exhibit10-84.htm


     

    
      

      

    

     

    EXHIBIT
10.84

    


    BUSINESS
LEASE

     

    


    Lease made this 2nd day of June 2008 between
Ft. Lauderdale
Business Plaza Associates ("LESSOR") with an address at 2005 W. Cypress
Creek Road Suite 202, Ft. Lauderdale, Fl 33309 and Imaging Diagnostic Systems ,Inc a
Fl. Corp. ("LESSEE") with an address at 5307 NW 35th Terrace Ft Lauderdale Fl.
33309 The Lessor for, and in consideration of the rent herein reserved to
be paid by Lessee, and for and in consideration of the covenants to be kept and
performed by Lessee, does hereby lease, let and demise unto the Lessee, the
following described property (the “Premises”), more particularly set forth on
Exhibit “A” attached
hereto:

    


    1.           Acceptance.  Lessee,
in consideration of the demise of the Premises by Lessor, and for the further
consideration herein, has rented, leased and hired, and does hereby rent, lease
and hire the Premises from Lessor on the terms and in the condition they are in
at the beginning of this Lease and agrees to maintain said Premises in the same
condition, order and repair as they are at the commencement of said term,
excepting only reasonable wear and tear arising from the use thereof under this
agreement, and to make good to said Lessor immediately upon demand, any damage
to water apparatus, or electric lights or any fixture, appliances or
appurtenances of said Premises, or of any person or person in the employ or
under the control of the Lessee.

    


    2.           Term.

    


    a.           The
primary term of this Lease shall be for    Sixty
One    ( 61  )
months, commencing on the 1st day of September, 2008, and
terminating on the 30th day of September, 2013.  Lessee
must notify Lessor in writing, certified mail, return receipt requested, postage
prepaid, no later than 180 days before expiration of this Lease, of its
intentions to exercise its option to renew this Lease.   If
Lessee fails to so notify Lessor, or to successfully negotiate a new Lease,
Lessor shall have the authority and right to rent the Premises, and the Lessee
shall vacate the Premises immediately on the last day of this
Lease.

    


    b.           Lessee
shall have the right, on no less than 180 days written notice received by Lessor
prior to the initial Lease term expiration, or renewal term if applicable, to
renew this Lease for one additional period of Three (3) years, upon the
same terms and conditions as said Lease except the Base Rent (as hereinafter
defined) shall be computed by taking the annual BASE RENT of the last year of
the previous term, and increasing it by the method outlined in Paragraph 3
below, for each year thereafter.  Said renewal option shall only apply
if the Lessee is not and has never been in default under any of the terms and
conditions of this Lease.

    


    3.           Rent.  Lessee
shall pay to Lessor, annual base rent (the “Base Rent”) of $78,960.00 in equal
monthly installments of $6,580.00 plus Florida
sales tax in advance, on the first day of each month commencing on the date
Lessor delivers possession of the Premises to Lessee [and completes Lessor’s
work as set forth on Exhibit
“B” attached hereto.]  The Base Rent provided for this section
shall be subject to an annual increase every twelve (12) months beginning with
the first (1st) day of
August, 2009 and each year
thereafter, by 3.5% over the prior
Lease year, as set forth on Exhibit “C” attached hereto
and made a part hereof.  Lessee shall pay all Rent, without demand,
deduction or set off, to Lessor at the place specified for notice in Section 36
below.  Lessee also shall pay a late charge ("Late Charge") equal to
five percent (5%) of the amount of any delinquent installment of Rent as an
administrative fee with each payment of Rent not paid within ten (10) days after
same is due hereunder.  The provisions herein for a Late Charge shall
not be construed to extend the date for payment of any sums required to be paid
by Lessee hereunder or to relieve Lessee of its obligations to pay all such
items at the time or times herein stipulated.

    


    4.           Additional
Rent.  The Lessee agrees to pay to the Lessor, as additional
rent, the Lessee's pro rata share, as  defined in Section 7 (b), of
the real estate taxes levied against the land and the building of which the
Premises are a part for each calendar year of the term of this Lease and any
renewal thereof.  The Lessee's pro rata share of the real estate tax
shall amount to the proportion of the entire tax hereinabove described which the
gross rented area of the Premises bears to the gross area of all rentable space
in the building of which the Premises are a part (the
“Building”).  The Lessee’s pro rata share as of the date hereof is
20%.  The
term "Rent" as used in this Lease, shall include the Base Rent, and all other
items, costs and expenses identified herein as "Additional Rent", together with
all other amounts payable by Lessee to Lessor under this Lease. “Lessee’s
pro-rata share of the real estate taxes is included in Lessee’s pro-rata share
of the common area maintenance expenses defined in Article 7b.”

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    


    5.           Use and
Occupancy.   Lessee shall use and occupy the Premises for
Office/Medical
equipment manufacture, assembly and
distribution (to the extent permitted under applicable law) and for any
other purpose permitted under applicable law, but for no other purpose and shall
promptly execute and comply with all statutes, ordinances, rules, orders,
regulations and requirements of the federal, state and city government and of
any and all their  departments and bureaus applicable to the
Premises.

    


    6.           Assignment and
Subletting.   Lessee shall not assign, sell, mortgage,
pledge, or in any manner transfer this Lease, or any interest therein, or sublet
the Premises, or any part or part thereof, without the prior written consent of
the Lessor, which consent may be unreasonably withheld, delayed, or refused, at
Lessor’s sole option.   Any attempt at assignment, sale,
mortgage, pledge, transfer or sublease without the aforesaid consent shall be
deemed null and void.  If Lessee is a corporation, the transfer of
more than fifty percent (50%) of the stock or assets of the corporation shall be
deemed to be an attempted transfer or assignment of this Lease.  If
Lessee is a partnership, a transfer of an interest in the partnership in excess
of fifty percent (50%) thereof, shall be deemed to be an attempted transfer of
assignment of this Lease.  If Lessor shall consent to any assignment
or subletting, the assignee/sublessee shall assume all obligations of Lessee
hereunder and neither Lessee nor any assignee/sublessee shall be relieved of any
liability hereunder in the performance of any of the terms, covenants and
conditions hereof.  In the event Lessee shall request the consent of
Lessor to any assignment or subletting of this Lease, Lessee shall pay, as
Additional Rent, all of Lessor's administrative costs, overhead, reasonable
attorneys' fees and processing costs incurred by Lessor in connection therewith
regardless of whether or not Lessor consents to any such assignment or
subletting.

