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EXHIBIT 10.8
 SUBLEASE
 th
 RECITALS
 A.
    
    FIL/ED Plantation, Ltd., a Florida limited partnership (Master Landlord), and Sublessor are
parties to that certain lease dated January 16, 1999, as amended by that certain First
Amendment to Lease Agreement (the First Amendment) dated August 18, 1999 (as amended by such
First Amendment, the Master Lease), for certain premises as more particularly described
therein (the Master Lease Premises), in the Plantation Shopping Center (the Shopping
Center). A copy of the Master Lease is attached hereto as Exhibit A, and by reference
incorporated herein.
 B.
    
    Sublessor wishes to lease to Sublessee, and Sublessee wishes to lease from Sublessor, all of
the Master Lease Premises conveyed under the Master Lease, all in accordance with and upon the
terms and conditions set forth herein, subject to Master Landlords consent.
 AGREEMENT
  1.
    
    Sublease Premises; Term. Sublessor hereby subleases to Sublessee, and Sublessee
hereby subleases and takes from Sublessor, the entire Master Lease Premises being




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more commonly known as Bay #21A/25/A/B and as more particularly described on Exhibit B
attached hereto and made a part hereof (the Sublease Premises). The Sublease Premises
contains approximately 34,222 square feet. The use and occupation by Sublessee of the
Sublease Premises shall include the use, subject to the terms and conditions of the Master
Lease, of all common areas and other common facilities provided by Master Landlord for the
general use, in common, of tenants, their officers, agents, employees, invitees, licensees,
visitors and customers including sidewalks, walkways, service roads, parking areas, loading
facilities and other common facilities. The term of this Sublease (the Term) shall
commence on August 15, 2005 (the Commencement Date), subject to Sublessor obtaining and
delivering to Sublessee Landlords consent to this Sublease in the form attached hereto as
Exhibit D and incorporated herein by this reference (the Consent), and shall terminate
on October 31, 2007 (Termination Date). In the event Master Landlord fails to execute
the Consent, this Sublease shall be null and void and of no further force and effect. This
Sublease may be terminated by Sublessee if the Consent has not been executed by Master
Landlord and delivered to Sublessee on or before September 1, 2005, and Sublessor shall
promptly return the Security Deposit and first months rent (paid by Sublessee in
accordance with Section 2(a) hereof) to Sublessee within five (5) business days of
Sublessors receipt of such notice of termination from Sublessee.2.
    
    Rent; Other Charges. From and after the Commencement Date, Sublessee shall pay to
Sublessor at the place specified by Sublessor (which until further notice shall be the
Sublessors address recited above) and without demand, deduction, or set-off, the following:
 (a)
    
    Base Rent for Sublease Premises. Commencing on the Commencement Date
and continuing on the first day of each and every calendar month thereafter during the
term of this Sublease, Sublessee shall pay base rent (Base Rent) in equal monthly
installments of Twenty-Four Thousand Two Hundred Forty and 58/100 Dollars ($24,240.58)
plus the applicable sales tax, if any;
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provided, however, if any month for which Sublessee is obligated to pay Base Rent
is a partial month, the monthly installment shall be prorated based upon actual
number of days elapsed to the total number of days in that particular month.
Within one (1) business day after the delivery of the Consent as executed by Master
Landlord, Sublessee shall deposit with Sublessor the sum of Twenty-Four Thousand
Two Hundred Forty and 58/100 Dollars ($24,240.58), plus the applicable sales tax,
which represents its Base Rent payment for the first full month of this Sublease
and shall be applied thereto.(b)
    
    [INTENTIONALLY DELETED](c)
    
    Additional Rent. As provided in Section 7B of the Master Lease,
Sublessor is obligated to pay to Master Landlord a portion of the total amount of the
annual Operating Cost of Common Facilities (as such term is defined in the Master
Lease). During the Term, Sublessee agrees to pay the applicable Sublessors portion
of the annual Operating Cost of Common Facilities determined by Master Landlord as
additional rent under this Sublease (the Additional Rent). Such obligations shall
be determined by in accordance with the Master Lease. Any such payments required by
Sublessee pursuant to this subparagraph (c) shall be paid by Sublessee at the same
time and in the same manner as Sublessor is obligated to make payments to Master
Landlord (including the requirement for monthly payment of estimated amounts and for
annual readjustments if the actual amount owed by Sublessee is different from the
estimated amounts that Sublessee has paid with respect to any calendar year).If, as a result of any readjustment or otherwise, it is later determined that the
amount paid by Sublessee as Additional Rent is more or less than the amount
actually due during the term of this Sublease, then Sublessee or Sublessor, as
appropriate, shall reimburse the other for the difference promptly after the amount
has been determined. However, Sublessee agrees that Sublessor shall have no duty
to audit, review or challenge Sublessors share of annual Operating Cost of Common
Facilities under the Master Lease, as determined
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by Master Landlord; provided that Sublessor agrees to cooperate with any request by
Sublessee to audit, review or challenge Sublessors share of annual Operating Cost
of Common Facilities under the Master Lease, as determined by Master Landlord,
Sublessee hereby agreeing to pay all out-of-pocket costs of Sublessor incurred in
connection therewith provided that Sublessee has approved of such costs in advance.
Any dispute arising from said audit shall be governed by the provisions of the
Master Lease. The Master Landlords computation shall be binding on Sublessee in
determining the Additional Rent due hereunder subject to the terms of the Master
Lease. Notwithstanding the foregoing, Sublessee may at its sole cost and expense,
audit the Operating Cost of Common Facilities as provided for in Section 7D of the
Master Lease subject to the conditions set forth therein. Any dispute arising from
said audit shall be governed by the provisions of the Master Lease.(d)
    
    Rent Tax. Sublessee agrees to pay to Sublessor, at the same time and
in the same manner as Base Rent, Additional Rent and other charges due hereunder, all
sales and use taxes and excise taxes imposed or levied from time to time upon all
payments to be made by Sublessee hereunder, if any.(e)
    
    Past Due Amounts. Sublessor may impose a late charge, due on demand,
of five (5%) percent of any installment of Base Rent that is not received within ten
(10) days after it is due. Any such late charge is in lieu of interest on such
installment, but it otherwise is in addition to, and does not waive or limit, or
otherwise impair, any other right or remedy of Sublessor.(f)
    
    Security Deposit. Simultaneously with the execution of this
Sublease, Sublessee shall deliver to Sublessor the sum of Twenty-Four Thousand Two
Hundred Forty and 58/100 Dollars ($24,240.58) (Security Deposit). The Security
Deposit may be commingled with other funds of Sublessor. Any interest or investment
earnings on the Security Deposit are the property of
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Sublessor. The Security Deposit is held by Sublessor solely as security for
Sublessees performance of Sublessees obligations under this Sublease. If an
Event of Default occurs under this Sublease, Sublessor, without waiving, limiting,
or otherwise impairing any other rights or remedies, may apply the Security Deposit
to any reasonable expenses, damages, or liabilities actually incurred by Sublessor
as a result thereof. Sublessee within ten (10) days after Sublessees receipt of
demand shall restore the Security Deposit to its original amount. If any late
charge is not paid on demand, it may be deducted from the Security Deposit, with
notice. Upon the expiration or earlier termination of this Sublease (unless such
termination is the result of Sublessees default hereunder), provided that
Sublessee has paid all sums due as of such date to Sublessor as provided under this
Sublease and is not otherwise in default with respect to the terms and conditions
of this Sublease, Sublessor shall return the Security Deposit (or such portion
thereof remaining after application by Sublessor in accordance with this Paragraph
2(f)) to Sublessee within twenty (20) days from the date of expiration or earlier
termination.
 3.
    
    Use. The Sublease Premises shall be used and occupied by Sublessee only for general
office purposes and other uses permitted under the Master Lease; provided, however, that
Sublessee shall be entitled to use the Sublease Premises as a call center..
 4.
    
