Lease Agreement

Exhibit 10.54


COMMERCIAL LEASE AGREEMENT

WITH OPTION TO RENEW

AND RIGHT OF FIRST REFUSAL


THIS COMMERCIAL LEASE AGREEMENT WITH OPTION TO RENEW AND RIGHT OF FIRST REFUSAL (this "Lease") is entered into on the 28th day of June, 2000, and is effective July 1, 2000, by and between Brewer Investments II, LC , a limited liability company organized under and by virtue of the laws of the State of Arkansas, (hereinafter referred to as "Lessor"), and Edgewater Technology, Inc., a Delaware corporation, (hereinafter referred to as "Lessee"), wherein the following mutual covenants and understandings are made and entered into upon the following terms and conditions:


W-I-T-N-E-S-S-E-T-H

SECTION ONE

SUBJECT OF LEASE


Lessor hereby lets and leases unto Lessee, and Lessee accepts from Lessor, subject to the terms and conditions contained herein, the property and improvements located at 302 East Millsap, along with the adjacent parking lot, Fayetteville, Washington County, Arkansas (hereinafter referred to as the "Premises").


SECTION TWO

TERM

The Premises are hereby leased to Lessee for an initial period of 9 years, commencing at 12:01 a.m. on the 1st day of July, 2000, and ending at 12:01 a.m. on the 30 day of, June 2000, (hereinafter referred to as the "Lease Term").


SECTION THREE

RENTAL AMOUNT

The monthly rental payment for the Lease Term shall be payable as set forth below in advance on the 1st day of each month, with the first payment being due on or before the date of the signing of this Lease, with the first month's rent being prorated as of the date the Lease is signed. The Lessee agrees to pay to Lessor as monthly rental the following amounts for the following portions of the Lease Term:

1. Years 1 ? 4 : July 1, 2000 through June 30, 2005 the sum of $18,580.00 per month ($13.58/sq. ft.); and


2. Years 5 ? 9 : July 1, 2005 through June 30, 2009 the sum of $20,500.00 per month ($15.00/sq. ft.).


SECTION FOUR

LIENS

Lessee shall not encumber the Premises or any buildings thereon and shall keep the Premises free and clear of any and all mechanic's, laborer's, materialmen's, and other liens arising out of or in connection with any work or labor done, services performed, or materials or appliances used or furnished for or in connection with any operations of Lessee, any alteration, improvement, or repairs or additions which Lessee may make or permit or cause to be made, or any work or construction, by, for, or permitted by Lessee on or about the Premises, or any obligations of any kind incurred by Lessee, and at all times promptly and fully to pay and discharge any and all claims on which any such lien may or could be based, and to indemnify Lessor and all of the Premises against all such liens and claims of liens and suits or other proceedings pertaining thereto.


SECTION FIVE

ASSIGNMENT AND SUBLEASE

Lessee shall not assign any rights, duties or privileges under this Lease, nor allow any other person to occupy or use the Premises (other than invitees of Lessee who are present at the same time the Lessee are present) without the prior written consent of Lessor, which consent shall not be unreasonably withheld. A consent to one assignment, sublease, occupation or use by any other person or entity shall not be a consent to any subsequent assignment, sublease, occupation or use by any other person or entity, nor will such consent release the Lessee from any of Lessee's obligations hereunder. Any assignment or subletting without the prior written consent of Lessor shall be void, and shall, at the option of the Lessor, terminate this Lease. Further, Lessor shall have any and all remedies for such breach as specified in Section Seventeen, Breach or Default. The terms of this Section shall also apply to unpermitted assignments as specified in Section 29 Lessee Further Assignment Restriction.

SECTION SIX

WARRANTIES OF TITLE AND QUIET POSSESSION


Lessor covenants that it has the right to make this Lease, and that Lessee shall have the quiet and peaceable possession of the Premises during the Lease Term.

SECTION SEVEN WASTE AND NUISANCE PROHIBITED

During the Lease Term and any renewals or extensions, Lessee shall comply with all laws applicable to Lessee's operation of business on the Premises, the breach of which might result in any penalty on Lessor or forfeiture of Lessor's title to the Premises. Lessee shall not commit, or suffer to be committed, any waste on the Premises or any nuisance.

SECTION EIGHT LESSOR'S RIGHTS OF ENTRY

Lessee shall permit Lessor or Lessor's agents to enter into and upon the Premises at all reasonable times during normal business hours, upon prior reasonable notice, for the purpose of inspecting the same; provided, however, that Lessor shall not interfere with the privacy rights or treatment of any of Lessee's patrons while in the Premises, or otherwise disrupt Lessee's business operations.


SECTION NINE

UTILITIES AND COSTS

Lessee shall fully and promptly pay all water, electricity, gas, telephone service, and other public utilities furnished to the Premises throughout the Lease Term, including any renewals or extensions, hereof. In addition, Lessee shall pay for any and all costs and expenses of every kind associated with the operation of Lessee's business on the Premises.

SECTION TEN TRADE FIXTURES

All trade fixtures installed by Lessee or acquired by Lessee independently of this Lease shall remain the Lessee's property and may be removed by Lessee at the expiration or termination of this Lease; provided, however, that Lessee shall restore the Premises and repair any damage thereto caused by such removal.