    


    7.           Additional
Payments.

    


    a.           Lessee
shall pay for all occupational licenses and other licenses necessary in the
operation of its business, all sales and use taxes resulting from the business
conducted on the Premises, and all personal property taxes assessed against the
personalty situate thereon.  Lessee shall not be liable for any
transfer, change in ownership, or inheritance, taxes, charges, or levies
applicable to Lessor.

    


    b.           Lessee
shall pay a share, in the proportion that its Premises bear to the total leased
area within the Building, all common area maintenance expenses including, but
not limited to, water, sewer, electric, garbage and trash pick up, janitorial
service, management costs related to the Building (management fees shall be
limited to 3%
of the annual Base Rent), real estate taxes assessed against the Building and
the land thereunder and surrounding the Building, and Building insurance. [Any
capital improvements made to the subject Premises shall not be included in the
common area expenses.]  Lessee’s proportionate share as of the date
hereof, which shall be paid each and every month of this Lease, is twenty percent (20%).  Lessor
agrees to provide an accounting yearly for common area maintenance expenses and
any other adjustments thereof shall be made within thirty (30) days of delivery
of said accounting.

    


    8.           Insurance.   At
Lessee’s expense, Lessee will provide on or before commencement of this Lease,
liability insurance for bodily injury and property damage to protect both Lessor
and Lessee against damage, costs and attorney’s fees arising out of accidents of
any kind occurring on or about the Premises.  Said insurance will have
liability limits of not less than five hundred thousand dollars ($500,000) for
the injury or death of one person, five hundred thousand dollars ($500,000) for
the injury or death of more than one person, and five hundred thousand dollars
($500,000) for property damage, or else a combined single limit liability
coverage in the amount of not less than one million dollars
($1,000,000).  The above coverages must be maintained in force at all
times.  All of the liability insurance shall be issued in the name of
Lessor and Lessee In the event of payment of any loss covered by such policy,
Lessor shall be paid first by the insurance company for its
loss.  Lessor shall receive certificates of all Lessee’s insurance
policies, which shall identify the Premises, and the name of the
Lessor.  Lessee shall also provide Lessor evidence that premiums have
been paid.  Such insurance shall contain endorsements providing that
insurance shall not be subject to cancellation or termination except upon ten
(10) days prior written notice to Lessor by the insurance company.  It
is expressly agreed that Lessee will save, indemnify and hold harmless Lessor
from any and all damages, losses, expenses (including without limitation,
attorneys’ fees, whether or not suit is brought) that may arise as a result of
the occupancy of the Premises by Lessee. Lessor and Lessee agree to waive any
and all subrogation rights, which they may have against the other.

    


    Lessee will not use the Premises for
any purpose which may increase the base rate of fire, extended coverage and
liability insurance.  In the event the standard base rates cannot be
obtained by reason of the Lessee’s use of the Premises, then and in that event
the Lessee shall forthwith upon notice, either desist from said unacceptable use
and/or pay such additional insurance premiums.

    


    
      
        
           


        

        
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    9.           Lessee Improvements.
[Except for interior, non-structural work,] neither Lessee nor its agents,
contractors or employees shall perform any construction work, including but not
limited to, additions, alterations or any initial partition or installation work
in the Premises, without the prior written approval of Lessor, which approval
shall not be unreasonably withheld or delayed.  If such approval is
given by Lessor, Lessee or Lessee’s contractors shall obtain workmen’s
compensation, public liability insurance and property damage insurance, all in
amounts and with companies and on forms satisfactory to
Lessor.  Before proceeding with the improvements, certificates of
insurance and all necessary government permits shall be furnished to
Lessor.

    


    Lessor, unless grossly negligent, shall
not be liable for any injury, loss or damage which may occur to any of Lessee’s
improvements, including but not limited to decorations or installations, made
prior to or subsequent to, the commencement of the term of this
Lease.

    


    All additions, alterations, or other
improvements made by Lessee (except only store and office furniture, trade
fixtures and fixtures which shall be readily moveable without injury to the
Premises), shall be and remain a part of the Premises at the expiration of this
Lease except that, at the option of Lessor, Lessor may require that all such
additions, alterations, partitions, and all the like be removed by Lessee at
Lessee’s sole cost and expense, at the expiration of the Lease and that the
Premises be returned to Lessor in the original condition, normal wear and tear
excepted.

    


    10.           Damage and
Loss.  In the event the Premises are destroyed by fire or other
casualty, whereby Lessee can no longer reasonably transact its business in its
usual fashion, Lessor shall have the option to render the Premises tenantable by
repair within one hundred twenty (120) days therefrom and shall commence the
repair process within thirty (30) days from the date of casualty.  If
either of the time frames are not adhered to by the Lessor , the Lessee may
cancel this Lease by notice in writing to Lessor within ten (10) days of
expiration of the time frame which was not adhered to by Lessor, whereupon rent
shall be paid only to the date of such cancellation.  Under no
circumstances shall Lessor be responsible to Lessee for any damage occasioned by
the inability of Lessee to use the Premises during any period that the same
shall be destroyed or damaged or injured by fire or other
casualty.  The rent payable by Lessee shall abate in proportion to the
degree the Premises are untenantable during the period of repair due to fire or
other casualty.

    


    Lessor, unless grossly negligent, or in
default under the terms of this Lease will not be liable or responsible for any
damage or loss, either to person or property, sustained by Lessee or other
persons due to the Building or any part thereof becoming defective or out of
repair, due to any accident in or about the Premises, or due to the act or
neglect of any Lessee or occupant of the building.  This provision
shall apply particularly, but not exclusively, to damage or loss to Lessee’s
merchandise, equipment, inventory, fixtures or by water, roof leakage, air
conditioning failure, odors, bursting or leaking of pipes or plumbing, wind,
rain, hurricane, acts of God or other casualties, or caused by any defect,
latent or otherwise, in any structure, equipment, pipes, wires or otherwise,
comprising all or part of the Premises or the Building, and shall apply equally
whether such damage is caused by the act or neglect of other tenants, occupants
of the above mentioned, or by any other thing or circumstance whether of a like
or wholly different nature.  If such damage is caused by the act or
neglect of Lessee, Lessor may, at its option, repair such damage whether caused
to the Building or tenants thereof, and Lessee agrees to reimburse Lessor for
the cost of such repair.  All personal property upon the Premises
shall be at the risk of Lessee, and Lessor shall not be liable for any damage
thereto or theft thereof.  Lessee shall not be liable for damages or
repairs resulting from the stoppage or interruption of water, light, heat, air
conditioning, janitor or elevator service, caused by riot, strike, accident or
any cause over which Lessor has no control, nor shall Lessor be liable for any
act or neglect of janitors or other employees not authorized by Lessor, nor
shall any such failure, delay or default of janitors or employees by construed
or considered as an actual or constructive eviction of Lessee, nor shall it in
any way operate to release Lessee from performance of covenants herein agreed to
be performed by Lessee.

