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The following is an excerpt from a 10-K405 SEC Filing, filed by ON SITE SOURCING INC on 4/2/2001.
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ON SITE SOURCING INC - 10-K405 - 20010402 - EXHIBIT_10

EXHIBIT 10.37

LEASE AGREEMENT

THIS LEASE is made as of the 27 day of April, 2000, between 18630 LAYTONSVILLE PARTNERSHIP, a Maryland partnership (hereinafter "Landlord"), and ON-SITE SOURCING, INC. (hereinafter "Tenant").

1. DEMISE OF PREMISES: In consideration of the rent hereinafter described and the covenants hereinafter contained, Landlord does hereby let and demise unto Tenant the premises, together with improvements thereon, the property known as 18630 Woodfield Road, Gaithersburg, Maryland, 20879, and more particularly described as follows: the front portion of that free standing warehouse building consisting of approximately Eighteen Thousand (18,000) square feet (comprised of 13,000 square feet of warehouse space and 5,000 square feet of office space) as outlined on the attached Exhibit "A" (the "Leased Premises") for a term of five
(5) years, commencing April 1, 2000 (the "Commencement Date") and expiring March 31, 2005.

If this term shall commence on a day other than the first day of a calendar month, rent shall be paid in advance at the rate hereinafter specified for the remaining portion of the month in which the term commenced. The Tenant will also pay, at the expiration or other termination of this Lease, a proportionate part of said rent for the part, if any, of a month then expired. If Landlord shall be unable to give possession of the Leased Premises on the date of the commencement of the term hereof because of repairs or improvements of the Leased Premises, or of the building of which the Leased Premises form a part, are not completed, or for any other reason, Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances, the rent covenanted to be paid therein shall not commence until the possession of Leased Premises is tendered by Landlord with certification to Tenant that same are ready for occupancy. Should tender of possession of the Leased Premises be later or earlier than the beginning date named above, then in that event, the beginning and ending dates of this Lease shall be adjusted, by letter from Landlord to Tenant, to conform to date of such tender of possession just as if the same had been originally named as the beginning date, and this Lease shall run for its full term from the date of such tender of possession, provided that no such failure to give possession on the date of commencement of the term shall in any other respect affect the validity of this Lease
[ILLEGIBLE] the obligations of Tenant hereunder.

2. MINIMUM RENT AND ESCALATIONS: The Tenant hereby covenants and agrees to pay or cause to be paid as Annual Rent to the Landlord during the initial year of the term hereof, the sum of One Hundred Fifty-Three Thousand Dollars ($153,000.00), payable in advance in consecutive monthly installments of Twelve Thousand Seven Hundred Fifty Dollars ($12,750.00) (the "Minimum Rent"). The rent shall be payable to and at the office of [ILLEGIBLE] 630 Laytonsville Partnership, 10901 Outpost Drive, Gaithersburg, Maryland, 20878, or at such other place or to such other person, firm or corporation as the Landlord may from time to time designate in writing. The first month's rent shall be payable in advance. Additional rent equal to five percent (5%) of the then current monthly rental shall be imposed upon all rents not paid by the tenth (10th) of the calendar month in which due. Tenant covenants, without any previous demand therefore and without deduction, set-off, recoupment, or counterclaim, to pay the Minimum Rent to Landlord at the address above at the times and the manner above provided.

Commencing on each anniversary of the Commencement Date of the Lease Term, the amount of Minimum Rent to be paid by the Tenant shall escalate at the rate of three percent (3%) per year. Accordingly, the amount of Minimum Rent to be paid during each year of the Lease Term shall be as follows:

Lease Year          Monthly Rent             Annual Minimum Rent
----------          ------------             -------------------

  1                 $12,750.00                   $153,000.00
  2                 $13,132.50                   $157,590.00
  3                 $13,526.48                   $162,317.70
  4                 $13,932.27                   $167,187.23
  5                 $14,350.23                   $172,202.84

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3. INCREASES IN TAXES AND LANDLORD'S INSURANCE COSTS: For purposes of this Lease, Taxes are defined as (i) all real estate taxes payable (adjusted after protest or litigation, if any) for any part of the term of this Lease, on the Property; (ii) any taxes which shall be levied in lieu of any such taxes or which shall be levied on the gross rentals of the Property; (iii) any special assessments against the Property which shall be required to be paid during the calendar year in respect to which taxes are being determined, and (iv) the expense of contesting the amount or validity of any such taxes, charges or assessments, such expense to be applicable to the period of the item contested.

For purposes of this Lease, Landlord's Insurance Costs are defined as the annual cost to the Landlord during the term of this Lease of carrying any commercial/general liability insurance, all-risk casualty and hazard insurance with replacement cost endorsements, and any other insurance policies on the Property directly related to the operation of 18630 Woodfield Road. This definition includes the Landlord's cost of carrying any fire and extended coverage policies, rental insurance policies or other policies, which Landlord may reasonably elect to carry.

In the event that the Landlord's Insurance Costs or Taxes increase over the amounts paid by the Landlord during the initial year of the Lease Term (the "Base Year"), Tenant shall pay to Landlord as Additional Rent on a monthly basis, an amount equal to Tenant's pro-rata share of the increased amount of such costs to the Landlord in the Base Year. The amount of Tenant's pro-rata share of such increases is agreed to be 64.3%, representing the Tenant's pro-rata share of the rentable space within the building in which the Leased Premises are located.

4. UTILITIES: Tenant shall, at his expense, place all electric, gas and other utility services in his name and maintain all permits necessary for its operation in and occupancy of the Leased Premises. Tenant shall pay directly the companies furnishing utilities consumed throughout the Term. In the event that Tenant fails to pay in a timely manner any sum required under this Paragraph, Landlord shall have the right, but not the obligation, to pay any such sum after ten (10) days written notice to Tenant. Any sum so paid by Landlord shall be deemed to be owing by Tenant to Landlord and due and payable as Additional Rent within five (5) days after demand. Tenant's obligations for the payment of the costs incurred for utilities which serve the Leased Premises prior to the termination of this Lease shall survive such termination. Notwithstanding the foregoing, within thirty (30) day of the execution of this Lease, the Landlord shall install [ILLEGIBLE] at its expense a submeter on the existing electrical meter to monitor the Tenant's pro-rata electrical usage; and for so long as the remainder of the space in the building is used primarily for industrial storage purposes, the Tenant shall pay the entire water and sewer bill for the building as "Additional Rent".

5. SECURITY DEPOSIT: Tenant has deposited with Landlord a Security Deposit of Twelve Thousand Seven Hundred Fifty Dollars ($12,750.00) as security for the performance by Tenant of its obligations under this Lease. If Tenant shall perform all such obligations, the Security Deposit shall be refunded to Tenant, with no interest, within thirty (30) days after termination of this Lease. If Tenant shall default in any obligation, Landlord shall be entitled to apply any or all of the Security Deposit toward Landlord's costs or damages, and Tenant shall, within ten (10) days' after notice thereof, deposit with Landlord an amount sufficient to restore the Security Deposit to its original amount, which amount shall constitute Additional Rent under the Lease.

6. USE - COMPLIANCE WITH LAWS AND INSURANCE: Tenant agrees to use the Leased Premises in a clean, safe, orderly, and sanitary manner. Tenant shall use the Leased Premises solely for warehouse and office uses and any related ancillary uses. Tenant shall not use the property for any other uses without the written consent of the Landlord, which consent will not be unreasonably withheld.

7. CONDITION OF PREMISES: The Tenant accepts the Leased Premises, including all structural aspects of the improvements thereon, in "as is, where is" condition. Notwithstanding the foregoing, the Leased Premises shall be delivered to the Tenant upon the Commencement Date of this Lease in broom clean condition with all systems in good working order, and the Landlord shall repair at its expense the hole in the pavement of the parking lot in the area in front of the loading dock on the side of the building within thirty (30) days of the execution of this Lease.

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8. PARKING: Thirty-five (35) free and unreserved parking spaces shall be available for the use of the Tenant and its invitees in the common areas of the Property, calculated at the ratio of 1.95 spaces per 1,000 square feet of the Leased Premises. Landlord reserves the right to reasonably regulate the parking areas and other common areas of the Property.

9. MAINTENANCE AND REPAIRS: (a) Leased Premises: Throughout the term and any extensions of this Lease, Tenant shall, at Tenant's sole cost and expense, keep the Leased Premises and improvements in good order and condition, and shall make or cause to be made all ordinary and necessary non-structural repairs, alterations and/or replacements thereto whether to the plumbing, heating, sprinkler and air conditioning systems, or any other element of improvements. All such repairs, alterations and replacements shall be equal or superior in quality to the original work. Tenant shall not overload the electrical wiring servicing the building and will install under Landlord's supervision any additional electrical wiring, which may be required during the term of this Lease. Except as expressly set forth in Paragraph 10 of this Lease, Landlord shall have no responsibility whatsoever in respect of maintenance or repair, it being intended that Tenant shall have full responsibility for the Leased Premises. Tenant will hold Landlord harmless with respect to any liability in respect of such maintenance or repair. In the event the Landlord makes repairs which the Tenant fails to make (and after fifteen (15) days' written notice to Tenant), all funds advanced by the Landlord shall bear interest at fifteen percent (15%) per annum and shall be paid to Landlord by Tenant within ten (10) days after request. Said reimbursement by the Tenant shall be considered as Additional Rent due the Landlord in accordance with this Lease. Tenant shall be charged with the protection of its own property, and in no event shall Landlord be liable for any damage to such property by reason of fire, other casualty, the elements, leakage of water, steam, or the acts or neglect of any other tenant in the building. Tenant shall be responsible for its own waste disposal, janitorial services and the like.

(b) Common Area Maintenance: Except as otherwise provided for herein, Tenant shall be responsible for all common area maintenance and upkeep of the entire Property. The common area responsibilities of the Tenant shall include landscape maintenance, grass cutting and snow removal. Tenant agrees to maintain the common areas of the Property in good order and in a clean and orderly condition.

10. REPAIRS BY LANDLORD: Landlord shall make all structural repairs, including but not limited to structural columns and floors (excluding floor coverings such as carpet and floor tile) of the building, the roof of the building, and the exterior walls of the building (excluding glass within the building) provided Tenant gives Landlord written notice specifying the need for and nature of such repairs; provided, however, if Landlord is required to make any repairs to such portions of the Leased Premises by reason, in whole or in part, of the negligent act or failure to act by Tenant or Tenant's contractors or subcontractors or its or their agents or employees or by reason of any unusual use of the Leased Premises by Tenant (whether or not such use is a permitted use hereunder), Landlord may collect the reasonable cost of such repairs, as Additional Rent upon demand.

Landlord shall use reasonable care not to unduly interfere with Tenant's business during any period of repairs to the premises. Notwithstanding the foregoing, Landlord shall have no liability to Tenant by reason of any inconvenience, annoyance, interruption, or injury to business arising from the making of any repairs or changes that Landlord is required or permitted by this Lease to make or required by law to make in or to any portion of the Leased Premises.

11. FORCE MAJEURE: This Lease and the obligation of Tenant to pay Rent hereunder and perform all of the other covenants and agreements hereunder on the part of Tenant to be performed shall not be affected, impaired, or excused because Landlord is unable to fulfill any of its obligations under this Lease or is unable to supply, or is delayed in supplying, any service to be supplied by it under the terms of this Lease or is unable to make, or is delayed in making, any repairs, additions, alterations, or decorations or is unable to supply, or is delayed in supplying, any equipment or fixtures, if Landlord is prevented or delayed or otherwise hindered from doing so by reason of any outside cause whatsoever, including, without limitation, acts of God; fire; earthquake; flood; explosion; action of the elements; declared or undeclared war; riots; civil disturbances; inability to procure or a general shortage of labor, equipment, energy, materials, or supplies in the open market; breakage or accident to machinery; partial or entire failure of utilities; failure of

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transportation; strikes; lockouts; action of labor unions; condemnation; injunction; court order or decree; governmental preemption; any rule, order, or regulation of any department or subdivision of any government agency; or the conditions of supply and demand that have been or are affected by war or other emergency. Similarly, Landlord shall not be liable for any interference with any services supplied to Tenant by others. Nothing contained in this Paragraph shall be deemed to impose any obligation on Landlord not expressly imposed by other provisions of this Lease.

12. SURRENDER OF PREMISES: At the expiration or earlier termination of the Term of this Lease, Tenant shall peaceably surrender the Leased Premises in broom clean condition and good order and repair and otherwise in the same condition as the Leased Premises was upon the commencement of this Lease, except for ordinary wear and tear. If during the term of this Lease the Tenant desires to make any improvements or alterations to the Leased Premises (and as a condition precedent to Tenant's right to undertake such construction or alteration) the parties shall execute at that time a written memorandum specifying whether such improvements or alterations are to remain, or whether they are to be removed at Tenant's expense. With regard to any Tenant improvements or alterations for which the Tenant has failed to secure a signed memorandum as set forth above, Landlord shall have the option: to direct that said improvements shall remain as a part of the Leased Premises; or to direct the Tenant remove said improvements at its expense upon the termination of the Lease. Tenant's obligation to observe and perform the covenants set forth in this Paragraph shall survive the expiration or earlier termination of this Lease.

13. ALTERATIONS: Tenant further covenants that it will not make any alterations, additions, or changes of any kind to the Leased Premises, without first securing the written consent of Landlord, after submission of the plans therefor to Landlord. Landlord's consent to any requested alteration shall not be unreasonably withheld, conditioned or delayed. Any alterations, additions, or changes as Landlord shall permit in writing shall be made at Tenant's expense. Any such alterations, additions, or changes will, at the expiration of the Term, or the sooner termination thereof, become the property of Landlord; or, at Landlord's option, the Leased Premises shall be restored to its former condition at the expense of Tenant, provided, however, that Tenant shall have the right, so long as Tenant is not in default, to remove any trade fixtures or other fixtures installed by Tenant; provided further that Tenant shall be responsible for repair of any damages [ILLEGIBLE] the freehold occasioned by the removal thereof.

Tenant will, in making any alterations, additions, changes, or repairs, as well as in its use of the Leased Premises, fully comply at its expense with all federal and state laws, including the American with Disabilities Act, city or county ordinances, and regulations of all public authorities, as well as the requirements of the Association of Fire Underwriters, or similar governing insurance body, all at Tenant's expense. As a condition for approval of any alterations to be made by Tenant, Landlord may require Tenant to obtain: (a) policies of workers compensation, liability and property damage insurance naming Landlord as an additional insured; and (b) such assurance of Tenant's ability to complete and pay for such alterations as Landlord may reasonably require. Tenant covenants, at its own expense, promptly to comply with and do all things required by any notice served upon it or upon Landlord in relation to the Leased Premises or any part thereof from any public authority, if the same shall be caused by Tenant's use of the Leased Premises, or any alteration, addition, or change thereof. Tenant will indemnify and hold harmless the Landlord from any cost of compliance with such laws and regulations, including costs and attorney fees in connection with any enforcement or related action brought by any governmental jurisdiction. Tenant covenants that no liens shall attach to the Leased Premises by virtue of any alterations, additions, or changes made by Tenant, and that if any such lien is filed, Tenant will cause the same to be removed within thirty (30) days by either court action or bonding off such claim.

Landlord may, at its option, discharge any such mechanics' lien not discharged by Tenant within such thirty-day period, and Tenant, upon demand, shall reimburse Landlord for any such expense incurred by Landlord including Landlord's attorneys fees. Any monies expended by Landlord shall be deemed Additional Rent, collectible as such by Landlord. Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and no mechanics' or other lien for labor or materials shall attach to or affect the reversionary or other estate or interest of Landlord in and to the Leased Premises or the building.

14. FIXTURES, ETC.: The Tenant covenants, at the expiration or other termination of this Lease, to remove all goods and effects from the Leased Premises and all keys, locks and other fixtures connected therewith (except trade fixtures and other fixtures belonging to Landlord),

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and to leave the Leased Premises in good repair, order and condition in all respects, reasonable wear and use thereof and damage by fire or other casualty and damage from any risk with respect to which Tenant is not herein expressly made liable excepted.

15. SIGNS, ETC.: Tenant covenants that it will not place or permit any new signs, lights, awnings, or poles in or about the Leased Premises without the written permission of Landlord, which permission shall not be unreasonably withheld, delayed or denied. Tenant further covenants that it will not paint or make any change in or on the exterior of the Leased Premises without the permission of Landlord in writing. Tenant agrees that it will do nothing on the exterior of the Leased Premises to change the architecture, paint, or appearance of the Leased Premises or the building without the written consent of Landlord. Landlord's consent to the matters referenced in this Paragraph shall not be unreasonably withheld conditioned or delayed.

16. SUBLETTING OR ASSIGNMENT: Tenant covenants that it will not sublet or assign the Leased Premises, or any part thereof, by operation of law or otherwise, or permit the same to be used by any person or entity other than Tenant or employees of Tenant without the prior written consent of Landlord, which consent will not be unreasonably withheld, delayed or denied. Any lawful levy or sale on execution or other legal process, and also any assignment or sale in bankruptcy, or insolvency, or under any compulsory procedure, or the appointment of a receiver by a state of federal court, shall be deemed an assignment within the meaning of this Lease. In the event that Landlord does consent to any such subletting, assignment, or use, Tenant hereunder shall remain liable for the performance of all the covenants and conditions of this Lease. Consent by Landlord to any subletting, assignment, or use shall apply to only the specific request and shall be required for any further subletting, assignment, or use.

17. INDEMNITY AND INSURANCE OF TENANT: Tenant shall indemnify and hold harmless Landlord and its contractors and subcontractors and its or their present and future controlling persons, directors, officers, employees, and agents from and against any and all claims for damages whatsoever (except for Landlord's negligence or willful misconduct) including personal injuries and the costs of defending against any claim (including reasonable attorneys' fees) arising in any manner or under any circumstances through the exercise by Tenant of any right granted or conferred hereby, whether such damage be sustained by Tenant or its contractors, agents, employees, invitees, or others.

Tenant further agrees to maintain: (a) a commercial general liability with an insurance with an insurance company acceptable to Landlord to protect Landlord with combined single limits of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate. Such liability insurance shall list the Landlord as an additional insured and shall so include broad form endorsement coverage, including personal injury coverage, fire damage, liability and contractual liability coverage. Such policy shall: cover the entire Leased Premises and any common area, sidewalk, streets, and parking areas part of or adjoining the property; shall be issued in form satisfactory to Landlord; shall provide for at least thirty (30) days' notice to Landlord before cancellation; and shall be delivered to Landlord upon the commencement of this tenancy.

(b) Property Insurance on an "All Risk" Replacement Cost basis, covering Tenant's personal property, furniture, equipment, stock, inventory, trade fixtures, signs, and improvements and betterments. Such insurance shall be in an amount equal to the full replacement cost of Tenant's property as may be reasonably approved by Landlord.

(c) Worker's Compensation Insurance as required by Maryland law with policy limits as may be reasonably required by Landlord or its insurer.

All insurance to be furnished by Tenant under this Paragraph shall be written by a company or companies reasonably approved by Landlord and in form approved by Landlord by policies which shall name as insured Landlord, Tenant and any fee or leasehold mortgagees, as their interests may appear. The policies shall include a mortgagee clause in standard form if there be mortgage or mortgages secured against the Leased Premises and shall provide that the loss, if any, shall be payable as set forth in this Lease. On or before the commencement date, Tenant will deposit with Landlord copies of policies of insurance required by the provisions of this Paragraph, together with satisfactory evidence of the payment of the required premium or premiums thereof. Failure to deposit such policies shall not relieve Tenant of its obligation to obtain and keep in force insurance coverage required by this Lease. If Tenant shall not comply with its covenants made in

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this Paragraph, Landlord, in addition to Landlord's other remedies hereunder, may (but shall not be obligated to) cause insurance as aforesaid to be issued, and in such event Tenant agrees to pay the premium for such insurance as Additional Rent promptly upon Landlord's demand.

18. TOTAL OR PARTIAL DESTRUCTION OF BUILDING: If the building is damaged by fire or other casualty but is not thereby rendered untenantable in whole or in part, Landlord, at its own expense, subject to the limitations set forth in this Lease, shall cause such damage to be repaired, and the Annual Rent and Additional Rent shall not be abated. If by reason of any damage or destruction to the building, the building shall be rendered untenantable in whole or in part: (i) Landlord, at its option, at its own expense, subject to the limitations set forth in this Lease, may cause the damage to be repaired, and the Annual Rent and Additional Rent shall be abated to the extent of such untenantability as determined in the reasonable discretion of the Landlord or
(ii) Landlord shall have the right, to be exercised by notice in writing delivered to Tenant within forty-five (45) days from and after the occurrence of such damage or destruction, to terminate this Lease, and the annual Rent and Additional Rent shall be adjusted as of such date of termination. In no event shall Landlord be obligated to expend for any repairs or reconstruction pursuant to this Paragraph an amount in excess of the insurance proceeds, if any, recovered by it and allocable to the damage to the building after deducting therefrom Landlord's reasonable expenses in obtaining such proceeds and any amounts required to be paid to Landlord's mortgagee.

Notwithstanding anything set forth herein to the contrary, Tenant shall be responsible for all repairs and replacements of damage and/or destruction of the building necessitated by burglary or attempted burglary, or any other illegal or forcible entry into the building.

Tenant covenants that it will give written notice to Landlord of any accident or damage, whether such accident or damage is caused by insured or uninsured casualty, occurring in, on, or about the building within one (1) business day after Tenant has or should have had knowledge of the occurrence of such accident or damage.

Notwithstanding anything to the contrary in this Lease, any different procedure for the restoration of the Leased Premises which may be required by any mortgagee shall take precedence over, and be in lieu of, any contrary procedure provided for in this Lease.

19. QUIET ENJOYMENT: Provided Tenant is not in default hereunder, Landlord agrees to permit Tenant quiet enjoyment of the Leased Premises during the term of this Lease.

20. ESTOPPEL CERTIFICATE: At any time, and from time to time, upon the written request of Landlord or any mortgagee, Tenant, within ten (10) days of the date of such written request, agrees to execute and deliver to Landlord and/or such Mortgagee, without charge and in a form satisfactory to Landlord and/or such mortgagee, a written statement: (a) ratifying this Lease; (b) confirming the commencement and expiration dates of the term of this Lease; (c) certifying that Tenant is in occupancy of the Leased Premises and that the Lease is in full force and effect and has not been modified, assigned, subleased, supplemented, or amended except by such writings as shall be stated; (d) certifying that all conditions and agreements under this Lease to be satisfied or performed by Landlord have been satisfied and performed except as shall be stated; (e) certifying that Landlord is not in default under the Lease and there are no defenses, set-offs, recoupments, or counterclaims against the enforcement of this Lease by Landlord, or stating the defaults, defenses, set-offs, recoupments and/or counterclaims claimed by Tenant; (f) reciting the amount of advance Rent, if any, paid by Tenant and the date to which such Rent has been paid; (g) reciting the amount of the Security Deposit held by Landlord, if any; and (h) containing any other information that Landlord or the mortgagee shall require. Time is of the essence.

The failure of Tenant to execute, acknowledge, and deliver to Landlord and/or any mortgagee a statement in accordance with the provisions of this Paragraph within the period set forth herein shall constitute an acknowledgment by Tenant that may be relied upon by any person holding or intending to acquire any interest whatsoever in the Leased Premises or the building, that this Lease has not been assigned, amended, changed, or modified, is in full force and effect, and that the Annual Rent and Additional Rent have been duly and fully paid not beyond the respective due dates immediately preceding the date of the request for such statement. Such failure shall also constitute as to any persons entitled to rely on such statements a waiver of any defaults by Landlord or defenses, set-offs, recoupments, or counterclaims against the enforcement of this Lease by Landlord which may exist prior to the date of the written request.

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21. SUBORDINATION AND ATTORNMENT: (a) Tenant agrees, at Landlord's discretion: (i) that, except as hereinafter provided, this Lease is, and all of Tenant's rights hereunder are and shall always be, subject and subordinate to any mortgage now existing or hereafter given by Landlord and to all advances made or to be made thereunder and to the interest thereon, and all renewals, replacements, modifications, consolidations, or extensions thereof, and (ii) that if any Landlord's mortgagee or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such mortgage shall at its sole option so request, Tenant will attorn to, and recognize such mortgagee or purchaser, as the case may be, as landlord under this Lease for the balance then remaining of the Term of this Lease, subject to all terms of this Lease; and (iii) that the aforesaid provisions shall be self-operative, and no further instrument or document shall be necessary unless required by any such mortgagee or purchaser.

(b) Notwithstanding anything to the contrary set forth above, any Landlord's mortgagee may at any time subordinate its mortgage to this Lease, without Tenant's consent, by execution of a written document subordinating such mortgage to this Lease to the extent set forth therein, and thereupon this Lease shall be deemed prior to such mortgage to the extent set forth in such written document without regard to their respective dates of execution, delivery and/or recording. In that event, to the extent set forth in such written document, such mortgagee shall have the same rights with respect to this Lease as though this Lease had been executed and this Lease or memorandum thereof recorded prior to the execution, delivery, and recording of the mortgage. Should Landlord or any mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant, upon written request, and from time to time, will execute and deliver without charge and in form satisfactory to Landlord, the mortgagee, or the purchaser all instruments and/or documents that may be requested to acknowledge such subordination and/or agreement to attorn, in recordable form, within ten (10) days of such request.

(c) Tenant agrees that no Landlord's mortgagee, Landlord's mortgagee-in-possession, or purchaser shall be bound by any payment of Rent made more than thirty (30) days prior to its due date, and any such sum shall be due and payable on the due date. Tenant further agrees that no Landlord's mortgagee, Landlord's mortgagee-in-possession, or purchaser shall be responsible for the Security Deposit or other similar funds in respect of this Lease not actually paid to it.

(d) In the event Tenant fails to execute and deliver the instruments and documents as provided for in this Paragraph within the time period set forth herein, Tenant does hereby [ILLEGIBLE]ake, constitute, and appoint Landlord or such mortgagee or purchaser, as the case may be, as Tenant's attorney-in-fact and in its name, place, and stead to do so. The aforesaid power of attorney is given as security coupled with an interest and is irrevocable.

22. INSPECTION OF PREMISES: Tenant agrees that Landlord shall have the right to inspect the Leased Premises at all reasonable times during business hours, and to place upon the Leased Premises or building, where Landlord shall choose, for and during the period of six (6) months prior to the termination of this Lease, "for sale" or "for rent" notices or signs. Except in cases of emergency, the Landlord shall give the Tenant reasonable advance notice of any inspection of the Leased Premises.

23. PERSONAL PROPERTY: Landlord shall not be liable for any damage to any property or person, at any time in the Leased Premises, from steam, gases, or electricity, or from water, rain, or snow, whether they may leak into, issue or flow from, any part of said building, or from the pipes, or heating or air conditioning apparatus of the same, or from any other place. Tenant shall give Landlord prompt notice of any accident to, or defect in, the pipes, heating or air conditioning apparatus, or electric wires or system.

24. LIABILITY: Landlord assumes no liability or responsibility whatever with respect to the conduct and operation of the business to be conducted in or on the Leased Premises, nor for any loss or damage of whatsoever kind or by whomsoever caused, to personal property, documents, records, monies, or goods of Tenant or to anyone in or about the Leased Premises, unless caused exclusively by acts of negligence on the part of Landlord, its agents or servants. Tenant agrees to hold Landlord harmless against all such claims.

