
		Page
1.	SUMMARY OF LEASE	4

2.	DEFINITIONS	5

3.	LEASE GRANT	7

4.	LEASE TERM	8

5.	BASE RENTAL	8

6.	ADDITIONAL RENT	8

7.	LATE PAYMENTS	9

8.	OCCUPANCY AND USE	9

9.	HAZARDOUS SUBSTANCES	10

10.	COMPLIANCE WITH LAWS	10

11.	SERVICE AND UTILITIES	10

12.	IMPROVEMENTS ON PREMISES	11

13.	GRAPHICS	11

14.	CARE OF PREMISES	11

15.	ALTERATIONS	11

16.	REPAIR	11

17.	PARKING	11

18.	RE-ENTRY BY LANDLORD	12

19.	ASSIGNMENT AND SUBLETTING	12

20.	DISCHARGE OF LIENS	13

21.	INSURANCE	13

22.	WAIVER OF SUBROGATION / INDEMNITY	14

23.	DAMAGE BY FIRE, ETC	15

24.	CONDEMNATION	15

25.	EVENTS OF DEFAULT	16

26.	LANDLORD’S REMEDIES	16

27.	QUIET ENJOYMENT	18

28.	SURRENDER OF PREMISES	18

29.	SUBORDINATION AND ATTORNMENT	18

30.	TENANT ESTOPPEL LETTER	19

31.	WAIVER	19

32.	SECURITY DEPOSIT	19

33.	NOTICES	20

34.	CAPTIONS AND REFERENCES	21

35.	SUCCESSORS AND ASSIGNS	21



36.	SEVERABILITY	21

37.	GOVERNING LAW	21

38.	FORCE MAJEURE	21

39.	TIME OF ESSENCE	21

40.	ENTIRE AGREEMENT	21

41.	SURVIVAL OF TENANT’S OBLIGATIONS	21

42.	HOLDING OVER	21

43.	CORPORATE AUTHORITY	21

44.	MORTGAGE APPROVALS	21

45.	LANDLORD’S LIEN	21

46.	LANDLORD’S LIABILITY	21

47.	RIGHT TO RELOCATE	21

48.	RULES AND REGULATIONS	22

49.	TRANSFERS BY LANDLORD	22

50.	COMMISSIONS	22

51.	SUBMISSION OF LEASE	22

52.	FINANCIAL STATEMENTS	22

53.	SPECIAL STIPULATIONS	22

LEASE

Gwinnett Commerce Center

Duluth, GA 30096

THIS LEASE (hereinafter referred to as the “Lease”), made and entered into on the day of , 2006, between Parmenter GCC LP, LLLP, a Delaware Limited Partnership (hereinafter referred to as “Landlord”) and Danger, Inc., a Delaware corporation (hereinafter referred to as “Tenant”).

WITNESSETH:

1. Summary of Lease. The following is a summary of certain portions of the Lease:


(a)	Landlord:	Parmenter GCC LP, LLLP, a Delaware Limited Partnership

(b)	Landlord’s Address:	Parmenter GCC LP, LLLP c/o Parmenter Realty Partners 3700 Crestwood Parkway, Suite 180 Duluth, GA 30096

(c)	Other Address:	Parmenter GCC LP, LLLP c/o Parmenter Realty Partners 1111 Brickell Avenue, Suite 2910 Miami, Florida 33131

(d)	Tenant:	Danger, Inc., a Delaware corporation

(e)	Tenant’s Address:	prior to the Commencement Date: 3101 Park Boulevard Palo Alto, CA 94306 following the Commencement Date: 3700 Crestwood Parkway, Suite 300 Duluth, GA 30096

		with a copy to: 3101 Park Boulevard Palo Alto, CA 94306

(f)	Building Address:	3700 Crestwood Parkway Duluth, GA 30096

(g)	Suite Number:	Suite 300

(h)	Floor(s) upon which the Premises are located:	Third

(i)	Lease Term:	Five (5) years

(j)	Commencement Date:	April 1, 2006, subject to the provisions of Section 4 of the Lease

(k)	Expiration Date:	March 31, 2011, unless sooner terminated in accordance with the terms of the Lease, unless extended by agreement between Landlord and Tenant, and subject to the terms of Section 4 of the Lease

(l)	Base Rental:	$109,960.50 per annum

(m)	Monthly Base Rental:	$9,163.38

(n)	Prepaid Rental	The amount of $9,163.38


(o)	Rentable Area of Premises:	5,639 square feet. The rentable area of the Premises as set forth in this Section 1(o) is binding upon the parties and shall not be changed at any time during the Lease Term, as extended pursuant to the terms of this Lease, except as the area of the Premises may be expanded pursuant to Paragraphs 5 and 6 of Exhibit “B”.

(p)	Rentable Area of Building:	211,039 square feet. The rentable area of the Building as set forth in this Section 1(p) is binding upon the parties and shall not be changed at any time during the Lease Term, as extended pursuant to the terms of this Lease.

(q)	Tenant’s Percentage of Building:	2.672 percent. This percentage is calculated by dividing the rentable area of Premises by the rentable area of the Building.

(r)	Security Deposit:	$125,000.00 in accordance with the terms of Section 32 hereof.

(s)	Number of parking spaces	Seventeen (17) allocated but unreserved parking spaces and four (4) reserved parking spaces, which shall be available to Tenant during the initial term of this Lease and any extension term, without additional charge.

(t)	Broker:	Parmenter Realty & Investment Company (“Landlord’s Broker” CRESA Partners of Georgia, LLC (“Tenant’s Broker”)

IT IS UNDERSTOOD THAT THE FOREGOING IS INTENDED AS A SUMMARY OF PORTIONS OF THE LEASE FOR CONVENIENCE ONLY AND IF THERE IS A CONFLICT BETWEEN THE ABOVE SUMMARY AND ANY PROVISIONS OF THIS LEASE HEREINAFTER SET FORTH, THE FORMER SHALL CONTROL.

