# **Exhibit10(f)**

 

# **LEASE**

 

THIS LEASE is made on the 22nd day of September,2005, by Gulfcoast Property No. 1, LLC, a Florida limited liabilitycompany, (Landlord), and Peek Traffic Corporation, a Delaware corporation,(“Tenant”).

 

## **ARTICLE I**

## **Summary of Lease Provisions**

 

**Section 1.01****                                       ****Basic Data.**

 
| (a)    | Landlord’s                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                    |
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|   | Address:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 1200 1st Avenue West, Suite 200, Bradenton, FL 34205                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                    |
| (b)    | Tenant’s                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                    |
|   | Address:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 2511 Corporate Way, Palmetto, FL                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                    |
| (c)    | Premises Address:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 2511 Corporate Way, Palmetto, FL                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                    |
| (d)    | Tenant’s Trade Name:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Intentionally Omitted                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                    |
| (e)    | Lease Term:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Thirty-nine (39) months from Commencement Date under  Section 2.03(a), with one (1) option to renew for an additional  term of two (2) years under Section 2.03(e). |
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| (f)    | Permitted Use                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                    |
|   | of Premises:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Offices, Light Manufacturing, Indoor Assembly, and Distribution.                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                    |
| (g)    | Guarantor:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Quixote, Corp., as per Guaranty Agreement attached as Exhibit D.                                                                                                                   |
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| (h)    | Base Rent:                             For  the term of October 1, 2005 through December 31, 2005, if any,  Tenant shall pay Base Rent in the amount of $25,760.00 per month with the  first installment due upon execution of this Lease and the remaining  installments being due on the first day of each month thereafter. Commencing  January 1, 2006, the Base Rent shall be $8.15 per square foot, resulting  in a total base rent of $326,000.00 per annum, based upon a 40,000 square  foot Premises as depicted in Exhibit A hereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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| (i)    | Percentage Annual Adjustment to Base Rent: Starting on  January 1, 2007, the base rent shall be increased on an annual basis on  each January 1st thereafter by the percentage, if any, of  increase in the Consumer Price Index as of such date of adjustment over that  which existed one (1) year preceding the date of adjustment provided,  however, that said increase shall not be less than three percent (3%) or more  than five percent (5%) of the previous year’s Base Rent. Such increase shall  be determined by Landlord who shall notify Tenant thereof. Tenant shall, upon  notice and request by Landlord, pay the increase commencing upon the  adjustment date. Thereafter, the increase shall be payable equally with the  regular rental payments. In the event of a decrease in the Consumer Price  Index, there shall be no reduction in the rent from the previous year.  “Consumer Price Index” shall mean the Consumer Price Index as now published  by the U.S. Bureau of Labor Statistics under the caption “United States City  Average for Urban Wage Earners and Clerical Workers All Items” 1982-84 = 100.  If the manner in which the Consumer Price Index as determined by the Bureau  of Labor Statistics shall be substantially revised (including, without  limitation, a change in the base index year) and adjustment shall be made by  Landlord in such revised index which would produce results equivalent, as  nearly as possible, to those which would have been obtained if the Consumer  Price Index had not been so revised. If the Consumer Price Index shall become  unavailable to the public because publication is discontinued or otherwise, or  if equivalent data is not readily available to enable Landlord to make the  adjustment referred to in the preceding sentence, Landlord will substitute  therefore a comparable index based upon changes in the cost of living or  purchasing |

 

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|   | power of the consumer dollar published by any other governmental  agency or if no such index shall be available, then a comparable index  published by a major bank or other financial institution or by a University  or a recognized financial publication.                                                        |
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| (j)    | Operating Expenses: The costs of operating, maintaining, and  repairing the Building as more fully described in Section 3.05 and as  initially estimated in Exhibit E hereto.                                                                                                                              |
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| (k)    | Security Deposit: Three (3) months base rent consisting of  first, last, and one (1) additional month, plus applicable sales tax,  for a total amount of $86,796.50 to be paid as provided in Section 6.01.                                                                                           |
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| (l)    | Advance Rent: None                                                                                                                                                                                                                                                                                                   |
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| (m)    | Intentionally Omitted                                                                                                                                                                                                                                                                                                |
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| (n)    | Condition: Tenant is leasing the Premises in its current “AS-IS”  condition.                                                                                                                                                                                                                               |
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| (o)    | Signage: Tenant shall be allowed one (1) lighted building sign.  Tenant may install additional county approved signage on building at Tenant’s  expense, subject to Landlord’s approval. Landlord may install signage to  identify any 2nd floor tenant in accordance with Section 7.01  hereof. |

 

**Section 1.02****                           ****Exhibits and Addendum toLease.**

 

The Exhibits listed below are an integral part ofthis Lease and all of their terms are incorporated into this Lease.  Unless stated otherwise, in the event of aconflict between the terms and provisions of an Exhibit and terms andprovisions contained within the body of this Lease, the terms and provisions ofthe Exhibit shall control.

 
| Exhibit A - |   | Site Plan of Building and Premises – Parking Layout                                                                                                   |
|------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Exhibit B - |   | Declaration of Protective Covenants, Conditions, Easements and  Restrictions for Gulfcoast Corporate Park (delivered to Tenant prior to  execution hereof) |
| Exhibit C - |   | Rules and Regulations                                                                                                                                 |
| Exhibit D - |   | Guaranty Agreement                                                                                                                                         |
| Exhibit E - |   | Estimated Monthly Payments                                                                                                                                 |

 

**Section 1.03****                           ****Definitions.**

 

The following defined terms, in addition to thoselisted in Section 1.01, are used in this Lease.

 

(a)                                  Additional Rent.  Suchsums, charges and expenses, other than Base Rent, which are due under thisLease from Tenant to Landlord, including but not limited to those costsdescribed in Article III.

 

(b)                                 Alterations.  Tenant’s work, improvements,alterations or additions performed by Tenant.

 

(c)                                  Assessments.  Assessments due under theterms and provisions of the Declaration of Protective Covenants, Conditions,Easements, and Restrictions for Gulfcoast Corporate Park, which are proratedamong property owners on an acreage prorated basis as provided therein.  The current percentage portion of Assessmentsattributed to the Premises (Lots 20 AND 21 of GULFCOAST CORPORATE PARK, PHASE 2as per plat thereof recorded in Plat Book 37, Pages 82-86 of the PublicRecords of Manatee County, Florida) is 4.3% of the total Assessments, forGulfcoast Corporate Park.

 

(d)                                 Attorney’s Fees.  Allfees and costs of attorneys, accountants, experts, paralegals and similarpersons, whether or not suit is brought, including, but not limited to,appellate costs and expenses.

 

(e)                                  Base Rent.  The Base Rent as described inSection 1.01(h), as adjusted pursuant to Section 3.03 and otherprovisions of this Lease.

 

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(f)                                    Building.  The building and relatedimprovements situated on Lots 20 and 21, Gulfcoast Corporate Park, ManateeCounty, Florida.

 

(g)                                 Premises.  The Premises located at theaddress set forth in Section 1.01(c) and consisting of Lots 20 and21, Gulfcoast Corporate Park, Manatee County, Florida, together with allimprovements thereon.  The second floor officespace and the Common Areas in the Building shall not be part of the Premisesfor purposes of the space to be occupied by Tenant, but shall be included forpurposes of Premises’ Operating Cost as provided herein.

 

(h)                                 Premises’ Operating Cost.  Thetotal cost and expense for the entire Building as more fully described inSection 3.05, incurred in operating, maintaining, and repairing of thePremises and the Building.

 

(i)                                     Effective Date.  Thisinstrument becomes effective as a lease upon execution and delivery by bothLandlord and Tenant.  Submission of thisinstrument for examination does not constitute an offer, right of firstrefusal, reservation of or option for the Premises or any other space orpremises in, on or about the Building.

 

(j)                                     Event of Default.  Oneor more of the events described in Section 16.01.

 

(k)                                  Hazardous Materials.  Anyoil and petroleum products and their byproducts, asbestos, polychlorobiphenyls,hydrocarbon products and derivatives, flammable or explosive materials,radioactive materials, hazardous materials, hazardous wastes, biomedicalwastes, biological wastes, hazardous or toxic substances, or related materialsas defined under or regulated by any Legal Requirement, including withoutlimitation the following statues and regulations promulgated under theirauthority; 1) the Comprehensive Environmental Response, Compensation andLiability Act of 1980, as amended (42 U.S.C. Section 9601 et seq.); b) theHazardous Materials Transportation Act, as amended (49 U.S.C. Sections 1801 etseq.); c) the Resource Conservation and Recovery Act of 1976 as amended (42U.S.C. Sections 6901 et seq.); d) the Water Pollution and Control Act, asamended (33 U.S.C. 1317 et seq.); and e) Florida Statutes 403.703.

 

(l)                                     Intentionally Omitted

 

(m)                               Lease.  This Lease, including allExhibits and the Addendum, and any modifications to it which may from time totime be duly executed by the parties hereto.

 

(n)                                 Lease Term.  The term of this Lease, asprovided in Section 1.01(e), as modified by Section 2.03(d).