    Master Lease. This Sublease is subject and subordinate to the Master Lease.
Sublessee covenants and agrees that Sublessee shall not by any act or omission, or by any
failure to perform its obligations under this Sublease, cause any default to occur in the
Master Lease, and, subject to the terms of this Sublease, Sublessee shall perform all of the
obligations of Sublessor as Tenant under the Master Lease which relate to the Sublease
Premises as and when required under the Master Lease to the extent such obligations accrue
during the Term; provided, however, that nothing contained herein shall require Sublessee to
(i) pay any rent due to Master Landlord under the Master Lease, or (ii) restore the Sublease
Premises to the condition the
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same existed on the commencement of the Master Lease. Sublessor shall comply with the
terms of the Master lease. Sublessee hereby covenants to abide by all of the terms and
provisions of the Master Lease as same pertain to the Sublease Premises and Sublessee
agrees to assume all liabilities and obligations of Sublessor under the Master Lease,
except as expressly provided herein, to the extent such liabilities and obligations accrue
during the Term of this Sublease.Sublessee recognizes that pursuant to the Master Lease, the Master Landlord retained
certain rights, privileges, reservations, and benefits with respect to the Building and,
more particularly, the Sublease Premises. Sublessee hereby consents and agrees to such
rights, privileges, reservations and benefits as set forth in the Master Lease. Nothing
contained herein shall be construed or interpreted as limiting the rights or privileges of
Master Landlord arising under the Master Lease or by operation of law nor creating any new
obligations on Master Landlord under the Master Lease.Sublessor warrants and represents that it has not received any notice(s) of default under
the Master Lease and to the best of Sublessors knowledge neither Master Landlord nor
Sublessor is in default under the Master Lease and no condition exists which with the
passage of time or the giving of notice or both would constitute a default. Sublessor
represents that the copy of the Master Lease attached hereto as Exhibit A is a true and
complete copy of the Master Lease, and Sublessor has not assigned or pledged its interest
in the Master Lease.Sublessee shall be entitled to the benefit of any services furnished by the Master Landlord
under the terms of the Master Lease (subject to all of the terms, provisions, and
limitations of the Master Lease); provided, however, Sublessor shall have no responsibility
with respect to such services and Sublessee shall look solely to Master Landlord with
respect thereto.Sublessee agrees that Sublessor shall not be liable to Sublessee for damages, delay or for
any other claims which result from a breach by Master Landlord under the Master
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Lease, or that are due to the Master Landlords failure to perform under the Master Lease
as and when requested thereby. Sublessee agrees to look solely to the Master Landlord (and
not to Sublessor) for performance by Master Landlord for all obligations under the Master
Lease. If Sublessee reasonably believes in good faith that Master Landlord has failed to
perform any obligations with respect to the Sublease Premises, Sublessee shall give notice
thereof to Master Landlord and Sublessor. In the event of any default or failure of
performance by Master Landlord under the Master Lease, Sublessor agrees, upon receipt of
notice from Sublessee, to make demand upon Master Landlord to perform its obligations under
the Master Lease; provided, however, that Sublessee shall bear all reasonable out-of-pocket
costs and expenses of Sublessor in connection therewith provided that Sublessee has
approved of such costs in advance, and Sublessor shall not be required to expend any funds
or incur any out-of-pocket costs in connection with making any such demand upon Master
Landlord. Sublessor further agrees, if requested by Sublessee, to cooperate with Sublessee
in undertaking any reasonable legal action to enforce said obligations against Master
Landlord related to the Sublease Premises provided that Sublessee shall bear all reasonable
out-of-pocket costs and expenses of Sublessor in connection therewith (including reasonable
attorneys fees and expenses and court costs) provided that Sublessee has approved of such
costs in advance, and Sublessor shall not be required to expend any funds or incur any
costs in connection with any such legal action.Sublessor shall not terminate the Master Lease or mutually agree with the Master Landlord
to rescind the Master Lease, without Sublessees prior written consent, which shall not be
unreasonably withheld or delayed. Sublessor shall not enter into or make any material
modification or amendment to the Master Lease without Sublessees prior written consent,
which consent shall not be unreasonably withheld, conditioned or delayed. Without limiting
the generality of the foregoing, Sublessee shall consent to any termination or rescission
of the Master Lease if Master Landlord agrees to enter into a direct lease with Sublessee
for a term equal to the remaining
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term of this Sublease and containing provisions which do not materially increase any
obligation of Sublessee with respect to the Sublease Premises.5.
    
    Assignment and Subsubletting. Sublessee shall not pledge or assign this Sublease, or
subsublease all or any part of the Sublease Premises, or allow any encumbrance or transfer of
the Sublease or Sublessees interest in the Sublease Premises (whether voluntarily or by
operation of law), or allow any other person or entity other than Sublessee to occupy all or
any part of the Sublease Premises without the prior written consent of Sublessor and Master
Landlord to the extent such consent is required under the Master Lease. Any transfer(s) of
the aggregate of the controlling interest in the Sublessee or other transfer as defined in the
Master Lease shall be deemed an assignment of the Sublease.In connection with any request for Sublessors consent required by this Paragraph 5,
Sublessee shall provide such financial and other information as Sublessor or Master
Landlord shall reasonably request in order to evaluate Sublessees request. If consent is
granted it shall not be effective unless and until such assignee or subsublessee has
assumed in writing all of the Sublessees obligations hereunder, and satisfied any
additional requirements of Sublessor or Master Landlord . In the event of any such
assignment or subsublease the Sublessee shall remain obligated to Sublessor for payment of
all amounts and performance of all obligations hereunder. Notwithstanding the foregoing,
subject to compliance with the terms and conditions of the Master Lease, Sublessee may
assign this Sublease, without Sublessors prior written consent, to (i) any entity which
purchases substantially all of the assets of Sublessee, or (ii) any entity which Sublessee
merges into.6.
    
    Build Out of Sublease Premises by Sublessor. Sublessee acknowledges and agrees that
Sublessor shall deliver and Sublessee shall accept the Sublease Premises in their AS IS
WHERE IS condition, without any representation or warranty (whether express or implied) from
Sublessor. Notwithstanding the foregoing, Sublessor agrees that prior to the Commencement
Date, Sublessor, at Sublessors expense, shall (i)
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repair, or cause to be repaired, the roof leak in the center stairwell of the Sublease
Premises, (ii) repair or replace the leaking ceiling tiles in the mezzanine level of the
Sublease Premises, and (iii) have the Sublease Premises professionally cleaned.Notwithstanding the foregoing, Sublessor and Sublessee acknowledge and agree that, with
respect to those items of furniture, fixtures and equipment listed on Exhibit C attached
hereto (collectively, the FF&E), upon delivery of possession of the Sublease Premises to
Sublessee, Sublessor shall convey to Sublessee title to such FF&E for and in consideration
of One Dollar ($1.00) free and clear of all liens, claims or encumbrances, but without any
warranty as to fitness for a particular purpose or otherwise. Sublessee and Sublessor
further acknowledge and agree that the items of FF&E as listed on Exhibit C attached
hereto is complete and accurate and has been verified to each partys satisfaction. Upon
Sublessors conveyance of the FF&E and Sublessees acceptance of the Sublease Premises,
Sublessor shall have no further liability for the FF&E of any kind whatsoever. Sublessee
and Sublessor agree that the FF&E shall not include the Sublessor Property as defined
below, which Sublessor Property shall be removed by Sublessor, at Sublessors sole cost and
expense, from the Sublease Premises prior to the Commencement Date. For purposes hereof,
the Sublessor Property shall mean: (i) seventeen (17) Cisco switches, (ii) the computer
firewall, (iii) four (4) battery back ups, (iv) four (4) Dell servers, (v) the GC Dialer,
(vi) the Mitel Phone Switch, and (vii) the AS 400.7.
    
    Alterations by Sublessee. Sublessee shall not make any alterations, installations,
improvements, additions, or other physical changes to the Sublease Premises, without
Sublessors and Master Landlords prior written consent, to the extent Master Landlords
consent is required the Master Lease. If required by Sublessor or Master Landlord,
Sublessee shall remove any or all alterations and additions made by Sublessee prior to
expiration of this Sublease and shall repair all damage occasioned thereby and restore the
Sublease Premises to the condition that existed on the Commencement Date. Sublessee shall
complete any of its work in a good and workmanlike manner in accordance with all building
codes and regulations, sound
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construction practices, and as required under the Master Lease. Sublessee shall not permit
any liens to be filed against the Building or any portion thereof, nor shall Sublessee have
the power to subject Master Landlords interests in the Building to any mechanics liens.8.
    
    Indemnifications. Sublessee will, at all times during and after the term of this
Sublease, indemnify, defend and hold harmless the Sublessor and Master Landlord from all
losses, damages, claims, suits, liabilities and expenses (including claims for workmens
compensation) which may arise or be claimed against Sublessor and/or Master Landlord by or in
favor of any persons, firms, corporations or other entities (Third Parties), for injuries or
damages to the person or property of such Third Parties, consequent upon or arising from the
use or occupancy of the Sublease Premises, or consequent upon or arising from Sublessees
failure to comply with any laws, statutes, ordinances, codes, rules or regulations or the
terms of the Master Lease incorporated herein, or from any negligence or misconduct of
Sublessee, its agents, employees or invitees, except to the extent that any such injuries or
damages are caused by the gross negligence or willful misconduct of Sublessor, its agents,
employees or invitees. Sublessee agrees to obtain and keep in full force and effect during
the Term insurance in the amounts set forth in the Master Lease, naming Sublessor and Master
Landlord as additional insureds, with waiver of subrogation. Sublessee shall provide
Sublessor and Master Landlord with certificates of insurance in form required by the Master
Lease as to all policies required hereby.Sublessor shall, at all times during and after the Term of this sublease, indemnify, defend
and hold harmless Sublessee from all losses, damages, claims, suits, liabilities and
expenses which may arise or be claimed against Sublessee by or in favor of any Third
Parties, for injuries or damages to the person or property of such Third Parties,
consequent upon or arising from Sublessors use or occupancy of the Sublease Premises prior
to the Commencement Date, or consequent upon or arising from Sublessors failure to comply
with any laws, statutes, ordinances, codes, rules or regulations or the terms of the Master
Lease incorporated herein, or from any gross
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negligence or intentional misconduct of Sublessor, its agents, employees, or invitees,
except to the extent that any such injuries or damages are caused by the acts or omissions
of Sublessee, its agents, employees, or invitees.9.
    
    Brokerage. Sublessee and Sublessor represent and warrant each to the other that such
party has not dealt or consulted with any real estate broker or agent in connection with this
Sublease other than Cushman & Wakefield of Florida, Inc. and Trammell Crow Company
(collectively hereinafter referred to as the Disclosed Brokers) and each agrees to indemnify
and hold the other party harmless from and against any claims by any real estate broker or
agent other than the Disclosed Brokers claiming a commission or other form of compensation by
virtue of having dealt with the party in breach of the foregoing warranty and representation
with regard to this leasing transaction. Sublessor shall be solely responsible for payment
owed to the Disclosed Brokers only upon consummation of this Sublease. Payment of the
commission shall be made as and when required by the terms of a separate agreement between
Sublessor and Disclosed Brokers.10.
    