25. BANKRUPTCY: If at any time during the term hereby demised, a petition shall be filed, either by or against Tenant, in any court or pursuant to any federal, state or municipal

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statute whether in bankruptcy, insolvency, for the appointment of a receiver of Tenant's property or because of any general assignment made by Tenant of Tenant's property for the benefit of Tenant's creditors, then immediately upon such occurrence, and without any entry or other act by Landlord, this Lease, at Landlord's option, shall cease and come to an end with the same force and effect as if the date of said occurrence were the date herein fixed for the expiration of the term of this Lease. It is further stipulated and agreed that, in the event of termination of the term of this Lease by said occurrence, Landlord shall forthwith, upon such termination, and any other provisions of this Lease to the contrary notwithstanding, become entitled to recover as and for liquidated damages caused by such breach of the provisions of this Lease an amount equal to the difference between the then cash value of the rent reserved hereunder for the unexpired portion of the term and the then cash rental value of Leased Premises for such unexpired portion of term hereby demised, unless the statute which governs or shall govern the proceeding in which such damages are to be proved limits or shall limit the amount of such claim capable of being so proved, in which case Landlord shall be entitled or prove as and for liquidated damages an amount equal to that allowed by or under any such statute. The provisions of this Paragraph shall be without prejudice to Landlord's right to prove in full damage for rent accrued prior to termination of this lease, but not paid. This provision of this Lease shall be without prejudice to any rights given Landlord by any pertinent statute to prove further, any amounts allowed thereby.

In making any such computation, the then cash rental value of the Leased Premises shall be deemed prima facie to be the rent realized upon any reletting, if such reletting can be accomplished by Landlord within a reasonable time after such termination of this Lease, and then present cash value of the future rents hereunder reserved to Landlord for the unexpired portion of the term hereby demised shall be deemed to be such sum, if invested at twelve percent (12%) simple interest, as will produce the future rent over the period of time in question.

26. CONDEMNATION: If the whole or any part of the Leased Premises shall be taken under the power of eminent domain, or shall be sold by Landlord under threat of condemnation proceedings, then this Lease shall terminate as to the part so taken or sold on the day when Tenant is required to yield possession thereof, and Landlord shall make such repairs and alterations as may be necessary in order to restore the part not taken or sold to useful condition, and the Annual Rent hereinbefore specified shall be reduced proportionately as to the portion of the Leased Premises so taken or sold. If the amount of the Leased Premises so taken or sold is such as to impair substantially the usefulness of the Leased Premises for the purposes for which the time is hereby leased, as determined by Landlord, then Tenant shall have the option to terminate this Lease as of the date when Tenant is required to yield possession. In any and all events, Tenant shall have no claim against Landlord for the value of any unexpired term of the Lease and all compensation awarded or paid for any such taking or sale of the fee and the leasehold, or any part thereof shall belong to and be the property of Landlord.

27. DEFAULT OF TENANT - REMEDIES OF LANDLORD: If Tenant shall fail to pay the Rent or any Additional Rent at the time the same shall become due, or if Tenant shall violate or fail or neglect to keep and perform any of the covenants, conditions and agreements herein contained on the part of Tenant to be kept and performed; or if the Leased Premises shall become vacant or deserted, then, and on each and every such event from thenceforth, and at all times thereafter, at the option of Landlord, Tenant's right of possession shall thereupon cease and Landlord shall be entitled to possession of Leased Premises and to reenter the same without demand of rent or demand of possession of said premises and may forthwith proceed to recover possession of the Leased Premises by process of law, any notice to quit, or of intention to reenter, the same being hereby expressly waived by Tenant. In the event of such reentry by process of law or otherwise, Landlord shall be entitled to recover damages from Tenant in an amount equal to the amount herein covenanted to be paid as Minimum Rent during the remainder of the term, said Minimum Rent for the full term then remaining having been fully accelerated at the option of Landlord, together with
(i) all expenses of any proceedings (including, but not limited to, reasonable legal expenses and attorney's fees) which may be necessary in order for Landlord to recover possession of the Leased Premises, and (ii) the expenses of the re-renting of the Leased Premises (including, but not limited to, any commissions paid to any real estate agent, and such advertising and decoration costs as Landlord, in its sole judgment, considers advisable and necessary for the purpose of re-renting the Leased Premises); provided, however, that there shall be credited against the amount of such damages all amounts received by Landlord from such re-renting of the Leased Premises and such amounts shall be refunded to Tenant. Landlord shall use commercially reasonable efforts to mitigate its damages in the event of a default by Tenant.

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Notwithstanding the foregoing (except as to Landlord's duty to mitigate), Landlord shall in no event be liable in any way whatsoever for failure to re-rent the Leased Premises or, in the event that the Leased Premises are re-rented, for failure to collect the rent thereof under such re-renting. No act of Landlord shall be deemed to be an acceptance of a surrender of the Leased Premises, unless Landlord shall execute a written agreement of surrender with Tenant. Tenant's liability hereunder shall not be terminated by the execution of a new lease of the Leased Premises by Landlord. In the event Landlord does not exercise its option to accelerate the payment of Minimum Rent as provided hereinabove, then Tenant agrees to pay to Landlord, upon demand, the amount of damages herein provided, however, that any expenses incurred by Landlord shall be deemed to be a part of the damages for the month in which they were incurred. Separate actions may be maintained each month or at other times by Landlord against Tenant to recover the damages then due, without waiting until the end of the term of this Lease to determine the aggregate amount of such damages.

No provision of this Lease shall be deemed to have been waived by Landlord unless such waiver shall be in writing signed by Landlord. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly installments of rent herein stipulated shall be deemed to be other than on account of the earliest stipulated rent nor shall any endorsement or statement of any check of any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such rent or it rights to pursue any other remedy.

Notwithstanding the foregoing, the Tenant shall be entitled to a period of five (5) days after written notice in which to cure any matters of monetary default. For matters of non-monetary default, the Tenant shall have fifteen (15) days after written notice in which to cure any default, provided Tenant employs diligent and good faith efforts to cure such default. Time is of the essence.

28. TENANT HOLDING OVER: In the event Tenant shall not immediately surrender the Leased Premises on the day after the end of the term hereby created, the Tenant shall, by virtue of this agreement, become a tenant by the month at one hundred fifty percent (150%) the rent per month of the monthly installment of rent agreed by the Tenant to be paid as aforesaid, with said monthly tenancy commencing with the first day of the month after the end of the term above demised; and said Tenant as a monthly tenant shall be subject to all conditions and covenants of this Lease as though the same had originally been a monthly tenancy; and Tenant shall give to Landlord at least thirty (30) days' written notice to quit said premises, except in the event of nonpayment of rent in advance or of breach of any other covenant by Tenant, in which event Tenant shall not be entitled to any notice to quit, the usual thirty (30) days' notice to quit being hereby expressly waived; provided, however, that in the event Tenant shall hold over after the expiration of the term hereby created, and if Landlord shall desire to regain possession of the Leased Premises promptly at expiration of the term aforesaid, then at any time prior to Landlord's acceptance of rent from Tenant as a monthly tenant hereunder, Landlord, at its option, may forthwith reenter and take possession of the Leased Premises without process, or by any legal process in force in the state, city or county in which the Leased Premises is located.

29. ENVIRONMENTAL PROVISIONS: Tenant and Tenant's employees and agents shall not dispose of any oil, petroleum or chemical liquids or solids, liquid or gaseous products or any hazardous waste or hazardous substance including, without limitation, asbestos (hereinafter collectively referred to as "hazardous waste") as those terms are used in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, or in any other federal, state or local law governing hazardous substances, as such laws may be amended from time to time (hereinafter collectively referred to as the "Act") at, upon, under or within the Leased Premises or into the plumbing or sewer or water system serving the Premises. Tenant shall comply in all respects with the requirements of the Act and related regulations, and shall notify Landlord immediately in the event of its discovery of any hazardous waste at, upon, under or within the Leased Premises. Tenant shall indemnify Landlord against all costs, expenses, liabilities, losses, damages, injunctions, suits, fines, penalties, claims, and demands, including reasonable attorneys' fees, arising out of any violation of or default in the covenants of this Paragraph. The provisions of this Paragraph shall survive the expiration of the Lease term.

Tenant covenants that it will not do, nor permit to be done, nor keep nor permit to be kept upon the Leased Premises, anything which will (i) contravene the policy or policies of insurance against loss by fire or other causes, or
(ii) increase the rate of fire or other insurance on the building

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beyond the current rate. Should any act of Tenant so increase that rate, then, in addition to the rent hereinabove provided for, Tenant shall be liable for such additional premium, which shall be payable when billed, as "Additional Rent," collectible in the same manner as the Annual Rent. Tenant covenants that under no circumstances will it keep or permit to be kept, do or permit to be done, in or about the Leased Premises, anything of character so hazardous as to render it difficult, impracticable, or impossible to secure such insurance in companies acceptable to Landlord. Tenant further covenants, immediately upon notice, to remove from the Leased Premises and/or to desist from any practice deemed by the insurance companies or the Association of Fire Underwriters as so affecting the insurance risk.

For purposes of the disposal of any expressly permitted hazardous materials, Tenant shall only use those appropriately licensed and bonded disposal contractors reasonably approved by the Landlord. No less than annually, Tenant shall provide the Landlord with a list of such contractors for approval, and the Landlord and its agents shall have the right to make periodic inspections of the Leased Premises, upon reasonable advance notice, to ensure Tenant's compliance with the aforementioned provisions.

30. WAIVER OF JURY: The Tenant and Landlord waive any and all right to a trial by jury of any issues, rights, obligations or other matters arising under this Lease or their landlord/tenant relationship.

31. Any waiver of any covenant or condition of this Lease by either the Landlord or Tenant shall extend to the particular case only, and only in the manner specified, and shall not be construed as applying to or in any way waiving any further or other rights hereunder. The exercise of any of the options aforesaid shall not be construed as a waiver of Landlord's right to recover actual damages for any beach in an action at law, or to restrain any beach or threatened breach in equity or otherwise. Acceptance of rent with knowledge of default shall not be a waiver of that default, and acceptance of partial payment shall not be deemed acceptance of the full amount owed nor prejudice Landlord's right to recover the balance owed or to pursue any remedy
[ILLEGIBLE]lable to it.

32. NOTICES: Any notice required or permitted by this Lease to be given
[ILLEGIBLE] either party to the other may be either personally delivered, or delivered by national overnight courier, or sent by telecopier or certified mail, properly addressed and prepaid, to the addresses of the parties herein given, unless another address shall have been substituted for such address by notice in writing. Notices shall be deemed given the first business day following the date of so depositing or the date of personal delivery or the date of telecopying, provided that any notice sent by telecopier shall be promptly sent by first class mail as well.

33. AGENCY: Tenant represents and warrants to Landlord that Tenant has not dealt with any realtor, broker, agent or finder in connection with this Lease other than McShea & Company, Inc. ("Landlord's Agent"). Tenant shall indemnify and hold Landlord harmless from and against any loss, claim, damage, expense or liability for any compensation, commission or charges claimed by any other realtor, broker agent or finder claiming to have dealt with Tenant in connection with this Lease. McShea & Company shall be compensated by Landlord under the terms of a separate agreement.

34. OCCUPANCY PERMIT: Tenant shall, at its expense, secure and maintain all permits necessary for its operation in and occupancy of the Leased Premises. Landlord will join in the execution of any appropriate documents for the issuance of such permits if required by applicable law, and will cooperate and reasonably assist the Tenant with its remodeling permits. Landlord warrants that it has not received, nor is it aware of, any pending or outstanding notices of violations issued by any other governmental entity.

35. TRANSFER OF LANDLORD'S INTEREST: In the event of the sale or other transfer of Landlord's interest in the Leased Premises, (i) Landlord shall thereupon and without further act by either party hereto be released and discharged of all covenants and obligations of Landlord hereunder thereafter accruing, and (ii) not shall be deemed and construed conclusively, without further agreement between the parties that the purchaser or other transferee or assignee has assumed and agreed to perform the obligations of Landlord thereafter accruing.

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36. LANDLORD'S PERFORMANCE: The Landlord and Tenant agree that there may be circumstances where the Landlord would desire to perform an obligation under this Lease which the Tenant has failed to perform. Therefore, in the event that the Tenant fails, after five (5) days' written notice from Landlord, the Landlord may (at its option, but without being required to do so) immediately, or at anytime thereafter and without further notice, perform for and on the account of the Tenant. The Landlord's right to perform includes entering the Leased Premises at all reasonable hours to make repairs and to do any act or make any payment which Tenant has failed to do or make. If the Landlord makes any expenditures, or incurs any obligations for the payment of money in the performance of the Tenant's obligations, said expenditures shall be deemed Additional Rent and shall be paid by the Tenant to the Landlord upon rendition of a bill or a statement therefore. The Tenant's obligation to reimburse the Landlord shall include but not be limited to, the Landlord's expenditure of reasonable attorneys fees for instituting, prosecuting or defending any action or proceeding, any sums paid or obligations incurred by the Landlord in the performance of the Tenant's obligations hereunder, with interest at the rate of ten percent (10%) per annum and costs. All sums paid under the provisions of this Paragraph shall be deemed Additional Rent and shall be paid by the Tenant to the Landlord within five (5) days of the Landlord's notice to the Tenant of such expenditure. All rights given to the Landlord in this Paragraph shall be in addition to any other right or remedy herein contained and shall not preclude or limit the Landlord's right to proceed. Nothing herein shall be interpreted so as to require any notice whatsoever prior to proceeding.

37. SEPARABILITY: If any term or provision of this Lease or the application thereof to any person or circumstance shall be held to be invalid or unenforceable, then and in each such event the remainder of this Lease or the application of such term or provision to any other person or any other circumstance shall not be thereby affected, and each term and provision hereof shall remain valid and enforceable to the fullest extent permitted by law.

38. RULES AND REGULATIONS:

(a) Tenant agrees to abide by the rules and regulations established by Landlord with respect to the Leased Premises, which rules and regulations are annexed hereto as Exhibit "B". Landlord reserves the right to adopt additional reasonable rules and regulations applicable to the Premises and to amend and supplement such rules and regulations provided said amendments do not unreasonably hinder or interfere with the Tenant's use of the Leased Premises. Notice of such rules and regulations and of any amendments and supplements thereto shall be given to Tenant.

(b) Tenant hereby agrees to comply with the conditions of all municipal approvals and any recorded covenants and restrictions affecting the Leased Premises.

(c) In the event Tenant shall fail (after notice and reasonable opportunity to [ILLEGIBLE]) to comply and observe such rules and regulations, municipal approvals, restrictions, including but not limited to deed restrictions and covenants, it shall constitute an event of default under Paragraph 27 hereof.

39. EXTENSION TERM: Upon the expiration of the Original Term, Tenant shall have the option to extend the term of this Lease for one (and only one) additional period of either one (1), three (3) or five (5) years, provided that Tenant gives the Landlord one hundred fifty (150) days' prior written notice of its unconditional and irrevocable exercise of said option, which notice shall further specify the particular period (of 1, 3 or 5 years) for which the Tenant has elected to extend the term of the Lease. The Tenant's rights hereunder are further conditioned upon the Tenant not then being in default hereunder. In the event Tenant exercises his option to extend the term of this Lease, all provisions of this Lease shall apply during the extended term, and the Minimum Rent as described in Paragraph 2 shall continue to be increased by the annual escalations provided for therein.

40. OPTION TO LEASE ADDITIONAL SPACE: During the initial term of this Lease, and provided the Tenant is not then in default, Tenant shall have the option to lease any additional space in the building on the same terms and conditions, if ever, as such space becomes available. The rent for said space shall be determined as of the date such space becomes available at the prevailing market rate of comparable industrial space in the area of the Montgomery County Airpark. The Tenant's option period shall commence on that date that the Landlord notifies the Tenant in writing of the availability of such space, and the option shall lapse in the event the Tenant

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fails to notify the Landlord in writing of its election to exercise said option on the terms set forth herein within thirty (30) days of such notice from the Landlord. In the event the parties cannot informally agree upon the prevailing market rent within said thirty (30) day period, the parties will be bound to abide by that rental value equal to the average of the appraised rental values determined by each party's independent, licensed, commercial realtor who is actively engaged in the marketing of property in the area of the Montgomery County Airpark. In the event the rent determined by the two realtors differs by a magnitude of ten percent (10%), each party's broker will select a mutually agreeable third broker. This third broker will then select which of the two prior appraisals more closely reflects the then prevailing market rent. The determination of this third broker (if required) will be binding on each party, and the cost of this third broker (if required) will be shared equally between the parties.

41. MISCELLANEOUS: The covenants herein shall be binding upon, and the rights hereunder shall inure to the benefit of the parties hereto, their personal representatives, successors and assigns, except that Tenant's rights hereunder shall inure only to such assigns as are consented to by Landlord pursuant to Paragraph 16 hereof. If Tenant consists of more than one person or entity, each shall be jointly and severally liable for the obligations of Tenant hereunder. This Lease constitutes the entire agreement between the parties in respect of the leasing of the Leased Premises. The terms of this Lease supersede any prior written agreements or memoranda prepared or executed by the parties. There are no oral agreements between the parties in connection herewith. This Lease shall be governed and controlled by the laws of the State of Maryland.

IN WITNESS WHEREOF, the parties hereto have caused these presents to be duly executed as of the date first above written.

WITNESS:                                LANDLORD:

                                        18630 LAYTONSVILLE PARTNERSHIP


/s/ [ILLEGIBLE]                         /s/ Behrouz Rahmi
--------------------------------        ----------------------------------
                                        By: Behrouz Rahmi, General Partner

                                        TENANT:
                                        ON-SITE SOURCING, INC.


/s/ [ILLEGIBLE]                         /s/ [ILLEGIBLE]
--------------------------------        ----------------------------------
                                        By:
                                                      President, OSS, Inc.

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EXHIBIT 10.38

LEASE AGREEMENT

THIS AGREEMENT OF LEASE made this 25th day of September, 2000 by and between L.A. Avenue of the Arts ("Landlord"), and On-Site Sourcing Inc. ("Tenant").

WITNESSETH

Landlord and Tenant, in consideration of the mutual covenants herein contained, and other goods and valuable consideration, receipt of which is hereby acknowledged, agree as follows:

1. PREMISES Landlord hereby demises and leases to Tenant on the terms and conditions hereinafter set forth, and Tenant hereby leases from Landlord in its present "as is" condition, all that certain 10,606 square feet (more of less) of mezzanine space located at 1346 Chestnut Street, Philadelphia, Pennsylvania and any and all improvements and fixtures therein contained (hereinafter collectively referred to as "Premises"). Tenant and its invitees shall also have the right to use and enjoy all roadways, walkways, parking areas, accesses, all facilities contained therein and common areas, adjoining, appurtenant to or serving the Premises.

2. TERM

A. Initial Term. This Lease ("Initial Term") shall commence upon the earlier of 11/1/00 or substantial completion ("Lease Commencement Date") for a term of 10 years, unless sooner terminated by an Event of Default or Early Termination as described hereinafter. Tenant will be entitled to one day free rent for each day the Premises is delivered to Tenant after 11/8/00.

3. RENT

A. Minimum Annual Rent. Commencing with the Rental Commencement Date and continuing for the balance of the term hereof, Tenant shall pay to Landlord on the first day of each month Minimum Rent of:

(i) Years 1-2 @ $12.50/SF, or $11,048/mo.
(ii) Years 3-4 @ $13.50/SF, or $11,932/mo.
(iii) Years 5-8 @ $13.75/SF, or $12,153/mo.
(iv) Years 9-10 @ $14.00/SF, or $12,374/mo.

(v) The Landlord hereby acknowledges, except as described later in this document, responsibility for payment of all real estate taxes and building insurance associated with the occupation of the Premises by the Tenant. The Tenant hereby acknowledges responsibility for payment of Use & Occupancy Tax, electric, heat and air conditioning serving the Premises.

B. Additional Rent. In addition to the Minimum Rent described herein, all sums which may become due by reason of the failure of Tenant to comply with any of the terms, covenants and conditions of this Lease to be kept and observed by Tenant, and any and all damages, costs and expenses (including, without limitation thereto, reasonable attorney's fees) which Landlord may suffer or incur by reason of any default of Tenant and any damages to the Premises caused by any act or omission by Tenant shall be considered Additional Rent hereunder.


C. Payment of the Minimum Rent and Additional Rent. All Minimum Rent and Additional Rent due under this Lease shall be due and payable and without any set off or deduction whatsoever, on the first day of each month without demand therefore and nothing herein shall be deemed to suspend or authorize delay in the payment of any sum due Landlord by Tenant at the time the same becomes due and payable under this Lease.

D. Should Landlord pay any monies or incur any expenses, after providing Tenant with fifteen (15) days prior written notice to cure, in correction of any violation of any covenant or obligation of Tenant herein set forth, the amounts so paid or incurred shall be payable by tenant within thirty (30) days after demand therefore.

E. Tenant covenants and agrees that all sums to be paid under this Lease, if not paid when due, shall not bear interest on the unpaid portion thereof. However, should Tenant fail to pay any sum to be paid by Tenant hereunder, Landlord may impose a late charge in the amount of six percent (6%) of the sum due to help defray the administrative costs involved, except that no late charge shall be imposed for payment of the minimum rent unless Tenant pays after the fifth day. All obligations hereunder shall survive the expiration or termination of this Lease.

F. Notwithstanding any terms to the contrary, Minimum Rent for the initial term and/or option term (if applicable) and Additional Rent payable under this Lease Agreement shall be approximately adjusted for a partial period at the beginning and end of the term hereof on a per diem basis (calculated on a 30-day month).

G. Tenant shall, without prior notice or demand and without any setoff or deduction whatsoever, pay all Minimum Rent and Additional Rent and any and all other charges to Landlord at Landlord's regular business office as set forth herein, or at such other place as shall be designated by Landlord in writing.

H. Early Termination - Tenant may terminate the lease at the end of 5 years, provided that written notice is given to Landlord by 5/1/2005 and a termination fee of $55,000 is paid to Landlord by 7/1/2005.

4. PERMITTED USE Tenant shall continually use and occupy the Premises for the operation of general office use and documentation management.

5. INSURANCE AND INDEMNIFICATION of LANDLORD

A. Insurance. It is the intention of Landlord and Tenant that the Minimum Rent is inclusive of real estate taxes and exclusive of utilities in connection with the Premises. However, throughout the Initial Term of this Lease and any applicable option term (where applicable) or extension hereof, Tenant shall, at its sole expense, obtain and maintain in force the following insurance policies:

(i) Comprehensive general liability insurance against claims for personal injury, death or property damage occurring in or about the Premises. Such insurance shall afford protection to the limit of not less than $250,000 with respect to injury or death to a single person; to the limit of not less than $1,000,000 with respect to any one accident; and to a limit of not less than $100,000 with respect to property damage.

(ii) Fire insurance, with extended coverage, equal to the replacement cost of the fixtures, furniture and equipment contained in the Premises.


(iii) Public liability insurance with a limit of not less than $1,000,000 in the case of injury or death to one or more than one person in any on occurrence and with limits of not less than $250,000 in the case of property damage.

All such policies of insurance shall be placed by Tenant with insurance companies acceptable to Landlord and naming as insured's Landlord and Tenant and, upon request, any other party named by Landlord, and containing an express waiver of any right of subrogation against Landlord and any other named insured's designated by landlord. Prior to the date Tenant first enters upon the Premises, Tenant will deposit the policy or policies of such insurance, or certificate thereof, with Landlord, with evidence of payment of premiums. Each policy shall contain a clause whereby the insurer agrees to provide to the named insured's at least ten (10) days notice by certified mail to Landlord of any cancellation or change affecting the coverage or protection of Landlord hereunder. Landlord may require increased limits if appropriate to protect its interest in the Premises at any time.

B. Indemnification. Tenant will indemnify Landlord and save Landlord harmless from and against any and all claims, actions, damages, liability, cost and expense in connection with loss of life, personal injury or damage to property occurring in or on its Premises wholly or in part by any act or omission of Tenant, its agents, contractors, customers or employees.

C. Fire and Other Insured Casualty Loss. Notwithstanding any terms to the contrary contained in this Lease, the parties agree that in the event the Premises or its contents are damaged or destroyed by fire or other insured casualty, the rights, if any, of either party against the other with respect to such damage or destruction are waived to the extent that loss is insured and said insurance is in full force and effect and recovery is obtained therefore. In the event Tenant is not responsible for the Premises or its contents being damaged or destroyed by fire or other casualty caused

6. AFFIRMATIVE COVENANTS of TENANT Tenant covenants and agrees without demand or notice to:

A. Pay the Minimum and Additional Rent on the days and times and at the place that the same are made payable.

B. Maintain and repair the Premises, reasonable wear and tear and damage by accidental fire or other casualty not caused by Tenant or its servants, agents, employees or invitees, excepted.

C. Comply with any and all requirements of any public authorities, and with the terms of any Federal, State or local statute, ordinance or regulation applicable to Tenant or its use of the Premises, and shall save Landlord harmless from penalties, fines, costs or damages results from Tenant's failure to do so. Landlord will likewise save the Tenant harmless from same.

D. Take every reasonable precaution against fire or other casualty loss.

E. Tenant agrees to surrender the Premises in the same condition, with the exception of normal wear and tear, in which Tenant has herein agreed to keep the same during the Initial Term or any extension of this Lease.

F. Give to Landlord prompt written notice of any accident, fire or damage occurring on or about the Premises.


G. Keep the areas in or about the Premises clean and free from rubbish or obstruction, orderly, sanitary and free from objectionable odors and insects, vermin and other pests; at Tenant's expense use such extermination contractor at such intervals as Landlord may reasonably require.

7. NEGATIVE COVENANTS of TENANT Tenant shall not, without Landlord's prior written consent:

A. Occupy the Premises in any other manner or for any permitted use other than as herein set forth.

B. Use or operate any machinery or equipment that, in Landlord's reasonable opinion, is harmful to the Premises or any building, structure or improvement thereon. Attached as Exhibit "B" is a description of the machinery and equipment Landlord deems acceptable effective the commencement date of this Lease. Landlord shall have the right to disallow machinery and equipment that poses a risk to the Building.

C. Place any weights in any portion of the Premises, which are in the Landlord's reasonable opinion, are beyond the safe carrying capacity of any structure in, on or about the Premises.

D. Do or suffer to be done any act, matter or thing or employ any person as a result of which the fire insurance or other insurance now in force or hereafter to be placed on the Premises, or any part thereof, or on any of the buildings of the Premises, shall become void or suspended, or whereby the same shall be rated as a more hazardous risk than that contemplated herein, or carry or have any hazardous or industrial waste, or contaminated substances or explosive matter of any kind in and about the Premises.

E. Remove, attempt to remove or manifest an intention to remove Tenant's goods or property, from or out of the Premises other than in the ordinary course of Tenant's business, without having first paid and satisfied landlord for all rent which may become due during the Initial Term or any extension of this Lease.

F. Commit or suffer to be committed any nuisance in or about the Premises.

G. Intentionally left blank.

H. Enter into any service or other contracts which fail to provide that any such contract(s) shall be terminable at will or shall expire concomitantly with the termination and expiration of this Lease.

8. ASSIGNING, MORTGAGING and SUBLETTING Tenant shall not be permitted to assign, mortgage, pledge or encumber this Lease, in whole or in part, or sublet the whole or any part of the Premises, or permit the use of the whole or any part of the Premises by any licensee or concessionaire, without in each and every instance first obtaining the written consent of Landlord, which consent shall not be unreasonably withheld or delayed. In the event of any subletting, licensing or granting of a concession, Tenant will split 50/50 with Landlord any and all profits, after commissions, legal fees and other costs associated with said event. Tenant will nevertheless remain liable for the performance of all of the terms, conditions, and covenants of this Lease. Any permitted assignment or subletting shall be by agreement in form and content acceptable to Landlord. Landlord hereby consents to the assignment of this Lease or the subletting of the Premises to a wholly owned subsidiary of Tenant.


