EXHIBIT 10.4
LEASE AGREEMENT
THIS LEASE, made and entered into as of this 18th day of June 1996, by and
between THE XXXXXXX COMPANY (hereinafter referred to as the "Landlord") and
INTERNET ORGANIZING GROUP, INC., a Georgia corporation (hereinafter referred to
as the "Tenant"):
W I T N E S S E T H:
1. PREMISES. The Landlord, for and in consideration of the rents,
covenants, agreements and stipulations hereinafter mentioned, reserved and
contained, to be paid, kept and performed by the Tenant, and by these presents
does lease and rent unto the said Tenant, and said Tenant hereby agrees to lease
and take upon the terms and conditions which hereinafter appear, the following
described property (hereinafter referred to as the "Premises') containing
approximately 2,100 rental square feet on the Third Floor of Building 10
(hereinafter referred to as the "Building"), located in XXXX XXXXX 000 XXXXXX
XXXX XXXXXX XXXX (hereinafter referred to as the "Office Park"), and being known
as 7000 Peachtree Dunwoody Road, Building 10, Xxxxx 000, Xxxxxxx, Xxxxxx Xxxxxx,
Xxxxxxx 00000. The floor plan attached hereto as Exhibit "A" represents an
approximation of the Premises to be leased pursuant to this Lease.
2. TERM. To have and to hold the same for a term of three (3) years
beginning on the 1st day of July, 1996, and ending on the 30th day of June 1999,
at midnight (hereinafter referred to as the "Lease Term").
In the event the Premises are ready for occupancy prior to the commencement
date of the Lease Term and Tenant chooses to occupy the Premises at that time,
all terms, covenants and conditions of this Lease shall be in full force and
effect as of such date. Tenant shall pay a prorated share of the monthly rental
payment for any partial calendar month during which Tenant occupies the
Premises.
3. RENTAL. Tenant agrees to pay Landlord, by payments to Xxxxxxx
Management Services, Inc. (hereinafter referred to as "Managing Agent"), and
delivered to Xxxxxxx Management Services, Inc., 000 Xxxxxxx Xxxxx, Xxxxxxxx Xxx,
Xxxxxxx, Xxxxxxx 00000, promptly on the first day of each month, in advance,
during the Lease Term a monthly rental of Two Thousand Nine Hundred Seventy-Five
and No/100 ($2,975.00) DOLLARS.
Tenant hereby acknowledges that if any monthly payment of rent or any
monies due hereunder from Tenant shall not be received by Landlord or the
Managing Agent of Landlord within five (5) days after such payment is due, then
Tenant shall pay a late charge equal to five percent (5%) of such delinquent
amount. Any amounts payable hereunder by Tenant to
Landlord which are not paid on or before the date due as provided in this Lease
shall bear interest at the rate of one and one-half percent (1 1/2%) per month
from said due date until paid.
4. FIRST AND LAST MONTHS' RENT IN ADVANCE. Upon execution of this Lease
by Tenant, Tenant shall pay the first and last months' rent, receipt of which is
acknowledged by Landlord. Interest shall not accrue on said monies and in the
event of any default by Tenant hereunder, such amounts may be applied to any
amounts owed by Tenant to Landlord.
5. UTILITIES AND TAXES. Landlord shall pay all utility bills, including,
but not limited to, gas, electricity, fuel, light, and heat bills for the
Premises, and all charges for water, sewer and five (5) nights per week
janitorial services rendered to the Premises. Landlord shall furnish to the
Premises general cleaning and janitorial services required as a result of
normal, prudent use of the Premises and only on Monday through Fridays,
inclusive, with New Year's Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, Christmas Day, and any other recognized bank holiday (herein
collectively referred to as the "Holidays") excepted. This paragraph is subject
to Paragraph 14 of the Rules and Regulations attached hereto and incorporated
herein by this reference (the "Rules and Regulations").
Landlord shall be responsible for and shall pay when due all taxes levied
against the Premises or levied against any larger unit of real property
(including without limitation land, buildings, and other permanent improvements
that are deemed by the taxing authorities to constitute real property), such as
the Building or the Office Park, of which the Premises are a part. Tenant shall
be responsible for and shall pay when due all taxes levied against any personal
property or trade fixtures placed by Tenant in the Premises.
6. COMMON AREA. Landlord and Tenant agree that Tenant shall have access
to and the use of the parking lot of the Office Park, sidewalks, and common
grounds provided Tenant is not in violation of any section of this Lease.
7. RETURNED CHECKS. Tenant shall be charged the sum of Fifteen ($15.00)
Dollars for any check returned to Landlord by Tenant's bank for non-payment of
funds or any other reason whatsoever. Landlord may thereafter, at its sole
option, insist upon payment of any sums due hereunder (including, without
limitation, the monthly rental) by cashier or certified funds only.
8. USE OF THE PREMISES. The Premises shall be used for general office
purposes and for no other purposes, and in accordance with the Rules and
Regulations. The Premises shall not be used for any illegal purposes, nor in
any manner which will violate any requirements of Landlord's insurance or
increase the rate of insurance on the Premises. At no time shall the Premises
be used in any manner to create any nuisance or trespass.
9. ABANDONMENT OF LEASED PREMISES. Tenant agrees not to abandon or
vacate the Premises during the Lease Term, and agrees to use said Premises for
the purpose set forth herein until the expiration of the Lease Term.
10. REPAIRS BY LANDLORD. Landlord agrees to keep in good repair the roof,
heating and cooling systems, foundations and exterior walls of or serving the
Premises (exclusive of all glass and exterior doors), and underground utility
and sewer pipes outside the exterior walls of the Building, except repairs
rendered necessary by the negligence or intentional acts of Tenant, its agents,
employees or invitees. Landlord gives to Tenant exclusive control of the
Premises and Landlord shall be under no obligation to inspect the Premises.
Tenant shall promptly report in writing to Landlord any defective condition
known to it which Landlord is required to repair, and failure to report such
defects shall make Tenant responsible to Landlord for any liability incurred by
Landlord by reason of such defects. Landlord shall not be liable, under any
circumstances, for any interruption or failure whatsoever in utility services.
11. REPAIRS BY TENANT. Tenant agrees to return said Premises to Landlord
at the expiration or prior termination of this Lease in as good condition as
when first received, normal wear and tear excepted. Tenant shall make no
alterations, additions or improvements to the Premises or the systems therein
without the prior written consent of Landlord. All alterations, additions and
improvements made by, for, or at the direction of Tenant shall, when made,
become the property of Landlord and shall remain upon and be surrendered with
the Premises as a part thereof at the expiration or earlier termination of the
Lease.