    Default. Sublessee shall be in default hereunder if (a) Sublessee fails to pay when
due any rent or any other sum to be paid by Sublessee hereunder and such failure continues for
five (5) days after Sublessees receipt of written notice from Sublessor; (b) Sublessee fails
to observe and perform any of the other terms, covenants, or conditions of this Sublease or
the Master Lease relating to the Sublease Premises or the common areas of the Building and
such failure continues for ten (10) days after Sublessees receipt of written notice thereof
from Sublessor; or (c) Sublessee abandons or deserts, the Sublease Premises; or (d) if
Sublessee shall assign this Sublease or sub-sublet any portion of the Sublease Premises,
except as permitted herein; or (e) if any petition shall be filed by or against Sublessee to
declare Sublessee bankrupt or to delay, reduce, or modify Sublessees debts or obligations or
if any petition shall be filed or other action taken to reorganize or modify Sublessees
capital structure which is not dismissed within sixty (60) days; or (f) if Sublessee admits in
writing its inability to pay its debts, or if a receiver, trustee or other court
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appointee is appointed for all or a substantial part of Sublessees property which is not
dismissed within sixty (60) days; or (g) if the leasehold interest of Sublessee is levied
upon or attached by process of law; or (h) if Sublessee makes an assignment for the benefit
of creditors or takes the benefit of any insolvency act, or if any proceedings are filed by
or against Sublessee to declare Sublessee insolvent or unable to meet its debts which is
not dismissed within sixty (60) days; or (i) if a receiver or similar type of appointment
or court appointee or nominee of any name or character is made for sublessee or its
property which is not dismissed within sixty (60) days.In the event of any default by Sublessee, Sublessor shall be entitled to any and all rights
and remedies available at law or in equity, to Master Landlord under the Master Lease, and
Sublessee shall indemnify and hold harmless Sublessor against and from any liabilities of
Sublessor to Master Landlord occasioned thereby. Any cure period which Sublessee may have
as a result of the incorporation of the Master Lease shall be deemed for purposes hereof to
be reduced by three (3) days.11.
    
    Fire or Casualty/Eminent Domain. In the event the Sublease Premises shall be
destroyed or so damaged or injured by fire or other casualty, the provisions of the Master
Lease shall apply, such that Sublessee will look only to Master Landlord for reconstruction of
the Sublease Premises if and to the extent provided for therein, and there shall be no
abatement of rent hereunder unless rent is also abated with respect to the Premises under the
Master Lease. If the damage is not repaired within the time period required by the Master
Lease, then Sublessee shall have the right to exercise any right of termination provided in
the Master Lease, this Sublease shall terminate on the same date as the Master Lease is
terminated.If the whole or any part of the Sublease Premises shall be acquired by eminent domain, then
and in that event this Sublease shall terminate if and to the extent that the Master Lease
shall terminate as to the Sublease Premises, and Sublessee shall have no claim against
Sublessor, Master Landlord or the condemning authority for any award for such taking.
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12.
    
    Attorneys Fees. In connection with any litigation arising out of this Sublease, the
prevailing party shall be entitled to recover all costs incurred, including reasonable
attorneys fees, which reasonable attorneys fees shall include, but not be limited to, those
reasonable attorneys fees incurred by such prevailing party for the services of its attorneys
through all trial and appellate levels and post-judgment proceedings.13.
    
    Notices. In every instance where it shall be necessary or desirable to send notices
to Sublessor or Sublessee, such notices shall be sent or delivered to the Sublessor at the
address set forth on the first page of this Sublease with a copy to Greenberg Traurig, LLP,
Attention: Gerald Baxter, Esq., 3290 Northside Parkway, N.W., Suite 400, Atlanta, Georgia
30327, and to Sublessee at the address set forth on the first page of this Sublease with a
copy to the address of Sublessee set forth on the first page of this Sublease with a copy to
the Sublease Premises. All notices and communications to Master Landlord shall be sent or
delivered to Master Landlord in accordance with the Master Lease. Master Landlord shall be
provided with copies of all notices of default sent by either Sublessee or Sublessor to the
other party. The parties may change their notice address upon written notice to the other
parties at its listed designated address. Notices shall be in writing, and shall be mailed
registered or certified mail, return receipt requested, or delivered by hand delivery or
overnight delivery service, postage prepaid, or by facsimile transmission to any designated
numbers, and shall be deemed given on the earliest to occur of (i) the day of receipt thereof
(or refusal to accept), or (ii) the day following the timely deposit with an overnight
delivery service before its deadline for the next-day delivery, or (iii) three (3) business
days after mailing certified mail, return receipt requested and postage prepaid to the address
indicated.14.
    
    Condition of Sublease Premises. Subject to the other provisions of this Sublease,
Sublessee acknowledges that the Sublease Premises are in good condition and free of defects,
and that they are in safe condition reasonably suited to Sublessees purposes, Sublessee
accepts the Sublease Premises in its existing as is condition without any warranty or
representation by Sublessor. Sublessee agrees to return the Sublease
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Premises to Sublessor upon expiration or termination of this Sublease in the same good
condition, subject only to ordinary wear and tear and damage by casualty. During the
entire Sublease term Sublessee shall keep the Sublease Premises (including, but not limited
to, the HVAC, electrical, plumbing and other systems serving the Sublease Premises) in good
condition and shall not allow any damage, deterioration, or loss to occur with respect
thereto, other than ordinary wear and tear and damage by casualty. Sublessee hereby
assumes all obligations of Sublessor under that certain HVAC maintenance contract for the
Sublease Premises for the Term of this Sublease. Sublessee and Sublessor agree to execute
any documentation necessary to evidence such assumption by Sublessee and to evidence the
release of Sublessor therefrom.
 15.(a)
    
    Sublessees Warranties and Representations.Sublessee warrants and represents that: (i) Sublessee is a
Delaware limited liability company authorized to do business in
Florida; (ii) the persons executing this Sublease on behalf of
Sublessee have been duly authorized to do so; and (iii) this
Sublease is fully enforceable against and binding upon Sublessee
in accordance with its terms.(b)
    
    Sublessors Warranties and Representations.Sublessor warrants and represents that: (i) Sublessor is a
Delaware corporation; (ii) the persons executing this Sublease on
behalf of Sublessor have been duly authorized to do so; and (iii)
the Sublease is fully enforceable against Sublessor in accordance
with its terms, subject to Master Landlords consent to the
Sublease, which shall be a condition precedent to its
effectiveness; (iv) to Sublessors knowledge, without independent
inquiry or investigation, Sublessor has good and
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marketable leasehold title to the Sublease Premises pursuant to
the Master Lease; (v) as of the Commencement Date, (1) Sublessor
is not aware of, nor has Sublessor received any notice of any
violation of the terms and provisions of the Master Lease, or any
violation of any applicable building code, zoning, fire regulation
or any other law or regulation of any municipal, county, state, or
federal or other applicable governmental authorities pertaining to
the Sublease Premises, and (2) to Sublessors knowledge, without
independent inquiry or investigation, the air conditioning and
heating, plumbing and electrical wiring systems within the
Sublease Premises are in good working condition. For purposes
hereof, Sublessors knowledge shall mean the actual knowledge of
Scott Tsanos or Jason LaCourt.
 16.
    
    Non-Waiver. Failure of Sublessor or Sublessee to declare any default immediately
upon occurrence thereof, or delay in taking any action in connection therewith, shall not
waive such default or subsequent defaults of the same nature, and Sublessor or Sublessee, as
the case may be, shall have the right to declare any such default at any time and take such
action as might be lawful or authorized hereunder either in law or in equity. Acceptance of
rent by Sublessor from Sublessee shall not be deemed a waiver of any default hereunder.17.
    
    Radon Gas. Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present a health risk to persons
exposed to it over time. Levels of radon that exceed federal and state guidelines have been
found in buildings in Florida. Additional information regarding radon and radon testing may
be obtained from your County public health unit.18.
    
    Approval of Sublease by Master Landlord. This Sublease is expressly contingent upon
the approval by Master Landlord of this Sublease, subject to the conditions set
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forth in Section 21 of the Master Lease. Notwithstanding the fact that Sublessor has
executed this Sublease, if Master Landlord does not approve this Sublease, it shall be null
and void and of no effect. Sublessor makes no representations or warranties that Master
Landlord will approve this Sublease.19.
    
    Consent of Master Landlord. Sublessee hereby acknowledges that whenever Master
Landlords consent or approval is required, the same may be arbitrarily withheld except as
specifically stated otherwise in the Master Lease.20.
    
    Sublease Non-Recordable. Neither this Sublease nor any memorandum hereof or
reference hereto will be recorded by or on behalf of Sublessee in the Public Records of
Broward County, Florida.21.
    
    Miscellaneous. This Sublease contains the entire agreement between the parties and
supersedes all previous negotiations and understandings leading thereto. This Sublease may be
modified only by an agreement in writing signed by Sublessor and Sublessee. This Sublease
shall be governed by Florida law, and shall bind and inure to the benefit of the parties and
their respective heirs, successors and assigns. Sublessor and Sublessee hereby consent to the
jurisdiction of the courts and the State of Florida and agree that Broward County, Florida
shall be proper venue in connection with any litigation between the parties concerning or
arising under this Sublease or the Sublease Premises. Exhibits attached hereto are
incorporated herein and made a part hereof by reference.22.
    