9. UTILITIES Tenant shall be responsible for paying heat, electric and air conditioning in connection with the Premises. Landlord shall not be liable to Tenant for any damages should the furnishing of any utility service be interrupted, curtailed or terminated for any cause whatsoever, except for an act or omission of the Landlord. Any interruption, curtailment or cessation of utility service substantially impacts the customary business operations of the Tenant. For purposes of this Agreement, the phrase "substantially impacts" shall mean that interruption, curtailment or cessation of utility service which equals or exceed a consecutive twenty-four (24) hour time period.

10. ALTERATIONS and IMPROVEMENTS

A. Tenant shall not make any alterations, improvements or additions to the Premises during the Initial Term or extension hereof without first obtaining the written consent of Landlord. All alterations, improvements and additions made by Tenant shall remain upon the Premises at the expiration or earlier termination of this Lease and shall become the property of Landlord unless Landlord shall give written notice to Tenant to remove the same, in which event Tenant shall remove such alterations, improvements and additions as Landlord requests and restore the premises to the same good order and condition in which it was at the commencement of this Lease. Should Tenant fail so to do, Landlord may do so, collecting, at Landlord's option, the cost and expense thereof from Tenant as Additional Rent. Tenant shall remove all machinery and equipment from Premises upon vacating the Premises or upon termination or expiration of the Lease.

B. Landlord may also require, at its option and as a condition precedent to giving any approval; (i) assurance (which may include mechanics lien waivers and/or completion bonds) satisfactory to Landlord to assure completion of Tenant's work in accordance with the plans and specifications, free of liens and encumbrances, and (ii) evidence that each contractor has adequate workmen's compensation insurance and general liability insurance with limits of at least $500,000 for injury to any one person, $1,000,000 for injuries in any one occurrence and property damage of 1,000,000; together with an insurance certificate to the effect that such insurance may not be canceled or substantially modified without at least ten (10) days prior written notice to Landlord.

C. Tenant shall pay, when due, all sums of money that may become due for any labor, materials or equipment contracted for, supplied to or installed in the Premises by or on behalf of Tenant and shall take appropriate prior action to assure that no mechanics or materialman's lien will be filed against the Premises or Landlord's interest therein. In the event any such lien is filed, Tenant shall cause such lien to be fully discharged and released promptly upon receiving notice thereof and shall indemnify and save Landlord harmless from any cost, loss or expense, including attorney's fees, resulting from the filing of such lien or incurred by Landlord in discharging the same should Tenant fail to do so promptly. Should Tenant fail to release promptly any such lien of record, Landlord may remove such lien by paying the full amount thereof or by bonding or in any other manner Landlord deems appropriate, without investigating the validity thereof and irrespective of the fact that Tenant may contest the propriety or amount thereof and Tenant, upon demand, shall pay Landlord the amount so paid by Landlord together with reasonable expenses and attorneys fees incurred in connection therewith.


11. INSTALLATION and REMOVAL of TRADE FIXTURES and IMPROVEMENTS

A. All trade fixtures installed by Tenant in the Premises shall remain the property of Tenant and shall be removed at the expiration or earlier termination of this Lease provided Tenant shall not at such time be in default under any covenant or agreement contained in this Lease and provided, further, that in the event of such removal Tenant shall promptly restore the Premises to its original order and condition. Any trade fixtures not removed at or prior to such termination shall be and become the property of Landlord. All improvements and fixtures in the Premises other than trade fixtures including but not limited to heating and ventilating equipment, air-conditioning equipment, store front, ceiling, wall treatment, floor covering, plumbing, lighting and electrical systems and fixtures, whether or not installed by Tenant, shall not be removable by Tenant and shall become the property of Landlord without any compensation therefore to Tenant.

B. Without the prior consent in writing of Landlord, Tenant shall not enter into, permit, execute or deliver any security interest, vendor's lien, lessor's interest, or security or financing agreement in any improvements, trade fixtures or other property placed upon the Premises at any time, and in the event Tenant does so, such action shall be considered a breach of this Lease.

12. LANDLORD'S RIGHTS Tenant covenants and agrees that Landlord shall have the right to do the following things and matters in and about the Premises:

A. At all reasonable times, by itself or its duly authorized agents, employees and contractors, to go upon and inspect the Premises to enforce or carry out the provisions of this Lease, to make repairs, alterations and additions to the Premises or the buildings or improvements thereon, to perform any defaulted obligation of Tenant, or for any other purpose; Landlord agrees to provide notice to Tenant before entering upon and/or inspecting the Premises, except in case of emergency to prevent or minimize injury or damage to the Premises. It is understood that Capital Grille, by providing proper notice to Tenant, will have the same accessibility as it relates to mechanicals or equipment maintained by Capital Grille on the mezzanine level or the roof of the mezzanine level.

B. In the event Tenant fails to pay those insurance premiums, which it is obligated to pay under this Lease, Landlord may pay any such charges and Landlord as Additional Rent may recover the cost of any such item together with interest at the current prime rate per annum. For purposes of this Agreement, "Prime Lending Rate" shall be defined as that prime rate of interest charged at the time by Summit Bank in Philadelphia, Pennsylvania.

C. Except for a willful act and/or gross negligence, Landlord shall not be liable for any inconvenience, disturbance, loss of business or other annoyance arising from the exercise of any or all of the rights of Landlord set forth in this Lease.

13. MAINTENANCE and REPAIRS Tenant shall not cause or permit any waste, damage or injury to the Premises, its structures or improvements. Tenant, at its sole expense, shall keep the Premises as now or hereafter constituted with all improvements made thereto, free from defect, dirt, snow or ice, and further maintain in good and operating condition sewer lines, pipes, fixtures, heating/air conditioning and mechanical and electrical systems serving the Premises, and all other appliances and their appurtenances and shall make all repairs, replacements and renewals thereto, whether ordinary or extraordinary, seen or unforeseen (excluding all structural repairs not caused by Tenant) which are necessary. All repairs, replacements and renewals shall be at least


equal in quality of materials and workmanship to that originally existing in the Premises. Such repairs and replacements, interior and exterior, ordinary as well as extraordinary and structural as well as nonstructural shall be made promptly as and where necessary and in conformity with all applicable statutes, rules and regulations of any governmental agency or authority. Landlord shall in no event be required to make any repair, alteration or improvement to the Premises. Tenant shall indemnify Landlord against all costs, expenses, liabilities, losses, damages, suits, fines, penalties, claims and demands, including reasonable counsel fees, because of Tenant's failure to comply with the foregoing, and Tenant shall not call upon Landlord for any disbursement or outlay whatsoever in connection therewith, and expressly releases and discharges Landlord for and from any liability therefore.

14. REPRESENTATIONS of LANDLORD Landlord represents and warrants that it is not aware of any prohibition or restriction burdening the Premises, which would prohibit the use thereof for the purposes recited in Section 4 above. Tenant further agrees to use the Premises only in a manner permitted under all applicable zoning ordinances or regulations now or hereafter in effect. Landlord shall pull a building permit to make improvements for Tenant. To the best of its knowledge, Landlord is not aware of any code violations on the Premises.

15. AGREEMENTS FOR ALTERATIONS, REPAIRS, ETC. and WAIVER OF CUSTOM

A. No agreement entered into or that may be subsequently entered into by Landlord with Tenant, relative to any alterations, additions, improvements or repairs, nor the failure of Landlord to make such alterations, additions, improvements or repairs as required by any such agreement, nor the making by Landlord or its agents or contractors of such alterations, additions, improvements or repairs shall in any way affect the payment of Minimum Rent, Additional Rent or any other sums otherwise due Landlord by Tenant under this Lease.

B. It is hereby covenanted and agreed, any law, usage or custom to the contrary notwithstanding, that Landlord shall have the right at all times to enforce the covenants and provisions of this Lease in strict accordance with the terms hereof. Notwithstanding any conduct or custom on the part of Landlord in refraining from taking any act at any time or times to enforce its rights under this Lease shall not be construed as having created a custom in any way or manner contrary to the specific terms, provisions and covenants of this Lease or as having in any way or manner modified the same.

C. This Lease is granted upon the express condition that Tenant and its invitees, employees, contractors and servants, not conduct themselves in a manner which violates any law, statue, rule or regulation of any governmental body having jurisdiction over the business of Tenant or the Premises, and that if at any time during the Initial Term or any extension thereof breach of its covenants and obligations under this Lease, and Landlord will be entitled to all of the rights and remedies granted and reserved herein for Tenant's breach.

16. EVENTS of DEFAULT - REMEDIES

A. Any one or more of the following events shall be Events of Default under this Lease:

(i) Tenant fails to pay any Minimum Rent, Additional Rent or other sums payable hereunder within ten (10) days of its due date more than twice in any given twelve (12) month period (i.e. if the Tenant pays after the 10th of the month three (3) times during a twelve (12) month period of time, shall be considered an event of default).


(ii) Except for failure to pay those sums required in Section 16(A)(i) above, Tenant fails to perform or comply with any of the other terms, covenants, agreements or conditions hereof and such failure continues for more than twenty (20) days after written notice thereof from Landlord; provided, if the default cannot be cured within twenty (20) days, Tenant shall not be considered in default if Tenant shall, within such period, have commenced with due diligence and dispatch to cure such default, and shall thereafter complete with due diligence the curing of such default; or

(iii) Intentionally left blank.

(iv) The filing of a petition by or against Tenant for adjudication as a bankruptcy or insolvent, for its reorganization, or for the appointment of a receiver or trustee of Tenant's property; an assignment by Tenant for the benefit of its creditors; or the taking of possession of the property of Tenant by any governmental officer or agency pursuant to statutory authority for the dissolution or liquidation of Tenant;

The notice and/or grace period provisions in Subparagraphs (i) and (ii) above shall have no application to the defaults referred to in Subparagraph (iii) and (iv) above.

B. Upon any Event of Default (regardless of the pendency of any proceeding which has or might have the effect of preventing Tenant from complying with the terms of this Lease), Landlord may exercise any one or more of the following remedies:

(i) Termination of Lease - Landlord may terminate this Lease without any right of Tenant to reinstate its rights by payment of Minimum or Additional Rent or other sums due Landlord by Tenant other performance of the terms and conditions hereof. Upon such termination Tenant shall immediately surrender possession of the Premises to Landlord under terms of this Lease.

(ii) Reletting - Without terminating this Lease, Landlord may re-enter and repossess the Premises, or any part thereof, and lease the same to any other person or entity upon such terms as Landlord shall deem reasonable, for a term within or beyond the Initial Term or any extension of this Lease; provided, that any such reletting prior to termination shall be for the account of Tenant, and Tenant shall remain liable for; (1) the aggregate of all Minimum Rent, Additional Rent and other sums which would be payable under this Lease by Tenant to Landlord in the absence of such expiration, termination or repossession, less (2) the aggregate of any and all net proceeds, of any reletting effected for the account of Tenant after deducting from such proceeds all of Landlord's expenses in connection with such reletting (including, without limitation, all repossession costs, brokerage commissions, legal expenses, attorney's fees and expenses, employee's expenses, reasonable alteration costs and expenses for and in preparation of such reletting.

Without Landlord's waiver of any of its rights hereunder, should the Premises be sublet or leased by Tenant to others, Tenant may collect rents due from any subtenant or other tenant. If Tenant elects to collect said rents, Landlord may request from Tenant information including but not limited to copies of cancelled checks from subtenant or tenant. Regardless, Tenant's obligation to Landlord hereunder shall remain in full force and effect.

(iii) Acceleration of Rent - Landlord may declare the Minimum and Additional Rent for the balance of the then current Term and any other sums designated herein as rent immediately due and payable as though such rent and such other sums were payable in advance on the date the Event of Default occurred.


C. Except as otherwise provided herein, no termination of this Lease pursuant to Subparagraph B (i) above or by operation of law or otherwise, and no repossession of the Premises or any part thereof pursuant to Subparagraph B above shall relieve Tenant of its liabilities and obligations hereunder, all of which shall survive such termination or repossession, and Landlord may, at its option, recovery and collect rent and any other charges due Landlord by Tenant hereunder at any time when such payments accrue.

D. With respect to any portion of the Premises which is vacant or physically occupied by Tenant, Landlord may remove all persons and property therefrom, and store such property in a public warehouse or elsewhere at the cost of and for the account of Tenant, without service of notice or resort to legal process (all of which Tenant expressly waives) and a lien upon any and all Tenant's property for the payment of all sums agreed to be paid by Tenant hereunder, which lien is to be in addition to any Landlord's lien now or hereafter provided by law, except Tenant's client's documents and property.

E. Intentionally left blank.

F. No right or remedy herein conferred upon or reserved to Landlord is intended to be exclusive of any other right or remedy herein or under law, and each right or remedy shall be cumulative and in addition to every other right or remedy given herein or now or hereafter existing at law or in equity.

G. In the event Tenant defaults in the payment of Minimum and Additional Rent and other sums due Landlord by Tenant hereunder then Landlord shall be entitled to interest at the rate of six percent (6%) per annum from the date of default, until paid.

H. If Tenant shall default in the performance of any obligation or responsibility under this Lease, Landlord may perform the same for the account and at the expense of Tenant, after first giving notice to Tenant of its intention to do so. If Landlord at any time is compelled to pay, or elects to pay, any sum of money, or to do any act which will require the payment of any sum of money by reason of the failure of Tenant to comply with any provision(s) hereof, or if Landlord is compelled to incur any expense, including counsel fees, in instituting, prosecuting, defending or reasonably settling any action or proceeding instituted by reason of any default of Tenant, hereunder, the amount of such payments, expenses, or settlement shall be paid by Tenant to Landlord as Additional Rent payable in accordance with those procedures and within that time required in Section 4(D) above.

17. CONDEMNATION In the event that the Premises or any part thereof is taken or condemned for a public or quasi-public use, this Lease shall, as to the part so taken, terminate as of the date title shall vest in the condemner, and rent shall abate in proportion to the square feet of leased space taken or condemned or shall cease if the entire Premises be so taken. If, by virtue of such taking or condemnation, the Premises becomes unsuitable for conducting substantially the volume and type of business contemplated hereunder, Tenant shall have the right to terminate this Lease upon the final taking of possession by the condemning authority; provided, however, Tenant shall give Landlord written notice of Tenant's intention to terminate at least sixty (60) days prior to the termination date but in any event within sufficient time to enable Landlord to present to or assert before the condemning authority its claim for compensation or for damages resulting from such termination. If Tenant and Landlord disagree over whether such taking has rendered the Premises unsuitable for conducting substantially the volume and type of business contemplated hereunder, then such dispute shall be submitted to a panel of three (3) arbitrators. Each party shall have the right to choose one (1) arbitrator who shall then choose a third


arbitrator. The decision of the arbitrators shall be final and conclusive upon the parties. Failure of either party to name an arbitrator within 10 days of a written request of a party shall permit the requesting party to name an arbitrator for the non-performing party and such appointment shall be binding upon the non-performing party.

A. All compensation payable because of taking or condemnation shall be payable to and shall be the sole property of Landlord. Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired term or extension of this Lease.

B. Although all damages in the event of any condemnation are to belong to Landlord as aforesaid, whether such damages are awarded as full compensation of the leasehold or to the fee of the Premises, Tenant shall have the right, to the extent that same shall not diminish Landlord's award (in determining the amount of Landlord's award the value of Tenant's improvements shall not be considered) to claim and recover from the condemning authority (but not from Landlord) such compensation as will be separately awarded or recoverable by Tenant, in Tenant's own right, including, but not limited to, compensation for disruption to Tenant's business, removing Tenant's furniture, trade fixtures or equipment, and the value of Tenant's improvements.

18. SUBORDINATION, NONDISTURBANCE and QUIET ENJOYMENT

A. This Lease and all its terms, covenants and provisions are and each of them is subject and subordinate to any and all mortgages and other encumbrances now or hereafter placed upon the Premises at the direction of Landlord.

B. Landlord hereby represents, warrants, covenants and agrees that as long as Tenant is not in default hereunder (beyond applicable cure provisions and the property on which the Premises is contained is not sold, Tenant shall and may peaceably and quietly have, hold and enjoy the Premises during the term of this Lease, subject, nevertheless, to all of the terms and conditions of this Lease.

19. SUCCESSORS and ASSIGNS. All rights and liabilities herein given to, or imposed upon the respective parties hereto shall extend to and bind the several and respective heirs, executors, administrators, successors and assigns of said parties. The words "his" and "him" whenever stated herein, shall be deemed to refer to the "Landlord" and "Tenant" whether such Landlord or Tenant be singular or plural and irrespective of gender. No rights, however, shall inure to the benefit of any assignees of Tenant unless the assignment to such assignee has been approved by landlord in writing as aforesaid.

20. DAMAGE TO THE PREMISES

A. If any damage (not caused by Tenant) is caused to the Premises and such damage is less than or equal to fifty percent (50%) of the value of the Premises ("Partial Destruction") such that the Premises can be restored to its condition immediately prior to the occurrence of the fire or other casualty within three
(3) months, this Lease shall continue in full force and effect. Landlord shall restore the Premises with reasonable promptness reserving the right to enter upon the Premises for that purpose, but only to the extent that Landlord actually receives insurance proceeds and then only from such proceeds received.

B. In the event of a Partial Destruction of the Premises, all insurance proceeds shall be payable to Landlord who may elect to; (i) independently undertake the necessary construction or repairs to restore the Premises, or (ii) advance such amount of the insurance proceeds as


required under the circumstances to Tenant for use in restoration of the Premises. Any insurance proceeds in excess of the sum necessary to accomplish such construction and/or restoration shall be the property of Landlord.

C. In the event Landlord undertakes repairs of the Premises and/or the improvements of which the Premises are a part, Landlord reserves the right to enter upon the Premises whenever necessary to construct or make those repairs to restore the Premises, even though the effect of such entry renders the Premises or a part thereof untenable.

D. Landlord shall not be liable for any consequential damages, lost profits, loss of business or other injury to Tenant and/or its Business by reason of any inconvenience, disturbance of annoyance arising from the repair of the Premises, or interruption in the use of the Premises or the termination of this Lease by reason of the destruction of the Premises.

E. In the event of a Partial Destruction, this Lease shall continue in full force and effect provided, however, that rent should be apportioned and suspended for that part of the Premises untenable during the time necessary to complete the repairs, unless the damage shall have been caused by Tenant or its servants, agents or employees. If the space is not tenable after 3 days as a result of an act cause by someone or something other that the Tenant or its servants, agents or employees, rent shall begin to begin to abate until such time as the space is tenable. If the space is not tenable after 3 months, Tenant shall have the right to cancel the Lease.

21. Intentionally left blank.

22. SECURITY DEPOSIT. As security for the faithful performance by Tenant of all the terms and conditions upon Tenant's part to be performed under this Lease, Tenant has deposited with landlord $21,212 as security. The security deposit shall be returned to Tenant, without interest, following expiration of the Lease Term herein (notwithstanding the Lease may be sooner terminated), provided that Tenant has fully and faithfully carried out all of the terms, covenants and conditions on its part to be performed. Upon the termination of this Lease or the occurrence of an Event of Default by Tenant, Landlord may, but shall not be obligated to apply all or any part of such security for the payment of any obligations of Tenant hereunder as may be necessary to compensate Landlord for all loss or damage suffered by Landlord, due to any breach on part of Tenant. The security deposited under this Lease shall not be mortgaged, assigned or encumbered by Tenant in any way without prior written consent of Landlord being first obtained.

23. TENANT'S SIGNS AND GRATES Except as otherwise approved by Landlord, no sign, place card or advertisement, or exterior or interior window sign, place card, advertisement or grate shall be painted, erected, or displayed and no awnings shall be erected with the intent of being seen from the outside of the Leased premises, without Landlord's prior consent. Tenant shall repair and restore any damage caused to the outside of the Building in connection with the above. Landlord hereby approves signage of A) one 1' X 2' sign on the lobby wall by the stair tower and two 1' X 2' or smaller signs on the door (s) on the mezzanine landing area, and B) in the windows on Broad and Chestnut Streets, so long as all sign's in A and B are permitted by regulation and code.

24. MISCELLANEOUS TERMS

A. Severability. If any provision of this Lease shall be held invalid, illegal or unenforceable, all other provisions of this Lease shall remain and continue in full force and effect and shall not be effected thereby.


B. Notice. All notices, requisitions, demands and other communications under this Agreement shall be:

If to Landlord: Robert Weinstein c/o Philadelphia Management 1228 Spruce Street Philadelphia, PA 19107

If to Tenant: Jack Sabanosh
On-Site Sourcing, Inc 111 N. l9th Street Suite 600
Arlington, Virginia 22209

C. Recording. Tenant shall not have the right to record this Lease or to record a Memorandum of this Lease. Any attempt to so record shall be incurable breach of this Lease by Tenant.

D. Captions. The captions and paragraph headings in this Agreement are included for convenience of reference and shall not affect nor are considered in the interpretation or construction of any provision of this Agreement.

E. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter herein and supersedes all other prior and contemporaneous agreements, understandings, representations and warranties whether oral or written. This Agreement may not be amended, modified or altered or any of its provisions waived except in writing and signed by the authorized officer of the party against whom enforcement is sought. This Agreement shall be construed without reference to custom or usage of trade, except where provided herein.

F. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original and taken together shall constitute one and the same agreement.

G. Governing Law and Integration. This lease shall be governed and construed according to the laws of the Commonwealth of Pennsylvania.

25. MUTUAL COVENNANTS

A. Landlord to do the necessary demolition and perform tenant improvements shown on Exhibit "A", and listed in this addendum. Landlord acknowledges that 30 tons of air conditioning (to be controlled by Tenant) will be provided to the Premises and will be available 24 hours a day, 365 days per year. The same sytem providing air conditioning will also provided heat (to be controlled by Tenant) to the Premises and will be available 24 hours a day, 365 days per year.

B. The Building, freight elevator and mezzanine passenger elevator in lobby will be in operation 24 hours per day, 7 days per week, 365 days per year. The freight and mezzanine passenger elevator will be delivered in operational and good working order.


C. Landlord and Tenant recognize CB Richard Ellis, Wilson Hull Neal and Philadelphia Management as the sole brokers in this transaction. Landlord and Tenant agree to mutually indemnify one another from claims of other brokers.

D. Landlord will have Premises meet ADA requirements (as of the date of the Lease).

E. Landlord will clean Tenant's bathrooms, vacuum offices and empty normal size trashcans once per day five times per week. It is understood that the Landlord will not be responsible for emptying trash in excess of size or quantity for a normal office user.

F. Landlord to paint the Premises with color to be chosen by Tenant.

G. Landlord shall carpet Premises using materials noted on JK Roller plan A1 dated 9/21/00, and install 1/8" thick vinyl base throughout the Premises.

H. Landlord shall add additional light fixture, paint and/or replace missing hardware in vestibule of stairwell leading to lobby (stairwell shown on left of Plan).

I. Landlord shall be responsible for all costs for architectural services, fees and permits related to providing the Tenant Improvements. All costs resulting from any changes made to the Plans by the Tenant after 9/27/00 shall be the responsibility of the Tenant.

J. Column shown on JK Roller Plan A1 dated 9/21/00 below storage room in the corridor shall be enclosed ("boxed in") with drywall and finished in the same manner as the corridor.

K. In the event doorway next to the Elevator Lobby that leads to the corridor (shown as #113 on Exhibit A Plan) is to be closed in the future, as a matter outside of the Landlord's control, the Tenant agrees that Landlord, at its sole cost and expense, shall construct a code compliant corridor that provides legal access and egress to the premises. The corridor shall start at eastern wall of the Break Room (#101 on Exhibit A Plan), run south along the eastern side of the bathrooms (#102 and #103 on Exhibit A Plan) and wrap around the southern side of Bathroom (#103 on Exhibit A Plan) and connecting back to the main corridor. The would entail the demolition and removal of the Supply Room (#104 on Exhibit A) to allow for the construction of the corridor.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have hereunto set their hands and seals the day and year first above written.

LANDLORD:                                    TENANT:


BY: _______________________________          BY: _______________________________
    L.A. Avenue of the Arts                      On-Site Sourcing, Inc.


LEASE AGREEMENT

THIS AGREEMENT OF LEASE made this 25th day of September, 2000 by and between L.A. Avenue of the Arts ("Landlord"), and On-Site Sourcing Inc. ("Tenant").

W I T N E S S E T H

Landlord and Tenant, in consideration of the mutual covenants herein contained, and other goods and valuable consideration, receipt of which is hereby acknowledged, agree as follows:

1. PREMISES Landlord hereby demises and leases to Tenant on the terms and conditions hereinafter set forth, and Tenant hereby leases from Landlord in its present "as is" condition, all that certain 10,606 square feet (more of less) of mezzanine space located at 1346 Chestnut Street, Philadelphia, Pennsylvania and any and all improvements and fixtures therein contained (hereinafter collectively referred to as "Premises"). Tenant and its invitees shall also have the right to use and enjoy all roadways, walkways, parking areas, accesses, all facilities contained therein and common areas, adjoining, appurtenant to or serving the Premises.

2. TERM

A. Initial Term. This Lease ("Initial Term") shall commence upon the earlier of 11/1/00 or substantial completion ("Lease Commencement Date") for a term of 10 years, unless sooner terminated by an Event of Default or Early Termination as described hereinafter. Tenant will be entitled to one day free rent for each day the Premises is delivered to Tenant after 11/8/00.

3. RENT

A. Minimum Annual Rent. Commencing with the Rental Commencement Date and continuing for the balance of the term hereof, Tenant shall pay to Landlord on the first day of each month Minimum Rent of:

(i) Years 1-2 @ $12.50/SF, or $11,048/mo.
(ii) Years 3-4 @ $13.50/SF, or $11,932/mo.
(iii) Years 5-8 @ $13.75/SF, or $12,153/mo.
(iv) Years 9-10 @ $14.00/SF, or $12,374/mo.

(v) The Landlord hereby acknowledges, except as described later in this document, responsibility for payment of all real estate taxes and building insurance associated with the occupation of the Premises by the Tenant. The Tenant hereby acknowledges responsibility for payment of Use & Occupancy Tax, electric, heat and air conditioning serving the Premises.

B. Additional Rent. In addition to the Minimum Rent described herein, all sums which may become due by reason of the failure of Tenant to comply with any of the terms, covenants and conditions of this Lease to be kept and observed by Tenant, and any and all damages, costs and expenses (including, without limitation thereto, reasonable attorney's fees) which Landlord may suffer or incur by reason of any default of Tenant and any damages to the Premises caused by any act or omission by Tenant shall be considered Additional Rent hereunder.


EXHIBIT B
EQUIPMENT AND MACHINERY

--------------------------------------
 make        model       #       volts
--------------------------------------

XEROX        1090       15        220
XEROX        5390        1        220
XEROX       DOCTECH      1        220
XEROX        3060        1        110
XEROX        3030        1        110
CANON        6060        6        110
CANON        4050        1        110
CANON        1000        1        110
  HP         1055        1        110
 SEAL                    1        110
 GBC                     2        110
 VELO                    2        110
--------------------------------------


EXHIBIT 10.39

STATE OF GEORGIA)
COUNTY OF FULTON)

COMMERCIAL LEASE AGREEMENT

THIS COMMERCIAL LEASE AGREEMENT (this "Lease"), made and entered into this 1st day of March, 2000, by and among the Landlord, the Tenant and the Agent, if any, hereinafter named.

WITNESSETH:

For and in consideration of the rents, covenants and agreements hereinafter reserved and contained on the part of Tenant to be observed and performed, Landlord demises and leases to Tenant, and Tenant leases, rents and accepts from Landlord the Premises, as hereinafter defined.