    


    11.           Indemnification.   Both
parties shall indemnify and save harmless the other from and against any and all
claims, demands, suits, actions, damages, liability and expense, including
attorney’s fees, for in connection with any accident, injury or damage
whatsoever caused to any person or property arising, directly or indirectly, or
occurring in, on or about the Premises or any part thereof, on the sidewalks
adjoining the same and any common areas and facilities within or appurtenant to
the Premises arising directly or indirectly from any act or omission of the
negligent party, its agents, contractors, employees, servants, invitees or
licensees.  Lessee or Lessor, as the case may be, shall, within thirty
(30) days thereof, give notice in writing to the other of any fall or other
accident occurring in or around the Premises or in the Building, or of any
defect therein or in any fixtures or equipment thereon.  The
comprehensive general liability insurance coverage maintained by Lessee pursuant
to this Lease shall specifically insure the contractual obligations of Lessee as
said forth in this paragraph.

    


    
      
        
           


        

        
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    12.           Maintenance.  Lessee
shall commit no act of waste and shall take good care of the Premises and the
fixtures and appurtenances therein, and shall, in the use and occupancy of the
Premises, conform to all laws, orders and regulations of all government agencies
and departments having jurisdiction.  Lessee shall maintain all of the
interior electrical fixtures, air conditioning, plumbing, plumbing fixtures,
exhaust fans, concrete floors, carpeting, tile, entry and overhead garage doors,
locks, interior paint and sewer stoppages.  All of the aforesaid items
shall apply regardless of ownership.  Lessee shall be solely
responsible for the payment of repairs to maintain all of the above items and
shall replace any items beyond repair to the reasonable satisfaction of the
Lessor, and Lessee will have ten (10) days from date of notice to make such
repairs.  Air conditioner service, at Lessee’s sole cost and expense,
is to be provided by yearly contract with an air conditioning service firm
reasonably acceptable to Lessor.  Lessee shall maintain and replace as
needed all plate glass.  Lessor shall only be required to maintain the
structural components of the Premises and Building and the Common Areas of the
Building (i.e. roof, roof membrane, walls, columns, etc.) unless otherwise
damaged by the Lessee.  Except as set forth in the preceding sentence,
Lessor shall have no maintenance obligation with respect to the Premises. Lessee
shall not be responsible for maintaining the Common Areas of the Building and
unless Lessee’s negligence, results in any damage to or destruction of the
Common Areas, Lessee shall not be liable for same.

    


    13.           Subordination
Agreement.  This Lease shall be subject and subordinate to all
underlying mortgages which may now or hereafter affect the real property of
which the Premises form a part, and also to all renewals, modifications,
consolidations and replacements of said mortgages.  Although no
instrument or act on the part of the Lessee shall be necessary to effectuate
such subordination, Lessee will, nevertheless, execute and deliver such further
instruments confirming such subordination of this Lease as may be desired by the
holders of said mortgages. Lessee hereby appoints Lessor attorney_in_fact,
irrevocably, to execute and deliver any such instruments for
Lessee.  If the holder(s) of said mortgage(s) shall come into
possession of the Premises or shall become the owner(s) of the Premises, Lessee
shall attorn to said party.  In exchange, Lessor shall use his best
faith effort to obtain a nondisturbance agreement from the then current
mortgagee(s).

    


    14.           Noise/Odors
Nuisances.  Lessee will not use the interior and/or exterior
portion of the Premises so as to cause unreasonable noise, noxious odors,
accumulation of waste and garbage, vibrations from machinery or any other
disturbance or nuisance which may create undue annoyance or hardship to another
tenant of the Lessor, and/or damage or impairment to Lessor’s
property.  Lessee shall not do or suffer anything to be done on the
Premises which will increase the rate of fire insurance on the Building or
abandon the Premises or suffer the Premises to become vacant or
deserted.

    


    15.           Sign.  Lessee
must obtain approval from Lessor prior to erecting any signs, which approval
may  be unreasonably withheld or delayed.  Lessor may, at
its option, order and have the signs installed from one source, same to be at
the expense of the Lessee.  No painting of signs shall be permitted
directly to the masonry.  Lessee fully understands that the Lessor may
remove, without notice, any signs in violation of this Lease.  At the
termination of this Lease, at Lessee’s sole expense, Lessee shall remove all
signs and restore the Building’s masonry paint to its original
state.  At Lessee’s expense Lessee will be required to have a
directory sign.  Lessor hereby approves the sign set forth on Exhibit “D” attached
hereto.

    


    16.           Liens.  Should
any mechanic’s or other liens be filed against the Premises or any part thereof
for any reason whatsoever by reason of Lessee’s acts or omissions or because of
a claim against Lessee, Lessee shall cause the same to be cancelled and
discharged of record by bond or otherwise within fifteen (15) days after notice
by Lessor.

    


    17.           Entry.  Lessor,
in circumstances of non emergency and with at least 24 hours notice, shall have
the right to enter the Premises during all reasonable hours, to examine, make
repairs, alterations, etc., as may be deemed necessary.  Lessor in his
sole judgement, may enter the Premises at any time and by any means if there is
an emergency within the Premises.  No additional locks or bolts of any
kind shall be placed upon any of the doors or windows by Lessee, nor any changes
be made in the existing locks or the mechanism thereof unless Lessee shall
simultaneously therewith give keys to the same to Lessor.  If Lessee
shall make any modifications such as welding plates or changes to doors or
windows, Lessee will be responsible to replace doors or windows at Lessee’s
expense.

    


    18.           Lessee’s
Default.

    


    
      	
              a.  

            	
              All
      rights and remedies of Lessor herein enumerated shall be cumulative, and
      none shall exclude any other rights or remedies allowed by law or in
      equity.  The occurrence of any of
the

            


    

    


    
      
        
           


        

        
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              b.  