    Quiet Enjoyment. So long as Sublessee is not in default under this Sublease beyond
any applicable grace or cure period and observes and performs all of the covenants, terms, and
conditions under this Sublease on Sublessees part to be observed and performed, Sublessee may
occupy and use the Sublease Premises without disturbance by the Sublessor, its successors and
assigns, or any party claiming by, through or under Sublessor, subject to the terms and
conditions of the Master Lease.
 -16-




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##### 



23.
    
    Sublessor Default. Sublessor shall be in default of this Sublease if (i) Sublessor
is in default under the Master Lease (beyond any applicable grace period), or (ii) Sublessor
fails or refuses to perform any provisions of this Sublease that it is obligated to perform,
if the failure to perform is not cured within ten (10) days after written notice specifying
the default has been given by Sublessee to Sublessor. Sublessee, at any time after Sublessor
commits a default which Sublessor fails to timely cure, can cure the default at Sublessors
cost or seek to specifically enforce the obligations of Sublessor under this Sublease. If
Sublessee, at any time, by reason of Sublessors default, pays any sum or does any reasonable
act that requires the payment of any sum, the sum paid by Sublessee shall be due from
Sublessor to Sublessee within thirty (30) days following Sublessors receipt of written notice
from Sublessee of the amount due. Sublessee shall have the right to deduct such sum from the
rent due hereunder if Sublessor fails to reimburse Sublessee as provided herein. Any and all
rights, remedies and options given in this Sublease to Sublessee shall be cumulative and in
addition to and without waiver of, or in derogation of, any right or remedy given to it under
any law now or hereafter in effect.24.
    
    Sublessors Lien. Sublessor does hereby subordinate any and all lien rights which
Sublessor may now have or hereinafter acquire (whether provided under this Sublease,
applicable statutes, common law, or otherwise) in all furniture, fixtures, equipment,
chattels, inventory, and other personal property of Sublessee which may be located in the
Sublease Premises (including, without limitation, all accounts receivable of Sublessee), to
all lien rights, and security interests which may be held by any seller, lessor, or lending
institution which (i) provides financing to Sublessee secured by any of such items, or (ii)
provides such items or the funds to purchase or lease the same. This subordination provision
is hereby declared by Sublessor and Sublessee to be self-operative and no further instrument
shall be required to effect such subordination of Sublessors lien rights; provided, however,
that Sublessor shall execute any and all documentation which may be reasonably requested by
Sublessee to confirm the subordination of Sublessors lien rights in relation to said items.25.
    
    Subordination. Sublessor represents to Sublessee that Sublessor has not previously
executed a subordination, non-disturbance and attornment agreement (SNDA) in
 -17-




---



##### 



favor of the holder of any mortgage encumbering the Sublease Premises. In the event that
Sublessor is required to execute any such SNDA in the future, Sublessor shall provide
Sublessee with a copy of the form SNDA within a reasonable to permit Sublessee to review
and make comments to the same. Notwithstanding the foregoing, Sublessee hereby
acknowledges that Sublessor shall not be required to obtain the consent of Sublessee as a
condition to delivering any such SNDA to any holder or Master Landlord, if Sublessor is
required to deliver such SNDA under the terms of the Master Lease.26.
    
    Estoppel Certificates. (a) Sublessee agrees that it will, at any time and from time
to time, within fifteen (15) days following written notice by Sublessor specifying that it is
given pursuant to this section, execute, acknowledge and deliver to Sublessor a statement in
writing certifying that this Sublease is unmodified and in full force and effect (or if there
have been modifications, that the same is in full force and effect and stating the
modifications), and the date to which the rent and any other payments due hereunder from
Sublessee have been paid in advance, if any. Said certificate shall also state whether or not
to the best of knowledge of Sublessee the Sublessor is in default in performance of any
covenant, agreement or condition contained in this Sublease, and if so, specifying each such
default of which the Sublessee has knowledge.
 -18-




---



##### 



(b)
    
    Sublessor agrees that it will, at any time and from time to time, within fifteen (15)
days following written notice by Sublessee specifying that it is given pursuant to this
section, execute, acknowledge and deliver to Sublessee a statement in writing certifying
that this Sublease is unmodified and in full force and effect (or if there have been
modifications, that the same is in full force and effect and stating the modifications),
and the date to which the rent and any other payments due hereunder from Sublessee have
been paid in advance, if any. Said certificate shall also state whether or not to the best
of knowledge of Sublessor the Sublessee is in default in performance of any covenant,
agreement or condition contained in this Sublease, and if so, specifying each such default
of which the Sublessor has knowledge.27.
    
    Consents. The parties agree that all consents which are required for the use and
occupancy of the Sublease Premises in accordance with the terms of this Sublease and in
accordance with all laws, statutes, and ordinances, shall be provided by the parties in order
to carry out the terms and the purpose of this Sublease. Unless otherwise specified, in all
instances in this Sublease where consent of a party to this Sublease is required, such party
shall not unreasonably withhold, condition or delay such consent.28.
    
    Jury Waiver. THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED
HEREON, OR ARISING OUT OR, UNDER OR IN CONNECTION WITH THIS SUBLEASE OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO OR
THERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR SUBLESSOR.
  -19-




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##### 



Witnesses:
    
    SUBLESSOR:Nancy E. Cooper
    
    ASSET MANAGEMENT OUTSOURCING, INC., a Delaware
corporationLenita B. Coker
    
    By: /s/ Scott TsanosName: Scott TsanosTitle: Vice-President, CFOWitnesses:
    
    SUBLESSEE:Ivette Furtado
    
    UNITED STATES PHARMACEUTICAL GROUP, LLC, a
Delaware limited liability companyChris Drew
    
    By: /s/ Timothy FairbanksName: Tim FairbanksTitle: CFO
 -20-




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##### 



EXHIBIT A
 -21-




---



##### 



EXHIBIT A
  Lessee:
    
    ASSET MANAGEMENT OUTSOURCING INC a Delaware corporation
  SUBJECT
    
    PARAGRAPH NO.AFFIRMATIVE
COVENANTSTenant
    
    
    13ALTERATIONS
    
    
    12ASSIGNING,
MORTGAGING, SUBLETTING
    
    
    21AUTHORITY
    
    
    41SROKERS
    
    
    34CAPTIONS
    
    
    37CHOICE OF LAW
    
    
    42COMMON AREAS AND FACILITIES
    
    
    7CONDEMNATION
    
    
    30CONSTRUCTION, ADDITIONAL
    
    
    29CUSTOM AND USAGE
    
    
    27DAMAGE TO PREMISES
    
    
    17DEFAULTEvents
of
    
    
    24Rights
of Landlord
    
    
    25DEMISED PREMISES
    
    
    1Use of
    
    
    4EXCULPATION
    
    
    36FINANCING AGREEMENT
    
    
    26INSURANCE
    
    
    10INDEMNIFICATION, PUBLIC LIABILITYINSURANCE AND OTHER INSURANCE
    
    
    18INTERPRETATION
    
    
    35JOINT OBLIGATION
    
    
    39LANDLORDS ACCEPTANCE
    
    
    44MODIFICATION
    
    
    38NEGATIVE
COVENANTS  Tenant
    
    
    14NOTICES
    
    
    31QUIET ENJOYMENT
    
    
    33RENTMinimum
    
    
    5AAnnual Adjustment of
    
    
    5BPercentage
    
    
    5C-HRADON GAS
    
    
    43REPAIRS
    
    
    11RIGHTSLandlord
    
    
    16SECURITY DEPOSIT
    
    
    6SIGNATURE
    
    
    38SIGNS
    
    
    15SUBORDINATION
    
    
    22SUCCESSORS AND ASSIGNS
    
    
    32SUPPLEMENTAL CODE COMPLIANCE PROVISION
    
    
    45SURRENDER AND HOLDING OVER
    
    
    28TAXES
    
    
    9TENANTS COVENANTS
    
    
    23TERM AND POSSESSION
    
    
    3Commencement of
    
    
    2TIME IS OF THE ESSENCE
    
    
    40TRADE FIXTURES
    
    
    20UTILITIES
    
    
    8WAIVER OF CLAIMS
    
    
    19
 RIDER #1 -
    
    Addendum to LeaseRIDER #2 -
    
    Option to Renew[STRIKE THROUGH]RIDER #4 -
    
    Exhibits A & BRIDER #5 -
    
    Parking PlanRIDER #6 -
    
    Landlords WorkletterRIDER #7 -
    
    Critical PathRider #8 -
    
    Operating Expense and real estate tax exclusions
 1




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##### 



a)
    
    Tenants Trade Name:
    
    Asset Management Outsourcingb)
    
    Main Term:
    
    Approximately -6- years, and -0- months  Expires:   72 months from turnoverc)
    
    Tenant Space Number
    
    21A1/25AB Address  7067C West
Broward Boulevard  Plantation, Florida  33317d)
    
    Est. GLA in premises:
    
    Approximately 36.000 square feet subject to architechtural drawingse)
    
    Tenants interior ImprovementsConstruction Commencement Date:
    
    Upon turnoverf)
    
    Tenants Construction Period:
    
    -0-   daysg)
    
    Minimum Rent:
    
    $343 800.00 Per year$26,650.00  Per monthh)
    
    Percentage Rent:
    
    Not applicable  percent on Gross Salesi)
    
    Rent Commencement Date:
    
    Upon receipt & Certificate of Occupancy from the City of Plantationj)
    
    CAM Commencement Date:
    
    Upon receipt a  Certificate of Occupancy from the City of Plantationk)
    
    Security Deposit:
    
    $81,090.00l)
    
    Other Sums Payable:
    
    Est. Florida Sales Tax $27,540.00(first year)
    
    Est. Real Estate Tax $54,000.00Est. Insurance $13,320.00Est. Common Area Maintenance $47,880.00(Sales tax will be payable as
required by State of Florida on all additional rent such as
C.A.M. Real Estate Tax reimbursement, Insurance and all other charges
so set forth in this lease.)m)
    
    Use Summary:
    
    Insurance claims office and
headquaters.
        2




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##### 



st
             3




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##### 



FTL/ED
PLANTATION LTD. a Florida limited partnership c/o Stiles Accounting
Department 6400 N. Andrews
Avenue, 5th Floor, Fort Lauderdale, FL 33309
  Eighty One
Thousand Ninety and NO/100 DOLLARS 81,090.00
 
  Landlord shall provide Tenant non-exclusive parking as
shown on the parking plan (see Rider  # 5
   4




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##### 



5




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##### 



13.
    