2. Definitions.

(a)

“Building” means the office building located upon certain real property (the “Property”) in Land Lot(s) 203 of the 6th District of Gwinnett County, Georgia being Lot 3, Block B of Crestwood Subdivision the address of which is 3700 Crestwood Parkway, Duluth, GA 30096.

(b)

“Premises” or “Leased Premises” means the office space which is located in the Building and shown on the drawing attached hereto as Exhibit “A”.

(c)

“Base Rental” means the annual rental set forth in Section 1 hereof, as the same may be increased from time to time pursuant to the provisions of this Lease.

(d)

“Commencement Date” means April 1, 2006, subject to Section 4 of the Lease.

(e)

“Expiration Date” means March 31, 201, unless sooner terminated or extended pursuant to this Lease and subject to Section 4 of this Lease.

(f)

“Security Deposit” means the sum set forth in Section 1 above, which has been deposited with Landlord by Tenant.

(g)

“Common Areas” means those areas of the Building devoted to the lobby of the Building, common corridors, elevator foyers, restrooms, mechanical rooms, janitorial closets, electrical and telephone closets, vending areas and other similar facilities for public and common use (but shall not include any such areas provided or reserved for the exclusive use of a particular tenant). Common Areas shall be measured from and to the inside finished surface of exterior Building walls, and from and to the center of any partition walls which separate Common Areas from tenant spaces, including the Premises, and from Service Areas. It shall be Landlord’s responsibility to maintain the Common Areas in good order and repair, subject to reimbursement by Basic Costs as permitted under this Lease.

(h)

“Service Areas” means those areas within the Building used for Building stairs, fire towers, elevator shafts, flues, vents, stacks, pipe shafts and vertical ducts (but shall not include any such areas provided or reserved for the exclusive use of a particular tenant). Service Areas shall be measured from and to the inside finished surface of exterior Building walls, and from and to the center of any partition walls which separate Service Areas from tenant spaces, including the Premises, and from Common Areas.

(i)

“Exterior Common Areas” means all areas, not located within the Building, provided and maintained for the common use and benefit of Landlord and tenants of the Building generally, and the employees, invitees and licensees of Landlord and such tenants, including, without limitation, parking areas (whether enclosed or not), streets, sidewalks, and landscaped areas (including Landlord’s interest in any such areas which are part of the “common areas” established pursuant to the Declaration of Covenants, Conditions and Restrictions affecting the Building). It shall be

Landlord’s responsibility to maintain the Exterior Common Areas in good order and repair, subject to reimbursement by Basic Costs as permitted under this Lease.

(j)

“Rentable Area of the Premises” means (1) the gross area of the Premises as measured from and to the inside surface of the outer glass of the exterior Building walls, and from and to the center of any partition walls which separate the Premises from adjoining Common Areas, Service Areas, or premises of other tenants; plus (2) an area equal to the gross area of the Common Areas, measured by the method described in Paragraph 2(g), times a fraction, the numerator of which is the gross area of the Premises as described in (1) above and the denominator of which is the Rentable Area of the Building, as hereinafter defined, which Landlord and Tenant have stipulated to be the Rentable Area of the Premises set forth in the Lease summary in Paragraph 1. “Rentable Area of the Building” means the gross area of the Building as measured from and to the inside surface of the outer glass of the exterior Building walls, and from and to the center of any partition walls of any Service Areas, which Rentable Area of the Building is set forth in the Lease summary in Paragraph 1.

(k)

“Basic Costs” means all expenses, costs and disbursements (but not repayment of debt or replacement of capital investment items other than those elsewhere herein expressly included, nor specific costs specially billed to and paid by other tenants of the Building) of every kind and nature which Landlord shall pay or become obligated to pay because of, or in connection with, the ownership and operation of the Building, the Property and the Exterior Common Areas, including but not limited to the following, with the understanding that Landlord shall use commercially reasonable efforts to operate the Building in an economically reasonable manner: (i) wages and salaries, including payroll taxes, workers’ compensation, insurance premiums, and all other employment benefit and insurance costs to Landlord of all employees directly engaged in operating and maintaining the Building, and that part of central accounting costs which are applicable to the Building; (ii) costs of all supplies and materials used in operation and maintenance of the Building; (iii) cost of all utilities for the Building including the cost of water, sewer, gas, oil and electric and other fuels or forms of power or energy; (iv) cost of all maintenance and service agreements (oral or written) for the Building and the equipment therein including, but not limited to, security service, window cleaning, janitorial service, elevator maintenance, maintenance of heating, ventilation and air-conditioning equipment, plumbing, controls, locks, alarms and all other parts of the Building; (v) landscaping and grounds maintenance costs and expenses; (vi) annual and special assessments against the Property made pursuant to the Declaration of Covenants, Conditions and Restrictions by the Owners Associations; (vii) cost of all insurance relating to the Building or rents therefrom including, but not limited to, the costs of casualty and liability insurance applicable to the Building and the Exterior Common Areas and to Landlord’s personal property used in connection with the Building and the Exterior Common Areas; (viii) the following taxes; (A) personal property taxes (attributable to the year in which paid) imposed upon the furniture, fixtures, machinery, equipment, apparatus, systems, and appurtenances used in connection with the Building for the operation thereof, and (B) real estate taxes, assessments, sewer rents, rates, and charges, transit taxes, taxes based upon the receipt of rent and any other federal, state, or local governmental charge, general, special, ordinary, or extraordinary (but not including income or franchise taxes or any other taxes imposed upon or measured by Landlord’s income or profits, unless the same shall be imposed in lieu of real estate taxes) which may now or hereafter be levied or assessed against the Building and/or the Property or the rents derived from the Building (in the case of special taxes or assessments which may be payable in installments, only the amount of each installment paid during the calendar year shall be included in the taxes for that year); (ix) costs for the maintenance and repair of the Building and the personal property used in connection therewith (excluding repairs and maintenance costs which are paid from proceeds of insurance of which are paid by, Tenant or other third parties, and alterations attributable solely to tenants of the Building other than Tenant); (x) amortization of the cost of installation of capital investment items which are primarily for the purpose of reducing operating costs or which may be required by applicable laws effective on or after the Commencement Date, and all such capital improvements shall be amortized by Landlord over the useful life thereof, with interest at 8% per annum on the amount unamortized from time to time; (xi) advertising and leasing fees; and (xii) legal and accounting expenses, including, but not limited to, such expenses as related to seeking or obtaining reductions in and/or refunds of real estate taxes; and (xiii) commercially reasonable management fees. Notwithstanding the foregoing, the following costs shall be excluded from the definition of Basic Costs:

