Common use of Construction of Improvements Clause in Contracts

Construction of Improvements. GECC shall cause the Improvements to be ---------------------------- constructed in accordance with the Plans. GECC shall obtain competitive bids from at least three (3) general contractors; provided, however, that MAPICS shall have the right to select one (1) of the contractors to be included in the bidding process. GECC shall make the final selection a contractor to construct the Improvements, based upon the bids obtained by GECC; provided, however, that (a) GECC shall not be obligated to accept the lowest bid, and (b) GECC's selection of the contractor shall be made in GECC's sole discretion. GECC shall provide MAPICS with an allowance (the "First Floor Improvement Allowance") of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and no/100 Dollars ($283,781.00), equivalent to Seventeen and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor of the Subleased Premises; the First Floor Improvement Allowance shall be used by GECC to pay the cost of construction of the Improvements, which cost shall include, without limitation, permits, fees, additional utility services or meters. Anything in this paragraph to the contrary notwithstanding, prior to the commencement of construction of the Improvements, MAPICS shall pay to GECC, as additional rent, (i) the amount, if any, by which the estimated cost of construction of the Improvements exceeds the First Floor Improvement Allowance, and (ii) a fee for GECC's management of construction of the Improvements, which fee shall be in an amount equal to five percent (5%) of the total cost of construction of the Improvements, which total cost shall include the management fee. The Improvements shall constitute fixtures and remain in the Subleased Premises as the property of GECC at the expiration or sooner termination of this Sublease. The Improvements shall be completed in accordance with the timetable set forth in paragraph C hereinbelow.

Construction of Improvements. GECC No buildings or improvements shall cause the Improvements to be ---------------------------- constructed on Tenant's Demised Premises except in accordance with with: (i) the Plans. GECC shall obtain competitive bids from at least three (3) general contractors; providedsite plan, however, that MAPICS shall have the right to select one (1) of the contractors to be included elevation and exterior detail plans therefor approved by Kmart in the bidding process. GECC shall make the final selection a contractor to construct the Improvements, based upon the bids obtained by GECC; provided, however, that (a) GECC shall not be obligated to accept the lowest bid, and (b) GECC's selection of the contractor shall be made in GECC's sole discretion. GECC shall provide MAPICS with an allowance (the "First Floor Improvement Allowance") of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and no/100 Dollars ($283,781.00), equivalent to Seventeen and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor of the Subleased Premises; the First Floor Improvement Allowance shall be used by GECC to pay the cost of construction of the Improvements, which cost shall include, without limitation, permits, fees, additional utility services or meters. Anything in this paragraph to the contrary notwithstanding, writing prior to the commencement of construction of the Improvements, MAPICS shall pay to GECC, as additional rent, (i) the amount, if any, by which the estimated cost of construction of the Improvements exceeds the First Floor Improvement Allowance, and (ii) a fee the terms and conditions of all matters of record as set forth in the Title Report, as defined in Paragraph 11. No construction activity on Tenant's Demised Premises shall interfere with the operation or use of Kmart's Demised Premises. No signs or exterior lighting may be erected or placed on Tenant's Demised Premises except as have been previously approved by Kmart in writing, which approval shall not be unreasonably withheld, and as are in conformance with all the requirements of all laws, ordinances, codes, orders, rules and regulations of all governmental authorities having jurisdiction over Tenant's Demised Premises ("Government Regulations"). Tenant shall submit to Kmart, for GECCKmart's management of construction of approval complete plans and specifications for the Improvements, including, without limitation, dimensions for the Tenant's proposed building, the placement, size and configuration of signs and satisfactory evidence that Tenant's Demised Premises can accommodate a 7,500 square foot building with adequate parking and information concerning Tenant's procedure for mobilization, phasing and storage of materials and equipment, sufficient for Landlord to ascertain any interference with customary operations of the site which fee may occur as a result of Tenant's construction activities ("Tenant's Plans and Specifications"). If Kmart disapproves Tenant's Plans and Specifications, Kmart shall provide Tenant with a detailed statement as to the changes required for approval. Tenant shall have fifteen days after Tenant's receipt of Kmart's disapproval to either: (i) submit revised plans and specifications to Kmart that comply with Kmart's detailed statement of required changes, or (ii) terminate this Consent Agreement and the Tenant Lease by written notice thereof to Kmart. If Tenant's Plans and Specifications are accompanied by written notice stating the deadline for response and the consequence for failure to timely respond, Kmart's failure to give notice to Tenant of its approval or disapproval within forty-five (45) days of its receipt of Tenant's Plans and Specifications, when required to do so, shall be deemed Kmart's approval. Notwithstanding anything herein to the contrary, no building or other structure to be constructed by Tenant or to be caused to be constructed by Tenant on any portion of Tenant's Demised Premises shall exceed one (1) story or twenty four (24) feet in an amount equal height, whichever is smaller, and shall contain no more than 7,500 square feet. Notwithstanding the foregoing, Tenant shall have the right to five percent construct one (5%1) clear tower extending to a height of thirty-seven (37) feet on Tenant's Demised Premises and the pitch of the total cost roof may extend to a height of construction of the Improvements, which total cost shall include the management fee. The Improvements shall constitute fixtures and remain in the Subleased Premises as the property of GECC at the expiration or sooner termination of this Sublease. The Improvements shall be completed in accordance with the timetable set forth in paragraph C hereinbelowtwenty-nine (29) feet.

Construction of Improvements. GECC Subject to the Reimbursement Option (defined below), Landlord agrees to expend an amount up to the Renovation Allowance (the portion of the Renovation Allowance actually expended is hereinafter referred to as the “Expended Allowance”) as and when Landlord incurs costs for the construction of permanent improvements (collectively the “Permanent Improvements”) to the premises, including, but not limited to, costs associated with architectural designs engineering, preparation of plans and specifications, permits and fees, labor and materials, equipment purchase or rental amounts paid to contractors, including contractor profit and overhead, provided that all such Permanent Improvements shall cause the Improvements to be ---------------------------- constructed in accordance with plans and specifications that are mutually approved by Landlord and Tenant. Landlord agrees to commence installation of the PlansPermanent Improvements as promptly as may be reasonably possible after said plans and specifications are mutually approved and all necessary permits are obtained, to make reasonable efforts to minimize any disruption to Tenant’s business operations as a result of such installation, and to prosecute such installation to completion with commercially reasonable diligence. GECC Materials used for said Permanent Improvements shall obtain competitive bids from be of the same or similar quality as those materials previously used by Landlord in the repair and improvement of the Premises pursuant to the Lease. The contract between Landlord and its general contractor construction of the Permanent Improvements shall be a fixed-price contract for all of the work contemplated, and Landlord shall give Tenant a copy thereof at least three five (35) business days before it is fully executed and delivered by Landlord and its general contractors; provided, however, contractor. Tenant acknowledges that MAPICS shall have the right to select one (1) amount of the contractors to be included in the bidding process. GECC shall make the final selection a contractor to construct the Improvements, based upon the bids obtained by GECC; provided, however, that (a) GECC shall such contract will not be obligated to accept the lowest bid, and (b) GECC's selection of the contractor shall be made in GECC's sole discretion. GECC shall provide MAPICS with an allowance (the "First Floor Improvement Allowance") of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and no/100 Dollars ($283,781.00), equivalent to Seventeen and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor of the Subleased Premises; the First Floor Improvement Allowance shall be used by GECC to pay include the cost of construction of any change orders or corrections issued by the Improvements, which cost shall include, without limitation, permits, fees, additional utility services architect or metersTenant. Anything in this paragraph to If the contrary notwithstanding, prior to the commencement of construction of the Improvements, MAPICS shall pay to GECC, as additional rent, (i) the amount, if any, by which the estimated cost of construction of the Improvements exceeds the First Floor Improvement Allowance, and (ii) a fee for GECC's management of construction of the Improvements, which fee shall be in an amount equal to five percent (5%) of any such change orders or corrections causes the total cost of construction for the Permanent Improvements to exceed the amount of the ImprovementsRenovation Allowance, which total then Tenant shall, upon presentation of invoices or other reasonable proof of the cost shall include the management fee. The Improvements shall constitute fixtures and remain in the Subleased Premises as the property of GECC at the expiration thereof, pay, or sooner termination of this Sublease. The Improvements shall be completed in accordance with the timetable set forth in paragraph C hereinbelowreimburse Landlord for, such excess.

Construction of Improvements. GECC shall cause the Improvements This Lease pertains to improvements to be ---------------------------- constructed within a Building, and the Term Commencement Date shall be the later of: (1) March 15, 2008, or (2) the date the improvements to be constructed by Landlord in the Premises shall have been substantially completed in accordance with the Plansplans and specifications described on Exhibit “B.” Tenant shall have the option of early occupancy of the Premises, in their then unfinished condition, for a period of ten (10) days prior to the Term Commencement Date, subject to Landlord’s continued right to construct the improvements on the Premises. GECC Delivery of possession of the Premises to Tenant shall obtain competitive bids from at least three be the later of (31) general contractors; providedMarch 15, however2008 or (2) the date the improvements to be constructed in the Premises by Landlord shall have been substantially completed in accordance with Exhibit “B.” If, that MAPICS for any reason, Landlord cannot deliver possession of the Premises to Tenant on or prior to the Term Commencement Date, Landlord shall not be subject to any liability therefore, nor shall Landlord be in default hereunder. If the Landlord, without the fault of Tenant, has not delivered possession of the Premises by June 1, 2008, then the Tenant shall have the right to select one (1) terminate this Lease and shall receive a refund of the contractors first month’s Base Rent and Security Deposit previously paid to be included Landlord under this Lease. As provided in the bidding process. GECC shall make the final selection a contractor to construct the Improvements, based upon the bids obtained by GECC; provided, however, that (a) GECC shall not be obligated to accept the lowest bid, and (b) GECC's selection of the contractor shall be made in GECC's sole discretion. GECC shall provide MAPICS with an allowance (the "First Floor Improvement Allowance") of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and no/100 Dollars ($283,781.00), equivalent to Seventeen and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor of the Subleased Premises; the First Floor Improvement Allowance shall be used by GECC to pay the cost of construction of the Improvements, which cost shall include, without limitation, permits, fees, additional utility services or meters. Anything in this paragraph to the contrary notwithstanding, prior to the commencement of construction of the Improvements, MAPICS shall pay to GECC, as additional rent, (i) the amountpreceding sentence, if anyTenant terminates this Lease and provided Landlord’s inability to deliver possession is not the fault of Tenant or due to circumstances beyond Landlord’s control, by which the estimated cost of construction of the Improvements exceeds the First Floor Improvement Allowance, and (ii) a fee for GECC's management of construction of the Improvements, which fee Tenant shall be in also receive an amount equal to five percent Tenant’s actual reasonable costs for tenant improvements to the Premises paid by Tenant. Substantial Completion” as used in the Lease shall mean: (5%1) all of the total cost of construction of Building systems are operational to the Improvements, which total cost shall include extent necessary to service the management fee. The Improvements shall constitute fixtures and remain in Premises; (2) Landlord has sufficiently completed all the Subleased Premises as the property of GECC at the expiration or sooner termination of this Sublease. The Improvements shall work required to be completed performed by Landlord in accordance with this Lease in a good and xxxxxxx-like manner (except minor punch list items which Landlord shall thereafter promptly complete) such that Tenant can conduct normal business operations from the timetable set forth in paragraph C hereinbelowPremises; (3) Landlord has obtained a certificate of occupancy for the Premises, and (4) Tenant has been delivered complete and uninterrupted access to the Premises. Substantial completion shall have occurred notwithstanding Tenant’s submission of a punch list to Landlord, which punch list items Landlord shall diligently complete, which Tenant shall submit, if at all, within thirty (30) days after the Term Commencement Date. Subsequent to Tenant’s possession of the Premises, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of the Premises.

Construction of Improvements. GECC Landlord will contribute up to $5.00 per useable square foot (the "Allowance") toward the cost of the tenant improvements set forth in the Scope of Work (Exhibit "C-2"), the Space Plan (Exhibit "C-1") and any related working drawings (the "Improvements"). Landlord shall cause have no additional responsibility or obligation to pay any amounts in excess of said $5.00 per useable square foot. Any costs or expenses incurred by Tenant in excess of said figure shall be the Improvements sole and exclusive responsibility of Tenant, payable in accordance with a progress payment schedule to be ---------------------------- constructed mutually agreed upon by Landlord and Tenant. All construction progress payments by Tenant, if any, must be timely made in order for construction work to continue on schedule. After execution of the Lease, Landlord shall enter into a construction contract with a mutually agreed upon contractor as general contractor, for the construction of said Improvements, or any portion thereof as mutually agreed upon by Landlord and Tenant, in accordance with the PlansWork Letter Agreement and the Scope of Work attached as Exhibit "C" and Exhibit "C-2"; Landlord shall thereafter monitor the completion of such work. GECC Tenant shall obtain competitive bids from appoint in writing its designated representative to act on its behalf and represent its interest with respect to Tenant's right to review all bids, costs, prices, change orders, etc. No consent, authorization or other action by Tenant with respect to matters set forth in Section 25 shall bind Tenant unless in writing and signed by the aforementioned representative. Only those improvements described in Paragraph A of the Scope of Work, Exhibit "C-2," will be constructed prior to the Commencement Date. All improvements described in Paragraph B of the Scope of Work, Exhibit "C-2," not constructed as of the Commencement Date may, at least three (3) general contractorsTenant's option, be constructed at a time to be mutually agreed upon by Landlord and Tenant under the same terms and conditions as set forth in this Section 25; provided, however, that MAPICS shall have the right Allowance is one lump sum available to select one (1) Tenant for work described under both Paragraphs A and B of the contractors Scope of Work, Exhibit "C-2." In the event the total costs and expenses of the improvements do not equal or exceed the Allowance contributed by Landlord, and Tenant elects to be included lease the Option Space or First Right Space (under Subsections 1.3 or 1.4, respectively) at any time during the Initial Term, Tenant may utilize any remaining portion of the Allowance for tenant improvement work in the bidding processOption Space. GECC shall make the final selection a contractor to construct the Improvements, based upon the bids obtained by GECC; provided, however, that (a) GECC shall not be obligated to accept the lowest bid, and (b) GECC's selection The remainder of the contractor Allowance, if there exists a remainder under this Section 25, shall be made in GECCaddition to whatever other allowance is available to Tenant under Subsections 1.3 or 1.4 herein. Landlord's collection rights to all amounts due under Section 25 shall be deemed the same as for additional rent under the Lease. At Landlord's sole discretioncost, Landlord shall replace the light bulbs in the Premises, as necessary, to provide uniform and comfortable light throughout the Premises prior to the Commencement Date. GECC shall provide MAPICS with an allowance (the "First Floor Improvement Allowance") of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and no/100 Dollars ($283,781.00)At Landlord's sole cost, equivalent to Seventeen and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor of the Subleased Premises; the First Floor Improvement Allowance Landlord shall be used by GECC to pay responsible for the cost of construction of the Improvements, which cost shall include, without limitation, permits, fees, additional utility services or meters. Anything in this paragraph seismic upgrades to the contrary notwithstanding, prior to the commencement of construction of the Improvements, MAPICS shall pay to GECC, as additional rent, (i) the amountPremises, if any, by which required. Landlord shall also be responsible for the estimated cost of construction of the Improvements exceeds the First Floor Improvement Allowance, all work identified in Exhibit "C-2" as Landlord's Work-Phase I (20 - 22) and Landlord's Work-Phase II (ii36 and 37). Legal title to all such improvements (including any improvements paid for by Tenant) a fee for GECC's management of construction of the Improvements, which fee shall be immediately vest in an amount equal to five percent (5%) of the total cost of construction of the Improvements, which total cost shall include the management fee. The Improvements shall constitute fixtures and remain in the Subleased Premises as the property of GECC at the expiration or sooner termination of this Sublease. The Improvements shall be completed in accordance with the timetable set forth in paragraph C hereinbelowLandlord upon substantial completion thereof.

Construction of Improvements. GECC shall cause At the time each SLA is executed, the Site described in the SLA will be undeveloped real estate. To enable Tenant to use the Site as a Communications Facility, Landlord agrees to substantially complete construction on each Site the improvements described in Section 3.4.2 and the SLA ("Improvements") on or before the Committed Completion Date (as extended pursuant to Section 3.4.2) specified in the SLA for that Site. The timely substantial completion of the Improvements is of the essence in this Agreement and the SLA and, by execution of the SLA, Landlord confirms that the Committed Completion Date (as extended pursuant to Section 3.4.2) is a reasonable period for the completion of the Improvements. Construction of the Improvements will be ---------------------------- constructed done at Landlord's sole cost and expense and will be completed (a) in a good and workmanlike manner; (b) in accordance with all applicable governmental laws, codes, rules and regulations; (c) in accordance with any applicable requirements or standards included in the SLA; and (d) in accordance with the Plansbuilding plans. GECC shall obtain competitive bids from Subject to the provisions of Section 3.6.2, Landlord agrees that it will be responsible for obtaining and maintaining any permits, zoning approvals, variances or similar governmental requirements or approvals necessary for the construction and operation of a wireless communications facility at least three (3) general contractors; providedthe Site, excluding, however, that MAPICS any FCC or other licenses related specifically to Tenant's operations ("Government Approvals"). Tenant shall have cooperate with Landlord, at no cost to Tenant, in obtaining Government Approvals, including acting as applicant and executing documents reasonably needed to obtain the right Government Approvals, to select one (1) of the contractors to be included extent such actions are customary in the bidding process. GECC shall make the final selection a contractor to construct the Improvements, based upon the bids obtained by GECC; provided, however, that (a) GECC shall not be obligated to accept the lowest bid, and (b) GECC's selection of the contractor shall be made in GECC's sole discretion. GECC shall provide MAPICS with an allowance (the "First Floor Improvement Allowance") of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and no/100 Dollars ($283,781.00), equivalent to Seventeen and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor of the Subleased Premises; the First Floor Improvement Allowance shall be used by GECC to pay the cost of construction of the Improvements, which cost shall include, without limitation, permits, fees, additional utility services or meters. Anything in this paragraph to the contrary notwithstanding, prior to the commencement of construction of the Improvements, MAPICS shall pay to GECC, as additional rent, (i) the amount, if any, by which the estimated cost of construction of the Improvements exceeds the First Floor Improvement Allowance, and (ii) a fee for GECC's management of construction of the Improvements, which fee shall be in an amount equal to five percent (5%) of the total cost of construction of the Improvements, which total cost shall include the management fee. The Improvements shall constitute fixtures and remain in the Subleased Premises as the property of GECC at the expiration or sooner termination of this Sublease. The Improvements shall be completed in accordance with the timetable set forth in paragraph C hereinbelowcommunications industry.