    AFFIRMATIVE COVENANTS TO TENANT:
              14.
    
    NEGATIVE COVENANTS OF TENANT:
      15.
    
    SIGNS:
  16.
    
    RIGHTS OF LANDLORD:
   6




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##### 



17.
    
    DAMAGE TO PREMISES:
  18.
    
    INDEMNIFICATION, PUBLIC LIABILITY INSURANCE AND OTHER
INSURANCE:
  naming as insured both Landlord and Tenant
 both Landlord and Tenant shall be named
 naming Landlord as an insured
  19.
    
    WAIVER OF CLAIMS:
   20.
    
    TRADE FIXTURES:
  7




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##### 



21.
    
    ASSIGNING, MORTGAGING, SUBLETTING:
  22.
    
    SUBORDINATION:
    24.
    
    EVENTS OF DEFAULT:
          25.
    
    RIGHTS OF LANDLORD UPON DEFAULT BY TENANT:
        8




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##### 



26.
    
    FINANCING AGREEMENT:
  27.
    
    CUSTOM AND USAGE:
   28.
    
    SURRENDER AND HOLDING OVER:
   29.
    
    ADDITIONAL CONSTRUCTION:
  30.
    
    CONDEMNATION:
  31.
    
    NOTICES:
  TO LANDLORD AT:
    
    FTL/ED PLANTATION. LTD., a Florida limited partnership      (954) 775-9190c/o Stiles Property Management6400 North Andrews AvenueFort Lauderdale, FL 33309TO TENANT AT:
    
    Name Asset Management Outsourcing IncATTN: Mr. Jim WhalenAddress 1625 Barret Lakes Bouleverd Suit 250City Kenneesaw State Ga Zip 30144Home PhoneBusiness phone (770) 792-3600
  32.
    
    SUCCESSORS AND ASSIGNS:
  33.
    
    QUIET ENJOYMENT:
  34.
    
    BROKERS:
  9




---



##### 



20




---



##### 



WITNESSES:
    
    
    
    LANDLORD:FTL/ED PLANTATION LTD.,a Florida limited partnershipby and through its authorized agent,STILES CORPORATION/s/ [ILLEGIBLE]
    
    
    
    By
    
    /s/ Roceo Ferrera/s/ [ILLEGIBLE]
    
    
    
    
    
    Roceo Ferrera, Vice President
 th
 WITNESSES:
    
    
    
    TENANT:ASSET MANAGEMENT OUTSOURCING, INC/s/ [ILLEGIBLE]
    
    
    
    By
    
    /s/ James Whalen/s/ [ILLEGIBLE]
    
    
    
    
    
    James Whalen Chief Financial Officer
 21




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##### 



1.
    
    Commencing on the first (lst) anniversary of the Lease Term, and each anniversary thereafter,
Tenants base rent shall increase three (3%)percent annually, computed on the base rental of the previous Lease
Year.2.
    
    Controllable operating expenses reimbursed by Tenant pursuant to the lease shall not increase by
more than four percent (4%) per year over the previous years
actual controllable operating expenses
cumulative during the term controllable operating expenses shall be defined as all
operating expenses other than common area utilities real estate taxes
and insurance.3.
    
    In the event Bays 21 or 218 become available for lease and Tenant notifies Landlord that
it desires to lease either Bay Landlord agress to negotiate with
Tenant in good faith for the lease of such space.4.
    
    Landlord will be responsible for all buildout costs and
expenses pursuant to the plans
mutually agreed id by Landlord and Tenant and
further defined in the attached work letter (Rider #6) and the attached space plan.
Tenant will be responsible to reimburse Landlord of all costs associated with 1) wiring the
main floor. 21 one half the cost of a separated upgraded fire system for the computer
room and 3) write boards as Specified in Rider #5. Tenants reimoursement will be
received prior to work commencement. Tenant shall have the ngnl to recommend
specifice Sub-contractors for the performance of the following provided however
Landlord or its General Contactor shall have the right to approve such sub -contactors
which approval shall not be unrasonably withheld.5.
    
    Landlord shall provide Tenant with the use of four (4) non-exclusive Darking spaces adiacent
to the subject premises as per Rider #5.
Furthermore at Tenants expense Tenant may install standard parking signs or
paint parking
stuos designaing the determined four (4) spaces as Tenant reserved space. In no event
will Landlord the required to enforce desiganated parking within the Center. In the
event all parking spaces as described in the parking plan are taken Tenant may park in
the areas marked as overflow parking in no event will Tenant be required to entire
parking.
 22




---



##### 



two(2)_ five (5)
  23




---



##### 








---



##### 



25




---



##### 








---



##### 



1)
    
    Landlord, at Landlord expense, shall complete the following work
(Landlords Work) according to the space plan attached hereto as Rider #7using Building
Standard Materials.
 
    
    All necessary demolition, trash haul, and clean up
 
    
    HVAC installation and servicing
 
    
    Framing as specified in space plan
 
    
    Replace or renovate all ceiling tiles
    
    Replace all flooring including carpeting and tile where needed.
 
    
    Provide bathrooms per plans and to code
 
    
    All doors, frames, and hardware
 
    
    Cabinetry
 
    
    Glazing
 
    
    Painting
    
    Plumbing
 
    
    Electrical including all lighting upgrades and emergency signs
 
    
    Fire Sprinklers, extinguishers, smoke alarms in accordance with currant City
of Plantation code.
 
    
    Canvas awnings at entrances
 
    
    Refurbish existing speaker system to good working condition
 
    
    Architectural/Engineering Services
 
    
    Permit and permit processing
 
    
    General Labor and Construction of premises
 
    
    All build-out will be of professional office quality and to current code
  
    
    Duplex receptacle, (1) phone jack, (1) data
receptacle to each work station (wiring of main floor)
    
    One half the cost of a separated upgraded fire system for the computer room
    
    Whiteboards in training rooms
   4)
    
    Delay By Tenant. If substantial completion of the Premises by Landlord is delayed
due to any one or more of the following, then the Premises shall be deemed ready for occupancy
on the date it would have been




---



##### 



ready, but for such delay, and Rent shall commence as of such earlier date. Any changes to
space plan after execution of the Lease shall be subject to Landlords approval, and
furthermore, Tenant shall pay for any extra costs that may incurred by Landlord which are
caused by the changes so requested by Tenant.
 (A)
    
    Tenants failure to furnish, approve, or authorize any plans in
accordance with the Critical Path attached hereto as Rider 7 or other
time periods/limits set forth herein;(B)
    
    Tenants delay or failure in submitting to Landlord any information,
authorization, or approvals in compliance within the time limits set
forth in the Critical Path, including, without limitation, any information
required to prepare plans;(C)
    
    Changes in or additions to plans as requested by Tenant resulting in a
delay beyond the dates set forth in the Critical Path;(D)
    
    The performance or completion of any work in the Premises by
Tenant or any person, firm for corporation employed by Tenant;(E)
    
    Tenants request for materials, components, finishes or improvements
which are not available in commercially reasonable time given the
anticipated date of substantial completion of the Premises by Landlord
as set forth herein;(F)
    
    Tenants failure to pay, when due, any amounts required to be paid by
Tenant pursuant to this Lease;(G)
    
    Tenants failure to comply with all federal, stale, or local laws or
regulations, including without limitation, all codes and ordinances;(H)
    
    Tenants request for additional bidding or rebidding of the cost of all or
a portion of the completion of the Premises beyond the dates set forth
in the Critical Path;(I)
    
    Changes or postponements requested by Tenant to the work
being
completed;(J)
    
    Any error in plans or other documents caused by Tenant, or its
employees or agents; and(k)
    
    Any other act or omission of Tenant, or its
employees or agents
which, in Landlords reasonable opinion, will result in delays beyond
the dates set forth in the Critical Path;
 5)
    
    Acceptance of Premises . Tenant acknowledges that Landlord
has not made any
representatives or warranties with respect to the condition of the Premises and neither
Landlord nor any assignee of Landlord shall be liable for any latent defect therein. The
taking of possession of the Premises by Tenant shall be conclusive evidence that the Premises
were in good and satisfactory condition at the time such possession was taken, except for the
minor insubstantial details of which Tenant gives landlord notice within thirty (30) days
after the Commencement Date. If Landlord shall give Tenant occupancy shall be deemed to be
upon all the terms, covenants, conditions, and provisions of this Lease, including the
execution of an Estoppel certificate.