Costs for which Landlord receives reimbursement from others (including reimbursement from insurance) as a payment other than for Basic Costs,

Interest, charges and fees incurred on debt or payments on any deed of trust or ground lease on the Premises of which Landlord is debtor, trustor, or lessee;

Costs incurred in repairing, maintaining or replacing any structural elements of the Building for which Landlord is responsible pursuant to Paragraph 13(a) hereof;

Expense reserves;

Costs in the nature of depreciation and amortization,

Accounting costs, except those incurred in connection with the accounting of Basic Costs;

Costs incurred as a result of casualties to the extent reimbursed or reimbursed by the insurance required to be carried by Landlord hereunder

Costs incurred as a result of the exercise of the power of eminent domain;

Earthquake or terrorism insurance deductibles, except to the extent used for repair or reconstruction and the costs amortized over the useful life of the repaired or reconstructed improvements so damaged;

10.

Costs of a capital nature, including but not limited to capital improvements and alterations, capital repairs, capital equipment, and capital tools as determined in accordance with generally accepted accounting principles, excepting only capital expenditures for improvements or changes to the Building, which are required by laws, ordinances, or other governmental regulations effective after the Commencement Date, and capital expenditures which have the effect of reducing Operating Expenses, to the extent the cost of all such capital improvements are amortized over the useful life of said improvements, pursuant to Paragraph 4(b); to the extent permitted under this Lease, capital costs shall be amortized over their useful life.

11.

Real estate brokerage and leasing commissions and other leasing costs, attorneys’ fees, costs, disbursements, and other expenses incurred in connection leasing, renovating, or improving space for prospective tenants or other occupants of the premises in the Building;

12.

Advertising and marketing expenses, including the cost of any tenant parties paid by Landlord;

13.

Costs with respect to the creation of a mortgage or a superior lease or in connection with a sale of the Building;

14.

Landlord’s or Landlord’s property manager’s corporate general overhead or corporate general administrative expenses;

15.

overhead profit increments paid to Landlord’s subsidiaries or affiliates for management or other services on or to the building or for supplies or other materials to the extent that the cost of the services, supplies, or materials materially exceeds the cost that would have been paid had the services, supplies, or materials been provided by unaffiliated parties on a competitive basis;

16.

any compensation paid to clerks, attendants, or other persons in commercial concessions operated by Landlord;

17.

any costs, fines, or penalties incurred due to late payment, negligence or willful misconduct on the part of Landlord, its agents, employees or contractors, or due to violations by Landlord of any governmental rule or authority, including without limitation, the cost of correcting any building code or other violations which were violations prior to the Commencement Date of this Lease;

18.

the cost of containing, removing, or otherwise remediating any contamination or Hazardous Substances of the Building (including the underlying land and ground water) by any toxic or hazardous materials (including, without limitation, asbestos and “PCB’s”) where such contamination was not caused by Tenant;

19.

wages, salaries, or other compensation paid to any executive employees above the grade of senior building or project manager; and

20.

any other expense that under generally accepted accounting principles and practices, or the guidelines published by groups such as the building owners and manager’s association, would not be considered a normal maintenance or operating expense.

(l)

The Basic Costs of the Building shall be computed on the accrual basis and shall be all Basic Costs incurred by Landlord to maintain all facilities of the Building and the Exterior Common Areas in operation during all or part of the year. If less than ninety-five percent (95%) of the Rentable Area of the Building shall have been occupied by tenants at any time during any calendar year of the Lease Term, the Basic Costs for such calendar year shall be deemed to be an amount equal to the Basic Costs which would normally be expected to have been incurred had such occupancy been ninety-five percent (95%) throughout such calendar year.

(m)

“Building Standard Improvements” when used herein, means those Improvements to the Premises described as such in Exhibit “B”.

3. Lease Grant. Subject to and upon the terms herein set forth, Landlord leases to Tenant and Tenant leases from Landlord the Premises for the Lease Term. Tenant is hereby granted only a usufruct, not subject to levy or sale; neither an estate for years nor other estate shall pass from the Landlord on account thereof. The Rentable Area

of the Premises is stipulated for all purposes to be the number of square feet set forth in the Lease summary in Paragraph 1.

4. Lease Term.

(a)

The “Lease Term” is for a period of time commencing at 12:01 a.m. on the Commencement Date, or on such later date as is provided in subparagraph (c) below, and continuing thereafter through and until 6:00 p.m. on the last day of the month in which the Expiration Date occurs.

(b)

If on the Commencement Date the Premises have not been substantially completed due to omission, delay or default by Tenant or anyone acting under or for the Tenant (including, without limitation, Tenant’s default or failure to perform its obligations in a timely manner or any delay resulting from changes to the “Drawings and Specifications” by Tenant ) then Tenant’s obligations under this Lease (including, without limitation, the obligation to pay rent) shall nonetheless commence as of the Commencement Date.