Construction of Improvements. GECC shall cause Tenant may not commence construction of any Improvements unless and until: (i) Landlord has approved the Approved Plans for such Improvements in writing; (ii) Tenant has obtained a building permit for the construction of such Improvements; (iii) certificates of all insurance coverages required to be carried by Tenant have been delivered to Landlord; and (iv) Tenant has delivered to Landlord a contractor’s “Payment and Performance Bond” in favor of Landlord as obligee, on the current AIA forms then in use or other forms reasonably acceptable to Landlord, issued by a surety company licensed as a surety in the State of North Carolina, guaranteeing completion of the Improvements to in accordance with the Approved Plans free of liens and security agreements. Any Improvements constructed upon the Premises shall be ---------------------------- constructed in accordance with the Approved Plans. GECC shall obtain competitive bids from Upon at least three 48 hours written notice to Tenant, Landlord may designate a representative to inspect the Premises during construction of the Improvements (3provided that Tenant shall have the right to designate a Tenant representative to accompany Landlord’s representative during any such inspection), and if Landlord determines Tenant’s construction is not being done in accordance with the Approved Plans, Tenant shall correct any deficiencies or omissions promptly. After completion of the Improvements, any subsequent changes or modifications to the Improvements from the Approved Plans or subsequent renovations of the Improvements (except for interior, non- structural alterations) general contractorsmust be approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that MAPICS shall have the right to select one (1) of the contractors to be included in the bidding process. GECC shall make the final selection a contractor to construct the Improvements, based upon the bids obtained by GECC; provided, however, that (a) GECC Tenant shall not be obligated required to accept obtain Landlord’s approval of plans for indoor exhibits, outdoor exhibits or related amenities. Prior to opening for business, Tenant shall obtain and deliver to Landlord: (i) a certification by Tenant’s architect or engineer that the lowest bidImprovements has been completed in substantial accordance with the Approved Plans, and (bii) GECC's selection of Tenant’s affidavit that all work, labor and materials have been paid for in connection with the contractor shall be made in GECC's sole discretion. GECC shall provide MAPICS with an allowance (the "First Floor Improvement Allowance") of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and no/100 Dollars ($283,781.00), equivalent to Seventeen and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor of the Subleased Premises; the First Floor Improvement Allowance shall be used by GECC to pay the cost of construction of the Improvements. All work required in connection with the construction of the Improvements shall be performed only by competent contractors licensed under the laws of the State of North Carolina and shall be performed in accordance with written contracts with those contractors. Each such contract shall require the contractors to indemnify, which cost shall includedefend and hold Landlord harmless against all claims, without limitationdamages, permitslosses and expenses, including attorneys’ fees, arising out of the construction work and shall further require such contractors to name Landlord as an additional utility services or metersinsured in all liability insurance policies maintained by such contractors for the duration of the construction period. Anything in this paragraph to the contrary notwithstanding, prior Prior to the commencement of construction of the any Improvements, MAPICS Tenant shall pay deliver or cause to GECC, as additional rent, (ibe delivered to Landlord certificates of insurance from each such contractor evidencing compliance with the provisions of Section 5.3(b) and a copy of Tenant’s contract with each general contractor engaged for the amount, if any, by which the estimated cost of construction of the Improvements exceeds the First Floor Improvement Allowance, and (ii) a fee for GECC's management of construction of the Improvements, which fee and with each separate contractor engaged by Tenant to perform services in connection therewith for consideration in excess of Fifteen Thousand Dollars ($15,000.00). Tenant shall also deliver or cause to be in an amount equal delivered to five percent (5%) Landlord copies of the total cost Tenant’s contracts with any other contractors upon Landlord’s written request therefor. Upon completion of construction of the any Improvements, which total cost Tenant shall include furnish Landlord a copy of the management feeas-built plans for such Improvements. The Improvements shall constitute fixtures and remain in the Subleased Premises as the property of GECC at the expiration or sooner termination of this Sublease. The Improvements shall be completed in accordance with the timetable set forth in paragraph C hereinbelow.[OPEN FOR FURTHER DISCUSSION]

Construction of Improvements. GECC shall cause the Improvements to be ---------------------------- constructed (a) Landlord shall, at Landlord's cost and expense (except as otherwise provided herein and in Exhibit C), construct Landlord's Work as defined in and in accordance with the Plans. GECC shall obtain competitive bids from at least three (3) general contractors; provided, however, that MAPICS shall have the right to select one (1) terms and conditions of the contractors to be included in the bidding process. GECC shall make the final selection a contractor to construct the Improvements, based upon the bids obtained by GECC; provided, however, that (a) GECC shall not be obligated to accept the lowest bid, and (b) GECC's selection of the contractor shall be made in GECC's sole discretion. GECC shall provide MAPICS with an allowance Workletter attached hereto as Exhibit C (the "First Floor Improvement AllowanceWorkletter") of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One ). Landlord shall use its best reasonable efforts to complete such construction promptly, diligently and no/100 Dollars ($283,781.00), equivalent to Seventeen within the applicable time periods set forth in the Estimated Construction Schedule attached hereto as Exhibit D and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor of the Subleased Premises; the First Floor Improvement Allowance shall be used incorporated herein by GECC to pay the cost of construction of the Improvements, which cost shall include, without limitation, permits, fees, additional utility services or meters. Anything in this paragraph to the contrary notwithstanding, prior to the commencement of construction of the Improvements, MAPICS shall pay to GECCreference, as additional rent, (i) the amount, if any, by which the estimated cost of construction of the Improvements exceeds the First Floor Improvement Allowance, and (ii) a fee for GECC's management of construction of the Improvements, which fee shall such schedule may be in an amount equal modified from time to five percent (5%) of the total cost of construction of the Improvements, which total cost shall include the management fee. The Improvements shall constitute fixtures and remain in the Subleased Premises as the property of GECC at the expiration or sooner termination of this Sublease. The Improvements shall be completed time in accordance with the timetable set forth Workletter, subject to the effects of any delays caused by Tenant or any other circumstances beyond Landlord's reasonable control (excluding any financial inability), and subject to the provisions of Section 2.3 above. As described in paragraph C hereinbelowExhibit C, Building 1 and the Tenant Improvements therein shall be constructed in a single phase, but if Tenant exercises its option under Section 1.1(c)(ii) or (iii) to have Building 2 constructed on the Phase 2-A Property or the Phase 2-B Property, then Tenant in its discretion may elect, by written notice to Landlord at any time prior to Landlord's delivery to Tenant of the Structural Completion Certificate for the Building Shell for Building 2, to have the Tenant Improvements in Building 2 completed in two separate phases, a first phase of no less than 25,000 square feet ("Phase 2A") and a second phase of no more than 20,000 square feet ("Phase 2B"), with the sum of the square footages for such phases to be equal to the total square footage of Building 2 and the construction of Phase 2B to be completed no later than twelve (12) months after the Phase 2 Rent Commencement Date. If Tenant exercises its option for Building 2 and elects such phased completion of the Tenant Improvements in Building 2, then (i) Landlord shall still construct the entire Building Shell for Building 2 in the same manner and within the same time frame as if all of the Building 2 Improvements were to be constructed in a single phase, (ii) Tenant shall be entitled to occupy and use all of Building 2 or any lesser portion thereof (including, at Tenant's election, any portions in which Tenant Improvements have not yet been completed) from and after the completion of Phase 2A, and (iii) Tenant shall begin paying rent for all of Building 2 on the Phase 2 Rent Commencement Date, subject to a rental adjustment under Section 3.1(e) hereof in accordance with its terms, regardless of how much of Building 2 is actually occupied by Tenant as of that date.

Construction of Improvements. GECC (a) Landlord shall cause make the Improvements improvements to the Premises, if any, described as Landlord’s Work (“Landlord’s Work”) on Exhibit D attached hereto and made a part hereof. Landlord shall use reasonable efforts to substantially complete Landlord’s Work on or before the Commencement Date and shall provide Tenant notice of the occurrence thereof, but shall not be responsible for delays due to (i) causes beyond Landlord’s reasonable control, (ii) any act, delay or failure to act of Tenant, (iii) any changes requested by Tenant in Landlord’s Work or any work performed or to be ---------------------------- constructed performed by Tenant, (iv) the quality of performance or completion of any work by a person, firm or corporation employed by Tenant, (v) the work being performed by or on behalf of Tenant which, under good construction scheduling practices should be completed before portions of the Landlord’s Work are completed, is not completed by Tenant on schedule and/or results in accordance with delays in the Planscompletion of Landlord’s Work, and/or (vi) any other act or omission of Tenant, its agents, employees, or contractors, including, without limitation, any delay in giving authorization or approvals (in any instance, a “Tenant Delay”). GECC Tenant shall obtain competitive bids from at least three (3) general contractorsbe entitled, as Tenant’s sole remedy, to an abatement of the Fixed Minimum Rent otherwise due hereunder for any period following the Commencement Date during which the Premises remain unavailable for occupancy by Tenant because of Landlord’s failure to substantially complete Landlord’s Work; provided, however, that MAPICS if Landlord, in Landlord’s sole judgment, is delayed in timely substantially completing Landlord’s Work because of any Tenant Delay, then there shall have the right to select one (1) be no abatement of the contractors to be included in Fixed Minimum Rent for the bidding processperiod of such Tenant Delay. GECC shall make Except for the final selection a contractor to construct the Improvements, based upon the bids obtained by GECC; provided, however, that (a) GECC shall not be obligated to accept the lowest bid, and (b) GECC's selection abatement of the contractor shall be made in GECC's sole discretion. GECC shall provide MAPICS with an allowance (the "First Floor Improvement Allowance") of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and no/100 Dollars ($283,781.00), equivalent to Seventeen and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor of the Subleased Premises; the First Floor Improvement Allowance shall be used by GECC to pay the cost of construction of the Improvements, which cost shall include, without limitation, permits, fees, additional utility services or meters. Anything in this paragraph to the contrary notwithstanding, prior to the commencement of construction of the Improvements, MAPICS shall pay to GECC, Fixed Minimum Rent as additional rent, (i) the amount, if any, by which the estimated cost of construction of the Improvements exceeds the First Floor Improvement Allowance, and (ii) a fee for GECC's management of construction of the Improvements, which fee shall be in an amount equal to five percent (5%) of the total cost of construction of the Improvements, which total cost shall include the management fee. The Improvements shall constitute fixtures and remain in the Subleased Premises as the property of GECC at the expiration or sooner termination of this Sublease. The Improvements shall be completed in accordance with the timetable set forth in paragraph C hereinbelowthe previous sentence, Tenant waives and releases any and all claims for damages against Landlord resulting from the Premises remaining unavailable for occupancy by Tenant due to Landlord’s failure to substantially complete Landlord’s Work. The taking of possession of the Premises by Tenant shall be deemed conclusively to establish that Landlord’s Work has been completed and accepted by Tenant.

Construction of Improvements. GECC shall cause Tenant may not commence construction of any Improvements unless and until: (i) Landlord has approved the Approved Plans for such Improvements in writing; (ii) Tenant has obtained a building permit for the construction of such Improvements; (iii) certificates of all insurance coverages required to be carried by Tenant have been delivered to Landlord; and (iv) Tenant has delivered to Landlord a contractor’s “Payment and Performance Bond” in favor of Landlord as obligee, on the current AIA forms then in use or other forms reasonably acceptable to Landlord, issued by a surety company licensed as a surety in the State of North Carolina, guaranteeing completion of the Improvements to in accordance with the Approved Plans free of liens and security agreements. Any Improvements constructed upon the Premises shall be ---------------------------- constructed in accordance with the Approved Plans. GECC shall obtain competitive bids from Upon at least three 48 hours written notice to Tenant, Landlord may designate a representative to inspect the Premises during construction of the Improvements (3provided that Tenant shall have the right to designate a Tenant representative to accompany Xxxxxxxx’s representative during any such inspection), and if Landlord determines Tenant’s construction is not being done in accordance with the Approved Plans, Tenant shall correct any deficiencies or omissions promptly. After completion of the Improvements, any subsequent changes or modifications to the Improvements from the Approved Plans or subsequent renovations of the Improvements (except for interior, non- structural alterations) general contractorsmust be approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that MAPICS shall have the right to select one (1) of the contractors to be included in the bidding process. GECC shall make the final selection a contractor to construct the Improvements, based upon the bids obtained by GECC; provided, however, that (a) GECC Tenant shall not be obligated required to accept obtain Landlord’s approval of plans for indoor exhibits, outdoor exhibits or related amenities. Prior to opening for business, Tenant shall obtain and deliver to Landlord: (i) a certification by Xxxxxx’s architect or engineer that the lowest bidImprovements has been completed in substantial accordance with the Approved Plans, and (bii) GECC's selection of Tenant’s affidavit that all work, labor and materials have been paid for in connection with the contractor shall be made in GECC's sole discretion. GECC shall provide MAPICS with an allowance (the "First Floor Improvement Allowance") of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and no/100 Dollars ($283,781.00), equivalent to Seventeen and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor of the Subleased Premises; the First Floor Improvement Allowance shall be used by GECC to pay the cost of construction of the Improvements. All work required in connection with the construction of the Improvements shall be performed only by competent contractors licensed under the laws of the State of North Carolina and shall be performed in accordance with written contracts with those contractors. Each such contract shall require the contractors to indemnify, which cost shall includedefend and hold Landlord harmless against all claims, without limitationdamages, permitslosses and expenses, including attorneys’ fees, arising out of the construction work and shall further require such contractors to name Landlord as an additional utility services or metersinsured in all liability insurance policies maintained by such contractors for the duration of the construction period. Anything in this paragraph to the contrary notwithstanding, prior Prior to the commencement of construction of the any Improvements, MAPICS Tenant shall pay deliver or cause to GECC, as additional rent, (ibe delivered to Landlord certificates of insurance from each such contractor evidencing compliance with the provisions of Section 5.3(b) and a copy of Tenant’s contract with each general contractor engaged for the amount, if any, by which the estimated cost of construction of the Improvements exceeds the First Floor Improvement Allowance, and (ii) a fee for GECC's management of construction of the Improvements, which fee and with each separate contractor engaged by Tenant to perform services in connection therewith for consideration in excess of Fifteen Thousand Dollars ($15,000.00). Tenant shall also deliver or cause to be in an amount equal delivered to five percent (5%) Landlord copies of the total cost Xxxxxx’s contracts with any other contractors upon Xxxxxxxx’s written request therefor. Upon completion of construction of the any Improvements, which total cost Tenant shall include furnish Landlord a copy of the management fee. The Improvements shall constitute fixtures and remain in the Subleased Premises as the property of GECC at the expiration or sooner termination of this Sublease. The Improvements shall be completed in accordance with the timetable set forth in paragraph C hereinbelowas-built plans for such Improvements.

