Exhibit 10.21
FOURTH LEASE EXTENSION AND MODIFICATION AGREETMENT
THIS FOURTH LEASE EXTENSION AND MODIFICATION AGREEMENT (hereinafter
referred to as this "Fourth Amendment") is entered into as of 8th of July, 2005
(hereinafter referred to as the "New Premises Commencement Date" or the "NPCD"),
by and between TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, FOR THE
BENEFIT OF ITS SEPARATE REAL ESTATE ACCOUNT (hereinafter referred to as
"Landlord"), and INNOTRAC CORPORATION, a Georgia corporation (hereinafter
referred to as "Tenant").
WITNESSETH:
WHEREAS, Tenant and Satellite Triangle Properties, L.L.C., a Georgia
limited liability company (hereinafter referred to as "Satellite"), entered into
that certain Lease Agreement, dated October 6, 1999 (hereinafter referred to as
the "Warehouse Lease"), as amended by that certain First Lease Extension and
Modification Agreement between Tenant and Landlord, as the successor-in-interest
to Satellite, dated October 3, 2000 (hereinafter referred to as the "First
Amendment"), as amended by that certain Second Lease Extension and Modification
Agreement between Tenant and Landlord, dated April 15, 2004 (hereinafter
referred to as the "Second Amendment"), and as amended by that certain Third
Lease Extension and Modification Amendment between Tenant and Landlord, dated as
of February 1, 2005 (hereinafter referred to as the "Third Amendment"; the
Warehouse Lease, as amended by the First Amendment, the Second Amendment and
the Third Amendment, is hereinafter sometimes referred to as the "Lease"),
pursuant to which Tenant leased from Landlord certain premises known as Suite B
of the building located at 1620 Satellite Boulevard, Duluth, Gwinnett County,
Georgia 30097 (hereinafter referred to as the "Building") which premises are
more particularly described in the Lease (hereinafter referred to as the
"Original Premises");
WHEREAS, Landlord is the successor-in-interest to Satellite and has
acquired all of Satellite's right, title and interest in, to and under the
Lease;
WHEREAS, the parties desires to relocate Tenant's space to certain space in
the Building, which consists of fifty-two thousand one hundred twenty (52,120)
square feet, said new premises being more particularly shown on Exhibit A-4.
attached hereto and incorporated herein by this reference (hereinafter referred
to as the "New Premises"), and Landlord has agreed to Tenant's relocation to the
New Premises, subject to the provisions hereinafter set forth;
WHEREAS, subsequent to such relocation, Tenant intends to lease the New
Premises from Landlord upon the same terms and conditions as set forth in the
Lease, as modified by this Fourth Amendment; and
WHEREAS, the parties desire to amend the Lease to expand the space leased
by Tenant to relocate such space to the New Premises, to extend the term of the
Lease and to provide for such other related matters as are hereinafter set
forth.
NOW, THEREFORE, for and in consideration of the mutual covenants and
conditions set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant
agree to amend the Lease as follows:
1. Defined Terms. Capitalized terms used herein, unless otherwise defined
herein, shall have the same meanings as given such terms in the Lease.
2. Relocation to New Premises. The Lease is hereby further amended to
provide for the relocation of the space leased by Tenant thereunder from the
Original Premises to the New Premises. Landlord hereby leases to Tenant, and
Tenant hereby leases from Landlord the New premises in accordance with all of
the terms and conditions of the Lease, except as further modified or amended
hereby.