ARTICLE 1
DEFINITIONS AND EXHIBITS

1.1 DEFINITIONS. In addition to other terms which are elsewhere defined in this Lease, each of the following terms when used in this Lease with an initial capital letter shall have the meanings set forth in this Paragraph 1.1, and only such meanings, unless such meaning are expressly limited or expanded elsewhere in this Lease:

(A)   "Landlord":                 CHATTAHOOCHEE WAREHOUSES LLC

(B)   Landlord's Mailing Address: 1100 SPRING STREET, SUITE 550

                                  ATLANTA, GEORGIA 30309

(C)   "Tenant":                   ON-SITE SOURCING, INC., a Delaware
                                     corporation

(D)   Tenant's Mailing Address:   200 PERMALUME PLACE, N.W.

                                  ATLANTA, GEORGIA  30318

(E) "Development": That certain property commonly know as 1285-1295 Chattahoochee Avenue and 200-214 Permalume Place, located within the City of Atlanta, County of Fulton, and State of Georgia, which presently contains approximately 66,500 gross rentable square feet of building area, which size shall by agreement of the parties hereto be deemed to be the size of the Development.

(F) "Premises": That certain one (1)-story unit without basement commonly known as 200 Permalume Place situated within the Development and containing approximately 18,000 gross rentable square feet, which size shall by agreement of the parties hereto be deemed to be the size of the Premises.

(G) "Commencement Date": The Commencement Date shall be the sooner to occur of the following two (2) dates: (i) March 1, 2000, or (ii) the date on which possession of the Premises is delivered to Tenant.

(H) "Lease Term": The term of this Lease shall commence on the Commencement Date, and, unless sooner terminated as hereinafter provided, shall terminate on the last day of April, 2005.

(I) "Minimum Rent": The monthly Minimum Rent shall be:

      Period                                    Monthly Amount

(i)   Commencement Date to April 30, 2000       $    0.00;

(ii)  May 1, 2000 to April 30, 2001             $7,600.00;

(iii) May 1, 2001 to April 30, 2002 $7,780.00;

(iv) May 1, 2002 to April 30, 2003 $7,968.00;

(v) May 1, 2003 to April 30, 2004 $8,156.00;

(vi) May 1, 2004 to April 30, 2005 $8,353.00.

(J) "Initial Payment": A total of $15,425.00, of which (i) $7,825.00 represents the first month's Minimum Rent and Tenant's Proportionate Share of Common Area Maintenance, and (ii) $7,600.00 represents the Security Deposit.

(K) "Tenant's Proportionate Share": A fraction, the numerator of which shall be the total gross rentable square footage of the Premises as defined in Subparagraph 1.1(F), and the denominator of which shall be the total gross rentable square footage of all buildings in the Development as defined in Subparagraph 1.1(E), all as determined by Landlord. Landlord's estimate of Tenant's Proportionate Share of Common Area Maintenance for the period commencing on the Commencement Date and expiring on December 31 of the same calendar year is:

      (i)   Common Area Maintenance per month ...................$  225.00
                                                                 ---------
      (ii)  plus monthly Minimum Rent ...........................$7,600.00
                                                                 ---------
            equals initial monthly payment due ..................$7,825.00
                                                                 =========

(L)   "Security Deposit": $7,600.00.

(M) "Use of Premises": Office and warehouse for copying and related purposes.

(N) "Base Year": 2000.

(O) "Agent": Wilson, Hull & Neal

(P) "Aggregate Rent": All Minimum Rent, Common Area Maintenance, Taxes and Insurance payable under this Lease.

(Q) "Calendar Year": Each annual period from January 1 through December 31.

(R) "Claims": All liabilities, demands, claims, costs, suits, actions, judgments, expenses and obligations, including court costs and attorney's fees related thereto.

(S) "Commission Agreement": The agreement, if any, between Landlord and Agent annexed to this Lease as Exhibit "F".

(T) "Common Area Maintenance": All expenses and costs arising out of or related to the operating, managing, policing, equipping, lighting, painting, cleaning, repairing, administering and maintaining of the Development, including, without limitation, any replacement which is incidental or related thereto, specifically including, without limitation, the landscaping (including, without limitation, irrigating, planting, replanting and replacing flowers, trees, shrubs and grass), lighting, traffic control, if any, sanitary assessments and services, removal of snow, trash, rubbish and garbage and other refuse, security services, pest


control, rental fees for machinery or other equipment with respect to such maintenance, all costs for or associated with supplies, material and personnel to implement such maintenance.

(U) "Common Areas": The parking areas, driveways, sidewalks, landscaped areas and other common areas of the Development as they are or may be from time to time constituted.

(V) "Compliance Cost": The total cost of the Compliance Work.

(W) "Compliance Work": All repairs, replacements, alterations or additions necessary to comply with all Laws with respect to the Premises.

(X)

(Y) "Condemnation": Any taking by eminent domain for any public or quasi-public usage or purpose, including, without limitation, any conveyance in lieu of or under threat of condemnation.

(Z) "Default Termination": The date of termination of this Lease arising out of or due to a Tenant Default.

(AA) "First Mortgage": Any Mortgage which now or hereafter has a first priority over all other Mortgages encumbering the Premises.

(BB) "Hazardous Substance": Any element, compound, chemical mixture, contaminant, pollutant, material, waste or other substance which is defined, determined or identified as toxic or hazardous under any Laws, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, the Hazardous Materials Transportation Act, the Toxic Substances Control Act, the Clean Water Act, the Clean Air Act, the Safe Drinking Water Act, the National Environmental Policy Act of 1969, the Superfund Amendment and Reauthorization Act of 1986, and all Laws that are similar thereto.

(CC) "Insurance": Liability and rents and fire and extended coverage insurance premiums for the Development and Common Areas.

(DD) "Invitees": Employees, agents, servants, assignees, subtenants, invitees, licensees, customers, visitors, concessionaires and contractors.

(EE) "Landlord Group": Landlord and Landlord's agents, servants, employees, officers, attorneys, shareholders and directors.

(FF) "Landlord Repairs": Necessary repairs to lines for Utilities which serve the Premises and are located outside the perimeter walls of the Premises, necessary roof repairs and necessary structural repairs to the exterior walls and foundations of the Premises, specifically excluding any repair, replacement, rebuilding, painting, cleaning, or maintenance, whether structural or non-structural, foreseen or unforeseen, ordinary or extraordinary:
(i) to the Premises or any building or improvement thereon or any portion thereof, except as expressly defined as a Landlord Repair herein, (ii) to any damage caused by wood-destroying organisms,
(iii) to any exterior or interior portions of any windows, doors, glass, plate glass, store fronts, locks, hardware, Signs, or any casing, frames or caulking which support or surround same, (iv) made necessary by or arising out of any act or omission or negligence of Tenants or any Invitees of Tenant, or (v) which is designated in this Lease as a Tenant Repair.

(GG) "Laws": All zoning ordinances, laws, statutes, ordinances, orders, regulations, directives, rules or requirements of all federal, state, city, county or other governmental, public or quasi-public authorities, bodies, boards or agencies, or all departments or bureaus thereof, now existing or hereafter created, including, without limitation, all building, zoning, environmental, health and fire-safety laws, the Americans With Disabilities Act of 1990, the Occupational and Safety and Health Act of 1970, and all laws related to Hazardous Substances, including all amendments thereto and all regulations promulgated thereunder.

(HH) "Lease Year": Each and every successive twelve (12)-month period during the Lease Terms, as same may be extended or renewed; provided, however, the first such twelve (12)-month period shall be deemed to commence on the first day of the month in which the Commencement Date falls.

(II) "Mortgage": Any mortgage, deed of trust or security deed encumbering the Premises.

(JJ) "Mortgagee": Any holder of a Mortgage.

(KK) "Obligated Party": The party obligated to perform the Compliance Work in accordance with the terms of Paragraph 3.4.

(LL) "Rate": The total of (i) the annual percentage rate announced by Wachovia Bank of Georgia, N.A., as its prime rate, plus (ii) two (2%) percent, but in no event higher than the highest rate enforceable by Laws.

(MM) "Remaining Term": That portion of the Lease Term commencing with the Default Termination and ending on the Termination Date.

(NN) "Rent Inducements": The combined aggregate dollar amount of: (i) all improvements, alterations, construction or Work to the Premises performed by or on behalf of Landlord in conjunction with this Lease or Tenant's use of the Premises, including, without limitation, such improvements, alterations, construction or Work as is described in Exhibit "B"; plus (ii) all real estate brokerage commissions paid or incurred by Landlord with respect to this Lease.

(OO) "Restoration Cost": The total cost to restore damage or destruction to the Premises.

(PP) "Signs": All lettering, signs, awnings, advertising matter, or any other items of any kind on the roof, door, windows, store front, or the exterior of the Premises or Common Areas.

(QQ) "Special Stipulations": Those special stipulations, if any, annexed to this Lease as Exhibit "A".

(RR) "Taxes": All general and special real estate taxes, and valorem taxes, assessments (including, without limitation, general and special assessments for public improvements or benefits whether or not commenced or completed during the Lease Term, as same may be extended or renewed, and sanitary and trash removal assessments), water charges, sewer rents and all other taxes and assessments levied, assessed or imposed at any time by any municipal, county or state government or any other governmental authority or agency upon or against the Development or any portion thereof, and also any tax or assessment levied, assessed or imposed against the Development or any portion thereof at any time by any governmental authority or agency in connection with any franchise or the receipt of any income, rent or profit from the Development to the extent that same shall be


in lieu of all or a portion of any of the aforesaid taxes or assessments upon or against the Development, and any sales or use tax imposed by any Laws by reason of or in any way related to the occupancy or use of the Premises or the payment of rental therefor by Tenant.

(SS) "Tenant Default": The occurrence of any one or more of the following events or occurrences, each of which shall be deemed to be a material default and breach of this Lease by Tenant: (i) Landlord does not actually receive any payment of the full amount of Aggregate Rent or additional rent or any other payment or reimbursement due hereunder punctually on the due date thereof; (ii) Tenant fails to fully and punctually perform any of the terms or covenants of this Lease; (iii) any representation, statement or warranty made by Tenant, in this Lease, or in any information sheet or document furnished by Tenant or any guarantor hereof with respect to the net worth, liabilities, assets or financial condition of Tenant or any guarantor hereof, or any other matters, shall be or prove to be untrue or misleading; or (iv) Tenant shall be in default, in the payment of rent or otherwise, under another lease or leases with Landlord or any affiliate of Landlord.

(TT) "Tenant Repairs": All repairs, replacements, rebuilding, painting, cleaning and maintenance, foreseen or unforeseen, ordinary or extraordinary, which are not expressly defined as Landlord Repairs, to the Premises and all portions thereof, including, without limitation, all trade fixtures and other fixtures and equipment contained in or on the Premises, all improvements and alterations to the Premises, the exterior and interior portions of all windows, doors, glass, plate glass, store fronts, locks, hardware, Signs, or any casing, frames or caulking which support or surround same, any damages caused by wood-destroying organisms, all grease traps, and all plumbing, sewage, drainage, fire protection sprinkler system, electrical, heating, ventilating and air conditioning equipment and systems located whether on the exterior or in the interior, or within or on the walls, of the Premises, and all interior walls, floors and ceilings.

(UU) "Termination Date": The date of termination of the Lease Term, as set forth in Subparagraph 1.1(H).

(VV) "Unamortized Portion": The remaining balance as of the date of Default Termination of the portion of the Rent Inducements, calculated as if the Rent Inducements were paid monthly over the Lease Term, together with interest compounded monthly thereon at the rate of ten (10%) percent per annum. By way of example, if the Rent Inducements equal One Thousand and No/100 ($1,000.00) Dollars and the Lease Term is for five (5) years, the Unamortized Portion of Rent Inducements at the end of the third year of the Lease Term equals Four Hundred Sixty and 44/100 ($460.44) Dollars.

(WW) "Utilities": All water, water pressure, gas, electricity, fuel, light, heat, power, telephone, sewage service, trash removal, sanitary charges and assessments, security protection, or any other utilities or services attributable to or servicing the Premises or Development.

(XX) "Work": All work, labor or service done, or materials furnished for any work, repair, rebuilding. replacement, painting, cleaning, maintenance, improvement, alteration, or addition to the Premises or the Development, including, without limitation, Compliance Work, Landlord Repairs and Tenant Repairs.

1.2 EXHIBITS. The Exhibits enumerated in this Paragraph 1.2 (if used) and annexed to this Lease are incorporated in this Lease by this reference and are to be construed as part of this Lease:

(A) Exhibit "A": Special Stipulations.

(B) Exhibit "B": Description of initial Work to be performed by Landlord.

(C) Exhibit "C": Tenant Improvement Guidelines.

(D) Exhibit "D": Site plan of the Development.

(E) Exhibit "E": General floor plan area of the Premises.

(F) Exhibit "F": Commission Agreement.

ARTICLE II
RENT

2.1 MINIMUM RENT. (A) Tenant shall pay the Minimum Rent to Landlord at Landlord's address set forth above, or at such other place as Landlord may designate from time to time, without notice or demand therefor, and without any abatement, deduction, diminution or set-off whatsoever, punctually in advance on the Commencement Date and the first day of each succeeding calendar month thereafter throughout the Lease Terra, as same may be extended or renewed. If mailed, the Minimum Rent and all other payments under this Lease shall be mailed in sufficient time and with adequate postage thereon to be actually received by Landlord not later than the due date. A pro rata monthly installment of the Minimum Rent shall be due for the first month of the Lease Term if the Commencement Date is a day other than the first day of a calendar month, and for the last month of the Lease Term if the Lease Term for any reason terminates on a day other than the last day of a calendar month.

2.2 SECURITY DEPOSIT. Tenant has, simultaneously with the execution of this Lease, deposited with Landlord the Initial Payment, which sum consists of the first month's Minimum Rent and Landlord's estimate of Tenant's Proportionate Share of Common Area Maintenance, and the Security Deposit. The Security Deposit represents security for the faithful performance and observance by Tenant of each and every term and covenant of this Lease. In the event of any Tenant Default, including, without limitation, the payment of any rental or other sum payable hereunder, landlord may, but shall not be required to, use, apply or retain the whole or any part of the Security Deposit to the extent required for the payment of any rent, or for any other sum which Landlord may expend or be required to expend by reason of or related to such Tenant Default, including, without limitation, any damages or deficiency in the reletting of the Premises, whether such damages or deficiency accrue before or after summary proceedings, or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms and covenants of this Lease, the Security Deposit (or the balance thereof in the event Landlord has utilized any portions thereof) shall be returned to Tenant within thirty (30) days after (A) the Termination Date, and (B) physical delivery of possession of the entire Premises by Tenant to


Landlord. Whenever and as often as the amount of Security Deposit shall be diminished by Landlords application thereof, Tenant shall, within five (5) days after Landlord's request therefor, deposit additional money with Landlord sufficient to restore the Security Deposit to its original amount. The Security Deposit shall not constitute liquidated damages. No interest shall be payable to Tenant related to the Security Deposit. Landlord may commingle the Security Deposit with any of Landlord's other funds. In the event of sale or transfer of the Premises, or any cessation of Landlord's interest therein, Landlord shall assign any unapplied portion of the Security Deposit to the succeeding owner of the Premises, and from and after such assignment, Landlord shall be relieved of any liability with respect thereto, and Tenant shall look solely to such new owner for the return of the Security Deposit.

2.3 RENT INDUCEMENTS. The Rent Inducements are absolutely and irrevocably due and payable by Tenant to Landlord at the time of execution of this Lease as accrued and presently due additional rent, and not as damages or a penalty, subject only to the potential waiver thereof by Landlord as expressly set forth in this Paragraph 2.3. Based upon the covenant of Tenant to perform all obligations of Tenant under this Lease throughout the entire Lease Term in timely and exact accordance with the terms of this Lease, Landlord has agreed to defer the right to receive payment of the Rent Inducements until the earlier to occur of (A) the Termination Date, or (B) the date of Default Termination, rather than at the time of execution of this Lease. In the event that no Default Termination occurs, then on the Termination Date Landlord shall, at such time and in such event, waive the right to collect the Unamortized Portion of the Rent Inducements, but in no other event shall there be any such waiver. Nothing contained in this Lease shall create any Rent Inducements, except to the extent that Rent Inducements are expressly provided for in this Lease. The recovery of Rent Inducements is not an exclusive remedy available to Landlord in the event of Tenant Default, but is an additional remedy.

ARTICLE III
PREMISES

3.1 PREMISES DEMISED. The Premises are located in the Development. The Premises are demised and leased subject to all Laws, and the state of title of the Development, and any statement of facts which an accurate survey may disclose, together with all easements, Mortgages, agreements, encumbrances, and all other liens, charges or other matters of any nature, recorded or unrecorded, affecting the Premises or the Development. Notwithstanding the definition or description of the Premises or the method of calculation of the gross rentable square footage of the Premises, the Premises demised hereunder do not include the right to any usage whatsoever of the exterior walls, roof, or the land beneath the Premises, and Tenant shall not attach or place anything on the roof or exterior walls of the Premises, and Tenant shall not have access to the roof. No rights, licenses or easements are given to Tenant hereunder, except as expressly demised hereunder, and no easement for light or air is leased with or included in the Premises.

3.2 DELIVERY AND ACCEPTANCE OF POSSESSION. Landlord exercise a good faith effort with respect to delivering possession of the Premises to Tenant, but in the event that possession of the Premises is not delivered to Tenant within ninety (90) days after the date first specified in Subparagraph 1.1(G), then and in that event either Landlord or Tenant shall have the right to terminate this Lease by delivering written notice of such termination to the other, whereupon this Lease shall thereupon become null and void and of no further force or effect whatsoever in law or equity, and Landlord shall not be liable to Tenant for any loss or damages related to such failure to deliver possession. Tenant has examined the Premises and the Development, and has accepted same in their present condition (subject only to such initial improvements to the Premises, if any, as Landlord is obligated to perform pursuant to Exhibit "B"), and without any representation or warranty by Landlord, express or implied, as to the condition thereof, or as to the use or occupancy which may be made thereof, or the effect of any Laws thereon.

3.3 USE OF PREMISES. The Premises shall be used only for the purposes described in Subparagraph 1.1(M) and for no other purposes whatsoever. In no event shall the Premises or any portion thereof be used in any of the following manners, nor for any of the following purposes: (A) any illegal usage, (B) any violation of any Laws or certificate of occupancy, (C) any manner which creates or permits a nuisance or trespass. (D) any manner which vitiates or increases the rate of Insurance, (E) any manner which produces, reproduces or transmits sounds which are audible outside the Premises, or any manner which emits an odor outside the Premises, (F) any manner which obstructs or encumbers the sidewalks or other Common Areas of the Development, (I) any manner which exceeds the floor load which such floor was designed, or is permitted by laws, to carry, or (J) any manner which generates, stores, treats, disposes of, installs or otherwise causes or permits any Hazardous Substance to be brought upon, or kept or used in or on the Premises. Tenant shall not burn any materials or rubbish upon or in the Premises or the Development. Tenant shall, at Tenant's expense, keep the Premises free of rubbish, and in a clean and orderly condition. This Lease does not contain any express or implied exclusive use provisions.

3.4 COMPLIANCE WITH LAWS. (A) Landlord shall, at all times during the Lease Term, as same may be extended or renewed, perform all Compliance Work which is applicable to (i) the Premises in general, and is not in any way related to Tenant's particular or specific use or occupancy of the Premises, or
(ii) any Hazardous Substance which was placed in, on or upon the Premises prior to the Commencement Date by any party other than Tenant or the Invitees of Tenant.

(B) Except with respect to those items of Compliance Work which are the responsibility of Landlord in accordance with the express terms of Subparagraph 3.4(A), Tenant shall not violate, nor take any action or fail to take any action which would result in Landlord or the Premises being in violation of, any Laws, whether or not the Laws relate to or be for a period prior to the Commencement Date, or relate to or involve any extraordinary or ordinary, or structural or non-structural. Compliance Work of or to any structure upon or adjacent to the Premises, irrespective of whether the Laws or Compliance Work be of a kind that might be deemed to be now within the contemplation of Landlord and Tenant, and Tenant shall, at all times during the Lease Term, as same may be extended or renewed, promptly comply with (i) all provisions, recommendations and requirements of any fire, liability or other insurer affecting or covering the Premises and Development, or any part thereof, and (ii) all Compliance Work arising out of or related to Tenant's particular or specific use or occupancy of the Premises. Tenant shall, and does hereby, indemnify and hold harmless Landlord from and against all Claims arising out of or related to the obligations of Tenant under this Subparagraph 3.4(B). Tenant shall promptly procure and thereafter maintain all licenses and permits which are necessary or desirable to maintain and operate the business of Tenant in the Premises.

(C) Notwithstanding anything contained in this Paragraph 3.4 to the contrary, in the event that the Compliance Cost exceeds the aggregate sum of Minimum Rent for the Lease Year in which the need to perform the Compliance Work arises,


the Obligated Party shall be entitled to elect to terminate this Lease rather than perform the Compliance Work, by giving written notice of termination to the other party, which notice must be given within twenty (20) days after the Obligated Party (i) becomes aware of the requirement for the Compliance Work, and (ii) ascertains the approximate or exact Compliance Cost. In the event that the Obligated Party terminates this Lease pursuant to this Subparagraph 3.4(C), the other party may, within ten (10) days after such notice of termination, agree to perform the Compliance Work at such other party's sole expense, in which event this Lease shall continue in effect unless the other party fails to perform the Compliance Work within any applicable time limitation imposed by Laws.

3.5 ACCESS TO PREMISES. Landlord shall be entitled to have free access to the Premises at all limes for purposes of inspecting, examining, showing or displaying the Premises, or for making any repairs thereto or to Landlord's adjoining property, and also during the last ninety (90) days of the Lease Term for purposes of placing any "For Lease" notices on the Premises. No such notices shall be removed, molested or hidden by Tenant. Any such entry or action shall not be deemed an actual or constructive eviction or disturbance of Tenant, nor shall Tenant be allowed any abatement of rent of any sort, or damages for any injury and inconvenience occasioned thereby. Nothing contained in this Paragraph 3.5 or elsewhere in this Lease shall obligate Landlord in any fashion tinder any circumstances to enter or inspect the Premises.

3.6 QUIET ENJOYMENT. Tenant, upon paying the Minimum Rent and all other sums and charges provided for in this Lease, and in observing and keeping all covenants of this Lease on the part of Tenant to be observed and kept, shall quietly have and enjoy the Premises during the Lease Term, as same may be extended or renewed, without hindrance or molestation by anyone claiming by, through or under Landlord, subject, however, to the exceptions, reservations and conditions of this Lease.

ARTICLE IV
COMMON AREAS AND DEVELOPMENT

4.1 COMMON AREAS. Landlord hereby grants to Tenant a non-exclusive license to use the Common Areas, such usage to be in common with the usage of Landlord and the tenants of the Development and any third parties designated by Landlord, and their respective invitees. Notwithstanding any other provision of this Lease, Landlord shall be entitled to designate specific areas or spaces in the parking lot of the Development for the parking of automobiles and other vehicles of Tenant and Tenant's employees, and upon such designation Tenant and Tenant's employees shall park their automobiles and other vehicles in such areas or spaces only.

4.2 COMMON AREA MAINTENANCE. Tenant shall pay to Landlord as additional rental on the first day of each month in advance during the Lease Term, as same may be extended or renewed, Landlord's estimate of Tenant's Proportionate Share of Common Area Maintenance, as set forth herein. At any time after the expiration of each Calendar Year, Landlord shall determine the costs and expenditures of Common Area Maintenance for such Calendar Year, together with the determination of Tenant's Proportionate Share thereof. In the event that the amounts for the preceding Calendar Year paid by Tenant under this Paragraph 4.2 shall be (A) less than Tenant's Proportionate Share thereof, as so determined by Landlord, the deficiency shall be paid by Tenant to Landlord within twenty (20) days after notice of such determination, or (B) more than Tenant's Proportionate Share thereof, as so determined by Landlord, the excess shall be retained by Landlord and credited to the next sums due from Tenant under this Paragraph 4.2. At the time of such determination of the cost of Common Area Maintenance for each Calendar Year, Landlord shall notify Tenant of the monthly sum to be paid by Tenant to Landlord during the remaining months of such Calendar Year, which determination shall be based in part on the statement of expenses for the preceding Calendar Year as modified by any known or anticipated increases in the cost of said services. Tenant shall make such payments in such amounts as are provided for herein until receipt of notice from Landlord of any change in such amounts.

4.3 DEVELOPMENT. Landlord shall have the unrestricted right to construct additional improvements in the Development or increase, reduce, eliminate, relocate or change the size, dimensions, design, height, number of stories or location of any or all Common Areas, buildings or other improvements in the Developments, from time to time in any manner whatsoever as Landlord shall deem appropriate.

ARTICLE V
UTILITIES AND SERVICES

5.1 UTILITIES AND SERVICES. Tenant shall contract for all Utilities in Tenant's name and pay when due all costs, charges and deposits related to the hook-up, furnishing, consumption. maintenance and installation of all Utilities. Landlord shall have no liability to Tenant or any other party for any inadequacy, cessation or interruption of any Utilities.

ARTICLE VI
REPAIRS AND MAINTENANCE

6.1 TENANT REPAIRS. (A) All Tenant Repairs shall be made promptly as and when needed by Tenant. Except for those items which are expressly defined as Landlord Repairs, Tenant shall keep and maintain the Premises and all buildings and improvements thereon and all portions thereof, throughout the Lease Term, as same may be extended or renewed, in good order, condition and repair. All Tenant Repairs shall be performed at Tenant's sole expense with materials and labor of the kind and quality equal or superior to the original Work. Tenant shall keep in force at all times during the Lease Term, and all extensions and renewals thereof, a standard maintenance agreement which requires at least a semi-annual inspection of all heating, ventilating and air conditioning equipment, and provide a copy of such agreement to Landlord. Tenant shall surrender the Premises at the expiration of the Lease Term, as same may be extended or renewed, broom clean and in as good condition as when received, or in such better condition as the Premises may be put during the Lease Term, as same may be extended or renewed, except only that deterioration caused by normal and ordinary wear and tear, or fire or other casualty not caused by Tenant.


6.2 LANDLORD REPAIRS. Landlord shall make necessary Landlord Repairs only. Landlord has delivered exclusive control of the Premises to Tenant, and Landlord shall have no obligation to inspect the Premises. Landlord's obligation for Landlord Repairs is expressly conditioned upon actual receipt by Landlord's property manager of written notice of the need for such Landlord Repairs, and upon actual receipt of such notice Landlord shall commence such Landlord Repairs within a reasonable time. In no event shall Tenant be entitled to withhold or offset any payment of Minimum Rent or any other sum payable under this Lease due to any breach by Landlord of this Paragraph 6.2 or any other provision of this Lease.

6.3 FIXTURES AND PERSONAL PROPERTY All trade fixtures installed in the Premises by Tenant may be removed at any time by Tenant provided that Tenant is not in default in the performance of any obligations of Tenant hereunder, and further provided that Tenant shall, at Tenant's sole expense, simultaneously restores any damage to the Premises caused by such removal. All carpeting, floor covering and other fixtures and equipment installed in the Premises by Tenant shall, at the option of Landlord, be promptly removed by Tenant on termination of this Lease, whereupon Tenant shall promptly restore any damage to the Premises caused by such removal; provided, however, that in the event that Landlord does not so elect to cause Tenant to remove any of said carpeting, floor covering, fixtures or equipment, all of same remaining on the Premises shall become the sole properly of Landlord upon the termination of this Lease, without the necessity of further documentation.

6.4 ALTERATIONS BY TENANT. Tenant shall not alter the Premises or any part thereof without first: (A) submitting to Landlord written plans and specifications in reasonable detail of any proposed alterations, and (B) obtaining Landlord's prior written approval thereof. All repairs to such alterations shall be Tenant Repairs. Any such alterations shall immediately upon installation become the property of Landlord and shall remain upon the Premises upon termination of this Lease unless Landlord at Landlord's option shall require the restoration of the Premises to the condition thereof on the Commencement Date, in which event Tenant shall so restore the Premises prior to the Termination Date.