---



##### 



TASK NAME
    
    DAYS
    
    START DATE
    
    
    

    FINISH DATE1 Lease Execution
    
    15 days
    
    01-Jan
    
    15-JanPREPARATION OF DRAWINGS2 Final Space Plan Approval
    
    9 days
    
    05-Jan
    
    14-Jan3 Architectural Drawings by LL
    
    21 days
    
    18-Jan
    
    08-Feb4 Pricing of Tenants expenses
    
    21 days
    
    18-Jan
    
    08-Feb5 Approval of Tenants expense
    
    0 days
    
    
    
    09-FebPERMITTING & CONSTRUCTION6 City of
Plantation Permit Review
    
    21 days
    
    09-Feb
    
    02-Mar7 Building Permit Issuance
    
    3 days
    
    02-Mar
    
    05-Mar5 Construction of Improvements
    
    75 days
    
    05-Mar
    
    20-May9 Certificate of Occupancy
    
    
    
    
    
    approx. May 20




---



##### 



(a)
    
    Costs of decorating, redecorating, or special cleaning or other services not
provided on a regular basis to tenants of the building with the exception of decorative
banners in the parking lot:(b)
    
    Wages, salaries, fees and fringe benefits paid to executive personnel or
officers or partners of Landlord;(c)
    
    Any charge for depreciation of the building or equipment and any interest
or other financing charge;(d)
    
    Any charge for Landlords income, taxes, excess profit taxes, franchise
taxes or similar taxes on Landlords business;(e)
    
    All costs relating to activities for the solicitation and execution of leases of
space in the building;(f)
    
    All costs and expenses of operating the garage space and commercial space in the
building;(g)
    
    All costs for which Tenant or any other tenant in the building is being charged
other than pursuant to the operating expense clauses;(h)
    
    The cost of any electric current furnished to the premises or any rentable area of the
building for purposes other than the operation of building equipment and machinery and parking
lot and the lighting of public toilets, stairways, shaftways, common area and parking lot
lighting, walkway for exterior walkway, and building machinery or fan rooms;(i)
    
    The cost of correcting defects in the construction of the building or in the building
equipment, except that conditions (not occasioned by construction defects) resulting from
ordinary wear and tear will not be deemed defects for the purpose of this category;(j)
    
    The cost of any repair made by Landlord because of the total or partial destruction
of the building or the condemnation of a portion of the building;(k)
    
    Any increase in insurance premium to the extent that such increase is caused or
attributable to the use, occupancy or act of another tenant;(I)
    
    The cost of any items for which Landlord is reimbursed by insurance or otherwise
compensated by parties other than tenants of the building pursuant to clauses similar to this
paragraph;(m)
    
    The cost of any additions or capital improvements to the building subsequent
to the date of original construction over and above a reasonable amortization of
same;
 (STRIKE THROUGH)
 (o)
    
    Any operating expense representing an amount paid to related
corporation, entity or person which is in excess of the amount which would be paid in the
absence of such relationship for similar quality service.




---



##### 



(p)
    
    The cost of any work or service performed for or facilities furnished to any tenant of the
building to a greater extent or in a manner more favorable to such tenant than that performed
for or furnished to Tenant;
 (q)
    
    The cost of alterations of space in the building leased to other tenants;
 (r)
    
    The cost of overtime or other expense to Landlord in curing its defaults or performing work
expressly provided in this lease to be borne at Landlords expense;
 (s)
    
    Capital improvements or expenditures incurred to reduce operating expenses shall be
included in operating expenses to the lesser of the annual amortized amount of said
improvements or expenditure (over the useful life of the improvement
or item or the actual
savings; and
 (t)
    
    Ground rent or similar payments to a ground lessor;
 (u)
    
    The cost of removal, abatement or treatment of asbestos or any other hazardous substance
or gas;




---



##### 



1.
    
    Inheritance Taxes2.
    
    Gift Taxes3.
    
    Transfer Taxes4.
    
    Franchise Taxes5.
    
    Excise Taxes6.
    
    Net Income Taxes7.
    
    Profit Taxes(STRIKE THROUGH)9.
    
    Late Payment Charges and Penalties(STRIKE THROUGH)




---



##### 



FIRST AMENDMENT TO LEASE AGREEMENT
 THIS
FIRST AMENDMENT TO LEASE AGREEMENT th ,
 W I T N E S S E T H:
 WHEREAS
 WHEREAS
 NOW,
THEREFORE
 1.
    
    The square footage of the Premises is hereby deemed to be 34,222 square feet as
depicted on the Site Plan attached hereto as Exhibit A.2.
    
    Notwithstanding anything contained in the Lease to the contrary, the term of the
Lease shall be for approximately eight (8) years commencing upon receipt of a
Certificate of Occupancy for the Premises which is anticipated to be on or about
November 1, 1999, and shall expire on the last day of the ninety sixth (96th)
month thereafter. In the event Landlord is delayed in completing the Premises as
a result of any changes to the space plan attached hereto by reference as Exhibit
B, this Lease and Tenants payment of Rent shall commence as of such earlier
date. Furthermore, any such changes shall be subject to Landlords approval and
Tenant shall pay for any extra costs that may be incurred by Landlord in
connection therewith. If the Premises are not substantially complete as evidenced
by receipt of a Certificate of Occupancy (or temporary Certificate of Occupancy in
lieu thereof) by December 1, 1999, due solely to circumstances within Landlords
control, Tenant shall receive a penalty equivalent to two (2) days abatement of Rent
for each day from and after December 1, 1999 until the date the Premises are
substantially complete.3.
    
    In addition to operating an insurance claims office as set forth in Section 4A of the
Lease, Tenant may use the Premises for other general office use related to the
insurance or collection industry.4.
    
    Notwithstanding anything contained in Rider No. 2 to the contrary, provided Tenant
has not been in default under any of the terms or conditions contained in the Lease,
as amended, Tenant shall have the option to renew the Lease for one (1) additional
term of three (3) years (the First Renewal Term) and one (1) additional term of
five (5) years (the Second Renewal Term). The Base Rent during each year of
each renewal term shall increase by three (3%) percent over the prior years Base
Rent. Tenant shall exercise either option to renew by providing Landlord with not
less than six (6) months written notice prior to the expiration of the Term of the
Lease, or the First Renewal Term, as the case may be.5.
    
    Notwithstanding anything contained in the Lease to the contrary, pursuant to that certain
Declaration of Restrictive Covenants dated April 6, 1999 as recorded in the Public Records
of Broward County, Florida (the Declaration), a copy of which is attached hereto as
Exhibit C, Tenants employee parking shall be primarily confined those parking spaces
contained within the Primary Parking




---



##### 



Area as indicated on Exhibit D attached hereto. Tenants employees shall have the right
during certain periods of overlapping shifts (provided no parking is available in the
Primary Parking Area) to park in the Overflow Parking Area depicted on Exhibit D
attached hereto on a non-exclusive basis. Landlord hereby agrees to clearly identify the
Overflow Parking Area for use by Tenants employees and Tenant acknowledges that any
violation of the foregoing or any violation of the terms or conditions of the Declaration
shall constitute a material breach of this Lease.6.
    
    Landlord hereby warrants the HVAC, plumbing and electrical work performed in
accordance with the approved Space Plan for a period of one (1) year following
the Commencement Date of the Lease.7.
    
    Notwithstanding anything contained in Section 24D of the Lease to the contrary,
in the event Landlord has not received Tenants Base Rent, Additional Rent or any
other sum due by Tenant hereunder as of the tenth (10th) day following the due
date therefor, Landlord shall so notify Tenant in writing, and Tenant shall be in
default under the Lease if such payment has not been received by Landlord on or
before the fifteenth (15th) day thereafter.8.
    
    Notwithstanding anything contained in Section 24H of the Lease to the contrary,
the sale or transfer of fifty (50%) percent or more of the stock or assets of Tenant
shall not constitute a default under the Lease provided Tenant notifies Landlord in
writing of the occurrence of such transaction (which notification shall include the
financial statement of the surviving entity), and provided the surviving entity
assumes all of the obligations of Tenant under the Lease.9.
    
    Landlord hereby agrees to replace Tenants security deposit currently being held
by Landlord in the amount of $40.545.00 with a surety or performance bond, or
an irrevocable Latter of Credit for the same amount, drawn on a bank or financial
institution, and upon terms and conditions acceptable to Landlord.
   