12. RENT ADJUSTMENT. Commencing one year from the date of the initial
Lease Term hereof and continuing on the same day of each year during the initial
and any renewal term hereof, the annual rental for the next succeeding twelve
(12) month period shall be increased by an amount sufficient to provide an
annual rental for said next succeeding twelve (12) month period (each successive
twelve (12) month period to be hereinafter referred to as the "Adjustment
Period") equal to the purchasing power of the annual rental for the month in
which the initial Lease Term hereof commenced (hereinafter referred to as the
"Base Month"). As soon as possible after the publication and issuance thereof,
Landlord shall deliver to Tenant a true copy of the Consumer Price Index for the
United States for All Urban Consumers for all items on the Bureau of Labor
Statistics of the U.S. Department of Labor (hereinafter referred to as the
"Index") for the Base Month and for the calendar month in which the Adjustment
Period commences (the "Initial Adjustment Month"). If the Index for the Initial
Adjustment Month shows an increase in consumer purchasing power as compared to
that for the Base Month, Landlord shall deliver to Tenant a computation showing
the increase in the annual rent for the Adjustment Period, said increase to be
an amount equal to the percentage increase in the Index for the Initial
Adjustment Month over the Index for the Base Month, multiplied by the annual
rental in effect for the initial Lease Term hereof. Any such increase shall be
payable by Tenant against amounts otherwise due from Tenant in equal monthly
installments in advance on the first day of each month during the Adjustment
Period; provided, however, that the first and second monthly installments of
said increase shall be paid by Tenant on the date Tenant receives the
computation showing the amount of said increase. If the Adjustment Period
begins
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on a day other than the first day of the month, Tenant shall pay to Landlord, on
demand, a prorated monthly installment of said increase. The adjusted monthly
rental under this paragraph shall not be increased in any year by less than four
percent (4%) nor greater than ten percent (10%) from the prior year's rental
rate. For the purpose of this Lease, the "Base Month" will be July 1996.
Notwithstanding anything to the contrary contained herein, in no event shall the
base rent be adjusted in an amount less than set forth in Paragraph 3.
13. INDEMNITY. Tenant agrees to indemnify and hold harmless the Landlord,
its agents and employees, against any and all claims of any and every nature for
damages to persons or property by reason of Tenant's use or occupancy of the
Premises, and all claims, damages, judgments, costs, or expenses of any nature
or description incurred by Landlord, its agents and employees, as a result
thereof, including attorney's fees, court costs, and attorney's fees and court
costs incurred in enforcing this indemnity provision of the Lease.
14. GOVERNMENTAL ORDERS. Tenant agrees, at its own expense, to promptly
comply with all requirements of any legally constituted public authority imposed
by reason of Tenant's occupancy of the Premises, whether or not said
requirements shall presently exist or shall hereinafter become effective.
Landlord agrees to promptly comply with any such requirements if not made
necessary by reason of Tenant's occupancy. It is mutually agreed, however,
between Landlord and Tenant that if, in order to comply with such requirements,
the cost to Landlord or Tenant, as the case may be, shall exceed a sum equal to
one year's rent to be paid under this Lease, then whichever of Landlord or
Tenant is obligated to comply with such requirements shall have the right to
terminate this Lease by giving written notice of termination to the other party
by certified mail, which termination shall become effective sixty (60) days
after receipt of such notice, and which notice shall eliminate the necessity of
compliance with such requirement by the party giving such notice unless the
party receiving such notice of termination shall, before said termination
becomes effective, pay to the party giving notice all costs of compliance in
excess of one year's rent, or secure payment of said sum in a manner
satisfactory to the party giving notice.
15. CONDEMNATION. If the whole of the Premises, or such portion thereof
as will make the Premises unusable for the purposes herein leased, be condemned
by any legally constituted condemnation authority, or sold to said authority by
private sale under threat of condemnation, for any public use or purpose, then,
in either of said events, the Lease shall terminate as of the date when
possession thereof is taken or accepted by condemnation authorities, and rental
shall be accounted for as between Landlord and Tenant as of said date. Such
termination, however, shall be without prejudice to the rights of either
Landlord or Tenant to recover compensation and damages relating to such
condemnation. It is further understood and agreed that neither the Tenant nor
the Landlord shall have any rights in any award made to the other by any
condemnation authority notwithstanding the termination or rights accepted by
condemnation authorities, and rental shall be accounted for as between Landlord
and Tenant as of said date.
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16. ASSIGNMENT AND SUBLETTING. Tenant may sublease portions of the
Premises to others provided such sublessee's operation is a part of the general
operation of Tenant and under the supervision and control of Tenant, and
provided such operation is within the purpose for which said Premises shall be
used. Except as provided in the preceding sentence, Tenant shall not, without
the prior written consent of Landlord, assign this Lease or any interest
hereunder, or sublease the Premises, or any part thereof, or permit the use of
Premises by any party other than Tenant. Consent to any assignment or sublease
shall not terminate the continued effect of this paragraph, and all later
assignments or subleases shall be made likewise only with the prior written
consent of Landlord. An assignee or sublessee of Tenant shall, at the sole
option of Landlord, become directly liable to Landlord for all obligations of
Tenant hereunder, but no assignment or sublease by Tenant, or acceptance or
acknowledgment of such assignment or sublease by Landlord, shall relieve the
person or entity which was the original party and Tenant to the Lease of any
liability hereunder. Landlord's acceptance of rent from such assignee or
sublessee or other such party as an assignee or sublessee shall not relieve the
original party who executed this Lease as Tenant from liability under this
Lease.
Requests for sublease or assignment shall be accompanied by a minimum
service fee of $500 and Tenant agrees to reimburse Landlord for all legal fees
and other expenses incurred by Landlord in connection with the request. Tenant
shall make no profit on a sublease or assignment of this Lease and any increase
in rent, bonus or other fee charged or received, which is higher than, or in
addition to, the rent, and fees due under this Lease shall be paid to Landlord.