(c)

If, due to causes other than as set forth in subparagraph (b) above, Landlord does not deliver possession of the Premises to Tenant on the Commencement Date with the Improvements described in Paragraph 2 of Exhibit B substantially completed, this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom, but in that event rent shall abate until the date when Landlord does deliver possession in accordance with the terms and requirements of this Lease, and the Lease Term shall commence on the date when possession is delivered to Tenant, and in such event the Expiration Date shall occur on the last day of the month that is five (5) years following the date on which the Commencement Date actually occurs. Notwithstanding the foregoing, however, in the event that Landlord does not deliver possession of the Premises to Tenant, with the Improvements described in Paragraph 2 of Exhibit B hereof substantially completed, within one hundred fifty (150) days after the date this Lease has been executed by Landlord and Tenant, then Tenant may, at its option, by written notice to Landlord not later than five (5) business days after the expiration of such one hundred fifty (150) day period, cancel this Lease, in which event Landlord and Tenant shall each be discharged from their obligations hereunder. Such one hundred fifty (150) day period shall be extended on a day for day basis, however, for any delays caused by Tenant including, without limitation, any delays caused by any changes to the work described in Paragraph 2 of Exhibit B which are caused by Tenant, or any delays caused by Tenant’s early entry under the terms of subparagraph (e) hereof.

(d)

In the event that Landlord cannot deliver possession of the Premises to Tenant on the Commencement Date because of Tenant’s failure to perform its obligations under, or to pay the amounts specified, this Lease shall be terminable at the sole option of Landlord at any time after the Commencement Date and prior to Tenant’s performance or payment; and should Landlord so elect to terminate this Lease, such termination shall be without prejudice to Landlord’s right to sue Tenant to recover damages for Tenant’s failure to perform its obligations, or to pay amounts due.

(e)

Landlord shall permit Tenant to enter the Premises at least two (2) weeks prior to the Commencement Date for the purpose of installing Tenant’s systems furniture and low voltage wiring. Tenant’s entry shall be subject to each of the terms and conditions of this Lease except Tenant’s obligation to pay Base Rental and Basic Costs shall not commence until the Commencement Date. Any installations made by Tenant during such period shall be at Tenant’s risk, and Landlord shall not be liable for any loss or damage thereto. Tenant’s entry shall not be permitted to interfere with or delay Landlord’s construction of the Improvements.

5. Base Rental.

(a)

Tenant shall pay to Landlord as annual rental during the term of this Lease the Base Rental, payable in lawful money of the United States, in advance, in monthly equal installments on or before the first day of each month during the Lease Term. The Base Rental is subject to increase as provided hereinbelow. If this Lease commences on a day other than the first day of the calendar month, the monthly installment of Base Rental for the fractional month shall be appropriately prorated on a daily basis for such month. Tenant has paid Landlord the amount of Prepaid Rental set forth in set forth in the Lease summary in Paragraph 1 upon Tenant’s execution of this Lease, representing the monthly installment of Base Rental for the fourth (4^th) month following the Commencement Date.

(b)

Tenant shall pay to Landlord all Base Rental, additional rent, and all other charges due and owing by Tenant under this Lease with deduction or set-off, in legal tender, and at Landlord’s address or as otherwise directed from time to time by Landlord’s notice.

6. Additional Rent.

(a)

Tenant’s Base Rental is based, in part, upon the estimate that annual Basic Costs will be equal to the $6.75 per square foot of Rentable Area of the Building at full occupancy as determined below. “Base Year” shall be defined as the actual “Basic Costs” paid or incurred during the calendar year 2006. In the event the building is less than ninety-five percent (95%) occupied, the variable costs shall be adjusted by the Landlord to reflect ninety-five percent (95%) occupancy). The Rentable Area of the Building is stipulated to be as set forth in the Lease summary in Paragraph 1. Tenant shall, from time to time during the term of the Lease, pay as additional rent hereunder an amount

equal to the product obtained by multiplying (i)the excess in actual Basic Costs over the Base Year times (ii) the number of square feet of the Rentable Area of the Premises (the “Excess”).

(b)

Landlord shall also have the right, prior to after the close of any calendar year, to make a good faith estimate of the Excess for the succeeding calendar year and, following thirty (30) days’ notice to Tenant, Tenant shall pay to Landlord, on or before the first day of each month of such calendar year, one-twelfth (1/12th) of such estimated Excess; provided, however, that prior to receipt of such notice, Tenant shall continue to pay Landlord the monthly installment amount of the Excess, if any, which was paid or payable in the calendar year just ended.

(c)

By April 1 of each calendar year following the year during which the Lease Term begins, or as soon thereafter as practical, Landlord shall furnish to Tenant a statement of Landlord’s actual Basic Costs for the previous calendar year, and Landlord shall notify Tenant of the actual amount of the Excess owing by Tenant to Landlord, which statement shall show the calculations used to derive the amount of the Excess. Tenant agrees to pay Landlord promptly, with the next monthly rental payment, as additional rent, all Excess which has not been previously paid as estimated Excess. If for any calendar year additional rent collected for the prior year, as a result of Landlord’s estimate of Excess, is greater than the additional rent actually due during such prior year, then Landlord shall refund to Tenant any such overpayment or, at Landlord’s option, apply such amount against rentals thereafter coming due under the Lease.

1. Every statement given by Landlord pursuant to paragraph (c) of this Paragraph 6 shall be conclusive and binding upon Tenant unless within 90 days after the receipt of such statement (the “Dispute and Audit Period”) Tenant shall notify Landlord (a “Dispute Notice”) that it disputes the correctness thereof, specifying, subject to Tenant’s audit rights set forth below, the particular respects in which the statement is claimed to be incorrect. Following Landlord’s receipt of a Dispute Notice, Landlord and Tenant shall have a period of forty-five (45) days in which to discuss the matters raised in such Dispute Notice and reach agreement on a resolution thereof. Pending the determination of such dispute by agreement or arbitration as aforesaid, Tenant shall, within ten (10) days after receipt of such statement, pay the amounts due in accordance with Landlord’s statement and such payment shall be without prejudice to Tenant’s position. If the dispute shall be determined in Tenant’s favor, Landlord shall within thirty (30) days after final resolution of the dispute pay Tenant the amount of Tenant’s overpayment of such amounts resulting from compliance with Landlord’s statement.

