

      HITACHI ELECTRONIC DEVICES (USA), INC ("HITACHI"), under the Master Lease,

      as Lessee, and the related Sublease Agreement dated March 17, 2004,

      between Hitachi and Sublessor (the "First Sublease"). A copy of said

      Master Lease and the First Sublease are attached hereto, marked Sublease

      Exhibit "B," and incorporated herein by reference.

 

      This agreement will hereafter be a sublease under the First Sublease and

      the Master Lease.

 

2.     PROVISIONS CONSTITUTING SUB-SUBLEASE

 

      This Sublease is subject to all of the terms and conditions of this Second

      Sublease Agreement including those contained in the Special Stipulations

      attached hereto marked as Sublease Exhibit "A." This Sublease also adopts

      by reference all those provisions of the Lease Agreement and the First

      Sublease attached hereto as Sublease Exhibit "B" except where such

      provisions are directly in conflict with the provisions of this Second

      Sublease Agreement. Accordingly, Sublessee shall be obligated hereunder

      the same as Hitachi under the Lease Agreement.

 

3.     PREMISES

 

      Sublessor leases to Sublessee and Sublessee hires from said Sublessor the

      premises situated at 6025 Corners Parkway, Suite 100, in the City of

      Norcross, County of Gwinnett, State of Georgia, 30092 (the "Premises") and

      consisting of approximately 12,949 rentable square feet. Sublessee leases

      the Premises in its "as-is" condition.

 

4.     TERM

 

       4.1    Term. The term of this Sublease shall be for a period commencing on

            July 1, 2005 (Commencement Date) and ending on May 31, 2010, subject

            to any required approval by Lessor per the Master Lease.

 

      4.2    Delay in Commencement. Notwithstanding said Commencement Date, if,

            due to delays in the lessor approval process, Sublessor cannot

            deliver possession of the Premises to Sublessee on said date,

            Sublessor shall not be subject to any liability therefore, nor shall

            such failure affect the validity of this Lease or the

 

                                       1

<PAGE>

 

            obligations of Sublessee hereunder or extend the term hereof, but in

            such case Sublessee shall not be obligated to pay rent until

            possession of the Premises is tendered to Sublessee; provided,

            however, that if Sublessor shall not have delivered possession of

            the Premises within ten (10) days from said Commencement Date,

            Sublessee may, at Sublessee's option, by notice in writing to

            Sublessor within ten (10) days thereafter, cancel this Sublease. If

            this Sublease is canceled as herein provided, Sublessor shall return

             any monies previously deposited by Sublessee, and the parties shall

            be discharged from all obligations hereunder. Once Sublessor's

            broker is in receipt of Sublease document, Lessor Consent form and

            Commission Agreement executed by Sublessee and Sublessee's Broker,

            these documents shall be sent to Sublessor via next day delivery for

            execution by Sublessor. Sublessor shall return fully executed

            documents via next day delivery to Sublessor's Broker within five

            business days of receipt thereof. These documents will be presented

            to Corners Realty for approval.

 

      4.3    Early Possession. Once Corners Realty has approved this transaction,

            Sublessor shall permit Sublessee to occupy the Premises prior to the

            Commencement Date of the term for the purpose of installing

            additional furniture, recabling space for data and phone system,

            reconfiguring existing furniture, connecting T1, and activating

            security system. Occupancy shall be subject to all of the provisions

            of this Sublease, excluding the payment of rent. Said early

            possession shall not advance the termination or the Commencement

            Date of this Sublease.

 

5.     RENT

 

      Sublessee shall pay to Hitachi for the account of Sublessor as rent for

      the Premises equal monthly installments as shown on Sublease Exhibit "A",

      in advance, on the first day of each month of the term hereof. Sublessee

      shall pay Sublessor to be held in escrow for the benefit of Hitachi, upon

      the execution of this Second Sublease Agreement, the sum of ELEVEN

      THOUSAND ONE HUNDRED FOURTEEN AND 56/100 Dollars ($11,114.56) as rent for

      the month beginning July 1, 2005. Rent for any period during the term

      hereof which is for less than one (1) month shall be a pro rata portion of

      the monthly installment. Rent shall be payable without notice or demand

      and without any deduction, offset, or abatement in lawful money of the

      United States of America to Hitachi at the address stated herein or in the

      Master Lease or the First Sublease. Sublessor shall receive monthly

      notification of rental payments by Sublessee.

 

6.     SECURITY DEPOSIT

 

      Sublessor shall surrender all rights to the deposit held by Hitachi

      Corporation as of July 1, 2005 to Sublessee, and Sublessee shall assume

      the right to recover said deposit at the end of the Sublease term. As a

      result of such surrender, Sublessee has established a deposit with

      Hitachi, of Thirty Two Thousand Three Hundred Seventy-Three and 33/100

      Dollars ($32,373.33) as security for Sublessee's faithful performance of

      Sublessee's obligations hereunder. Said Security Deposit (including

      interim returns of the deposit as

 

                                        2

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      cited in Item 2 of Exhibit "A") shall be returned to Sublessee according

      to the schedule in Exhibit "A." If Sublessee fails to pay rent or other

      charges due hereunder, or otherwise defaults with respect to any provision

      of this Sublease, Hitachi, may use, apply, or retain all or any portion of

      said deposit for the payment of any rent or other charge in default or for

      the payment of any other sum to which Hitachi may become obligated by

      reason of Sublessee's default, or to compensate Hitachi for any loss or

      damage which Hitachi may suffer thereby. If Hitachi so uses or applies all

      or any portion of said deposit, Sublessee shall within ten (10) days after

      written demand therefore deposit cash with Hitachi in an amount sufficient

      to restore said deposit to the full amount hereinabove stated, and

       Sublessee's failure to do so shall be a breach of this Sublease, and

      Sublessor may at its option terminate this Sublease. Hitachi shall not be

      required to keep said deposit separate from its general accounts. If

      Sublessee performs all of Sublessee's obligations hereunder, said deposit,

      or so much thereof as had not theretofore been applied by Hitachi, shall

      be returned, without payment of interest for its use, to Sublessee within

      ten (10) days after the expiration of the Sublease term.

 

      Sublessor will receive THIRTY TWO THOUSAND THREE HUNDRED SEVENTY THREE AND

      33/100 Dollars ($32,373.33) from Sublessee on July 1, 2005 provided that

      possession of the Premises shall have passed to Sublessee on or before

       that date and be continuing. This will be the equivalent of the security

      deposit being held by Hitachi as of July 1, 2005.

 

7.     USE AND EARLY POSSESSION

 

      A) The Premises shall be used and occupied only for general office and

      administrative purposes. The Premises shall not be used for any illegal

      purposes nor in any manner in which violates any regulation of any

      governmental body.

 

      B) Sublessee shall have access to space 30 days prior to Sublease

      Commencement Date for the purpose of cabling, moving furniture and

      configuring space.

 

8.     BROKER

 

      In this transaction, Sublessor and Sublessee have been represented by

      Benchmark Resources International LLC ("Broker") in a Dual Agency

      relationship. No other broker may lay claim to any compensation regarding

      this transaction.

 

                      [SIGNATURES APPEAR ON FOLLOWING PAGE]

 

                                        3

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      IN WITNESS WHEREOF, the parties have caused this Second Sublease Agreement

to be executed and delivered by their duly authorized officers as of the date

first written above.

 

WITNESS:                                  SUBLESSOR:

 

                                         BIANCO HOPKINS & ASSOCIATES,

 

                                          By: /s/ Rosalie Hopkins

                                            ------------------------------------

 

                                         Title: President

 

                                         Mailing Address:

                                         6025 Corners Parkway

                                         Suite 100

                                         Norcross, Georgia 30071

 

WITNESS:                                  SUBLESSEE:

 

                                          INTERNET COMMERCE CORPORATION

 

                                         By:   /s/ Glen Shipley

                                              ----------------------------------

                                                  Glen Shipley

                                                  Chief Financial Officer

 

                                         Mailing Address:

                                         6801 Governors Lakes Pkwy., Suite 100

                                          Norcross, Georgia 30071

 

                                       4

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                              SUBLEASE EXHIBIT "A"

 

                              Special Stipulations

 

1.     BASE RENT SCHEDULE

 

<TABLE>

<CAPTION>

      Term              Months         Rent PSF         Annualized       Monthly Rent       Total Rent

      ----              ------        --------         ----------       ------------      ------------

<S>                     <C>           <C>             <C>               <C>               <C>

7/1/05 - 5/31/06          12          $   10.30        $ 133,374.70      $ 11,114.56       $ 133,374.70

6/1/06 - 5/31/07          12          $   10.61        $ 137,388.89      $ 11,449.07       $ 137,388.89

6/1/07 - 5/31/08          12          $   10.93        $ 141,532.57       $ 11,794.38       $ 141,532.57

6/1/08 - 5/31/09          12          $   11.26        $ 145,805.74      $ 12,150.48       $ 145,805.74

6/1/09 - 5/31/10          11          $   11.60        $ 137,691.07      $ 12,517.37       $ 137,691.07

                                                AGGREGATE RENT:                        $ 695,792.97

</TABLE>

 

2.     SECURITY DEPOSIT

 

      Providing Sublessee is not in default as outlined herein under Paragraph

      6, security deposit shall be returned to Sublessee as outlined below:

 

<TABLE>

<CAPTION>

    Date                              Deposit Returned                  Remaining Deposit

    ----                              ----------------                  -----------------

<S>                                   <C>                                <C>

July 1, 2006                          1 Month's Deposit                       2 Months

February 1, 2007                      1 Month's Deposit                       1 Month

</TABLE>

 

      The last month's security deposit shall be held by Sublessor through the

      duration of the Sublease term according to the provisions herein defined.