17. REMOVAL OF PERSONAL PROPERTY. Tenant may, if not in default
hereunder, prior to the expiration of this Lease, or any extension thereof,
remove all unattached and movable personal property and equipment which it has
placed in the Premises, provided Tenant repairs all damages to the Premises
caused by such removal. All personal property of Tenant remaining in the
Premises after the end of the Lease Term shall be deemed conclusively abandoned,
excepting equipment leased from third party vendors, notwithstanding the title
to or a security interest in such personal property may be held by an individual
or entity other than Tenant, and Landlord may dispose of such personal property
in any manner it deems proper, in its sole discretion. Tenant hereby waives and
releases any claim against Landlord arising out of the removal or disposition of
such personal property and waives and releases any claim to the personal
property. Tenant shall indemnify and hold Landlord harmless for any costs,
expenses or fees incurred by Landlord in connection with the removal and
disposition of such personal property. Tenant shall reimburse Landlord for the
cost of removing such personal property.
18. SIGNS. Tenant shall not place signs nor decals upon or in the
grounds, outside walls, windows, roofs, exterior building doors, or interior
suite doors of the Premises, except with the written consent of Landlord or
Landlord's Managing Agent which shall be granted in such party's sole
discretion. Landlord agrees to provide Tenant, at Landlord's expense, one (1)
exterior Building standard identification sign. Any additional signs shall be
provided at Tenant's expense. Any and all signs placed within the Premises by
Tenant shall be maintained in
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compliance with the rules and regulations governing such signs and the Tenant
shall be responsible to Landlord for any damages caused by the installation,
use, or maintenance of said sign, and Tenant agrees, upon removal of said signs,
to repair all damage incident to such removal.
19. ENTRY FOR CARDING, ETC. Landlord may card the Premises for "For Rent"
or "For Sale" sixty (60) days before the termination date of this Lease.
Landlord may enter the Premises at reasonable hours at any time during the Lease
Term to exhibit same to prospective purchasers or tenants and to make repairs to
Landlord's adjoining property, if any.
20. EFFECT OF TERMINATION OF LEASE. No termination of this Lease prior to
the expiration of the Lease Term by lapse of time or otherwise, shall affect
Landlord's right to collect rent for the period prior to the termination of this
Lease.
21. MORTGAGEE'S RIGHTS. Tenant's rights shall be subject to any bona fide
mortgage or deed to secure debt which is now or may hereafter be placed upon the
Premises by Landlord. The terms of this paragraph shall be self-operative;
provided, however, that Tenant, upon the request of any party in interest, shall
promptly execute, deliver and record such instruments or certificates as may be
reasonably required to carry out the intent of this paragraph. In addition, at
the request of Landlord, Tenant shall execute and deliver instruments which
provide that in any foreclosure proceedings under any security deed or mortgage,
or in the event of transfer of title by deed in lieu of foreclosure to any
mortgagee or designee thereof, Tenant, at the election and request of any
mortgagee or designee thereof, shall attorn to the purchaser at foreclosure
under the security deed or mortgage or to any mortgagee or designee thereof to
whom title is so transferred by deed in lieu of foreclosure, as the case may be,
as the Landlord or mortgagee under this Lease.
22. NO ESTATE IN LAND. This Lease shall create only the relationship of
Landlord and Tenant between the parties hereto and no estate shall pass out of
Landlord. Tenant shall have only a usufruct, not subject to levy and sale, and
not assignable or transferrable by Tenant except with Landlord's express written
consent.
23. LATE MOVE-IN. In the event Landlord fails, for any reason whatsoever,
to deliver possession of the Premises to Tenant on or before the commencement
date of the Lease Term hereof, this Lease shall not be void or voidable, nor
shall Landlord be liable to Tenant for any loss or damage resulting therefrom.
In the event Landlord fails, for any reason whatsoever, to deliver possession of
the Premises to Tenant by July 25, 1996, than this Lease shall become null and
void.
24. HOLDING OVER. Should Tenant or any of its successors in interest
continue to hold the Premises after termination of this Lease, whether such
termination occurs by lapse of time or otherwise, with Landlord's acquiescence,
and without any distinct agreement between the parties, such holding over shall
constitute and be constructed as a tenancy at sufferance at a monthly rental
equal to one and one-half (1 1/2) times the monthly rental (including Base
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Rental and any adjusted and additional rental) provided herein at the time of
such termination, if Landlord elects to accept such rent. During such time as
Tenant shall continue to hold the Premises after the termination hereof, Tenant
shall be regarded as a tenant at sufferance and not a tenant at will; subject,
however, to all the terms, provisions, covenants and agreements on the part of
Tenant hereunder. No payments of money by Tenant to Landlord after the
termination of this Lease shall reinstate, continue, renew or extend the Lease
Term and no extension of this Lease after the termination hereof shall be valid
unless and until the same shall be reduced to writing and signed by both
Landlord and Tenant. Tenant shall be liable to Landlord for all damage which
Landlord shall suffer by reason of Tenant's holding over and Tenant shall
indemnify, defend and hold Landlord harmless against all claims made by any
other tenant or prospective tenant against Landlord resulting from delay by
Landlord in delivering possession of the Premises to such other tenant or
prospective tenant. If Landlord accepts rent pursuant to this paragraph,
Landlord shall always have the right to terminate Tenant's possession under this
paragraph upon thirty (30) days' prior written notice to Tenant.
25. ATTORNEY'S FEES AND HOMESTEAD EXEMPTION. If any rent or additional
rental, or any other obligation of Tenant hereunder is collected by or through
an attorney at law, Tenant agrees to pay FIFTEEN (15%) PERCENT thereof as
attorney's fees. Tenant hereby waives any and all homestead rights and
exemptions which it may have under any laws as against its obligation owing
Landlord under this Lease. Tenant hereby assigns to Landlord its homestead and
exemptions.
26. RIGHTS CUMULATIVE. All rights, powers and privileges conferred
hereunder upon the parties shall be cumulative, but not restrictive, to those
given by operation of law.
27. NOTICES. Tenant hereby appoints as its agent to receive service of
all dispossessory or distraint proceedings and notices hereunder, and all
notices required under this Lease, the person in charge of the Premises at the
time, or occupying said Premises; and if no person is in charge of, or occupying
said Premises, then such service or notice may be made by attaching the same on
the main entrance to said Premises. All written notices, other than notice of
dispossessory or distraint proceedings required under the Lease shall be sent
certified mail, return receipt requested, or by hand delivery, and shall be
deemed given at the time it is placed in the U.S. mail, postage prepaid, or if
delivered by hand, upon actual delivery. A copy of all notices under this Lease
shall also be sent to Tenant's last known address, if different from said
Premises. If notice address is different from the address of the Premises, all
notices shall be sent to the address below.