3. Term of Lease of New Premises.
a. Except as otherwise may be expressly provided in this Fourth
Amendment, Tenant takes and accepts the New Premises from Landlord in its
present "AS IS" condition and as suited for the use intended by Tenant without
any representation or warranty whatsoever to have and to hold the same for the
term of the Lease, as amended hereby. The term of the Lease as to the New
Premises shall commence on the New Premises Commencement Date, and shall expire
on July 31, 2007 (the "New Premises Expiration Date" or "NPED"). The term of the
Lease as to the Original Premises shall expire on the New Premises Commencement
Date. From and after the New Premises Commencement Date, all references in the
Lease to the "Commencement Date" shall be deemed to refer to the New Premises
Commencement Date and all references to the "expiration date" or "Expiration
Date" shall be deemed to refer to the New Premises Expiration Date. The rental
and other payments due hereunder from Tenant with respect to the New Premises
shall commence on the New Premises Commencement Date. If, for any reason
whatsoever, the New Premises are not substantially completed by the New Premises
Commencement Date, or if Landlord, for any reason whatsoever, cannot deliver
possession of the New Premises to Tenant on or before the New Premises
Commencement Date, this Lease shall not be void or voidable, nor shall Landlord
be liable to Tenant for any resulting loss or damages. If Landlord is unable to
deliver possession on or before the New Premises Commencement Date, then the New
Premises Commencement Date shall be deferred by the number of days such delivery
is delayed beyond the originally scheduled New Premises Commencement Date,
except that if the New Premises Commencement Date, as so deferred, is not the
last day of a calendar month, the New Premises Commencement Date shall be
further deferred until the last day of such calendar month. Except for such
deferral, the lease of the New Premises shall remain in full force and effect in
accordance with the terms and conditions of the Lease and no delay in delivery
of possession shall relieve Tenant of Tenant's obligations to Landlord
(including the payment of rent and other amounts) as provided therein. Such
deferral of the New Premises Commencement Date shall be Tenant's sole remedy
for Landlord's failure to deliver timely possession of the New Premises.
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b. Within twenty (20) days after the New Premises Commencement Date,
Tenant shall execute and deliver to Landlord a Memorandum of Commencement of
Rent in the form attached hereto as Exhibit D-4.
4. Vacation of Original Premises. Tenant hereby covenants to Landlord that
Tenant shall surrender the Original Premises to Landlord by no later than 10:00
p.m. EST on the fifth (5th) business day following the New Premises Commencement
Date, as same may be deferred (the "Complete Exit Date"), in accordance with the
Lease, the same as if, the Complete Exit Date were the expiration date of the
term of the Lease with respect to the Original Premises; provide, that from and
after the New Premises Commencement Date, rent for the New Premises shall be
governed by the rent schedule set forth in Paragraph 5.c. of this Fourth
Amendment, and Tenant's only interest in the Original Premises after the New
Premises Commencement Date shall be the right to store its property in the
Original Premises until the Complete Exit Date and the right to access the
Original Premises until the Complete Exit Date in order to retrieve its property
therefrom. After the Complete Exit Date, Tenant shall have no further right,
claim or interest with respect to the Original Premises and shall remove all its
equipment and property therefrom. Any property not so removed from the Original
Premises by Tenant by the Complete Exit Date may be deemed abandoned, and
Landlord shall be authorized to retain such property, or any portion thereof, as
Landlord's own property or to dispose of such property in any manner Landlord
deems appropriate, in Landlord's sole discretion. Tenant shall remain liable for
any and all out of pocket costs incurred by Landlord relating to its removal or
disposition of any property in the Original Premises after the Complete Exit
Date and Tenant releases Landlord of any and all liability in connection
therewith. Tenant acknowledges that Landlord has relied and will rely on
Tenant's covenants set forth in this Paragraph 4 in entering into a new lease
with a third party with respect to the Original Premises and in performing
Landlord's obligations under such new lease. In the event the New Premises
Commencement Date occurs after June 1, 2005, Tenant shall be permitted to remain
in occupancy of the Original Premises until the New Premises Commencement Date
pursuant to all of the terms and conditions of the lease as in effect on the
date immediately preceding the date of this Fourth Amendment and no rental shall
be owed by Tenant with respect to the New Premises until the New Premises
Commencement Date. If Tenant fails to vacate the Original Premises on or before
the Complete Exit Date, Tenants occupancy of the Original Premises shall be a
tenancy-at-sufferance and Tenant shall be required to pay Base Rent for the
Original Premises, in addition to Base Rent for the New Premises, at a rate of
one hundred fifty percent (150%) of the Base Rent provided for in the Lease as
of the New Premises Commencement Date for each calendar month that Tenant
remains in occupancy of the Original Premises, with rental to be pro rated per
diem.
5. Terms of the New Premises Lease. The lease of the New Premises shall be
pursuant to all of the terms and conditions of the Lease as in effect from time
to time from and after the New Premises Commencement Date; provided, however,
that Landlord and Tenant hereby agree that, from and after the New Premises
Commencement Date, the Lease shall be further modified as follows:
a. Premises.