2. Provided Tenant notifies Landlord in accordance with the terms of paragraph 1. above that Tenant disputes a statement received from Landlord, Tenant or its CPA (as defined below) shall have the right, at Tenant’s sole cost and expense, provided Tenant utilizes a Certified Public Accountant (the “CPA”) compensated solely on an hourly basis, upon at least thirty (30) days prior notice to Landlord at any time during regular business hours to audit, review and photocopy Landlord’s records pertaining to Basic Costs for the immediately previous calendar year only. Tenant shall complete the audit and present any disputed charges to Landlord, in writing, within the Dispute and Audit Period. If, following Landlord’s receipt of the audit and any disputed charges (the “Report Date”), Landlord disputes the findings contained therein, and Landlord and Tenant are not able to resolve their differences within thirty (30) days following the Report Date, the dispute shall be resolved by binding arbitration as follows: Landlord and Tenant shall each designate an independent certified public accountant, which shall in turn jointly select a third independent Certified Public Accountant (the “Third CPA”). The Third CPA, within thirty (30) days of selection, shall, at Tenant’s sole expense, audit the relevant records and certify the proper amount within. That certification shall be final and conclusive. If the Third CPA determines that the amount of the Excess billed to Tenant was incorrect, the appropriate party shall pay to the other party the deficiency or overpayment, as applicable, within thirty (30) days following delivery of the Third Party CPA’s decision, without interest. Tenant agrees to keep all information thereby obtained by Tenant confidential and to obtain the agreement of its CPA and Third CPA to keep all such information confidential. Tenant shall provide a copy of such CPA agreements to Landlord promptly upon request.

7. Late Payments. Tenant shall pay, as a late charge in the event any installment of Base Rental, additional rent, or other charge to be paid by Tenant hereunder is not paid when due, an amount equal to five percent (5%) of the amount due for each and every 30-day period that said amount remains unpaid (but in no event shall the amount of such late charge exceed an amount based upon the highest legally permissible rate chargeable at any time by Landlord under the circumstances). Should Tenant make a partial payment of past due amounts, the amount of such partial payment shall be applied first to reduce all accrued and unpaid late charges, in inverse order of their maturity, and then to reduce all other past due amounts, in inverse order of their maturity. In the event that Landlord imposes a late charge, it shall provide written notification thereof within thirty (30) days following the imposition of such charge. Landlord shall, before imposing the late charge, give Tenant written notice and a period of five (5) business days to cure two (2) times in each calendar year.

8. Occupancy and Use.

(a)

Tenant shall use and occupy the Premises for general office purposes and for no other use or purpose without prior written consent of Landlord.

(b)

Tenant shall not do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of other tenants or occupants of the Building or injure or annoy

them. Tenant shall not use the Premises or allow the Premises to be used for any improper, immoral, unlawful, or objectionable purposes, or for any business, use or purpose which is, in Landlord’s sole but reasonable judgment, disreputable or inconsistent with the operation of a first class office building, nor shall Tenant cause or maintain or permit any nuisance in, on, or about the Premises.

9. Hazardous Substances. Tenant shall not use or permit the use of the Premises for the storage, treatment, use, production or disposal of any hazardous substances or hazardous waste (as those terms are defined under CERCLA or RCRA or any other applicable federal, state or local environmental protection laws), herein “Hazardous Substances.” Notwithstanding the foregoing, Tenant may maintain reasonable quantities of standard office and cleaning supplies in the Premises, for its own use within the Premises, in a manner compliant with all applicable law and regulation. Tenant shall promptly notify Landlord of its receipt of any notice of a violation of any such law, standard or regulation. The use, generation, storage, release, threatened release, discharge, disposal or presence on or about the Premises of any Hazardous Substances by Tenant, Tenant’s agents or any sublessee or assignee occupying all or part of the Premises shall be an immediate event of default under this Lease. Tenant does hereby indemnify and hold Landlord harmless from and against any and all damage to any property, penalties, expenses, claims, losses or liabilities or injury to or death of any person as a result of Tenant’s violation of the foregoing provision. Tenant’s indemnity shall include the obligation to reimburse Landlord for any and all costs and expenses (including reasonable attorneys’ fees) incurred by Landlord, its agents or employees as a result of Tenant’s violation. This Paragraph 9 does not impose upon Tenant liability for any Hazardous Substances in the Building or the Premises not introduced by, through or under Tenant.

10. Compliance with Laws. Tenant shall, at Tenant’s sole expense, (i) comply with all laws, orders, ordinances, and regulations of federal, state, county, and municipal authorities having jurisdiction over the Premises, including, without limitation, the Americans With Disabilities Act, (ii) comply with any directive, order or citation made pursuant to law by any public officer requiring abatement of any nuisance or which imposes upon Landlord or Tenant any duty or obligation arising from Tenant’s occupancy or use of the Premises or from conditions which have been created by or at the request or insistence of Tenant, or required by reason of a breach of any of Tenant’s obligations hereunder or by or through other fault of Tenant, (iii) comply with all insurance requirements applicable to the Premises and (iv) indemnify and hold Landlord harmless from any loss, cost, claim or expense which Landlord incurs or suffers by reason of Tenant’s failure to comply with its obligations under clauses (i), (ii) or (iii) above. If Tenant receives notice of any such directive, order citation or of any violation of any law, order, ordinance, regulation or any insurance requirement, Tenant shall promptly notify Landlord in writing of such alleged violation and furnish Landlord with a copy of such notice.

11. Service and Utilities.

(a)

Landlord shall maintain the Service Areas and Common Areas of the Building, the mechanical, plumbing and electrical equipment serving the Building, and the structure itself, in reasonably good order and condition except for damage occasioned by the act or negligence of Tenant, which damage shall be repaired by Landlord at Tenant’s expense. In the event Tenant requires or needs to have one or more separate systems of either heating, ventilating, air-conditioning or other similar systems over and above that provided by Landlord, the installation, care, expense, and maintenance of each such system shall be borne by and paid for by Tenant.