Construction of Improvements. GECC The term commencement date ("Term Commencement Date") shall cause be the earlier of the date on which: (1) Tenant takes possession of some or all of the Premises for the conduct of Tenant's business, or (2) the Improvements constructed or to be ---------------------------- constructed in the Premises shall have been substantially completed in accordance with the Plansplans and specifications referenced in Paragraph 39 hereof, whether or not substantial completion of the Building itself shall have occurred, and a certificate of occupancy is issued for the Premises. GECC If for any reason Landlord cannot deliver possession of the Premises to Tenant on the Estimated Term Commencement Date, Landlord shall obtain competitive bids from at least three (3) general contractorsnot be subject to any liability therefore, nor shall Landlord be in default hereunder; provided, however, if substantial completion of the Improvements has not occurred and a certificate of occupancy has not been issued on or before (i) June 11, 1999, Tenant shall be entitled to a credit against the first Base Rent otherwise payable hereunder in an amount equal to $708.33 per day for each day that MAPICS shall elapse from June 11, 1999 until substantial completion has been achieved and a certificate of occupancy has been issued for the Premises, and (ii) October 1, 1999, Tenant shall have the right to select one terminate this Lease by written notice to Landlord, in which event this Lease shall terminate and the parties shall have no further rights or obligations hereunder. Substantial completion shall have occurred notwithstanding Tenant's submission of a punch list to Landlord, which Tenant shall submit, if at all, within thirty (130) days after the Term Commencement Date. Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of the contractors to be included in the bidding processPremises. GECC Landlord agrees that it shall make the final selection a contractor to construct the Improvements, based upon the bids obtained by GECC; provided, however, that (a) GECC shall provide Tenant with advance written notice if Tenant will not be obligated able to accept the lowest bid, and (b) GECC's selection have lawful occupancy of the contractor shall be made in GECC's sole discretion. GECC shall provide MAPICS with an allowance (the "First Floor Improvement Allowance") of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and no/100 Dollars ($283,781.00), equivalent to Seventeen and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor of the Subleased Premises; the First Floor Improvement Allowance shall be used by GECC to pay the cost of construction of the Improvements, which cost shall include, without limitation, permits, fees, additional utility services or meters. Anything in this paragraph to the contrary notwithstanding, prior to the commencement of construction of the Improvements, MAPICS shall pay to GECC, as additional rent, (i) the amount, if any, by which the estimated cost of construction factory portion of the Improvements exceeds Premises by May 1, 1999 for the First Floor Improvement Allowancepurpose of making such portion of the Premises ready for the conduct of Tenant's business to be conducted therein, and (ii) a fee for GECC's management of construction the office portion of the ImprovementsPremises by June 1, which fee shall be in an amount equal to five percent (5%) 1999 for the purpose of making such portion of the total cost Premises ready for the conduct of construction of Tenant's business to be conducted therein, such written notice to be provided by Landlord to Tenant at least 60 days prior to the Improvements, which total cost shall include the management fee. The Improvements shall constitute fixtures and remain in the Subleased Premises as the property of GECC at the expiration or sooner termination of this Sublease. The Improvements shall be completed in accordance with the timetable applicable date set forth in paragraph C hereinbelowclause (i) or (ii) as applicable.

Construction of Improvements. GECC Applicant, at no cost and expense to the City, shall cause construct those water mains required to accommodate the potable water and fire protection needs of the Property generally as set forth on the final engineering plans as may hereafter be finally approved by the City (herein referred to individually as a “Water Improvement” and collectively as the “Water Improvements”), pursuant to the provisions of Exhibit F (“Water Improvements”), attached hereto and made a part hereof. Applicant shall have the right and obligation in connection with any Phase of Development of the Property to construct only those Water Improvements to as may be ---------------------------- constructed in accordance with the Plansnecessary for such Phase. GECC shall obtain competitive bids from at least three (3) general contractors; providedUpon completion of construction of a Water Improvement, however, that MAPICS Applicant shall have the right to select one (1) of dedicate said Water Improvement to the contractors City, and in such event and after the City has inspected the same to be included in conform that construction has been completed, the bidding process. GECC shall make the final selection a contractor to construct the Improvements, based upon the bids obtained by GECC; provided, however, that (a) GECC shall not be obligated City agrees to accept the lowest biddedication of those Water Improvements for a particular phase which have then been constructed by Applicant promptly upon Applicant’s completion and tender thereof in compliance with all City requirements. In furtherance of the foregoing, Applicant agrees to grant to the City any easements which may be reasonably necessary to permit the City’s ownership of the Water Improvements, pursuant to a future, final plat of subdivision. Solely in relation to the Water Improvements which are the subject of this Agreement, and (b) GECC's selection notwithstanding the City’s ownership of the contractor Water Improvements, the City shall have no right to offer or to provide potable water service for the benefit of any property other than the Property without having first entered into a recapture agreement to benefit the Owner. The determination of the extent of any “benefitted property” in such recapture agreement shall be made in GECC's at the sole discretion. GECC shall provide MAPICS with an allowance (the "First Floor Improvement Allowance") of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and no/100 Dollars ($283,781.00), equivalent to Seventeen and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor discretion of the Subleased Premises; the First Floor Improvement Allowance City which shall be used reasonably exercised. The City represents and warrants that it owns, operates and maintains a potable water supply and distribution system within its borders and water mains within the right-of-way along or across from a portion of the perimeter of the Property, which system and mains have, and at all times will have, sufficient capacity and pressure to accommodate the anticipated potable water and fire protection needs of the Property and the residents of the Property. All inspection, tap-on and use fees assessed by GECC the City in connection with the provision of potable water service to the Property shall be assessed at the same rate as those charged by the City to other similar users of City water service. The City shall, at Applicant’s expense, cooperate in obtaining all off-site easements which are necessary or required by Applicant and shall grant Applicant access to all City owned right-of- way to provide Applicant with potable water and fire protection service to the Property. Applicant shall restore property affected by off-site extension of water lines to its condition existing prior to said construction to the extent reasonably practicable, but at a minimum, graded and seeded, and shall indemnify and hold City harmless for its failure to do so. Applicant shall construct the Water Improvements as provided for on Exhibit F, as may be reasonably determined to be necessary in accordance with sound engineering practices as agreed to and by the parties, provided the City shall pay the cost of construction any oversizing of lines required for the Improvements, which cost shall include, without limitation, permits, fees, additional utility services or meters. Anything in this paragraph to the contrary notwithstanding, prior to the commencement benefit of construction of the Improvements, MAPICS shall pay to GECC, as additional rent, (i) the amount, if any, by which the estimated cost of construction of the Improvements exceeds the First Floor Improvement Allowance, and (ii) a fee for GECC's management of construction of the Improvements, which fee shall be in an amount equal to five percent (5%) of the total cost of construction of the Improvements, which total cost shall include the management fee. The Improvements shall constitute fixtures and remain in the Subleased Premises as the property of GECC at the expiration or sooner termination of this Sublease. The Improvements shall be completed in accordance with the timetable set forth in paragraph C hereinbelowother property.

Construction of Improvements. GECC (a) Landlord, at its sole cost and expense, shall cause the Improvements to be ---------------------------- constructed on the Property an addition to the existing office/warehouse/light manufacturing facility consisting of approximately 134,100 square feet of leasable area, (the "ADDITION") as more particularly described in the outline specifications listed in Exhibit C, and the preliminary plans listed in Exhibit D and attached as Exhibit D1 and the preliminary construction cost breakdown attached as Exhibit E (the "NEW IMPROVEMENTS"). The plans and specifications set forth in Exhibits C, D and D1, as they may be modified in accordance with the Plansterms of this Agreement, are hereinafter referred to as the "PLANS AND SPECIFICATIONS". GECC Landlord warrants to Tenant that the New Improvements shall obtain competitive bids from be constructed in a good and workmanlike manner, substantially free of defects in workmanship and substantially in accordance with the Plans and Specifications. Landlord shall during the first lease year correct, in a diligent manner, any defects or deficiencies noted by Tenant to Landlord which arises as a result of the initial construction of the New Improvements and not as a result of Tenant's use of the New Improvements or any component parts thereof. Landlord warrants that the heating system and the exhaust fans installed in the Addition will be in good operating condition as of the Commencement Date, provided Tenant shall, subject to Landlord's obligations in the preceding sentence, maintain the same in good operating condition at least three Tenant's own risk and expense and deliver the same to Landlord at the termination of this lease in the same good condition as existed at the beginning of the original term of this lease, normal wear and tear excepted. To the extent practicable and permissible, Landlord shall permit Tenant to enjoy the benefit of all builders and contractors' warranties and guarantees, and any common law right of action which Landlord may have with respect to the New Improvements for so long as no Event of Default exists under the terms of this lease. After the first lease year, Landlord will assign to Tenant any such builders' and contractors' warranties and guarantees for Tenant's use during the remainder of the Term. In the event any builders' or contractors' warranties and guarantees cannot be assigned to Tenant, Landlord agrees to notify Tenant in writing, prior to the expiration of the first lease year, identifying such warranties and guarantees and providing Tenant with copies of the same. Landlord agrees to cooperate with Tenant and take all reasonable steps to ensure that any maintenance, repair or replacement covered by such warranties and guarantees is promptly completed, or the cost recovered, for the benefit of Tenant, provided that Landlord shall have no liability for any costs associated with such maintenance, repair or replacement. Landlord agrees that the general construction contract for the New Improvements shall contain a provision that Tenant is a third party beneficiary of Landlord's rights under such contract; provided that Tenant shall not exercise any such rights (3x) general contractors; provided, however, that MAPICS prior to the end of the first lease year or (y) with respect to any matter or claim which arose prior to the end of the first lease year and which Landlord is actively pursuing with the contractor. Tenant shall notify Landlord prior to exercising any right pursuant to the preceding sentence. Landlord shall provide Tenant with a copy of any and all construction contracts for the Addition and Landlord agrees Tenant shall have the right to select one (1) of approve any changes to such contracts consistent with the contractors rights provided under subsection 4(b). In the event Landlord desires to be included in the bidding process. GECC change its general contractor from J.M. Turner Comxxxx, Xxxxxord agrees it shall make the final selection a contractor obtain Tenant's prior written approval to construct the Improvementssuch change, based upon the bids obtained by GECC; provided, however, that (a) GECC provided Tenant's approval shall not be obligated to accept the lowest bid, and (b) GECC's selection of the contractor shall be made in GECC's sole discretion. GECC shall provide MAPICS with an allowance (the "First Floor Improvement Allowance") of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and no/100 Dollars ($283,781.00), equivalent to Seventeen and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor of the Subleased Premises; the First Floor Improvement Allowance shall be used by GECC to pay the cost of construction of the Improvements, which cost shall include, without limitation, permits, fees, additional utility services unreasonably withheld or meters. Anything in this paragraph to the contrary notwithstanding, prior to the commencement of construction of the Improvements, MAPICS shall pay to GECC, as additional rent, (i) the amount, if any, by which the estimated cost of construction of the Improvements exceeds the First Floor Improvement Allowance, and (ii) a fee for GECC's management of construction of the Improvements, which fee shall be in an amount equal to five percent (5%) of the total cost of construction of the Improvements, which total cost shall include the management fee. The Improvements shall constitute fixtures and remain in the Subleased Premises as the property of GECC at the expiration or sooner termination of this Sublease. The Improvements shall be completed in accordance with the timetable set forth in paragraph C hereinbelowdelayed.

Construction of Improvements. GECC shall cause the Improvements If this Lease pertains to a Building to be ---------------------------- constructed or improvements to be constructed within a Building, the provisions of this Paragraph 2.B. shall apply in lieu of the provisions of Paragraph 2.A. above and the term commencement date ("TERM COMMENCEMENT DATE") shall be thirty (30) days after delivery of the fifth floor portion of the Premises (Suite 500) to Tenant ??? being acknowledged by Landlord and Tenant that Tenant is currently in possession of the fourth floor portion of the Premises (Suite 400) and the eighth floor portion of the Premises (Suite 860) under Tenant's Lease dated March 15, 1995, as amended by Lease Amendment dated September 21, 1998 and by Lease Amendment Number Two of even date herewith (as amended, the "EXISTING LEASE"). If for any reason Landlord cannot deliver possession of the Premises to Tenant on the scheduled Term Commencement Date, Landlord shall not be subject to any liability therefor, nor shall Landlord be in default hereunder nor shall such failure affect the validity of this Lease, and Tenant agrees to accept possession of the Premises at such time as Landlord delivers to Tenant possession of the fifth floor portion of the Premises, which date shall then be deemed the Term Commencement Date. Tenant shall not be liable for any Rent for any period prior to the Term Commencement Date (but without affecting any obligations of Tenant under any improvement agreement appended to this Lease). In the event of any dispute as to substantial completion of work performed or required to be performed by Landlord, the certificate of Landlord's architect or general contractor shall be conclusive. Substantial completion shall have occurred notwithstanding Tenant's submission of a punchlist to Landlord, which Tenant shall submit, if at all, within three (3) business days after the Term Commencement Date or otherwise in accordance with any improvement agreement appended to this Lease. Upon Landlord's request, Tenant shall promptly execute and return to Landlord a "Start-Up Letter" in which Tenant shall agree, among other things, to acceptance of the Premises and to the determination of the Term Commencement date, in accordance with the Plans. GECC terms of this Lease, but Tenant's failure or refusal to do so shall obtain competitive bids from at least three (3) general contractors; provided, however, that MAPICS shall have the right to select one (1) not negate Tenant's acceptance of the contractors to be included in the bidding process. GECC shall make the final selection a contractor to construct the Improvements, based upon the bids obtained by GECC; provided, however, that (a) GECC shall not be obligated to accept the lowest bid, and (b) GECC's selection Premises or affect determination of the contractor shall be made in GECC's sole discretion. GECC shall provide MAPICS with an allowance (the "First Floor Improvement Allowance") of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and no/100 Dollars ($283,781.00), equivalent to Seventeen and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor of the Subleased Premises; the First Floor Improvement Allowance shall be used by GECC to pay the cost of construction of the Improvements, which cost shall include, without limitation, permits, fees, additional utility services or meters. Anything in this paragraph to the contrary notwithstanding, prior to the commencement of construction of the Improvements, MAPICS shall pay to GECC, as additional rent, (i) the amount, if any, by which the estimated cost of construction of the Improvements exceeds the First Floor Improvement Allowance, and (ii) a fee for GECC's management of construction of the Improvements, which fee shall be in an amount equal to five percent (5%) of the total cost of construction of the Improvements, which total cost shall include the management fee. The Improvements shall constitute fixtures and remain in the Subleased Premises as the property of GECC at the expiration or sooner termination of this Sublease. The Improvements shall be completed in accordance with the timetable set forth in paragraph C hereinbelowterm Commencement Date.

Construction of Improvements. GECC shall cause the Improvements to be ---------------------------- constructed in accordance with the Plans. GECC shall obtain competitive bids from at least three (3) general contractors; provided, however, that MAPICS shall have the right to select one (1) of the contractors to be included in the bidding process. GECC shall make the final selection a contractor to construct the Improvements, based upon the bids obtained by GECC; provided, however, that (a) GECC shall not be obligated Landlord's Improvements. Landlord agrees to accept furnish, at Landlord's sole cost and expense, all of the lowest bidarchitectural design, engineering, material, labor, and (b) GECC's selection equipment for the construction on the Land of the contractor shall be improvements specified on the Outline Plans and Specifications which are attached hereto and made in GECCa part hereof as Exhibit C (hereinafter called --------- "Landlord's sole discretion. GECC shall provide MAPICS with an allowance (the "First Floor Improvement AllowanceImprovements") of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and no/100 Dollars ($283,781.00), equivalent to Seventeen and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor of the Subleased Premises; the First Floor Improvement Allowance shall be used by GECC to pay the cost of construction of the Improvements, which cost shall include, without limitation, permitsan approximately 100,000 square foot two-story office building and operations center, fees, additional utility services or meters. Anything in this paragraph to and all on- site and off-site improvements shown on the contrary notwithstanding, prior to plans and specifications and required for the commencement of construction operation of the ImprovementsDemised Premises as an office building and operations center, MAPICS shall pay substantially as depicted on Exhibit B, including but not --------- limited to GECC, as additional rent, (i) the amountall off-site and on-site land clearance, if any, by which the estimated cost of construction of the Improvements exceeds the First Floor Improvement Allowance, land balancing and gradings; (ii) a fee all road improvements including acceleration and deceleration lanes and signals (mechanical or otherwise) for GECCthe control of vehicular and pedestrian traffic (if required); (iii) all utility extensions to the Demised Premises, including, but not limited to, all storm sewers, water mains, storm drains, and retention basins; (iv) all entrances, exits, driveways, roadways, service drives, parking areas, curbing and sidewalks for automotive and pedestrian ingress and egress to and from the Demised Premises and adjacent public streets and highways; (v) landscaping and all on-site traffic and parking lot striping and control signs, lighting and any fencing or screening walls; and (vi) the procurement of all building and other permits and approvals necessary for constructing Landlord's management of construction Improvements but only as and to the extent more particularly described in the Outline Plans and Specifications. It is the intent of the parties that the Landlord's Improvements, which fee shall be provided by Landlord at its sole cost and expense, shall result in an amount equal to five percent (5%) the delivery of the total cost a turnkey facility ready for installation of construction of the Tenant's personal property and equipment. Landlord shall diligently prosecute Landlord's Improvements, which total cost shall include the management fee. The Improvements shall constitute fixtures in a first-class and remain in the Subleased Premises as the property of GECC at the expiration or sooner termination of this Sublease. The Improvements shall be completed good and workerlike manner, using good materials, in accordance with the timetable Final Plans and Specifications and with the Construction Schedule (as hereinafter defined), and in compliance with all applicable laws, statutes, building codes, governmental rules, regulations, and orders of the federal, state and municipal governments, or any department or division thereof. Landlord agrees to cause final plans and specifications to be prepared in accordance with the Outline Plans and Specifications and to submit the same to Tenant within forty-five (45) days from execution of this Lease for its approval. Tenant shall review said final plans and specifications within seven (7) days of submittal and approve and/or comment on same to Landlord. If Tenant does not respond to Landlord's submission of the final plans and specifications within such seven (7) day period, then Tenant shall be deemed to have approved the same. If Tenant responds by making reasonable comments to the proposed final plans and specifications, then Landlord shall revise the final plans and specifications in accordance with Tenant's comments and resubmit them to Tenant for approval within seven (7) days from the date of receipt of written comments from Tenant. Tenant shall have seven (7) days to approve such revised final plans and specifications. Each day beyond such seven (7) day period shall be added to the time period allotted to Landlord for the completion of Landlord's Improvements. Tenant agrees that it will not withhold its approval except for just and reasonable cause and will not act in an arbitrary or capricious manner with respect to the approval of the final plans and specifications. The final plans and specifications may be completed in parts (e.g. mechanical plans and specs, etc.) and provided to Tenant for review in such a manner and Tenant shall have the time period set forth about for review and approval of each such partial submittal. The final plans and specifications approved by Landlord and Tenant pursuant to this Section 2.(a) shall hereinafter ------------- be referred to as the "Final Plans and Specifications." Upon due approval said Final Plans and Specifications shall be in lieu of and shall replace Exhibit C --------- except as to nonconstruction matters contained in Exhibit C which are not -------- inconsistent with and which are not expressly and specifically superseded by said Final Plans and Specifications. Prior to, or at the time of, completion of the Final Plans and Specifications, Landlord and Tenant shall agree upon a schedule for the completion of the various components of Landlord's Improvements (the "Construction Schedule") which shall become a part of this Lease as Exhibit D. Landlord agrees to appoint competent personnel to work with Tenant in the preparation of the Final Plans and Specifications and Tenant agrees to appoint an employee of Tenant or other competent personnel to review the Final Plans and Specifications so as not to unreasonably delay completion of the Landlord's Improvements. In the event there are substantial changes in the construction of the Landlord's Improvements from the Final Plans and Specifications as a result of Tenant change orders, Landlord agrees to provide Tenant with "as-built" drawings of the Demised Premises within ninety (90) days of substantial completion. When Landlord requests Tenant to specify details or layouts, Tenant shall provide such details or layouts to Landlord within the time period requested following Tenant's receipt of a written request therefor from Landlord which specifies the information required by Landlord and provides the relevant back-up information to enable Tenant to comply with such request on a timely basis. Landlord shall provide Tenant with two (2) days advance written notice of late response prior to such delay being deemed "Tenant's Delay" herein. Each day beyond Landlord's written notice requesting a response shall be added to the time period allotted to Landlord for the completion of Landlord's Improvements or in the event Tenant's delay causes delays in Landlord's schedule in excess or disproportionate to the days of Tenant's delay and said disproportionate delay was detailed in said notice to Tenant, Landlord's time period for completion of the Landlord's Improvements shall be extended for the period resulting from Tenant's delay. Tenant's response to such request by Landlord shall be not inconsistent with the provisions of the Final Plans and Specifications, so as not to delay completion of the Landlord's Improvements. In any event, the Commencement Date shall occur as set forth in paragraph C hereinbelowSection 3 if, any delay in substantial completion, is the result of Tenant delay.