 TENANT(SEAL)
    
    ASSET MANAGEMENT
OUTSOURCING, INC./s/ Cynthia Mclucas
    
    /s/James Whalen

James Whalen,Chief Financial OfficerLANDLORDFTL/ED PLANTATION, LTD.by and through authorized agents,Stiles Corporation/s/ Amy Scott/s/ Beett Stepelton
    
    /s/ Rocco FerreraRocco Ferrera, Vice President




---



##### 



Description
of Premises




---



##### 








---



##### 








---



##### 



EXHIBIT C
  Name:
    
    Richard G. Coker, Jr., EsquireAddress:
    
    1318 Southeast 2nd AvenueFort Lauderdale, FL 33316Telephone: (954) 761-1404
 DECLARATION OF RESTRICTIVE COVENANTS
  W I T N E S S E T H:




---



##### 



(a)
    
    That the AMO space will contain no more than 291 workstations
within the Office Space as that term is defined in Ordinance No. 2156.(b)
    
    That parking for the employees of AMO shall primarily be confined
to the Primary Parking Area and that the Owner will implement a
method of monitoring AMO employee parking to assure that employee
parking is predominantly occurring in the Primary Parking Area. It is
recognized that during certain periods of overlapping shifts, AMO
employees will park outside of the Primary Parking Area to the extent
reasonably necessary.(c)
    
    That at all times, there will be no less than 265 parking
spaces allocated for use by AMO, though such parking may be legally
non-exclusive, exclusive parking will be encouraged by appropriate signage
and other communication.
    2




---



##### 



Owner:
    
    FTL/ED PLANTATION LTDC/O STILES CORP.6400 N. Andrews Ave.FT Land, FL 33309Tenant:
    
    Asset Management Outsourcing Inc.1825 BARRETT LAKES BLVDSUITE 250Kennesaw, 6A 30144City:
    
    MayorCity of Plantation400 Northwest 73rd AvenuePlantation, FL 33317With a copy to:
    
    Building & Zoning DirectorCity of Plantation400 Northwest 73rd AvenuePlantation, FL 33317
  Amendment and Modification
 Term of Covenant as
 Severability
 3




---



##### 



Recording
 Effective Date
 th
 Signed, sealed and delivered in the
presence of:
    
    FTL/ED PLANTATION LTD.,
a FloridaLimited Partnership.By: FTL/PLANTATION, INC., a Floridacorporation, General Partner/s/ [ILLEGIBLE]
    
    By:

    /s/ Rocco FerreraSignature
    
    
    
    Signature/s/ [ILLEGIBLE]Printed NamePrinted Name:
    /s/ Rocco
FerreraTitle: Vice PresidentDate: April 6, 1999/s/ [ILLEGIBLE]Signature/s/ Michael FriedmanPrinted NameSTATE
OF FLORIDA        :: SS.COUNTY OF BROWARD :
  th
 /s/ Judith Louise Sharmansignature of Notary or OfficerNotarial Seal (stamped in black ink)ORJudith Louise SharmanCommission # CC 798149(SEAL)               Expires FEB, 1, 2003BONDED THRUATLANTIC BONDING CO., INC.Printed Name of Notary PublicState of Florida Commission Number:
 4




---



##### 



Signed, sealed and delivered in the
presence of:
    
    ASSET MANAGEMENT
OUTSOURCING, INC.By:
    /s/ Rudolph R. Braccili Jr.
    SignatureStuart Montac
    
    Printed Name: Rudolph R. Braccili Jr.Signature
    
    Title: Division PresidentDate: APRIL 6, 1999Stuart Montac

Printed Name/s/ Stuart Montac

Signature/s/ Michael Friedman

Printed NameSTATE
OF FLORIDA        :: SS.COUNTY OF BROWARD :
  th
 /s/ Bette Greenberger Dabachsignature of Notary or OfficerNotarial Seal (stamped in black ink)ORBette Greenberger Dabach(SEAL)        My Commission CC714709Expires March 22, 2007Printed Name of Notary PublicState of Florida Commission Number:
 5




---



##### 



th
 AMENDMENT TO  DECLARATION OF RESTRICTIVE COVENANTS
   th
    1.
    
    Paragraphs 5, 7 and 8 of the Declaration is hereby replaced as follows.
  Owner:
    
    GEHR Development Florida LLC1900 NW Corporate BoulevardSuite 300 WestBoca Raton, FL 33431Tenant:
    
    7001 Peachtree Industrial Blvd,Suite 320Norcross, GA 30092Subtenant:
    
    United States Pharmaceutical Group, LLCd/b/a NationsHealth13650 NW 8th Street Suite 109Sunrise, FL 33325City:
    
    MayorCity of Plantation400 Northwest 73rd AvenuePlantation, FL 33317With a copy to:
    
    Director of Planning, Zoning and Economic DevelopmentCity of Plantation400 Northwest 73rd AvenuePlantation, FL 33317
 1




---



##### 



Amendment and Modification.
 Term of Covenant.
 2.
    
    Modified, the parties confirm and ratify the Declaration
  Owner:
  By:
    /s/ Norbert GehrPrint:  Norbert GehrAs its: President STATE OF California
    
    
    ))
    
    
    ss:COUNTY OF Los Angeles
    
    
    )
 N/A
 WITNESS
 Sign: /s/ Dennis M. NishidaPrint: Dennis M. NishidaMy Commission Expires: April 10, 2007 AMO:
  By:
    /s/ Scott J. TsanosPrint:  Scott J. TsanosAs its: Vice-President, CFO STATE OF Georgia
    
    
    ))
    
    
    ss:COUNTY OF Cherokee
    
    
    )
 2




---



##### 




 WITNESS
 Sign: /s/ Lenita B. CokerPrint: Lenita B. CokerMy Commission Expires: September 10, 2007 Subtenant:
  By:
    /s/ Lewis P. StonePrint:       Lewis P. StoneAs its:      CIO Drivers License
 WITNESS
 Sign: /s/ Carmen MaesteguiPrint: Carmen MaesteguiMy Commission Expires: July 10, 2006ATTEST
    
    CITY OF PLANTATION, a FloridaMunicipal Corporation/s/ Susan K. Slattery
    
    By: /s/ Rae Carole ArmstrongSusan Slattery, City Clerk
    
    Rae Carole Armstrong, Mayor
 STATE OF FLORIDA
    
    
    )
)
    
    
    ss:COUNTY OF BROWARD
    
    
    )
  WITNESS
 Sign: /s/ Jeanne M. InginoPrint: Jeanne M. InginoMy Commission Expires: February 7, 2009 3




---



##### 



EXHIBIT D




---



##### 



EXHIBIT B




---



##### 








---



##### 



EXHIBIT C




---



##### 



GAS599.SIF
    
    CUSTOMERS
    
    5-18-1999AMO GENERAL ACCOUNTS SERVICE  REV. 5-18-99
    
    10:14:26
 #
    
    Mfg
    
    Qty
    
    Part#
    
    Description /Options
    
    Unit
    
    Extended1
    
    HAE
    
    
    5
    
    
    SPCL-0070
    
    SPECIAL WORK SURFACE 108" X 30"
    
    
    228.00
    
    
    
    1368.002
    
    HAE
    
    
    26
    
    
    SPCL-0155
    
    SPECIAL WORK SURFACE 62" X 30"
    
    
    179.70
    
    
    
    4672.203
    
    HAE 9-2X2-6
    
    
    6
    
    
    SPCL-8028
    
    SPECIAL WORK SURFACE
110" X 30"
    
    
    203.70
    
    
    
    1222.204
    
    HAF
    
    
    2
    
    
    HTR-0030
    
    ROUND TABLE 30"
    
    
    116.10
    
    
    
    232.205

    
    HAF
    
    
    1
    
    
    HTR-0042
    
    ROUND TABLE 42"
    
    
    144.90
    
    
    
    144.906
    
    HAF
    
    
    4
    
    
    HTRG-3060
    
    RECTANGULAR CONFERENCE TABLE 30" X 60"
    
    
    130.20
    
    
    
    760.807
    
    HAF
    
    
    13
    
    
    HTRG-3072
    
    RECTANGULAR CONFERENCE TABLE 30" X 72"
    
    
    201.80
    
    
    
    2620.808
    
    HAF
    
    
    8
    
    
    HTRG-3872
    
    RECTANGULAR CONFERENCE TABLE 36" X 72"
    
    
    223.20
    
    
    
    1785.609
    
    HAJ
    
    
    8
    
    
    LSET-3
    
    STANDARD LOCK PLUG & KEY LOCK SET (QTY 3)
    
    
    0.00
    
    
    
    0.0010
    
    HAK
    
    
    8
    
    
    4TWP-2
    
    TACTICS, POWER SPHERE FOR TWO OUTLETS
    
    
    88.20
    
    
    
    705.6011
    
    HAN
    
    
    1
    
    
    NFBL-2448
    
    BRIDGE  LAMINATE TOP, DESK
HGT 24" X 48"
    
    
    238.50
    
    
    
    238.5012
    
    HAN
    
    
    1
    
    
    NFDL-2472-1JL
    
    PEDESTAL DESK  LAMINATE TOP
24" X 72"
    
    
    628.05
    
    
    
    628.0513
    
    HAN
    
    
    6
    
    
    NFDL-3072-1HL
    
    PEDESTAL DESK  LAMINATE TOP 30"X72"
    
    
    895.89
    
    
    
    4175.3414
    
    HAN
    
    
    8
    
    
    NFDL-3072-1HR
    
    PEDESTAL DESK  LAMINATE TOP
30" X 72"
    
    
    595.89
    
    
    
    5567.1215
    
    HAN
    
    
    7
    
    
    NFRL-2448-1JL
    
    RETURN, DESK HEIGHT, LAMINATE 24" X 48"
    
    
    469.58
    
    
    
    3287.0616
    
    HAN
    
    
    6
    
    
    NFRL-2448-1JR
    
    RETURN, DESK HEIGHT, LAMINATE 24" X 48"
    
    
    469.58
    
    
    
    2817.4817
    
    HAN
    
    
    1
    
    
    NFUS-3372
    
    VERTICAL STORAGE STEEL DOOR 34" X 72"
    
    
    741.47
    
    
    
    741.4718
    
    HAN
    
    
    1
    
    
    NTL-80-T
    
    TASK LIGHT  80"
    
    
    99.11
    
    
    
    99.11
  Page 1




---



##### 



GAS599.SIF
    
    CUSTOMERS
    
    5-19-1999AMO  GENERAL ACCOUNTS SERVICE  REV. 5-18-99
    
    10:14:26
 #
    
    Mfg
    
    Qty
    
    Part#
    
    Description / Options
    
    Unit
    
    Extended19
    
    HAP
    
    
    85
    
    
    2371-7701
    
    TOP CAP 180 DEGREE
    
    
    1.50
    
    
    