6.5 LIENS. Tenant shall promptly pay for all Work performed by or on behalf of Tenant or any party holding the Premises through or under Tenant, and Tenant shall not permit any mechanic's, materialman's or any other type of lien or claim of lien to be filed against the Premises by reason of or related to any Work supplied or claimed to have been supplied to Tenant or anyone holding the Premises through or under Tenant. In the event that any such mechanic's, materialman's or other lien or claim of lien shall at any time be filed against or affecting Landlord, the Premises or the Development, whether said lien or claim of lien be valid or not, Tenant shall indemnify and hold Landlord harmless from same. Nothing in this Lease shall be construed in any way as: (A) constituting the consent, authorization or request, express or implied, of Landlord to any contractor, subcontractor, laborer, mechanic, materialman or any other party for the performance of any Work to or for the benefit of Landlord, or (B) giving Tenant the right, power or authority to act as agent of Landlord or on behalf of Landlord in causing, contracting for, or permitting any Work.

ARTICLE VII
SIGNS

7.1 SIGNS. Tenant shall not place or maintain any Signs on the Premises or Common Areas, without first obtaining prior written consent from both Landlord and all governmental bodies having jurisdiction thereof. Those Signs which both comply with this Paragraph 7.1 and are within the criteria for Signs set forth in Exhibit "C", if any, are deemed approved by Landlord. All Signs shall be Tenant Repairs and comply with all Laws. In the event that Landlord elects to remodel or renovate all or a substantial portion of the Development, Landlord shall be entitled to require Tenant to replace any or all of such Signs with such substitute Signs as are furnished by Landlord, at Landlord's sole expense, provided such Signs so provided by Landlord are consistent with the overall remodeling or renovation plan of Landlord.

ARTICLE VIII
INSURANCE, INDEMNITY, DAMAGE AND DESTRUCTION

8.1 INSURANCE. Tenant shall obtain and maintain in full force during the Lease Term, as same may be extended or renewed, with respect to the Premises, comprehensive general public liability insurance, with contractual liability endorsement, with coverage in amounts not less than One Million and No/100 ($1,000,000.00) Dollars with respect to property damage, bodily injury, personal injury or death to one or more persons, which insurance shall insure the interest of Landlord and Tenant and any designees of Landlord, including without hesitation, any Mortgagee.

8.2 INDEMNITY; LIABILITY OF LANDLORD. (A) Tenant shall, and does hereby, indemnify, release and save harmless the Landlord Group from and against all Claims arising out of or related to (i) any loss of life, personal injury or property damage, (ii) , or (iii) any transaction or occurrence in, on, upon or involving the Premises.

(B) Tenant shall store, sell and use Tenant's property, fixtures, inventory and equipment, and shall use and occupy the Premises and all other portions of the Common Areas and the Development, at Tenant's sole risk, and Tenant shall and does hereby release the Landlord Group from and against all Claims of any nature arising out of or related thereto.

(C) Notwithstanding anything in this lease to the contrary, neither Landlord nor the Landlord Group shall have any personal liability hereunder and Tenant shall look solely to the estate and property of Landlord in the land and buildings comprising the Development for the collection of any judgment or other judicial process arising out of any Claims arising out of or related to any default or breach by Landlord under this Lease, and no other assets of Landlord, or the Landlord Group, shall be subject to levy, execution or other procedures for the satisfaction of any remedies of Tenant.

(D) This Paragraph 8.2 shall survive the termination of this Lease.


8.3 INSURANCE REIMBURSEMENT. (A) Tenant shall pay to Landlord upon demand, as additional rent, without offset or deduction, throughout the Lease Term, as same may be extended or renewed, the amount by which Tenant's Proportionate Share of such Insurance as is carried by Landlord for the then Calendar Year exceeds Tenant's Proportionate Share of such Insurance as is carried by Landlord for the Base Year

(B) A pro rata installment of Tenant's Proportionate Share of such Insurance as is carried by Landlord shall be due for the last Lease Year of the Lease Term, as same may be extended or renewed, if the Lease Term for any reason terminates on a day other than the 31st day of December. The obligation of Tenant with respect to this Paragraph 8.3 shall survive the expiration of the Lease Term, the recovery of Tenant's Proportionate Share hereunder being a recovery for the Calendar Year in which payable hereunder.

(C) Any delay or failure of Landlord in computing or billing under this Paragraph 8.3 not prejudice the right of Landlord to thereafter render bills for such period or any subsequent period, nor constitute a waiver of or in any way impair the continuing obligation of Tenant to pay Tenant's Proportionate Share of Insurance. Photostatic copies of bills for Insurance submitted by Landlord to Tenant shall be conclusive evidence of the actual amount thereof.

8.4 DAMAGE BY FIRE OR OTHER CASUALTY. Tenant shall immediately notify Landlord of any damage or destruction to the Premises. In the event that (A) by reason of any damage or destruction, the Premises are rendered wholly untenantable, (B) the Premises are damaged as a result of a casualty, event, or risk which is not adequately covered by Landlord's fire insurance, (C) the Premises are damaged in whole or in part during the last twelve (12) months of the Lease Term or any extension or renewal thereof, or (D) the building of which the Premises are a part (whether the Premises are damaged or not) should be damaged to the extent that the Restoration Cost equals or exceeds thirty (30%) percent of the monetary value of such building, at the time of such damage, then, in any of such events, Landlord may elect either to (i) repair the damage to the Premises (provided that Landlord's obligations to so repair shall not exceed in scope or expense the work done by Landlord with respect to the Premises prior to the Commencement Date), whereupon Rent shall be abated proportionately as to that portion of the Premises rendered untenantable during the period of such repair and restoration, or (ii) terminate this Lease by notice of termination delivered to Tenant at any time after the occurrence of such damage, whereupon this Lease shall expire upon the date set forth in such notice, and Tenant shall vacate and surrender the Premises to Landlord on such date. Landlord shall give notice to Tenant of such election within sixty (60) days after the occurrence of such damage or destruction. In the event that Landlord does repair any damage as provided hereunder, any abatement of rent shall end when the Premises have been substantially repaired. Notwithstanding anything contained in this Paragraph 8.4 to the contrary, in the event that the Restoration Cost exceeds the aggregate sum of Minimum Rent for the Lease Year in which the damage or destruction occurs, Landlord shall be entitled to terminate this Lease rather than perform such repairs and restoration, by giving notice of termination to Tenant, which notice must be given within twenty (20) days after Landlord (x) becomes aware of such damage or destruction, and (y) ascertains the approximate or exact Restoration Cost.

ARTICLE IX
ASSIGNMENT SUBLETTING AND SUCCESSORS

9.1 ASSIGNMENT AND SUBLETTING. Without the express prior written consent of Landlord neither Tenant, nor Tenant's legal representatives or successors in interest by operation of Laws or otherwise, shall directly or indirectly assign this Lease or sublet all or any part of the Premises, or use or permit the Premises or any part thereof to be used, occupied or managed by any party or parties other than Tenant. For purposes of this Paragraph 9.1, an assignment of this Lease, as prohibited hereunder, shall include, without limitation (A) any voluntary or involuntary transfer, including, without limitation, any transfer by operation of Laws, (B) any merger, consolidation or liquidation involving Tenant or any stock of Tenant, (C) any entry into or change in any license, concession, management or operating agreement or arrangement with respect to the management or operation of the business conducted on the Premises, (D) in the event that Tenant is a partnership, a transfer of a general partnership interest or a majority of limited partnership interests, or the right to vote such interests (E) in the event that Tenant is a corporation whose stock is not listed on a nationally recognized security exchange, one or more sales or transfers of stock, or of the right to vote such stock, by operation of Laws or otherwise, or creation of a new stock, by which an aggregate of fifty (50%) percent or more of Tenant's stock or the right to vote such stock shall be vested in a party or parties who are non-stockholders as of the date of execution of this Lease, which stock ownership shall be determined in accordance with the principles set forth in Section 544 of the Internal Revenue Code of 1986, and the term "right to vote" shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation. Consent to any assignment or sublease shall not vitiate or waive this provision, and all later assignments and subleases shall likewise be made only upon the prior written consent of Landlord. In the event that Tenant shall desire to assign this Lease or sublet the Premises or any portion thereof, then Tenant shall (i) promptly notify Landlord in writing of such desire, identifying such assignee or subtenant, and furnishing Landlord with complete financial and business information about such proposed assignee or subtenant, and (ii) simultaneously pay to Landlord a non-refundable processing fee in the amount of Two Hundred Fifty and No/100 ($250.00) Dollars. Upon receipt of a request to assign or sublet as set forth in the immediately preceding sentence, Landlord shall be entitled, at Landlord's sole option, to approve or disapprove such assignment or sublease; any such disapproved assignment or sublease shall be void ab initio. Tenant shall, upon any assignment or subletting, furnish Landlord with a true and complete copy of all assignment or sublease documents, and shall advise Landlord of the rental amounts pursuant to such assignment or sublease. Subtenants or assignees shall not prepay any rental to any party other than Landlord more than one (1) month in advance, and shall become, at Landlord's option, liable directly to Landlord if Landlord so elects. In the event that this Lease is assigned or sublet, Landlord may, and is hereby empowered, at Landlord's option, to collect rent from the assignee or subtenant; in the event that Landlord does so collect rent from such assignee or subtenant, Landlord shall apply the net amount received by Landlord to the rent payable by Tenant, and no such receipt of rent shall be deemed to be: (x) a waiver of the covenant herein against assignment and subletting, (y) an acceptance of the assignee or subtenant as Landlord's tenant, or (z) a release of Tenant from the further performance of the obligations of Tenant under this Lease. No sublessee or assignee shall be entitled to further assign any interest under this Lease or such sublease, or sublet all or any portion of the Premises without the express prior written consent of Landlord. In the event that this Lease shall be assigned or the Premises sublet by Tenant at a rental rate that exceeds the Minimum Rent to be paid to Landlord by Tenant hereunder or Tenant receives


any other consideration, then and in such event one-half of all such excess Minimum Rent and all such other consideration shall be immediately paid over to Landlord by Tenant upon receipt by Tenant as additional rent due from Tenant to Landlord hereunder. Notwithstanding anything contained in this Lease to the contrary, no subtenant or assignee may exercise, and Tenant shall have no right to exercise for the benefit of any such assignee or subtenant, any expansion option, right of first refusal option, renewal or extension option, or similar option or rights under this Lease. Tenant shall in all events remain fully liable to Landlord for all obligations of Tenant under this Lease, regardless of any assignment or subletting or any consent by Landlord thereto.

9.2 SUCCESSORS AND ASSIGNS. The provisions of this Lease shall bind and inure to the benefit of Landlord and Tenant and their respective successors, heirs, legal representatives and assigns; provided, however, that no assignment or subletting by, through or under Tenant in violation of Paragraph 9.1 shall vest in such assignee or subtenant any right, title or interest whatsoever. Upon any sale or conveyance of the Premises, the Landlord named herein shall be, and hereby is, entirely free and relieved of all covenants and obligations of Landlord hereunder arising or occurring on or after such sale or conveyance.

ARTICLE X
CONDEMNATION

10.1 CONDEMNATION. In the event of Condemnation of the whole of the Premises, this Lease shall terminate. In the event of Condemnation of only a part of the Premises (A) then, effective as of the date of vesting of title, the Minimum Rent hereunder shall be abated in an amount apportioned according to the area of the Premises so condemned, and (B) Landlord, whether or not the Premises be affected, may, at Landlord's option, terminate this Lease by notifying Tenant of such termination; if Landlord elects not to so terminate this Lease, this Lease shall be and remain unaffected by such Condemnation, except that the Minimum Rent hereunder shall be abated to the extent, if any, hereinbefore provided. In the event of any Condemnation of all or a portion of the Premises, Tenant shall be entitled to an award for Tenant's relocation expenses and the leasehold improvements placed on the Premises by Tenant at Tenant's expense; Landlord shall be entitled to receive the balance of the award in such Condemnation proceeding, including, without limitation, any award for the value of the unexpired portion of the Lease Term and the interest vested by this Lease in Tenant, and Tenant hereby expressly and irrevocably assigns to Landlord all right, title and interest of Tenant now or hereafter arising in or to any such award or any part thereof, and Tenant shall be entitled to receive no part or such award. Any restoration to the Premises made necessary by Condemnation shall be performed by Tenant at Tenant's sole expense.

ARTICLE XI
DEFAULT

11.1 DEFAULT. (A) Upon the occurrence of any one or more events of Tenant Default, Landlord may, at Landlord's option, without any demand or notice whatsoever, except as expressly required in this Paragraph 11.1:

(i) Terminate this Lease by giving Tenant notice of termination, which shall constitute a Default Termination, in which event this Lease shall expire and terminate on the date specified in such notice of Default Termination, and Tenant shall remain liable for all obligations of Tenant under this Lease arising up to the date of Default Termination, and Tenant shall surrender the Premises to Landlord on the date specified in such notice; or

(ii) Without terminating this Lease, and with or without notice to Tenant, Landlord may in Landlord's own name but as agent for Tenant enter into and upon take possession of the Premises or any part thereof, and, at Landlord's option, remove persons and property therefrom, and such property, if any, may be removed and stored in a warehouse or elsewhere at the cost of, and for the account of, Tenant, all without being deemed guilty of trespass or being liable for any loss or damage which may be occasioned thereby, and Landlord may rent the Premises or any portion thereof as the agent of Tenant with or without advertisement, and by private negotiations and for any term upon such terms and conditions as Landlord may deem necessary or desirable in order to relet the Premises. Landlord shall in no way be responsible or liable for any rental concessions or any failure to rent the Premises or any part thereof, or for any failure to collect any rent due upon such reletting. Upon each such reletting, all rentals received by Landlord from such reletting shall be applied: first, to the payment of any indebtedness (other than any rent due hereunder) from Tenant to Landlord; second, to the payment of any costs and expenses of such reletting, including, without limitation, brokerage fees and attorney's fees and costs of alterations and repairs; third, to the payment of rent and other charges then due and unpaid hereunder; and the residue, if any, shall be held by Landlord to the extent of and for application in payment of future rent as the same may become due and payable hereunder. In reletting the Premises as aforesaid, Landlord may grant rent concessions and Tenant shall not receive credit therefor. In the event that such rentals received from such reletting shall at any time or from time to time be less than sufficient to pay to Landlord the entire sums then due from Tenant hereunder, Tenant shall pay any such deficiency to Landlord. Such deficiency shall, at Landlord's option, be calculated and paid monthly. No such reletting shall be construed as an election by Landlord to terminate this Lease unless a written notice of such election has been given to Tenant by Landlord. Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for any such previous Tenant Default, provided such Tenant Default has not been cured; or

(iii) Terminate this Lease and recover from Tenant all damages which Landlord may incur by reason of Tenant Default, including, without limitation, a sum which, at the date of Default Termination represents the present value (discounted at a rate equal to the then average rate for Moody's "AAA" rated corporate bonds with maturities equal to the Remaining Term) of the excess, if any, of (x) the Aggregate Rent, and all other charges and sums which would have been payable hereunder by Tenant for the Remaining Term, over (y) the aggregate reasonable rental value of the Premises for the same period, all of which present value of such excess sum shall be immediately due and payable. Such payment shall constitute liquidated damages to Landlord, Landlord and Tenant acknowledging and agreeing that it is difficult to determine the actual damages Landlord would suffer by virtue of Tenant Default and that the agreed-upon liquidated damages are not punitive or a penalty and are just, fair and reasonable, all in accordance with O.C.G.A. [ILLEGIBLE] 13-6-7; or


(iv) Without liability to Tenant or any other party and without constituting a constructive or actual eviction, suspend or discontinue furnishing or rendering to Tenant any Work, or other services, so long as the Tenant Default continues; or

(v) Allow the Premises to remain unoccupied and collect rent from Tenant as it comes due; or

(vi) Take possession of and sell any personal property on the Premises, and apply the net proceeds therefrom as a credit against all Minimum Rent or other sums due by Tenant to Landlord; or

(vii) Pursue such other remedy or remedies as are available at law or equity, including, without limitation, an action for specific performance requiring Tenant to perform Tenant's obligations under this Lease.

(B) The late payment by Tenant to Landlord of Minimum Rent or any other sums due hereunder shall cause Landlord to incur costs not contemplated by this Lease, the exact amount of which would be extremely difficult and impractical to ascertain. Such costs include, without limitation, processing, clerical and accounting charges, lost interest and late charges which may be imposed on Landlord by the terms of a Mortgage. Therefore, in the event that Landlord does not actually receive any installment of Minimum Rent or any other sum due under this Lease by 5:00 p.m. on the fourth (4th) day after the due date thereof, Tenant shall pay to Landlord as additional rent, and not as a penalty, a late charge equal to five (5%) percent of each such installment of Minimum Rent or other sum, or Fifty and No/100 ($50.00) Dollars, whichever is greater. In addition, Tenant shall pay to Landlord Fifty and No/100 ($50.00) Dollars for each check presented to Landlord in payment of Minimum Rent or other obligations hereunder which is not paid by the bank upon which such check is drawn.

(C) Landlord's pursuit of any remedy or remedies, including, without limitation, any one or more of the remedies stated in Subparagraph 11.1(A), shall not (i) constitute an election of remedies or preclude pursuit of any other remedy or remedies provided in this Lease or any other legal or equitable remedy or remedies separately or concurrently or in any combination, or (ii) serve as the basis for any claim of actual or constructive eviction, or allow Tenant to withhold any payments under this Lease.

(D) In the event of Default Termination, any funds of Tenant held by Landlord may be applied by Landlord to any damages payable by Tenant (whether provided for herein or by Laws) as a result of such Default Termination.

(E) Neither the commencement of any action or proceeding, nor the settlement thereof, nor entry of judgment thereon shall bar Landlord from bringing subsequent actions or proceedings from time to time, nor shall the failure to include in any action or proceeding any sum or sums then due be a bar to the maintenance of any subsequent actions or proceedings for the recovery of such sum or sums so omitted.

(F) No termination of this Lease prior to the normal expiration thereof, by lapse of time or otherwise, shall affect Landlord's right to collect rent for the period prior to termination thereof. Tenant shall not exercise any right of termination arising out of any breach by Landlord of any provision of this Lease or the condition or state of repair of the Premises. No surrender of the Premises or any part thereof by delivery of keys or otherwise shall operate to terminate this Lease unless and until such termination is expressly accepted in writing by an authorized officer of Landlord.

(G) All Minimum Rent, additional rent, other rent, and any other costs, expenses, sums or amounts payable or reimbursable hereunder by Tenant to Landlord shall be deemed to be rental hereunder whether or not designated as such, which, if not promptly paid on or before the date due, time being of the essence, shall bear interest at the rate of the greater of (i) twelve (12%) percent per annum, or (ii) the Rate, from the due date until paid. Tenant waives all homestead rights and exemptions which Tenant may have under any Laws against any obligations owing under this Lease, and Tenant hereby assigns to Landlord all of Tenant's homestead and exemptions.

(H) The foregoing provisions of this Paragraph 11.1 shall apply to any renewal or extension of this Lease.

ARTICLE XII
MORTGAGES

12.1 MORTGAGES. (A) Upon request by any holder of a First Mortgage, Tenant shall subordinate Tenant's rights under this Lease to such First Mortgage, and to any advances to be made thereunder and the interest thereon, and to all renewals, modifications, replacements and extensions thereof. Tenant's rights under this Lease shall not be subordinate to the holder of the First Mortgage unless the holder thereof has requested that this Lease be subordinate thereto. Any Mortgagee, whether the holder of the First Mortgage or any other Mortgage affecting the Development, may elect to have this Lease made prior to such Mortgage, and in the event of such election and upon notification by any such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to any such Mortgage, whether this Lease is dated or filed prior to or subsequent to the date of such Mortgage.

(B) Tenant shall, in the event of exercise of the power of sale or deed in lieu of foreclosure under any Mortgage, attorn to and recognize such purchaser as landlord under this Lease; provided that said purchaser shall not be liable for any act or omission of any prior landlord or subject to any offsets or defenses which Tenant may have against any prior landlord or be bound by any amendment or modification of this Lease made without the prior written consent of such Mortgagee. Should any Mortgagee or purchaser require a separate agreement of attornment regarding the matters covered by this Lease, Tenant shall promptly, upon request, enter into any such attornment agreement.

(C) At any time and from time to time, Tenant shall, upon request from Landlord, execute, acknowledge and deliver to Landlord or any potential purchaser of the Development, or to any Mortgagee or potential Mortgagee, an estoppel certificate or statement in writing certifying to all or any part of the following information as Landlord shall request, provided such facts are true and ascertainable: (i) that this Lease constitutes the entire agreement between Landlord and Tenant and is unmodified and in full force and effect (or if there have been modifications, that same is in full force and effect as modified and stating the modification), (ii) the amounts of Minimum Rent, additional rent and other charges under this Lease and the dates to which same have been paid, and that there are no prepaid rents or other sums hereunder, and the amount of Security Deposit, (iii) that the Premises have been satisfactorily completed, and that all conditions precedent to this Lease taking effect have been carried out, (iv) that Tenant has accepted possession of the Premises, that the Lease Term has commenced, that Tenant is occupying the Premises and operating Tenant's business full-time therefrom, and there are no defaults or offsets which Tenant has against enforcement of this Lease by Landlord, and (v) the actual Commencement Date and Termination Date. Tenants certificate or statement shall also contain such other information as may be reasonably or customarily required by the present or potential purchaser or Mortgagee.

(D) In the event that, in connection with obtaining financing or refinancing for the Development, any banking, insurance or other recognized institutional lender shall request reasonable modifications in this Lease as a condition to such financing. Tenant shall not unreasonably withhold, delay or defer Tenant's consent thereto, provided that such modifications do not materially increase the obligations of Tenant hereunder or materially adversely affect the interest of


Tenant hereby created.

ARTICLE XIII
TAXES

13.1 TAX REIMBURSEMENT. (A) Tenant shall pay to Landlord upon demand, as additional rent, without offset or deduction, throughout the Lease Term, as same may be extended or renewed, the amount by which Tenant's Proportionate Share of Taxes for the then Calendar Year exceeds Tenant's Proportionate Share of Taxes for the Base Year.

(B) A pro rata installment of Tenant's Proportionate Share of Taxes shall be due for the last year of the Lease Term, as same may be extended or renewed, if the Lease Term, as same may be extended or renewed, for any reason terminates on a day other than the 31st day of December. The obligation of Tenant with respect to this Paragraph 13.1 shall survive the expiration of the Lease Term, as same may be extended or renewed, the recovery of Tenant's Proportionate Share hereunder being a recovery for the year in which payable hereunder.

(C) Landlord may, at Landlord's option, contest or seek a reduction of any Taxes, and the cost for any such contest or protest shall be considered part of the Taxes.

(D) No delay or failure of Landlord in computing or billing Tenant's Proportionate Share of Taxes shall prejudice the right of Landlord to thereafter render bills for such period or any subsequent period, nor constitute a waiver of nor in any way impair the continuing obligation of Tenant to pay Tenant's Proportionate Share of Taxes. In the event that the Development does not comprise exactly one tax parcel, Tenant shall pay Tenant's Proportionate Share of Taxes based upon the estimate of Landlord of the amount thereof. Photostatic copies of bills for Taxes submitted by Landlord to Tenant shall be conclusive evidence of the actual amount thereof.

13.2 PERSONAL PROPERTY. Tenant shall pay, prior to delinquency, all personal property taxes payable with respect to all property of Tenant located in the Premises, and shall promptly provide Landlord upon request therefor with proof of such payment.

ARTICLE XIV
MISCELLANEOUS

14.1 NO ESTATE IN LAND. This contract shall create the relationship of landlord and tenant between the parties hereto, and no estate shall pass out of Landlord. Tenant has only a usufruct hereunder, not subject to levy and sale, and not assignable by Tenant except as expressly provided in Paragraph 9.1.

14.2 HOLDING OVER. In the event that Tenant remains in possession of the Premises or any part thereof after expiration of the Lease Term with Landlord's express written consent, and without any express agreement between the parties as to rent, Tenant shall be a tenant at will and such tenancy shall be subject to all the provisions hereof except that the Minimum Rent for the entire hold-over period shall be at the rate of one hundred fifty (150%) percent of the rate of Minimum Rent in effect immediately prior to the expiration of the Lease Term, and there shall be no extension or renewal of this Lease by operation of Laws. In the event that Landlord does not expressly consent in writing to Tenant's holding over beyond the expiration of the Lease Term, then Tenant shall be a tenant at sufferance and shall owe Landlord compensation for the period of occupancy subsequent to the expiration of the Lease Term at a rate of one hundred fifty (150%) percent of the Minimum Rent in effect immediately prior to the expiration of the Lease Term, plus Tenant shall pay all other additional rents and other sums under this Lease, and there shall be no extension or renewal of this Lease by operation of Laws. Nothing in this Paragraph 14.2 or elsewhere in this Lease shall be construed as consent by Landlord to possession of the Premises by Tenant after the expiration of the Lease Term.

14.3 RECORDING. Neither this Lease nor any memorandum thereof shall be recorded in any public record without Landlord's express prior written consent.

14.4 NON-WAIVER. No failure by Landlord to timely bill Tenant for any payments hereunder, or to insist upon the strict performance, in any of one or more instances, upon any breach of any term, covenant or condition herein contained shall be deemed to be a waiver of such term, covenant or condition, nor of any subsequent breach of the same or any other term, covenant or condition herein contained. Any subsequent acceptance by Landlord of any Minimum Rent, additional rent, other rent, or any other sums due hereunder shall not be deemed to be a waiver of any preceding Tenant Default, other than the failure of Tenant timely to pay the particular sum so accepted, regardless of Landlord's knowledge of such preceding Tenant Default at the time of acceptance of such sum. No covenant, term or condition of this Lease shall be deemed to have been waived by Landlord unless such waiver be specifically expressed in writing by an authorized officer of Landlord.

No payment by Tenant or receipt by Landlord of an amount less than the Minimum Rent or other rent or other sum herein stipulated shall be deemed a waiver of Landlord's right to receive the entire amount herein stipulated. No partial payment or endorsement on any check or letter accompanying such payment or rent shall be deemed an accord and satisfaction, and Landlord may accept such payment without prejudice to Landlord's right to collect the balance of any rents due under the terms of this Lease. After service of any notice of termination, or other notice, or commencement of any suit or dispossessory or distress proceeding, Landlord may receive and collect any rent due and such collection or receipt shall not operate as a (A) reinstatement, continuance, renewal or extension of the Lease Term, or (B) waiver affecting such notice, suit or proceeding.

14.5 TIME OF THE ESSENCE. Time is of the essence of this Lease and all provisions contained herein.

14.6 SEVERABILITY. If any clause, provision, Article, Paragraph or Subparagraph of this Lease is or becomes unconstitutional, illegal, invalid or unenforceable because of present or future Laws, the remaining parts of this Lease shall not be affected thereby unless such invalidity is, in the sole determination of Landlord, essential to the rights of both parties, in which event Landlord shall be entitled to terminate this Lease by giving notice to Tenant.

14.7 SPECIAL STIPULATIONS. Any Special Stipulations which are annexed hereto shall control if in conflict with any of the provisions of this Lease.