Construction of Improvements. GECC (a) Landlord shall cause make the Improvements improvements to the Premises, if any, described as Landlord's Work ("Landlord's Work") on Exhibit C attached hereto and made a part hereof. Landlord shall use reasonable efforts to substantially complete Landlord's Work on or before the Commencement Date and shall provide Tenant notice of the occurrence thereof, but shall not be responsible for delays due to (i) causes beyond Landlord's reasonable control, (ii) any act, delay or failure to act of Tenant, (iii) any changes requested by Tenant in Landlord's Work or any work performed or to be ---------------------------- constructed performed by Tenant, (iv) the quality of performance or completion of any work by a person, firm or corporation employed by Tenant, (v) the work being performed by or on behalf of Tenant which, under good construction scheduling practices should be completed before portions of the Landlord's Work are completed, is not completed by Tenant on schedule and/or results in accordance with delays in the Planscompletion of Landlord's Work, and/or (vi) any other act or omission of Tenant, its agents, employees, or contractors, including, without limitation, any delay in giving authorization or approvals (in any instance, a "Tenant Delay"). GECC Tenant shall obtain competitive bids from at least three (3) general contractorsbe entitled, as Tenant's sole remedy, to an abatement of the Fixed Minimum Rent otherwise due hereunder for any period following the Commencement Date during which the Premises remain unavailable for occupancy by Tenant because of Landlord's failure to substantially complete Landlord's Work; provided, however, that MAPICS if Landlord, in Landlord's sole judgment, is delayed in timely substantially completing Landlord's Work because of any Tenant Delay, then there shall have the right to select one (1) be no abatement of the contractors to be included in Fixed Minimum Rent for the bidding processperiod of such Tenant Delay. GECC shall make Except for the final selection a contractor to construct the Improvements, based upon the bids obtained by GECC; provided, however, that (a) GECC shall not be obligated to accept the lowest bid, and (b) GECC's selection abatement of the contractor shall be made in GECC's sole discretion. GECC shall provide MAPICS with an allowance (the "First Floor Improvement Allowance") of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and no/100 Dollars ($283,781.00), equivalent to Seventeen and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor of the Subleased Premises; the First Floor Improvement Allowance shall be used by GECC to pay the cost of construction of the Improvements, which cost shall include, without limitation, permits, fees, additional utility services or meters. Anything in this paragraph to the contrary notwithstanding, prior to the commencement of construction of the Improvements, MAPICS shall pay to GECC, Fixed Minimum Rent as additional rent, (i) the amount, if any, by which the estimated cost of construction of the Improvements exceeds the First Floor Improvement Allowance, and (ii) a fee for GECC's management of construction of the Improvements, which fee shall be in an amount equal to five percent (5%) of the total cost of construction of the Improvements, which total cost shall include the management fee. The Improvements shall constitute fixtures and remain in the Subleased Premises as the property of GECC at the expiration or sooner termination of this Sublease. The Improvements shall be completed in accordance with the timetable set forth in paragraph C hereinbelowthe previous sentence, Tenant waives and releases any and all claims for damages against Landlord resulting from the Premises remaining unavailable for occupancy by Tenant due to Landlord's failure to substantially complete Landlord's Work. The taking of possession of the Premises by Tenant shall be deemed conclusively to establish that Landlord's Work has been completed and accepted by Tenant.

Construction of Improvements. GECC If LESSEE decides to make additional ---------------------------- improvements to Premises, LESSEE may make such improvements, at LESSEE's expense, in the area shown in green on Exhibit A. LESSEE shall cause the Improvements submit to LESSOR, forty-five (45) days prior to commencing construction of said improvements, one (1) set of plans and specifications of all LESSEE'S work to be ---------------------------- constructed done to construct said improvements, prepared in accordance with the Plansall applicable laws, codes and regulations. GECC LESSOR shall obtain competitive bids from at least three (3) general contractorsnotify LESSEE as to such parts of same as shall not meet LESSOR'S reasonable approval; provided, however, that MAPICS LESSOR'S notification hereunder must be within fifteen (15) business days of receipt or be deemed waived, thereby constituting approval. LESSOR'S approval shall have be in addition to any approvals required by local, state or federal laws to commence such improvements. LESSOR shall cooperate with LESSEE at LESSOR's expense in the right to select one (1) performing by LESSEE of any alteration by LESSEE hereunder. Upon the contractors request of LESSEE, LESSOR shall join in any application for any permits, certificates, or approvals required to be included in the bidding process. GECC shall make the final selection a contractor to construct the Improvements, based upon the bids obtained by GECC; providedLESSEE in connection therewith. Notwithstanding anything herein to the contrary, however, that (a) GECC LESSEE shall not be obligated required to accept the lowest bidfurnish plans to LESSOR, and (b) GECCor obtain LESSOR's selection of the contractor shall be made in GECC's sole discretion. GECC shall provide MAPICS prior consent, with an allowance (the "First Floor Improvement Allowance") of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and no/100 Dollars ($283,781.00), equivalent respect to Seventeen and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor of the Subleased Premises; the First Floor Improvement Allowance shall be used by GECC to pay the cost of construction of the Improvements, which cost shall include, without limitation, permits, fees, additional utility services any interior alterations solely or meters. Anything in this paragraph to the contrary notwithstandingextent involving painting, prior to the commencement of construction of the Improvementscarpeting, MAPICS shall pay to GECC, as additional rent, (i) the amount, if any, by which the decorating or wall covering or a cumulative estimated cost of construction less than one hundred thousand dollars ($100,000.00). LESSOR hereby agrees that it shall not require LESSEE to pay any sums to LESSOR or incur any charges imposed by LESSOR in connection with the granting of the Improvements exceeds the First Floor Improvement Allowance, and (ii) a fee for GECC's management of construction of the Improvements, which fee any consent by LESSOR in connection therewith. LESSEE agrees that it shall act such that its contractors shall be in an amount equal to five percent (5%) harmony with local activities concerning the appropriate labor situation at or about Premises. When the construction of any additional improvements is completed by LESSEE, said improvements shall become part of the total cost of construction of Premises subject to the Improvements, which total cost shall include the management fee. The Improvements shall constitute fixtures and remain in the Subleased Premises as the property of GECC at the expiration or sooner termination terms of this Sublease. The Improvements shall be completed in accordance with the timetable set forth in paragraph C hereinbelowLease.

Construction of Improvements. GECC Applicant, at no cost and expense to the City, shall cause construct those water mains required to accommodate the potable water and fire protection needs of the Property generally as set forth on the final engineering plans as may hereafter be finally approved by the City (herein referred to individually as a “Water Improvement” and collectively as the “Water Improvements.” Applicant shall have the right and obligation in connection with any Phase of Development of the Property to construct only those Water Improvements to as may be ---------------------------- constructed in accordance necessary for such Phase. Upon completion of construction of a Water Improvement, and after providing the City with the Plans. GECC shall obtain competitive bids from at least three (3) general contractors; providedevidence of clear merchantable title, however, that MAPICS Applicant shall have the right to select one (1) dedicate said Water Improvement, free and clear of all encumbrances, to the contractors City, and in such event and after the City has inspected the same to be included in conform that construction has been completed, the bidding process. GECC shall make the final selection a contractor to construct the Improvements, based upon the bids obtained by GECC; provided, however, that (a) GECC shall not be obligated City agrees to accept the lowest biddedication of those Water Improvements for a particular phase which have then been constructed by Applicant promptly upon Applicant‟s completion and tender thereof in compliance with all City requirements, including performance guarantees as set forth in Section 11-5-1 of the Subdivision Regulations. In furtherance of the foregoing, Applicant agrees to grant to the City any easements which may be reasonably necessary to permit the City‟s ownership of the Water Improvements, pursuant to a future, Final Plat of subdivision. Solely in relation to the Water Improvements which are the subject of this Agreement, and (b) GECC's selection notwithstanding the City‟s ownership of the contractor Water Improvements, the City shall have no right to offer or to provide potable water service for the benefit of any property other than the Property without having first entered into a recapture agreement to benefit the Owner. The determination of the extent of any “benefitted property” in such recapture agreement shall be made in GECC's at the sole discretion. GECC shall provide MAPICS with an allowance (the "First Floor Improvement Allowance") of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and no/100 Dollars ($283,781.00), equivalent to Seventeen and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor discretion of the Subleased Premises; the First Floor Improvement Allowance City which shall be used reasonably exercised. The City represents and warrants that it owns, operates and maintains a potable water supply and distribution system within its borders and water mains within the right-of-way along or across from a portion of the perimeter of the Property, which system and mains have, and at all times will have, sufficient capacity and pressure to accommodate the anticipated potable water and fire protection needs of the Property and the residents of the Property. All inspection, tap-on and use fees assessed by GECC the City in connection with the provision of potable water service to the Property shall be assessed at the same rate as those charged by the City to other similar users of City water service. The City shall, at Applicant‟s expense, cooperate in obtaining all off-site easements which are necessary or required by Applicant and shall grant Applicant access to all City owned right-of-way to provide Applicant with potable water and fire protection service to the Property. Applicant shall restore property affected by off-site extension of water lines to its condition existing prior to said construction to the extent reasonably practicable, but at a minimum, graded and seeded, and shall indemnify and hold City harmless for its failure to do so. Applicant shall construct the Water Improvements as may be reasonably determined to be necessary in accordance with sound engineering practices as agreed to by the parties, provided the City shall pay the cost of construction any oversizing of lines required for the Improvements, which cost shall include, without limitation, permits, fees, additional utility services or meters. Anything in this paragraph to the contrary notwithstanding, prior to the commencement benefit of construction of the Improvements, MAPICS shall pay to GECC, as additional rent, (i) the amount, if any, by which the estimated cost of construction of the Improvements exceeds the First Floor Improvement Allowance, and (ii) a fee for GECC's management of construction of the Improvements, which fee shall be in an amount equal to five percent (5%) of the total cost of construction of the Improvements, which total cost shall include the management fee. The Improvements shall constitute fixtures and remain in the Subleased Premises as the property of GECC at the expiration or sooner termination of this Sublease. The Improvements shall be completed in accordance with the timetable set forth in paragraph C hereinbelowother property.

Construction of Improvements. GECC shall cause In the Improvements event this Lease pertains to a Building to be ---------------------------- constructed or improvements to be constructed within a Building, the provision of this Paragraph 2.B. shall apply in lieu of the provisions of Paragraph 2.A. above and the term commencement date ("Term Commencement Date") shall be the earlier of the date on which: (1) Tenant takes possession of some or all of the Premises, or (2) the improvements constructed or to be constructed in the Premises shall have been substantially completed in accordance with Exhibit B whether or not substantial completion of the PlansBuilding itself shall have occurred. GECC If for any reason Landlord cannot deliver possession of the Premises to Tenant on the Estimated Term Commencement Date, Landlord shall obtain competitive bids from not be subject to any liability, nor shall Landlord be in default hereunder. In the event of any dispute as to substantial completion of work performed or required to be performed by Landlord, the certificate of Landlord's architect or general contractor shall be conclusive. Substantial completion shall have occurred notwithstanding Tenant's submission of a punchlist to Landlord, which Tenant shall submit, if at least three all, within thirty (330) general contractors; provideddays after the Term commencement Date. Tenant shall, howeverupon demand, that MAPICS execute and deliver to Landlord a letter of acceptance of delivery of the Premises. Notwithstanding the foregoing to the contrary, if the Term Commencement Date has not occurred within ninety (90) days after the Estimated Term Commencement Date through no fault or neglect of Tenant, then Tenant shall have the right to select one cancel and terminate this Lease by written notice given to Landlord with five (15) days after the elapse of such ninety (90) day period. In the contractors event Tenant elects to be included terminate this Lease as provided in the bidding process. GECC preceding sentence by the requisite notice, Landlord shall make return to Tenant all sums received by Landlord from Tenant with respect to his Lease and/or the final selection a contractor to construct the Improvements, based upon the bids obtained by GECC; provided, however, that (a) GECC shall not be obligated to accept the lowest bidPremises, and (b) GECC's selection of the contractor neither Landlord nor Tenant shall be made in GECC's sole discretionhave any further rights or obligations under this Lease. GECC shall provide MAPICS with an allowance (the "First Floor Improvement Allowance") of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and no/100 Dollars ($283,781.00), equivalent to Seventeen and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor of the Subleased Premises; the First Floor Improvement Allowance shall be used by GECC to pay the cost of construction of the Improvements, which cost shall include, without limitation, permits, fees, additional utility services or meters. Anything in this paragraph to the contrary notwithstanding, prior to the commencement of construction of the Improvements, MAPICS shall pay to GECC, as additional rent, (i) the amount, if any, by which the estimated cost of construction of the Improvements exceeds the First Floor Improvement Allowance, and (ii) a fee for GECC's management of construction of the Improvements, which fee shall be in an amount equal to five percent (5%) of the total cost of construction of the Improvements, which total cost shall include the management fee. The Improvements shall constitute fixtures and remain in the Subleased Premises as the property of GECC at the expiration or sooner termination of this Sublease. The Improvements shall be completed in accordance with the timetable set forth in paragraph C hereinbelow3.

Construction of Improvements. GECC 40.1 Lessor shall cause the Improvements Building to be ---------------------------- constructed on the Land, substantially in accordance with those certain final plans and specifications of the Building and the Land which plans and specifications have been approved by Lessor and Lessee and which are identified on Exhibit "C", attached hereto and ----------- by this reference incorporated herein and made a part hereof (herein collectively called the "Plans"). Lessor shall retain and contract with a contractor reasonably acceptable to Lessee (herein called the "Approved Contractor") to construct the Premises substantially in accordance with the Plans. GECC Lessor shall obtain competitive bids from at least three cause its contract with the Approved Contractor relating to the construction of the Premises to contain a provision reciting that (3a) general contractors; providedthe Premises are being constructed for lease to Lessee upon substantial completion, however, that MAPICS shall have (b) the right to select Approved Contractor warrants the construction of the Premises against defects for a period of one (1) year after substantial completion thereof, (c) Lessor will assign any such warranty to Lessee upon the Commencement Date, (d) Lessee shall be a third-party beneficiary to such contract and (e) Lessee shall be entitled to enforce directly against the Approved Contractor any and all warranties, guaranties and assurances given by the Approved Contractor with respect to the Premises. Lessor shall use reasonable efforts to have Lessee deemed to be a co-beneficiary relating to any bonds that may be issued relating to the approved Contractor's payment and performance. Upon substantial completion of the contractors Building, Lessor shall cause a Georgia registered surveyor or engineer, reasonably acceptable to be included in the bidding process. GECC shall make the final selection Lessee, to prepare and deliver to Lessee a contractor to construct the Improvements, based upon the bids obtained by GECC; provided, however, that (a) GECC shall not be obligated to accept the lowest bid, and (b) GECC's selection survey of the contractor Premises which shall be made in GECC's sole discretion. GECC shall provide MAPICS with an allowance (the "First Floor Improvement Allowance") of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and no/100 Dollars ($283,781.00), equivalent to Seventeen and no/100 Dollars ($17.00) per square foot of rentable area show all improvements on the First Floor Premises as of the Subleased Premises; the First Floor Improvement Allowance date of such survey. Such survey shall be used by GECC to pay the cost of construction contain a metes and bounds description of the Improvements, which cost Land and shall include, without limitation, permits, fees, additional utility services or meters. Anything contain the certifications in this paragraph to favor of Lessor and Lessee and the contrary notwithstanding, prior to minimum standard detail requirements for an ALTA/ACSM Land Title Survey meeting the commencement requirements of construction of the Improvements, MAPICS shall pay to GECCa Class A Survey, as additional rentadopted by ACSM on September 16, (i) the amount1988 and by ALTA on October 19, if any, by which the estimated cost of construction of the Improvements exceeds the First Floor Improvement Allowance, and (ii) a fee for GECC's management of construction of the Improvements, which fee shall be in an amount equal to five percent (5%) of the total cost of construction of the Improvements, which total cost shall include the management fee. The Improvements shall constitute fixtures and remain in the Subleased Premises as the property of GECC at the expiration or sooner termination of this Sublease. The Improvements shall be completed in accordance with the timetable set forth in paragraph C hereinbelow1988.

