GLOBAL PREFERRED HOLDINGS INC
FIRST AMENDMENT TO THE LEASE AGREEMENT
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<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>g85911exv10w1.txt
<DESCRIPTION>FIRST AMENDMENT TO THE LEASE AGREEMENT
<TEXT>
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                                                                    EXHIBIT 10.1

                            FIRST AMENDMENT TO LEASE


         THIS FIRST AMENDMENT TO LEASE (this "AMENDMENT") is made as of the 14th
day of July, 2003, by and between METROPOLITAN LIFE INSURANCE COMPANY, a New
York corporation, on behalf of a commingled separate account ("LANDLORD"), and
GLOBAL PREFERRED HOLDINGS, INC., a Delaware corporation ("TENANT").

                                   WITNESSETH:

         WHEREAS, Landlord and Tenant entered into that certain lease dated
September 4, 2002 (the "Lease") for certain premises in the building located at
6455 East Johns Crossing, Duluth, Georgia 30097 (the "Building"), consisting of
approximately 6,162 rentable square feet of space (the "Premises");

         WHEREAS, Tenant desires and Landlord agrees to extend the Initial Term
of the Lease; and

         WHEREAS, Landlord and Tenant desire to evidence the term of such
extension and to amend certain other terms and conditions of the Lease and
evidence their agreements and other matters by means of this Amendment;

         NOW, THEREFORE, in consideration of the covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Landlord and Tenant hereby amend the Lease as follows:

         1.       DEFINITIONS. Unless the context otherwise requires, any
capitalized term used herein shall have its respective meaning as set forth in
the Lease.

         2.       INTEGRATION OF AMENDMENT AND LEASE. This Amendment and the
Lease shall be deemed to be, for all purposes, one instrument. In the event of
any conflict between the terms and provisions of this Amendment and the terms
and provisions of the Lease, the terms and provisions of this Amendment shall,
in all instances, control and prevail.

         3.       EXTENSION OF INITIAL TERM. The Initial Term of the Lease (as
defined in Article 1 thereof) is hereby extended for a period of twelve (12)
months (the "Extension Period") commencing October 14, 2003 (the "Extension
Commencement Date"), and ending October 13, 2004, unless sooner terminated or
extended in accordance with the terms of the Lease as amended hereby.

         4.       CERTAIN DEFINED TERMS. For purposes of the Lease as amended by
this Amendment: (i) the Initial Term of the Lease (as defined in Article 1 and
as described in Section 2.2(a) of the Lease) shall mean that period commencing
on October 14, 2002 and continuing through October 13, 2004 and (ii) the
Extended Term of the Lease (as defined in Article 1 and as




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described in Section 2.2(a) of the Lease) shall mean the thirty-nine (39) months
following the Initial Term (as such Initial Term is amended herein) and shall
expire on January 13, 2008.

         5.       FIXED RENT. Effective as of the Extension Commencement Date,
Fixed Rent for the Premises shall be $10,181.43 per month, $122,177.16 per annum
for the Extension Period. Fixed Rent shall be payable in accordance with the
provisions of Section 2 of the Lease. In Article I of the Lease those certain
sections defined as "Fixed Rent" and "Monthly Fixed Rent" shall be deleted in
their entirety and replaced with the following:

FIXED RENT:                Initial Term:

                           Months 1 - 12 -  $118,618.56 per annum
                           Months 13 - 24 -  $122,177.16 per annum

                           Extended Term:

                           Months 25 - 36 - $125,842.44 per annum*
                           Months 37 - 48 - $129,617.76 per annum
                           Months 49 - 60 - $133,506.24 per annum
                           Months 61 - 63 - $137,511.48 per annum

MONTHLY
FIXED RENT:                Initial Term:

                           Months 1 - 12 -  $9,884.88 per month
                           Months 13 - 24 -  $10,181.43 per month

                           Extended Term:

                           Months 25 - 36 - $10,486.87 per month*
                           Months 37 - 48 - $10,801.48 per month
                           Months 49 - 60 - $11,125.52 per month
                           Months 61 - 63 - $11,459.29 per month

                           *Fixed Rent for the first three (3) months of the
                           Extended Term shall be abated.

         6.       CONDITION OF PREMISES; LANDLORD'S ADDITIONAL WORK. Tenant is
in possession of the Premises and accepts the same "as is". No agreement of
Landlord to alter, remodel, decorate, clean or improve the Premises or the
Building (or to provide Tenant with any credit or allowance for the same), and
no representation regarding the condition of the Premises or the Building, have
been made by or on behalf of Landlord or relied upon by Tenant, except as
otherwise expressly provided with respect to Landlord's Additional Work as
described in Section 5.1(d) of the Lease. The parties agree that the reference
to "December 1, 2003" in the last


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sentence of Section 5.1(d) of the Lease shall be revised to read: "the
forty-fifth (45th) calendar day of the Extended Term."

         7.       BROKERS. Landlord and Tenant each warrant to the other that it
has had no dealings with any broker, agent or any other person in connection
with the negotiation or execution of this Amendment other than Technology
Park/Atlanta, Inc. and The Miller Group, LLC. Landlord and Tenant each agree to
indemnify and hold harmless the other party from and against any and all cost,
expense, or liability for commissions or other compensation and charges claimed
by any broker or agent (other than the broker(s) identified in the foregoing
sentence) with respect to this Amendment on account of the indemnifying party's
acts.

         8.       TENANT REPRESENTATIONS. Tenant represents and warrants to
Landlord that (a) Tenant is not in default under any of the terms and provisions
of the Lease, (b) to Tenant's actual knowledge, Landlord is not in default in
the performance of any of its obligations under the Lease, and (c) Tenant is
unaware of any condition or circumstance which, with the giving of notice or the
passage of time or both, would constitute a default by Landlord under the Lease.
Tenant further acknowledges that Tenant has no defense, offset, lien, claim or
counterclaim against Landlord under the Lease or against the obligations of
Tenant under the Lease (including, without limitation, any rentals or other
charges due or to become due under the Lease).

         9.       LEASE IN FULL FORCE AND EFFECT. Except as expressly provided
herein, all of the terms and provisions of the Lease shall remain in full force
and effect. Without limiting the generality or the effect of the foregoing,
Tenant acknowledges that Landlord's liability under the Lease, as amended
hereby, is limited as provided under Section 24.10 of the Lease. This Amendment
shall not be valid and binding on Landlord and Tenant unless and until it has
been completely executed by and delivered to both parties.


                                      -3-

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         This Amendment is executed by the undersigned as of the date first
above written.


LANDLORD                                     TENANT

METROPOLITAN LIFE INSURANCE                  GLOBAL PREFERRED HOLDINGS, INC.,
COMPANY (on behalf of a commingled           a Delaware corporation
separate account)

By:    SSR REALTY ADVISORS, INC.,
       its investment advisor
                                             By:      /s/  Edward F. McKernan
                                                      -----------------------
By:    /s/  John F. Loehr                    Name:    Edward F. McKernan
       --------------------------            Title:   President & CEO
Name:  John F. Loehr
       --------------------------
Title: Managing Director


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