 

(o)                                 Lease Term Commencement Date.  Thedate upon which the Lease shall commence as provided in Section 2.03(a).

 

(p)                                 Lease Year.  Consecutive twelve calendarmonth periods commencing on the Lease Term Commencement Date as modified bySection 2.04

 

(q)                                 Legal Authority.  Anydomestic or foreign federal, state, county, municipal, or other government orgovernmental or quasi-governmental department, commission, board, bureau,court, agency, or instrumentality having jurisdiction or authority overLandlord, Tenant, and/or all or any part of the Premises.

 

(r)                                    Legal Requirement.  Anylaw, statue, code, rule, regulation, ordinance, order, judgment, decree, writ,injunction, franchise, permit, certificate, license (including any beer, wineor liquor license), authorization, registration, or other direction orrequirement of any Legal Authority, which is now or in the future applicable tothe Premises, including those not within the present contemplation of theparties.

 

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(s)                                  Rent (or rent). Payments, in legal currency of the United States of America, by Tenantto Landlord of the Base Rent, the Additional Rent, all applicable State andlocal sales tax, and all other payments owed by Tenant to Landlord inaccordance with the terms and conditions of this Lease

 

**ARTICLE II**

**Premises,Use of Common Areas, and Lease Term**

 

**Section 2.01****                           ****Lease of Premises.**

 

In consideration of the rents, covenants, andagreements of Tenant, Landlord leases the Premises to Tenant and Tenant leasesthe Premises from Landlord, subject to the terms and conditions of this Lease.

 

**Section 2.02****                           ****Use of Common Areas.**

 

The use and occupation by Tenant of the Premisesshall include the non-exclusive use, in common with others, of the joint useareas of the Building (“Common Areas”) and common areas located in GulfcoastCorporate Park as they may exist from time to time, subject to the terms andconditions of the Covenants, Conditions, Easements, and Restrictions, as thesame may be amended from time to time, applicable thereto.

 

**Section 2.03****                           ****Lease Term.**

 

(a)                                  Commencement Date.  Theterm of the Lease shall be effective October 1, 2005, unless delayed asset forth in Section 2.03(b).

 

(b)                                 Commencement Date Delay.  Theparties hereto acknowledge that the right to occupy the Building is currentlyheld by Peek Holding Corporation (“Peek”). In the event that Peek has not surrendered its interest in the Premisesto Landlord prior to the Commencement Date, Landlord shall pursue allreasonable legal means to evict Peek or otherwise terminate Peek’s interest, ifany, by December 31, 2005.  Theparties further acknowledge that Tenant is currently occupying the Premisesand, provided all rent payments are made as set forth in Section 1.01(h),Landlord shall not contest Tenant’s occupancy. At such time as the interests of Peek are terminated, this Lease shallcommence.  By so acknowledging Tenant’soccupancy, Landlord does not waive any rights Landlord now has or may have inthe future against Peek.  The partiesfurther agree to enter into a Memorandum memorializing the Commencement Date inthe event of a delay as provided in this Section.

 

(c)                                  Intentionally Omitted.

 

(d)                                 Term.  The Lease Term shall be thatprovided in Section 1.01(e).  TheLease Term shall terminate on the last day of the period provided inSection 1.01(e) unless sooner terminated or extended as provided inthis Lease.  Should the Lease TermCommencement Date occur on a day other than the first day of a calendar month,the Lease Term shall include such partial month in addition to the termdescribed in Section 1.01(e).

 

(e)                                  Option to Renew. Provided Tenant is not in default hereunder beyond all applicable graceor notice and cure periods, Tenant shall have the right and option to renew theLease Term (the “Renewal Option”) for one (1) two (2) year term.   The Renewal Term shall be on the same termsand conditions as contained in this Lease; provided, however, that the BaseRent payable by Tenant during the Renewal Term shall be equal to the thenprevailing fair market rent for the Premises as of the commencement date ofRenewal Term (the “Renewal Rent”) as determined by Landlord.  In any event, the Base Rent for the RenewalTerm shall be no less than the Base Rent being paid during the last year of theInitial Term.  In order to exercise suchRenewal Option, Tenant shall provide written notice to Landlord of its exerciseof such Renewal Option not less than nine (9) months prior to commencementof the Renewal Term.  Within ten(10) days of Landlord’s receipt of written notice, Landlord shall provideTenant with written notice of the Renewal Rent rate.  Tenant shall then have ten (10) daysfrom receipt of Renewal Rent rate notice to provide written

 

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noticeof its intent to cancel the Renewal Option or proceed with the Renewal Option.

 

**ARTICLE III**

**Rent**

 

**Section 3.01****                           ****Commencement of Rent.**

 

Tenant’s obligation to pay Base Rent and AdditionalRent shall commence on the Lease Term Commencement Date, provided that duringthe term of October 1, 2005 through December 31, 2005, Tenant shallnot be obligated to pay for association fees, insurance or Taxes, as definedherein as Additional Rent.  Should theLease Term Commencement Date occur on a day other than the first day of acalendar month, then the Rent for the period from such date to the first day ofthe first full month shall be prorated on a per-diem basis and shall be paid onthe Lease Term Commencement Date.

 

**Section 3.02****                           ****Payment of Rent.**

 

The Base Rent and Additional Rent shall be payableby Tenant in equal monthly installments, together with all applicable salestaxes, on the first day of each month, in advance, at Landlord’s address setforth in Section 1.01(a) or at such other place designated byLandlord from time to time, without any prior demand and without any deduction,holdback or setoff.

 

**Section 3.03****                           ****Cost of Living Adjustment toBase Rent.**

 

Commencing as of January 1, 2007, and eachJanuary 1st thereafter during the Lease Term, the Base Rent shall beincreased by the amount that is obtained by multiplying the Base Rent for theimmediately preceding Calendar year by the percentages set forth inSection 1.01(i).

 

**Section 3.04****                           ****Real Estate Taxes andImprovement Assessments.**

 

Subject to reimbursement as set forth inSection 3.05, Landlord shall pay all Taxes (as defined below) on or beforethe same become delinquent.  “Taxes”means all *ad valorem*and realproperty taxes, assessments or similar charges levied or assessed by any LegalAuthority against all interest in real property which are now or hereafterbecomes a part of the Premises, and such other costs and fees incurred byLandlord in contesting any such taxes, assessments, or charges and/ornegotiating with any such Legal Authority with respect thereto.  In the event any Legal Authority shall levy anygeneral or special assessment for public improvements applicable to theBuilding (“Improvement Assessments”), Landlord shall also pay such ImprovementAssessments on or before the date same become delinquent; provided, however,that (i) Landlord shall be required to take the benefit of any statute orordinance permitting any such assessment for public betterments or improvementsto be paid over a period of time; (ii) Landlord shall promptly pay anyassessments and taxes such that Tenant shall have no liability for late chargesor penalties; (iii) Premises’ Operating Costs shall only include thepayment of such installments as shall fall due prior to the expiration of theLease Term; and (iv) Tenant’s liability hereunder shall be limited to thefirst Seven Thousand Five Hundred Dollars ($7,500.00) of assessment per acre ona cumulative basis over any five (5) year period and Landlord shall payany assessments in excess of said sum, per acre (which excess amount shall notbe included in Premises’ Operating Cost).

 

**Section 3.05****                           ****Tenant to Bear Premises’Operating Cost.**

 

This is to be a triple net lease and therefore fromand after January 1, 2006, the Tenant shall pay, and be responsible for,all of Premises’ Operating Cost.  Theitems and charges comprising the Premises’ Operating Cost shall include, without limitation, lighting;sewer and water charges; Taxes and Assessments; non-ad valorem taxes; sanitarycontrol; removal of trash, rubbish, garbage, and other refuse; cost ofsecurity; and all other charges, costs, and expenses which arise from theoperation, maintenance, and repair of the Building, as described inSection 1.01(j).  Notwithstandinganything contained in this Section 3.05 to the contrary, OperatingExpenses and Premises’ Operating Costs shall not include: (i) cost forwhich Landlord is

 

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reimbursedby insurance or otherwise actually compensated; (ii) except forreplacement of capital items under Section 8.01, costs which are to becapitalized in accordance with generally accepted accounting principalsconsistently applied (“GAAP”) except that non-capitalized expenses which havebeen capitalized by Landlord may be included in Common Area Maintenance Costs;(iii) repairs necessitated by the gross negligent acts or omissions ofLandlord or Landlord’s agents, representatives, employees or contractors, or ofany second floor tenant, its agents, representatives, employees andcontractors; (iv) depreciation; (v) amounts paid for services not availableto Tenant; (vi) Landlord’s general overhead; (vii) Landlord’s costsof repairs, alterations, additions, improvements or replacements made torectify or correct any defect in the design, materials or workmanship of thePremises, Building or Common Areas; (viii) repairs or replacements whichare the responsibility of Landlord under this Lease; (ix) executivesalaries or salaries of service personnel to the extent that the salaries donot relate to the management, operation, repair or maintenance of the Premisesor Common Areas; (x) charges for electricity consumption on second floor ifspace is leased (Tenant shall be reimbursed actual cost if separately meteredor $1.20 per sq. foot of occupied space if not separately metered, saidreimbursement to be paid to Tenant within ten (10) days of presentation ofpaid utility bill to Landlord); and; (xi) housekeeping service for any 2ndfloor tenant; (xii) any other expenses which, in accordance with GAAP, wouldnot normally be treated as operating costs by landlords of comparable buildingsin the area in which the Building is located. Landlord and Tenant intend that Premises’ Operating Costs paid by Tenantunder this Lease shall reimburse Landlord for only actual costs incurred by Landlordbut not provide a profit to Landlord.