28. WAIVER OF RIGHTS. No failure of Landlord to exercise any power given
Landlord hereunder, or to insist upon strict compliance by Tenant with its
obligations hereunder, and no custom or practice of the parties at variance with
the terms hereof shall constitute a waiver of Landlord's rights to demand strict
compliance with the terms hereof.
29. TIME IS OF THE ESSENCE. Time is of the essence of this Lease.
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30. DEFINITIONS. "Landlord" as used in this Lease shall include its
heirs, representatives, assigns and successors in title to the Premises.
"Tenant" as used in this Lease shall include its heirs, representatives and
successors, and if this Lease shall be validly assigned or sublet, shall also
include Tenant's assignees or sublessees as to the Premises covered by such
assignment or sublease. "Broker" or "Co-Broker" as used in this Lease shall
include its successors, assigns, heirs, and representatives. "Landlord,"
"Tenant," "Broker," and "Co-Broker" shall include male and female, singular and
plural, corporation, partnership or individual, as it may pertain to the
particular parties.
31. DESTRUCTION OR DAMAGE TO THE PREMISES. If the Premises are totally
destroyed by storm, fire, lighting, earthquake or other casualty, this Lease
shall terminate as of the date of such destruction, and rental shall be
accounted for as between Landlord and Tenant as of that date. If the Premises
are damaged but not wholly destroyed by any such casualties, rental shall xxxxx
in such proportion as use of the Premises has been destroyed, and Landlord shall
restore the Premises to substantially the same condition as before the damage as
soon as reasonably possible, whereupon full rental shall commence. Provided,
however, should the Premises be totally or partially destroyed as a result of
the negligence or intentional acts of Tenant, its employees, agents, licensees,
invitees, assignees, or sublessees, then Tenant shall be liable for any and all
such damage to the Premises and the rental set forth herein shall not be abated.
32. LIABILITY INSURANCE. Tenant shall carry fire and extended coverage
insurance insuring Tenant's interest in its improvements and betterments to the
Premises and any and all furniture, equipment, supplies, and other property
owned, leased, held or possessed by it and contained therein, such insurance
coverage to be in an amount equal to the full insurable value of such
improvements and property.
Tenant also agrees to carry a policy or policies of workers' compensation
and comprehensive general liability insurance, including personal injury and
property damage, with contractual liability endorsement, in an amount of not
less than Five Hundred Thousand and No/100 ($500,000.00) Dollars for the
property damage and One Million and No/100 ($1,000,000.00) Dollars per
occurrence for personal injuries or deaths of persons occurring in or about the
Premises. Said policies shall (i) name Landlord as an additional insured and
insure Landlord's contingent liability under this Lease (except for the worker's
compensation policy, which shall instead include waiver of subrogation
endorsement in favor of Landlord); (ii) be issued by an insurance company which
is acceptable to Landlord and licensed to do business in the State of Georgia;
and (iii) provide that said insurance shall not be cancelled unless thirty (30)
days' prior written notice shall have been given to Landlord. Said policy, or
policies, or certificate thereof, shall be delivered to Landlord by Tenant upon
commencement of the Lease Term and upon each removal and/or modification of said
insurance.
33. WAIVER OF SUBROGATION. Landlord and Tenant each hereby release the
other from any and all liability or responsibility to the other or anyone
claiming through or under them by way of subrogation or otherwise for any loss
or damage to property caused by
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fire or any other perils insured in policies of insurance covering such
property, even if such loss or damage shall have been caused by the fault or
negligence of the other party, or anyone for whom such party may be responsible,
including, without limitation, any other tenants or occupants of the remainder
of the Building in which the Premises are located; provided, however, that this
release shall be applicable and in force and effect only to the extent that such
release shall be lawful at that time and in any event only with respect to loss
or damage occurring during such time as the releasor's policies shall contain a
clause or endorsement to the effect that any such release shall not adversely
affect or impair said policies or prejudice the right of the releasor to recover
thereunder and then only to the extent of the insurance proceeds payable under
such policies. Landlord and Tenant each agree that it will request its
insurance carriers to include in its policies such a clause of endorsement. If
extra costs shall be charged therefor, each party shall advise the other thereof
and of the amount of the extra costs, and the other party, at its election, may
pay the same, but shall not be obligated to do so. If such other party fails to
pay such extra costs, the release provisions of this paragraph shall be
inoperative against such other party to the extent necessary to avoid
invalidation of such releasor's insurance.
34. RULES AND REGULATIONS. Tenant and Tenant's agents, employees,
contractors, licensees and invitees shall fully comply with all requirements of
the Rules and Regulations attached hereto and incorporated herein by this
reference (as changed from time to time as hereinafter provided). Landlord
shall at all times have the right to change such Rules and Regulations or to
promulgate other rules and regulations in such reasonable manner as Landlord, in
its sole discretion, may deem advisable; provided, however, that such changes
shall not become effective and a part of this Lease until a copy thereof shall
have been delivered to Tenant. Tenant shall further be responsible for
compliance with such Rules and Regulations by Tenant's agents, employees,
contractors, licensees and invitees.
35. DEFAULT. a) The following events shall be deemed to be Events of
Default by Tenant under this Lease: (i) Tenant shall fail to pay any
installment of rent or any other charge or assessment against Tenant pursuant to
the terms hereof when due and shall not cure such failure within five (5)
business days after notice thereof to Tenant; (ii) Tenant shall fail to comply
with any term, provision, covenant or warranty made under this Lease by Tenant,
other than the payment of rent or any other charge or assessment payable by
Tenant, and shall not cure such failure within thirty (30) days after notice
thereof to Tenant; (iii) any court or competent jurisdiction shall enter, with
regard to Tenant, a decree or order for relief in an involuntary case under the
federal bankruptcy laws, as now or hereafter constituted, or any other
applicable federal or state bankruptcy, insolvency or other similar law, or a
decree or order appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of Tenant or for any substantial part of
Tenant's property or for a decree or order ordering the winding-up or
liquidation of Tenant's affairs, and any such decree or order shall continue
unstayed and in effect for a period of thirty (30) days, (iv) Tenant shall
commence a voluntary case under the federal bankruptcy laws, as now constituted
or hereafter amended, or any other applicable federal or state bankruptcy,
insolvency or other similar law, or Tenant shall consent to the appointment of
or taking possession by a receiver, liquidator, assignee, trustee, custodian,
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sequestrator (or other similar official) of Tenant or for any substantial part
of Tenant's property; (v) Tenant shall abandon or vacate all or any portion of
the Premises or fail to take possession thereof as provided in this Lease; or
(vi) Tenant shall do or permit to be done anything which creates a lien of any
nature or whatsoever upon the Premises and shall not cure such lien within
thirty (30) days after notice thereof to Tenant.