SECTION ELEVEN

LESSEE'S MAINTENANCE AND REPAIR OF PREMISES


Lessee has inspected the Premises, and acknowledges by signing hereinafter that the Premises are now in a tenantable condition. Lessee, at Lessee's expense, shall keep the Premises in good order, condition and repair, ordinary wear and tear excepted, and shall promptly make all repairs and replacements of every kind and nature, to the Premises, including, without limitation, repairs to the building walls or roof and normal maintenance on the heating and air conditioning and plumbing. In the event that Lessee fails to promptly and properly make all repairs and replacements to the Premises, of every kind and nature, as required herein Lessor may do so, at Lessor's sole option, in which event the cost of said repairs and replacements paid by Lessor shall become immediately due and payable by Lessee to Lessor, with such amounts bearing interest at the maximum lawful rate.

Lessee shall take good care in the use of the Premises and Lessee shall not alter, repair, modify, or construct additions or improvements or change the Premises without the prior written consent of Lessor; provided, however, that Lessor's written consent will not be unreasonably withheld. Lessee, at Lessee's expense, may make any additions, modifications, and repairs which are needed to comply with any licensing requirements, health and safety regulations, or other requirements or regulations associated with Lessee's use and occupancy of the Premises. Any alterations, improvements and changes the Lessee may desire or need shall be done at the expense of Lessee and shall become the property of Lessor and remain on the Premises.

Lessee shall, at the termination of this Lease, surrender the Premises to Lessor in as good condition and repair as reasonable and proper use thereof will permit, ordinary wear and tear, damage or destruction by fire, flood, storm, civil commotion, or other unavoidable cause or Acts of God excepted. Lessor shall not be responsible for any additions, replacements or repairs except those which Lessor may specifically assume in writing.

SECTION TWELVE

SIGNS


No sign, picture, advertisement, or notice, except existing signs and those displayed on the glass of the doors or windows, shall be displayed on any part of the outside of said building or on or about the Premises hereby demised without the prior written consent of the Lessor, (which consent shall not be unreasonably withheld) or without compliance, with all applicable laws, ordinances and regulations of the appropriate governmental authority. The Lessor may only remove the same without notice to the Lessee and at Lessee's expense if Lessor did not provide its prior written consent to sign, picture, advertisement or notice in question, or if Lessee failed to comply with all applicable laws, ordinances and regulations of the appropriate governmental authority. Upon termination of this Lease, Lessee will remove any sign, advertisement or notice painted on or affixed to the Premises, and return the place it occupied to the condition which existed as of the date this Lease takes effect.


SECTION THIRTEEN

TAXES

Lessee shall pay all ad valorem real property taxes and assessments due to improvement districts or governmental bodies which may be levied, assessed or charged against the Premises. Should Lessee fail to timely pay all taxes and assessments due hereunder, Lessor may do so at Lessor's sole option, in which event the amount of said taxes or assessments, along with all interest, penalties and related costs (including attorney's fees) paid by Lessor shall become immediately due and payable by Lessee to Lessor, bearing interest at the maximum lawful rate. Lessee shall also be responsible for assessing and paying the personal property taxes on any personal property of Lessee located on or about the Premises and for all license, privilege and occupation taxes levied, assessed or charged against the Lessee on account of the operation of the business on the Premises. Lessee shall provide written evidence of payment of said taxes to Lessor as soon as practicable following payment, but in no event later than thirty (30) days from said payment.

SECTION FOURTEEN INSURANCE

Lessee shall, at Lessee's expense, at all times during the Lease Term and any renewals or extensions hereof, maintain in force a policy or policies of insurance, written by one or more responsible insurance carriers acceptable to Lessor, which will insure Lessor and Lessee against liability for injury to or death of persons or loss or damage to property occurring in or about the Premises. The limits of liability coverage under such insurance shall not be less than $2,000,000.00 per person, $4,000,000.00 per occurrence, and $4,000,000.00 coverage for property damage, with Lessor named insured in such policies.


In addition, Lessee shall, at Lessee's expense, at all times during the Lease Term and any renewals or extensions hereof, keep insured all buildings and improvements on the Premises against all losses or damage by fire and other casualty, in such amounts (no less than replacement value) and under such form of policies as shall be acceptable to, or requested by, the Lessor, with Lessor and Lessee named as insured parties, and with standard Mortgagee coverage in favor of all persons who may hold mortgages on the Premises. A certificate of such insurance shall be delivered to Lessor within twenty (20) business days following execution of this Lease. Lessee shall not do or permit to be done anything, which will make uninsurable the Premises or any part thereof.


Lessee, during the Lease Term and any renewals or extensions hereof, shall be responsible for insuring the contents of the Premises, including, without limitation, all of Lessee's personal property located on the Premises.


Lessee shall provide Lessor with written proof of all of the above described insurance coverage at all times, and inform Lessor of any lapse, deficiency or cancellation, or any notices thereof immediately. Should Lessee fail to keep in effect and pay such insurance as it is, in this Section, required to be maintained, Lessor may do so, at Lessor's sole option, in which event the insurance premiums paid by Lessor shall become immediately due and payable by Lessee to Lessor, with such amounts bearing interest at the maximum lawful rate.


SECTION FIFTEEN

INDEMNIFICATION OF LESSOR


Notwithstanding the existence of any insurance provided for in this Lease, Lessee shall indemnify and hold Lessor harmless from and against any and all claims, damages, causes of action, expenses, costs, and liabilities of any nature which are asserted against Lessor arising out of any breach of this Lease by Lessee, Lessee's agents, employees, customers, visitors or licensees, as a result of Lessee's use or occupancy of the Premises, or as a result of the negligence or willful misconduct of Lessee, Lessee's agents, employees, customers, visitors or licensees; provided, however, that Lessee sha ...