 

3.     FURNITURE, FIXTURES & EQUIPMENT ("FF&E")

 

      Providing Sublessee is not otherwise in default of this Sublease or the

      Master Lease or the First Sublease, Sublessee shall have the right to use

      the FF&E as described on Exhibit "D". Sublessee agrees to return said FF&E

      to Sublessor in good working order and condition, reasonable wear and tear

      excepted, at the expiration of the Sublease term.

 

4.     INSURANCE

 

      Sublessee shall have same indemnity and insurance obligation as outlined

      in Paragraph 12 of the Master Lease. Sublessee shall also be required to

      submit a "Form of Insurance Certificate" as provided in Exhibit "H" of the

      Master Lease.

 

5.     OPTION TO RENEW

 

      Sublessee hereby forgoes this right as defined in Paragraph 31 of the

      Master Lease.

 

                                       A-1

<PAGE>

 

6.     FIRST REFUSAL OPTION

 

      Sublessee hereby forgoes this right as defined in Paragraph 32 of the

      Master Lease.

 

7.     OPERATING EXPENSES

 

      Sublessee shall not be responsible for any increases in Operating Expenses

      during the term of this Sublease.

 

8.     DEFAULTS

 

      Sublessee shall be obligated to Sublessor according to the same provisions

      defined in Paragraph 15 of the Master Lease relating to an "Event of

      Default."

 

9.     ASSIGNMENT AND SUBLETTING

 

      Sublessee must first obtain prior written approval to sublease or assign

      this Sublease from both Sublessor and Corners Realty, which may be not be

      unreasonably withheld at Sublessor's sole discretion, but shall not be

      unreasonably withheld. Should Sublease result in "Sublease Additional

      Rent" as defined in Paragraph 10(g) of the Master Lease, Sublessee shall

      pay to Hitachi a sum of one hundred (100%) percent of this amount. All

      other provisions of Paragraph 10 of the Master Lease shall be applied to

      Sublessee's requirements in such an event.

 

10.    SIGNAGE

 

      Sublessee shall be responsible for all expenses incurred with establishing

      signage on the building directory and at Sublessee's suite and shall deal

      with Corners Realty directly on such matters.

 

                                       A-2

<PAGE>

 

                              SUBLEASE EXHIBIT "B"

 

                                 Lease Agreement

 

                                 LEASE AGREEMENT

 

                                     BETWEEN

 

                         CORNERS REALTY CORPORATION, INC.

                                   (Landlord)

 

                                       AND

 

                     HITACHI ELECTRONIC DEVICES (USA), INC.

                                    (Tenant)

 

                            DATED: As of March 27, 2003

 

                                      B-1

<PAGE>

 

                                TABLE OF CONTENTS

<TABLE>

<S>                                                                              <C>

1.        BASIC LEASE INFORMATION                                                   1

2.        TERM AND POSSESSION                                                       2

3.        BASE RENT; ADDITIONAL RENT                                                4

4.        USE                                                                        7

5.        LANDLORD'S SERVICES                                                       9

6.        REPAIRS                                                                  11

7.        ALTERATIONS                                                               12

8.        RULES AND REGULATIONS                                                    13

9.        ACCESS BY LANDLORD                                                       13

10.       ASSIGNMENT AND SUBLETTING                                                 14

11.       CONDEMNATION                                                             17

12.       INSURANCE AND INDEMNITY                                                  18

13.       DAMAGE AND DESTRUCTION                                                    21

14.       SECURITY DEPOSIT                                                         22

15.       DEFAULTS                                                                 22

16.       REMEDIES                                                                  23

17.       SURRENDER OF PREMISES                                                    25

18.       HOLDING OVER                                                             26

19.       BANKRUPTCY                                                                26

20.       INTENTIONALLY DELETED                                                    26

21.       SUBORDINATION; ESTOPPEL CERTIFICATES                                     27

22.       MECHANIC'S LIENS AND OTHER TAXES                                          27

23.       QUIET ENJOYMENT                                                          28

24.       CERTAIN RIGHTS RESERVED TO LANDLORD                                      28

25.       NOTICES                                                                   28

26.       BROKERS AND AGENTS                                                       29

27.       PARKING                                                                  30

28.       LANDLORD'S LIEN                                                           30

29.       MISCELLANEOUS                                                            31

32.       FIRST REFUSAL OPTION                                                     36

33.       SATELLITE DISH                                                            37

 

EXHIBIT A - INTENTIONALLY DELETED                                                 00

EXHIBIT B - FLOOR PLAN                                                           B-1

EXHIBIT C - PLANS AND SPECIFICATIONS                                              C-1

EXHIBIT D - WORK AGREEMENT                                                       D-1

EXHIBIT E - COMMENCEMENT DATE AGREEMENT                                          E-1

EXHIBIT F - JANITORIAL SPECIFICATIONS                                             F-1

EXHIBIT G - RULES AND REGULATIONS                                                G-1

EXHIBIT H - FORM OF INSURANCE CERTIFICATE                                        H-1

</TABLE>

 

<PAGE>

 

      This Lease Agreement ("Lease") is made as of the date last executed by the

parties below, by and between CORNERS REALTY CORPORATION, INC., a Delaware

corporation ("Landlord"), and HITACHI ELECTRONIC DEVICES (USA), INC., a Delaware

corporation, having an address at Suite 100, 6025 The Corners Parkway, Norcross,

GA 30092 ("Tenant").

 

                              W I T N E S S E T H :

 

      The parties hereto, for themselves, their legal representatives,

successors and assigns, agree as follows:

 

      1. BASIC LEASE INFORMATION. The terms used in this Lease shall have the

meanings set forth in this Paragraph 1.

 

            (a) Building. The office building located at 6025 The Corners

Parkway, Norcross, GA 30092 and commonly known as "The Corners" and "Peachtree

Corners."

 

            (b) Land. Those certain parcels of land upon which 6025 The Corners

Parkway is built.

 

            (c) Park. The Land and all improvements thereon, including, without

limitation, the Building and the Common Areas.

 

            (d) Premises. Suite Number 100 substantially as shown on Floor

Plan(s) attached hereto as Exhibit B and made a part hereof, which the parties

agree contains 12,949 rentable square feet as of the date of this Lease.

 

            (e) Common Areas. Those certain areas and facilities of the Building

and the Park which are from time to time provided by Landlord, in its

discretion, for the use of tenants and their employees, clients, customers,

guests, licensees and invitees or for use by the public.

 

            (f) Permitted Uses. Executive and administrative offices reasonable

and customary for Tenant's business as an electronic manufacturer and related

uses thereto.

 

            (g) Commencement Date. June 1, 2003.

 

            (h) Expiration Date. May 31, 2010.

 

            (i) Term. Beginning on the Commencement Date and ending at 11:59

p.m. on the Expiration Date, unless this Lease is sooner terminated as provided

herein.

 

            (j) Tenant's Share. 27.5%

 

            (k) Rent. The Base Rent, the Additional Rent, as defined in

Paragraph 3, and all other sums due from Tenant to Landlord hereunder.

 

                                       1

<PAGE>

 

            (1) Base Rent:

 

<TABLE>

<CAPTION>

                                      PER RENTABLE

LEASE PERIOD                           SQUARE FOOT                 ANNUALLY             MONTHLY

--------------                         -----------               ------------         -----------

<S>                                    <C>                       <C>                  <C>

6/1/03-5/31/04                           $   18.00                 $ 233,082.00         $ 19,423.50

6/1/04-5/31/05                           $   18.54                $ 240,074.46         $ 20,006.21

6/1/05-5/31/06                           $   19.10                $ 247,325.90         $ 20,610.49

6/1/06-5/31/07                            $   19.67                $ 254,706.83         $ 21,225.57

6/1/07-5/31/08                           $   20.26                $ 262,346.74         $ 21,862.23

6/1/08-5/31/09                           $   20.87                $ 270,245.63         $ 22,520.47

6/1/09-5/31/10                           $   21.49                $ 278,274.01         $ 23,189.50

</TABLE>

 

            (m) Operating Expense Base. The Operating Expenses paid or incurred

with respect to the year beginning January 1, 2003.

 

             (n) Security Deposit. None.

 

            (o) Tenant's Broker(s). NONE.

 

            (p) Landlord's Broker/Manager. Trammell Crow Company.

 

            (q) Option to Renew. One (1) five (5) year option pursuant to

                                 Paragraph 31.

 

            (r) Right of First Refusal. NOT APPLICABLE.

 

            (s) Tenant Improvement Allowance. $18.00 per rentable square foot.

 

      2.     TERM AND POSSESSION.

 

            (a) Landlord hereby leases to Tenant and Tenant hereby hires from

Landlord the Premises for the Term. During the Term, Tenant shall have the right

to use the Common Areas in common with others and in accordance with the Lease

and the Rules and Regulations.

 

            (b) INTENTIONALLY DELETED.