            	
              following
      shall constitute an “Event of Default” under this Lease by
      Lessee: (i) Lessee shall fail to make payment of any monthly
      installment of Base Rent, Additional Rent, or any other charges hereunder
      in the amount as herein provided within three (3) days from the date any
      such payment is due; (ii) Lessee shall violate or fail to perform any of
      the other terms, covenants or conditions herein made by Lessee, and such
      violation or failure shall continue for a period of thirty (30) days after
      written notice thereof to Lessee by Lessor or, if such violation or
      failure shall reasonably require longer than thirty (30) days to cure, if
      Lessee shall fail to commence to cure same within thirty (30) days after
      receipt of notice thereof and continuously prosecute the curing of the
      same to completion with due diligence; (iii) Lessee shall make a general
      assignment for the benefit of its creditors or shall file or have filed
      involuntarily against Lessee, a petition for bankruptcy or other
      reorganization, liquidation, dissolution or similar relief; (iv) a
      proceeding is filed against Lessee seeking any relief mentioned in (iii)
      above and said proceeding is not discharged within forty-five (45) days of
      the filing thereof; (v) a trustee, receiver or liquidator shall be
      appointed for Lessee on a substantial part of its property; or (vi) Lessee
      shall mortgage, assign or otherwise encumber its leasehold interest other
      than as specifically permitted under this
Lease.

            


    

    


    
      	
              c.  

            	
              Notwithstanding
      the aforementioned, Lessor, in its sole discretion, may, at any time after
      Lessee’s default or violation of any term, covenant or condition contained
      herein:

            


    

    


    


    
      	
              i.  

            	
              Declare
      the entire balance of all forms of Base Rent and additional rent due under
      this Lease for the remainder of the term of this Lease to be due and
      payable and may collect the then present value of the same (calculated
      using a discount equal to the yield then obtainable from the United States
      Treasury Bill or Note with a maturity date closest to the date of
      expiration of the Term) by distress or
  otherwise;

            


    

    


    
      	
              ii.  

            	
              Apply
      the Deposit against the balance of all forms of Base Rent and Additional
      Rent due under this Lease;

            


    

    


    


    
      	
              iii.  

            	
              Terminate
      Lessee’s right to occupy the
Premises;

            


    

    


    


    
      	
              iv.  

            	
              Enter
      the Premises and re-let the same or any part of the Premises in the name
      of Lessor, or otherwise, as Lessee’s agent, for a term shorter or longer
      than the balance of the term of this Lease, and may grant concessions or
      free rent in connection therewith, thereby terminating Lessee’s right to
      possess the Premises, without terminating Lessee’s obligations to pay the
      entire balance of all forms of Base Rent and Additional Rent for the
      remainder of the term of this Lease, plus repairs and expenses (including,
      but not limited to, the expenses of obtaining possession, brokerage
      expenses, Lessee work modifications, legal fees, and decorating expenses)
      in connection therewith.  Lessor shall have no obligation to
      re-let the Premises, and its failure to do so, or failure to collect rent
      on re-letting, shall not affect Lessee’s liability under this
      Lease.  In no event shall Lessee be entitled to a credit or
      repayment for re-rental income which is payable by Lessee under this Lease
      or which covers a period after the original term of this Lease;
      and/or

            


    

    


    


    
      	
              v.  

            	
              Terminate
      this Lease and any right of renewal and retake possession of the
      Premises.

            


    

    


    


    
      	
              d.  

            	
              Any
      and all property which may be removed from the Premises by Lessor,
      pursuant to the authority of this Lease or of law, to which Lessee is or
      may be entitled, may be handled, removed or stored by Lessor at the sole
      risk, cost and expense of Lessee, and Lessor shall in no event be
      responsible for the value, preservation or safekeeping
      thereof.  Lessee shall pay to Lessor, upon demand, any and all
      expenses incurred in such removal and all storage charges against such
      property. Any such property of Lessee not removed from the Premises or
      retaken from storage by Lessee within thirty (30) days after the end of
      the term of this Lease or of Lessee’s right to possession of the Premises,
      however terminated, shall be conclusively deemed to have
    been

            


    

    


    
      
        
           


        

        
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    forever
abandoned by Lessee and may either be retained by Lessor as its property or may
be disposed of in such manner as Lessor may see fit in its sole
discretion.

    


    
      	
              e.  

            	
              Lessee
      agrees, that if it shall at any time, fail to make any payment or perform
      any other act on its part to be made or performed under this Lease, Lessor
      may, but shall not be obligated to, and after reasonable notice or demand
      and without waiving, or releasing Lessee from any obligation under this
      Lease, make such payment or perform such other act to the extent Lessor,
      in its sole discretion, may deem desirable, and in connection therewith,
      to pay expenses and employ counsel.  All sums so paid by Lessor
      and all expenses in connection therewith, together with interest thereon
      at the highest rate of interest per annum allowed by law from the date of
      payment, shall be deemed Additional Rent hereunder and payable at the time
      of the next installment of Rent thereafter becoming due and Lessor shall
      have the same rights and remedies for the non-payment thereof, or of any
      other Additional Rent, as in the case of default in the payment of
      Rent.

            


    

    


    


    
      	
              f.  

            	
              Notwithstanding
      anything to the contrary contained herein, if Lessor elects to terminate
      this Lease as a result of any of the contingencies specified in this Section,
      Lessor shall forthwith, upon such termination, be immediately entitled to
      recover as damages, and not as a penalty, an amount equal to the Base Rent
      and Additional Rent provided in this Lease for the residue of the term of
      this Lease (the “Term”).

            


    

    


    


    
      	
              g.  

            	
              If
      any of Lessee’s checks for Rent are dishonored by Lessee’s bank, the
      amount due shall be deemed a Late Charge and treated
      accordingly.  In addition thereto, Lessee shall pay to Lessor a
      service charge covering administrative expenses relating hereto in the
      amount of One Hundred Dollars ($100.00) per such check.  If
      during the Term more than two (2) of Lessee’s checks are so dishonored by
      Lessee’s bank, then Lessor, in its sole discretion, may require all future
      Rent of Lessee to be paid by cashiers check or money order
      only.

            


    

    


    


    
      	
              h.  

            	
              In
      addition to the Late Charge, any payments required to be made by Lessee
      under the provisions of this Lease not made by Lessee when and as due
      shall, from the date when the particular amount became due to the date of
      payment thereof to Lessor, bear interest at the rate of eighteen percent
      (18%) per annum or the maximum lawful rate of interest allowed by law
      (whichever is lower).  Notwithstanding anything to the contrary
      in this Lease, Lessee does not intend or expect to pay, nor does Lessor
      expect to charge, accept, or collect any Rent, Late Charge or interest
      which collectively would be greater than the highest legal rate of
      interest which may be charged under the laws of the State of
      Florida.