Construction of Improvements. GECC Landlord shall cause diligently construct the ---------------------------- Shell Building and the Tenant Improvements to be ---------------------------- constructed in substantial accordance with the Plansapproved Shell Plans and the approved Final Interior Drawings, in a good and workmanlike manner using materials specified in the Shell Plans and Final Interior Drawings and in compliance with law. GECC shall obtain competitive bids from at least The Shell Building and Tenant Improvements are collectively referred to as the "Improvements". Except as ------------ expressly set forth herein and as to Landlord's representation and warranty as to compliance in Section 4 of the Lease, the Premises are leased to Tenant in --------- their "AS IS" condition and this Work Letter Agreement is intended to set forth the obligations of Landlord and Tenant with respect to the preparation of the Premises for Tenant's occupancy. Within three (3) business days following full Lease execution, Landlord's Representative shall submit a request for qualifications and proposal to at least three general contractors; provided, howeverlicensed in the state of Texas to construct the Tenant Finish Work for the Premises (collectively, that MAPICS the "Request for Proposal "). --------------------- Prior to distributing the Request for Proposal, Landlord's Representative shall submit a draft of the same and a list of proposed contractors to Tenant for Tenant's review and approval. Tenant shall have the right to select at least one (1) qualified contractor to participate in this process. Tenant shall have two (2) Business Days to notify Landlord whether it approves of the draft Request for Proposal, such approval not to be unreasonably withheld, delayed or conditioned. If Tenant disapproves of the draft Request for Proposal, then it shall specify in reasonable detail the reasons for such disapproval, in which case, Landlord shall revise the draft Request for Proposal to correct any objections and resubmit it to Tenant. Such process shall be repeated until the Request for Proposal has been finally approved. If Tenant fails to notify Landlord's Representative that it disapproves of the draft Request for Proposal within two (2) Business Days after the draft Request for Proposal has been submitted to Tenant, then Tenant shall be deemed to have approved the draft Request for Proposal in question. The Request for Proposal shall require that each contractor bidding on the Tenant Finish Work must submit its qualifications and its proposal to Landlord's Representative by noon, Austin, Texas time on the fifth (5th) business day or earlier following the date on which Landlord's Representative distributes the Request for Proposal. Upon receipt of the approved Final Interior Drawings, Landlord shall cause at least three contractors to be included in bid the bidding processwork. GECC shall make the final selection a contractor to construct the Improvements, based upon the bids obtained by GECC; provided, however, that (a) GECC shall not be obligated to accept the lowest bid, and (b) GECC's selection of the contractor shall be made in GECC's sole discretion. GECC The contractors shall provide MAPICS final pricing to Landlord's Representative within fifteen (15) days thereof along with an allowance a detailed cost breakdown of all construction costs (the "First Floor Improvement AllowanceBid Costs") of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and no/100 Dollars ($283,781.00), equivalent to Seventeen and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor . After --------- receipt by Landlord's Representative of the Subleased Premises; the First Floor Improvement Allowance bids, Landlord's Representative shall be used by GECC to pay the cost approve of construction of the Improvements, which cost shall include, without limitation, permits, fees, additional utility services or meters. Anything in this paragraph to the contrary notwithstanding, prior to the commencement of construction of the Improvements, MAPICS shall pay to GECC, as additional rent, (i) the amount, if any, by which the estimated cost of construction of the Improvements exceeds the First Floor Improvement Allowance, and (ii) a fee for GECC's management of construction of the Improvements, which fee shall be in an amount equal to contractor within five percent (5%) of the total cost of construction of the Improvements, which total cost shall include the management fee. The Improvements shall constitute fixtures and remain in the Subleased Premises as the property of GECC at the expiration or sooner termination of this Sublease. The Improvements shall be completed in accordance with the timetable set forth in paragraph C hereinbelowbusiness days.

Construction of Improvements. GECC shall cause the Improvements to be ---------------------------- constructed in accordance with the Plans. GECC shall obtain competitive bids from at least three (3) general contractors; provided, however, that MAPICS shall have the right to select one (1) of the contractors to be included in the bidding process. GECC shall make the final selection a contractor to construct the Improvements, based upon the bids obtained by GECC; provided, however, that (a) GECC shall not be obligated Attached hereto as Exhibit “B” is the proposed space plan and general description of proposed improvements to accept the lowest bid, and (b) GECC's selection of the contractor shall be made in GECC's sole discretion. GECC shall provide MAPICS with an allowance (the "First Floor Improvement Allowance") of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and no/100 Dollars ($283,781.00), equivalent to Seventeen and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor of the Subleased Premises; the First Floor Improvement Allowance shall be used by GECC to pay the cost of construction of the Improvements, which cost shall include, without limitation, permits, fees, additional utility services or meters. Anything in this paragraph to the contrary notwithstanding, prior to the commencement of construction of the Improvements, MAPICS shall pay to GECC, as additional rent, (i) the amount, if any, by which the estimated cost of construction of the Improvements exceeds the First Floor Improvement Allowance, and (ii) a fee for GECC's management of construction of the Improvements, which fee shall be in an amount equal to five percent (5%) of the total cost of construction of the Improvements, which total cost shall include the management fee. The Improvements shall constitute fixtures and remain in the Subleased Premises as the property of GECC at the expiration or sooner termination of this Sublease. The Improvements shall be completed in accordance with this Section 8 (“Space Plan”). The Landlord shall retain an architect to prepare final plans and specifications substantially in accordance with the timetable set forth Space Plan and the cost of such final plans and specifications together with the Space Plan shall be paid from the allowance referenced herein. The improvements referenced in paragraph C hereinbelowsaid final plans and specifications, other than the Server Room Improvements described below, are referred to herein as the “Tenant Improvements.” Landlord agrees to give Tenant a buildout allowance of Six Hundred Eighty-Two Thousand Seven Hundred Sixty Dollars ($682,760.00) for (i) the payment of hard costs (and permitting, impact, inspection fees and related fees and charges and those soft costs noted above) of construction of the Tenant Improvements which shall be constructed substantially in accordance with the final plans and specifications referenced herein and in the Space Plan and for (ii) the construction of a “Server Room” which shall be situated directly adjacent to the existing ADT Server Room on the second floor of the Premises and shall be constructed by Landlord substantially in accordance with and as described in Exhibit “B” attached hereto (“Server Room Improvements”). Tenant shall be responsible for any and all costs associated with completing the proposed improvements in excess of the aforementioned allowance including, but not limited to, architectural fees, construction costs, permits and similar costs and fees. Tenant shall pay such excess costs, if any, on or before taking occupancy of the Premises. Landlord estimates that it will Substantially Complete the Tenant Improvements and the Server Room Improvements on or before October 1, 2005, but in any event, said improvements shall be completed on or before the Term Commencement Date, subject to delays caused by acts of God, delays occasioned by governmental agencies or matters beyond the Landlord’s control. Construction shall be completed by a contractor selected by Landlord. Landlord and the contractor shall enter into a construction contract for the completion of the Tenant Improvements and the Server Room Improvements. The contractor shall be entitled to a fee not to exceed ten percent (10%) of the cost of construction (hard and soft). Landlord shall require the contractor to obtain no less than three (3) bids from the electrical, mechanical and drywall subcontractors, and Landlord shall deliver copies of such bids to Tenant. Landlord shall select the subcontractors after consultation with Tenant. The Landlord and the contractor shall not be required to utilize the lowest bid for these trades if, in the Landlord’s reasonable discretion, the Landlord is of the opinion that another subcontractor will provide better quality and/or a more timely delivery of construction of the Tenant Improvements and the Server Room Improvements. Prior to authorizing the contractor to proceed, Landlord shall obtain and deliver to Tenant a price proposal for the total cost of the Tenant Improvements and the Server Room Improvements. Should Tenant desire to seek adjustments to the price proposal, Tenant shall, within twenty (20) days of submission by Landlord to the Tenant of the price proposal, cause the architect and/or contractor to alter the plans as is necessary to adjust the price proposal and establish the final cost of the improvements that is reasonably acceptable to Tenant. Any such alteration to the plans shall not result in a material adverse modification thereof and shall not result in any modification to the building permit application and the quality of materials and design shall be consistent with the remainder of the Building. In the event the Tenant is unable to alter the plans and obtain a revised proposal and submit same to the Landlord all within the said 20-day period, then and in that event, the Landlord shall and is hereby authorized to proceed with construction in accordance with the original proposal submitted by the Landlord to the Tenant. The aforementioned allowance must be utilized and expended by Tenant for the Tenant Improvements and the Server Room Improvements only.

Construction of Improvements. GECC (a) Tenant shall cause be responsible for constructing the Improvements interior improvements within the Demised Premises (the "Improvements"). Tenant's proposed architect/engineer and construction contractor is subject to Landlord's prior approval, which approval shall not be unreasonably withheld or delayed. At least two weeks prior to obtaining its construction permits from the applicable governmental entity, Tenant shall, at its sole cost and expense, prepare and submit to Landlord for Landlord's written approval or disapproval (which approval will not be unreasonably withheld or conditioned) a complete set of plans and specifications and construction drawings (collectively, the "Plans and Specifications") covering all work to be ---------------------------- constructed performed by Tenant in accordance constructing the Improvements. The Plans and Specifications shall be in such detail as Landlord may reasonably require and shall be in compliance with the Plans. GECC shall obtain competitive bids from at least three (3) general contractorsall applicable statutes, ordinances and regulations; provided, however, that MAPICS shall have the right to select one (1) Landlord's approval of the contractors to be included in the bidding process. GECC shall make the final selection a contractor to construct the Improvements, based upon the bids obtained by GECC; provided, however, that (a) GECC Plans and Specifications shall not be obligated deemed to accept be a warranty or representation that the lowest bidPlans and Specifications comply with all applicable statutes, ordinances and (b) GECC's selection of regulations. Landlord shall review the contractor shall be made in GECC's sole discretion. GECC shall provide MAPICS with an allowance (the "First Floor Improvement Allowance") of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One Plans and no/100 Dollars ($283,781.00), equivalent to Seventeen Specifications and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor of the Subleased Premises; the First Floor Improvement Allowance shall be used by GECC to pay the cost of construction of the Improvements, which cost shall include, without limitation, permits, fees, additional utility services or meters. Anything in this paragraph to the contrary notwithstanding, prior to the commencement of construction of the Improvements, MAPICS shall pay to GECC, as additional rent, (i) the amountindicate requested changes, if any, by which the estimated cost of construction written notice to Tenant, within fifteen (15) days after receipt of the Improvements exceeds Plans and Specifications by Landlord. If Landlord fails to indicate such requested changes to the First Floor Improvement AllowancePlans and Specifications by such date, the Plans and (ii) a fee for GECC's management of construction of the Improvements, which fee Specifications shall be in an amount equal deemed approved. Thereafter, any changes to five percent (5%) of the total cost of construction of the Improvements, which total cost shall include the management fee. The Improvements shall constitute fixtures Plans and remain in the Subleased Premises as the property of GECC at the expiration or sooner termination of this Sublease. The Improvements Specifications shall be completed in accordance with the timetable set forth in paragraph C hereinbelowsubject to Landlord's written approval.

Construction of Improvements. GECC The term commencement date ("Term Commencement Date") shall cause be the Improvements to be ---------------------------- constructed in accordance with earlier of the Plans. GECC shall obtain competitive bids from at least three (3) general contractors; provided, however, that MAPICS shall have the right to select one date on which: (1) Tenant takes possession of some or all of the contractors Premises, or (2) the improvements constructed or to be included constructed in the bidding process. GECC Premises shall make the final selection a contractor to construct the Improvements, based upon the bids obtained by GECC; provided, however, that (a) GECC shall not be obligated to accept the lowest bid, and (b) GECC's selection of the contractor shall be made in GECC's sole discretion. GECC shall provide MAPICS with an allowance (the "First Floor Improvement Allowance") of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and no/100 Dollars ($283,781.00), equivalent to Seventeen and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor of the Subleased Premises; the First Floor Improvement Allowance shall be used by GECC to pay the cost of construction of the Improvements, which cost shall include, without limitation, permits, fees, additional utility services or meters. Anything in this paragraph to the contrary notwithstanding, prior to the commencement of construction of the Improvements, MAPICS shall pay to GECC, as additional rent, (i) the amount, if any, by which the estimated cost of construction of the Improvements exceeds the First Floor Improvement Allowance, and (ii) a fee for GECC's management of construction of the Improvements, which fee shall be in an amount equal to five percent (5%) of the total cost of construction of the Improvements, which total cost shall include the management fee. The Improvements shall constitute fixtures and remain in the Subleased Premises as the property of GECC at the expiration or sooner termination of this Sublease. The Improvements shall be have been substantially completed in accordance with the timetable plans and specifications described on Exhibits A, B and C attached hereto, whether or not substantial completion of the Building itself shall have occurred, and Landlord has delivered to Tenant a copy of a temporary or permanent occupancy permit. In no event shall the Term Commencement Date occur sooner than June 1, 1998, unless Xxxxxx agrees to the earlier date in writing. If for any reason Landlord cannot deliver possession of the Premises to Tenant on the Estimated Term Commencement Date, Landlord shall not be subject to any liability therefor, nor shall Landlord be in default hereunder. In the event of any dispute as to substantial completion of work performed or required to be performed by Landlord, the certificate of Landlord's architect or general contractor shall be conclusive. Substantial completion shall have occurred notwithstanding Tenant's submission of a punchlist to Landlord, which Tenant shall submit, if at all, within thirty (30) days after the Term Commencement Date. As of the Term Commencement Date, Tenant acknowledges that Tenant shall have inspected the Premises and will accept the Premises in their then existing "as is" condition, broom clean, as suitable for the purpose for which the Premises are leased, and Xxxxxx agrees that said Xxxxxxxx and other improvements are in good and satisfactory condition as of when possession was taken, subject only to the punchlist. Tenant further acknowledges that no representations as to the condition or repair of the Premises nor promises to alter, remodel or improve the Premises have been made by Landlord unless such are expressly set forth in paragraph C hereinbelowthis Lease. Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of the Premises. In no event, subject to Paragraph 35, shall the Term Commencement Date be later than December 31, 1998.