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(i) For all purposes under the Lease, from and after the New
Premises Commencement Date, all references in the Lease to the
"Premises" shall be deemed to refer to the Original Premises for the
portion of the term of the Lease falling prior to the New Premises
Commencement Date, and to the New Premises for the portion of the term
of the Lease falling on or after the New Premises Commencement Date;
and
(ii) The New Premises is stipulated by Landlord and Tenant to
have 52,120 square feet for all purposes under the Lease.
(iii) Tenant's "proportionate share" shall be amended to provide
that Tenant's proportionate share from and after the New Premises
Commencement Date shall be 33.51%.
b. Term. The term of the Lease is extended through and including the
New Premises Expiration Date.
c. Rent.
(i) On and after the New Premises Commencement Date, rent for the
New Premises under Paragraph 2 of the Lease shall be payable to
Landlord without demand, deduction or setoff, in the following
amounts:
Base Rent Per
Square Foot Monthly Base
Period Per Annum Rent
------ ------------- ------------
NPCD - 05/31/06 $2.70 $11,727.00
06/01/06 - ED $2.78 $12,074.47
If the term of the Lease commences at any time other man the first day
of a month or terminates at any time other than the last day of a
month, the amount of rent due from Tenant shall be proportionately
adjusted based on that portion of the month that this Lease is in
effect.
(ii) Notwithstanding the foregoing in subparagraph 5.c.(i) to the
contrary, Landlord hereby agrees to abate the first two (2) monthly
installments of rent coming due and payable under the Lease after the
NPCD, as amended hereby, in the amount of Eleven Thousand Seven
Hundred Twenty-Seven and No/100 Dollars ($11,727.00) per month
($23,454.00 in total). Notwithstanding anything in this Paragraph 5 to
the contrary, Tenant shall have no right to any such rent abatement of
rent under this Paragraph 5 at any time after which (i) a default or
an event of default has occurred with respect to Tenant under the
Lease, as amended hereby, (ii) the Lease, as amended hereby, is not in
full force and effect, (iii) Tenant has assigned the Lease, as amended
hereby, or has entered into a sublease of all or any portion of the
New Premises or (iv)
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Tenant is in default under any other written agreement with Landlord.
d. Tenant Improvements. Except as otherwise expressly provided in the
Lease, Tenant accepts the New Premises in its "AS IS" condition with all
faults and without any representation or warranty whatsoever, and Landlord
shall not have any obligation whatsoever to make any improvements,
alterations or refurbishment to the New Premises or to provide any
allowance therefor.
6. Right of First Negotiation. Landlord grants Tenant a right of first
negotiation (the "First Negotiation Right") to lease additional space in the
Building in accordance with the following:
a. The space that is subject to such First Negotiation Right shall be
the space contiguous to the New Premises and consisting of approximately
29,600 square feet and more particularly described as the "First
Negotiation Space" on Exhibit A-4, attached hereto and incorporated herein
by this reference (the "First Negotiation Space"), as such space becomes
available for lease, subject to and in accordance with the provisions of
this Paragraph.
b. Before Landlord enters a transaction to lease any portion of the
First Negotiation Space, Landlord shall notify Tenant in writing (such
notice being hereafter called the "Offer Notice") of the availability of
such space. Such Offer Notice shall constitute an offer by Landlord to
lease the space described in the Offer Notice to Tenant in accordance with
the terms of this Paragraph. Tenant shall have seven (7) days after its
receipt of such Offer Notice to accept such offer pursuant to this First
Negotiation Right and to lease all of such First Negotiation Space from
Landlord in accordance with the terms of this Paragraph.
c. Acceptance by Tenant of the offer set forth in the Offer Notice
shall be deemed effective only if such acceptance is given to Landlord in a
written notice of acceptance (the "Acceptance Notice") specifically
referring to the Offer Notice to which it relates, received by Landlord
within the seven (7) day period prescribed above for such acceptance. To be
effective, such Acceptance Notice must accept the offer set forth in the
subject Offer Notice with respect to all of the First Negotiation Space
described in such Offer Notice.
d. If Tenant duly and timely delivers to Landlord its Acceptance
Notice within such seven (7) day period in accordance with this Paragraph,
then Landlord and Tenant shall negotiate in good faith the terms and
conditions of a lease of the First Negotiation Space. If Landlord and
Tenant have not executed a written amendment to the Lease setting forth the
terms and conditions of the lease of the First Negotiation Space within
thirty (30) days after Tenant's receipt of Landlord's Offer Notice with
respect to such space, then (i) Landlord's Offer Notice and Tenant's
Acceptance Notice shall be null and void and of no further force or effect,
(ii) neither Landlord nor Tenant shall have any further duty to continue
such negotiations nor any further liability to the other with respect to
the negotiations pursuant to the Offer Notice and Acceptance Notice, and
(iii) Tenant shall have no further rights with respect to the First
Negotiation Space.