 

            (c) In the event this Lease pertains to Premises in which building

interior finish is to be constructed by Landlord (the "Leasehold Improvements"),

the Commencement Date shall be the date set forth in Subparagraph 1(g). If a

Leasehold Improvement Allowance is set forth in Paragraph 1 above, then Tenant

shall be responsible for all hard and soft costs incurred in connection with the

design and construction of the Leasehold Improvements which are in excess of the

Tenant Improvement Allowance. "The Substantial Completion Date," if

 

                                       2

<PAGE>

 

relevant, shall be the date upon which the Leasehold Improvements have been

substantially completed as defined in Exhibit D, Article IX as evidenced by the

issuance of a certificate of occupancy by applicable governmental authorities,

except for punch list items, in accordance with the plans and specifications

("Plans and Specifications") attached hereto as Exhibit C and made a part

hereof, and the Work Agreement ("Work Agreement") attached hereto as Exhibit D

and made a part hereof, provided however, that if Landlord shall be delayed in

such substantial completion as a result of: (i) Tenant's failure to agree to

Plans and Specifications, and cost estimates within ten (10) Business Days after

receipt thereof; (ii) Tenant's request for materials, finishes or installations

other than Landlord's standard; (iii) Tenant's changes in Plans and

specifications; (iv) the performance or completion by a party employed by

Tenant, or (v) the failure by Tenant to make payment for the cost of the

Leasehold Improvements in excess of the Tenant Improvement Allowance as set

forth above, the Commencement Date and the payment of Rent hereunder shall be

accelerated by the number of days of such delay, and provided further that if

Landlord cannot substantially complete the Premises as a result of any of events

(i) through (v) above, Landlord may at its election complete so much of the

Leasehold Improvements as may be practical under the circumstances and, by

written notice to Tenant, establish the Commencement Date as the date of such

partial completion, subject to any applicable accelerations due to delays

resulting from events (i) through (v) above. Tenant shall provide Landlord with

a punch list within ten (10) days of the Substantial Completion Date, and

Landlord shall proceed to complete these items promptly, and Landlord shall use

all reasonable efforts to complete such work in not more than thirty (30) days

after receipt of such list. The taking of possession by Tenant shall be deemed

conclusively to establish that the Leasehold Improvements have been completed in

accordance with the plans and specifications (except for punch list items) and

that the Premises are in good and satisfactory condition.

 

            (d) Intentionally deleted.

 

            (e) Landlord may submit to Tenant a written agreement, substantially

in the form annexed as Exhibit E, confirming the date fixed by Landlord, in

accordance with the provisions of this Lease, as the Commencement Date and the

Expiration Date, and Tenant shall execute such agreement and return it to

Landlord within fifteen (15) calendar days thereafter after a showing of

compliance with Exhibit D, Article IX attached hereto. Any failure of the

parties to execute such written agreement shall not affect the validity of the

Commencement Date or the Expiration Date as fixed and determined by Landlord. In

the event of any dispute as to the substantial completion of work required to be

performed by Landlord, the certificate of Landlord's architect or general

contractor shall be conclusive.

 

            (f) Notwithstanding anything to the contrary in this Lease, Tenant

may occupy the Premises prior to the Commencement Date for the installation of

modular furniture, telephones, personal property, office systems, computers and

the like, without any rent charge. If, however, Tenant commences the conduct of

business in the Premises before the Commencement Date set forth in Subparagraph

1(g) of this Lease, the Commencement Date shall be modified to be the date

Tenant commences the conduct of business in the Premises. Landlord will use all

reasonable efforts to have the Premises available by June 1, 2003.

 

                                       3

<PAGE>

 

            (g) To the extent that the Commencement Date shall be delayed beyond

the Finish Date by reason of the circumstances contemplated by Article VII of

the Work Agreement annexed to this Lease as Exhibit D or by Subparagraph 29 (v),

the date that shall constitute the Finish Date shall be delayed by the period of

time equal to the duration of all such delays. In the event that the Finish Date

is extended for reasons wholly unrelated to acts attributable to Tenant, the

provisions set forth in Subparagraph 29(v) regarding force majeure shall apply.

 

      3.     BASE RENT; ADDITIONAL RENT.

 

            (a) Tenant shall pay in advance to CORNERS REALTY CORPORATION, INC.,

P. O. Box 531258, Atlanta, Georgia 303533-1258, or at such other place as

Landlord shall designate in writing, promptly, without notice, demand, offset or

deduction, in lawful money of the United States of America on the first day of

each calendar month during the Term: (i) the Base Rent as set forth in Paragraph

1(1) in equal installments in advance of the first day of each calendar month of

the Term; and (ii) the additional rent ("Additional Rent") consisting of all

other sums of money as shall become due from and be payable by Tenant under this

Lease including, but not limited to, those described in Subparagraph 3(b) below

(for default in the payment of which Landlord shall have the same remedies as

for a default in the payment of Base Rent). If the Term commences on a day other

than the first day of a month, or terminates on a day other than the last day of

a month, the Base Rent for the first and last partial month shall be prorated

based upon the actual number of days leased in such month.

 

            (b) Beginning June 1, 2003, Tenant shall pay to Landlord, as

Additional Rent, at the same time as the monthly installment of Base Rent is

paid, an amount equal to one-twelfth (1/12th) of Landlord's estimate (as

determined by Landlord in its sole discretion) of Tenant's Share of ay projected

increase in Operating Expenses for the particular calendar year in excess of the

operating Expense Base (the "Estimated Escalation Increase"). If, for any

reason, Landlord has not provided Tenant with an Estimated Escalation Increase

Statement ("Estimated Escalation Increase Statement") on or before the first day

of any year during the Term, then, (i) until the first day of the calendar month

following the month in which Tenant is given the Estimated Escalation Increase

Statement, Tenant shall continue to pay to Landlord on the first day of each

calendar month the sum, if any, payable by Tenant under this Paragraph for the

month of December of the preceding year. Within nine (9) months after January 1

of each year during the Term, or as soon thereafter as is practicable, Landlord

shall furnish Tenant with a statement of the actual Operating Expenses for the

preceding year and the actual amount of Tenant's Share of any increase in

Operating Expenses in excess of the operating Expense Base ("Revised Escalation

Statement"). Thereafter, Landlord shall be entitled, if circumstances warrant,

to issue revised, corrected or supplemental statements at any time and from time

to time following the issuance of the initial statement. Within ten (10) days

after Landlord's delivery of such Revised Escalation Statement, Tenant shall

make a lump sum payment to Landlord in the amount, if any, by which Tenant's

Share of the increase in the Operating Expenses for the preceding calendar year

in excess of the Operating Expense Base, as shown on such Revised Escalation

Statement, exceeds the aggregate of the monthly installments of Tenant's

payments of the Estimated Escalation Increase paid during such preceding year.

If Tenant's Share of the actual increase in operating Expenses, as shown on such

Revised Escalation Statement, is less than the aggregate of the monthly

installments of the Estimated Escalation Increase actually paid by Tenant during

such preceding year, then Landlord shall apply such amount to the next accruing

installments of

 

                                       4

<PAGE>

 

Additional Rent due from Tenant under this Paragraph 3 until fully credited to

Tenant. Landlord's rendering or failure to render any Revised Escalation

Statement with respect to any calendar year shall not prejudice Landlord's right

thereafter to render a Revised Escalation Statement. Any Revised Escalation

Statement shall be conclusively binding upon Tenant unless Tenant shall send

written notice to Landlord objecting to and specifying, to the extent reasonably

practicable, the respects in which the Revised Escalation Statement is disputed,

within thirty (30) days after such Revised Escalation Statement is sent. Pending

the resolution of any dispute concerning a Revised Escalation Statement, Tenant

shall pay to Landlord the amounts shown on the Revised Escalation Statement when

due.

 

             (c) For the purposes of this Lease, the term "Operating Expenses"

shall mean all expenses and disbursements of every kind (subject to the

limitations set forth below) which Landlord incurs, pays or becomes obligated to

pay in connection with the ownership, operation and maintenance of the Building

and the Park, determined in accordance with generally accepted accounting

principles consistently applied, including but not limited to the following: (i)

wages and salaries of all employees engaged in the operation, repair,

replacement, maintenance and security of the Building, including taxes,

insurance, bonuses, pension and benefits relating thereto; (ii) Social Security,

unemployment and other payroll taxes, the cost of providing disability and

worker's compensation coverage imposed by any requirement, union contract or

otherwise of such employees; (iii) all supplies and materials whether purchased

or rented, used in the operation, maintenance, repair, replacement and security

of the Building, excluding supplies and materials used in the upfit allowance

granted to Tenant in Subparagraph 1(s) above; (iv) all expenditures, whether by

purchase or lease, made for the Building or Park for the intended purpose of (A)

making the building or Park more energy efficient, (B) reducing Operating

Expenses, (C) enhancing the health, safety or welfare of the tenants, (D)

improving telecommunications, (E) ensuring that no Building System is

interrupted by the year 2000 data processing issue, or (F) complying with all

applicable laws, rules, ordinances and codes as may be promulgated by any

governmental authority enacted after the date of this Lease, the total cost of

which is not generally includable in Operating Expenses for the operating year

in which they were made shall nevertheless be included in such Operating

Expenses for the operating year in which it was made and in Operating Expenses

for each succeeding operating year, and such annual expense shall be determined

by dividing the original capital expenditure, plus an interest factor computed

at the Applicable Rate (as defined below) in effect as the time Landlord made

the expenditure, by the number of years of useful life of the expenditure (the

useful life being determined by Landlord in accordance with generally accepted

accounting principles and practices in effect at the time of such expenditure);