b) Upon the occurrence of any of the aforesaid Events of Default,
Landlord shall have the option to pursue any one or more of the following causes
of action without any notice of demand whatsoever: (i) Terminate this Lease, in
which event Tenant shall immediately surrender the Premises to Landlord, but if
Tenant fails to do so, Landlord may, without prejudice to any other remedy which
it may have for possession or arrearage in rent, enter upon and take possession
the Premises and expel or remove Tenant and its effects and any other person, by
force if necessary, without being liable for prosecution or any claim of damages
therefor; and Tenant hereby agrees to pay to Landlord on demand the amount of
all loss and damage which Landlord may suffer by reason of such termination,
whether through inability to relet Premises or through decrease in rent or
otherwise; or (ii) Terminate this Lease and declare the entire amount of the
rent required to paid hereunder by Tenant, which in Landlord's reasonable
determination, would become due and payable during the remainder of the Lease
Term, discounted to present value by using a discount factor of eight percent
(8%) per annum, to be due and payable immediately. Upon acceleration of such
amounts, Tenant agrees to pay the same at once together with all rents
theretofore due, at Landlord's address as provided herein; provided, however
that such payment shall not constitute a penalty or forfeiture, but shall
constitute liquidated damages for Tenant's failure to comply with the terms and
provisions of this Lease (Landlord and Tenant agreeing that Landlord's actual
damages in such event are impossible to ascertain and that the amount set forth
above is a reasonable estimate thereof). Upon making such payment, Tenant shall
receive from Landlord all rents received by Landlord from other tenants renting
the Premises, or portion thereof, during the Lease Term (with appropriate
allocations of such rents in the event other tenants lease space in addition to
the Premises), provided that the monies to which Tenant shall so become entitled
shall in no event exceed the entire amount actually paid by Tenant to Landlord
pursuant to the preceding sentence, less all costs, expenses and attorney's fees
of Landlord incurred in connection with the termination of this Lease. Eviction
of Tenant and reletting of the Premises and the acceptance of such payment by
Landlord shall not constitute a waiver of any failure of Tenant thereafter
occurring to comply with any term, provision, condition or covenant of this
Lease; or (iii) Terminate Tenant's rights of possession (but not this Lease) and
enter upon and take possession of the Premises and expel or remove Tenant and
any other person who may be occupying the Premises or any portion thereof, by
entry (including the use of force if necessary), dispossessory suit or
otherwise, without thereby releasing Tenant from any liability hereunder,
without terminating this Lease and without being liable to prosecution of any
claim for damages therefor, and Landlord may, but shall be under no obligation
to do so, relet the Premises or portion thereof to the agent of Tenant and
receive the rent therefor, and Tenant shall pay Landlord any deficiency that may
arise by reason of such reletting on demand at the office of Landlord; or (iv)
As agent of Tenant, do whatever Tenant is obligated to do by the provisions of
this Lease and Landlord may enter the Premises, by force is necessary, without
being liable
10
to prosecution of any claims for damages therefor, in order to accomplish this
purpose on behalf of Tenant, and Tenant further agrees that Landlord shall not
be liable for any damages to Tenant for such action, unless caused by the
negligence of Landlord or otherwise; or (v) Dispossess the Tenant by Summary
Proceedings and receive all the rents and other charges up to the time of such
re-entry by dispossession and Landlord may relet the Premises or any part or
parts thereof, either in the name of Landlord or otherwise, but for the account
of Tenant, for a term which may, at Landlord's option, be less than or exceed
the period which would otherwise have constituted the balance of the Lease Term
and Tenant shall also pay Landlord, as liquidated damages for the failure of
Tenant to observe and perform said Tenant's covenants herein contained, for each
month of the period which would otherwise have constituted the balance of the
Lease Term, any deficiency between (i) the sum of one monthly installment of
rent and all charges that otherwise would have become due, and (ii) the net
amount if any, of the monthly rents collected on account of the Lease of the
Premises for the balance of the Lease Term.
c) Any reletting of the Premises by Landlord in Landlord's name or
Tenant's name shall not terminate this Lease, shall not release Tenant from any
liability hereunder, and may be for such a term, rent amount and other
conditions as Landlord deems desirable, without advertisement and by private
negotiations. Tenant shall reimburse Landlord for all Landlord's costs,
expenses and attorney's fees in connection with such reletting, including
without limitation, all commissions and advertising costs. No action taken by
or on behalf of Landlord shall be construed to be an acceptance of a surrender
of the Premises and no agreement to accept a surrender of the Premises shall be
valid unless in writing and executed by Landlord. In determining the amount of
loss or damage which Landlord may suffer by reason of termination of this Lease
or the deficiency arising by reason of any reletting of the Premises by Landlord
as provided above, allowance shall be made for expense of repossession and any
repairs or remodeling undertaken by Landlord following repossession and there
shall be added to the amount of rent due to Landlord as herein provided, all
costs and expenses incurred by Landlord in the enforcement of this Lease,
including, without limitation, the fees of Landlord's attorneys.
d) Notwithstanding anything herein to the contrary, no termination of
Tenant's right of possession of the Premises by dispossessory action or
otherwise shall release Tenant from the performance of Tenant obligations under
this Lease, including, without limitation, the timely payment of all rent
reserved hereunder for the balance of the Lease Term following such termination
of Tenant's right of possession.
36. ENTIRE AGREEMENT. This document contains the entire agreement between
the parties as to the subject matter hereof. No other document or agreement
shall be effective to change, modify or terminate this Lease, whether in whole
or in part, unless such agreement is in writing and signed by both Landlord and
Tenant hereto. Tenant agrees and acknowledges that Landlord has not made any
promises, representations or covenants which are not contained in this document.