 

**Section 3.06****                           ****Payment of Additional Rent.**

 

(a)                                  Landlord shall estimate the Taxes and thePremises’ Operating Costs not directly paid by Tenant (e.g., Assessments andInsurance costs), and Tenant shall pay one-twelfth (1/12) thereof monthly inadvance, together with each monthly payment of Base Rent.  Landlord shall estimate and account forPremises’ Operating Costs on a calendar-year basis and shall provide notice andreasonable documentation of prior years’ actual expenses and the estimate ofthe then-current calendar year’s Premises’ Operating Costs no later thanMay 1 of each year with the change in estimated payment to be effectivewith the June Rent payment each year. If at any time during any Lease Year Landlord determines that the actualPremises’ Operating Costs have changed over the estimated costs by anidentifiable amount (e.g. an increase or decrease in insurance cost or Regularor Special Assessments), the Landlord shall provide Tenant notice andreasonable documentation of said change and the estimated monthly AdditionalRent shall be adjusted effective with the next following Rent Payment, but inno event less than twenty (20) days following Landlord’s notice.  Within ninety (90) days following the end ofeach calendar year, Landlord shall furnish Tenant statements of the actualTaxes and the actual Premises’ Operating Cost not directly paid by Tenant forthat year, and there shall be an adjustment between Landlord and Tenant, withpayment to Landlord or credit to Tenant against future Rent (or payment toTenant if at the end of the Term hereof), as the case may require.  Landlord’s failure to provide notice withinsuch time shall not relieve Tenant of its obligations to pay the entire amountdue from Tenant for such period.  Tenantcovenants and agrees that Tenant shall remain liable to and shall pay the Taxesand the Premises’ Operating Cost not directly paid by Tenant in the amounts andtimes as set forth herein, notwithstanding any termination of this Lease byreason of any default of Tenant; this covenant shall survive any suchtermination.

 

(b)                                 Tenant shall pay, as Additional Rent, allsales, use, and other taxes imposed by any governmental authorities upon themanufacture, sale, use, transmission, distribution or other process necessaryor incidental to the furnishing of utilities or other services to thePremises.  Tenant shall pay beforedelinquency all personal property taxes and assessments on the property ofTenant located on the Premises and on additions and improvements on the Premisesbelonging to Tenant.  Tenant shall alsopay, as Additional Rent, all sales taxes assessed by governmental authorityagainst the Base Rent and Additional Rent and other payments to be madepursuant to this Lease, even though the taxing statute or ordinance may purportto impose such sales tax against Landlord. The payment of all sales tax shall be made by Tenant to Landlord on amonthly basis, concurrently with payment of the Base Rent.

 

(c)                                  Tenant shall have the right to auditLandlord’s books and records to determine the accuracy of the Premises’Operating Costs and Tenant’s share thereof. In the event that the Tenant’s audit reveals that the Tenant wasovercharged for Premises’ Operating Costs, then Landlord shall, within thirty(30) days

 

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offiling Tenant’s written demand, provide additional documentation supporting theprior year’s Premises’ Operating Costs or shall reimburse Tenant for theoverpayment.  To the extent that suchoverpayment is greater than or equal to five percent (5%) of Tenant’s Premises’Operating Costs for the year in question then Landlord shall also reimburseTenant for Tenant’s costs.

 

**Section 3.07****                           ****Additional Rent.**

 

Any and all sums of money or charges required to bepaid by Tenant under this Lease other than Base Rent shall be considered“Additional Rent” whether or not the same be so designated and Landlord shallhave all rights to enforce due and timely payment by Tenant of Additional Rentas are available to Landlord with regard to Base Rent.

 

**ARTICLE IV**

 

**Intentionally Omitted**

 

**ARTICLE V**

**Conduct ofBusiness and Use of Premises by Tenant**

 

**Section 5.01****                           ****Use of Premises.**

 

Tenant shall occupy the Premises without delay uponthe Lease Term Commencement Date.  Exceptas otherwise specifically provided herein, Tenant shall, continuously andwithout interruption, use the Premises solely and exclusively for the PermittedUse as shown in Section 1.01 (f) of this Lease.  Tenant shall not use, permit or suffer theuse of the Premises for any other business or purpose, nor by any other party.

 

**Section 5.02****                           ****Waste or Nuisance.**

 

Tenant shall not commit or suffer to be committedany waste upon the Premises or any nuisance or other act or thing which mayadversely affect Landlord’s interest in the Premises.

 

**Section 5.03****                           ****Governmental Regulations.**

 

Tenant shall, at Tenant’s sole cost and expense,comply with all Legal Requirements of all Legal Authorities regulating Tenant’suse and occupancy of the Premises, including but not limited to those regardingbuilding and zoning codes, Hazardous Materials, Americans with DisabilitiesAct, and all similar matters, now in force or which may hereafter be inforce.  Tenant shall cooperate withLandlord in Tenant’s observance of all such matters.  Tenant shall indemnify, defend and saveLandlord harmless form penalties, fines, costs, expenses, suits, claims,damages and attorneys’ fees and costs resulting from Tenant’s failure toperform its obligations in this Section or otherwise resulting from Tenant’soccupancy of the Premises.  Theprovisions of this Section shall survive the expiration or termination ofthis Lease.

 

**Section 5.04****                           ****Hazardous Materials.**

 

(a)                                  Tenant shall not cause or permit anyHazardous Materials to be brought upon, kept, used, generated or disposed of inor about the Premises.  Except to theextent that the same shall have occurred as a result of any act or omission ofthe Landlord, its agents or employees, if during the Term of this Lease thePremises becomes contaminated in any manner caused by Tenant, Tenant shallindemnify and hold harmless Landlord from any and all claims, damages, fines,judgments, losses or liabilities, investigation, cleanup, removal orrestoration mandated by or related to a federal, state or local agency, or politicalsubdivision, and any and all sums payable for settlement of claims, attorneys’fees, consultant and expert fees) arising from, growing out of or related toHazardous Materials as described or anticipated in this Section.  Tenant shall comply with all terms set forthin the Hazardous Materials Prevention Contamination, if

 

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any,and Response Plan for the Gulfcoast Corporate Park and the applicablerequirements of the Manatee County Land Development Code, as amended, whichpertain to Hazardous Materials.

 

(b)                                 If Tenant causes or permits the discharge ofany Hazardous Material on the Premises, Tenant shall promptly at its soleexpense take all reasonable or necessary actions to return the Premises to thecondition existing prior to the presence of the Hazardous Materials, afterfirst obtaining Landlord’s approval for such remedial action.  Tenant’s remedial action hereunder shallcomply with all Legal Requirements and Landlord’s approval shall not be requiredfor remedial actions required under any Legal Requirement.  If Tenant does not promptly initiate anddiligently pursue full remediation in compliance with Legal Requirements,Landlord may, following reasonable notice to Tenant, do so and Tenant shall reimburseLandlord, as Additional Rent.

 

(c)                                  The provisions of this Section 5.04shall survive the expiration or termination of this Lease.

 

(d)                                 Notwithstanding the provisions ofSection 5.04(b), Tenant may introduce and store within the Premises,chemicals, compounds, solvents and similar materials ordinarily used inTenant’s business operations, which may constitute Hazardous Materials,provided that such materials are stored and utilized in accordance with allLegal Requirements.  Tenant shall beliable under Section 5.04(c) for any discharge or mishandling ofmaterials permitted on the Premises pursuant to this Section.

 

**Section 5.05****                           ****Radon.**

 

The following statement is made to conform withFlorida Statutes:

 

Radon Gas: Radon is a naturally occurring radioactive gas that, when it hasaccumulated in a building in sufficient quantities, may present health risks topersons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been foundin buildings in Florida.  Additionalinformation regarding radon and radon testing may be obtained from your countypublic health unit.