(b)

Provided the Tenant shall not be in default hereunder, and subject to the provisions elsewhere herein contained and the rules and regulations of the Building, Landlord agrees to furnish to the Premises during ordinary business hours (7 a.m.–6 p.m. M-F; 8 a.m.–1 p.m., Sat.) of generally recognized business days, to be determined by Landlord (but exclusive, in any event, of Sundays and legal holidays: (i) heat and air-conditioning required in Landlord’s judgment for the comfortable use and occupation of the Premises; (ii) janitorial services during the times and in the manner that such services are, in Landlord’s judgment, customarily furnished in comparable office buildings in the immediate market area, five days per week (except fewer days if the Building is closed due to a recognized holiday) except that, if Tenant’s floor covering or other improvements require special treatment, Tenant shall pay the additional cleaning cost attributable thereto as additional rent upon presentation of a statement therefor by Landlord; (iii) elevator service; (iv) electricity; and (v) water for drinking and lavatory purposes. Landlord will furnish HVAC service to the Premises outside of ordinary business hours in accordance with the prior notifications procedures then generally in place for the Building at Landlord’s then generally applicable after hours rate which is, as of the date hereof $45.00 per hours.

(c)

Tenant will not without the written consent of Landlord use any apparatus or device in the Premises, including without limitation, electronic data processing machines and machines using excess lighting or current which will in any way increase the amount of electricity or water usually furnished or supplied for use of the Premises as general office space; nor connect with electric current, except through existing electrical outlets in the Premises, or with water pipes, any apparatus or devise for the purpose of using electrical current or water. If Tenant in Landlord’s judgment shall require water or electric current or any other resource in excess of that usually furnished or supplied for use of the Premises as general office space (it being understood that such an excess may result from the number of fixtures, apparatus and devices, the hours of use, or any combination of such factors), Tenant shall first procure the consent of Landlord, which Landlord may in its discretion withhold, to the use thereof, and Landlord may cause a special meter to be installed in the Premises, at Tenant’s expense, so as to measure the amount of water, electric current or other resource so consumed, as shown by said meters, at the rates charged by the local

public utility furnishing the same, plus any additional expense incurred in keeping account of the water, electric current or other resources so consumed.

(d)

Landlord shall not be liable to Tenant or to any person, firm, corporation, or other business association claiming by, through or under Tenant for :(i) failure to furnish or for delay in furnishing any service provided for in this Lease, and no such failure or delay by Landlord shall be an actual or constructive eviction of Tenant nor shall any such failure or delay operate to relieve Tenant from the prompt and punctual performance of each and all of the covenants to be performed hereunder by Tenant; (ii) any latent defects in the Premises or Building; (iii) defects in the cooling, heating, electric, water, elevator, or other apparatus or systems or for water discharged from sprinkler systems, if any, in the Building; (iv) the limitation, curtailment, rationing or restricting of 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; (v) for Landlord’s reasonable voluntary cooperation with the efforts of national, state or local government agencies or utilities suppliers in reducing energy or other resource consumption. The foregoing does not, however, exculpate Landlord from its gross negligence, willful misconduct, or breach of its express obligations under this Lease.

(e)

Any sums payable under this Paragraph 11 shall be considered additional rent and shall be added to any installment of Base Rental thereafter becoming due, and Landlord shall have the same remedies for payment of such sums as for a default in the payment of Base Rental.

(f)

Tenant shall not provide any janitorial services without Landlord’s written consent and then only subject to supervision of Landlord and by a janitorial contractor or employees at all times satisfactory to Landlord. Any such services provided by Tenant shall be Tenant’s sole responsibility and at Tenant’s sole risk.

(g)

Access to the Building may be regulated during other than normal business hours in such manner as Landlord deems appropriate. Landlord, however, shall have no liability to Tenant, its employees, agents, invitees or licensees for losses due to theft or burglary, or for damages or injuries done by unauthorized persons on the Premises or in the Building and neither shall Landlord be required to insure against such losses. Tenant shall cooperate fully in Landlord’s efforts to regulate access to the Building. Landlord has installed a card key access system for the Building and related parking deck. Landlord shall not unreasonably withhold its consent to Tenant’s proposed plans and specifications to install its own security card-key access system for the Premises and to connect such system through the Building’s system provided, however, that any such work shall be at Tenant’s sole cost and expense and shall not in any respect be permitted to impair the utility of the system that services the Building outside of the Premises.

12. Improvements on Premises. All installations and improvements now or hereafter placed on the Premises other than Building Standard Improvements shall be made by Landlord at Tenant’s election, for Tenant’s account and at Tenant’s cost (and Tenant shall pay ad valorem taxes and increased insurance thereon or attributable thereto), which cost shall be payable by Tenant to Landlord in advance as additional rent.

13. Graphics. Landlord shall provide and install, at Tenant’s cost, all letters and numerals on doors in the Premises, all such letters and numerals shall be in the standard graphics chosen by Landlord for the Building and no others shall be used or permitted on the Premises without Landlord’s prior written consent.

14. Care of Premises. Tenant agrees not to commit any waste or allow any waste to be committed on any portion of the Premises, and at the termination of this Lease to deliver up to the Premises to Landlord in as good condition as at the Commencement Date, ordinary wear and tear and damage by casualty and such items that are Landlord’s responsibility under this Lease excepted.

15. Alterations. Tenant shall not make or suffer to be made any alterations, additions, or improvements in, on, or to the Premises or any part thereof, without the prior written consent of Landlord; and any such alterations, additions, or improvements in, on, or to said Premises, except for Tenant’s movable furniture and equipment, shall immediately become Landlord’s property and, at the end of the term hereof, shall remain on the Premises without compensation to Tenant. In the event Landlord consents to the making of any such alterations, additions, or improvements by Tenant, the same shall be made by Tenant, 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 in accordance with plans and specifications approved in writing by Landlord, and any contractor or person selected by Tenant to make the same, and all subcontractors must first be approved in writing by Landlord.