Construction of Improvements. GECC shall cause Lessor agrees to construct a building, parking lot and other improvements on the Improvements Leased Premises in accordance with plans and specifications described in Exhibit "B" attached hereto and incorporated into this Lease Agreement by reference. Such plans and specifications sha1l be in general accordance with preliminary plans and specifications described in Exhibit "B-1" attached hereto and incorporated herein by reference. Lessor and Lessee agree that time is of the essence in the construction of the improvements. Lessor agrees to be ---------------------------- constructed commence construction of the improvements as soon as practicable, to proceed diligently and expeditiously and to complete the construction thereof on or before November 1, 1988. In the event the construction has not been substantially comp1eted in accordance with the Plansforegoing plans and specifications and in full compliance with all applicable local, state and federal laws, statutes, regu1ations codes and ordinances, and the Leased Premises ready for occupancy as evidenced by a temporary certificates of occupancy issued by competent authority, on or before November 1, 1988, than the Lessee may at its option upon thirty (30) days prior written notice to Lessor, terminate this Lease without further obligation 16 and shall be reimbursed by Lessor for all out of pocket expenses incurred by Lessee up to the date of such prior written notice and the parties shall be discharged from all obligations hereunder. GECC shall obtain competitive bids from at least three (3) general contractors; Lessee's option to terminate sha1l be in addition to any other legal or equitable remedy otherwise available to Lessee, provided, however, that MAPICS in the event construction of the improvements is delayed due to acts of God, fire or other casua1ty, 1abor disputes or other causes beyond the control of Lessor, than the date for fina1 comp1etion shall be adjusted for a period equal to such de1ay or delays, but in no event shall the date for final comp1etion be postponed beyond December 1, l988. When the construction of the improvements has been substantially completed, Lessor agrees to furnish to Lessee a certificate of Lessor's architect or engineer stating that the improvements have been constructed substantia11y in accordance with the plans and specifications. Upon receipt of such certificate Lessee sha1l have the right of inspection, and upon verification by Lessee that such plan and specification have been comp1ied with agrees to select one (1) provide Lessor within a reasonable time with a written acknow1edgement of the contractors to be included in the bidding process. GECC shall make the final selection a contractor to construct the Improvements, based upon the bids obtained by GECC; provided, however, that (a) GECC shall not be obligated to accept the lowest bid, and (b) GECC's selection acceptance of the contractor shall be made in GECC's sole discretion. GECC shall provide MAPICS with an allowance (the "First Floor Improvement Allowance") of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and no/100 Dollars ($283,781.00), equivalent to Seventeen and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor of the Subleased Premises; the First Floor Improvement Allowance shall be used by GECC to pay the cost of construction of the Improvements, which cost shall include, without limitation, permits, fees, additional utility services or meters. Anything in this paragraph to the contrary notwithstanding, prior to the commencement of construction of the Improvements, MAPICS shall pay to GECC, as additional rent, (i) the amount, if any, by which the estimated cost of construction of the Improvements exceeds the First Floor Improvement Allowance, and (ii) a fee for GECC's management of construction of the Improvements, which fee shall be in an amount equal to five percent (5%) of the total cost of construction of the Improvements, which total cost shall include the management feeimprovements. The Improvements shall constitute fixtures and remain in the Subleased Premises as the property of GECC at the expiration or sooner termination Commencement Date of this SubleaseLease sha11 be the date of Lessee's receipt and verification of such architect's or engineer's certificate, unless Lessor and Lessee agree otherwise in writing. The Improvements shall be If any disagreement occurs between Lessor and Lessee as to whether the improvements have been substantia1ly 17 completed in accordance with the timetable set forth plans and specifications, the parties sha1l select an independent architect to inspect the construction and certify as to such completion thereof. The independent architect's certificate shall be binding on the parties, and in paragraph C hereinbelow.the event any alteration or correction is required Lessor sha11 promptly cause such to be made. In the event of such disagreement, the Commencement Date sha1l become the first day of the ca1endar month fo1lowing the decision of the independent architect, or the comp1etion of the required a1terations or corrections, whichever comes later. Lessor, in connection with the construction of the improvements guarantees and warrants:

Construction of Improvements. GECC shall As part of the Total Construction Costs, Lessor agrees to cause the Improvements construction work to be ---------------------------- constructed completed in accordance with the PlansWorking Drawings. GECC shall obtain competitive bids from at least three (3) general contractors; provided, however, that MAPICS shall have the right to select one (1) of the contractors to be included in the bidding process. GECC shall make the final selection a contractor to construct the Improvements, based upon the bids obtained by GECC; provided, however, that (a) GECC Lessor shall not be obligated to accept construct or install any improvements or facilities of any kind other that those called for by the lowest bidWorking Drawings. “Building Grade” and/or “Building Standard” shall mean the type, and (b) GECC's selection brand, and/or quality of the contractor shall materials Lessor designates from time to time to be made in GECC's sole discretion. GECC shall provide MAPICS with an allowance (the "First Floor Improvement Allowance") of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and no/100 Dollars ($283,781.00), equivalent minimum quality to Seventeen and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor of the Subleased Premises; the First Floor Improvement Allowance shall be used by GECC in the building commonly described as Building “K” or the exclusive type, grade or quality of material to pay the be used in 11002 - 00000 Xxxxxx Xxxx Rd., Lenexa, KS. The total cost of construction of the Improvements, which cost shall includework (includes, without limitation, permitsspace planning and architectural, construction document fees, additional design of the work and preparation of the Working Drawings, including mechanical, electrical, and plumbing (MEP’s) plans, costs of construction supervision, provided by a third party construction manager, in the amount of four percent (4%) of the Construction Costs, labor and materials, all utility services or meters. Anything in this paragraph usage during construction, related taxes and other costs related directly to the contrary notwithstandingimprovement of the Premises, all of which costs are herein collectively called the “Total Construction Costs” as outlined in Exhibits “C” (“Bid Plan”) Exhibit “C-1” (Construction Bid/Cost”) hereof shall be borne by Lessee up to but not exceeding $856,376.00 Before construction of improvements shall begin, and upon Lease execution, Lessee agrees to pay to Lessor the amount of $263,864.00, which represents the overage on the above standard constructions costs. The remaining balance of the Construction Costs in the amount of $592,512.00 shall be paid by Lessee to Lessor as follows: $296,256.00, which represents fifty percent (50%) of the standard construction costs, within thirty (30) days after Lease Execution. Upon Lease Commencement, Lessee shall pay Lessor $237,004.80 plus 100% of the accumulated change order value, which shall be due and payable within ten (10) days of Lessee’s receipt of Lessor’s invoice. The remaining $59,251.20, representing ten percent (10%) holdback, shall be payable by Lessee to Lessor within thirty (30) days after occupancy and upon completion of all final punch list items. Lessee further acknowledges and agrees that Lessor will hold back ten percent (10%) of the constructions costs paid by Lessee ($59,251.20). At such time as the Temporary Certificate of Occupancy is issued and all final punch list items are complete, Lessor will release the amount of $59,251.20 to the contractor. “Total Construction Costs” shall be used exclusively for construction work and improvements to the building. Lessor or its affiliate shall supervise the Work, make disbursements required to be made to the contractors, and act as a liaison between the contractors and Lessee and coordinate the relationship between the work, the building, and the building’s systems. Lessor warrants that all of its work shall be done in accordance with all local laws and building codes; shall utilize new, good quality construction materials; shall be undertaken and completed in a good and workerlike manner. All components of the HVAC system shall be new. In addition, Lessor shall also assign to Lessee any rights which it has to any contractor’s or manufacturer’s warranties on building systems and components. Lessor agrees to complete its work in accordance with Exhibit “C”, prior to the commencement of the Lease. Substantial completion as used herein shall be the date that a temporary certificate of occupancy is issued by the City of Lenexa, Kansas. Lessor will also require the contractor to name the Lessee as an additional insured on its insurance policies required under the construction of the Improvements, MAPICS shall pay to GECC, as additional rent, (i) the amount, if any, by which the estimated cost of construction of the Improvements exceeds the First Floor Improvement Allowancecontract, and (ii) a fee for GECC's management Lessor shall collect and furnish copies of construction of lien waivers from the Improvements, which fee shall be in an amount equal to five percent (5%) of the total cost of construction of the Improvements, which total cost shall include the management fee. The Improvements shall constitute fixtures contractor and remain in the Subleased Premises as the property of GECC at the expiration or sooner termination of this Sublease. The Improvements shall be completed in accordance with the timetable set forth in paragraph C hereinbelowits subcontractors.

Construction of Improvements. GECC shall cause Tenant may not commence construction of any Improvements unless and until: (i) Landlord has approved the Approved Plans for such Improvements in writing; (ii) Tenant has obtained a building permit for the construction of such Improvements; (iii) certificates of all insurance coverages required to be carried by Tenant have been delivered to Landlord; and (iv) Tenant has delivered to Landlord a contractor’s “Payment and Performance Bond” in favor of Landlord as obligee, on the current AIA forms then in use or other forms reasonably acceptable to Landlord, issued by a surety company licensed as a surety in the State of North Carolina, guaranteeing completion of the Improvements to in accordance with the Approved Plans free of liens and security agreements. Any Improvements constructed upon the Premises shall be ---------------------------- constructed in accordance with the Approved Plans. GECC shall obtain competitive bids from Upon at least three 48 hours written notice to Tenant, Landlord may designate a representative to inspect the Premises during construction of the Improvements (3provided that Tenant shall have the right to designate a Tenant representative to accompany Landlord’s representative during any such inspection), and if Landlord determines Tenant’s construction is not being done in accordance with the Approved Plans, Tenant shall correct any deficiencies or omissions promptly. After completion of the Improvements, any subsequent changes or modifications to the Improvements from the Approved Plans or subsequent renovations of the Improvements (except for interior, non- structural alterations) general contractorsmust be approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that MAPICS shall have the right to select one (1) of the contractors to be included in the bidding process. GECC shall make the final selection a contractor to construct the Improvements, based upon the bids obtained by GECC; provided, however, that (a) GECC Tenant shall not be obligated required to accept obtain Landlord’s approval of plans for indoor exhibits, outdoor exhibits or related amenities. Prior to opening for business, Tenant shall obtain and deliver to Landlord: (i) a certification by Tenant’s architect or engineer that the lowest bidImprovements has been completed in substantial accordance with the Approved Plans, and (bii) GECC's selection of Tenant’s affidavit that all work, labor and materials have been paid for in connection with the contractor shall be made in GECC's sole discretion. GECC shall provide MAPICS with an allowance (the "First Floor Improvement Allowance") of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and no/100 Dollars ($283,781.00), equivalent to Seventeen and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor of the Subleased Premises; the First Floor Improvement Allowance shall be used by GECC to pay the cost of construction of the Improvements. All work required in connection with the construction of the Improvements shall be performed only by competent contractors licensed under the laws of the State of North Carolina and shall be performed in accordance with written contracts with those contractors. Each such contract shall require the contractors to indemnify, which cost shall includedefend and hold Landlord harmless against all claims, without limitationdamages, permitslosses and expenses, including attorneys’ fees, arising out of the construction work and shall further require such contractors to name Landlord as an additional utility services or metersinsured in all liability insurance policies maintained by such contractors for the duration of the construction period. Anything in this paragraph to the contrary notwithstanding, prior Prior to the commencement of construction of the any Improvements, MAPICS Tenant shall pay deliver or cause to GECC, as additional rent, (ibe delivered to Landlord certificates of insurance from each such contractor evidencing compliance with the provisions of Section 5.3(b) and a copy of Tenant’s contract with each general contractor engaged for the amount, if any, by which the estimated cost of construction of the Improvements exceeds the First Floor Improvement Allowance, and (ii) a fee for GECC's management of construction of the Improvements, which fee and with each separate contractor engaged by Tenant to perform services in connection therewith for consideration in excess of Fifteen Thousand Dollars ($15,000.00). Tenant shall also deliver or cause to be in an amount equal delivered to five percent (5%) Landlord copies of the total cost Tenant’s contracts with any other contractors upon Landlord’s written request therefor. Upon completion of construction of the any Improvements, which total cost Tenant shall include furnish Landlord a copy of the management fee. The Improvements shall constitute fixtures and remain in the Subleased Premises as the property of GECC at the expiration or sooner termination of this Sublease. The Improvements shall be completed in accordance with the timetable set forth in paragraph C hereinbelowas-built plans for such Improvements.

Construction of Improvements. GECC Borrower shall cause commence construction of the Improvements no later than thirty (30) days from the date hereof; submit a Requisition for the Initial Advance within thirty (30) days after such commencement and subsequent advances on a monthly basis thereafter; cause construction thus begun to be ---------------------------- constructed prosecuted with diligence and continuity in a good and workmanlike manner in accordance with the Plans. GECC shall obtain competitive bids from at least three (3) general contractorsPlans and Specifications except during the existence of any Force Majeure Event; provideduse only materials, howeverfixtures, that MAPICS shall have the right to select one (1) furnishings and equipment in connection with construction of the contractors to be included in the bidding process. GECC shall make the final selection a contractor to construct the Improvements, based upon the bids obtained by GECCImprovements that are not used or obsolete; provided, however, that (a) GECC shall not be obligated to accept the lowest bid, and (b) GECC's selection of the contractor shall be made in GECC's sole discretion. GECC shall provide MAPICS with an allowance (the "First Floor Improvement Allowance") of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and no/100 Dollars ($283,781.00), equivalent to Seventeen and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor of the Subleased Premises; the First Floor Improvement Allowance shall be used by GECC to pay the cost of complete construction of the Improvements, which cost shall includeand the installation of all necessary roads and utilities, without limitationin accordance with the Plans and Specifications, permits, fees, additional utility on or before the Completion Date free and clear of defects and liens or claims for liens for material supplied or labor or services or meters. Anything performed in this paragraph to connection with the contrary notwithstanding, prior to the commencement of construction of the Improvements, MAPICS other than liens or claims for liens which have been bonded over to the reasonable satisfaction of Administrative Agent and the Title Insurer; time being of the essence. For the purposes of this Section 6.08, the Improvements shall pay not be deemed to GECC, as additional rent, have been substantially completed until (i) the amountImprovements have, in the reasonable opinion of Administrative Agent and Construction Consultant, been completed (exclusive of punch list items) substantially in accordance with the Plans and Specifications and Borrower's Architect shall have so certified to Administrative Agent pursuant to a completed AIA Form G704 (Certificate of Substantial Completion) and shall have also certified that the Improvements (x) have been substantially completed in accordance with the Plans and Specifications and (y) comply with all applicable laws, regulations and rules of any Governmental Authority, except where failure to comply would not have a Material Adverse Effect, (ii) the Improvements shall contain all fixtures and equipment required for the operation of the Improvements, or which may be required by any Governmental Authority or by any law, regulation or rule of any Governmental Authority and are in all material respects in the case of the retail building, with respect to space covered by Leases, ready for delivery to such tenants in accordance with the requirements of such Leases and, with respect to space which is not then covered by a Lease, to the condition set forth in Borrower's standard work letter or standard form of lease, (iii) all permanent (or in lieu thereof temporary) certificates of occupancy (or their local equivalent) and all other certificates, licenses, consents and approvals required for the Improvements (including, without limitation, for the core and shell of the retail building, the garage and the bridge across 62nd Drive) shall have been issued by or obtained from the appropriate Governmental Authorities, (iv) all Direct Costs, Indirect Costs and other costs and expenses incurred in connection with the construction and equipping of the Improvements shall (subject to the following provisions of this paragraph) have been paid in full (other than Direct Costs and other costs and expenses which will be incurred in completing punch list work, landscaping and other minor work with respect to the Improvements and which in the aggregate will not in the reasonable opinion of Administrative Agent and Construction Consultant exceed $1,000,000, and the remaining balance of amounts not advanced pursuant to paragraph (a) of Section 2.01, if any), by which (v) an as-built survey of the estimated cost Improvements reasonably acceptable to Administrative Agent has been provided to it and (vi) as built plans and specifications for the mechanical, plumbing and electrical systems for the Improvements have been provided to Construction Consultant. The requirements of clause (iv) of the preceding sentence of this paragraph shall be deemed satisfied notwithstanding the fact that Borrower shall be withholding payment with respect to work or materials supplied in connection with the construction of the Improvements exceeds which is associated with Retainage or which in the First Floor Improvement Allowancereasonable opinion of Borrower, Borrower's Architect, Administrative Agent and Construction Consultant were not performed or supplied in accordance with the standards specified in the contracts under which such work or materials were to be performed or supplied, or that there are unpaid claims for additional payments with respect to work or materials supplied in connection with the construction of the Improvements which in the reasonable opinion of Borrower, Borrower's Architect, Administrative Agent and Construction Consultant are excessive, invalid or unsubstantiated, provided that (i) Borrower is withholding such payment in good faith and has notified Administrative Agent thereof, and (ii) a fee for GECC's management Borrower shall have paid all other Direct Costs, Indirect Costs and any other costs incurred (other than the remaining balance of construction amounts not advanced pursuant to paragraph (a) of Section 2.01, if any) in connection with the construction, equipping and completion of the Improvements, which fee shall be in an amount equal to five percent (5%) of the total cost of construction of the Improvements, which total cost shall include the management fee. The Improvements shall constitute fixtures and remain in the Subleased Premises as the property of GECC at the expiration or sooner termination of this Sublease. The Improvements shall be completed in accordance with the timetable set forth in paragraph C hereinbelowprovisions of this Agreement and shall have delivered evidence reasonably satisfactory to Administrative Agent of such payment. None of the foregoing is intended to relieve Borrower of its obligation, as soon as reasonably possible following such substantial completion, to cause any and all uncompleted work to be completed and to make payment therefor.

Construction of Improvements. GECC shall cause Tenant may not commence construction of any Improvements unless and until: (i) Landlord has approved the Approved Plans for such Improvements in writing; (ii) Tenant has obtained a building permit for the construction of such Improvements; (iii) certificates of all insurance coverages required to be carried by Tenant have been delivered to Landlord; and (iv) Tenant has delivered to Landlord a contractor’s “Payment and Performance Bond” in favor of Landlord as obligee, on the current AIA forms then in use or other forms reasonably acceptable to Landlord, issued by a surety company licensed as a surety in the State of North Carolina, guaranteeing completion of the Improvements to in accordance with the Approved Plans free of liens and security agreements. Any Improvements constructed upon the Premises shall be ---------------------------- constructed in accordance with the Approved Plans. GECC shall obtain competitive bids from Upon at least three 48 hours written notice to Tenant, Landlord may designate a representative to inspect the Premises during construction of the Improvements (3provided that Tenant shall have the right to designate a Tenant representative to accompany Landlord’s representative during any such inspection), and if Landlord determines Tenant’s construction is not being done in accordance with the Approved Plans, Tenant shall correct any deficiencies or omissions promptly. After completion of the Improvements, any subsequent changes or modifications to the Improvements from the Approved Plans or subsequent renovations of the Improvements (except for interior, non- structural alterations) general contractorsmust be approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that MAPICS shall have the right to select one (1) of the contractors to be included in the bidding process. GECC shall make the final selection a contractor to construct the Improvements, based upon the bids obtained by GECC; provided, however, that (a) GECC Tenant shall not be obligated required to accept obtain Landlord’s approval of plans for indoor exhibits, outdoor exhibits or related amenities. Prior to opening for business, Tenant shall obtain and deliver to Landlord: (i) a certification by Tenant’s architect or engineer that the lowest bidImprovements has been completed in substantial accordance with the Approved Plans, and (bii) GECC's selection of Tenant’s affidavit that all work, labor and materials have been paid for in connection with the contractor shall be made in GECC's sole discretion. GECC shall provide MAPICS with an allowance (the "First Floor Improvement Allowance") of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and no/100 Dollars ($283,781.00), equivalent to Seventeen and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor of the Subleased Premises; the First Floor Improvement Allowance shall be used by GECC to pay the cost of construction of the Improvements. All work required in connection with the construction of the Improvements shall be performed only by competent contractors licensed under the laws of the State of North Carolina and shall be performed in accordance with written contracts with those contractors. Each such contract shall require the contractors to indemnify, which cost shall includedefend and hold Landlord harmless against all claims, without limitationdamages, permitslosses and expenses, including attorneys’ fees, arising out of the construction work and shall further require such contractors to name Landlord as an additional utility services or metersinsured in all liability insurance policies maintained by such contractors for the duration of the construction period. Anything in this paragraph to the contrary notwithstanding, prior Prior to the commencement of construction of the any Improvements, MAPICS Tenant shall pay deliver or cause to GECC, as additional rent, (ibe delivered to Landlord certificates of insurance from each such contractor evidencing compliance with the provisions of Section 5.3(c) and a copy of Tenant’s contract with each general contractor engaged for the amount, if any, by which the estimated cost of construction of the Improvements exceeds the First Floor Improvement Allowance, and (ii) a fee for GECC's management of construction of the Improvements, which fee and with each separate contractor engaged by Tenant to perform services in connection therewith for consideration in excess of Fifteen Thousand Dollars ($15,000.00). Tenant shall also deliver or cause to be in an amount equal delivered to five percent (5%) Landlord copies of the total cost Tenant’s contracts with any other contractors upon Landlord’s written request therefor. Upon completion of construction of the any Improvements, which total cost Tenant shall include furnish Landlord a copy of the management fee. The Improvements shall constitute fixtures and remain in the Subleased Premises as the property of GECC at the expiration or sooner termination of this Sublease. The Improvements shall be completed in accordance with the timetable set forth in paragraph C hereinbelowas-built plans for such Improvements.