 

**ARTICLE VI**

**SecurityDeposit**

 

**Section 6.01****                           ****Amount of Deposit.**

 

Upon execution of this Lease, Tenant shall depositwith Landlord the Security Deposit as provided in Section 1.01(k).  This sum may be co-mingled with other fundsof Landlord, and Landlord shall have no liability for the accrual or payment ofany interest thereon.  In the event ofthe failure of Tenant to keep and perform any of the terms, covenants andconditions of this Lease, then Landlord, at its option and upon written noticeto Tenant, may apply the Security Deposit, or as much thereof as Landlord maydeem necessary, to compensate Landlord for all loss or damage sustained orsuffered by Landlord due to such default or failure on the part of Tenant.  Should any portion of the Security Deposit beso applied by Landlord, then Tenant shall, upon the written demand of Landlord,remit to Landlord a sufficient amount in cash to restore the Security Depositto the original sum deposited, and Tenant’s failure to do so within fifteen(15) days after receipt of such demand shall constitute an Event of Defaultunder this Lease.  Should Tenant complywith all terms, covenants and conditions and promptly pay all the Base Rent andAdditional Rent as it falls due, and all other sums payable by Tenant toLandlord, the Security Deposit (to the extent not attributed to the first orlast month’s Base Rent) shall be returned in full to Tenant within forty-five (45)days of the expiration of the Lease Term, as it may be extended pursuant to theterms of this Lease.

 

**Section 6.02****                           ****Transfer of Deposit.**

 

Landlord may deliver the Security Deposit to thepurchaser of Landlord’s interest in the Premises, in the event that suchinterest is sold, and, provided such purchaser has assumed in writing theobligations of Landlord hereunder, thereupon Landlord shall be discharged fromany further liability with respect to the Security Deposit.

 

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**ARTICLE VII**

**Signs,Fixtures and Alterations**

 

**Section 7.01****                           ****Installation by Tenant andLandlord.**

 

Tenant will not place or permit to be placed ormaintained on any exterior door, wall or window of the Premises any sign,awning or canopy, or advertising matter or other thing of any kind, and willnot place or maintain any decoration, letter of advertising matter on the glassof any window or door, nor will any illuminated sign be placed in the windowdisplay area of the Premises without first obtaining Landlord’s writtenapproval and consent, which consent will not be unreasonably withheld;provided, however, the Landlord may give consideration to the aesthetic effectof any such sign when compared to other signage located within Gulfcoast CorporatePark.  Tenant may erect a sign within thearea designated by Landlord, which sign shall be subject to the prior writtenapproval of Landlord, which shall be subject to the same aesthetic standardsset forth in the previous sentence. Notwithstanding the foregoing, Landlord hereby approves the existingsignage on and in the Building.  Tenantfurther agrees that such signs, awning, canopy, decoration, lettering,advertising matter or other thing as may be approved shall be maintained ingood condition and repair at all times. Landlord may also approve and install signage for any 2ndFloor Tenant, to be placed in the joint use entry area, consistent withapprovals as set forth above.

 

**Section 7.02****                           ****Responsibility of TenantRegarding Alterations.**

 

Tenant shall make no Alterations in or to thePremises without the written consent of Landlord, which consent may be given orwithheld in Landlord’s reasonable discretion and may be predicated on, amongother things, Tenant’s use of contractors acceptable to Landlord, Tenant’sfurnishing plans acceptable to Landlord, Tenant’s obtaining acceptable paymentand performance bonds for any Alterations. Tenant’s obtaining the consents, if required, of Landlord’smortgagee(s), and Tenant’s obtaining all appropriate governmental permits andapprovals at Tenant’s expense prior to the beginning of the work.  All Alterations to the Premises remaining atthe end of the Lease Term shall remain the property of Landlord.  In no event shall Tenant remove suchAlterations without the prior written consent of Landlord.  Upon expiration of the Term of this Lease orearly termination hereof, if Landlord notified Tenant at the time of Landlord’sapproval of such alterations that Landlord requires that such Alterations beremoved, Tenant shall remove such Alterations within five (5) days ofLandlord’s written demand for such removal and shall restore the Premises tothe condition that existed prior to the Alterations, ordinary wear and tear,casualty loss, and condemnation excepted.

 

In accordance with the applicable provisions of theFlorida Construction Lien Law, Florida Statutes 713.10, no interest ofLandlord, whether personally or in the Building, or the Premises, shall besubject to liens for improvements made by Tenant or caused to be made by Tenantunder this Lease.  Further, Tenantacknowledges that Tenant, with respect to improvements or alterations made orcaused to be made by Tenant under this Lease, shall promptly notify thecontractor making such improvements to the Premises of this provisionexculpating Landlord’s liability for such liens.  In the event that a claim of lien is filedagainst the Building or the Premises in connection with any work performed byor on behalf of Tenant, Tenant shall satisfy such claim within thirty (30) daysfrom the date of filing.  In the eventthat Tenant fails to satisfy such claim within such thirty (30) day period,Landlord may thereafter charge Tenant, as Additional Rent, all costs incurredby Landlord in connection with the satisfaction of such claim, includingattorneys’ fees.  Further, Tenant agreesto indemnify, defend and save Landlord harmless from and against any damages orloss incurred by Landlord as a result of any such claim of lien.  If so requested by Landlord, Tenant shallexecute a short form or memorandum of this Lease which may, in Landlord’sdiscretion, be recorded in the Public Records for the purpose of protectingLandlord’s estate from claims of lien, as provided in the FloridaStatutes.  Nothing contained in thisLease shall be construed as a consent on the part of the Landlord to subjectthe estate of Landlord to liability under the Mechanic’s Lien Law of the Stateof Florida; it being expressly understood that the Landlord’s estate shall notbe subject to such liability.

 

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**Section 7.03****                           ****Tenant Property Removal.**

 

Notwithstanding any contrary provision of thisLease, upon expiration of the term of this Lease or its earlier termination,Tenant shall promptly at its sole cost and expense remove its furniture,fixtures and equipment from the Premises. For the purposes hereof, Tenant’s furniture, fixtures and equipmentshall include without limitation the following: furniture, furnishings, artwork, computer systems (excluding wiring), telephone systems (excludingwiring), modular furnishings and work stations (“cubicles”), tools, jigs,assembly tables, air compressors, and similar personal property acquired byTenant with Tenant’s funds and installed upon the Premises by Tenant or atTenant’s direction.  In no event shallthe personal property to be removed by Tenant hereunder include any personalproperty constructed or originally provided by Landlord, including but notlimited to, floor coverings, wall coverings, lighting fixtures, ceiling fans,refrigerators, dishwasher, plumbing fixtures, or heating, ventilation and airconditioning equipment.  In the event anyof the personal property to be removed by Tenant hereunder is attached to thePremises, Tenant shall promptly repair any damage to the Premises caused bysuch removal at its sole expense.

 

**ARTICLE VIII**

**Repairs andMaintenance of Premises**

 

**Section 8.01****                           ****Tenant’s Responsibility.**

 

In the performance of its responsibilities underSection 3.05, Tenant agrees to repair and maintain the Premises in goodorder and condition, ordinary wear and tear, casualty loss, and condemnationexcepted, which maintenance and replacement, if necessary, shall beaccomplished in such manner and with such materials as shall maintain the samequality of construction of the improvements as existed upon delivery to theTenant and which shall include, maintenance, repair, and replacement of allportions of the Premises except those portions to be maintained by Landlordunder Section 8.02, including without limitation:  (i) repair or replacement of brokenplate or window glass (excluding damage caused by settling or structuraldefect); (ii) repair of damage caused by Tenant, its employees, agents,contractors, customers, licensees, or invitees; (iii) interior repaintingand redecoration; (iv) repair and maintenance of all doors, includingoverhead doors; (v) all janitorial work within the improvements locatedupon the Premises; (vi) gardening and landscaping; (vii)  resurfacingof paving upon the Premises and line painting; (viii) lighting fixturesand electrical system (as limited herein); (ix) sign maintenance; (x)plumbing fixtures and plumbing system (as limited herein); (xi) heatingventilation and air conditioning equipment and system (“HVAC System”) (as limitedherein); (xii) irrigation system (including any pump and well on the Premisesdedicated solely to irrigation of the Premises); (xiii) exterior painting;(xiv) security system; and (xv) maintenance and cleaning of roof drains.  Landlord shall not be liable for any damagescaused by or growing out of any breakage or leakage of the electrical wiring,air conditioning or heating pipes and equipment, water closets, plumbing,appliances, other equipment, or facilities serving the Premises, except as providedin Section 8.02. Tenant’s responsibility for repair and replacement of theplumbing system shall be limited to: (i) the first Two Thousand Dollars ($2,000.00) of repair expensesfor said system in any calendar year, wherever located, and, after payment ofTwo Thousand Dollars ($2,000.00) for such expenses, (ii) only thosecomponents of said system located to the exterior of any finished wall, flooror ceiling including but not limited to fixtures, piping and valves.  Tenant’s responsibility for repair andreplacement of the electrical system shall be limited to (i) the first TwoThousand Dollars ($2,000.00) of repair expenses for said systems in anycalendar year, where ever located, and, after payment of Two Thousand Dollars($2,000.00) for such expenses, (ii) only those components of said systemlocated to the exterior of any finished wall, floor or ceiling or within ajunction box (switch or outlet box) or circuit breaker panel accessible at afinished wall, floor or ceiling including but not limited to fixtures,switches, outlets, and circuit breakers. In no event shall Landlord be liable for damages or injuries arisingfrom failure to make repairs, nor shall Landlord be liable for damages orinjuries arising from defective workmanship or materials in making any suchrepairs.  Tenant’s responsibility formaintenance and repair of the HVAC System shall be limited to maintaining aservice contract for routine inspection, servicing and maintenance of theSystem with a reasonably qualified HVAC service company and performing anyrepair or replacement of components of the HVAC System the cost of which on aper occurrence basis is equal to or less than the “maximum repair expense”(defined as follows.)  Tenant’s “maximumrepair expense” shall be $500.00 per occurrence of repair during the firstLease Year

 

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andshall increase by $25.00 during each subsequent Lease Year. The Tenant’sservice contract for the HVAC System shall include as a minimum quarterly inspectionsof the System, replacement of filters, cleaning of coils, checking andrefilling of coolant, and related services. Such repair or maintenanceobligations of Tenant shall be considered Tenant’s responsibility for Premises’Operating Cost or replacement.  Tenantshall provide Landlord with any and all service contracts maintained withregard to the Premises and improvements upon the Premises.