(v) all gas, oil, steam, electricity, water, sewer rental, HVAC and other

utilities, other than the cost of utilities directly reimbursed to Landlord

(i.e., through submeters or comparable devices) by the Building's tenants; (vi)

all insurance costs (including deductibles) applicable to the Park and

Landlord's personal property used in connection therewith, including but not

limited to casualty, liability, workers' compensation and rent insurance; (vii)

all taxes and assessments and governmental charges whether federal, state,

county or municipal, and whether they be by taxing or management districts or

authorities presently taxing or by others, subsequently created or otherwise,

and any other taxes and assessments attributable to the Building, equipment and

facilities, Land and Common Areas of the Park (or their operation), excluding,

however, federal and state taxes on income (collectively, "Taxes"), and all

expenses, including fees and disbursements incurred by Landlord in contesting

the validity or amount of Taxes or in obtaining a refund of Taxes shall be

 

                                       5

<PAGE>

 

considered as part of the Taxes for the calendar year (and if the present method

of taxation changes so that in lieu of the whole or any part of any Taxes levied

on the Park or Building, there is levied on Landlord a capital tax directly on

the rents received or a franchise tax, assessment, or charge based, in whole or

in part, upon such rents for the Building, then all such taxes, assessments or

charges or the part thereof so based, shall be deemed to be included within the

term "Taxes" for the purposes hereof); (viii) the cost of security, repairs,

replacements and general maintenance (including service or maintenance contracts

with independent contractors) of the interior and exterior of the building and

the Park (including, but not limited to, the roof, the foundation and the

exterior walls, light bulbs and glass breakage, redecorating, repainting,

recarpeting and other such work of any Common Areas, heating, ventilation and

air conditioning, plumbing and electrical equipment and maintenance, trash and

rubbish removal, security services, concierge service, janitorial service,

grounds maintenance, alarm services, window cleaning, promotional and seasonal

expenses, telephones and stationery, parking areas and landscaping), whether

performed by Landlord or pursuant to service or maintenance contracts with

independent contractors; (ix) rent and escalations payable under any ground

lease pertaining to the Land; (x) depreciation of hand tools and other movable

equipment; (xi) management fees; (xii) sales, use and other similar taxes; (xii)

legal, accounting and other professional fees and expenses; and (xiv) anything

which could be classified as an Operating Expense under generally accepted

accounting principles, consistently applied, but not specified or expressly set

forth hereunder. The "Applicable Rate" shall mean the lesser of (a) three

percentage points over the then current Base Rate (or any other term used by

Citibank, N.A., from time to time, for the rate presently known as the Base

Rate) announced by Citibank, N.A., or its successor, and (b) the maximum rate

permitted by law.

 

            (d) There shall be specifically excluded from the definition of the

term Operating Expenses the following expenses: (1) repairs or replacements

incurred by reason of fire or other casualty or condemnation to the extent

Landlord is compensated by the proceeds of insurance or by Tenant or other third

parties; (2) capital improvements made to the Building, other than improvements

described in Subparagraph 3(c)(iv) above and except for items which, though

capital for accounting purposes, are considered maintenance and repair items

under generally accepted accounting principles, such as painting of Common

Areas, replacement of carpet in lobbies, parking lot paving, light poles and

fixtures, and the like; (3) costs incurred in performing work or furnishing

services or utilities for any tenant, whether at such tenant's or Landlord's

expense, to the extent that such work or service is in excess of any work or

service or utilities that Landlord is obligated to furnish to Tenant at

Landlord's expense; (4) refinancing costs, mortgage interest and amortization

payments; (5) leasing commissions, rental concessions and lease buy-outs; (6)

any expense for which Landlord is entitled to be reimbursed by any tenant as an

additional charge in excess of Base Rent and Additional Rent; (7) amortization

and depreciation generally recognized by sound accounting principles, except as

otherwise specifically provided in Subparagraph 3(c) (iv) above and in this

Subparagraph; (8) overhead and profit increments paid to affiliates of Landlord

for services to the extent that such costs exceed the costs of such services

were they not rendered by an affiliate; (9) professional fees not allocated to

the operation or management of the Land or Building and professional fees

allocable to disputes with, or preparation of leases for, tenants and

prospective tenants; (10) advertising and promotional expenses with respect to

the Property; and (11) Landlord's income, franchise, estate or inheritance

taxes.

 

                                        6

<PAGE>

 

            (e) Only Landlord shall be eligible to institute any proceedings to

reduce Taxes. If a refund of Taxes is actually received by Landlord, Landlord

shall send Tenant a Revised Escalation Statement adjusting the Taxes for such

calendar year, taking into account Landlord's expenses and setting forth

Tenant's Share of such refund, and Tenant shall be entitled to receive such

amount by way of a credit against the Additional Rent; provided, however, that

Tenant's Share of such refund shall be limited to the amount of Tenant's Share

of the tax payment previously paid to Landlord and attributable to the tax year

to which the refund applies.

 

            (f) Simultaneously with the execution of this Lease, Tenant shall

pay to Landlord the first installment of the Base Rent. Such sum shall be

applied by Landlord to the first installment of Base Rent. In the event Tenant

fails to take possession of the Premises in accordance with all of the terms

hereof, the first installment of the Base Rent shall be retained by Landlord for

application in reduction, but not in satisfaction, of damages suffered by

Landlord as a result of such breach by Tenant.

 

            (g) In the event Tenant shall fail to pay by the first (1st) day of

the month when due any Rent or any other charges, fees, costs or expenses which

Tenant is obligated or liable to pay to, refund to or reimburse Landlord, Tenant

shall be obligated to pay interest at the rate of one and one-half percent

(1-1/2 %) per month (or any portion of a month) during which such Rent or other

obligation remains outstanding together with a late charge, which shall

constitute liquidated damages, equal to five percent (5%) of the then

outstanding Rent or other obligation. Such interest and late charges shall be

deemed Additional Rent and shall become immediately due and payable along with

the Base Rent and Additional Rent.

 

            (h) The obligations contained in this Paragraph 3 shall survive the

Expiration Date or earlier termination of this Lease.

 

      4.     USE.

 

            (a) Tenant shall continuously occupy, operate and use the Premises

only for the Permitted Uses during the normal business hours of the Building.

Tenant shall comply with all governmental laws, ordinances and regulations

(including, but not limited to, the Americans with Disabilities Act of 1990),

now or hereinafter enacted ("Laws") applicable to the Premises, Tenant's

occupancy, use or manner of use of the Premises and shall promptly comply with

all governmental orders and directives at Tenant's sole expense. Tenant shall

not permit any objectionable or unpleasant odors, smoke, dust, gas, noise or

vibrations to emanate from the Premises or take any other action which would

constitute a nuisance or would disturb or endanger any other tenants of the

Building or unreasonably interfere with their use of their respective premises

or the Common Areas. Tenant shall not receive, store or otherwise handle any

product, material or merchandise which is explosive or highly flammable.

 

             (b) Except for office supplies specifically mentioned below, Tenant

shall not use, handle, store, discharge or fabricate any Hazardous Substances

(as hereinafter defined) in the Premises. The term "Hazardous Substances," as

used in this Lease shall mean pollutants, contaminants, toxic or hazardous

wastes or pollutants or contaminants, or any other substances, the removal of

which is required or the use of which is restricted, prohibited or penalized by

any "Environmental Law," which term shall mean any federal, state or local law,

ordinance, statute,

 

                                       7

<PAGE>

 

rule, regulation or directive promulgated by any governmental authority relating

to pollution or protection of the environment. Tenant hereby agrees that: (i) no

activity will be conducted on the Premises that will produce any Hazardous

Substance; (ii) the Premises will not be used in any manner for the storage of

any Hazardous Substances except for the temporary storage of such materials as

are customarily used in general business offices in office buildings of this

type (the "Permitted Materials") provided such Permitted Materials are properly

stored in a manner and location meeting all Environmental Laws and approved in

advance in writing by Landlord; (iii) Tenant will not permit any Hazardous

Substances to be brought onto the Premises, except for the Permitted Materials,

and if so brought or found located thereon, the same shall be immediately

removed, with proper disposal, and all required cleanup procedures shall be

diligently undertaken pursuant to all Environmental Laws. If, an any time during

or after the Term, the Premises are found to be so contaminated or subject to

said conditions, Tenant agrees to indemnify and hold Landlord, its trustees,

partners, affiliates, shareholders, officers, directors, employees, agents,

contractors and the Manager ("Indemnitees"), harmless from all claims, demands,

actions, liabilities, costs, expenses, damages and obligations of any nature

arising from or as a result of the presence or the use of Hazardous Substances

in the Premises by Tenant.

 

            (c) Tenant will not permit the Premises to be used for any purpose

or in any manner (including without limitation any method of storage) which

would render the insurance thereon void or the insurance risk more hazardous or

cause the Insurance Commissioner or other insurance authority to disallow any

sprinkler credits. If any increase in the fire and extended coverage insurance

premiums paid by Landlord or other tenants for the Building is caused by

Tenant's use and occupancy of the Premises, or if Tenant vacates the Premises

and causes an increase in such premiums, then Tenant shall pay the amount of

such increase to Landlord as Additional Rent.

 

            (d) If Tenant shall receive notice of any violation of, or defaults

under, any Laws or Environmental Laws, liens or other encumbrances applicable to

the Premises, Tenant shall give prompt notice thereof to Landlord.

 

            (e) Tenant agrees that the floor load resulting from Tenant's

furniture, inventory and equipment pertaining to Tenant's use of the Premises

shall not exceed allowable design floor loading for the Building. Tenant shall

hold harmless Landlord from any loss, liability and expenses, both real and

alleged, arising out of or caused by Tenant's negligence or failure to comply

with this Subparagraph (e).