14.8 NOTICES. All notices or demands with respect to this Lease shall be in writing.


No demands or notices to Tenant with respect to performance of any of Tenant's obligations hereunder shall be required unless expressly required under the terms of this Lease, and Tenant hereby waives any such notices or demands. In the event that the term Tenant, as used in this Lease, refers to more than one party, any notice, consent, approval, request, bill, demand or statement given as aforesaid to any of such parties shall be deemed to have been duly given to Tenant. Rejection or refusal by Tenant to accept, or inability to deliver, because of changed address of which no notice has been received, shall also constitute properly given notice. All notices or demands to Landlord shall be either hand-delivered or by receipted courier service or sent, certified mail, return receipt requested, to the address of Landlord specified in Subparagraph 1.1(B), or at such other place as an authorized officer of Landlord may designate to Tenant in writing, and such notices to Landlord shall be deemed validly and effectively given only if and when said hand-delivery or certified letter shall be actually received by Landlord.

14.9 HEADINGS AND TERMINOLOGY. The headings or captions contained in this Lease are for convenience and reference only and in no way define, affect or limit the scope or content of this Lease. All personal pronouns, if any, used in this Lease, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plurals; and the plurals shall include the singular. All references in this Lease to any Article, Paragraph or Subparagraph shall refer to the corresponding Article, Paragraph or Subparagraph of this Lease unless specific reference is made to the articles, paragraphs, subparagraphs, sections, subsections or subdivisions of another document or instrument.

14.10 ENTIRE AGREEMENT; AMENDMENT; CONSENTS. This Lease sets forth the entire agreement between the parties hereto concerning the Premises, and no representation, inducement, promise or agreement, oral or otherwise, between the parties not embodied herein, shall be of any force or effect. Tenant acknowledges that no real estate broker or agent, nor any of Landlord's agents, managers or leasing representatives have the power or authority to amend, modify, terminate or accept a surrender of this Lease, and such power and authority is vested solely in Landlord acting in writing through Landlord's duly authorized corporate officers. No amendment, modification, termination, change or addition to this Lease shall be binding upon either party unless reduced in writing and signed by Tenant and a duly authorized corporate officer of Landlord. Any consent required or requested of Landlord under this Lease or any portion thereof, including, without limitation, Paragraph 9.1, must be in writing, and may be granted or withheld by Landlord in Landlord's sole and absolute discretion, which may be exercised arbitrarily, without inquiry into the reasonableness or unreasonableness of the granting or withholding of same.

14.11 TENANT OBLIGATIONS. All rental payable under this Lease shall be absolutely "net" to Landlord except as to the obligations of Landlord expressly contained herein, and accordingly, all Claims related to all Taxes, Insurance or Work which are not specifically assumed by Landlord under this Lease are deemed to be the responsibility of Tenant. Tenant shall not be entitled to terminate this Lease, nor receive any abatement, deduction, deferment, suspension or reduction of, or setoff, defense or counterclaim against any rentals, charges or other sums payable by Tenant under this Lease, the parties hereto intending that the Minimum Rent and all other charges and sums payable by Tenant hereunder shall continue to be payable in all events unless the obligations to pay the same shall be terminated, abated or limited pursuant to the express provisions of this Lease. In the event that more than one Tenant is designated in Subparagraph 1.1(C) or elsewhere in this Lease, or more than one party executes this Lease as Tenant, then all of such parties shall be jointly and severally liable for all obligations of Tenant under this Lease.

14.12 AGENT. Agent is a party to this Lease for the sole and limited purpose of recognizing the right of Agent to a real estate brokerage commission with respect to this Lease pursuant solely to the terms of the Commission Agreement. Agent has no authority, express or implied, to (A) amend, modify, renew, extend or terminate this Lease, (B) bind Landlord in any fashion, (C) make any representation, statement, warranty or agreement as agent or on behalf of Landlord, or (D) give or receive any notice or demand on behalf of Landlord. In the event that Landlord sells or transfers the Premises, and the purchaser or transferee thereof assumes the obligations of Landlord under the Commission Agreement, then in such event Landlord shall be fully released from any further obligations to Agent under the Commission Agreement. Tenant hereby represents and warrants to Landlord that Tenant has had no involvement, contact or agreement with any real estate broker or agent other than Agent. Tenant and Agent shall, and do hereby, indemnify and hold harmless Landlord from and against all Claims asserted by any party other than Agent for real estate brokerage commission or fees arising out of or related to this Lease, which indemnity shall survive the termination of this Lease.

ARTICLE XV
EXECUTION AND AUTHORITY

15.1 EXECUTION AND AUTHORITY. (A) Submission or preparation of this Lease by Landlord shall not constitute an offer by Landlord or option for the Premises, and this Lease shall constitute an offer, acceptance or contract only as expressly specified by the terms of this Subparagraph 15.1(A). In the event that Tenant executes this Lease first, such action shall constitute an offer to Landlord, which may be accepted by Landlord by executing this Lease, and once this Lease is so executed by Landlord, such offer may not be revoked by Tenant and this Lease shall become a binding contract. In the event that Landlord executes this Lease first, such action shall constitute an offer to Tenant, which may be accepted by Tenant only by delivering to landlord a fully executed copy of this Lease, together with a fully executed copy of all guaranty agreements, if any, of the obligations of Tenant under this Lease, all of which documents must be


received by Landlord within seven (7) days after execution of this Lease by Landlord; provided that in the event that any party other than Landlord makes any material or minor alteration of any nature whatsoever to any of said documents, then such action shall merely constitute a counteroffer, which Landlord may, at Landlord's election, accept or reject. Notwithstanding that the Commencement Date may occur and the Lease Term may commence after the date of execution of this Lease, upon delivery and acceptance of this Lease in accordance with the terms of this Lease, this Lease shall be fully effective, and in full force and effect and valid and binding against the parties in accordance with, but on and subject to, the terms and conditions of this Lease.

(B) As a material inducement to Landlord to enter into this Lease, Tenant (and, individually each party executing this Lease on behalf of Tenant), intending that Landlord rely thereon, represents and warrants to Landlord that:

(i) Tenant and the party executing on behalf of Tenant are fully and properly authorized to execute and enter into this Lease on behalf of Tenant and to deliver this Lease to Landlord;

(ii) This Lease constitutes a valid and binding obligation of Tenant, enforceable against Tenant in accordance with the terms of this Lease;

(iii) Tenant is duly organized, validly existing and in good standing under the Laws of the state of Tenant's organization and has full power and authority to enter into this Lease, to perform Tenant's obligations under this Lease in accordance with the terms of this Lease, and to transact business in the state in which the Premises are located; and

(iv) The execution of this Lease by the individual or individuals executing this Lease on behalf of Tenant, and the performance by Tenant of Tenant's obligation under this Lease, have been duly authorized and approved by all necessary corporate or partnership action, as the case may be, and the execution, delivery and performance of this Lease by Tenant is not in conflict with Tenant's bylaws or articles of incorporation (if a corporation), agreement of partnership (if a partnership), and other charters, agreements, rules or regulations governing Tenant's business as any of the foregoing may have been supplemented or amended in any manner.

(C) In the event that the Premises are located in Georgia, this Lease shall be deemed to have been executed in Georgia, and the interpretation, construction and performance of this Lease shall be governed by the Laws of the State of Georgia. In the event that the Premises are not located in Georgia, then the interpretation, construction and performance of this Lease shall be governed by the Laws of the state in which the Premises are located.

(D) This Lease shall be executed in duplicate, each counterpart of which shall be deemed an original and any of which shall be deemed to be complete of itself and may be introduced into evidence or used for any purpose without the production of the other counterpart or counterparts.

IN WITNESS WHEREOF, the parties hereto have duly executed this lease in duplicate, individually or through their authorized officers, agents, or attorneys-in-fact, as the cease may be, causing their respective seals to be affixed hereto the day and year first above written.

TENANT: ON-SITE SOURCING, INC. LANDLORD: CHATTAHOOCHEE WAREHOUSES, LLC

By /s/ Scott Polinski (SEAL)            By /s/ [Illegible]      (SEAL)
   ------------------                     ----------------------
   Scott Polinski                         its: MANAGING MEMBER
 its: Vice President of Sales                 ------------------

          (CORPORATE SEAL)                              (SEAL)

AGENT: WILSON, HULL & NEAL

By /s/ [Illegible]  (SEAL)
   ---------------
its: V.P.
    --------------

(CORPORATE SEAL)


EXHIBIT "A"
SPECIAL STIPULATIONS
PAGE 1 0F 4

Landlord:

Tenant: On-Site Sourcing, Inc.

Premises: 200 Permalume Place

Date: February __,2000

A. General Terms. The provisions of this Exhibit are deemed to be part of and to supplement and amend the terms of the Lease. If there is any conflict in the terms and conditions of this Exhibit at the Lease, the provisions of this Exhibit will govern and control in all respects. All references in this Exhibit to the "Lease" shall mean the Lease as supplemented and amended by this Exhibit. Paragraph numbers preceding the provisions of this Exhibit refer to the applicable paragraph number in the Lease, except where otherwise specifically noted. In addition, certain new provisions being added to the Lease are also included where noted.

B. Provisions and Amendments to Lease.

1.1(T). Common Area Maintenance. All Common Area Maintenance expenses shall be only those costs expended with respect to the common areas of the Development and not for any specific premises within the Development. The expenses and costs included in Common Area Maintenance shall be as reasonably determined and incurred by or on behalf of Landlord. Common Area Maintenance shall also include an amount equal to twelve percent (12%) of such costs payable to Landlord as administrative expense with respect to such Common Area Maintenance. In addition, Landlord agrees that Common Area Maintenance items which are capital expenditures shall he amortized over the useful life of such expenditure and only the applicable portion of such expenditure as shall be included in the annual Common Area Maintenance.

1.1(SS). Tenant Default. With respect to any monetary default, such failure to pay shall not be a Tenant Default unless such failure continues for five (5) days after Tenant has received written notice of such failure, provided, however, that Landlord shall only be required to provide such notice and cure period to Tenant three (3) times in any twelve month period of the Lease Term. With respect to non-monetary defaults, such failure shall not be a Tenant Default unless such failure continues for thirty (30) days after Tenant has received written notice of such failure, provided that if such failure has not been cured within such thirty-day period, such cure period shall be extended for a reasonable time as long as Tenant is diligently and in good faith proceeding with such cure.

2.2. Security Deposit. In the event Landlord applies the Security Deposit as set forth in Section 2.2, Landlord agrees to give Tenant written notice of such application within five (5) days after Landlord's application thereof.

3.2 Delivery and Acceptance of Possession. In addition to the mutual termination right set forth in the first sentence of Section 3.2, if possession of the Premises is not delivered to Tenant on the day following the Commencement Date, Tenant may terminate this Lease by giving written notice hereof to Landlord.

3.3 Use of Premises. Landlord and Tenant acknowledge that, notwithstanding Section 3.3(5) of the Lease, Tenant may cause or permit Hazardous Substances to be brought upon, kept or used in the Premises as long as such Hazardous Substances are kept and used in compliance with all Laws.

3.5 Access to Premises. Landlord agrees to use reasonable efforts not to interfere with Tenant's business in the event Landlord exercises its access rights under Section 3.5.

4.2 Common Area Maintenance. Landlord and Tenant agree that Tenant's Proportionate Share of Common Area Maintenance during the First Lease Year shall not exceed $0.15 per square foot per annum and that such "cap" shall increase by seven percent (7%) for each successive Lease Year. Furthermore, within one hundred fifty (150) days after the expiration of each Calendar Year, or such earlier date as Landlord shall determine the costs and expenditures of Common Area Maintenance for the immediate prior Calendar Year, Landlord shall deliver to Tenant a statement itemizing Common Area Maintenance costs for such Calendar Year, and, if requested by Tenant, shall promptly thereafter deliver such reasonable supporting documentation as Tenant may request to substantiate such costs.

6.1(A) Tenant Repairs. Tenant shall promptly repair any damage or injury to the Premises, or any part or system thereof.

6.1(B) Tenant Repairs. In the event that (i) Tenant fails to promptly perform Tenant's Repairs after receiving written notice therefor from Landlord, (ii) Landlord, in the exercise of Landlord's reasonable discretion, determines that emergency Tenant Repairs are necessary, or (iii) Landlord Repairs or Tenant Repairs are made necessary by any act or omission or negligence of Tenant or invitees of Tenant, which repairs are not covered by Landlord's insurance required to be carried under the terms of this Lease, then in any of such events, Landlord


shall be entitled, but not obligated, to perform or cause to be performed same without incurring any liability to Tenant for any damage caused thereby (except for damage caused by the gross negligence of Landlord, its employees, agents or contractors), and Tenant shall reimburse Landlord the reasonable cost thereof, as additional rent, within twenty (20) days after receipt of an invoice therefor, together with third party invoices. No cure rights shall be exercised by Landlord under this provision until the expiration of the applicable cure period under Section 1.1(SS), except in the event of emergency Tenant Repairs, in which event Landlord may cure the default in question immediately.

6.2 Landlord Repairs. Tenant shall promptly report in writing to the property manager of Landlord upon Tenant's discovery and determination of any need for Landlord Repairs. Consistent with Landlord's self-help rights above, if Landlord fails to perform any of its obligations under the Lease within a cure period of 30 days (or such reasonable additional time necessary to complete the cure), Tenant may cure Landlord's default and recover its actual costs and expenses incurred in connection therewith. However, Tenant may exercise its self-help remedy immediately in the event of an emergency involving possible damage to persons or property. If Landlord fails to reimburse such amounts within twenty (20) days after receipt of an invoice therefor, together with third party invoices, Tenant may deduct such amounts from the Rent owed under this Lease.

6.4 Alterations by Tenant. Landlord agrees that it shall not unreasonably withhold or delay its approval of Tenant's alteration of the Premises, including Tenant's initial improvements to the Premises. Landlord agrees that Tenant shall be permitted to perform additional interior, non-structural alterations to the Premises without obtaining Landlord's prior written approval thereof, as long as such improvements do not cost more than $25,000.00 and as long as such work is performed in a good and workmanlike manner.

6.5 Liens. Tenant shall, within fifteen (15) days after receiving notice of the filing thereof, cause any mechanics, materialman's or other lien to be bonded over, cancelled or discharged of record.

8.1 Insurance. Landlord shall obtain and maintain in full force during the Lease term, as the same may be extended or renewed, "all risk" fire and extended coverage insurance with coverage in amounts sufficient to repair, restore and replace the building in which the Premises are located. In addition, Landlord shall also obtain and maintain with respect to the common areas of the Development, comprehensive general public liability insurance, with contractual liability endorsement, with coverage in amounts not less than $1,000,000.00.

8.2(A) Indemnity; Liability of Landlord. Landlord shall, and does hereby indemnify, release and save harmless the Tenant Group from and against all claims arising out of or related to (i) any loss or life, personal injury or property damage, or (ii) any transaction occurrence in, on or upon or involving the Common Areas or any portion of the Development (other than the Premises). Tenant's indemnification of Landlord in Section 8.2(A) shall not apply to any negligence or willful misconduct on the part of Landlord; similarly, Landlord's indemnification of Tenant shall not apply to any negligence of willful misconduct on the part of Tenant.

8.2(8) The provisions of this Paragraph shall be mutual and likewise apply to Tenant not being responsible for any loss, damage or destruction relating to Landlord's property, it being the parties' intention to maintain insurance to cover any loss, damage or destruction to their respective property.

8.2 Waiver of Subrogation. Landlord and Tenant each mutually releases and discharges each other (and such party's officers, partners, agents and employees) from responsibility and liability and waives its entire claim of recovery for (i) any loss or damage to the real or personal property of such party located in or around the Building and/or the Development, including the Building itself and Tenant's leasehold improvements, arising out of any of the perils that are covered by insurance actually maintained, or required to be maintained under the terms of this Lease, by the party granting the release, and
(ii) any loss resulting from business interruption at the Building and Premises resulting from any of the above-referenced perils. To the extent that there is any conflict between the provisions of the preceding sentence and the indemnification provisions of this Section 8 or any other provision of this Lease, the provisions of the preceding sentence shall govern and control.

8.3 Insurance Reimbursement. Landlord's failure to bill Tenant for any insurance reimbursement within two years after the applicable Calendar Year shall constitute a waiver of the obligation of Tenant to pay Tenant's Proportionate Share of such insurance for that calendar year.

8.4 Damage by Fire or Other Casualty.

(a) If Landlord does not commence repairs to the Building and the Premises, as applicable, within one hundred twenty (120) days after the occurrence of such damage or destruction, Tenant may terminate the Lease at any time thereafter prior to Landlord commencing such repairs.

(b) If the Premises is partially damaged such that Tenant cannot reasonably occupy the Premises for its intended purpose, Tenant's rent abatement shall apply with respect to the entire Premises.

(c) The termination rights in Section 8.4(C) shall be mutual such that Tenant, as well as Landlord, shall have the right to terminate the Lease if the Leased Premises is made untenantable during the last year of the term.

9.1 Assignment and Subletting. Landlord agrees that its consent to an assignment or subletting of the Premises shall not be unreasonably withheld or delayed. Furthermore, Landlord's right to collect rent directly


from Subtenants at the Premises shall be conditioned upon the occurrence and continuance of a Tenant Default under the Lease. In such case, all such rent payments received from Subtenant shall be applied by Landlord to the Rent payable by Tenant. In calculating the excess rental, Tenant shall have the right to deduct therefrom before paying the one-half share to Landlord the following:
brokerage commissions and reasonable attorneys' fees actually incurred by Tenant on the transaction; reasonable tenant improvement allowances, concessions and the like actually granted to the assignee or subtenant; costs actually incurred by Tenant in preparing the Premises for re-letting; and such other reasonable out-of-pocket costs and expenses customarily incurred by tenants on similar transactions and that Tenant has actually incurred.

10.1 Condemnation.

(a) Landlord shall exercise its right to terminate the Lease pursuant to Section 10.1(B) within twenty (20) days after the date of vesting of title with the condemning authority. In the event Landlord does not terminate the Lease in accordance with Section 10.1(B).

(b) If the Premises is partially condemned such that Tenant cannot reasonably occupy the Premises for its intended purpose, Tenant's rent abatement shall apply with respect to the entire Premises.

(c) Landlord shall use condemnation proceeds, to the extent available, to make any restoration to the Premises made necessary by such Condemnation. If Landlord fails to begin restoration to the Premises within thirty (30) after the date of vesting of title with the condemning authority, than Tenant shall be permitted to terminate this Lease at any time thereafter prior to Landlord commencing such restoration efforts. In no event shall Tenant be required to make any restoration of the Premises.

11.1(A) Default; Acceleration. In the event that there has occurred and be continuing a Tenant Default, and Landlord exercises its right to accelerate rent pursuant to 11.1(A)(iii), the present value of such excess sum shall be discounted at ten percent (10%) per annum.

11.1(G) Default; Attorney's Fees. In the event that any amounts owing under this Lease by Tenant are collected by or with any assistance from or consultation with any attorney-at-law, whether or not such attorney-at-law is an employee of Landlord, Tenant shall pay Landlord's reasonable attorney's fees actually incurred in connection with the Tenant Default. In the event of any litigation, appeal or negotiation between Landlord and Tenant in connection with this Lease or the use or occupancy of the Premises, the prevailing party in such proceeding shall be reimbursed by the non-prevailing party for all reasonable attorney's fees incurred by such prevailing party in such proceeding.

12.1 Mortgages. Tenant's subordination pursuant to Section 12.1(A) and Tenant's attornment pursuant to Section 12.1(B) shall be conditioned upon this Lease not being terminated and Tenant's possession of the Premises and rights under the Lease not being interfered with as a consequence of any foreclosure (or deed in lieu) of any mortgage, deed of trust or security agreement, so long as Tenant is not in default beyond applicable notice and grace periods. Any agreement that Tenant is requested to execute pursuant to
Section 12.1 shall contain such non-disturbance protection in favor of Tenant.

13.1 Tax Reimbursement. Landlord agrees to pay all Taxes prior to the due date therefor. In addition, the failure of Landlord to bill Tenant's Proportionate Share of Taxes within two years after the tax year in which such additional Taxes are due shall constitute a waiver of Tenant's obligations to pay any such increase in its Proportionate Share of Taxes.

14.8 Notices. Consistent with Tenant's requirements for giving notice to Landlord, all notices or demands to Tenant shall be either hand-delivered or by receipt of courier service or sent, certified mail, return receipt requested, to the address of Tenant specified in subparagraph 1.1(b) and to Tenant's office at 1111 W. 19th Street, Suite 600, Arlington, Virginia 22209, Attention: Jack Sabanosh, or at such other place as an authorized officer of Tenant may designate to Landlord in writing. Notices to Tenant and Landlord shall be deemed validly and effectively given only if and when said hand delivery or certified letter shall be actually received by, or rejected or refused by, the party to which it is addressed. Upon request by Landlord or Mortgagee, a copy of all notices or demands to Landlord hall also be sent to Mortgagee, and Tenant shall not terminate this Lease due to any default by Landlord under this Lease unless and until Mortgagee shall have received such notice or demand and failed to cure such default within thirty (30) days after such receipt.

15.1 Execution and Authority. Landlord represents and warrants to Tenant that: Landlord and the party executing on behalf of Landlord are fully and properly authorized to execute and enter into this Lease on behalf of Landlord and to deliver this Lease to Tenant; this Lease constitutes a valid and binding obligation of Landlord, enforceable against Landlord in accordance with the terms of this Lease; Landlord is duly organized, validly existing and in good standing under the laws of the state of Landlord's organization and has full power and authority to enter into this Lease, to perform Landlord's obligations under this Lease in accordance with the terms of this Lease, and to transact business in the State of Georgia; execution of this lease by the individual or individuals executing this Lease on behalf of Landlord and the performance by Landlord of Landlord's obligations under this Lease have been duly authorized and approved by all necessary corporate action, and the execution, delivery and performance of this Lease by Landlord is not in conflict with Landlord's bylaws or articles of incorporation.

C. Tenant's Option to Extend


(a) The term of this Lease may be extended, at the option of Tenant, for two separate and successive periods of five (5) years each (each five (5) year period herein referred to as an "Extended Term"), as follows:

(i) First Extended Term: May 1, 2005 to April 30, 2010
(ii) Second Extend Term: May 1, 2010 to April 30, 2015

(b) Each option to extend may only be exercised by Tenant giving Landlord 120 days written notice thereof. Such notice shall be irrevocable by Tenant once received by Landlord.

(e) Tenant shall not be entitled to exercise its option to extend if a Tenant Default has occurred an is continuing on the date of giving such notice.

(d) Each Extended Term shall be on the same terms and conditions as this Lease, except that the monthly Minimum Rent, if not otherwise mutually agreed upon by Landlord and Tenant shall be equal to the greater of (i) the Minimum Rent in effect for the then current term or (ii) the rent being offered by landlords to tenants desiring to lease comparable space in comparable locations that is the size of or comparable to the Premises (the "Market Rate"),

(e) If Landlord and Tenant are unable to agree upon the Market Rate within fifteen (15) days after Tenant's exercise of the extension option, and Tenant notifies Landlord that Tenant desires to arbitrate the Market Rate, then the dispute shall proceed to arbitration. The arbitration procedure shall thereafter commence when either party submits the matter to arbitration.

(i) Not later than ten (10) days after the arbitration procedure has commenced, each party shall appoint an arbitrator and notify the other party of such appointment, identifying the appointee. Each party hereto agrees to select as its respective appointee a licensed real estate broker, who is an individual of substantial experience with respect to industrial warehouse building ownership, management and marketing in Atlanta, Georgia, which person shall not be regularly employed of have been retained during the last two (2) years as a consultant by the party selecting such person. Neither party may consult directly or indirectly with any arbitrator regarding the Market Rate prior to appointment, or after appointment, outside the presence of the other party. The arbitration shall be conducted in Atlanta, Georgia, under the provisions of the commercial arbitration rules of the American Arbitration Association and the applicable Laws of the State of Georgia governing the arbitrator.

(ii) Not later than ten (10) days after both arbitrators are appointed, each party shall separately, but simultaneously, submit in a sealed envelope to each arbitrator their separate suggested Market Rate and shall provide a copy of such submission to the other party. After reviewing such submissions, the two (2) selected arbitrators shall determine whether Landlord's or Tenant's estimate of the Market Rate is closer to the actual Market Rate for the Premises. If both arbitrators agree that one of said declared estimates is closer to the actual Market Rate, they shall declare that estimate to be the Market Rate, and their decision shall be final and binding upon the parties.

(iii) If the two selected arbitrators are unable to agree on the Market Rate within thirty (30) days after receipt of Landlord's and Tenant's submitted estimates, then the arbitrators shall inform the parties. Unless the parties shall both otherwise then direct, said arbitrators shall select a third arbitrator, not later than ten (10) days after the expiration of said thirty (30) day period. If no arbitrator is selected within such ten (10) day period, either party may immediately petition a court with appropriate jurisdiction to appoint such third arbitrator. The third arbitrator shall have the qualifications and restrictions set forth above, and shall conduct an arbitration pursuant to the commercial arbitration rules of the American Arbitration Association. The third arbitrator's decision shall be final and binding as to which estimate (as between Landlord's and Tenant's) of the Market Rate is closer to the actual Market Rate, and shall select such rate as the Market Rate. Such third arbitrator shall make a decision not later than thirty
(30) days after appointment.

(iv) Each party shall be responsible for the costs, charges and/or fees of its respective appointee, and the parties shall share equally in the costs, charges and/or fees of the third arbitrator.

(e) Any termination of this Lease during the initial Lease Term shall terminate all rights of extension hereunder.

D. Landlord's Option to Terminate During Extension Terms. Landlord may, at Landlord's sole option, terminate this Lease at any time during an Extension Term by giving Tenant ninety (90) days written notice upon the occurrence of any of the following:

(a) Landlord has sold the Premises in an arms length transaction to an unaffiliated third party who intends to demolish or redevelop the Premises or the Development;

(b) Landlord or its successors or assigns notifies Tenant in good faith that it intends to commence efforts or redevelop the Premises or the Development within six (6) months from the date of such notice;

(c) Landlord has ground leased the Premises in an arms length transaction to an unaffiliated


third party who intends to demolish or redevelop the Premises or the Development.


EXHBIT "B"
DESCRIPTION OF INITIAL WORK TO BE PERFORMED BY LANDLORD

Upon receipt of related invoices, Landlord hereby agrees to reimburse Tenant up to $75,000.00 for leasehold improvements. Any cost which exceeds said allowance shall be at Tenant's sole expense.


TENANT IMPROVEMENT GUIDELINES
EXHIBIT "C"

A. Prior to the construction of any improvements of any nature on the premises Tenant must submit to Landlord:

1. A floorplan depicting layout of the premises, with each room identified for its intended use.

2. A floor plan depicting the electrical design.

3. A description of changes to primary utility service, i.e., water, electric and gas (if any).

4. A description of modifications to the building's structure (if any).

5. A description of equipment which may be installed on the roof or which may impact floor loading capacities (if any).

6. Evidence of workman's compensation and general liability insurance coverage by the primary contractor.

8. A copy of the agreement between Tenant and Tenant's Contractor to be reviewed and accepted by Landlord within five (5) days of receipt.

B. During construction, Tenant shall insure that:

1. All work must conform to applicable codes and ordinances, including without limitations ADA standards, and must be performed in a first class, quality workmanlike manner. All materials must be new and carry a manufacturer's and contractor's warranty.

2. The job site will be cleaned at the end of each day. No materials will be stored outside the premises.

3. All common areas shall be kept clean and clear of construction debris and obstructions at all times.

4. Construction debris shall be hauled off daily and will not be placed in the existing dumpster. If Tenant elects to use a construction dumpster, Tenant must first coordinate the placement thereof with Landlord and protect adjacent paved surfaces.

5. No volatile materials are to be stored on site. Solid, liquid or semi-liquid wastes such as paint, concrete or drywall joint compound must not be placed in sanitary drains, storm drains or landscaped areas. Disposal of such substances must be arranged off site.

7. All roof penetrations will be performed by Landlord at Landlord's expense. Tenant must give Landlord 48 hours notice in order to schedule work.