 

**Section 8.02****                           ****Landlord’s Responsibilities.**

 

The Landlord’s responsibility for maintenance andrepair of the Premises and the Building shall be limited to the structuralcomponents of the Premises and Building, including specifically foundation andconcrete slabs, walls, exterior windows, doors, and seals, roof structure,roofing system, defective paving, the electrical system (except itemsmaintained by Tenant under Section 8.01), the plumbing system (exceptitems maintained by Tenant under Section 8.01), HVAC System (except itemsmaintained by Tenant under Section 8.01). Landlord shall also be responsible for maintenance and repair of theinterior 2nd floor space and elevator serving same.  In the event of repairs to the HVAC Systemthe cost of which exceed the “maximum repair expense” on any occurrence, theLandlord shall bear the entire cost of such repair.  In the event Tenant incurs a repetitive“maximum repair expense” on the same compressor within any calendar year periodand Tenant reasonably believes a replacement versus a repair is required,Landlord shall make such replacement or pay the entire cost (Tenant shall notpay the “maximum repair expense”) for ongoing repair on the particularcompressor.  In the event Landlord leasesthe 2nd floor space, Landlord shall pay to modify access securitysystem for the building.  This shalleliminate the Tenant’s security into the joint use entrance and replace it witha coded access and timer system to control access during non business hours.

 

**Section 8.03****                           ****Emergency Repairs.**

 

In the event that any portion of the Premises or acomponent thereof requires emergency repair to prevent further damage to thePremises or Tenant’s personal property therein, either party may take suchminimum steps as reasonably required to stabilize the damaged or defectivecondition and the party responsible for such repair under Section 8.01 or8.02 shall promptly reimburse the party performing the repair upon notice ofthe repair and reasonable evidence of the cost thereof.  In all events the party identifying the needfor emergency repair shall reasonably attempt to notify the party responsiblefor said repair under Section 8.01 or 8.02 prior to undertaking anyrepair, and provide written notice promptly following any such repairdescribing the extent and nature of the emergency repair.

 

**Section 8.04****                           ****Return of Premises.**

 

Landlord shall not be obligated or required to makeor conduct any other maintenance or repairs, and the Premises shall be kept ingood repair and condition by Tenant, ordinary wear and tear, casualty loss, andcondemnation excepted.  At the end of theLease Term, Tenant shall deliver the Premises to Landlord in good repair andcondition, reasonable wear arising from Tenant’s permitted use of the Premises,casualty loss, and condemnation excepted.

 

**ARTICLE IX**

**Insuranceand Indemnity**

 

**Section 9.01****                           ****Liability Insurance.**

 

Tenant shall, during the entire term hereof, keep infull force and effect; commercial general liability insurance providing bodilyinjury and property damage and liability insurance in an amount not less thanOne Million Dollars ($1,000,000.00) per one occurrence, and worker’scompensation insurance in the maximum amount permitted under Florida law.  The policy shall name Landlord and Landlord’smortgagee(s) as an additional insured and Tenant as insured, and shall contain aclause that the insurer will not cancel or change the insurance without firstgiving Landlord thirty (30) days’ prior written notice.  The insurance shall be with an insurancecompany licensed to do business in Florida, and at least A-rated in the most current

 

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editionof Best’s Insurance Reports and acceptable to Landlord and a copy of the policyand a certificate of insurance shall be delivered to Landlord prior to thecommencement of the Lease Term.  In noevent shall the limits of said insurance policies be considered as limit theliability of Tenant under this Lease.  Inthe event that Tenant shall fail to obtain or maintain in full force and effectany insurance coverage required to be obtained by Tenant under this Lease,Landlord may procure same from such insurance carriers as Landlord may deemproper and Tenant shall pay, as Additional Rent, any and all premiums, costs,charges and expenses incurred or expended by Landlord in obtaining suchinsurance.  Notwithstanding the foregoingsentence, Tenant shall nevertheless hold Landlord harmless from any loss ordamage incurred or suffered by Landlord from Tenant’s failure to maintain suchinsurance, and this provision shall survive the expiration or termination ofthis Lease.

 

**Section 9.02****                           ****Fire and Extended CoverageInsurance.**

 

At all times during the Lease Term, Landlord shallmaintain in effect policies of insurance covering the Premises and the Buildingin an amount not less than its full insurable value, providing protectionagainst any peril included within the standard classification of “Fire andExtended Coverage,” together with insurance against vandalism, theft andmalicious mischief and insurance covering replacement of all the plate glass ofthe Premises (provided such coverage is conventionally available).  The proceeds of such insurance shall be usedto repair or replace the Premises so insured. All property, including without limitation stock, inventory, fixturesand equipment belonging to Tenant shall be on the Premises at the risk ofTenant and shall be fully insured by Tenant, and Landlord shall not be liablefor damage, theft or misappropriation of such property of Tenant except asresults solely from the gross negligence or intentional misconduct of Landlordor its agents, employees, or contractors. The Landlord’s cost of providing insurance coverages hereunder shall bepaid by Tenant as an element of Premise’s Operating Cost.

 

**Section 9.03****                           ****Prohibited Articles.**

 

Tenant shall not keep, use, sell or offer for salein or upon the Premises any article which may be prohibited by thestandard form of fire and extended risk insurance policy.  Tenant agrees to promptly make, at Tenant’scost, any repairs, alterations, changes and/or improvements to fixtures andequipment in the Premises required by the company issuing Landlord’s fireinsurance on the Premises so as to avoid the cancellation of suchinsurance.  Landlord confirms that thearticles currently used, sold, or offered for sale in or upon the Premises byTenant do not contravene the provisions of this Section 9.03.

 

**Section 9.04****                           ****Indemnification of Landlord**

 

Tenant shall indemnify, defend and save Landlordharmless from and against any and all claims, actions, damages, arising out ofany occurrence during the term of this Lease in, upon or at the Premises, orthe occupancy or use by Tenant of the Premises or any part thereof, oroccasioned wholly or in part by any act or omission of Tenant, its agents,contractors, employees, servants, lessees or any third party, except such claims,actions or damages resulting from any act or omission of: (i) Landlord,its agents, contractors, employees or servants; and (ii) any other tenantsin the Building and their respective agents, contractors, employees, servants,or invitees.  Tenant shall protect andhold Landlord harmless and shall pay all costs and attorneys’ fees incurred byLandlord in connection with such litigation, and any appeals thereof orcollections related thereto under this indemnity provision.  Landlord shall provide prompt notice toTenant of any potential claim or damage which may be subject to Tenant’sindemnification hereunder and in no event shall Landlord settle or compromiseany claim which Tenant may indemnify hereunder without notice of the terms ofsettlement to Tenant, and Tenant’s approval is not to be unreasonably withheld.The provisions of this Section shall survive the expiration or terminationof this lease.

 

**Section 9.05****                           ****Intentionally Omitted.**

 

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**Section 9.06****                           ****Waiver of Subrogation.**

 

Anything in this Lease to the contrarynotwithstanding, Landlord and Tenant each hereby waives any and all rights ofrecovery, claim, action, or cause of action against the other (and against anyassignee of Landlord and assignee or subtenant of Tenant) for any loss ordamage that may occur to the Building or Premises or any improvements thereto,or any personal property of Landlord or Tenant, arising from any cause that:(i) is customarily insured against under the terms of special form(all-risk) property insurance; or (ii) is insured against under the termsof any property insurance actually carried. The foregoing waiver shall apply regardless of the cause or origin ofthe claim, including, but not limited to, the negligence of a party or thatparty’s agents, officers, employees, or contractors.  The parties hereto, as between themselves,hereby waive the right to seek or collect punitive or consequential damages.

 

**ARTICLE X**

## **Utilities**

 

**Section 10.01****                    ****Payment and Metering.**

 

Tenant shall be solely responsible for and promptlypay directly to the utility or other provider of such service all charges forgas, electricity or any other utility (including water and sewer) used orconsumed in the Premises (and the 2nd floor space, in accordancewith the terms of Section 3.05), including hookup and connection feescharged by the provider for the commencement and delivery of utility services,but in all events excluding utility impact fees, if any, to be paid withrespect to the Premises.  If any suchcharges are not paid when due, Landlord may, at its option, pay the same, andany amount so paid by Landlord shall be due to Landlord from Tenant asAdditional Rent.