            


    

    


    


    
      	
              i.  

            	
              In
      the event of a breach or threatened breach by Lessee of any of the terms,
      covenants and conditions of this Lease, Lessor shall have the right of
      injunction and the right to invoke any remedy allowed at law or in equity
      as if re-entry, summary proceedings and other remedies were not herein
      provided for.  Mention in this Lease of any particular remedy
      shall not preclude Lessor from any other remedy, in law or in
      equity.  Lessee hereby expressly waives any and all rights of
      redemption granted by or under any present or future laws in the event of
      Lessee’s being evicted or dispossessed for any cause, or in the event of
      Lessor’s obtaining possession of the Premises, by reason of the violation
      by Lessee of any of the terms, covenants or conditions of this Lease or
      otherwise; and further expressly waives service of any notice of Lessor’s
      intention to re-enter.  Notwithstanding the aforementioned,
      Lessee shall pay all and singular the costs, charges, expenses, and
      attorneys’ fees, reasonably incurred or paid at any time by Lessor,
      including initial collection efforts and continuing through all
      litigation, appeals and any post-judgment execution efforts until fully
      satisfied, because of the failure of Lessee to perform, comply with and
      abide by each and every of the terms, covenants and conditions of this
      Lease.

            


    

    


    


    19.           Condemnation.  In
the event the whole or any part of the Building, shall be lawfully condemned or
taken in any manner for public use, the Lessor may at its option, terminate the
estate hereby granted from the time the title to or right to possession of said
Premises shall vest in or be taken by public authority, and the Lessor
shall

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


    be
entitled to any and all income rent awards or any interest therein whatsoever
which may be paid or made in connection with such public use.

    


    20.           Rules and
Regulations.  Lessee shall observe and comply with all rules
and regulations hereunder set forth and with such further reasonable rules and
regulations as Lessor may prescribe, on written notice to Lessee, for the
safety, care and cleanliness of the Building and the comfort, quiet and
convenience of other occupants of the Building.  No such further rules
and/or regulations shall increase Lessee’s obligations or diminish its rights
under the Lease.

    


    Lessee,
at its own cost and expense shall properly observe and comply with all present
and future laws, ordinances, requirements, orders, directives, rules and
regulations of all governmental authorities affecting the Lessee’s use of the
Leased Premises, including but not limited to making non-structural
modifications to the Leased Premises to comply with any state or federal laws or
regulations affecting the accessibility of the Leased Premises for disabled
persons.

    


    21.           Breach.  If
Lessee breaches any covenant or condition of this Lease, Lessor may
on  thirty (30) days prior notice to Lessee (except that no notice
need be given in case of emergency), cure such breach at the expense of Lessee
and the reasonable amount of all expenses, including attorney’s fees, incurred
by Lessor in doing so (whether paid by Lessor or not) shall be deemed additional
rent payable on demand.

    


    22.           Service.  Interruption
or curtailment of any service maintained in the Building if caused by strikes,
mechanical difficulties, or any causes beyond Lessor’s control whether similar
or dissimilar to those enumerated, shall not entitle Lessee to any claim against
Lessor or to any abatement in rent, nor shall the same constitute constructive
or partial eviction.

    


    23.           Right to
Show.  Lessor may show the Premises to prospective purchasers
and mortgagees and, during the six months prior to termination of this Lease, to
prospective tenants, during business hours upon reasonable notice to Lessee and
keep upon the doors or windows of the demised Premises a notice for rent at any
time within five months of the expiration of this Lease.

    


    24.           Brokerage
Commission.  Lessor and Lessee represents and warrants to each
other that they have not dealt with, discussed or negotiated with any broker
exceptSperry Van Ness
/ Butters & Butters, in connection with this transaction, nor has any
broker advised them of the availability of the subject property for lease except
Sperry Van Ness/
Butters&Butters.  Each party does hereby agree to indemnify
and hold the other harmless from and against any and all claims, demands or
causes of action, or other liability arising from or pertaining to any brokerage
commission, fee, costs or other expenses (including any attorney’s fees and
expenses) which either party may incur or become liable for in the event that
the foregoing warranty and representation is found to be incorrect.

    


    25.           Parking.   Lessor
reserves the right to impose restrictions on all parking areas which it may deem
necessary to promote the common interests of all tenants, including the right to
restrict or prohibit the parking of automobiles of the Lessee and its
employees.

    


    26.           Intentionally
omitted

    


    27.           Holdover.  In
the event Lessee remains in possession of the Premises after the expiration of
this Lease, Lessee shall be deemed to be a tenant from month to month and shall
be subject to all conditions, provisions and obligations of this Lease, except
that the monthly Base Rent shall be one hundred fifty percent (150%) of the
monthly rental set forth in Article 3.

    


    28.           Severability. If any
provision of this Lease is held to be invalid or unenforceable by a court of
competent jurisdiction, the other provisions of this Lease shall remain in full
force and effect and shall be liberally construed in favor of Lessor in order to
effect the provisions of this Lease. This Lease shall be construed in accordance
with the laws of the State of Florida.

    


    29.           Construction.  Lessor
will permit Lessee and its agents or contractors to enter the Premises prior to
the day specified for commencement of the term of the Lease, for decorative work
while Lessor’s contractors are working the space, conditioned upon Lessee’s
workmen and mechanics working in harmony with, and not interfering with,
Lessor’s or any other Lessee’s mechanics or contractors. If there is disharmony
or interference, this license may be withdrawn by Lessor immediately. Such entry
shall be deemed to be under all the terms, covenants, provisions and conditions
of said Lease except as to the covenant to pay rent.

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    


    30.           Representations.  Lessor
has made no representations or promises to Lessee, except as contained
herein.

    


    31.           Quiet
Enjoyment.  Lessor covenants that if and so long as Lessee pays
the Rent and performs the covenants hereof, Lessee shall peaceably and quietly
have, hold and enjoy the Premises for the term herein mentioned, subject to the
provisions of this Lease.