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e. If Tenant does not duly and timely deliver to Landlord its
Acceptance Notice within the aforesaid five (5) business day period in
accordance with this Paragraph, then Tenant shall be deemed to have elected
not to accept Landlords' offer set forth in the subject Offer Notice, and
Tenant's rights with respect to the portion of the First Negotiation Space
described in such Offer Notice shall terminate and be of no further force
or effect and Landlord shall be free to enter into a lease with a
prospective tenant with respect to all or any part of that portion of the
First Negotiation Space that was the subject of such Offer Notice, plus
additional space leased in conjunction therewith (including, without
limitation, an additional portion of the First Negotiation Space, provided
such additional portion of the First Negotiation Space does not contain
more than thirty percent (30%) of the rentable area of the portion of the
First Negotiation Space that was offered to Tenant pursuant to the Offer
Notice). Notwithstanding the foregoing, following execution and delivery of
such lease by Landlord and such third party tenant, Tenant's rights
under this Paragraph or otherwise under the Lease shall be subject and
subordinate to the rights and options of the third party tenant under such
lease, including, without limitation, any expansion, extension or renewal
options or other rights of such third party set forth therein.
f. Tenant's rights under this Paragraph are and shall be subject and
subordinate to the rights and options of tenants under other leases of
portions of the Building, as such rights and options exist on the date of
this Fourth Amendment. Accordingly, Landlord shall not be obligated to give
Tenant an Offer Notice prior to or in conjunction with the exercise of any
such rights or options. Furthermore, Landlord shall have the right to enter
into a lease of all or a portion of the First Negotiation Space with a
tenant or subtenant other than Tenant occupying such space on the date such
space would otherwise become available for lease without first being
required to submit an Offer Notice to Tenant; and such lease with any such
occupant shall be superior to, but shall not have the effect of
terminating, Tenant's rights under this Paragraph. Landlord represents, to
its knowledge, that it is unaware of any tenant under other leases of
portions of the Building having any rights respecting the First Negotiation
Space.
g. Notwithstanding anything in this Paragraph to the contrary, Tenant
shall have no right to exercise any right or option under this Paragraph,
nor shall Landlord have any obligation to submit an Offer Notice to Tenant
with respect to any portion of the First Negotiation Space before entering
into a third party lease with respect thereto, or to enter into any lease
of any portion of the First Negotiation Space with Tenant, at any time
after which either (i) a default or an event of default has occurred with
respect to Tenant under the Lease, as amended hereby, (ii) the Lease, as
amended hereby, is not in full force and effect, (iii) Tenant has assigned
the Lease, as amended hereby, or has entered into a sublease of all or any
portion of the New Premises or (iv) Tenant is in default under any other
written agreement with Landlord.
7. Brokerage Commissions. Except for Scotland Wright and Associates, Inc.
("Broker"), Tenant represents and warrants that it has not retained or consulted
with a broker, agent or commission salesperson with respect to the negotiation
of this Fourth Amendment, and that no commissions, fees or compensation of any
kind are due and payable in connection herewith to any
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broker, agent or commission salesperson acting for or on behalf of Tenant, other
than to Broker. Tenant agrees to indemnify and hold Landlord harmless from all
loss, cost and damage suffered or incurred by Landlord as the result of any
breach by Tenant of the representation and warranty contained in this Paragraph
7. Except for CB Richard Ellis, Inc., no broker, agent or commission salesperson
has represented Landlord in the negotiation of this Fourth Amendment, and
Landlord has agreed to compensate both Broker and CB Richard Ellis, Inc. for
their services in accordance with the terms of separate commission agreements
between Landlord and Broker, on the one hand, and between Landlord and CB
Richard Ellis, Inc., on the other.