16. Repair. By taking possession of the Premises, Tenant accepts the Premises as being in the condition in which Landlord is obligated to deliver them and otherwise in good order, condition and repair. Tenant shall at all times during the term hereof, at Tenant’s sole cost and expense, keep the Premises and every part thereof in good order, condition and repair, excepting ordinary wear and tear, damage thereto by fire, earthquake, act of God or the elements, and such matters that are Landlord’s responsibility under this Lease. Should Tenant fail to make any repairs or replacements required of it hereunder promptly, Landlord may at its option make such repairs and replacements and Tenant shall pay the cost thereof to Landlord as additional rent.

17. Parking. During the Lease Term, Tenant shall have the nonexclusive use in common with Landlord, other tenants of the Building, their guests and invitees, of the non-reserved common automobile parking areas not to exceed the number of parking spaces set forth in the Lease summary in Paragraph 1, driveways, and footways

located on the Property, subject to such rules and regulations for the use thereof as may be prescribed from time to time by Landlord. The cost of such parking is included in the Base Rental.

18. Re-Entry by Landlord. Landlord reserves and shall at all times have the right to re-enter the Premises to inspect the same, to supply janitorial service and any other service to be provided by Landlord to Tenant hereunder, and upon reasonable prior notification to show the Premises to prospective purchasers, mortgagees or tenants, to post notices of non-responsibility, and to alter, improve, or repair the Premises and any portion of the Building of which the Premises are a part or to which access is conveniently made through the Premises, without abatement of rent, and may for that purpose erect, use, and maintain scaffolding, pipes, conduits, and other necessary structures and equipment in and through the Premises where reasonably required by the character of the work to be performed, provided that entrance to the Premises shall not be blocked thereby, and further provided that the business of Tenant shall not be interfered with unreasonably. Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned thereby. For each of the aforesaid purposes, Landlord shall at all times have and retain a key with which to unlock all of the doors in, upon, and about the Premises, 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 any portion of the Premises, and any entry to the Premises, or portions thereof obtained by Landlord by any of said means, or otherwise, shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of 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 change the arrangement and/or location of entrances or passageways, doors and doorways, and corridors, elevator, stairs, toilets, or other public parts of the Building and to change the name, number of designation by which the Building is commonly known. Landlord acknowledges that Tenant’s server area and other portions of the Premises may be subject to security procedures established by Tenant, and Landlord agrees to cooperate with reasonable requirements of Tenant, such as prior notice and the requirement that an employee of Tenant accompany Landlord, except, however, that any such restrictions shall not be applicable in emergencies.

19. Assignment and Subletting.

(a)

Tenant shall not, without the prior written consent of Landlord, (i) sell, assign, convey, mortgage, pledge, encumber or otherwise transfer this Lease or any interest herein (whether voluntarily, by operation of law, or otherwise), (ii) sublet the Premises or any portion thereof, or (iii) permit any one other than Tenant to occupy or use the Premises or any portion thereof; and any attempt to consummate any of the foregoing without Landlord’s written consent shall be void. Landlord shall not unreasonably withhold its consent to such assignment or sublease if Tenant submits reasonable evidence to demonstrate that the proposed subtenant or assignee has the financial capacity to perform under the subject sublease or assignment, that it’s use and character are reasonably suitable for the Building, that it is not barred by any then applicable use restriction, and that it is not a current tenant of the Building or a party with whom Landlord has dealt with in the previous three (3) month period to lease premises in the Building; the foregoing restriction on Tenant’s dealing with Landlord’s current or prospective tenants shall not be applicable, however, if Landlord does not have premises of sufficient square footage available in the Building to accommodate the space requirements of Tenant’s prospective subtenant or assignee. Notwithstanding the foregoing requirement of Landlord’s consent, Tenant may assign its right, title and interest under this Lease to any Affiliate (as hereinafter defined) without the consent of Landlord. For the purposes of this Section 19(a), “Affiliate” shall mean any person or entity that controls, is controlled by or is under common control with Tenant. An entity shall be presumed to have control when it possesses the power, directly or indirectly, to direct, or cause the direction of, the management or policies of Tenant, whether through ownership of voting securities, or otherwise. In the event of any assignment to an Affiliate, Landlord shall be given written notice thereof, together with a reasonable description of how such party qualifies as an Affiliate and evidence that such Affiliate has obtained the insurance required to be maintained by Tenant hereunder. In addition, notwithstanding anything herein to the contrary, Tenant shall be permitted to assign this Lease to any entity which acquires all of Tenant’s assets and liabilities or with which Tenant is merged or consolidated, subject to Tenant’s obligation to give Landlord written notice of such transaction together with evidence of the successor entity’s insurance required under this Lease.

(b)

If at any time during the term of this Lease Tenant desires to sublet all or part of the Premises or to assign this Lease, Tenant shall submit such request to Landlord in writing, together with a copy of the proposed assignment or sublease and such additional information concerning the proposed assignee or sublessee as may be requested by Landlord for Landlord’s review. If Landlord, in its discretion, approves in writing the terms of the proposed assignment or sublease and the proposed assignee or sublessee, but a fully executed counterpart of such assignment or sublease is not delivered to Landlord within thirty (30) calendar days after the date of Landlord’s written approval, then Landlord’s approval of the proposed assignment or sublease shall be automatically withdrawn and shall be deemed null and void. As a condition to Landlord’s prior written consent as provided for in this Paragraph 19, the assignee or subtenant shall agree in writing to comply with and be bound by all of the terms, covenants, conditions, provisions and agreements of this Lease, and Tenant shall deliver to Landlord promptly after execution an executed copy of said sublease or assignment and an agreement of said compliance by each sublessee or assignee, Landlord’s consent to any assignment or subletting shall not release Tenant from any of Tenant’s obligations hereunder or be deemed to be a consent to any other or subsequent assignment or subletting. Tenant agrees to pay to Landlord, on demand, reasonable costs incurred by Landlord

in connection with any request by Tenant for Landlord to consent to any assignment or subletting by Tenant. Tenant shall not sublease any portion of the Premises to another tenant in the Building.