Construction of Improvements. GECC The Property Owner(s) hereby agree and covenant that he/she/they shall cause the Improvements construct or caused to be ---------------------------- constructed the deferred improvements described below at his/her/their expense upon determination by the City of Auburn that the improvements have become necessary, or in accordance with event the Plans. GECC shall obtain competitive bids from at least three (3) general contractors; provided, however, that MAPICS shall have the right to select one (1) of the contractors to be included in the bidding process. GECC shall make the final selection a contractor City determines to construct the Improvementsimprovements as part of a public works project, based upon then the bids obtained by GECC; providedproperty owner, howeveror owners, that (a) GECC shall not be obligated make payment to accept the lowest bid, and (b) GECC's selection City of Auburn of the contractor shall be made in GECC's sole discretion. GECC shall provide MAPICS with an allowance (the "First Floor Improvement Allowance") pro-rata share of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and no/100 Dollars ($283,781.00), equivalent to Seventeen and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor of the Subleased Premises; the First Floor Improvement Allowance shall be used by GECC to pay the cost of construction of the Improvementsproject, including but not limited to engineering, construction, inspection and other project related expenses, which cost shall include, without limitation, permits, fees, additional utility services or meters. Anything in this paragraph to the contrary notwithstanding, prior to the commencement of construction of the Improvements, MAPICS shall pay to GECC, as additional rent, (i) the amount, if any, by which the estimated cost of construction of the Improvements exceeds the First Floor Improvement Allowance, and (ii) a fee for GECC's management of construction of the Improvements, which fee shall be in an amount equal to five percent (5%) of the total cost of construction of the Improvements, which total cost shall include the management fee. The Improvements shall constitute fixtures and remain in the Subleased Premises as benefits the property of GECC at the expiration Property Owner(s), described on Exhibit “A” attached hereto and incorporated herein by this reference. In the event that said property is subdivided in the future, the Property Owner(s) agree to include as a condition of sale and/or a restrictive covenant the condition that the obligations to make, construct, install or sooner termination of this Sublease. The Improvements shall be completed in accordance with provide for the timetable street-public works improvements identified and set forth in paragraph C hereinbelow4, below, shall apply to the subdivisions and future sales of portions of the property identified on Exhibit “A”, and that the aforesaid pro-rata fair share of each portion of the property shall be computed by dividing the total assessment applicable to the original parcel amongst the subdivided lots on an area basis. It is further provided that in consideration of the benefits hereof, should the City wish to pursue the identified improvements through a Local Improvement District (LID) project, the Property Owner(s) hereby waive(s) all rights to protest the formation of such LID for the construction of said improvements. For purposes of this Instrument, “rights of protest” shall mean only those formal rights to protest contained within the LID statutes, except, however, nothing herein shall constitute a waiver by the Property Owner(s) or the heirs, assigns or successors in interest of the Property Owner(s), of the right to object to the individual assessment amount or to appeal to the Superior Court for the County in which the property is located the decision of the Council affirming the final assessment role, which rights are specifically preserved.

Construction of Improvements. GECC The Premises shall cause be constructed substantially in accordance with plans and specifications (the Improvements "Plans and Specifications") and the Work Letter attached hereto as Exhibit B and made a part hereof. Tenant shall prepare said Plans and Specifications which shall be approved by Landlord and Tenant prior to be ---------------------------- constructed commencement of construction in accordance with the PlansWork Letter. GECC The term commencement date ("Term Commencement Date") shall obtain competitive bids from at least three (3) general contractors; providedbe May 15, however2002. If, that MAPICS shall have the right to select one (1) for any reason, Landlord cannot deliver possession of the contractors Premises to be included in Tenant on the bidding process. GECC shall make the final selection a contractor to construct the ImprovementsTerm Commencement Date, based upon the bids obtained by GECC; provided, however, that (a) GECC Landlord shall not be obligated subject to accept the lowest bidany liability therefor, Landlord be in default hereunder, and (b) GECC's selection the obligation of the contractor shall be made in GECC's sole discretion. GECC shall provide MAPICS with an allowance (the "First Floor Improvement Allowance") of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and no/100 Dollars ($283,781.00), equivalent to Seventeen and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor of the Subleased Premises; the First Floor Improvement Allowance shall be used by GECC Tenant to pay the cost of construction of Rent due under the ImprovementsLease shall nonetheless commence on the Term Commencement Date. Notwithstanding the foregoing, which cost shall includeif the Premises are not Substantially Complete by February 1, without limitation2003, permitsthen Tenant, feesas Tenant's sole and exclusive remedy, additional utility services or meters. Anything in may terminate this paragraph Lease upon written notice thereof to the contrary notwithstanding, Landlord received prior to the commencement of construction of the ImprovementsFebruary 28, MAPICS shall pay to GECC, as additional rent, 2003 (i) the amount, if any, by or any earlier date on which the estimated cost of construction of the Improvements exceeds the First Floor Improvement AllowancePremises are Substantially Complete). If Tenant shall have failed to deliver such termination notice prior to February 28, and (ii) a fee for GECC's management of construction of the Improvements2003, which fee then Tenant shall be in an amount equal deemed to five percent (5%) of have waived Tenant's right to terminate this Lease pursuant to this Section 2. If Tenant shall properly terminate this Lease pursuant to this Section 2, then the total cost of construction of Security Deposit prepaid to Landlord shall be promptly returned to Tenant, but the Improvements, Base Rent paid by Tenant to Landlord from the Term Commencement Date until the date on which total cost such termination becomes effective shall include the management fee. The Improvements shall constitute fixtures and nonetheless remain in the Subleased Premises as the property of GECC at Landlord. Tenant further acknowledges that no representations as to the expiration condition or sooner termination repair of this Sublease. The Improvements shall be completed in accordance with the timetable Premises nor promises to alter, remodel or improve the Premises have been made by Landlord unless such are expressly set forth in paragraph C hereinbelowthis Lease.

Construction of Improvements. GECC The term commencement date ("Term Commencement Date") shall cause be the Improvements to be ---------------------------- constructed in accordance with earlier of the Plans. GECC shall obtain competitive bids from at least three (3) general contractors; provided, however, that MAPICS shall have the right to select one date on which (1) Tenant takes possession of some or all of the contractors Premises, or (2) the improvements constructed or to be included constructed in the bidding process. GECC Premises shall make the final selection a contractor to construct the Improvements, based upon the bids obtained by GECC; provided, however, that (a) GECC shall not be obligated to accept the lowest bid, and (b) GECC's selection of the contractor shall be made in GECC's sole discretion. GECC shall provide MAPICS with an allowance (the "First Floor Improvement Allowance") of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and no/100 Dollars ($283,781.00), equivalent to Seventeen and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor of the Subleased Premises; the First Floor Improvement Allowance shall be used by GECC to pay the cost of construction of the Improvements, which cost shall include, without limitation, permits, fees, additional utility services or meters. Anything in this paragraph to the contrary notwithstanding, prior to the commencement of construction of the Improvements, MAPICS shall pay to GECC, as additional rent, (i) the amount, if any, by which the estimated cost of construction of the Improvements exceeds the First Floor Improvement Allowance, and (ii) a fee for GECC's management of construction of the Improvements, which fee shall be in an amount equal to five percent (5%) of the total cost of construction of the Improvements, which total cost shall include the management fee. The Improvements shall constitute fixtures and remain in the Subleased Premises as the property of GECC at the expiration or sooner termination of this Sublease. The Improvements shall be have been substantially completed in accordance with the timetable plans and specifications described on Exhibits A, B and C attached hereto, whether or not substantial completion of the Building itself shall have occurred, and Landlord has delivered to Tenant a copy of a temporary or permanent occupancy permit. In no event shall the Term Commencement Data occur sooner than June 1, 1998, unless Tenant agrees to the eaxxxxx date in writing. If for any reason Landlord cannot deliver possession of the Premises to Tenant on the Estimated Term Commencement Date, Landlord shall not be subject to any liability therefor, nor shall Landlord be in default hereunder. In the event of any dispute as to substantial completion of work performed or required to be performed by Landlord, the certificate of Landlord's architect or general contractor shall be conclusive. Substantial completion shall have occurred notwithstanding Tenant's submission of a punchlist to Landlord, which Tenant shall submit, if at all, within thirty (30) days after the Term Commencement Date. As of the Term Commencement Date, Tenant acknowledges that Tenant shall have inspected the Premises and will accept the Premises in their then existing "as is" condition, broom clean, as suitable for the purpose for which the Premises are leased, and Tenant agrees that said Xxxxxxes and other improxxxxxxx are in good and satisfactory condition as of when possession was taken, subject only to the punchlist. Tenant further acknowledges that no representations as to the condition or repair of the Premises nor promises to alter, remodel or improve the Premises have been made by Landlord unless such are expressly set forth in paragraph C hereinbelowthis Lease. Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of the Premises. In no event, subject to Paragraph 35, shall the Term Commencement Date be later than December 31, 1998.

Construction of Improvements. GECC shall (i) Cause the commencement of construction and the completion of the construction of the Improvements in accordance with the terms of the Development Agreement; (ii) furnish Owner a foundation survey promptly upon completion of the foundations of the Improvements; (iii) cause the Improvements to be ---------------------------- constructed in accordance compliance with the Plans. GECC shall obtain competitive bids from at least three (3) general contractors; providedand thereafter remain in compliance with all applicable covenants and restrictions of record and all applicable laws, howeverordinances and regulations, that MAPICS shall have the right to select one (1) of the contractors to be included in the bidding process. GECC shall make the final selection a contractor to construct the Improvements, based upon the bids obtained by GECC; provided, however, that (a) GECC shall not be obligated to accept the lowest bid, and (b) GECC's selection of the contractor shall be made in GECC's sole discretion. GECC shall provide MAPICS with an allowance (the "First Floor Improvement Allowance") of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and no/100 Dollars ($283,781.00), equivalent to Seventeen and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor of the Subleased Premises; the First Floor Improvement Allowance shall be used by GECC to pay the cost of construction of the Improvements, which cost shall includeincluding, without limitation, permitsApplicable Environmental Law, feesthe Applicable Healthcare Laws, additional utility services Americans with Disabilities Act and regulations thereunder, and laws, ordinances and regulations relating to subdivision, zoning, building codes, set back requirements and environmental matters; (iv) cause the Improvements to be constructed so as not to encroach upon or meters. Anything overhang any Property line, setback line, easement or right-of-way (except as permitted pursuant to a properly executed and recorded easement or other applicable agreement, in this paragraph form and substance reasonably acceptable to Owner); (v) cause such construction to proceed continuously (subject to temporary cessation to the contrary notwithstanding, prior to the commencement of construction extent not in violation of the Improvements, MAPICS shall pay to GECC, as additional rent, terms of this Agreement); (ivi) the amount, if any, by which the estimated cost of complete construction of the Improvements exceeds by the First Floor Improvement AllowanceProject Completion Date, time being of the essence; (vii) furnish to Owner within thirty (30) days of Owner's request and upon substantial completion of the Project an as-built survey, in form satisfactory to Owner showing the location of the Improvements without violation of set back lines, zoning or subdivision requirements, easements, covenants or restrictions and showing no encroachments or other conditions which could reasonably be expected to materially adversely affect the value and use of the Property and Improvements; and (iiviii) a fee for GECC's management of construction upon substantial completion of the ImprovementsProject furnish Owner a final date-down endorsement to the Title Policy bringing the effective date current, which fee shall be in an amount equal to five percent adding the ALTA 3.1 zoning endorsement and comprehensive endorsement (5%) if not yet a part of the total cost of construction of policy)and such other additional endorsements reasonably required by Owner, to the Improvements, which total cost shall include the management fee. The Improvements shall constitute fixtures and remain in the Subleased Premises as the property of GECC at the expiration or sooner termination of this Sublease. The Improvements shall be completed in accordance with the timetable set forth in paragraph C hereinbelowextent available.

Construction of Improvements. GECC shall cause Landlord, at its own cost, agrees to construct the Improvements to be ---------------------------- constructed building in the location as shown on the plot plan attached hereto as Exhibit B and in accordance with the Plans. GECC shall obtain competitive bids from plans and specifications to be prepared by Landlord and its architects, and approved by both parties, as attached hereto as Exhibit C. The parking lot is to be well lit at least three (3) general contractors; providednight for the safety of Tenant's employees and customers, however, that MAPICS shall have in accordance with the right plans and specifications provided for in Exhibit C. Any work in addition to select one (1) any of the contractors terms specifically enumerated in said Exhibit C shall be performed by the Tenant at its own cost and expense in accordance with plans and specifications to be included in the bidding process. GECC shall make the final selection a contractor submitted to construct the ImprovementsLandlord for its approval prior to construction, based upon the bids obtained by GECC; provided, however, that (a) GECC which approval shall not be obligated unreasonably withheld. Notwithstanding anything to accept the lowest bidcontrary, and (b) GECC's selection of the contractor shall be made in GECC's sole discretion. GECC Landlord shall provide MAPICS with an allowance (the "First Floor Improvement Allowance") of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and no/100 Dollars ($283,781.00), equivalent to Seventeen and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor of the Subleased Premises; the First Floor Improvement Allowance shall be used by GECC to pay the cost of for construction of the ImprovementsTenant's buildout and fixturing of $15.00 per rentable square foot below a semi-finished ceiling (2x2 acoustical recessed grid ceiling system, which cost shall includestacked and ready for tenant to install along with 40 2x4 deep cell parabolic lighting stacked and ready for tenant to install), without limitationHVAC system consisting of four (4) three 3 ton units (not to include ductwork), permits, fees, additional utility services or meters. Anything in this paragraph Electrical system to the contrary notwithstanding200 amp panel in the rear of the space, prior and stubbing of the plumbing to the commencement of construction bathroom areas. Such allowance shall be dispersed as follows: 1) the first half of the Improvements, MAPICS shall pay to GECC, as additional rent, (i) the amount, if any, by which the estimated cost of construction of the Improvements exceeds the First Floor Improvement Allowance, and (ii) a fee for GECC's management of construction of the Improvements, which fee funds shall be in an amount equal to five percent dispersed upon certification by Tenant that one-half (5%1/2) of the total cost of construction Tenant's work has been completed and 2) the balance paid upon completion of Tenant's work and a certificate of occupancy issued by the governing authority and Tenant shall open for business. Tenant shall promptly pay and not under any circumstances have the power to subject the Demised Premises or any part of the Improvements, which total cost shall include the management feeshopping center to any mechanics' or materialmen's liens or liens of any kind. The Improvements shall constitute fixtures and remain in the Subleased Premises as the property Upon completion of GECC at the expiration or sooner termination of this Sublease. The Improvements shall be completed Tenant's building substantially in accordance with the timetable set forth terms of this Lease and delivery thereof to Tenant, Tenant shall within ten (10) days thereafter execute and deliver to Landlord a written acceptance of the Demised Premises. If at the time Landlord shall request a written acceptance of the demised premises, there shall remain incompleted work in paragraph C hereinbelowaccordance with the plans and specifications, then, provided that all other terms and conditions of the lease have been met, Tenant shall execute the letter of acceptance subject to an itemized list of any such construction deficiencies.