11
37. ESTOPPEL LETTER. Tenant shall, upon request from Landlord at any
time, and from time to time execute, acknowledge and deliver to Landlord within
five (5) working days, a written statement certifying as follows:
(a) that this lease is unmodified and in full force and effect or if there
has been modification thereof, that the same is in full force and effect as
modified and stating the nature thereof; (b) that to the best of its knowledge
there are no uncured defaults on the part of Landlord (or if any such defaults
exist, the specific nature and extent thereof); (c) the date to which any rents
and other charges have been paid in advance, if any; and (d) such other matter
as Landlord may reasonably request.
38. SUBORDINATION AND ATTORNMENT. This Lease is expressly subject to the
lien of any holder of a first mortgage or a first priority deed to secure debt.
Tenant, upon the request of any holder of such mortgage or deed to secure debt,
or any person or entity succeeding to the interest of any such holder, agrees
that it will automatically become the Tenant of such holder or its successor in
interest, without change in the terms or other provisions of this Lease;
provided, however, that neither the holder nor any such successor in interest
shall be bound by (a) any payment of rental or additional rental for more than
one (1) month in advance, except prepayments in the nature of security for the
performance by said Tenant of its obligations under this Lease (and then only if
such prepayments have been deposited with and are under the control of the
holder); or (b) any amendment or modification of this Lease made without the
express written consent of the holder or said successor in interest. It is
further agreed that the rights of the parties under this Lease are expressly
subordinate to all the rights and title of any holder. The parties further
expressly recognize and agree that, notwithstanding any such subordination, the
holder of any prior mortgage or deed to secure debt may sell the Premises in the
manner provided under its loan documents, promissory notes, mortgage or deed to
secure debt, and thereby, at the option of the holder of such mortgage or deed
to secure debt, sell the same subject to this Lease.
39. FORCE MAJEURE. In the event of strike, labor trouble, civil
commotion, act of God, of any other cause (collectively hereinafter referred to
as "Force Majeure") outside and beyond Landlord's control, resulting in the
impairment of Landlord's ability to perform any obligation or provide any
service hereunder, this Lease shall not terminate, except at Landlord's
election, and Tenant obligation to pay annual rental, additional rental and all
other charges and sums due and payable by Tenant shall not be altered or
excused, and Landlord shall not be considered to be in default under this Lease
or liable in damages to Tenant in any manner.
40. PHONE SYSTEM INSTALLATION. Installation of any phone system is to be
totally at Tenant's expense. Coordination of dates, installation scheduling and
specific requirements must be initiated by the Tenant and/or the phone company
with the Landlord or Landlord's Managing Agent.
41. TENANT CORPORATION PARTNERSHIP OR INDIVIDUAL. If Tenant executes this
Lease as a corporation, each of the persons executing this Lease on behalf of
12
Tenant does hereby covenant, warrant and represent that Tenant is a duly
organized and validly existing corporation, that Tenant has and is qualified to
do business in Georgia, that the corporation has full right and authority to
enter this Lease, and that each and all persons signing on behalf of the
corporation are authorized to do so. Upon Landlord's request, Tenant shall
provide Landlord with evidence reasonably satisfactory to Landlord confirming
the foregoing covenants and warranties. If Tenant executes this Lease as a
partnership, Tenant does hereby covenant, warrant and represent that all the
persons who are general or managing partners in said partnership have executed
this Lease on behalf of Tenant, and that this Lease has been executed and
delivered pursuant to and in conformity with a valid and effective authorization
therefor, by all of the general or managing partners of such partnership, and is
and constitutes the valid and binding agreement of the partnership and each and
every partner therein in accordance with its terms. It is also agreed that each
and every present and future partner of Tenant shall remain, at all times,
jointly and severally liable hereunder, and that the death, resignation, or
withdrawal of any partner shall not release the liability of such partner under
the terms of this Lease unless and until Landlord consents in writing to such
release. If Tenant executes this Lease as an individual, Tenant does hereby
covenant, warrant and represent that its legal residence address is that as set
forth below its signature on this Lease.
42. TENANT'S ACCEPTANCE. Tenant acknowledges that it has been afforded an
opportunity to inspect the Premises and accepts the Premises "as is" and is
suited for Tenant's intended use thereof, subject only to the completion of
tenant improvements, if any, as described in this Lease. Upon completion of the
tenant improvements, if any, contemplated by this Lease, or occupancy of the
Premises by Tenant, whichever first occurs, Tenant shall be deemed to have
accepted any improvements made since the date hereof.
43. SPECIAL STIPULATIONS. The Special Stipulations, if any, attached
hereto and initialed by Landlord and Tenant are hereby incorporated herein and
made a part hereof. In the event the Special Stipulations conflict with any of
the foregoing provisions of this Lease, the Special Stipulations shall control.
13
IN WITNESS WHEREOF, the parties hereto have set their hands and seals
hereunder and have caused this Lease to be executed in their names and their
corporate seals to be affixed by their officers duly authorized thereunto, the
day and year set forth below.
TENANT:
Signed, sealed and delivered INTERNET ORGANIZING GROUP, INC., a Georgia
corporation
in the presence of:
/s/ Xxxx Xxxx By:/s/ Xxxxxx X. Xxxxxxxxx, Xx.
------------------------------ ----------------------------------------
Notary Public or Witness
Name:Xxxxxx X. Xxxxxxxxx, Xx.
---------------------------------
(Please Print)
Xxxx Xxxx
------------------------------
Name (Please Print) Title:President and CEO
--------------------------------
Date:6/24/96
---------------------------------
LANDLORD:
Signed, sealed and delivered THE XXXXXXX COMPANY
in the presence of:
/s/ Xxxxxx Xxxx By:/s/ Xxxx X. Xxxxxx
----------------------------------- -----------------------------------
Notary Public or Witness
Name:Xxxx X. Xxxxxx
---------------------------------
(Please Print)
Xxxxxx Xxxx
-----------------------------------
Name (Please Print) Title:President
--------------------------------
Date:6/24/96
---------------------------------
14
RULES AND REGULATIONS
Tenant shall observe the following Rules and Regulations (as amended, modified
or supplemented from time to time by Landlord as provided in this Lease):
1. Excepting microwave ovens, coffee pots and refrigerators, Tenant shall
not permit in the Premises any cooking nor the use of any apparatus for the
preparation of food or beverage, nor the use of any electrical apparatus likely
to cause an overload of electrical circuits. No article deemed extra hazardous
on account of fire and no explosive shall be brought into said Premises. No
offensive gases or liquids will be permitted.