 

            (f) The Premises shall not be used for any purpose that would, in

Landlord's reasonable judgment, tend to lower the first-class character of the

Building, create unreasonable or excessive elevator or floor loads, violate the

certificate of occupancy of the Building, impair or interfere with any of the

Building operations or the proper and economic heating, air-conditioning,

cleaning or any other services of the Building or impair the appearance of the

Building.

 

            (g) The provisions of Paragraph 4 shall survive the termination or

earlier expiration of this Lease.

 

                                       8

<PAGE>

 

      5.     LANDLORD'S SERVICES.

 

            (a) Landlord shall furnish seasonal air conditioning and heating

from 7:00 A.M. to 6:00 P.M. on Mondays through Fridays and from 7:00 A.M. until

1:00 P.M. on Saturdays ("Business Hours") except holidays observed by the City

of Atlanta, State of Georgia, the federal government or labor unions servicing

the Building ("Business Days"). As of the date of this Lease, New Year's Day,

Martin Luther King Day, Memorial Day, Independence Day, Labor Day, Thanksgiving,

the Friday after Thanksgiving and Christmas Day are holidays observed by the

Building ("Holidays"). The Holidays are subject to change from time to time by

Landlord. Should Tenant desire either heating or air conditioning at other

times, Landlord agrees to provide same upon reasonable advance written request

by Tenant, but at Tenant's expense and at such hourly rates as may be determined

from time to time by Landlord, which charge Tenant shall pay promptly upon

demand by Landlord. Tenant agrees to keep and cause to be kept closed all window

coverings, if any, when necessary because of the sun's position, and Tenant also

agrees at all times to cooperate fully with Landlord and to abide by all the

regulations and requirements which Landlord may prescribe for the proper

functioning and protection of the heating, ventilating, and air conditioning

system and to comply with all laws, ordinances and regulations respecting the

conservation of energy. Landlord will not be responsible for failure of the HVAC

System to provide sufficient cooling if such failure results from occupancy of

the Premises by more than one (1) person per two hundred (200) square feet of

usable area or if Tenant shall use in excess of five (5) watts of electricity

per usable square foot for lighting and power. If the occupancy rate is greater

than as described in the previous sentence or if Tenant's partitions are

arranged in a way which interferes with the normal operation of the HVAC System,

Landlord may elect to make changes to the HVAC System or the ducts, and the cost

shall be reimbursed by Tenant to Landlord as Additional Rent within ten (10)

days after demand. Tenant shall not construct partitions or other obstructions

that may interfere with Landlord's free access to mechanical installations in

the Premises or interfere with the moving of Landlord's equipment to and from

such installations. Neither Tenant nor its agents, employees or contractors

shall at any time enter such enclosures or tamper with, adjust, touch or

otherwise affect the mechanical installations. Provided that Tenant's Plans set

forth in Exhibit D and Tenant's occupancy ratio do not exceed the formulas set

forth in this Subparagraph (a), no Additional Rent or other expense shall be

charged by Landlord for HVAC services. If Tenant installs equipment which in

Landlord's opinion produces enough heat to cause comfort problems in the

Building or any part thereof, or if Tenant desires a supplemental air

conditioning system and Landlord has approved same, then Landlord may, at its

option, either cause to be designed or permit Tenant to design a supplemental

air conditioning system, subject to Landlord's approval, and Landlord shall

install such system substantially in accordance with such design. If Tenant has

requested such supplemental system, Tenant shall be responsible for determining

that the design of such system is adequate for its needs. Tenant agrees to pay

Landlord for such equipment, design, review by Landlord's architect and

engineer, installation, metering and consumption of electricity for supplemental

air conditioning. Any such system shall be maintained, at Tenant's sole cost and

expense, by a contractor approved by Landlord. Landlord shall be named as an

additional beneficiary under any warranty on the supplemental air conditioning

system. Landlord shall provide after hours HVAC upon request given twenty-four

(24) hours in advance, at Landlord's then current charge. Landlord's current

charge is $35.00 per hour.

 

                                       9

<PAGE>

 

            (b) Landlord shall cause the Premises (excluding any areas used for

security or for the storage, preparation, service or consumption of food or

beverage) to be cleaned five (5) days per week, excluding Holidays, in the

manner described in Exhibit F attached hereto and made a part hereof, provided

that Tenant shall keep the Premises in order. Tenant shall not provide any

janitorial services without Landlord's prior written consent and then subject

only to supervision by Landlord and by a janitorial contractor or employees at

all times satisfactory to Landlord. Any such services provided by Tenant shall

be at Tenant's sole risk, cost and responsibility. Tenant shall pay the cost of

removing any of Tenant's refuse and rubbish from the Premises and the Building

to the extent that the same, in any one day, exceeds the average daily amount of

refuse and rubbish accumulated in the use of such Premises as offices, as

described in Landlord's cleaning contract or recommended by Landlord's cleaning

contractor. Bills rendered by Landlord shall be paid as Additional Rent within

ten (10) days after demand. Tenant shall cause all portions of the Premises used

for the storage, preparation, service or consumption of food or beverages to be

cleaned daily in a manner reasonably satisfactory to Landlord and to be treated

whenever there is evidence of any infestation. Landlord shall have no obligation

to clean, repair, replace or maintain any "private" plumbing fixtures or

facilities.

 

            (c) Landlord shall furnish electric current for Building standard

tenant lighting and small business machinery only from electric circuits

designated by Landlord for Tenant's use. Such circuits shall be fed into one or

more of the existing electrical panel(s) in the electrical closets located on

the same Building floor as the Premises. Tenant's usage of the panels on any

given floor shall not exceed Tenant's pro rata share (based on rentable square

footage) of the panels' capacity. Tenant agrees that at no time will the

connected electrical load in the Premises exceed in the aggregate five (5) watts

per usable square foot of the Premises. Tenant will not use any electrical

equipment which, in Landlord's opinion, will overload the wiring installations

or interfere with the reasonable use thereof by other users in the Building.

Tenant will not, without Landlord's prior written consent in each instance,

connect any items such as non-Building standard tenant lighting, vending

equipment, printing or duplicating machines, computers (other than desktop word

processors and personal computers), auxiliary air conditioners, and other

computer-related equipment to the Building's electrical system or make any

alteration or addition to the system.

 

            (d) Landlord shall maintain the Common Areas including, but not

limited to, the corridors, the windows in the Building, the mechanical, plumbing

and electrical equipment serving the Building and the structure itself, in good

order and condition, except for damage occasioned by the act of Tenant, its

agents, servants, employees, guests of invitees, which damage shall be repaired

by Landlord at Tenant's expense.

 

            (e) Landlord shall furnish hot and cold water for ordinary drinking,

cleaning and lavatory purposes. If Tenant requires, uses or consumes water for

other purposes, Tenant agrees to install and pay for the cost and maintenance of

a meter or other means to measure Tenant's water consumption. Tenant shall

reimburse Landlord for the cost of all water consumed (including costs of

generating hot water) as Additional Rent, within ten (10) days after demand.

 

                                       10

<PAGE>

 

            (f) Landlord shall not be in default hereunder or be liable for any

damages directly or indirectly resulting from, nor shall the Rent herein

reserved be abated by reason of: (i) the installation, use or interruption of

use of any equipment in connection with the furnishing of any of the foregoing

utilities and services; (ii) failure to furnish or delay in furnishing any such

utilities or services when such failure or delay is caused by Acts of God or the

elements, labor disturbances of any character, any other accidents or other

conditions beyond the reasonable control of Landlord, or by the making of

repairs or improvements to the Premises or to the Building provided that such

repairs and improvements are made in a diligent manner, or (iii) the limitation,

curtailment, rationing or restriction on use of water or electricity, gas or any

other form of energy or any other service or utility whatsoever serving the

Premises or the Building. No diminution or abatement of Rent or other

compensation will be claimed by Tenant as a result therefrom, and no obligations

of Tenant shall be affected or reduced by reason of such interruption,

curtailment or suspension, and the same shall not constitute an actual or

constructive eviction.

 

            (g) Landlord shall provide elevator service to the Premises during

Business Days, and subject to Subparagraph (f) above, on call at all other

times.

 

            (h) Except as specifically provided in this Lease, Tenant shall have

access to the Premises twenty-four (24) hours per day, seven (7) days per week,

fifty-two (52) weeks per year.

 

            (i) Any sums payable under this Paragraph 5 shall be considered

Additional Rent and may be added to any installment of Rent thereafter becoming

due and shall accrue late charges as Rent as set forth in Paragraph 16 of this

Lease, and Landlord shall have the same remedies for a default in payment of

such sums as for a default in the payment of Rent.

 

      6.     REPAIRS.

 

            (a) Tenant shall, at its own cost and expense, keep in good repair

all portions of the Premises, including but not limited to glass and plate glass

doors, any special store front, interior walls and finish work, floors and floor

coverings, and supplemental or special heating and air conditioning systems

owned by Tenant, and shall take good care of the Premises and its fixtures and

permit no waste, except for normal wear and tear. Except as otherwise provided

in this Paragraph 6, Tenant shall not be obligated to repair any Building

Systems (as defined in Subparagraph 7(a)). Notwithstanding any provision to the

contrary, all damage or injury to the Building, or to its fixtures and

appurtenances (including Building Systems), resulting from any act or omission

of, or Alterations made by Tenant or persons within Tenant's control shall be

repaired by Tenant at Tenant's sole cost and expense to the reasonable

satisfaction of Landlord if the required repairs are non-structural in nature

and do not affect any Building Systems or by Landlord at Tenant's sole cost and

expense if the required repairs are structural in nature or affect any Building

Systems. If Tenant shall fail, after ten (10) days notice (or such shorter

period as may be required because of an emergency) to proceed with due diligence

to make required repairs, the same may be made by Landlord, and the expenses

incurred with interest at the Applicable Rate (as defined below), shall be paid

as Additional Rent within ten (10) days after demand. Except as otherwise

provided in this Subparagraph 6(a), Landlord shall not be required to make any

repairs or improvements to the Premises, other than structural, mechanical or

 

                                        11

<PAGE>

 

electrical repairs necessary for safety and tenantability, and such repairs

shall be made during Business Hours.