 

**ARTICLE XI**

**Subordinationand Attornment, Estoppel Certificate**

 

**Section 11.01****                    ****Subordination and Attornment.**

 

Tenant subordinates its rights under this Lease tothe lien of any mortgages, or the lien resulting from any other method offinancing or refinancing, now or hereafter in force against the Premises or theBuilding, and to all advances made or hereafter to be made upon the securitythereof; provided, however, that any such subordination shall be understood toinclude a commercially reasonable non-disturbance clause which will permit theTenant to remain in possession of the Premises under the terms of this Lease solong as the Tenant is not in default hereunder; and provided, further, that anysubordination provisions contained in a mortgage constituting a lien upon thePremises shall not in any way modify or amend any of the terms of thisLease.  This section shall beself-operative and no further instrument of subordination shall be necessary,but Tenant shall within ten (10) days following written request byLandlord execute and deliver any and all documents evidencing such subordinationand failure to do so shall constitute an Event of Default under thisLease.  In the event any proceedings arebrought for the foreclosure of, or in the event of exercise of the power ofsale under, any mortgage made by the Landlord covering the Premises or in theevent a deed is given in lieu of foreclosure of any such mortgage, upon receiptof notice thereof and assumption of the obligations of Landlord hereunder bythe purchaser or grantee in lieu of foreclosure, Tenant shall attorn to thepurchaser, or grantee in lieu of foreclosure, upon any such foreclosure orsale, and shall recognize such purchaser, or grantee in lieu of foreclosure, asthe Landlord under this Lease.

 

**Section 11.02****                    ****Estoppel Certificate.**

 

Tenant shall within ten (10) days followingwritten request by Landlord, or any mortgagee of Landlord, execute, acknowledgeand deliver to Landlord or such mortgagee a statement in writing certifyingthat this Lease is unmodified and in full force and effect (or, if there havebeen modifications, that the same is in full force and effect and stating themodifications), and the date to which the Base Rent and any other

 

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paymentsdue from Tenant have been paid in advance, if any, and stating whether or notthere are defenses or offsets claimed by Tenant and Whether or not to the bestof Tenant’s knowledge Landlord is in default in performance of any covenant,agreement or condition contained in this Lease, and if so, specifying each suchdefault.  The failure of Tenant toexecute, acknowledge and deliver a statement in accordance with the provisionsof this Section within said ten (10) day period shall constitute anEvent of Default under this Lease.

 

**ARTICLE XII**

**Assignmentand Subletting**

 

**Section 12.01****                    ****No Assignment.**

 

Except as provided in Section 12.06, Tenant maynot assign this Lease in whole or in part, nor sublet all or any portion of thePremises, nor grant occupancy rights to anyone other than Tenant, nor mortgageor lien all or a portion of the Premises (collectively and individually, a“transfer”), without the prior written consent of Landlord in eachinstance.  The consent by Landlord to anytransfer shall not constitute a waiver of the necessity for such consent to anysubsequent transfer.  Landlord may refuseto grant consent to any transfer by Tenant with or without cause and withoutstating the reasons for its refusal.  IfLandlord in its sole discretion consents to the transfer, any assignee orsubtenant or occupant or mortgagee or lienor, collectively and individually,(“transferee”), shall assume all obligations under this Lease and Tenant shallnot be released from and shall remain fully liable for the performance of allprovisions of this Lease except as provided in Section 12.06.

 

**Section 12.02****                    ****Proposal to Sublease orAssign.**

 

Except as provided in Section 12.06, if Tenantdesires to effect a transfer to a transferee, Tenant shall submit to Landlord awritten request for the consent of Landlord to such transfer, which requestshall be accompanied by the name and address of the proposed transfer, adescription identifying the space to be sublet or occupied, a copy of the fullyexecuted transfer agreement or contract therefore, conditioned only uponapproval of Landlord, the nature and character of the business of the proposedtransferee, and its proposed use of the Premises, current financial informationon the proposed transferee, and such other information as Landlord mayreasonably request.  Landlord shall havethe option within thirty (30) days of receipt of such notice and information toapprove or disapprove the proposed transferee, in its sole and arbitrarydiscretion.

 

**Section 12.03****                    ****Transfer of Lease**.

 

Tenant shall not have (a) advertised orpublicized in any way the availability of all or part of the Premises withoutprior notice to and consent by Landlord, or (b) publicly advertised thePremises for subletting whether through a broker, agent, representative, orotherwise at a rental rate less than that for which space in the Building isbeing offered for rent by Landlord. Because Landlord has entered into this Lease with Tenant, and becausethe terms of this Lease are particular to Tenant, as it exists at time ofexecution of this Lease and as Landlord projects it will exist during the LeaseTerm, Landlord may require modifications in one or more terms of this Lease(including but not limited to Base Rent, Additional Rent, Lease Term, option orrenewal clauses, if any) before Landlord consents to any transfer, except fortransfers pursuant to Section 12.06.

 

**Section 12.04****                    ****Results of Transfers**.

 

If Landlord in its sole discretion permits atransfer, the following results shall be automatically effectuated:

 

(a)                                  the transfer shall be deemed to contain aprovision making such transfer subject to the terms and conditions of thisLease;

 

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(b)                                 except as provided in Section 12.06, thetransfer shall not release Tenant from the due, prompt and punctual performanceof all the terms, covenants and conditions contained in this Lease on its partto be performed or observed including the payment of any Rent due and to becomedue under this Lease; and

 

(c)                                  the consent of Landlord to the proposedtransfer shall not constitute a waiver of any provision of this Lease and,except for permitted transfers under Section 12.06, no further transfershall be made without Landlord’s prior consent in writing; the transferee shallnot further transfer the Premises without Landlord’s prior written consent andthen only upon compliance with all the provisions contained in thisArticle XII.

 

**Section 12.05****                    ****Events Deemed Assignment.**

 

Except in connection with a permitted transfer underSection 12.06, if there shall occur any change, or cumulative changes, inthe ownership of and/or power to vote the majority of the outstanding capitalstock of Tenant, whether such change or ownership is by sale, assignment,bequest, inheritance, operation of law or otherwise, then such change orchanges shall be deemed an assignment subject to the provisions of thisArticle XII, i.e., the Tenant shall provide the Landlord with all of theinformation required to be delivered to Landlord under Section 12.02.

 

**Section 12.06****                    ****Permitted Transfer.**

 

Notwithstanding anything contained in this Lease tothe contrary, Tenant shall be entitled to transfer, sublease or assign theentire Premises without the Landlord’s consent to: (i) any entity whoseshares are regularly and publicly traded on a National Securities Exchange asdefined in the Securities Act of 1934, as amended; or (ii) to any entitythat purchases or acquires substantially all the assets of the Tenant orforty-nine percent (49%) or more of the voting common stock of Tenant (througha merger, consolidation, acquisition, combination or otherwise), whether or notsuch resulting entity remains in Tenant’s name or continues to operate Tenant’sbusiness on the Premises; (iii) to a parent, subsidiary, or affiliate ofTenant, or to a successor of Tenant (collectively “Permitted Transferees”).  In all events, such transferee shallspecifically assume and agree to be bound by Tenant’s obligations under thisLease.  No transfer, assignment orsub-lease hereunder shall be effective until Landlord has received:  (i) notice of the Permitted Transferees’complete name, and address for notices under this Lease, the nature of thebusiness operations to be conducted upon the Premises by the PermittedTransferees, and a statement whether the underlying transaction is an assetsale or a stock transfer and (ii) only in the event of an asset saletransaction, the Permitted Transferee’s written assumption of the obligationsunder this Lease, assignment or sub-lease hereunder.  The effective date of any permitted transferhereunder, shall in no event be earlier than fifteen (15) days after Landlord’sreceipt of the required notice. Permitted transfers hereunder shall not release Tenant from liabilityunder this Lease unless such permitted transferee then possesses a net worth(as determined in accordance with generally accepted accounting principalsconsistently applied) greater than or equal to the net worth of the Tenant sodetermined as of the date of such transfer, assignment or sub-lease.  In the event Tenant desires to be releasedfrom liability under this Section, reasonable evidence of the proposedtransferee’s net worth shall be provided to Landlord at the time the noticerequired under this Section is provided to the Landlord.  Notwithstanding any Permitted Transfer,assignment or subletting, the Guarantor shall remain liable under its GuarantyAgreement attached as Exhibit “D.”

 

**ARTICLE XIII**

**Rules andRegulations**

 

**Section 13.01****                    ****Rules and Regulations.**

 

The Protective Covenants, Conditions, Easements, andRestrictions of Gulfcoast Corporate Park attached as Exhibit “B” are apart of this Lease, and Tenant agrees to comply with and abide by same.  Tenant’s failure to keep and observe saidrules and regulations shall constitute an Event of Default under

 

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thisLease.  The Protective Covenants,Conditions, Easements, and Restrictions of Gulfcoast Corporate Park may, fromtime to time, be amended and, as so amended, will supplement the rules andregulations, and such revised rules and regulations shall automaticallybecome a part of this Lease.  Provided,however, Tenant shall not be required to comply with any revised Rules andRegulations which may conflict with the obligations of the parties under thisLease.