    


    32.           Estoppel.  Lessee
shall from time to time, upon not less than ten (10) days prior written request
by Lessor, execute, acknowledge and deliver to Lessor a written statement
certifying that this Lease is unmodified and in full force and effect (or that
the same is in full force and effect as modified, listing the instruments of
modification), the dates to which the rent and other charges have been paid, and
whether or not to the best of Lessee’s knowledge, Lessor is in default hereunder
(and if so, specifying the nature of the default), it being intended that any
such statement delivered pursuant to this article may be relied upon by a
prospective purchaser of Lessor’s interest or mortgagee of Lessor’s interest or
assignee of any mortgage upon Lessor’s interest in the Building.

    


    33.           Paragraph
Titles.  The paragraph titles in this Lease are included for
the convenience only and shall not be taken into consideration in any
construction or interpretation of this Lease or any of its
provisions.

    


    34.           Heirs/Assigns. The
provisions of this Lease shall apply to bind and inure to the benefit of Lessor
and Lessee, and their respective successors, and legal representatives and
assigns, It being understood that the term “Lessor” as used in this Lease means
only the owner, or the mortgagee in possession, so that in the event of any sale
or sales of the Building or of any lease thereof or if the mortgagee shall take
possession of the Premises, the Lessor named herein shall be and hereby is
entirely freed and relieved of all covenants and obligations of Lessor hereunder
accruing thereafter, and it shall be deemed without further agreement that the
purchaser, the lessee or the mortgagee in possession has assumed and agreed to
carry out any and all covenants and obligations of Lessor
hereunder.

    


    35.           Intentionally
deleted.

    


    36.       Notices.  Any
notice by either party to the other shall be in writing and shall be deemed to
be duly given only if delivered personally or mailed by registered, nationally
recognized over-night mail carrier, or certified mail, return receipt requested,
in a postage prepaid envelope addressed, if to Lessor at Lessor’s address first
above set forth, or at such other addresses as Lessee or Lessor, respectively,
may designate in writing and if to Lessee, at the addresses listed below. Notice
shall be deemed to have been duly given if delivered personally, upon delivery
thereof, and if mailed, by overnight, upon the next day after mail, upon the
third (3rd) day
after the mail thereof.

    


    Lessee’s
Address:

    5307 NW 35th
Terrace

    Ft
Lauderdale FL.33309

    


    37.           Hazardous
Waste.

    


    a.           Lessee
represents and warrants to Lessor that Lessee’s use and activities on the
Premises shall be conducted in compliance with all applicable environmental
ordinances, rules, regulations, statutes, orders, and laws of all local, state,
or federal agencies or bodies with jurisdiction over the Premises or the
activities conducted on the Premises (hereinafter collectively referred to as
the “Environmental Laws”).  In the event any of Lessee’s activities
require the use of “hazardous” or “toxic” substances, as such terms are defined
by any of the Environmental Laws, then Lessee represents and warrants to Lessor
that Lessee has received all permits and approvals required under the
Environmental Laws with respect to such toxic or hazardous
substances.  Lessee covenants and agrees to maintain the Premises in a
“clean” condition during the term of this Lease, as extended or
renewed.  As used in this paragraph, the term “clean” shall mean that
the Premises are in complete compliance with the standards set forth under the
Environmental Laws and any standards set forth in this Lease.

    


    b.           In
the event Lessee breaches any of its representations, warranties, or covenants
and agreements contained in this paragraph or fails to notify Lessor of the
release of any hazardous or toxic substances from the Premises, then such breach
or failure to notify shall be deemed a default under this Lease and Lessor shall
have all rights and remedies available to it, including, but not limited to, the
right to terminate this Lease or initiate a clean-up of the Premises, in which
case Lessor shall be reimbursed by Lessee for, and indemnified by Lessee from,
any and all costs, expenses, losses, and liabilities incurred in connection with
such clean-up of the Premises (including

    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

    


    all
reasonable attorneys’ and paralegals’ fees  at trial and all appellate
levels) by Lessee.  In the alternative, Lessor may require Lessee to
clean-up the Premises and to fully indemnify and hold Lessor harmless from any
and all losses, liabilities, expenses (including but not limited to reasonable
attorneys’ and paralegals’ fees at trial and all appellate levels), and costs
incurred by Lessor in connection with Lessee’s clean-up
action.  Notwithstanding anything herein, Lessee agrees to pay, and
shall indemnify Lessor from and against, any and all losses, claims,
liabilities, costs, and expenses (including reasonable attorneys’ and
paralegals’ fees at trial and all appellate levels) incurred by Lessor as a
result of any breach by Lessee of this paragraph, and/or as a result of any
contamination of the Premises due to Lessee’s use of hazardous or toxic
substances on the Premises.

    


    c.           Lessee’s
obligations and liabilities under this entire clause 37 shall survive the
expiration of this Lease.

    


    38.           Improvements By
Lessor. Lessor at his sole cost and expense shall perform the work
described on [Exhibit
“B.”]

    


    39.           Acceptance of Partial
Payments.  The receipt of any Rent, or any portion thereof,
whether specifically reserved or payable under any of the covenants herein
contained, or any portion thereof, after default on the part of the Lessee
(whether such rent is due before or after such default) shall not be deemed to
operate as a waiver of the right of Lessor to enforce the payment of any Rent
herein reserved or to declare a forfeiture of this Lease and to recover the
possession of the Premises as provided in this Lease.

    


    40.           Condition of
Premises.  Except as otherwise provided herein, Lessor has made
no representation or promise as to the condition of the Premises and Lessor
shall not perform any alterations, additions, or improvements in order to make
the Premises suitable for Lessee. Lessee has inspected the Premises, is fully
familiar with the physical condition thereof, and shall accept the Premises “as
is”. Lessor shall not be liable for any latent or patent defect in the
Premises.

    


    41.           Bankruptcy.  Without
limiting any of the provisions of Paragraph 6 hereof, if pursuant to the
Bankruptcy Code of 1978, as the same may be amended, Lessee is permitted to
assign this Lease in disregard of the restrictions contained in Paragraph 6
hereof, Lessee agrees that adequate assurance of future performance by the
assignee permitted under such Code shall mean the deposit of cash security with
Lessor in an amount equal to the sum of all Rent payable under this Lease for
the calendar year preceding the year in which such assignment is intended to
become effective, which deposit shall be held by Lessor, without interest, for
the balance of the term as security for the full and faithful performance of all
of the obligations under this Lease on the part of Lessee yet to be performed.
If Lessee receives or is to receive any valuable consideration for such an
assignment of this Lease, such consideration, after deducting therefrom (i) the
brokerage commissions, if any, and other expenses reasonably incurred by Lessee
for such assignment and (ii) any portion of such consideration reasonably
designated by the assignee as paid for the purchase of Lessee’s property in the
Premises, shall be and become the sole exclusive property of Lessor and shall be
paid over to Lessor directly by such assignee. In addition, adequate assurance
shall mean that any such assignee of this Lease shall have a net worth exclusive
of good will equal to at least fifteen times the sum of all annual rent and
additional rent payable under this Lease for the calendar year preceding the
year in which such assignment is intended to become effective.