2. The sidewalks, entries, passages, elevators and staircases shall not
be obstructed or used by Tenant, its agents, servants, contractor, invitees or
employees for any purpose other than ingress to and egress from the Premises.
Landlord reserves entire control of all parts of the Building (as defined in the
Lease) employed for the common benefit of the tenants including, without
restricting the generality of the foregoing, sidewalks, entries, corridors and
passages not within the Premises, washrooms, lavatories, air conditioning
closets, fan rooms, janitor's closets and other closets, stairs, flumes, stacks,
pipe shafts and ducts, and shall have the right to place such signs and
appliances therein as it may deem advisable, provided that ingress to and egress
from the Premises is not unduly impaired thereby.
3. Tenant, its agents, servants, contractors, invitees or employees,
shall not bring in or take out, position, construct, install or move any safe,
business machine or other heavy office equipment without first obtaining the
consent of the Landlord. In giving such consent, Landlord shall have the right,
in its sole discretion, to prescribe the weight permitted and the position
thereof, and the use and design of planks, skids or platforms to distribute the
weight thereof. All damages done to the Building by removing or using any such
heavy equipment or other office equipment or furniture must be repaired at the
expense of Tenant. The moving of all heavy equipment or other office equipment
or furniture shall occur at reasonable hours and the persons employed to move
the same in an out of the Building must be acceptable to Landlord. Safes and
other heavy office equipment will be moved through the halls and corridors only
upon steel bearing plates.
4. Tenant shall not rekey existing locks, place, nor cause to be placed,
any additional locks upon any doors of the Premises without the approval of
Landlord and subject to any conditions imposed by Landlord. Additional keys may
be obtained from Landlord at the cost of Tenant.
5. The water closet and other water apparatus shall not be used for any
purpose other than those for which they were constructed and no sweepings,
rubbish, rags, ashes or other substances shall be thrown therein. Any damages
resulting form misuses of such facilities by Tenant or Tenant's servants or
employees shall be borne by Tenant. Tenant shall not let the water run unless
it is in actual use.
6. Tenant shall not deface or xxxx any part of the Building or drive
nails, spikes, hooks or screws into the wall or woodwork of the Building, except
for installation of decorative items.
7. No one shall use the Premises for sleeping apartments or residential
purposes, or for the storage of personal effects or articles other than those
required for business purposes.
8. Canvassing, soliciting and pedalling in the Office Park is prohibited.
9. Any hand trucks, carryalls, or similar equipment used in the Building
shall be equipped with rubber tires, side guards and other safeguards as
Landlord shall require.
10. No animals or birds shall be brought into the Premises.
11. Tenant shall not install or permit the installation or use of any
machine dispensing goods for sale in the Premises or the Building without the
approval of Landlord or in contravention of any regulation fixed by Landlord.
12. Tenant shall, at the end of each business day, leave the Premises in a
reasonably tidy condition for the purpose of the performance of Landlord's
cleaning services as provided in this Lease.
13. "Normal business hours" shall mean the days Monday through Friday,
inclusive, except legal holiday, during the hours from 8:00 a.m. to 6:00 p.m.,
and Saturdays, except legal holidays, from 8:00 a.m. to 1:.00 p.m.
14. In the use of electricity, Tenant shall not exceed the capacity of
existing feeders, risers, electricity or wiring, which are designed to provide
lighting and current for small business machines only, using 110 volt, 20 AMI'
circuits. If any additional circuitry or wiring is required by Tenant, and
Landlord approves the installation of the same in writing, such work shall be
performed at Tenant's expense by Landlord's electrician or under Landlord's
control and supervision, and Tenant shall pay Landlord for such additional work
as billed. In the event the Tenant utilizes electric current or other utilities
in excess of the amount which would be typically utilized by normal business
office use in the Premises (excluding from the definition of such normal
business office use, computers and data processing equipment), then Landlord
shall have the right to charge Tenant as additional rent a reasonable sum as
reimbursement for the direct cost of such additional use or services. In the
event of a disagreement as to the reasonableness of the amount of such
additional rent, the opinion of a qualified or local
2
independent professional engineer selected by Landlord in good faith shall be
binding upon Landlord and Tenant.
15. Tenant shall have all curtains and window treatments approved by
Landlord before installing on the Premises.
3
LAKE RIDGE 000 XXXXXX XXXX - XXXXXXXX #00, XXXXX 000
INTERNET ORGANIZING GROUP, INC.
SPECIAL STIPULATIONS
--------------------
1. Landlord and Tenant agree that Tenant shall accept the Premises in an "as
is" condition per Exhibit "A" attached hereto, except for the renovations
shown and listed on Exhibit "A" which Landlord agrees to provide, at its
expense.
2. Tenant shall have the right, at its expense, to construct additional
improvements to the Premises. Landlord and Tenant agree that the
improvements to the Premises performed by Tenant shall be subject to the
prior written approval of Landlord and shall be inspected by Landlord upon
completion. In the event that Landlord determines that the completed work
does not meet Landlord's standards, then any corrections to the
improvements specified by Landlord shall be immediately remedied, at
Tenant's expense, and shall again be subject to Landlord's approval.
3. Landlord and Tenant agree that Landlord shall hold the 2,100 square feet of
office space on the Second Floor of Building (hereinafter referred to as
"Suite 200" and as outlined on Exhibit "B" attached hereto) off the market
and Tenant shall pay additional rent in the amount of Two Thousand Nine
Hundred Seventy-Five ($2,975.00) Dollars per month from September 1, 1996
through November 30, 1996.
4. Landlord and Tenant agree that until November 30, 1996, provided Tenant is
not in default hereof, Tenant shall have the right to expand into Suite
200. If Tenant exercises its right to lease such Suite 200, the monthly
rental shall be Three Thousand One Hundred Fifty and No/100 ($3,150.00)
Dollars, as adjusted by Paragraph 12 of the Lease. The term shall be
coterminous with this Lease. Tenant agrees to accept the Suite 200 is an
"as is" condition, except Landlord agrees to paint walls only to match
existing color, excluding base, door, windows, and trim and steam clean
existing carpet. In the event Tenant does not exercise its right to lease
such Suite 200 on or before November 15, 1996, the Tenant's right shall
terminate and be of no further force or effect.