8. Confidential Settlement Agreement. As a material inducement to Landlord
entering into this Fourth Amendment, the Confidential Settlement Agreement
entered into by and between Landlord and Tenant, dated April 15, 2004 (the
"Settlement Agreement"), and all the terms and provisions thereof, including,
without limitation, the release of Landlord set forth in subparagraph 3(A)
thereof, is hereby ratified and confirmed by Landlord and Tenant and by this
reference expressly incorporated herein. Tenant hereby expressly acknowledges
and agrees that Landlord makes no representations or warranties whatsoever with
respect to the New Premises unless expressly set forth. Tenant, at its sole cost
and expense, shall keep and maintain the floor of the New Premises in good
condition; provided however, with respect to issues of moisture and moisture
infiltration in or on the floor, Tenant's floor maintenance obligation shall be
limited to abiding the HVAC standards set forth in Exhibit C-4, attached hereto
and incorporated herein by this reference (the "HVAC Standards").
9. Cancellation Right. Landlord and Tenant shall have the right to
terminate the Lease (the "Cancellation Right") during the term thereof in
accordance with the following:
a. If and only if (i) there is a reoccurrence of water or moisture on the
floor of the New Premises (the "Moisture Infiltration") and (ii) the Moisture
Infiltration was not caused by Tenant or by Tenant's failure to maintain the
HVAC Standards, both as determined in a report by Capital City Mechanical
Services, Inc. (hereinafter referred to as the "HVAC Contractor"), which report
shall be issued within three (3) business days after Landlord's receipt of
written notification from Tenant of any such Moisture Infiltration, either
Landlord or Tenant may, at its sole option, terminate the Lease with respect to
the entire New Premises by delivering written notice thereof to the other
within three (3) business days after receipt of the HVAC Contractor's report,
which termination shall be effective on the date (the "Cancellation Effective
Date") that is no later than twenty-one (21) days after delivery of such notice
(the "Cancellation Notice") to the other.
b. If either party validly and timely exercises its cancellation right
hereunder, Tenant shall nonetheless continue to be liable for its obligations
accruing under the Lease, as amended hereby, with respect to the New Premises
to and including the Cancellation Effective Date, including, without limitation,
additional rental, and all such obligations having accrued prior to the
Cancellation Effective Date shall survive the termination of the Lease, as
amended hereby. Notwithstanding anything else to the contrary, if Tenant
terminates timely, no rental shall be due or payable for the 21 day period
between the date that Tenant gives notice of termination and the date that
Tenant is being given to exit the New Premises.
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c. Any determination made by the HVAC Contractor shall be final and binding
on both Landlord and Tenant. The party determined by the HVAC Contractor to have
caused the Moisture Infiltration shall be solely responsible for the fees and
expenses of the HVAC Contractor. The provisions contained in this subparagraph
c. shall survive the termination or expiration of the Lease.
d. The rights granted to Tenant under this Paragraph 9 are personal to
Tenant, and in the event of any assignment of the Lease or sublease of the
Premises by Tenant, Tenant's cancellation rights hereunder shall thenceforth be
void and of no further force or effect. Notwithstanding anything in this
Paragraph 9 to the contrary, Tenant shall have no cancellation right at any time
after which (i) a default or an event of default has occurred with respect to
Tenant under the Lease, as amended hereby, (ii) the Lease, as amended hereby,
is not in full force and effect, or (iii) Tenant is in default under any other
written agreement with Landlord.
e. Tenant hereby acknowledges and agrees that Tenant's sole remedy in the
event of any such Moisture Infiltration that is not caused by Tenant or by
Tenant's failure to maintain the HVAC Standards is the termination of the Lease
subject to and in accordance with the provisions of this Cancellation Right.
10. Basic Lease Information. As a result of the relocation of the Premises,
the Basic Lease Information, as originally attached to the Third Amendment, is
hereby deleted in its entirety and Exhibit B-4 attached hereto is hereby
inserted in lieu thereof. The provisions of the Lease as they relate to the
Premises for the portion of the term of the Lease commencing on the New
Premises Commencement Date, to the extent they are in conflict with the Basic
Lease Information are hereby superseded by the provisions of the Basic Lease
Information that are attached hereto as Exhibit B-4. Notwithstanding the
foregoing, the original Basic Lease Information attached to the Third Amendment
shall remain binding on Landlord and Tenant with respect to that portion of the
term of the Lease falling on or prior to the day immediately preceding the New
Premises Commencement Date.