 

            (b) Landlord shall operate, maintain and make all necessary repairs

to the Building Systems and the public portions of the Building in conformance

with standards applicable to non-institutional, office buildings in Atlanta,

except for those repairs for which Tenant is responsible pursuant to this Lease.

Landlord shall use reasonable efforts to minimize interference with Tenant's use

and occupancy of the Premises in making any repairs, alterations, additions or

improvements; provided, however, that Landlord shall perform such work during

Business Hours. Except as expressly provided in this Lease, there shall be no

allowance to Tenant for a diminution of rental value and no liability on the

part of Landlord for inconvenience, annoyance or injury to business arising from

Landlord, Tenant or others making, or failing to make, any repairs, alterations,

additions or improvements in or to any portion of the Building or the Premises,

or its fixtures, appurtenances or equipment.

 

      7.     ALTERATIONS.

 

            (a) Tenant shall not make any alterations, additions or improvements

("Alterations") to the Premises, the Building or the Building's systems

(including but not limited to the roof, floor and wall penetrations, the HVAC

system, the electrical system and the plumbing ("Building Systems")) without the

prior written consent of Landlord, which Landlord may grant in its sole

reasonable discretion. In the event Landlord consents to the making of any

Alterations, by Tenant, the same shall be made at Tenant's sole cost and

expense, in accordance with all applicable laws, ordinances and regulations, and

all requirements of Landlord's and Tenant's insurance policies and only in

accordance with plans and specifications approved by Landlord (except that any

such requested alterations, additions or improvements to the Building or

Building Systems shall be done by Landlord, and Tenant shall reimburse Landlord

for the entire cost thereof). Any contractor or person selected by Tenant to

make the same and all subcontractors must first be approved in writing by

Landlord, or the Alterations shall be made by Landlord for Tenant's account and

Tenant shall fully reimburse Landlord for the entire cost thereof within twenty

(20) days after written notification of Tenant by Landlord providing Tenant with

an invoice or other request (or statement). Promptly after completion of any

Alterations to the Premises made by Tenant, Tenant shall supply Landlord with a

set of scaled and dimensioned, reproducible mylars of "as-built" plans for such

Alterations certified by Tenant's architect or space planner. Notwithstanding

the foregoing, with respect to any Alterations affecting any Building Systems,

Tenant shall employ Landlord's designated contractor, and such Alterations shall

be designed by the Landlord's engineer at Tenant's expense.

 

            (b) All Alterations erected by Tenant shall be the property of

Tenant during the Term. Landlord reserves the right to require Tenant to remove

Tenant's Alterations erected and restore the Premises to their condition as of

the Commencement Date, reasonable wear and tear excepted, on or before the

Expiration Date or any sooner date of termination of this Lease; provided,

however, that if Landlord so elects prior to termination or expiration of this

Lease, such Alterations shall become the property of Landlord as of the

Expiration Date or any sooner date of termination of this Lease and shall be

delivered up to the Landlord with the Premises. The provisions of this Paragraph

7 shall survive the Expiration Date or earlier termination of this

 

                                       12

<PAGE>

 

 

Lease. Notwithstanding the foregoing, if, on or before the date Landlord

approves Tenant's Plans and Specifications for such initial or subsequent

Alterations, Landlord notifies Tenant that Landlord is reserving the right to

require Tenant to remove those Alterations that exceed or are different than the

customary standard types of Alterations for general, executive and

administrative business offices in the City of Atlanta and State of Georgia,

then Landlord prior to the Expiration Date, may require Tenant to remove such

specified initial or subsequent Alterations and to repair and restore in a good

and workmanlike manner to Building standard condition (reasonable wear and tear

excepted) any damage to the Premises or the Building caused by such removal.

 

            (c) Tenant shall pay Manager a supervisory fee equal to five percent

(5%) of the cost of Alterations over $10,000.00 which require permits. Such fee

shall be paid within ten (10) days after demand by Landlord.

 

      8.     RULES AND REGULATIONS. Tenant, its employees and agents shall comply

with the Rules and Regulations attached to this Lease as Exhibit G and made a

part hereof, and any amendments or additions as may be made from time to time by

Landlord. Landlord shall not be responsible for the nonperformance by any other

tenant or occupant of the Building of any of the Rules and Regulations. In case

of any conflict or inconsistency between the provisions of this Lease and of any

of the Rules and Regulations as originally or as hereinafter adopted, the

provisions of this Lease shall control.

 

      9.     ACCESS BY LANDLORD.

 

            (a) Landlord or its agents may enter the Premises at reasonable

hours to exhibit same to prospective purchasers or tenants or mortgagees, to

inspect the Premises to see that Tenant is complying with all of its obligations

hereunder, to supply janitorial and other services, and to make repairs,

maintenance, improvements, alterations or additions which Landlord shall deem

necessary for the safety, preservation or improvement of the Building or to make

repairs or modifications to any adjoining space. Landlord shall be allowed to

take all material into and upon the Premises that may be required to make such

repairs, improvements, alterations or additions for the benefit of Tenant

without in any way being deemed or held guilty of an eviction of Tenant, and the

Base Rent and other charges hereunder shall not abate while such repairs,

maintenance, improvements, alterations or additions are being made. All such

repairs, maintenance, improvements, alterations and additions shall be done

during regular business hours, or, if any such work is at the request of Tenant

to be done during any other hours, Tenant shall pay for all overtime costs.

Notwithstanding anything to the contrary, Landlord shall have the right to enter

the Premises at any time and without prior notice in the event of emergency

without the same constituting an eviction, nuisance or disturbance; however,

Landlord will provide subsequent notice of entry to Tenant.

 

            (b) Landlord shall at all times retain a key with which to unlock

all the doors in the Premises, excluding Tenant's vaults, safes or special

security areas (designated in advance by Tenant in writing and made known to

Landlord), and Landlord shall have the right to use any and all means which

Landlord may deem necessary or proper to open said doors in an emergency, in

order to obtain entry to and any portion of the Premises, any entry to the

Premises,

 

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or portions thereof obtained by Landlord by any of said means, or otherwise,

shall be deemed to be a forcible or unlawful entry into the Premises, or an

eviction, actual or constructive, of Tenant from the Premises or any portions

thereof. Landlord shall also have the right at any time, without the same

constituting an actual or constructive eviction and without incurring any

liability to Tenant therefor, to erect, use and maintain scaffolding, conduits

and other necessary structures in the Premises. Landlord shall use commercially

reasonable efforts not to interfere with Tenant's business operations while

Landlord is in the Premises.

 

      10.    ASSIGNMENT AND SUBLETTING.

 

            (a) Tenant shall not voluntarily or involuntarily, whether by

operation of law or otherwise, assign, transfer, mortgage, hypothecate or

otherwise encumber this Lease or any interest herein and shall not sublet or

permit the use by others of the Premises or any portion thereof without

obtaining Landlord's prior written consent, which consent Landlord may grant in

its sole discretion based on the factors set forth in Subparagraph (e) below.

Landlord shall not unreasonably withhold its consent. Landlord's consent to one

assignment, sublease, transfer or hypothecation shall not be deemed as a consent

to any other or further assignment, sublease, transfer or hypothecation. Any

such assignment, sublease, transfer or hypothecation without Landlord's prior

written consent shall be void and shall, at Landlord's option, constitute a

default under this Lease. No acceptance by Landlord of any rent or any other sum

of money from any assignee, sublessee or other category of transferee shall

release Tenant from any of its obligations hereunder or be deemed to constitute

Landlord's consent to any assignment, sublease, transfer or hypothecation. All

cash or other proceeds that exceed the Rent in the case of a subletting or all

cash or other proceeds of any other transfer of Tenant's interest in this Lease

shall be paid to Landlord. Tenant shall not advertise or authorize a broker to

advertise for a subtenant or assignee without providing prior written notice to

Landlord.

 

            (b) Should Tenant desire to assign this Lease or sublet the Premises

or any part thereof, Tenant shall give Landlord prior written notice, which

notice ("Sublease or Assignment Statement") shall specify (i) the name and

business of the proposed assignee or sublessee, (ii) the amount and location of

the space affected, (iii) the proposed effective date and duration of the

subletting or assignment (which shall not be less than forty (40) or more than

ninety (90) days after the date of Tenant's Sublease or Assignment Statement),

and (iv) the proposed rent or other consideration to be paid to Tenant by such

sublessee or assignee. Landlord shall then have a period of fifteen (15)

business days following receipt of such notice within which to notify Tenant in

writing that Landlord elects either (1) to terminate this Lease as to the space

so affected as of the date so specified by Tenant, in which event Tenant will on

that date be relieved of all further obligations to pay Rent hereunder as to

such space, or (2) to permit Tenant to assign or sublet such space, or (3) to

withhold consent to Tenant's assigning or subleasing such space and to continue

this Lease in full force and effect as to the entire Premises. If Landlord

should fail to notify Tenant in writing of such election within said thirty (30)

business day period, Landlord shall be deemed to have withheld its consent. Any

person to whom this Lease is assigned with Landlord's consent shall be deemed

without more to have assumed all of the obligations arising under this Lease

from and after the date of such assignment and shall execute and deliver to

Landlord, upon demand, an instrument confirming such assumption. If Tenant shall

not enter into a sublease or assignment pursuant to the notice set

 

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<PAGE>

 

forth in this Subparagraph 10(b) within one hundred eighty (180) days after the

delivery of the said notice, then the provisions of this Subparagraph 10(b)

shall again be applicable.