5. Pursuant to Stipulation #4, Landlord agrees to grant Tenant the right of
first refusal to lease Suite 200. Upon Landlord presenting a lease
proposal for the Suite 200 to a third party tenant, Tenant shall have three
(3) business days within which to notify Landlord, in writing, of its
decision to lease or not to lease the Suite 200. In the event that a third
party tenant does not lease Suite 200, then this right of first refusal
shall be ongoing. If Tenant exercises said right of first refusal, then
Tenant agrees to execute an Amendment to this Lease for such Suite 200 upon
the same terms and conditions as set froth above for a minimum term of
three (3) years from the amendment date. Landlord
4
and Tenant agree that the initial Lease Term shall become co-terminus with
the term of the lease for the Suite 200. The monthly rent for the amended
Premises shall be increased by $3,150.00 for the period July 1, 1996
through June 30, 1997; by $3,276.00 for the period July 1, 1997 through
June 30, 1998; and by $3,407.04 for the period July 1, 1998 through June
30, 1999. The rent shall be adjusted annually pursuant to Paragraph 12 of
the Lease.
6. Landlord agrees to grant to Tenant, but not any assignee or sublessee, the
right to renew this Lease for one (1) two year period under the same terms
and conditions as set forth in this Lease, at the then current rental rate,
as adjusted by Paragraph 12 of this Lease; provided Tenant is not in
default at the time of Tenant's exercise of said right, and provided Tenant
has not previously had an Event of Default during the Term of this Lease.
Tenant shall give written notice to Landlord of Tenant's exercise of said
option on or before March 1, 1999 or said right to renew shall expire.
7. Landlord and Tenant agree that Tenant shall have the right to terminate
this Lease at midnight on December 31, 1997 by giving written notice to
Landlord of its intent to terminate on or before September 1, 1997 and by
paying, at the time of notice, a penalty in the amount of an amount equal
to eight (8) times the then current monthly rental; provided Tenant is not
in default under this Lease at the time of Tenant's exercise of said right.
If Tenant does not exercise this right to terminate, as specified above,
then this right shall become null and void and the Lease shall remain in
full force and effect.
8. Landlord and Tenant acknowledged that the monthly rent is inclusive of
$1.00 per square foot for estimated increased utility usage. In the event
the Tenant utilizes electric current or other utilities in excess of the
amount which has been estimated, then Landlord shall have the right to
charge Tenant as additional rent a reasonable sum as reimbursement for the
direct cost of such additional use or services. In the event of a
disagreement as o the reasonableness of the amount of such additional rent,
the opinion of a qualified or local independent professional engineer
selected by Landlord in good faith shall be binding upon landlord and
Tenant.
9. Landlord and Tenant agree that Tenant shall have access and use of the
Premises 24 hours per day, seven days per week, and 365 days per year.
10. Tenant agrees to observe and abide by the rules and regulations of the
Declaration of Condominium and By-Laws that establish and govern Xxxx Xxxxx
000 Xxxxxxxxxxx Xxxxxx Xxxx.
11. Tenant acknowledges that the principals of Landlord are licensed real
estate brokers, and are receiving a real estate commission in connection
with this transaction.
12. Landlord and Tenant agree that Landlord shall provide and install up to two
(2) high pressure sodium exterior lighting fixtures on the exterior of the
Building.
5
13. Landlord and Tenant agree that the landscaped areas immediately adjacent to
the Building will be maintain in a manner consistent with other comparable
office buildings in the North Central Atlanta office market.
14. Landlord and Tenant agree that Tenant may, at its expense, perform the work
explained in the Scope of Work Memorandum from Xx. Xxxxxxx Xxxxxx dated
June 6, 1996 attached hereto as Exhibit "C". It is further agreed that
Tenant shall not install any security devices to the exterior of the
Building other than those outlined in Stipulation #12.
6
STATE OF GEORGIA
COUNTY OF XXXXXX
FIRST AMENDMENT
---------------
THE FIRST AMENDMENT (hereinafter called the "Amendment") made and entered
into as of this 12th day of December, 1996 by and between THE XXXXXXX COMPANY
(hereinafter called the "Landlord") and INTERNET ORGANIZING GROUP, INC.
(hereinafter called the "Tenant");
W I T N E S S E T H:
-------------------
WHEREAS, Landlord and Tenant entered into a certain Lease Agreement dated
June 18, 1996 (hereinafter called the "Lease") for approximately, 2,100 square
feet on the Xxxxx Xxxxx xx Xxxxxxxx #00 (hereinafter called the "Premises") in
LAKE RIDGE 400 OFFICE PARK, and being further described as 7000 Peachtree
Dunwoody Road, Xxxxxxxx #00, Xxxxx 000, Xxxxxxx, Xxxxxx Xxxxxx, Xxxxxxx 00000;
and
WHEREAS, Landlord and Tenant desire to amend the Lease in order to make the
following modifications:
NOW, THEREFORE, it is hereby agreed that for and in consideration of the
additional terms and conditions set forth below, said Lease is hereby modified
and amended as follows:
1. Special Stipulation #3 is hereby amended by deleting the words and
numbers November 30, 1996 appearing in Line 5 and substituting the words and
numbers February 28, 1997 in lieu thereof.
2. Special Stipulation #4 is hereby amended by deleting the words and
numbers November 30, 1996 appearing in Line 1 and substituting the words and
numbers February 28, 1997 in lieu thereof, and by deleting the words and numbers
November 15, 1996 appearing in Line 8 thereof, and substituting the words and
numbers February 15, 1997 in lieu thereof.
It is mutually agreed that the above provisions shall be effective December
1, 1996.
Except as herein provided, all terms and conditions of the Lease shall
remain the same.
7
IN WITNESS WHEREOF, Landlord and Tenant have caused their duly authorized
representative to execute this Amendment under seal as of the dates set forth
below.
TENANT:
Signed, sealed and delivered INTERNET ORGANIZING GROUP,
in the presence of: INC.
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxxxxx, Xx.
----------------------------------- --------------------------------------
Witness
Xxxxxxx X. Xxxxxx Name:/s/ Xxxxxx X. Xxxxxxxxx, Xx.
----------------------------------- ---------------------------------
Name (Please Print) (Please Print)
Date: 12/30/96
LANDLORD:
Signed, sealed and delivered THE XXXXXXX COMPANY
in the presence of:
/s/ Xxxxxx Xxxx /s/ Xxxx X. Xxxxxx
----------------------------------- --------------------------------------
Witness Xxxx X. Xxxxxx
President
Xxxxxx Xxxx Name: 1/6/97
------------------------------ ---------------------------------
Name (Please Print) (Please Print)
Date:
8