 

**ARTICLE XIV**

**Destructionof Premises**

 

**Section 14.01****                    ****Total or PartialDestruction.**

 

If the Premises shall be damaged by fire, theelements, unavoidable accident or other casualty, without the fault of Tenant,but are not thereby rendered untenantable in whole or in part, Landlord shall,to the extent of available insurance proceeds, cause such damages, except toTenant’s equipment and trade fixtures, to be repaired, and the Rent and othercharges payable by Tenant hereunder shall not be abated.  If by reason of such occurrence, the Premisesshall be rendered untenantable only in part, Landlord shall, to the extent ofavailable insurance proceeds, cause the damage, except to Tenant’s equipmentand trade fixtures, to be repaired, and the Base Rent meanwhile shall be abatedproportionately as to the portion of the Premises rendered untenantable.  With respect to partial destruction, Landlordshall promptly procure necessary plans and materials necessary to obtain abuilding permit to complete reconstruction, apply for and obtain such buildingpermit, and commence construction within one hundred eighty (180) daysfollowing the date of partial destruction, subject to a reasonable extension inthe event the building permit is delayed due to the action or inaction of theissuing agency and shall complete repairs and restoration of the Premises to acondition substantially the same as the condition of the Premises prior to thedamage within one hundred eighty (180) days after commencement.  If the Premises shall be rendered whollyuntenantable by reason of such occurrence, Landlord shall at its own expensecause such damage, except to Tenant’s equipment and trade fixtures, to berepaired and the Base Rent meanwhile shall be abated in whole.  Landlord’s obligations to repair pursuant tothis Section apply and extend only to the extent of Landlord’s originalobligation to construct, as defined in this Lease.  If fifty percent (50%) of more of thePremises are rendered untenantable, then Landlord shall have the right, to beexercised by notice in writing delivered to Tenant within sixty (60) days aftersaid occurrence, to elect not to reconstruct the destroyed Premises, and insuch event this Lease and the tenancy hereby created shall cease as of the dateof the said occurrence.  During anyperiod that Base Rent is abated in whole or part under this Section orSection 15.01, Additional Rent shall likewise be abated. If this Lease isterminated under this Section, all Deposits and other sums due under this Leaseshall be promptly refunded to Tenant after payment of all accrued but unpaidrents, if any.  For purposes of the Article XIV andArticle XV below, the term “untenantable” shall mean a condition underwhich Tenant cannot use the area in question in substantially the same mannerand to substantially the same extent as Tenant used such area prior to thedamage or taking, respectively.

 

**Section 14.02****                    ****Damage Near End of Term.**

 

If the Premises are destroyed or materially damagedduring the last twelve (12) months of the Lease Term and the estimated time forrepair exceeds ninety (90) days (from commencement of construction), Landlordmay at its option cancel and terminate this Lease as of the date of occurrenceof such damage by giving written notice to Tenant of its election to do sowithin thirty (30) days after the date of occurrence of such damage.  For the purpose hereof, the ninety (90) dayrepair period shall be determined based upon a written report/ time estimateprepared by an independent licensed general contractor obtained by Landlord.

 

**Section 14.03****                    ****Reconstruction ofImprovements.**

 

Any reconstruction of the Premises under thisSection shall be in substantial conformity with the improvements as theyexisted prior to the casualty.  Tenant,at its sole cost and expense, shall be responsible for the repair andrestoration of all Tenant improvements and the replacement of its stock intrade, trade fixtures, furniture, furnishings and equipment.  Tenant shall commence the installation offixtures,

 

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equipment,and merchandise promptly upon delivery to it of possession of thePremises.  Landlord shall have no repairobligations if the damage of destruction is due to Tenant’s negligence ormalfeasance.

 

**ARTICLE XV**

**EminentDomain**

 

**Section 15.01****                    ****Total and PartialCondemnation.**

 

If the entire Premises shall be appropriated ortaken under the power or threat of eminent domain by any public or quasi-publicauthority, then this Lease shall terminate and expire as of the date of thevesting of title thereto in such authority, and Landlord and Tenant shallthereupon be released from any further liability or obligation hereunder(except for any liability which has accrued prior to the date of suchtermination).  If any part of the LeasedPremises shall be taken as aforesaid and such partial taking shall render thatportion not so taken untenantable, then this Lease shall terminate and expireas aforesaid.  In addition, if more thanfifty percent (50%) of the net space in the Premises shall be taken asaforesaid, Landlord or Tenant may, by written notice to the other party,terminate this Lease, such termination to be effective as aforesaid.

 

If such partial taking is not so extensive as torender the part of the Premises not so taken untenantable, then this Leaseshall continue in full force and effect except for the portion of the Premisestaken, except that the Rent and all other sums due hereunder by Tenant shall bereduced in the same proportion that the net rentable square feet of spacecontained in the part of the Premises taken bears to the original net rentablesquare feet contained within the Premises leased to Tenant hereunder.  In such event, Landlord shall, upon receiptof the award in condemnation, make all necessary repairs or alterations to thebuilding in which the Premises are contained so as to constitute the portion ofsuch building not taken as a complete architectural unit.  For the purposes hereof, the amount receivedby Landlord shall mean that part of the award in condemnation for the value ofthe diminished fee which is free and clear to Landlord of any collection by anymortgagee, ground or underlying lessor or other party to any financing orrefinancing of the Premises.

 

Tenant shall have the right to claim from thecondemning authority, but not from Landlord, such compensation as may berecoverable by Tenant in its own right for damage to Tenant’s business,fixtures and improvements installed by Tenant at its own cost and expenseprovided same does not reduce the amount to be paid to Landlord.

 

Whenever the Rent Payment shall be abated pursuantto this Section 15.01, such abatement shall continue until the date whichshall be the first to occur of: (i) fifteen (15) days after Landlordnotifies Tenant that the Premises have been substantially repaired and restored;or (ii) the date Tenant’s business operations are restored in thePremises, as modified, if applicable.

 

**Section 15.02****                    ****Damages**

 

In the event of any condemnation or taking asprovided above, whether whole or partial, Tenant shall not be entitled to anypart of the award, as damages or otherwise, for such condemnation.  Landlord shall receive the full amount ofsuch award, and Tenant hereby expressly waives any right or claim to any partthereof.  Although all damages in theevent of any condemnation shall belong to Landlord, whether such damages areawarded as compensation for diminution in value of the leasehold or the fee ofthe Premises, Tenant shall have the right to claim and recover from thecondemning authority, but not from Landlord, such compensation as may beseparately awarded or recoverable by Tenant in Tenant’s own right on account ofany damage or loss to Tenant’s business by reason of the condemnation and foror on account of any cost or loss of Tenant in removing Tenant’s merchandise,furniture, fixtures, leasehold improvements and equipment from the Premises.

 

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**Section 15.03****                    ****Sale Under Threat ofCondemnation.**

 

A sale by Landlord to any authority having the powerof eminent domain, either under threat of condemnation or while condemnationproceedings are pending, shall be deemed a taking under the power of eminentdomain for all purposes under this Article XV.

 

**ARTICLE XVI**

**Default**

 

**Section 16.01****                    ****Tenant’s Events of Default.**

 

Upon the occurrence of one or more of the followingEvents of Default, Landlord shall have any and all rights and remedies setforth in this Lease:

 

(a)                                  In the event Tenant should fail to pay anyone or more monthly installments of Base Rent, or any other sums required to bepaid as Additional Rent, as and when they become due; provided that Tenantshall receive written notice of payment default and have five (5) daysfollowing said notice to pay the monthly installment (together with anyadditional sums due under Section 16.02, if any) in full as to the firstof such occurrences of such payment default during any calendar year.  If Landlord provides one (1) paymentdefault notice in any calendar year no subsequent payment default during thatcalendar year shall require notice nor be subject to any grace period.

 

(b)                                 In the event a petition in bankruptcy underany present or future bankruptcy laws (including but not limited toreorganization proceedings) be filed by or against Tenant or any guarantor ofthis Lease and such petition is not dismissed within thirty (30) days from thefiling thereof, or in the event an order for relief under Title II, U.S.C. isentered with respect to Tenant or any guarantor of this Lease is adjudged to bebankrupt.