 

            (c) Tenant agrees to reimburse Landlord for Landlord's actual

attorneys' fees and costs incurred in connection with the processing and

documentation of any request made pursuant to this Paragraph 10. Tenant shall

deliver to Landlord, within five (5) days after execution by Tenant, an original

counterpart of any executed sublease or instrument of assignment, together with

Tenant's and the subtenant's (or assignee's) affidavit that such sublease or

assignment instrument is the true and complete statement of the subletting or

assignment and reflects all sums and other consideration passing between the

parties. Tenant shall pay, indemnify and hold Landlord harmless from and

against, any and all cost or expense (including reasonable attorneys' fees and

disbursements) and liability in connection with any compensation, commissions or

charges claimed by any broker or agent with respect to any assignment or

subletting.

 

            (d) No assignment, subletting or other transfer, whether or not

consented to by Landlord, shall relieve Tenant of its liability under this

Lease. Upon the occurrence of a default under this Lease, if the Premises or any

part thereof are then assigned or sublet, Landlord, in addition to any other

remedies herein provided or provided by law, may at its option collect directly

from such assignee or subtenant all Rent becoming due to Tenant under such

assignment or sublease and apply such Rent against any sums due to Landlord from

Tenant hereunder, and such collection shall not be construed to constitute a

novation or release of Tenant from the further performance of Tenant's

obligations hereunder.

 

            (e) In the granting of Landlord's consent, Landlord shall take into

consideration any meaningful factors, including, but not limited to: (i) the

financial strength of the proposed subtenant or assignee; (ii) the business

reputation and character of the proposed subtenant or assignee; (iii) the type

of business of the proposed subtenant or assignee; (iv) the burden on services

(parking, electricity, etc.) and the Common Areas that would be imposed by the

proposed subtenant or assignee; (v) whether the proposed subtenant or assignee

is an existing tenant or is currently in negotiations with Landlord for space

within the Building; (vi) the amount of square footage in the Premises to be

sublet or assigned; (vii) the number of subtenants or assignees already in the

Premises; (viii) whether the proposed subtenant or assignee shall place any

additional responsibilities on the Landlord in connection with the Americans

With Disabilities Act that will not be paid for by Tenant or subtenant; (ix)

whether the Tenant has an existing default under its Lease; (x) whether the

Landlord has comparable space available in the Building or expects to have

comparable space within the next three months; (xi) whether the proposed

subtenancy or assignment would reflect the current rent rate in the Building;

(xii) how Tenant plans to market the Premises for sublease or assignment; or

(xiii) the marketability of the Premises.

 

            (f) For purposes of this Paragraph 10, (i) the transfer of a

majority of the issued and outstanding capital stock of any corporate tenant or

subtenant, or the transfer of a majority of the total interest in any

partnership tenant or subtenant, or the transfer of control in any general or

limited liability partnership tenant or subtenant, or the transfer of a majority

of the issued and outstanding membership interests in a limited liability

company tenant or subtenant, however accomplished, shall be deemed an assignment

of this Lease or sublease, except that the

 

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<PAGE>

 

transfer of the outstanding capital stock of any corporate tenant, or subtenant,

shall be deemed not to exclude the sale of such stock by persons or parties,

other than those deemed "affiliates" of Tenant within the meaning of Rule 144

promulgated under the Securities Act of 1933, as amended, through the

"over-the-counter market" or through any recognized stock exchange, (ii) any

increase in the amount of issued and/or outstanding capital stock of any

corporate tenant or subtenant, or of the issued and outstanding membership

interests in a limited liability company tenant or subtenant, and/or the

creation of one or more additional classes of capital stock of any corporate

tenant or subtenant, in a single or series of related or unrelated transactions,

resulting in a change in the legal or beneficial ownership of such tenant or

subtenant so that the shareholders or members of such tenant or subtenant

existing immediately prior to such transaction or series of transactions shall

no longer own a majority of the issued and outstanding capital stock or

membership interests of such tenant or subtenant, shall be deemed an assignment

of this Lease, (iii) an agreement by any other person or entity, directly or

indirectly, to assume Tenant's obligations under this Lease shall be deemed an

assignment, (iv) any person or legal representative of Tenant to whom Tenant's

interest under this Lease passes by operation of law or otherwise shall be bound

by the provisions of this Paragraph 10, (v) a modification, amendment or

extension of a sublease shall be deemed a sublease, and (vi) the change or

conversion of Tenant to a limited liability company, a limited liability

partnership or any other entity which possesses the characteristics of limited

liability shall be deemed an assignment. Tenant agrees to furnish to Landlord on

request at any time such information and assurances as Landlord may reasonably

request that neither Tenant nor any previously permitted subtenant has violated

the provisions of this Paragraph 10. The provisions of Subparagraph 10(a) shall

not apply to transactions with a corporation or limited liability company into

or with which Tenant is merged or consolidated or with a Person to which

substantially all of Tenant's assets are transferred, provided such merger or

transfer of assets is for a good business purpose and not principally for the

purpose of transferring this leasehold estate and that the assignee has a net

worth at least equal to ten (10) times the Base Rent remaining due on this Lease

at the time of the proposed assignment or sublease, or, if Tenant is a general,

limited or limited liability partnership, with a successor partnership, nor

shall the provisions of Subparagraph 10(a) apply to transactions with an entity

that controls or is controlled by Tenant or is under common control with Tenant.

Tenant shall notify Landlord before any such transaction is consummated and

shall send Landlord an original written instrument in which the assignee assumes

all of Tenant's liabilities under this Lease. The term "control" as used in this

Lease shall mean (i) ownership of more than 50% of the outstanding capital stock

in the case of a corporation, (ii) more than 50% of the general partnership or

membership interest of the partnership in the case of a general or limited

liability partnership, (iii) more than 50% of the general partnership interests

of limited partnership in the case of a limited partnership, and (iv) more than

50% of the membership interests of a limited liability company.

 

            (g) If Tenant sublets any portion of the Premises pursuant to

Subparagraph 10(b), Tenant shall pay to Landlord, as Additional Rent (the

"Sublease Additional Rent"), a sum equal to fifty percent (50%) of any rents,

additional charges and other consideration payable under the sublease to Tenant

in excess of the Base Rent and Additional Rent accruing during the term of the

sublease in respect of the subleased space pursuant to this Lease (including,

but not limited to, sums paid for the sale or rental of Tenant's property and

Alterations less the then net unamortized or undepreciated cost thereof

determined on the basis of Tenant's federal income tax or federal information

returns). Such Sublease Additional Rent shall be payable as and when

 

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<PAGE>

 

received by Tenant. If Tenant shall assign this Lease pursuant to Subparagraph

10(b), and Landlord's consent is required, Tenant shall pay to Landlord, as

Additional Rent, an amount equal to fifty percent (50%) of all sums and other

consideration paid to Tenant by the assignee for or by reason of such assignment

(including, but not limited to, sums paid for the sale or rental of Tenant's

property and Alterations less the then net unamortized or undepreciated cost

thereof determined on the basis of Tenant's federal income tax or federal

information returns). Such Additional Rent shall be payable as and when received

by Tenant.

 

            (h) Any sublease shall provide that, if the Lease shall expire or

terminate during the term of the sublease for any reason other than condemnation

or destruction by fire or other cause, or if Tenant shall surrender the Lease to

Landlord during the term of the sublease, Landlord, in its sole discretion, upon

written notice given to Tenant and subtenant, may elect to continue the sublease

as a direct lease between Landlord and subtenant. In that event, subtenant shall

attorn to Landlord, and Landlord and subtenant shall enter into a new lease on

the Landlord's then current form of lease.

 

      11.    CONDEMNATION.

 

            (a) If any part of the Premises shall be taken or appropriated by

any public or quasi-public authority under the power of eminent domain, Landlord

shall have the right, at its option, to terminate this Lease effective as of the

date possession is taken by said authority (unless all of the Premises are so

taken in which case this Lease shall terminate), and shall be entitled to any

and all income, rent or award and any interest thereon whatsoever which may be

paid or made in connection with such public or quasi-public use or purpose.

Tenant hereby assigns to Landlord its entire interest in any and all such

awards, and shall have no claim against Landlord for the value of any portion of

the unexpired Term. If a part of the Premises shall be so taken or appropriated,

and Landlord does not elect to terminate this Lease, the Base Rent thereafter to

be paid shall be reduced by an amount bearing the same ratio to the total amount

of Base Rent as the rentable square feet of the Premises so taken bears to the

entire Premises.

 

            (b) If any part of the Building other than the Premises shall be so

taken or appropriated, Landlord shall have the sole right, at its option, to

terminate this Lease and shall be entitled to the entire award as above

provided, and in such case Tenant shall likewise have no claim against Landlord

for the value of any unexpired Term of this Lease.