8. Any construction activity that might inconvenience neighbors will be done at times when no one will be affected, i.e., noise, floor penetrations, etc. Tenant Improvement Guidelines.

8. All construction personnel must conduct themselves in a manner that is not offensive to others, or they will be removed from the job site.

9. All construction personnel must avoid parking their vehicles in areas near doors, except for short periods of time as necessary for deliveries. Construction parking must be confined to areas designated by Landlord.

10. Construction personnel will not enter neighboring leased or vacant spaces without Landlord's prior approval.

11. All construction personnel must be advised in advance to cooperate with Landlord's personnel who may visit the site or otherwise contact them without notice.

12. All penetrations of fire-rated separations must be accomplished so that the original or improved fire-rating is maintained.


EXHIBIT 10.40

GEORGIA-PACIFIC CENTER OFFICE LEASE

THIS LEASE AGREEMENT (this "Lease") is made as of this 28th day of April, 2000, by and between GA-MET, a joint venture comprised of Metropolitan Life Insurance Company, a New York corporation, and Georgia-Pacific Corporation, a Georgia corporation (herein called "Landlord"), and ON-SITE SOURCING, INC., a Delaware corporation (herein called "Tenant").

ARTICLE 1
DEFINITIONS

The following terms, as defined below, are used generally in this Lease. Additional terms, employed only in Article 3, are defined in Section 3.1.

Base Rental means the annual rental calculated and payable pursuant to
Section 3.2.

Building means the Georgia-Pacific Center, which is located at 133 Peachtree Street, N.E., Atlanta, Fulton County, Georgia, together with any additions, replacements or alterations to it.

Commencement Date means June 1, 2000.

Commencement Date Agreement means the agreement to be executed by Landlord and Tenant in the form attached as Exhibit "C" and by this reference made a part of this Lease, with the blanks appearing thereon completed in accordance with the provisions hereof.

Expiration Date means May 31, 2005.

Landlord is defined in the first paragraph of this Lease.

Landlord's Mortgage means any or all mortgages, deeds to secure debt, deeds of trust or other instruments in the nature thereof which may now or hereafter affect or encumber Landlord's title to the Property, the Building or the Premises, and all modifications, renewals, consolidations, extensions or replacements thereof.

Lease Term means that period of time beginning on the Commencement Date and ending on the Expiration Date.

Premises means that space consisting of 1,883 rentable square feet outlined on the floor plan attached as Exhibit "A" and by this reference incorporated in this Lease, which is located on the 40th floor of the Building.


Property means that tract or parcel of land described in the attached Exhibit "B" which is by this reference incorporated in this Lease.

Rules and Regulations mean the agreements of Tenant concerning the operation of the Building contained in the attached Exhibit "F" which is by this reference incorporated in this Lease, as may be modified or replaced from time to time by Landlord in its sole, but reasonable, discretion.

Tenant is defined in the first paragraph of this Lease.

Total Rent means the Base Rental, as same increases annually pursuant to
Section 3.2.

Work Schedule means Exhibit "E", which is attached, and by this reference incorporated in this Lease.

ARTICLE 2
GRANT AND TERM

2.1 PREMISES. Landlord, for and in consideration of the rents, covenants, agreements and stipulations herein contained to be paid, kept and performed by Tenant, has leased and rented, and by these presents leases and rents the Premises to Tenant, and Tenant hereby leases the Premises upon all the terms and conditions hereof. No easement for light or air is included in the Premises or given by this Lease. The Premises shall be used for the purpose of operating a copying/duplicating business (not open to so-called "walk-in" customers) and for no other purposes without the prior written consent of Landlord (which consent Landlord agrees not to unreasonably withhold, condition or delay so long as such other purpose is consistent with a class A office building in downtown Atlanta, Georgia); provided, however, that in no event shall the Premises or any portion thereof be used for purposes of a travel agency, a discount brokerage firm, or a retail florist shop.

2.2 TERM. Tenant takes and accepts the Premises from Landlord upon the terms and conditions herein contained and in their present condition and as suited for the use intended by Tenant, except as may be otherwise expressly provided in this Lease, to have and to hold the same for the Lease Term, unless this Lease terminates earlier. The Lease Term shall begin on the Commencement Date.

ARTICLE 3
RENT

3.1 DEFINITIONS FOR THIS ARTICLE. The following terms, as defined below, are used in this Article 3.

Initial Installment means Four Thousand Seventy-Nine and 83/100 Dollars ($4,079.83), equal to one monthly installment of

2

the initial Base Rental, which has been paid by Tenant to Landlord under the provisions of Section 3.5.

Security Deposit means Four Thousand Seventy-Nine and 83/100 Dollars ($4,079.83), which sum has been deposited by Tenant with Landlord under the provisions of Section 3.6.

3.2 BASE RENTAL.

(a) Tenant shall pay to Landlord, as Base Rental, an annual rental of Forty Eight Thousand Nine Hundred Fifty-Eight and NO/100 DOLLARS ($48,958.00), payable monthly in equal installments of Four Thousand Seventy-Nine and 83/100 Dollars ($4,079.83) in advance on the first (1st) day of every calendar month during the initial twelve (12) months of the Lease Term.

(b) The Base Rental shall be increased on each annual anniversary of the Commencement Date by an amount equal to One Thousand Four Hundred Twelve and 25/100 ($1,412.25) annually, or One Hundred Seventeen and 69/ 100 Dollars ($117.69) monthly. Therefore, Base Rental during the entire Lease Term shall be as follows:

                                         Annual                  Monthly
     Lease Year                        Base Rental             Base Rental
     ----------                        -----------             -----------

6/1/00 - 5/31/01                        $48,958.00              $4,079.83

6/1/01 - 5/31/02                        $50,370.25              $4,197.52

6/1/02 - 5/31/03                        $51,782.50              $4,315.21

6/1/03 - 5/31/04                        $53,194.75              $4,432.90

6/1/04 - 5/31/05                        $54,607.00              $4,550.59

3.3 (INTENTIONALLY LEFT BLANK)

3.4 GENERAL PROVISIONS REGARDING RENT.

(a) It is understood and agreed that Base Rental shall be due and payable as provided herein, without setoff or deduction whatsoever. Base Rental, and each and every other charge, fee, cost or expense which Tenant is obligated or liable to pay to, refund to or reimburse Landlord shall, for the purposes of the default provisions of this Lease, be deemed additional rental due from Tenant, and Tenant's failure to so pay, refund or reimburse when due shall entitle Landlord to all the remedies provided for herein and at law or in equity on account of failure to pay rent.

3

(b) Base Rental and other sums due hereunder shall be paid in legal tender at Landlord's address set forth in Section 8.1, as same may be changed by notice as therein provided from time to time.

3.5 INITIAL INSTALLMENT. Simultaneously with the execution of this Lease, Tenant has paid to Landlord, and Landlord hereby acknowledges the receipt of, the Initial Installment. Such sum shall be applied by Landlord to the first monthly installment of Base Rental as it becomes due hereunder. In the event Tenant fails to take possession of the Premises in accordance with all the terms hereof, such sum shall be retained by Landlord for application in reduction, but not in satisfaction, of damages suffered by Landlord as a result of such breach by Tenant.

3.6 SECURITY DEPOSIT. Landlord acknowledges that it has received the Security Deposit from Tenant, simultaneously with the execution of this Lease. The Security Deposit shall be security for the full and faithful performance and observance by Tenant of the covenants, terms and conditions of this Lease, including, without limitation, the payment of Total Rent, on the part of Tenant to be kept and performed. No interest shall be payable on the Security Deposit, and it is agreed and acknowledged by Tenant that the Security Deposit is not an advance payment of rent or a measure of Landlord's damages in the case of default by Tenant. Upon the occurrence of an event of default under this Lease, Landlord may use, apply or retain the whole or any part of the Security Deposit to the extent required for the payment of all or any part or component of Total Rent or any other sum as to which Tenant is in default. Following any such application of the Security Deposit, Tenant shall pay to Landlord on demand an amount necessary to restore the Security Deposit to its original amount. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the Security Deposit shall be returned to Tenant within thirty (30) days after the Expiration Date and after delivery of possession of the Premises to Landlord in accordance with the terms hereof. Upon every sale or lease of the Building, Landlord shall be released from all liability for the return of the Security Deposit (provided the Landlord has transferred the Security Deposit to the new Landlord and the new Landlord has assumed the obligations of the old Landlord with regard thereto), and Tenant shall look to the new Landlord for its return. The Security Deposit shall not be assigned or encumbered by Tenant, and any such assignment or encumbrance shall be void.

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ARTICLE 4
RIGHTS AND DUTIES DURING LEASE TERM

4.1 PREPARATION OF THE PREMISES.

(a) The initial improvements to the Premises shall be governed by the Work Schedule.

(b) If the installation of improvements in the Premises causes an increase in the ad valorem taxes levied or assessed on the Building, Tenant shall pay any such increase upon demand by Landlord.

(c) Within thirty (30) days after the Commencement Date, Tenant will execute and deliver to Landlord the Commencement Date Agreement.

4.2 SERVICES. Provided Tenant shall not be in default under this Lease, Landlord agrees to provide to Tenant, as Landlord deems reasonably necessary, the following services (the cost of which, unless specifically required to be paid for directly by Tenant, shall be included within Total Rent):

(a) General cleaning and janitorial service pursuant to the specifications therefor attached hereto as Exhibit "G" and by this reference made a part hereof;

(b) Heating, air-conditioning and elevator service daily on Mondays through Fridays, inclusive, from 8:00 A.M. to 6:00 P.M. and on Saturdays from 8:00 A.M. to 1:00 P.M., with New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day and other days observed generally as holidays by a majority of the privately owned businesses in Atlanta, Georgia excepted. At least one elevator per elevator bank shall be operated at all other hours and on all other days. Should Tenant desire either heating or air conditioning at other times, Landlord agrees to provide same upon written request by Tenant, but at Tenant's expense at such hourly rates as may be determined from time to time by Landlord, which charge Tenant shall promptly pay upon being billed therefor. Landlord reserves the right to prohibit the use of heat generating machines and equipment unless and until Tenant makes arrangements, acceptable to Landlord, to install and maintain supplementary air-conditioning equipment in the Premises at Tenant's cost and expense, and the costs of operation of such shall be paid by Tenant on the Base Rental payment dates at such rates as are established by Landlord; provided, however, that the maintenance of such supplementary air-conditioning equipment shall be solely Tenant's, and not Landlord's, duty and responsibility;

(c) Electric current for lighting and electrical power for office space from electric circuits designated by Landlord for Tenant's use. Such circuits will be fed into either or both

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of the existing two 100 ampere panels in the electrical closets located on the same Building floor as the Premises. If Tenant desires additional 110 volt electrical power beyond that supplied by Landlord as provided above, electric current in excess of 110 volts, or other special power requirements or circuits, then Tenant may request Landlord to provide such supplemental power to the Premises, which request Landlord may grant or withhold in its reasonable discretion. If Landlord furnishes such power or circuits, Tenant shall pay Landlord, on demand, the cost of the design, installation, and maintenance of the facilities required to provide such additional or special electric power or circuits and the cost of all electric current so provided at a rate not to exceed that which would be charged by Georgia Power Company, or its successor, if Tenant were a direct customer thereof. Landlord may require separate electrical metering of such supplemental electrical power or circuits to the Premises, and Tenant shall pay, on demand, the cost of the design, installation, and maintenance of such metering facilities. In no event shall Tenant have access to any electrical closets in the Building, it being agreed that any electrical engineering design or contract work shall be performed by Landlord or an electrical engineer and/or electrical contractor designated by Landlord at Tenant's expense (except as otherwise expressly provided in Exhibit "E" hereto);

(d) Common use restrooms and toilets; and

(e) Drinking water available on each floor of the Building.

4.3 LIABILITY OF LANDLORD. Except for Landlord's gross negligence, Landlord shall not be liable to Tenant in any manner whatsoever for failure to furnish or delay in furnishing any service or services provided for in this Lease and no such failure or delay shall constitute actual or constructive eviction of Tenant nor operate to relieve Tenant from the prompt and punctual performance of each and all the covenants to be performed herein by Tenant. Landlord shall also not be liable to Tenant for damage to person or property caused by defects in the cooling, heating, electric, water, elevator or other apparatus or systems or by water discharged from sprinkler systems, if any, in the Building; nor for the theft, mysterious disappearance, or loss of any property of Tenant whether from the Premises or any part of the Building or Property. Landlord agrees to make reasonable efforts to protect Tenant from interference or disturbance by third persons, including other tenants; however, Landlord shall not be liable, and Tenant shall not be relieved from its obligations hereunder, for any such interference or disturbance, whether caused by another tenant or tenants of Landlord, or by other persons.

4.4 REPAIRS BY LANDLORD. Landlord shall have no duty to make any repairs or improvements to the Premises except structural repairs and repairs to the Building's base electrical, mechanical and plumbing systems necessary for safety and

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tenantability the necessity for which (i) Landlord is notified in writing by Tenant, and (ii) is not brought about by any act or neglect of Tenant, its agents, employees or visitors.

4.5 RIGHTS OF LANDLORD TO ENTER PREMISES. Tenant shall not change the locks on any entrance to the Premises. Upon Tenant's written request to Landlord, Landlord agrees to make a reasonable change of locks on behalf of Tenant and at Tenant's sole cost and expense. Upon prior written or verbal notice to Tenant, Landlord and its agents, employees and contractors may enter the Premises at such times as Landlord deems reasonably necessary or desirable to inspect and examine same, to make such repairs, additions, alterations, and improvements as Landlord desires to make to the Building, including, without limitation, the erection, use and maintenance of pipes and conduits, and, during the final six (6) months of the Lease Term, to exhibit the Premises to prospective purchasers or tenants. In the event of emergency, or if otherwise necessary to prevent injury to persons or damage to property, such entry to the Premises may be made by force without any liability whatsoever on the part of Landlord for any resulting damage. Landlord may also take any and all needed materials into and through the Premises that may be required to make such repairs, additions, alterations, and improvements, all without being liable to Tenant in any manner whatsoever. During such time as such work is being carried on, provided such work is carried out in a manner so as to not unreasonably interfere with the use and occupancy of the Premises by Tenant, Total Rent shall in no wise abate, and, regardless of Landlord's fault, Tenant waives any claim and cause of action against Landlord for damages by reason of loss or interruption to Tenant's business and profits therefrom because of the prosecution of any such work.

4.6 AGREEMENTS OF TENANT. Tenant agrees that it shall:

(a) At its own expense keep the Premises in good repair and tenantable condition and indemnify Landlord against any loss, damage, or expense arising by any failure of Tenant so to do or due to any act or neglect of Tenant, its employees, agents or visitors.

(b) Make no alterations or additions of any kind in or to the Premises or the Building without first obtaining Landlord's written consent, which consent shall not be unreasonably withheld, conditioned or delayed. All such work, including additions, fixtures attached to the Premises, and leasehold improvements (but not including moveable office furniture and equipment, unattached fixtures and other personal property of Tenant), made or placed in or upon the Premises or the Building either by Tenant or Landlord shall be and become Landlord's property at the end of the Lease Term, all without compensation or payment to Tenant, and shall remain upon and in the Premises, during and at the termination of the Lease Term.

(c) Not use the Premises for any illegal purpose or violate any statute, regulation, rule or order of any

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governmental body, nor create or allow to exist any nuisances or trespasses, nor do any act in or about the Premises or bring anything onto or into the Premises, which will in any way increase the rate of insurance on the Premises nor deface or injure the Premises or overload the floor of the Premises.

(d) At its sole expense comply, as to its use of the Premises, with all statutes, regulations, rules, ordinances and orders of any governmental body, department or agency thereof, and abide by and observe the Rules and Regulations.

(e) Indemnify and hold Landlord harmless from and against any and all loss, cost, damage, expense, or liability whatsoever, including, without limitation, court costs and reasonable attorneys' fees actually incurred, imposed on Landlord by any person whomsoever, caused by any wrongful act or omission of Tenant or its agents, employees, invitees, licensees, contractors, subtenants or assignees. Likewise, Landlord agrees to indemnify and hold Tenant harmless from and against any and all loss, cost, damage, expense, or liability whatsoever, including, without limitation, court costs and reasonable attorneys' fees actually incurred, imposed on Tenant by any person whomsoever, caused by any wrongful act or omission of Landlord or its agents, employees, invitees, licensees, contractors, subtenants or assignees.

(f) Promptly report in writing to Landlord any defective condition in or about the Premises known to Tenant, and a failure so to report shall make Tenant liable to Landlord for any expense or damage to Landlord resulting from such defective condition.

(g) Before the termination of this Lease remove from the Premises all its personal property and surrender the Premises and the keys thereto to Landlord in the same condition as on the Commencement Date, natural wear and tear and alterations approved by Landlord only excepted. Such property of Tenant as it fails to remove from the Property after the termination of this Lease shall be deemed abandoned by Tenant and may be disposed of by Landlord in any manner whatsoever without accounting or being liable in any way to Tenant.

(h) Pay interest, at four percent (4%) above the rate of interest as announced by SunTrust Bank in Atlanta, Georgia, as its "prime rate" from time to time, but under no circumstances in excess of the highest interest rate legally permissible, on any installment of Total Rent not paid when due, accruing from ten (10) days after the due date until paid.

(i) 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, in an amount equal to the full insurable

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values thereof. Tenant shall also procure and maintain throughout the term of this Lease a policy or policies of insurance, insuring Tenant, Landlord, and any other persons designated by Landlord, against any and all liability for injury to or death of a person or persons and for damage to property occasioned by or arising out of any construction work being done on the Premises, or arising out of the condition, use, or occupancy of the Premises, or in any way occasioned by or arising out of the activities of Tenant, its agents, employees, or licensees in the Premises, or other portions of the Building or Property, in amounts not less than $500,000 with respect to injuries to or death of any one person, $1,000,000 with respect to any one casualty or occurrence and $100,000 with respect to property damage. Landlord and Tenant shall each have included in all policies of insurance respectively obtained by them with respect to the Building and/or the Premises a waiver by the insurer of all right of subrogation against the other in connection with any loss or damage thereby insured against. So long as both Landlord's and Tenant's policies then in force include such mutual waiver of subrogation, Landlord and Tenant, to the fullest extent permitted by law, each waive all right of recovery against the other for and agree to release the other from liability for, loss or damage to the extent such loss or damage is covered by valid and collectible insurance in effect at the time of such loss or damage. If such waiver of subrogation shall not be obtainable or shall be obtainable only at a premium over that chargeable without such waiver, the party seeking such waiver shall notify the other thereof in writing, and the latter shall have ten (10) days in which either (i) to procure on behalf of the notifying party insurance with such waiver from a company or companies reasonably satisfactory to the notifying party or (ii) to agree to pay such additional premium (in Tenant's case, in the proportion which the rentable area of the Premises bears to the area covered by the insurance policy of Landlord in question). All insurance policies procured and maintained by Tenant pursuant to this Subsection 4.6(i) shall be carried with companies licensed to do business in the State of Georgia reasonably satisfactory to Landlord and shall be non-cancelable except after thirty (30) days' written notice to Landlord and any designees of Landlord. Such policies or duly executed certificates of insurance with respect thereto shall be delivered to Landlord prior to the date that Tenant takes possession of the Premises, and renewals thereof as required shall be delivered to Landlord at least thirty (30) days prior to the expiration of each respective policy term.

(j) Cooperate with Landlord in complying with all regulations of the United States Department of Energy and of any governmental agency having jurisdiction of the Building and Property, relating to the conservation of energy, including, without limitation, any regulations requiring the production of information regarding the consumption of energy within the Building and Property, and Tenant shall indemnify and hold Landlord harmless from and against any loss, cost, damage, or liability arising out of any violation of any such regulations by

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Tenant, its employees, agents, contractors, invitees, licensees, subtenants and assignees.

(k) Discharge of record within ten (10) days following the filing thereof any mechanic's lien filed against the Premises, the Building, or the Property for work or materials claimed to have been furnished to Tenant.

(l) Install telephone service to the Premises only from the telephone circuits designated by Landlord in writing as those serving the Premises. If Tenant requires additional telephone service capacity for the premises, such capacity must be provided by BellSouth, at no cost to Landlord, and the design and installation of such supplemental capacity shall be subject to the reasonable approval of Landlord.

4.7 SIGNS. Tenant shall obtain the written approval of Landlord prior to placing and maintaining, or causing or permitting to be placed and maintained, any sign, advertising matter or other thing of any kind, on the exterior of the Premises, or any decorating, lettering or advertising matter on any exterior door to the Premises. Tenant shall not affix or attach anything to windows in the Premises. All exterior and elevator lobby signs shall conform to uniform Building sign specifications promulgated by Landlord.

4.8 BUILDING NAME. Tenant acknowledges that the Building is known as the "Georgia-Pacific Center" and further acknowledges that "Georgia-Pacific" is a hyphenated name. Tenant covenants and agrees to use its good faith efforts to cause all directory listings, advertising and all other printed or written material containing Tenant's address at the Premises to accurately refer to "Georgia-Pacific Center."

ARTICLE 5

ASSIGNMENT AND SUBLETTING

5.1 ASSIGNMENT AND SUBLETTING. Tenant shall not, without the prior written consent of Landlord, assign, hypothecate, or otherwise transfer this Lease or any interest hereunder, or sublet the Premises or any part thereof, or permit the use of the Premises by any party other than Tenant. Any assignment or sublease shall not nullify this provision, and all later assignments or subleases shall be made likewise only after the prior written consent of Landlord is obtained in each instance. Unless otherwise expressly agreed to by Landlord in writing, no sublease or assignment by Tenant shall relieve Tenant of any liability hereunder. The occupancy of the Premises by any successor firm of the Tenant or by any firm into which or with which the Tenant may become merged or consolidated shall be deemed an assignment of this Lease requiring the prior written

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consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed.

ARTICLE 6
DEFAULT AND REMEDIES

6.1 EVENTS OF DEFAULT. The occurrence of any of the following shall constitute events of default:

(a) Any part, portion or component of the Total Rent, or any other sums payable under this Lease as set forth in Subsection 3.4(a) are not received when due;

(b) (INTENTIONALLY LEFT BLANK)

(c) Any petition is filed by or against Tenant under any section or chapter of the Federal Bankruptcy Code, and, in the case of a petition filed against Tenant, such petition is not dismissed within sixty (60) days after the date of such filing;

(d) Tenant becomes insolvent or transfers property in fraud of creditors;

(e) Tenant makes a general assignment for the benefit of creditors generally;

(f) A receiver is appointed for any of the Tenant's assets; or

(g) Tenant breaches or fails to comply with any term, provision, condition or covenant of this Lease, other than the payment of Total Rent, or of any of the Rules and Regulations.

6.2 REMEDIES. Upon the occurrence of an event of default, Landlord may do or perform any one or more of the following in addition to, and not in limitation of, any other remedy or right permitted it by law or by this Lease if the events of default described in Subsection 6.1(a) are not cured within five
(5) days after written notice by Landlord of such default, if the events of default described in Subsection 6.1(g) are not cured within thirty (30) days after written notice by Landlord of such default, or if any of the other events of default are not cured immediately:

(a) Landlord may terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord. If Tenant fails to do so, Landlord may, without prejudice to any other remedy Landlord may have either by law or by this Lease, enter upon the Premises and expel or remove Tenant and Tenant's personal property with or without force and without being liable to Tenant in any manner whatsoever for damages therefor. Tenant shall be liable to Landlord for and shall indemnify and hold Landlord harmless from and against all cost, loss, or damage which Landlord may suffer by reason of such termination of this Lease, whether through inability to relet the Premises, through a

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decrease in rent received, by damage to the Premises or otherwise.

(b) Landlord may enter the Premises and remove the Tenant and its personal property, by force if necessary, without being liable to Tenant in any manner whatsoever for such acts, and may relet the Premises as the agent of Tenant and receive such rent therefor. In such event Tenant shall be liable to Landlord for any deficiency which may arise by reason of such reletting during the remainder of the Lease Term. Landlord may include, without limitation, brokerage commissions and attorney's fees incurred in reletting the Premises and any and all reasonable costs and expenses incurred in renovating or altering space to make it suitable for reletting in computing Landlord's costs, losses or damages for which Tenant is liable as set forth above, and the proceeds of such reletting shall be first applied to such costs and expenses, then to the payment of Total Rent and all other indebtedness of Tenant to Landlord hereunder, with the balance, if any, to be held by Landlord to be applied in payment of future Total Rent and all other such indebtedness as same becomes due and payable throughout the Lease Term.

ARTICLE 7
DESTRUCTION OR DAMAGE; CONDEMNATION

7.1 DESTRUCTION OF OR DAMAGE TO PREMISES. If because of fire, the elements, or act of God, the Premises or the Building is either destroyed or damaged so as to render the Premises wholly unfit for occupancy, or if in the judgment of Landlord the damage resulting cannot be repaired within sixty (60) days from such damage, then at the option of Landlord or Tenant to be exercised by giving written notice to the other within sixty (60) days following the date of such damage, this Lease shall terminate on the date of such election, and Tenant shall immediately surrender the Premises to Landlord. In such event, and regardless of whether Landlord elects to terminate this Lease, Tenant shall continue to owe and pay Total Rent up to but not beyond the time of such surrender, but Total Rent shall abate in proportion to the number of square feet of rentable area of the Premises rendered unusable by such damage. If the Premises are not rendered wholly unfit for occupancy and Landlord can repair them within the time provided for above, Landlord shall repair such damage within a reasonable time after written notice to it of such damage, and during such period of repair Total Rent shall abate in proportion to the amount of rentable square feet of the Premises rendered unusable by such damage. Tenant's obligation to pay Total Rent shall not cease or abate if the damage to the Premises or the Building was caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, subtenants, or assignees. Under no circumstances shall Landlord be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging,

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or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided above. Tenant assumes the risks of any and all damage to its personal property in or on the Premises and from any casualty whatsoever.

7.2 EMINENT DOMAIN. If all of the Premises or the Building is taken, or if such a part of either is taken so as to render the remainder thereof unsuitable for Tenant's purposes, for any public or quasi-public use by eminent domain or by private purchase in lieu thereof, this Lease shall terminate at the option of either Landlord or Tenant on the date that the condemning authority actually takes possession of the part condemned. If this Lease is not so terminated, or upon a taking not within the scope of the foregoing, Total Rent shall abate for the period of such taking in proportion to the area of the Premises taken. In no event shall Tenant have any right or claim to any part of any award made to or received by Landlord for such taking, or against Landlord for the value of any unexpired term of this Lease.

ARTICLE 8
ADDITIONAL PROVISIONS

8.1 ADDRESSES-NOTICES.

(a) Except for legal process which may also be served as by law provided, all notices required or desired to be given with respect to this Lease shall be in writing and shall be deemed to have been given when hand delivered or three (3) days after deposited, postage prepaid, with the United States Postal Service (or its official successor), certified, return receipt requested, properly addressed as follows:

(i) To Tenant:

On-Site Sourcing, Inc. Suite 4050 Georgia-Pacific Center 133 Peachtree Street Atlanta, Georgia 30303

With a copy to:

On-Site Marketing, Inc. 1111 North 19th Street Suite 600
Arlington, Va. 22209 Attn: Jack Sabanosh

With a copy to:

McClure & McClure, LLC 1708 Peachtree Street, NW, Suite 450 Atlanta, Georgia 30309 Attn: Michael P. Kornheiser

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(ii) To Landlord:

Ga-Met
c/o Georgia-Pacific Corporation 133 Peachtree Street Atlanta, Georgia 30303

Attn: Building Manager

With a copy to:

Georgia-Pacific Corporation 133 Peachtree Street Atlanta, Georgia 30303

Attn: Legal Department

With a copy to:

Metropolitan Life Insurance Company Georgia 400 Center 2400 Lakeview Parkway, Suite 400 Alpharetta, Georgia 30004

Attn: Vice President or Associate General Counsel

Such addresses may be changed from time to time by either party by notice to the other.