    


    42.           Lessor’s
Liability.  Lessee agrees to look solely to Lessor’s estate and
interest in the Premises for the satisfaction of any right or remedy of Lessee
hereunder, or for the collection of any judgment (or other judicial process)
requiring the payment of money by Lessor, and no other property or assets of
Lessor or its principals shall be subject to levy, execution, or other
enforcement procedure for the satisfaction of Lessee’s rights or remedies
hereunder, or with respect to this Lease, the relationship of Lessor and Lessee
hereunder, Lessee’s use and occupancy of the Premises, or any other liability of
Lessor to Lessee, of whatever kind or nature.

    


    43.           Additional
Rent.  Whenever Lessee shall fail to pay any charge or payment
hereunder which is labeled “additional rent,” Lessor may resort to any of the
remedies available to it hereunder for the non­payment of rent in order to
collect the same. All amounts paid to Lessor as additional rent hereunder shall
be subject to Florida sales tax.

    


    44.           Radon Gas. Florida
Law requires the inclusion of the following notification in connection generally
with any Florida real estate transaction involving the occupancy of a building:
“RADON GAS: Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present health risks to
persons who are exposed to it over time. Levels of radon that exceed federal and
state guidelines have

    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

    


    been
found in buildings in Florida. Additional information regarding radon and radon
testing may be obtained from your county public health unit.”

    


    45.           Security. Lessee has
deposited with Lessor the sum of $13,160.00 as
security for the full and faithful performance by the Lessee of all the
covenants and provisions of this Lease. Such sum shall be returned to Lessee
upon the expiration of this Lease provided Lessee has fully and faithfully
carried out all of its terms, less any sums due Lessor through any breach or
default of Lessee including, but not limited to, any sum Lessor may be required
to expend as a result of any damage to the Premises.

    


    46.           Utilities.  Lessor
shall not be required to pay any fees, costs, or expenses associated with the
use of any facilities or services of any kind whatsoever such as, but not
limited to, water, sewers, telephone, refuse removal, or electricity, all of
which shall be the responsibility of Lessee, at its sole cost and
expense.

    


    47.           Liens.  Notwithstanding
any provision of this Lease to the contrary, Lessee shall never, under any
circumstances, have the power to subject the interest of Lessor in the Premises
or Building to any mechanics’ or materialmen’s liens or liens of any kind nor
shall any provision in this Lease ever be construed as empowering Lessee to
encumber or cause Lessee to encumber the title or interest of Lessor in the
Premises or Building.  In order to comply with the provisions of Section 713.10
Florida Statutes, it is specifically provided that neither Lessee nor anyone
claiming by, through or under Lessee, including but not limited to contractors,
subcontractors, materialmen, mechanics and laborers, shall have any right to
file or place any kind of lien whatsoever upon the Premises or Building or any
improvement thereon, and any such liens are specifically
prohibited.  All parties with whom Lessee may deal are put on notice
that Lessee has no power to subject Lessor’s interest to any claim or lien of
any kind or character, and all such persons so dealing with Lessee must look
solely to the credit of Lessee, and not to Lessor’s interest or
assets.  Lessee shall put all such parties with whom Lessee may deal
on notice of the terms of this Section.  If at any time a
lien or encumbrance is filed against the Premises or Building as a result of
Lessee’s work, materials or obligations, Lessee shall promptly discharge said
lien or encumbrance, and if said lien or encumbrance has not been removed within
ten (10) days from the date it is filed, Lessee agrees to deposit with Lessor
cash in an amount equal to one hundred fifty percent (150%) of the amount of any
such lien or encumbrance, to be held by Lessor (without interest to Lessee,
except as may be required by law) until any such lien or encumbrance is
discharged.

    


    48.           Attorneys’
Fees.  If either party herein brings an action to enforce the
terms hereof or declare rights hereunder, the prevailing party in any such
action, on trial or appeal, shall be entitled to its costs and reasonable
attorney’s fees, including all appeals from the non-prevailing
party.

    


    49.           Lessor’s
Default.  Should Lessor be in default under any of the terms,
covenants or conditions of this Lease, Lessee shall give Lessor prompt written
notice thereof, and Lessee shall allow Lessor a reasonable length of time in
which to cure such default, which time shall not, in any event be less than
thirty (30) days from the date of Lessor’s receipt of such notice.  If
the default cannot be cured within such thirty (30) days, no event of default
shall be deemed to have occurred so long as Lessor shall commence the curing of
such default within the thirty (30) day period and shall thereafter diligently
continue the curing of same.  In the event Lessor fails to cure any
such default within the period prescribed in this Section, or fails to
diligently cure any such default, then, after written notice from Lessee to
Lessor, Lessee may perform any such obligations of Lessor.

    


    
      	
              50.  

            	
              JURY WAIVER;
      COUNTERCLAIMS.  LESSOR AND LESSEE HEREBY WAIVE TRIAL BY
      JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM INVOLVING ANY MATTER
      WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH (i) THIS LEASE,
      (ii) THE RELATIONSHIP OF LESSOR AND LESSEE, (iii) LESSEE’S USE OR
      OCCUPANCY OF THE PREMISES OR (iv) THE RIGHT TO ANY STATUTORY RELIEF OR
      REMEDY.  LESSEE AGREES THAT IT SHALL NOT INTERPOSE ANY
      PERMISSIVE COUNTERCLAIM OF ANY NATURE IN ANY SUMMARY PROCEEDING BROUGHT
      AGAINST LESSEE BY LESSOR TO OBTAIN POSSESSION OF THE
      PREMISES.  THIS WAIVER IS MADE KNOWINGLY, INTENTIONALLY, AND
      VOLUNTARILY BY LESSEE.  LESSEE FURTHER ACKNOWLEDGES THAT IT HAS
      BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE
      SIGNING OF THIS LEASE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT
      COUNSEL, SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE
      OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.  THIS
      PROVISIONS IS A MATERIAL INDUCEMENT TO LESSOR IN AGREEING TO ENTER INTO
      THIS LEASE.  LESSEE ACKNOWLEDGES THAT IT HAS READ AND
      UNDERSTANDS THE MEANING AND RAMIFICATIONS
OF

            


    

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    


    THIS
WAIVER PROVISIONS AND AS EVIDENCE OF THIS FACT SIGNS IT INITIALS OR THE INITIALS
OF ITS DULY AUTHORIZED REPRESENTATIVE IN THE SPACE IMMEDIATELY
BELOW.