11. No Further Amendments; Ratification. Except as expressly amended
herein, all terms and conditions of the Lease remain unamended in full force and
effect and are hereby ratified and confirmed by Landlord and Tenant. In the
event of any conflict between the terms and conditions of the Lease and the
terms and conditions of this Fourth Amendment, the terms and conditions of this
Fourth Amendment shall control. A condition precedent to Landlord's obligations
under this Fourth Amendment is the approval of this Fourth Amendment by all
lenders holding a deed to secure debt and security agreement and related loan
documents affecting or imposing a lien or security title on the Building.
Submission of this instrument for examination or signature by Tenant does not
constitute an agreement between Landlord and Tenant and shall not become
effective until execution and delivery by both Landlord and Tenant.
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IN WITNESS WHEREOF, the parties have caused their duly authorized officers
or partners to execute this Fourth Amendment with intent to be bound hereby
effective as of the day and year first above written.
LANDLORD:
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA, FOR THE BENEFIT
OF ITS SEPARATE REAL ESTATE ACCOUNT
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
TENANT:
INNOTRAC CORPORATION,
a Georgia corporation
By: /s/ Robert J. Toner, JR
------------------------------------
Name: Robert J. Toner, JR
Title: VP of Logistics
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EXHIBIT B-4
BASIC LEASE INFORMATION
LEASE DATE October 6, 1999 (amended by the First
Amendment, dated October 3, 2000; Second
Amendment, dated April 15, 2004; Third
Amendment, dated as of February 1, 2005; and
Fourth Amendment, dated as of June 1, 2005)
LANDLORD TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF
AMERICA, for the Benefit of its Separate Real
Estate Account
TENANT INNOTRAC CORPORATION, a Georgia corporation
BUILDING ADDRESS 1620 Satellite Boulevard
Duluth, Georgia 30097
TERM Approximately twenty-five (25) months*
NEW PREMISES COMMENCEMENT DATE Date of Execution of this Fourth Amendment
NEW PREMISES EXPIRATION DATE July 31, 2007
RENTABLE AREA OF THE BUILDING 155,520 square feet
RENTABLE AREA OF NEW PREMISES 52,120 square feet
PROPORTIONATE SHARE 33.51%
BASE MONTHLY RENT
(PER ANNUM PER
SQ. FT. OF THE NEW PREMISES) NPCD-05/31/2006 $2.70
06/01/06-ED $2.78
*Note: This Basic Lease Information reflects information that is applicable for
the portion of the term of the Lease commencing on the New Premises
Commencement Date, subject to the terms of the Lease. It does not address
the portion of the term of the Lease falling prior to that date.
B-1
LANDLORD'S CONTRIBUTION N/A
LANDLORD'S ADDRESSES For Notices:
Director of Asset Management
Real Estate Separate Account
TIAA-CREF
730 Third Avenue
New York, New York 10017
TENANT'S ADDRESS For Notices:
INNOTRAC CORPORATION
6655 Sugarloaf Parkway
Duluth, Georgia 30097
Attn: Robert Toner, Vice President - Logistics
With a copy to:
INNOTRAC CORPORATION
6655 Sugarloaf Parkway
Duluth, Georgia 30097
Attn: General Counsel
TENANT'S BROKER Scotland Wright and Associates, Inc.
B-2
EXHIBIT C-4
HVAC STANDARDS
Tenant hereby acknowledges and agrees that in order to maintain the normal
functioning of the HVAC system in the New Premises and to prevent the occurrence
of excessive moisture on the floor of the New Premises, Tenant shall comply with
the following operating standards:
1. Keep the exterior doors closed except as may reasonably be required for
customary exit, entry and delivery;
2. Maintain the humidity settings for the HVAC system at or below 56% RH;
3. Do not use warehouse exhaust fans unless required to remove smoke and
fumes created in the normal and customary course of Tenant's business, in which
event the fans shall be utilized by Tenant only for such period of time as is
reasonably required to remove such smoke and fumes;
4. Keep floors regularly maintained in broom clean condition, clean and
free of debris that cause moisture infiltration;
5. Enter into and maintain during the term of the Lease a maintenance
program with Capital City Mechanical Services, Inc. at Tenant's sole cost and
expense.
C-1
IN WITNESS WHEREOF, Tenant has caused its duly authorized officers or
partners to execute this Memorandum the day and year first above written.
TENANT:
INNOTRAC CORPORATION, a Georgia
corporation
By: /s/ Robert J. Toner, JR
------------------------------------
Name: Robert J. Toner, JR
Title: VP of Logistics
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