(b) Tenant hereby designates and appoints as its agent to receive notice of all dispossessory or distraint proceedings the person in charge of or occupying the Premises at the time such notice is given, or, if there is no such person, then such service of notice may be made by attaching it on the main entrance of the Premises.

8.2 HOLDING OVER. In no event shall there be any renewal of this Lease by operation of law, and if Tenant remains in possession of the Premises after the termination of this Lease and without the execution of a new lease, Tenant shall be deemed to be occupying the Premises as a tenant at will at an amount equal to one hundred fifty percent (150%) of the Total Rent and otherwise subject to all the covenants and provisions of this Lease insofar as the same are applicable to a month-to-month tenancy.

8.3 BROKERS. Except with respect to Taylor & Mathis (whose commission Landlord shall pay) and Wilson, Hull & Neal (to whom Taylor & Mathis is obligated to pay a portion of such commission in accordance with a separate written agreement between Taylor & Mathis and Wilson, Hull & Neal) Tenant and Landlord each represents and warrants to the other that no broker, agent, commission salesman or other person has represented the warranting party in the negotiations for and procurement of this Lease and of the Premises, and that no commissions, fees or

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compensation of any kind are due and payable in connection herewith to any such person or entity. Each party further warrants that any compensation arrangement with the parties excepted from the foregoing warranty has been reduced to writing in its entirety in a separate agreement signed simultaneously with or before this Lease by the party against whom the commission or compensation is charged.

8.4 WAIVER OF RIGHTS. No failure or delay by Landlord to exercise any right or power given it or to insist upon strict compliance by Tenant with any obligation imposed on it, and no custom or practice of either party hereto at variance with any term hereof shall constitute a waiver or a modification of the terms hereof by Landlord or any right it has herein to demand strict compliance with the terms hereof by Tenant. This Lease contains the sole and entire agreement of Landlord and Tenant and no prior or contemporaneous oral or written representation or agreement between the parties and affecting the Premises shall have legal effect. No representative, agent or employee of Landlord has or shall have any authority to waive any provision of this Lease unless such waiver is expressly made in writing and signed by an authorized representative of Landlord.

8.5 ATTORNEYS' FEES AND EXEMPTION. Tenant hereby waives and renounces all homestead or exemption rights which Tenant may have under or by virtue of the Constitution and Laws of the United States, Georgia, or any other State as against any debt Tenant may owe Landlord under this Lease, and hereby transfers, conveys, and assigns to Landlord all homestead or exemption rights which may be allowed or set apart to Tenant, including such as may be set apart in any bankruptcy proceeding, to pay any debt owing by Tenant to Landlord hereunder. If any rent or other debt owing by Tenant to Landlord hereunder is collected by or through an attorney at law, Tenant agrees to pay an additional amount equal to reasonable attorneys' fees actually incurred by Landlord.

8.6 NO ESTATE IN LAND. This Lease creates the relationship of landlord and tenant between Landlord and Tenant. No estate shall pass out of Landlord, and Tenant has only a usufruct which is not subject to levy and sale.

8.7 RECORDING. This Lease shall not be recorded by Tenant without Landlord's consent endorsed hereon.

8.8 GOVERNMENTAL REGULATIONS.

(a) Tenant waives the benefits of all existing and future rent control legislation and statutes and similar governmental rules and regulations, whether in time of war or not, to the full extent permitted by law.

(b) If Landlord shall be required by any governmental authority in order to maintain the Building as an office building, or otherwise, or the Premises for the use stipulated in Section 2.1, to repair, alter, remove, construct, reconstruct, or

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improve any part or all of the Premises or the Building, such action shall be made by and at Landlord's expense (so long as not occasioned by a violation of the use restrictions of Section 2.1, in which case such action shall be at Tenant's expense), but shall in no way affect Tenant's obligations under this Lease. Tenant waives all claim for injury, damage or abatement of rent because of such repair, alteration, removal, construction, reconstruction, or improvement; provided, however, if such action by Landlord renders the Premises untenantable, or if Landlord cannot reasonably complete such acts within sixty
(60) days after notice to it to perform such acts by the governmental authority, either Landlord or Tenant, by written notice to the other delivered not later than seventy (70) days after the date of notice to Landlord by such governmental authority, may terminate this Lease, in which event Total Rent shall be apportioned and paid up to and including the date the Premises become untenantable.

8.9 SUBORDINATION AND ATTORNMENT.

(a) Except as provided in Subsection (c) below, this Lease and all rights of Tenant hereunder are and shall be subject and subordinate to the lien of Landlord's Mortgage.

(b) While Subsection (a) above is self-operative, and no further instrument of subordination shall be necessary, Tenant shall, in confirmation of such subordination, upon demand, at any time or times, execute, acknowledge and deliver to Landlord or a holder of Landlord's Mortgage any and all instruments requested by either of them to evidence such subordination.

(c) Tenant shall, upon demand, at any time or times, execute, acknowledge, and deliver to Landlord or to a holder of Landlord's Mortgage, without expense, any and all instruments that may be necessary to make this Lease superior to the lien of Landlord's Mortgage.

(d) If a holder of Landlord's Mortgage shall hereafter succeed to the rights of Landlord under this Lease, Tenant shall, at the option of such holder, attorn to and recognize such successor as Tenant's landlord under this Lease and shall promptly execute and deliver any instrument that may be necessary to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between each successor Landlord and Tenant, subject to all of the terms, covenants and conditions of this Lease.

(e) If Tenant fails at any time to execute, acknowledge and deliver any of the instruments provided for by Subsections 8.9 (b), (c) and (d) above within ten days after Landlord's written request so to do, Landlord, in addition to the remedies allowed by Article 6, may execute, acknowledge and deliver any and all of such instruments as the attorney in fact of Tenant and in its name, place and stead, and Tenant hereby irrevocably appoints Landlord, its successors and assigns as such attorney in fact.

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8.10 ESTOPPEL CERTIFICATE. At any time and from time to time, Tenant, on or before the date specified in a request therefor made by Landlord, which date shall not be earlier than ten (10) days from the making of such request, shall execute, acknowledge and deliver to Landlord a certificate evidencing (i) whether or not this Lease is in full force and effect, (ii) whether or not this Lease has been amended in any way, (iii) whether or not there are any existing defaults on the part of Landlord hereunder to the knowledge of Tenant and specifying the nature of such defaults, if any, and (iv) the date to which rent, and other amounts due hereunder, if any, have been paid. Each certificate delivered pursuant to this Paragraph may be relied on by any prospective purchaser or transferee of Landlord's interest hereunder or of any part of Landlord's property or by any holder or prospective holder of Landlord's Mortgage, or a mortgage or prospective mortgage of any part of Landlord's other property.

8.11 SEVERABILITY. If any clause or provision of this Lease is or becomes illegal, invalid, or unenforceable because of present or future laws or any rule or regulation of any governmental body or entity, effective during its term, the intention of the parties hereto is that the remaining parts of this Lease shall not be affected thereby, unless the amount of Total Rent payable hereunder is thereby decreased, in which event Landlord may terminate this Lease.

8.12 CAPTIONS. The captions used in this Lease are for convenience only and do not in any way limit or amplify the terms and provisions hereof.

8.13 SUCCESSORS AND ASSIGNS. The provisions of this Lease shall inure to the benefit of and be binding upon Landlord and Tenant, and their respective successors, heirs, legal representatives and assigns, subject, however, in the case of Tenant, to the provisions of Article 5.

8.14 SALE OF PROPERTY. In the event of any sale or sales of the Property and the Building or of any lease thereof and upon transfer of the Security Deposit in connection therewith, the Landlord named hereinabove shall be and hereby is entirely freed and relieved of all covenants and obligations of Landlord hereunder accruing thereafter, and it shall be deemed without further agreement that the purchaser, or the lessee, as the case may be, has assumed and agreed to carry out any and all covenants and obligations of Landlord hereunder during the period such party has possession of the Property and the Building. Should the Property and the entire Building be severed as to ownership by sale and/or lease, then the owner of the entire Building or the lessee of the entire Building that has the right to lease space in the Building to tenants shall be deemed the "Landlord". Tenant shall be bound to any succeeding landlord for all the terms, covenants and conditions hereof and shall execute any attornment agreement not in conflict herewith at the request of any succeeding landlord. The provisions of this Section 8.14 shall apply to each and every sale, lease or other transfer of the Property or the Building, or both, during the Lease Term.

17

8.15 TRANSFER OF TENANTS. This Section 8.15 shall only be effective at such times and from time to time as the Premises contains a rentable area of 3,000 square feet or less. Landlord hereby reserves the right, at its sole option and upon giving at least sixty (60) calendar days written notice in advance to Tenant, to transfer and remove Tenant from the Premises from time to time to any other available space in the Property of substantially equal area, which space shall, once Tenant has been relocated therein, be deemed the "Premises" for purposes of this Lease. Landlord hereby agrees to bear the expense of such transfer and removal, as well as the expense of any renovations or alterations which are necessary to make the new space conform substantially in layout and appointment with the Premises. Failure of Tenant to cooperate with Landlord pursuant to this provision and to remove itself from the premises shall permit Landlord to enter the Premises and to remove Tenant and its property therefrom and to relocate Tenant and its property in the new space provided by Landlord pursuant to this provision, all without being liable to Tenant in any manner whatsoever for such acts, except for the expenses which are expressly provided in this Section 8.15 to be paid by Landlord.

8.16 GEORGIA LAW. The laws of the State of Georgia shall govern the interpretation, validity, performance and enforcement of this Lease.

8.17 TIME IS OF THE ESSENCE. Except as otherwise specifically provided herein, time is of the essence of this Lease.

8.18 LIMITATION OF LIABILITY. Landlord's obligations and liability to Tenant with respect to this Lease shall be limited solely to Landlord's interest in the Property, and neither Landlord nor either of the joint venturers of Landlord, nor any officer, director, or shareholder of Landlord or of any of the joint venturers of Landlord shall have any personal liability whatsoever with respect to this Lease.

8.19 EXECUTION. This Lease may be executed in any number of counterparts, each of which shall be deemed an original and any of which shall be deemed to be complete in itself and be admissible into evidence or used for any purpose without the production of the other counterparts.

8.20 MULTIPLE TENANTS. If Tenant is composed of more than one individual or entity, then all are jointly and severally liable for the due and proper performance of Tenant's duties and obligations arising under or in connection with this Lease.

8.21 FORCE MAJEURE. Landlord shall be excused from the performance of any of its obligations for the period of any delay resulting from any cause beyond its control, including, without limitation, all labor disputes, governmental regulations or controls, fires or other casualties, inability to obtain any material or services, or acts of God.

18

8.22 PEACEFUL POSSESSION. So long as Tenant observes and performs the covenants and agreements contained herein, Landlord covenants that Tenant shall at all times during the Lease Term peacefully and quietly have and enjoy possession of the Premises, but always subject to the terms hereof.

8.23 SPECIAL STIPULATIONS. The Special Stipulations, if any, attached hereto are made a part hereof by this reference, and to the extent they conflict with any of the foregoing provisions, they shall control.

IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be executed under seal as of the date first above written.

LANDLORD:

                                            GA-MET, a joint venture
                                            comprised of Metropolitan Life
                                            Insurance Company and Georgia-
                                            Pacific Corporation

Signed, sealed and delivered                By: Georgia-Pacific Corporation,
by Georgia-Pacific Corporation                  a Georgia corporation
in the presence of:                             Authorized venture signatory


/s/ [Illegible]                                 By: /s/ [Illegible]
------------------------------                     ----------------------------
Unofficial Witness                                   Its: V.P. Corp. Services
                                                         ----------------------

/s/ Lisa H. Hagebak
------------------------------                  Attest: /s/ [Illegible]
Notary Public                                      ----------------------------
Commission Expiration Date:                          Its: Asst. Secretary
Date of Notarization:                                    ----------------------

(NOTARIAL SEAL)                                      (CORPORATE SEAL)

Signed, sealed and delivered                TENANT:
by Tenant in the presence of:
                                            ON-SITE SOURCING, INC.,
                                            a Delaware corporation
/s/ [Illegible]
------------------------------              By: /s/ [Illegible]
Unofficial Witness                             -----------------------------
                                               Its: Director of Sales
                                                   -------------------------
/s/ Holly G. Carlson
------------------------------
Notary Public                               Attest:
Commission Expiration Date:                        -------------------------
Date of Notarization:                              Its:
                                                       ---------------------
(NOTARIAL SEAL)                                      (CORPORATE SEAL)

                HOLLY G. CARLSON
                    NOTARY
                   EXPIRES
                   GEORGIA
                OCT. 27, 2000
                    PUBLIC
                GWINETT COUNTY

19

SPECIAL STIPULATIONS

1. Parking. Tenant shall have the right from and after the Commencement Date to lease up to three (3) parking spaces in the Georgia-Pacific Center Parking Garage at the posted monthly rental rates in effect for such spaces from time to time; provided, however, for the first twelve (12) months of the Lease Term, the rental rate shall not exceed $90.00 per month for each unreserved space or $125.00 per month for each reserved space.

2. Additional Electrical Service. Notwithstanding Section 4.2(c) of this Lease, the 220 volt electrical outlets to be provided pursuant to the Work Schedule shall be separately metered and paid for monthly by Tenant within ten
(10) days of receipt by Tenant of each monthly invoice.

20

EXHIBIT "A"
FLOOR PLAN

[FLOOR PLAN OMITTED]

A-1

EXHIBIT "B"

LEGAL DESCRIPTION OF THE PROPERTY

ALL THAT TRACT OR PARCEL OF LAND located in the City of Atlanta in Land Lot 51 of the 14th District of Fulton County, Georgia, and being more particularly described as follows:

BEGINNING at the point of intersection of the northerly right-of-way line of Houston Street (a 60-foot right-of-way) and the westerly right-of-way line of Ivy Street (a 59.70-foot right-of-way at this point) and running thence along said northerly right-of-way line of Houston Street north 89 degrees 03 minutes 42 seconds west a distance of 406.11 feet to a point on the easterly right-of-way line of an abandoned road formerly known as Park Place; running thence north 00 degrees 58 minutes 35 seconds east a distance of 193.26 feet to a point; running thence along the easterly right-of-way line of Peachtree Street north 01 degree 46 minutes 50 seconds east a distance of 19.82 feet to a point; running thence south 89 degrees 19 minutes 45 seconds east a distance of 161.49 feet to a point; running thence south 89 degrees 17 minutes 20 seconds east a distance of 244.11 feet to a point on the westerly right-of-way line of Ivy Street (a 59.48-foot right-of-way at this point); running thence along said westerly right-of-way line of Ivy Street south 01 degree 43 minutes 00 seconds west a distance of 18.02 feet to a point; running thence along said westerly right-of-way line of Ivy Street south 00 degrees 50 minutes 28 seconds west a distance of 196.78 feet to the POINT OF BEGINNING, being shown as 1.994 acres on plat of survey for Georgia-Pacific Corporation, prepared by Metro Engineering and Surveying Co., Inc., bearing the certification of Chester M. Smith, Jr., Georgia Registered Land Surveyor No. 1445, dated December 12, 1980, last revised May 13, 1981.

B-1

EXHIBIT "C"

COMMENCEMENT DATE AGREEMENT

Agreement made this ___ day of ______________, 19__, between GA-MET (hereinafter referred to as "Landlord") and _______________________________ (hereinafter referred to as "Tenant").

WHEREAS, Landlord and Tenant entered into a lease dated __________, 19__ (hereinafter referred to as the "Lease"), for space on the __ Floor in the building known as the Georgia-Pacific Center;

NOW, THEREFORE, pursuant to the provisions of Subsection 4.1 (c) of the Lease, Landlord and Tenant mutually agree as follows:

1. Tenant is in possession of, and has accepted, the Premises demised by the Lease. Tenant further certifies that to Tenant's knowledge all conditions of the Lease required of Landlord as of this date have been fulfilled except for _____________________________ and there are no defenses or off-sets against the enforcement of the Lease by Landlord.

2. The Commencement Date of the Lease Term is ________, 19__, and the Expiration Date of the Lease Term is __________, 19__.

3. Terms used herein are defined in the Lease.

IN WITNESS WHEREOF, the parties hereto have signed and sealed this Agreement, the ____ day of ____________, 19__.

LANDLORD:                                     TENANT:

GA-MET, a joint venture comprised of          ________________________________
Metropolitan Life Insurance Company
and Georgia-Pacific Corporation
                                              By:_____________________________
By: Georgia-Pacific Corporation,                 Title:
    a Georgia corporation
    Authorized venture signatory
                                              Attest:_________________________
                                                     Title:
    By:__________________________
       Title:                                           [CORPORATE SEAL]


    Attest:_______________________
       Title:

              [CORPORATE SEAL]


EXHIBIT "D"

[INTENTIONALLY OMITTED]

D-1

EXHIBIT "E"

WORK SCHEDULE

Landlord and Tenant agree to the following:

1. Within five (5) days after the date of this Lease, Tenant shall advise Landlord in writing as to all changes or improvements which Tenant wishes for Landlord to make to the Premises, including, without limitation, any repainting, recarpeting and electrical (including installation of five (5) 220 volt electrical outlets). Landlord shall promptly cause a space planner selected by Landlord to prepare design plans and working drawings for such work to be done on the Premises to make the same ready for Tenant's occupancy (the "Work"). Landlord shall pay the cost of the preparation of such preliminary plans and construction drawings from the Tenant construction allowance referred to in
Section 2 below. All plans and construction drawings shall be submitted to Tenant for approval prior to commencement of construction; and Tenant shall advise Landlord in reasonable detail within five (5) days after receipt of such plans and construction drawings of any changes therein requested by Tenant.

2. Landlord shall promptly let the contracts for the construction of the Work subject to Tenant's prior approval of the total cost thereof and of any changes thereto including the cost of such changes, none of which approvals shall be unreasonably withheld or delayed. Landlord shall pay the first $11,298.00 (i.e., $6.00 per rentable square foot in the Premises) (but net of any funds expended by Landlord pursuant to Section 1 above for the services of the space planner) of the cost of such construction. Tenant shall pay the balance of such cost and the cost of any changes in the Work made at the request of Tenant, which payments shall be made through Landlord within 30 days of submission by Landlord to Tenant of invoices therefor. If and to the extent such Tenant construction allowance of $11,298.00 is not required to cover the costs of the Work, the balance shall be credited to the next due installment of Base Rental.

3. Landlord's selection of designers and/or contractors is not and shall not, however, be deemed to be a representation or warranty of the quality of work they will perform, their financial ability or any other matter respecting their performance. Any issues relating to the Work shall be presented to Taylor & Mathis as Landlord's building manager for review.

E-1

EXHIBIT "F"

RULES AND REGULATIONS

1. The sidewalks, and public portions of the Building, such as entrances, passages, courts, elevators, vestibules, stairways, corridors or halls shall not be obstructed or encumbered by Tenant or used for any purpose other than ingress and egress to and from the Premises.

2. No awnings or other projections shall be attached to the outside walls of the Building. No curtains, blinds, shades, louvered openings or screens shall be attached to or hung in, or used in connection with, any window or door of the Premises, without the prior written consent of Landlord.

3. No sign, advertisement, notice or other lettering shall be exhibited, inscribed, painted or affixed by Tenant on any part of the outside of the Premises or Building or on corridor walls. Signs on entrance door or doors shall conform to building standard signs, samples of which are on display in Landlord's rental office. Signs on doors shall, at Tenant's expense, be inscribed, painted or affixed for each tenant by sign makers approved by Landlord. In the event of the violation of the foregoing by Tenant, Landlord may remove same without any liability, and may charge the expense incurred by such removal to Tenant.

4. The sashes, sash doors, skylights, windows, heating, ventilating and air conditioning vents and doors that reflect or admit light and air into the halls, passageways or other public places in the Building shall not be covered or obstructed by Tenant, nor shall any bottles, parcels, or other articles be placed on the window sills.

5. No show cases or other articles shall be put in front of or affixed to any part of the exterior of the Building, nor placed in the public halls, corridors or vestibules without the prior written consent of Landlord.

6. The water and wash closets and other plumbing fixtures shall not be used for any purposes other than those for which they were constructed, and no sweepings, rubbish, rags, or other substances shall be thrown therein. All damages resulting from any misuse of the fixtures shall be borne by Tenant, if caused by it or its agents, employees, contractors, licensees or invitees.

7. Tenant shall not in any way deface any part of the Premises or the Building. Tenant shall not lay linoleum, or other similar floor covering, so that the same shall come in direct contact with the floor of the Premises, and, if linoleum or other similar floor covering is desired to be used, an interlining of builder's deadening felt shall be first affixed to the floor, by a paste or other material, soluble in water, the

F-1

use of cement or other similar adhesive material being expressly prohibited.

8. No bicycles, vehicles or animals (except seeing eye dogs) of any kind shall be brought into or kept in or about the Premises. No cooking shall be done or permitted by Tenant on the Premises except in conformity with law and then only in the utility kitchen, if any, as set forth in Tenant's layout, which is to be primarily used by Tenant's employees for heating beverages and light snacks. Tenant shall not cause or permit any unusual or objectionable odors to be produced upon or permeate from the Premises.

9. No space in the Building shall be used for manufacturing, distribution, or for the storage of merchandise or for the sale of merchandise, goods or property of any kind at auction.

10. Tenant shall not make, or permit to be made, any unseemly or disturbing noises or disturb or interfere with occupants of the Building or neighboring buildings or premises or those having business with them, whether by the use of any musical instrument, radio, talking machine, unmusical noise, whistling, singing, or in any other way. Tenant shall not throw anything out of the doors, windows or skylights or down the passageways.

11. Neither Tenant, nor any of Tenant's servants, employees, agents, visitors or licensees, shall at any time bring or keep upon the Premises any inflammable, combustible or explosive fluid, or chemical substance, other than reasonable amounts of cleaning fluids or solvents required in the normal operation of Tenant's business offices.

12. No additional locks or bolts of any kind shall be placed upon any of the doors or windows by Tenant, nor shall any changes be made in existing locks or the mechanism thereof, without the prior written approval of Landlord and unless and until a duplicate key is delivered to Landlord. Tenant shall, upon termination of its tenancy, restore to Landlord all keys of stores, offices and toilet rooms, either furnished to, or otherwise procured by, Tenant, and in the event of the loss of any keys so furnished, Tenant shall pay to Landlord the cost thereof.

13. All removals, or the carrying in or out of any safes, freight, furniture or bulky matter of any description must take place during the hours which Landlord or its agent may determine from time to time. Landlord reserves the right to inspect all freight to be brought into the Building and to exclude from the Building all freight which violates any of these Rules and Regulations or the Lease of which these Rules and Regulations are a part.

14. Tenant shall be restricted in the use of the Premises as provided in the Lease, but the Premises shall never

F-2

be used for any of the following: (a) public stenographic or typing services,
(b) storage, manufacture or sale of liquor, narcotics, tobacco or other restricted or regulated substances, except where no license or permit is required and such business is conducted solely with Tenant's employees or social quests, (c) public employment bureau or agency, or (d) employment or payroll office, except as related to Tenant's employees actually working on the Premises.

15. Landlord shall have the right to prohibit any advertising by Tenant which, in Landlord's opinion, tends to impair the reputation of the Building or its desirability as a building for offices, and upon written notice from Landlord, Tenant shall refrain from or discontinue such advertising.

16. Landlord reserves the right to exclude from the Building at all times other than business hours all persons who do not present a pass to the Building signed by Tenant. Tenant shall be responsible for all persons for whom it issues such a pass and shall be liable to Landlord for all acts of such persons.

17. At the option of Landlord, Tenant agrees to purchase from Landlord or its agents all ceiling grid lamps and bulbs used in the Premises and to pay for the cost of installation thereof.

18. The Premises shall not be used for lodging or sleeping or for any immoral or illegal purpose.

19. The requirements of Tenant will be attended to only upon application at the office of the Building. Building employees shall not perform any work or do anything outside of their regular duties, unless under special instructions from the office of Landlord.

20. Canvassing, soliciting and peddling in the Building are prohibited and Tenant shall cooperate to prevent the same.

21. There shall not be used in any space, or in the public halls of any building, either by Tenant or by its jobbers or others, in the delivery or receipt of merchandise, any hand trucks, except those equipped with rubber tires and side guards. No hand trucks shall be used in passenger elevators.

22. Tenant, in order to obtain maximum effectiveness of the cooling system, shall lower and/or close venetian or vertical blinds or drapes where sun's rays fall directly on windows of Premises.

23. All paneling, grounds or other wood products not considered furniture shall be of fire retardant materials. Before installation of such materials, certification of the materials'

F-3

fire retardant characteristics shall be submitted to Landlord or its agents, in a manner satisfactory to Landlord.

F-4

EXHIBIT "G"

JANITORIAL SPECIFICATIONS

I. NIGHTLY

(A) Vacuum all carpets.

(B) Dust mop (or vacuum) all hardwood and linoleum floors.

(C) Dust all desks, office furniture and office equipment, except under papers, folders, office equipment or personal articles (photographs, coffee cups, etc.).

(D) Empty all ashtrays and ash urns and wipe clean.

(E) Empty all trash containers and waste paper baskets, replace plastic liners and return to their proper locations.

(F) Remove all trash from floors to trash areas designated by Building Manager.

(G) Return chairs moved during vacuuming or dusting to proper positions.

(H) Remove any debris from drinking fountains.

(I) Wipe clean any smudged bright work (brass door handles, etc.) as needed.

(J) Vacuum elevator lobbies.

(K) Elevator - vacuum interior; clean metal trim and doors; wipe clean spots on walls.

(L) Restrooms - remove all trash, clean and sanitize wash basins, commodes and urinals; replace all supplies (soap, hand towels, toilet tissue, etc.); mop floor and damp wipe stall walls as needed.

(M) Wipe clean all kitchen-type counters and tables in employee breakrooms, but cleaning, disposing of and storing plates, eating utensils, soft drink containers will be the tenant's responsibility.

(N) Upon completion of all cleaning, all overhead lights (except those in use by tenants at that time) will be turned off and suite doors locked.

II. WEEKLY

G-1

(O) Remove fingerprints, dirt smudges, graffiti, etc. (if any) from all doors, frames, glass partitions, windows, light switches, walls, elevator door jambs, call buttons and elevators.

(P) Clean all metal door thresholds.

(Q) Sweep all service stairwells.

(R) Dust all vinyl baseboard not obscured by furniture or office equipment.

(S) Clean (damp mop) all hardwood and linoleum floors.

III. MONTHLY

(A) Dust all areas, including tops of door frames, structural and furniture ledges, air conditioning diffusers and return grills, tops of partitions, window sills, door louvers, picture frames, charts, graphs, wood paneling, molding and similar wall hangings.

IV. QUARTERLY

(A) Clean, wax and buff all hardwood and linoleum floors. Tenant will be notified prior to this cleaning so that all items on desk tops, ledges, and moveable office furniture can be secured so as not to be interfered with by janitorial crew when cleaning.

G-2

Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in the Registration Statement No. 333-77625 on Form S-8 of On-Site Sourcing, Inc. of our report dated January 31, 2001, except for note 15 which is dated April 1, 2001, relating to the balance sheets of On-Site Sourcing, Inc. as of December 31, 2000 and 1999 and the related statements of operations, stockholders' equity and cash flows for the years ended December 31, 2000, 1999 and 1998, which report appears in the December 31, 2000 annual report on Form 10-K of On-Site Sourcing, Inc.

/s/ Reznick Fedder & Silverman

Bethesda, Maryland
April 2, 2001

BROKERAGE PARTNERS