    


    IN WITNESS WHEREOF, the parties hereto
set their hands and seals on the day and year first above written.

    


    


    
      	
              WITNESSES:

            	
              LESSOR:

            
	 
      	 
      
	 
      	 
      
	
              By:  /s/
      David Butters

            	
              By:
      /s/ S.
      Butters

            
	 
      	 
      
	
              Name:
      David Butters

            	
              Name: S.
      Butters

            
	
              As
      to Lessor

            	
              Title:
      Mgr.

            
	 
      	 
      


    

    
 

    
      


      


      
        	
                WITNESSES:

              	
                LESSEE:

              
	 
      	 
      
	
                /s/ Allan L.
      Schwartz

              	
                By:
      /s/
      Linda B. Grable

              
	 
      	 
      
	
                Allan
      L. Schwartz

              	
                Name:
      Linda B.
      Grable

              
	
                As
      to Lessee

              	
                Title:
      CEO &
      COB

              
	 
      	 
      


      

      


      

 

    

    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

    


    LIST OF EXHIBITS

    


    


    


    Exhibit
“A”                                Description
of Premises

    


    Exhibit
“B”                                Lessor’s
Improvements

    


    Exhibit
“C”                                Rent
Schedule

    


    Exhibit
“D”                                Directory
Sign

    


    


    


    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
“A”

    


    Description
of Premises

    


    9,870
Sq Ft Office Warehouse

    


    


    


    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

    


    


    EXHIBIT
“B”

    


    Lessor’s
Improvements

    


    


    


    Office
Area:  Touch up paint any walls or rooms as needed, carpet all offices
in front office area.

    


    Reception
Area:  Keep existing counter, clean ceramic tiles in foyer area,
remove blinds, replace damaged ceiling tiles.

    


    Closet:  New
carpet & repaint

    


    Office
Bathroom: Clean up tiles and confirm that new sink and toilette was previously
installed

    


    Conference
Room: Remove Cabinets

    


    Warehouse
Area:

    


    Discard
wood shelf in warehouse back room

    


    Create
new offices as drawn on plan attached to lease no ceilings

    


    Clean
tiles in bathroom

    


    Cap
floor and carpet room next to kitchen

    


    


    


    
      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
“C”

    


    Rent
Schedule

     

    

      
        	
                MONTH

              	 
      	
                BASE
      RENT

              	 
      	
                C.A.M

              	 
      	
                SALES
      TAX

              	 
      	
                TOTAL

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                1
      TO 12

              	 
      	
                $6,580.00

              	 
      	
                $3,084.37

              	 
      	
                $579.86

              	 
      	
                $10,244.23

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                13
      TO 24

              	 
      	
                $6,810.30

              	 
      	
                *T.B.D

              	 
      	
                T.B.D

              	 
      	
                T.B.D

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                25
      TO 36

              	 
      	
                $7,048.66

              	 
      	
                T.B.D

              	 
      	
                T.B.D

              	 
      	
                T.B.D

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                37
      TO 48

              	 
      	
                $7,295.36

              	 
      	
                T.B.D

              	 
      	
                T.B.D

              	 
      	
                T.B.D

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                49
      to 61

              	 
      	
                $7,550.69

              	 
      	
                T.B.D

              	 
      	
                T.B.D

              	 
      	
                T.B.D

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                *T.B.D.   TO
      BE DETERMINED

              	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

    

     

     

    


    
      
        
           


        

        
          15

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
“D”

    


    Directory
Sign

    


    Tenant
may install sign on building over leased space.

    


    Plan must
be permitted and approved by city regulators, ad copies of said documents
provided to landlord for final approval.

    


    


    


    


    


    


    
      
        
           


        

        
          16

          
            

          

        

        
           


        

      

    

    


    FIRST
AMENDMENT

    


    THIS
FIRST AMENDMENT, entered into this 2nd day of June, 2008 by and between Ft
Lauderdale Business Plaza Associates (hereinafter referred to as “LESSOR”)
and Imaging Diagnostic Systems (hereinafter referred to as
“LESSEE’).

    


    WHEREAS, LESSOR and LESSEE have entered
into a certain Agreement of Lease, copy of which is attached
hereto  (hereinafter referred to as “Lease”) wherein LESSOR has leased
to LESSEE that certain office/warehouse facility (“Premises”) situated at 5307
NW 35th Terrace
in the City of Fort Lauderdale, State of Florida, as more particularly described
in the Lease.

    


    NOW THEREFORE, for a good and valuable
consideration, the sufficiency and receipt of which is hereby acknowledged, the
parties hereto do hereby agree to amend the Lease as follows:

     

    1.  Article
12: Maintenance
and Article 40: Condition of
Premises    Specifically relating to the existing
HVAC units.   It is hereby amended that during the term of the
Lease including any options or extensions thereof, and provided that the Lessee
is in good standing with the Lease and is current with an approved HVAC
maintenance contract, that should any of the HVAC units fail and require repair
service (parts and labor) that exceed $750, then the Landlord shall be
responsible to pay the amount over $750 per unit per
event.   Lessee is responsible for the first $750 per unit per
event.  Should Lessor refuse to pay the amount over $750 per unit per
event, then Lessee may make payment and deduct same from the following month’s
rent.

     

    All other
terms and provisions of the Lease to remain in full force and
effect.

    


    IN
WITNESS WHEREOF, LANDLORD and LESSEE have executed this Agreement as of the date
first above written.

    


    
      	
              Witness
      to Lessee:

            	
              LESSEE:  Imaging
      Diagnostic Systems

            
	 
      	 
      
	
              /s/ Allan L.
      Schwartz

            	
              By: /s/ Linda B.
      Grable

            
	
              Allan
      L. Schwartz

            	
                  CEO/COB

            
	
              Print
      Name

            	
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              Witness
      to Lessee:

            	
              LESSEE:  Ft.
      Lauderdale Business Plaza Associates

            
	 
      	 
      
	
              /s/ David
      Butters

            	
              By: /s/ S.
      Butters

            
	
              David
      Butters

            	
                  Mgr.

            
	
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