Construction of Improvements. GECC shall cause the Improvements to be ---------------------------- constructed in accordance with the Plans. GECC shall obtain competitive bids from at least three (3) general contractors; provided, however, that MAPICS Tenant shall have the right right, at its sole cost and without the necessity of obtaining Landlord’s consent, to select make at any time and from time to time, improvements and alterations to the Premises (including the construction and installation from time to time of one or more signs (1) including Tenant’s existing signs on the Premises as of the contractors Effective Date and the substitution or replacement thereof from time to be included time in Tenant’s sole discretion) and the installation of one or more sets of satellite receiving equipment or the like on or near the Land and/or the Buildings), and to construct other improvements on the Premises, so long as Tenant complies with all applicable Requirements. Landlord shall cooperate with Tenant and shall execute all instruments necessary or appropriate to obtain, and shall join in the bidding processapplication for, all permits, licenses and other approvals from the applicable governmental authorities to make such alterations and improvements to satisfy the Requirements. GECC Without limiting the generality of the foregoing, Tenant shall make have the final selection a contractor right, at any time and from time to time during the Term, at its sole cost and without the necessity of obtaining Landlord’s consent, to construct the Annex Improvements, based upon and to make such changes and alterations, structural or otherwise, to the bids obtained by GECC; providedAnnex Improvements as Tenant shall deem necessary or desirable, however, that (a) GECC shall not be obligated to accept the lowest bid, and (b) GECC's selection of the contractor shall be made in GECC's sole discretion. GECC shall provide MAPICS with an allowance (the "First Floor Improvement Allowance") of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and no/100 Dollars ($283,781.00), equivalent to Seventeen and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor of the Subleased Premises; the First Floor Improvement Allowance shall be used by GECC to pay the cost of construction of the Improvements, which cost shall includeincluding, without limitation, permitsthe right to increase or reduce the height of the Annex Improvements. Any improvements made by Tenant to the Premises under this Section 8.2 (including without limitation, fees, additional utility services or metersthe Annex Improvements) shall belong to Tenant for the duration of the Term and the cost thereof shall be depreciated by Tenant during the Term. Anything in this paragraph Notwithstanding anything to the contrary notwithstandingin this Section 8.2, any improvement or alteration made by Tenant to the Premises which affects the external appearance of the Buildings or the Annex Improvements, or which affect the structural integrity of the Buildings (excluding the Annex Improvements), shall require the prior consent of Landlord, which consent shall be not be unreasonably conditioned, withheld or delayed. Landlord agrees to cooperate with Tenant and shall execute all instruments necessary or appropriate to obtain, and shall join in the application for, all permits, licenses, endorsements and other approvals from the applicable governmental authorities to make the Annex Improvements comply with the Requirements. Tenant shall provide to Landlord a copy of the plans and specifications relating to any improvements or alterations made by Tenant to the Premises (whether or not such improvements or alterations require Landlord’s consent), and a reasonable estimate of the cost thereof, prior to commencing such improvements or alterations. As used herein, “Annex Improvements” shall mean any and all improvements and alterations to the commencement Annex Building for the conversion to office use of construction an area equal to approximately 7,000 square feet of the Improvements, MAPICS shall pay to GECC, as additional rent, (i) the amount, if any, by which the estimated cost of construction of the Improvements exceeds the First Floor Improvement Allowance, and (ii) a fee for GECC's management of construction of the Improvementssecond floor thereof, which fee area is currently used for the parking of motor vehicles. Nothing in this Lease shall be in an amount equal deemed to five percent (5%) of obligate Tenant to make the total cost of construction of the Annex Improvements, which total cost shall include the management fee. The Improvements shall constitute fixtures and remain in the Subleased Premises as the property of GECC at the expiration or sooner termination of this Sublease. The Improvements shall be completed in accordance with the timetable set forth in paragraph C hereinbelow.

Construction of Improvements. GECC All improvements required by Lessee on the leased premises shall cause be constructed by Lessee at its sole cost and expense and shall be constructed in a thorough and xxxxxxx-like fashion. Prior to construction of any such improvements, the Improvements Lessee shall submit to the Lessor detailed plans and specifications detailing the proposed improvements to be ---------------------------- constructed, the construction of which shall not begin until approved in writing by the Lessor. All improvements shall be constructed in accordance with all applicable laws, rules, regulations, and ordinances. Xxxxxx further agrees to comply with all federal, state, and local laws, ordinances, and zoning provisions in the Plansconstruction and operation of the improvements on the leased premises. GECC Lessee shall obtain competitive bids have no authority to subject the leased premises or any part thereof or any interest of Lessor therein to any mechanics or other statutory or judicial lien. Should any mechanics or other lien, statement, or claim be filed or recorded against the leased premises, or any interest of Lessor thereon, by reason of Lessee's acts or omissions or because of any claim against Xxxxxx, Lessee shall cause the same to be canceled and discharged of record at Lessee's sole cost and expense, by bond or otherwise, within thirty (30) days after notice from at least three (3) general contractorsLessor; provided, however, that MAPICS so long as Lessee has not been in breach or default of its obligation under this Lease, Lessee shall have the right to select one (1) of the contractors to be included right, in the bidding process. GECC shall make the final selection a contractor to construct the Improvementsgood faith and through appropriate proceedings, based upon the bids obtained by GECC; provided, however, that (a) GECC shall not be obligated to accept the lowest bid, and (b) GECC's selection of the contractor shall be made in GECCat Xxxxxx's sole discretioncost and expense, to contest the amount or validity of any such claim so long as such contest does not submit the leased premises to sale in enforcement of such lien or claim and provided the Lessee provides to Lessor such collateral, security, or other assurances as Lessor reasonably shall request in connection therewith. GECC shall provide MAPICS with an allowance (the "First Floor Improvement Allowance") of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and no/100 Dollars ($283,781.00), equivalent to Seventeen and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor of the Subleased Premises; the First Floor Improvement Allowance shall be used by GECC to pay the cost of construction of the Improvements, which cost shall include, without limitation, permits, fees, additional utility services or meters. Anything in this paragraph to the contrary notwithstandingLessee shall, prior to the commencement of construction of any improvements on the Improvementsleased premises, MAPICS shall pay require any contractor who provides such work to GECC, as additional rent, (i) provide a payment and performance bond in the amount, if any, by which the estimated cost of construction full amount of the Improvements exceeds contract, or other assurances acceptable to the First Floor Improvement AllowanceLessor. Furthermore, and any such payment or performance bond shall list the Lessor (iiCounty of Xxxxxx) as a fee for GECC's management beneficiary of construction of the Improvements, which fee shall be in an amount equal to five percent (5%) of the total cost of construction of the Improvements, which total cost shall include the management fee. The Improvements shall constitute fixtures and remain in the Subleased Premises as the property of GECC at the expiration or sooner termination of this Sublease. The Improvements shall be completed in accordance with the timetable set forth in paragraph C hereinbelowsaid bonds.

Construction of Improvements. GECC shall cause Within thirty (30) days after the Improvements to be ---------------------------- constructed in accordance with the Plans. GECC shall obtain competitive bids from at least three (3) general contractors; provided, however, that MAPICS shall have the right to select one (1) execution of the contractors to be included in Lease, the bidding process. GECC Lessor shall make complete preparation of the final selection a contractor to construct Working Drawings for the Improvements, based upon . After the bids obtained by GECC; provided, however, that (a) GECC shall not be obligated to accept the lowest bid, and (b) GECC's selection acquisition of the contractor shall be made Land (as provided in GECC's sole discretion. GECC shall provide MAPICS with an allowance (the "First Floor Improvement Allowance"Paragraph 31 below) of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and no/100 Dollars ($283,781.00), equivalent to Seventeen and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor issuance of the Subleased Premises; the First Floor Improvement Allowance building permit, Lessor shall be used by GECC to pay the cost of commence construction of the Improvements, including an industrial building, containing approximately 130,000 square feet of rentable floor area (including approximately 20,000 square feet of corporate office area and 5,000 square feet of warehouse office area), parking lot and landscaping all of which cost shall include, without limitation, permits, fees, additional utility services or meters. Anything in this paragraph conform to the contrary notwithstandingbuilding site plan and office space plan entitled "Site Plan", dated June 3, 1996, prepared by Xxxxxx Architects ("Project Architect"), attached hereto and made a part hereof as Exhibit B, as well as the Supplemental Construction Specifications set forth on Exhibit B-1, which have heretofore been approved by Lessee (collectively, the "Preliminary Plan"), and shall otherwise be in accordance with all final plans and specifications therefor approved in writing by Lessor and Lessee prior to the commencement of construction conforming to all applicable statutes, codes and regulations of the City (such final plans and specifications as approved are sometimes herein referred to as the "Approved Plans and Specifications"). Lessee shall have ten (10) business days to approve the final drawings as submitted to Lessee by Lessor. In the event Lessor and Lessee are unable to agree upon a set of Approved Plans and Specifications conforming to the requirements of this Lease and the requirements of the City, despite having negotiated in good faith, within forty-five (45) days after the date of this Lease, such dispute shall be submitted to the design architect and the determination by such architect as to the conformity of the proposed plans and specifications to the Preliminary Plan shall be conclusive. Notwithstanding the foregoing, either Lessor or Lessee shall have the right to propose or request additional changes in the scope of the Improvements, MAPICS the approval of which changes shall pay not be unreasonably withheld or delayed by the other party, provided, in the case of changes proposed by Lessor, the same do not materially alter or interfere with Lessee's use of the Leased Premises or significantly alter the appearance or quality of the materials or construction of the Improvements; or, in the case of changes proposed by Lessee, the timing of Lessee's proposal of the same does not materially alter Lessor's ability to GECCSubstantially Complete the Improvements by the time provided in this Paragraph 28 below (unless Lessee agrees to extend the dates for Substantial Completion) or materially increase the cost of the Improvements (unless Lessee shall agree to an appropriate increase in the amount of the Monthly Base Rent). Lessor's construction work in connection with the Improvements shall be commenced within fourteen (14) working days after issuance of a building permit and shall be diligently pursued in order to have the warehouse portion of the Leased Premises Substantially Completed on or before April 1, 1997, and the office portion of the Leased Premises substantially completed on or before May 1, 1997, provided that if construction is delayed because of Lessee's delay in approving the final plans and specifications for the Improvements or changes, deletions or additions in the Approved Plans and Specifications requested by Lessee, strikes, lockouts, casualties, acts of God, war, material or labor shortages, governmental regulation or control, adverse weather or seasonal related conditions that are an impediment to construction, delays initiated by the City or other causes beyond the reasonable control of Lessor (any or all such events are herein sometimes referred to as "Unavoidable Delays"), the date for Substantial Completion set forth below shall be extended for the amount of time of such Unavoidable Delays. Lessor shall advise Lessee within fifteen (15) days of the occurrence of an Unavoidable Delay and to supply Lessee with a revised construction schedule reflecting the additional renttime required to Substantially Complete the Leased premises, due to the Unavoidable Delay(s). As used in this Lease the term "Substantial Completion", "Substantially Completed" or words of similar import shall mean that (i) the amountLeased Premises are fully completed in accordance with the Approved Plans and Specifications and are free from any and all mechanics' lien claims arising out of all work in connection therewith (other than claims filed as a result of bona fide disputes between Northern Builders and its subcontractors or material suppliers which Northern Builders is diligently contesting as provided in the Construction Agreement) and free from any and all construction defects other than Punch List Items relating to Lessor's construction, if any, by none of which the estimated cost of construction shall interfere with Lessee's use and occupancy of the Improvements exceeds Leased Premises for the First Floor Improvement Allowanceconduct of its business, and (ii) a fee for GECC's management of construction the City has granted to Lessor an occupancy certificate permitting Lessee to take occupancy of the ImprovementsLeased Premises notwithstanding such Punch List Items and the date such governmental consents and approvals which are the responsibility of Lessor have been obtained so that Lessee can take possession. Except in the event of an Unavoidable Delay, which fee if Substantial Completion of the warehouse occurs after May 1, 1997, or if Substantial Completion of the office space occurs after June 1, 1997, Lessor agrees to pay to Lessee a $2,000.00 penalty for each day beyond such respective dates Substantial Completion is delayed. Lessor shall notify Lessee thirty (30) days prior to the date it anticipates the Improvements will be Substantially Completed. In the event that there is a dispute as to whether or not the Improvements are Substantially Completed, the dispute shall be in an amount equal to five percent (5%) resolved by the Project Architect who prepared the Approved Plans and Specifications. Taking of possession of the total cost Leased Premises by Lessee and delivery of construction a certificate of the Improvements, which total cost shall include the management fee. The Improvements shall constitute fixtures and remain in the Subleased Premises as the property of GECC at the expiration or sooner termination of this Sublease. The Improvements occupancy shall be completed deemed conclusively to establish that the Improvements have been Substantially Completed in accordance with the timetable set forth Approved Plans and Specifications, except for any agreed Punch List Items and latent defects or other defects covered by the Construction Completion and Warranty Agreement executed by Northern Builders. Notwithstanding the foregoing, as promptly as practicable following the date Lessee takes possession, Lessor and Lessee shall enter into an appropriate amendment to this Lease to document the commencement date of the lease term. If Lessee takes possession on a day other than the first of a month, all obligations of Lessee under the Lease shall commence upon the taking of possession (subject to proration for the partial month) but the full twelve (12) year term shall commence on the first day of the following month. At all reasonable times during the construction of the Leased Premises, Lessee, its employees, agents or contractors shall have the right to enter onto and inspect the Leased Premises for the purposes of determining whether Lessor is in compliance with the requirements of this Lease with respect to construction, but no such inspection or inspections shall relieve Lessor from its responsibilities hereunder or shall relieve Northern Builders or any of its subcontractors from their respective obligations or liabilities pursuant to their separate contracts. Lessor shall not be responsible or liable to Lessee for any claims, losses, costs, damages or expenses incurred by Lessee, its employees, agents or contractors as a result of such inspections, all of which shall be undertaken by Lessee at Lessee's sole risk and expense. Lessor shall be responsible for construction of the entrances and bathrooms within the Leased Premises in compliance with the Americans with Disabilities Act ("ADA") and Lessee shall be responsible for ADA improvements required with respect to Lessee's specific interior construction (performed in compliance with paragraph C hereinbelow9 of this Lease).

Construction of Improvements. GECC shall cause The construction of the ---------------------------- Improvements will be commenced by Borrower on or before the Construction Start Date, will be prosecuted by Borrower with diligence and continuity to completion and will be ---------------------------- constructed completed by Borrower in a good and workmanlike manner in substantial accordance with the PlansPlans and other provisions of this Agreement, on or before the Completion Date (other than for completion of tenant improvements which shall be completed within the time period provided under each applicable Lease) and free and clear from all liens, or claims for liens, other than the lien and security interest created by the Loan Documents (or any of them). GECC It is expressly understood and agreed that, except for tenant improvements for particular tenants' spaces which are each less than 20,000 rentable square feet, (i) construction of the Improvements shall obtain competitive bids from not be commenced unless and until Borrower has furnished the Plans to Lender and afforded Lender the opportunity to accept them (which acceptance shall be evidenced, if at least three all, by the initials of any authorized representative of Lender thereon), (3ii) general contractorswhen the Plans have been furnished to Lender, no changes of a material nature will be made to them by, or be permitted to be made to them by, Borrower, Architect or any other person or entity without the prior written approval therefor of all requisite Governmental Authorities, prior compliance with all requisite Legal Requirements and prior acceptance by the Lender in its reasonable discretion; provided, however, that MAPICS shall have the right to select one (1) of the contractors to be included in the bidding process. GECC shall make the final selection a contractor to construct the Improvements, based upon the bids obtained by GECC; provided, however, that (a) GECC Lender's prior consent shall not be obligated to required for Permitted Changes; and (iii) in instances where Lender does accept the lowest bidPlans (or any change therein), and (b) GECC's selection of the contractor such acceptance shall be made deemed to be strictly limited to an acknowledgment of Lender's consent to the Improvements being constructed in GECC's sole discretionaccordance therewith and shall not, in any way, be deemed to imply any warranty, representation or approval by Lender that such Improvements, if so constructed, will be structurally sound, will comply with all Legal Requirements, will be fit for any particular purpose or will have a market value of any particular magnitude. GECC shall provide MAPICS with an allowance (the "First Floor Improvement Allowance") The construction of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and no/100 Dollars ($283,781.00), equivalent all tenant improvements to Seventeen and no/100 Dollars ($17.00) per square foot of rentable area on the First Floor of the Subleased Premises; the First Floor Improvement Allowance be constructed pursuant to signed Leases shall be used commenced by GECC Borrower as required under such tenant leases, will be prosecuted by Borrower with diligence and continuity to pay the cost of construction of the Improvements, which cost shall include, without limitation, permits, fees, additional utility services or meters. Anything in this paragraph to the contrary notwithstanding, prior to the commencement of construction of the Improvements, MAPICS shall pay to GECC, as additional rent, (i) the amount, if any, by which the estimated cost of construction of the Improvements exceeds the First Floor Improvement Allowance, completion and (ii) a fee for GECC's management of construction of the Improvements, which fee shall be in an amount equal to five percent (5%) of the total cost of construction of the Improvements, which total cost shall include the management fee. The Improvements shall constitute fixtures and remain in the Subleased Premises as the property of GECC at the expiration or sooner termination of this Sublease. The Improvements shall will be completed by Borrower in a good and workmanlike manner in substantial accordance with the timetable set forth Plans and other provisions of the tenant lease, on or before the completion date provided for in paragraph C hereinbelowthe lease and free and clear from all liens, or claims for liens, other than the lien and security interest created by the Loan Documents (or any of them). Lender agrees that its consent to Plans and specifications and to changes therein shall not be unreasonably withheld, conditioned or delayed and be deemed given if not expressly withheld by Lender in writing within ten (10) business days after request for such consent and submission of the Plans and specifications or revised Plans and specifications and other requested materials relating to such Plans and specifications.