(c)

Notwithstanding the giving by Landlord of its consent to any assignment or sublease with respect to the Premises, no assignee or sublessee may exercise any expansion option, right of first refusal option, or renewal option under this Lease except in accordance with a separate written agreement entered into directly between such assignee or sublessee and Landlord.

(d)

Any transfer after the date hereof, whether to one or more persons or entitles and whether at one or more different times, of a controlling interest in Tenant (whether Tenant is a corporation, partnership, or other entity), whether voluntarily, by operation of law, or otherwise, shall be deemed an assignment of this Lease within the meaning of this Paragraph 19.

(e)

If, with the consent of the Landlord, this Lease or any interest therein is assigned or the Premises or any part thereof is sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the Base Rental and additional rent herein reserved, but no such assignment, subletting, occupancy, or collection shall be deemed (i) a waiver of any of Tenant’s covenants contained in this Lease, the acceptance by Landlord of the assignee, subtenant, or occupant as Tenant, or (ii) a release of Tenant from further performance by Tenant of its covenants under this Lease.

(f)

If this Lease is assigned or the Premises or any part thereof is sublet or occupied by anyone other than Tenant, then Tenant shall pay to Landlord, in addition to any other amounts owing hereunder, all compensation received by Tenant from such assignee or subtenant with respect to such assignment or subletting, over and above the amount of Base Rental, additional rent or other sums owing under this Lease, whether such additional compensation to Tenant is in the form of a lump sum payment, monthly payment or otherwise; such additional compensation or any installment thereof shall be payable by Tenant to Landlord as and when received by Tenant, and Tenant hereby assigns all rights it might have or ever acquire in any such additional compensation to Landlord.

20. Discharge of Liens. Tenant shall discharge of record by bond or otherwise within ten (10) days following the filing thereof any mechanic’s or similar lien filed against the Premises, the Building or the Property for work or materials claimed to have been furnished to or for the benefit of Tenant and/or the Premises; provided, however, that Tenant shall have no responsibility with respect to any mechanic’s or similar lien filed against the Premises or the Building for work or materials furnished by or at Landlord’s request, if Tenant is current in the payment of all obligations owed Landlord. If Tenant shall fail to cause such lien or claim of lien to be so discharged or bonded within such period, in addition to any other right or remedy it may have, Landlord may, but shall not be obligated to, discharge the same by paying the amount claimed to be due or by procuring the discharge of such lien or claim by deposit in court or bonding, and in any such event, Landlord shall be entitled, if Landlord so elects, to compel the prosecution of any action for the foreclosure of such lien or claim by the lienor or claimant and to pay the amount of the judgment, if any, in favor of the lienor, with interest, costs, and allowances. Tenant shall pay as additional rent on demand from time to time any sum or sums so paid by Landlord, including, but not limited to, attorneys’ fees in processing such discharge or in defending any such action.

21. Insurance.

“Special Form” property insurance insuring the Leasehold Improvements, Tenant’s interest in the Premises and all property located in the Premises, including furniture, equipment, fittings, installations, fixtures, supplies, property in the course of construction, repair, or alteration and any other personal property, leasehold improvements and alterations (“Tenant’s Property”), in an amount equal to the full replacement value. It is understood that no lack or inadequacy of insurance by Tenant shall in any event make Landlord subject to any claim by virtue of any theft of or loss or damage to any uninsured or inadequately insured property;

Business Interruption insurance on a “Special Form” policy in an amount necessary to cover the clients loss of income, continuing expenses, and extra expenses during period of interruption or attributable to the prevention of access to the Premises by civil authority; and sufficient to reimburse Tenant for Rent in the event of a casualty to, or temporary taking of, the Building or the Premises;

Commercial general liability insurance written on an occurrence basis including personal injury, bodily injury, broad form property damage, operations hazard, , contractual liability, with a cross liability clause and a severability of interests clause to cover Tenant’s indemnities set forth herein, and products and completed operations liability, in limits not less than $1,000,000.00 inclusive per occurrence and $2,000,000 annual aggregate, Said policy to contain no special exclusions for construction or sub-contractors work. Limits required beyond $1 Million may be satisfied with an excess liability policy.

Worker’s Compensation and Employer’s Liability insurance, with a waiver of subrogation endorsement, in form and amount as required by applicable law. Employers Liability limits sufficient to be covered by umbrella;

Auto Liability or Hired/Non-owned auto liability if no owned autos for $1,000,000;

Damage to property you rent coverage in the amount of $1,0000,000; and

Excess Liability/Umbrella Policy providing at least $5,000,000 liability coverage in excess of those limits for coverages stated above.

Any other form or forms of insurance or any changes or endorsements to the insurance required herein as may reasonably be required by Landlord, or any mortgagee or lessor of Landlord may reasonably require, from time to time, but in no event will Landlord require coverages or amounts more that typically required by landlords of typical buildings in the Duluth, Georgia market.

Tenant shall have the right to include the insurance required by Paragraph 21(a) (1)-(7) under Tenant’s policies of “blanket insurance.” All liability insurance policies of insurance or certificates thereof shall include Landlord, Landlord’s manager, and all mortgagees and lessors of Landlord shall (which mortgagee is, as of the date hereof, Massachusetts Mutual Life Insurance Company, and Tenant shall receive written notice of any successor thereto before being required to name such successor), of which Tenant has been notified, additional insureds, all as their respective interest may appear. All such policies or certificates shall be issued by insurers admitted in the state of Georgia and have an A. M. Best rating of A-VII or better. Tenant shall deliver to Landlord certificates of insurance and evidence of property insurance annually by the Commencement Date. All policies of insurance shall be primary and non-contributory to insurance carried by Landlord. All such policies and certificates shall contain an agreement by the insurers that the Landlord and any mortgagee or lessor of Landlord shall be notified in writing, not less than