SECOND AMENDMENT TO OFFICE LEASE AGREEMENT DONELSON CORPORATE CENTRE

EXHIBIT 10.13

SECOND AMENDMENT TO OFFICE LEASE AGREEMENT

XXXXXXXX CORPORATE CENTRE

THIS SECOND AMENDMENT TO OFFICE LEASE AGREEMENT (this “Amendment”) is made of as June 29, 2005 by and among Xxxxxxxx Corporate Centre, L.P., a Tennessee limited partnership (“Landlord”), Automated License Systems, Inc., a Tennessee Corporation (“Tenant”) and Xxxxx X. Xxxxxx, in and Xxxxx X. Xxxxxx, (“Limited Guarantors”), under the following circumstances:

A. Landlord, Tenant and Guarantors have entered into that certain Office Lease Agreement dated as of September 24, 1999 (the “Lease”), whereby Landlord leases to Tenant approximately 20,439 rentable square feet of space (the “Premises”) on the third floor of Building Two, Xxxxxxxx Corporate Centre, 3055 Lebanon Road, Davidson County, Tennessee.

B. Landlord, Tenant and Guarantors have amended that certain Office Lease Agreement dated as of September 24, 1999 by entering into the First Amendment to Office Lease Agreement dated as of April 28th, 2005 (“the First Amendment”) whereby Landlord leases to tenant an additional 3,055 square feet of Net Rentable Area on the second floor of Building Two of Xxxxxxxx Corporate Centre known as the “Additional Premises” so that as of May 1, 2005 the total Net Rentable Area of the Premises and the Additional Premises is 23,494 square feet.

C. Landlord and Tenant wish to further amend the Lease in order to amend the size, location and configuration of the Premises and to modify certain other terms of the Lease as set forth herein.

D. Guarantor is willing to acknowledge and consent to this Amendment by joining in the execution hereof as hereinafter provided.

NOW THEREFORE, in consideration of the Premises and the agreements and covenants hereinafter set forth, Landlord, Tenant and Guarantor agree and acknowledge that the Lease is amended as follows:

1. Defined Terms. Any capitalized term not expressly defined in this Amendment shall have the definition for such term set forth in the Lease.

2. Premises.

(a) As of July 1, 2005 5,278 square feet of Net Rentable Area on the second floor of Building Two of Xxxxxxxx Corporate Centre as shown on Exhibit A attached hereto (the “Building Two Space”) shall be added to the Premises and shall be known as the “Additional Premises.” The “Additional Premises” includes the Net Rentable Area identified in Item B. above, and an additional 2,223 square feet of Net Rentable Area.

(b) As of July 1, 2005, the total Net Rentable Area of the Premises and the Additional Premises shall be 25,717 square feet.

3. Rent. Tenant shall pay Base Rental for the Additional Premises commencing on July 1, 2005 (the Additional Premises Commencement Date) and continuing for 23 consecutive calendar months terminating on May 31^st, 2007 at the rate of $16.25 per square foot of Net Rentable Area.

4. Term. Subject to and upon the terms and conditions set forth herein, or in any exhibit hereto, the term of this Lease as to the Additional Premises shall commence on July 1, 2005 and shall expire 23 consecutive months later on May 31, 2007.

4. Tenant-Improvements. Tenant accepts the Additional Premises “as is, where is”. There shall be no Tenant Improvement Allowance.

5. Cubicles in Additional Premises. Landlord owns ten (10) cubicles that are currently in the Additional Premises. If Tenant is unable to furnish Landlord with two (2) cubicles that are satisfactory to Landlord in its sole discretion, Landlord reserves the right to remove two (2) of those cubicles, leaving the remaining eight (8) cubicles intact and in usable condition, and will permit Tenant to use the remaining cubicles during the Term for the Additional Premises.

5. Continuing Effect: Conflict. (a) Except as amended hereby, the Lease shall remain in full force and effect, including without limitation, the provisions regarding expiration date of the initial term of the Lease and any rights that Tenant may have to extend the term thereof.

(b) In the event of a conflict between the terms of the Lease and the terms of this Amendment, the terms of this Amendment shall control.

6. Joinder of Guarantor. Guarantor joins in the execution of this Amendment in order to evidence its acknowledgement of and consent to the terms hereof and for no other purpose.

(Remainder of Page Intentionally Left Blank)

THIS AMENDMENT is signed and is effective as of the date first above written.

LANDLORD:
Xxxxxxxx Corporate Centre, L.P.
By:		JS Development, LLC, general partner
By:		/s/ Xxxxx Xxxxxxxx
		Xxxxx Xxxxxxxx
		Managing Member
TENANT:
Automated License Systems, Inc.
By:		/s/ Xxxxx X Xxxxxx III
		Xxxxx X. Xxxxxx, III, Chairman
LIMITED GUARANTORS:
/s/ Xxxxx X Xxxxxx III
		Xxxxx X. Xxxxxx, III
/s/ Xxxxx X. Xxxxxx
		Xxxxx X. Xxxxxx

Exhibit A

[Attach drawing of Building Two Space]

[DRAWING]