    127.5020
    
    HAP
    
    
    30
    
    
    BFM-1-B
    
    BASE FEED MODULE, HARDWIRE
    
    
    43.50
    
    
    
    1305.0021
    
    HAP
    
    
    28
    
    
    BFM-6-B
    
    BASE FEED MODULE CONCEALED
    
    
    45.60
    
    
    
    1276.8022
    
    HAP
    
    
    55
    
    
    HFPC-0044
    
    CURVED FABRIC FINISH POST 44"
    
    
    19.80
    
    
    
    1089.0023
    
    HAP
    
    
    8
    
    
    HFPC-0064
    
    CURVED FABRIC FINISH POST 64"
    
    
    22.20
    
    
    
    177.6024
    
    HAP
    
    
    28
    
    
    HFPS-0044
    
    STRGHT FABRIC FINISH POST 44"
    
    
    17.70
    
    
    
    495.6025
    
    HAP
    
    
    6
    
    
    HFPS-0050
    
    STRGHT FABRIC FINISH POST 50"
    
    
    18.90
    
    
    
    113.4026
    
    HAP
    
    
    2
    
    
    HFPS-0064
    
    STRGHT FABRIC FINISH POST 64"
    
    
    20.10
    
    
    
    40.2027
    
    HAP
    
    
    18
    
    
    HFPS-0082
    
    STRGHT FABRIC FINISH POST 82"
    
    
    22.80
    
    
    
    410.4028
    
    HAP
    
    
    8
    
    
    HMN-2464
    
    STRAIGHT PANEL, NON-ACOUSTICAL NO
POWER  24" X 64"
    
    
    142.80
    
    
    
    1142.4029
    
    HAP
    
    
    280
    
    
    HMN-3044
    
    STRAIGHT PANEL, NON-ACOUSTICAL NO
POWER  30"  X 44"
    
    
    156.90
    
    
    
    43932.0030
    
    HAP
    
    
    8
    
    
    HMN-3664
    
    STRAIGHT PANEL, NON-ACOUSTICAL NO
POWER  36"  X 64"
    
    
    176.70
    
    
    
    1413.6031
    
    HAP
    
    
    8
    
    
    HMN-4864
    
    STRAIGHT PANEL, NON-ACOUSTICAL NO
POWER  48"  X 64"
    
    
    200.10
    
    
    
    1500.8032
    
    HAP
    
    
    29
    
    
    HMP-3044
    
    STRAIGHT PANEL, NON-ACOUSTICAL
POWER  30"  X 44"
    
    
    195.30
    
    
    
    5683.7033
    
    HAP
    
    
    4
    
    
    HMP-3064
    
    STRAIGHT PANEL, NON-ACOUSTlCAL
POWER  30"  X 64"
    
    
    200.70
    
    
    
    802.8034
    
    HAP
    
    
    4
    
    
    HMP-4264
    
    STRAIGHT PANEL, NON-ACOUSTlCAl
POWER  42"  X 64"
    
    
    229.20
    
    
    
    916.80
  Page 2




---



##### 



GAS599.SIF
    
    CUSTOMERS
    
    5-19-1999AMO  GENERAL
ACCOUNTS SERVICE  REV. 5-18-99
    
    10:14:26
 #
    
    Mfg
    
    Qty
    
    Part #
    
    Description / Options
    
    Unit
    
    
    Extended35
    
    HAP
    
    
    135
    
    
    HMP-5450
    
    STRAIGHT PANEL NON-ACOUSTICAL POWER
- 54" X 50"
    
    
    249.90
    
    
    
    33736.5036
    
    HAP
    
    
    8
    
    
    HTL-0036-T
    
    TASK LIGHT 36"
    
    56.10
    
    
    
    446. 8037
    
    HAP
    
    
    1
    
    
    HWSP-3029-L
    
    WORK SURFACE SUPPORT PANEL 30"
    
    
    91. 80
    
    
    
    91. 8038
    
    HAP
    
    
    1
    
    
    HWSP-3029-R
    
    WORK SURFACE SUPPORT PANEL 30"
    
    
    91.80
    
    
    
    91.8039
    
    HAP
    
    
    105
    
    
    PCSS-3-B
    
    STRAIGHT SPAN POWER CONNECTOR
    
    
    22.50
    
    
    
    2362.5040
    
    HAP
    
    
    35
    
    
    PRD-3-B
    
    DUPLEX RECEPTACLES (BOX OF 6)
    
    
    31.20
    
    
    
    1092.0041
    
    HAP
    
    
    48
    
    
    PRDI-5-B
    
    POWER RECEPTACLE  IGR DUPLEX
(BOX OF 6)
    
    
    33.00
    
    
    
    1584.0042
    
    HAP
    
    
    4
    
    
    WC-6
    
    WIRE CHANNEL 72"
    
    4.80
    
    
    
    19.2043
    
    HAP
    
    
    8
    
    
    WS-4224
    
    REGULAR WORK SURFACE 42" X 24"
    
    
    87.30
    
    
    
    898.4044
    
    HAP
    
    
    6
    
    
    WS-630
    
    REGULAR WORK SURFACE 72" X 30"
    
    
    154.80
    
    
    
    1238.4045
    
    HAP
    
    
    1
    
    
    WST-530
    
    REGULAR WORK
SURFACE      TOP ONLY  60" X 30"
    
    
    100.50
    
    
    
    100.5046
    
    HAP
    
    
    243
    
    
    WST-5430
    
    REGULAR WORK SURFACE      TOP ONLY  54" X 30"
    
    
    92.10
    
    
    
    22380.3047
    
    HAS
    
    
    42
    
    
    1200-2100
    
    COMFORTO SYS 12 STACK CHAIR,
    
    
    63.00
    
    
    
    2646.0048
    
    HAS
    
    
    8
    
    
    M211-1141
    
    MB SYNC, PNEU/BK-LCK" POLY SHELL MOLDED ARMS, HARD
CASTERS
    
    
    267.12
    
    
    
    2136.9649
    
    HAS
    
    
    87
    
    
    M600-2110
    
    4-LEG. STACKER,ARMS,POLY OUTER
    
    
    120.12
    
    
    
    10450.4450
    
    HAS
    
    
    2
    
    
    MTR1-20-2
    
    ROUND OCCASIONAL TABLE,
20", LAMINATE,PVC
    
    
    140.70
    
    
    
    281.4051
    
    HAW
    
    
    8
    
    
    FDRF-42
    
    REG. FLIPPER DOOR  FABRIC
42"
    
    
    92.10
    
    
    
    736.8052
    
    HAW
    
    
    8
    
    
    SRS-42
    
    REGULAR SHELF 42"
    
    
    44.40
    
    
    
    355.20
 Quality Office Furniture, Pompano
    
    Page 3




---



##### 



GAS599.SIF
    
    CUSTOMERS
    
    5-19-1999AMO  GENERAL
ACCOUNTS SERVICE  REV. 5-18-99
    
    10:14:26
 #
    
    Mfg
    

    Qty
    
    
    Part #
    
    
    Description / Options
    

Unit
    
    
    Extended53
    
    HON
    
    
    267
    
    
    
    26723H
    
    
    FREESTANDING BOX/BOX/FILE PEDESTAL
    
    
    117.00
    
    
    
    33579.0054
    
    HON
    
    
    5
    
    
    
    518372
    
    
    72"W X 19"D RADIUS EDGE FILE TOP
    
    
    136.00
    
    
    
    680.0055
    
    HON
    
    
    250
    
    
    
    6601
    
    
    TASK CHAIR WITH SWIVEL ONLY  BACK HEIGHT
ADJUST, PNEUMATI
    
    
    130.00
    
    
    
    37570.0056
    
    HON
    
    
    10
    
    
    
    882L
    
    
    36"W 2 DRAWER LATERAL FILE
    
    
    255.60
    
    
    
    2556.0057
    
    HON
    
    
    14
    
    
    
    885L
    
    
    5 HI LATERAL FILE- 36"
    
    
    466.50
    
    
    
    6531.00
 TotalsCustomer $ 252,941.03
   
[plus applicable sales tax]
 Quality Office Furniture, Pompano
    
    Page 4




---



##### 



EXHIBIT D




---



##### 








---



##### 



WITNESSES:
    
    TENANT:ASSET MANAGEMENT OUTSOURCING,
INC., a Delaware corporation/s/
Nancy E. CooperPrint Name:               Nancy E. CooperBy:
/s/ Scott J. Tsanos/s/
Lenita B. Coker
Print Name:               Lenita B. Coker
    
    Name Typed: Scott J. Tsanos
Title: Vice-President  CFOSUBLESSEE:UNITED STATES PHARMACEUTICAL
GROUP, LLC, a Delaware limited liability
company/s/
Ivette Furtado
Print Name:               Ivette FurtadoBy:
/s/ Tim Fairbanks/s/
Chris Drew
Print Name:                Chris Drew
    
    Name Typed: Tim Fairbanks
Title: CFO




---



##### 



WITNESSES:
    
    LANDLORD:GEHR DEVELOPMENT FLORIDA LLC, aDelaware limited liability company/s/
Debbie L. Garnett
Print Name:   Debbie L. GarnettBy:
/s/ Norbert Gehr/s/
Joann R. Soman
Print Name:   Joann R. Soman
    
    Print
Name:   Norbert Gehr
Title: President