 

            (c) Nothing contained herein shall be deemed to deny to Tenant its

right to claim from the condemning authority compensation or damages for its

trade fixtures and personal property and moving expenses, provided the

condemning authority makes a separate award therefor.

 

      12.    INSURANCE AND INDEMNITY.

 

            (a) At Landlord's expense, Landlord shall carry and maintain, or

cause to be carried and maintained, at all times during the term of this Lease,

All Risk Property insurance covering the full replacement value of the Building

subject to deductibles. To the extent the premium paid by Landlord for this

insurance shall be increased because of Tenant's operations or contents or

improvements in the Premises, Tenant agrees to pay the excess amount of the

 

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<PAGE>

 

premium upon demand by Landlord. Tenant shall not do or permit to be done any

act or thing in the Premises which would invalidate or conflict with the

Building's insurance policies.

 

            (b) At Tenant's expense, Tenant shall carry and maintain, or cause

to be carried and maintained, at all times during the term of this Lease, All

Risk Property insurance covering the full replacement value of Tenant's

improvements, betterments and contents including those made by Landlord to

prepare the Premises for Tenant, with deductibles reasonably satisfactory to

Landlord. Neither Landlord nor its agents shall be liable for any damage to

property of Tenant or of others that has been entrusted to employees of the

Building or for the loss of or damage to any property of Tenant by theft or

otherwise.

 

            (c) At Tenant's expense, Tenant shall carry and maintain, or cause

to be carried and maintained, at all times during the term of this Lease,

commercial general liability insurance described herein ("Liability Policy").

Such Liability Policy shall include Landlord (and any other party reasonably

required by Landlord) as an Additional Insured and be written on an "occurrence

basis" and include, without limitation, blanket contractual liability coverage,

broad form property damage, business interruption coverage, independent

contractors coverage and personal injury coverage protecting Landlord against

liability (except for liability resulting from the gross negligence or willful

misconduct of Landlord) occasioned by any occurrence on or about the Premises

including portions of the Building affected by Tenant's use. Such primary

Liability Policy shall be maintained in an amount not less than $1,000,000 for a

single occurrence limit and $2,000,000 for an aggregate limit. In addition,

Tenant shall maintain excess or umbrella liability insurance providing equally

broad coverage in an amount of not less than $10,000,000.00.

 

            (d) At Tenant's expense, Tenant shall carry and maintain, or cause

to be carried and maintained, at all times during the term of this Lease,

Workers' Compensation and Employers' Liability insurance with respect to all of

Tenant's employees working at the Premises and such other insurance or such

additional amounts of insurance with respect to the Premises as is generally

maintained by persons having similar exposures or properties similarly situated

and as the Landlord shall from time to time reasonably require.

 

            (e) The insurance required under this Paragraph 12 shall be written

by insurers authorized to conduct business in Georgia who are acceptable to

Landlord and have an A.M. Best Company rating of at least "A-"/VIII.

 

            (f) Not later than ten (10) Business Days prior to the Commencement

Date of the Lease, Tenant shall deliver to Landlord the policies of insurance or

an insurance certificate for the policies specified above in the form attached

hereto as Exhibit H (for liability and an ACORD 27 (for property)) and made a

part hereof and shall thereafter furnish to Landlord, at least thirty (30) days

prior to the expiration of any such policies and any renewal thereof, a new

policy or certificate in lieu thereof. Each of the policies or Certificate shall

contain a provision whereby the insurer agrees not to cancel, fail to renew,

diminish or materially modify said insurance policy(ies) without having given

Landlord, the Manager and any lessors and mortgagees specified by Landlord at

least thirty (30) days prior written notice thereof. Tenant shall promptly send

to Landlord a copy of all notices sent to Tenant by Tenant's insurer.

 

                                        18

<PAGE>

 

            (g) Tenant shall pay all premiums and charges for all of said

Tenant's policies, and, if Tenant shall fail to make any payment when due or

carry any such policy, Landlord may, but shall not be obligated to, make such

payment or carry such policy, and the amount paid by Landlord, with interest

thereon (at the Applicable Rate), shall be repaid to Landlord by Tenant on

demand, and all such amounts so repayable, together with such interest, shall be

deemed to constitute Additional Rent hereunder. Payment by Landlord of any such

premium, or the carrying by Landlord of any such policy, shall not be deemed to

waive or release the default of Tenant with respect thereto.

 

            (h) Tenant may effect the coverage required under this Paragraph 12

under blanket insurance policies covering other properties of Tenant, provided

that (1) any such blanket insurance policy shall specify therein, or the insurer

under such policy shall certify to Landlord, any material sublimits in such

blanket policy applicable to the Premises, which sublimits shall not be less

than the amounts required pursuant to this Paragraph 12; and (2) any such

blanket insurance policy shall comply in all respects with the other provisions

of this Paragraph 12.

 

            (i) Subject to Subparagraph (j) of this Paragraph 12, Landlord and

Tenant hereby waive any and all rights of recovery, claim, action, or cause of

action, against the other, their affiliates, agents, officers or employees, for

any loss or damage that may occur to the Premises, or any improvements thereto,

or the Park of which the Premises are a part, or any reason of fire, the

elements, or any other cause which is insured against under the terms of an All

Risk Property insurance policy referred to in this Paragraph 12 or is otherwise

insured against under an insurance policy maintained by the party suffering such

loss or damage, regardless of cause or origin, except for the gross negligence

or willful misconduct of the other party hereto and/or its agents, officers, or

employees, and each party covenants that no insurer shall hold any right of

subrogation against such other party.

 

            (j) Landlord shall cause each policy carried by Landlord insuring

the Building against loss, damage or destruction by fire or other casualty, and

Tenant shall cause each insurance policy carried by Tenant and insuring the

Premises and Tenant's Alterations, Leasehold Improvements and Tenant's property

against loss, damage or destruction by fire or other casualty, to be written in

a manner so as to provide that the insurance company waives all rights of

recovery by way of subrogation against Landlord, Tenant and any tenant of space

in the Building in connection with any loss or damage covered by any such

policy. Neither party shall be liable to the other for the amount of such loss

or damage in excess of the applicable deductible, if any, caused by fire or any

of the risks enumerated in its policies, provided that such waiver was

obtainable at the time of such loss or damage. However, if such waiver cannot be

obtained or can be obtained only by payment of an additional premium above that

which is charged by companies carrying such insurance without a waiver of

subrogation, then the party undertaking to obtain such waiver shall notify the

other party and such other party shall have ten (10) days after such notice to

agree in writing to pay the additional premium if such policy is obtainable at

additional cost (in the case of Tenant, pro rata in proportion of Tenant's

rentable area to the total rentable area covered by the insurance); and if the

other party does not agree or the wavier shall not be obtainable, then the

provisions of this Subparagraph 12(j) shall be null and void as to the risks

covered by the policy for so long as either the waiver cannot be obtained or the

party in whose favor a wavier of subrogation is desired shall refuse to pay the

additional premium. If the release of either Landlord or Tenant as set forth in

this Subparagraph (j) shall

 

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<PAGE>

 

contravene any law with respect to exculpatory agreements, the liability of the

part in question shall be deemed not released, but no action no rights shall be

sought or enforced against such party unless and until all right and remedies

against the other's insurer are exhausted and the other party shall be unable to

collect such insurance proceeds. The waiver of subrogation referred to in

Subparagraph (i) above shall extend to the affiliates, agents and employees of

each party (including, without limitation, the Manager).

 

            (k) To the fullest extent permitted by law, Tenant shall indemnify,

defend and hold harmless Indemnitees from and against all claims, damages,

losses, fines, suits, costs and expenses of whatever kind incurred in connection

with any such claim or proceeding brought thereon, and defense thereof

(including, but not limited to attorney's fees and expenses) arising out of or

resulting from Tenant's use of the Premises and the Common Areas, including, but

not limited to, any such claims, damages, losses and expenses attributable to

(1) the filing of any lien or claim for payment, or (2) any accident, injury or

damage in or about the Premises during the term or during Tenant's occupancy of

the Premises, or outside of the Premises but anywhere within or about the Park,

where such accident, injury or damage results or is claimed to have resulted

from an act, omission or negligence of Tenant or persons within tenant's

control, or (3) any breach, violation or nonperformance of any covenants,

condition or agreement contained in this Lease to be fulfilled by tenant, or (4)

all claims of whatever nature against the Indemnitees arising from any act,

omission or negligence of Tenant or persons within Tenant's control. Such

obligation shall not be construed to negate, abridge or otherwise reduce any

other right or obligation of indemnity that would otherwise exist as to any

party or person described in this Paragraph 12. In any and all claims against

Indemnitees by an employee of the Tenant or anyone directly or indirectly

employed by Tenant or anyone for whose acts Tenant may be liable, the

indemnification obligation under this Paragraph 12 shall not be limited in any

way by any limitation on the amount or type of damages, compensation or benefits

payable by or for the Tenant under Workers' Compensation acts, disability

benefits acts or other employee benefit acts. Except for claims against Landlord

or Landlord's agents which are subject to the exclusions set forth in this

Paragraph 12, if any claim, action or proceeding is made pursuant to this

Paragraph, Tenant, at its sole cost and expense, shall resist or defend such

claim action or proceeding in the Indemnitee's name, by attorneys Indemnitee may

select.

 

            (l) Tenant shall give notice to landlord promptly after learning of

an accident, emergency or other occurrence for which Landlord might be liable,

any fire or other casualty and all damages to or defects in the Premises or the

Building for the repair of which Landlord