 

(c)                                  In the event an assignment for the benefit ofcreditors is made by Tenant or any Guarantor of this Lease;

 

(d)                                 In the event of an appointment by any courtof a receiver or other court officer of the property of Tenant or of anyGuarantor of this Lease, and such receivership is not dismissed within thirty(30) days from such appointment;

 

(e)                                  In the event Tenant removes, attempts toremove, or permits to be removed from the Premises, except in the usual courseof trade, the goods, furniture, effects or other property of Tenant broughtthereon;

 

(f)                                    In the event Tenant, before the expiration ofthe Lease Term, substantially vacates or abandons the Premises, i.e., fails tooccupy and use the Premises for thirty (30) days or more for causes other thanfire casualty or force majeure;

 

(g)                                 In the event Tenant uses the Premises for anypurpose other than the Permitted Use of Premises, or ceases to use the Premisesfor the Permitted Use of the Premises;

 

(h)                                 In the event an execution or other legalprocess is levied upon the goods, furniture, effects or other property ofTenant brought on the Premises, or upon the interest of Tenant in this Lease,and the same is not satisfied or dismissed within ten (10) days from suchlevy;

 

(i)                                     In the event Tenant violates any other term,condition or covenant on the part of Tenant to be performed hereunder, andfails to commence the remedy of the same within ten (10) days afterwritten notice thereof is given by Landlord to Tenant and complete such remedywithin thirty (30) consecutive days after such written notice; provided,however, that if such violation is not curable within thirty (30) days, then

 

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theTenant shall be required to have commenced such remedy within such ten(10) days subsequent to such notice and continuously pursues such curethereafter until completed.

 

**Section 16.02****                    ****Remedies of Landlord.**

 

(a)                                  In the event of the occurrence of an Event ofDefault by Tenant, Landlord, at Landlord’s option, may elect to do one or moreof the following:

 

1.             Accelerate all of the remaining Rent for theLease Term, in which event all Rent shall become immediately due and payable.

 

2.             Terminate this Lease and re-enter thePremises and remove all persons and property from the Premises, either bysummary proceedings or by any other suitable action or proceeding at law, orotherwise; or

 

3.             Without terminating this Lease, re-enter thePremises and remove all persons and property from the Premises, either bysummary proceedings or by any other suitable action or proceeding at law, orotherwise, and relet all or any part of the Premises.

 

4.             With respect to Tenant’s default underprovisions of Section 16.01(i), Landlord may undertake to cure suchevent of default in a commercially reasonable manner and Tenant shall be liablefor Landlord’s expenses incurred in curing such event of default together withinterest at the rate of eighteen percent (18%) per annum, all of which shall bedue and payable as Additional Rent hereunder. Provided however, Landlord shall prior to incurring any expensehereunder provide notice to Tenant of the planned curative action andLandlord’s estimate of costs for such curative action and Tenant shall have ten(10) days after receipt of such notice to undertake appropriate curativeaction, failing which Landlord may do so as provided herein.

 

(b)                                 If Landlord elects to terminate this Lease:

 

1.             Landlord shall give written notice of suchtermination, which shall take effect ten (10) days after such notice isgiven, or such greater number of days as is set forth in such notice, fully andcompletely as if the effective date of such termination were the dateoriginally set forth in this lease for the expiration of the Least Term;

 

2.             Tenant shall quit and peacefully surrenderthe Premises to Landlord, without any payment by Landlord for doing so, on abefore the effective date of termination; and

 

3.             All Rent, including accelerated Rent, shallbecome due and shall be paid up to the effective date of termination, togetherwith such expenses, including attorneys’ fees, as Landlord shall incur inconnection with such termination.

 

(c)                                  No receipt of monies by Landlord from Tenantafter termination of this Lease shall reinstate, continue, or extend the LeaseTerm, affect any notice previously given by Landlord to Tenant, or operate as awaiver of the right of Landlord to enforce the payment of Rent.

 

(d)                                 If Landlord terminates this Lease, Landlordshall be entitled to retain, free of trust, all sums then held by Landlordpursuant to any of the previous provisions of this Lease.  In the interim following such terminationuntil the retention of such sums by Landlord free of trust, such sums shall beavailable to Landlord, but not to Tenant, pursuant to and for the purposesprovided by the terms and conditions of this Lease.

 

(e)                                  If Tenant does not pay rent by the fifth (5th)day after it is due, a late charge of five percent (5%) of the delinquentpayment shall be due, effective as of the first day payment was to have beenmade.  If the Landlord does not receivethe rent due by the fifth (5th) day after it is due, the Landlord,at the Landlord’s

 

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option,may give written notice of late payment to the Tenant; provided, however, thatif such late payment notice is given, a late charge of ten percent (10%) of thedelinquent payment shall be due effective as of the first day payment was tohave been made.  If the Tenant does notpay rent plus the late charge by the fifteenth (15th) day after thedue date, interest on the outstanding amount due shall accrue at the rate ofeighteen percent (18%) per annum on the total amount due and amountsoutstanding until the same, plus all accrued interest thereon, is paid infull.  In the event any check, bank draftor negotiable instrument given for any payment under this Lease shall bedishonored at any time for any reason whatsoever not attributable to Landlord,Landlord shall be entitled, in addition to any other remedy that may beavailable, to an administrative charge of Two Hundred Dollars ($200.00).

 

(f)                                    In the event of any re-entry and/ordispossession by summary proceedings or otherwise without termination of thisLease:

 

1.                                       All Rent shall become due and shall be paidup to the time of such re-entry and/or dispossession, together with suchexpenses, including attorney’s fees, as Landlord shall incur in connection withsuch re-entry and/or dispossession by summary proceedings or otherwise; and

 

2.                                       All Rent for the remainder of the Lease Termmay be accelerated and due in full, the collection of such sums being subjectto the provisions of Subsection 16.02(f), below; and

 

3.                                       Landlord may relet all or any part of thePremises, either in the name of Landlord or otherwise, for a term or termswhich may, at Landlord’s option, be equal to, less than, or greater than theperiod which would otherwise have constituted the balance of the LeaseTerm.  In connection with such reletting:

 

(i)            Tenant or Tenant’s representative shall pay,as Additional Rent, to Landlord, as they are incurred by Landlord, suchreasonable expenses as Landlord may incur in connection with reletting,including, without limitation, legal expenses, attorneys’ fees, brokeragecommissions and expenses incurred in altering, repairing, and putting thePremises in good order and condition and in preparing the Premises forreletting;

 

(ii)           Tenant or Tenant’s representative shall payto Landlord, in monthly installments on the due dates for Rent payments foreach month of the balance of the Term, the amount by which any Rent paymentexceeds the net amount, if any, of the rents for such period collected onaccount of the reletting of the Premises; any suit brought to collect suchamount for any month or months shall not prejudice in any way the rights ofLandlord to collect the deficiency for any subsequent month or months by asimilar action or proceeding;

 

(iii)          At Landlord’s option exercised at any time,Landlord shall be entitled to recover immediately from Tenant, in addition toany other proper claims, but in lieu of and not in addition to any amount whichwould thereafter become payable under the preceding subsection, a sum equal tothe amount by which the sum of the Rent for the balance of the Lease Term,discounted based upon the prime rate less two percent (2%) to its then-presentvalue, exceeds the net rental value of the Premises, discounted at the sameannual rate to its then-present value, for the balance of the Lease Term.  In determining such net rental value of thePremises, the rent realized by any reletting of the Premises, if such relettingis upon terms generally comparable to the terms of this Lease, shall be deemedto be such net rental value;

 

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(iv)          At Landlord’s option, Landlord may make suchcommercially reasonable alterations in or upon the Premises as Landlord, inLandlord’s sole judgment, considers advisable and necessary for the purpose ofreletting the Premises to an identifiable prospective tenant.  The making of such alterations shall notoperate or be construed to release Tenant from liability under thisSection 16.02.  The cost of all suchalterations and/or decorations shall be paid by Tenant to Landlord asAdditional Rent;

 

(v)           Landlord shall have, receive, and enjoy asLandlord’s sole and absolute property, any and all sums collected by Landlordas Rent or otherwise on reletting the Premises after Landlord shall resumepossession of the Premises as provided by this Lease, including, withoutlimitation, any amounts by which the sum or sums so collected shall exceed thecontinuing liability of Tenant under this Lease.  If Landlord shall have accelerated Rentpayments and collected same from Tenant, and subsequently shall have relet thePremises, then Landlord, after deducting all costs related to reletting,including, but not limited to, those described or anticipated in thisSection 16.02, shall pay to Tenant the amount remaining which is collectedas Rent for each month, to the extent Landlord shall have previously receivedthe Rent for such month from Tenant.

 

(vi)          Landlord and Tenant agree that after thecommencement of suit for possession of the Premises or after final order orjudgment for the possession of the Premises, Landlord may demand, receive, andcollect any monies due or coming due without in any manner affecting such suit,order, or judgment.  All such moniescollected shall be deemed to be payments on account of the use and occupationof the Premises, or, at the election of Landlord, on account of Tenant’sliability under this Lease;

 

(vii)         The words “re-enter” and “re-entry”, as usedin this Section 16.02, are not and shall not be restricted to theirtechnical legal meaning, but are used in the broadest sense;

 

(viii)        Landlord, in addition to other rights andremedies it may have, shall have the right to (a) keep in place and useall of the furniture, fixtures, and equipment in the Premises, including thatwhich is owned by or leased to Tenant, and (b) to remove all or any partof Tenant’s property from the Premises and any property removed may, atLandlord’s option be stored in any public warehouse or elsewhere at the cost ofand for the account of Tenant.  Landlordshall not be responsible for the care or safekeeping of such property, whetherin transport, storage or otherwise. Tenant waives any and all claim against Landlord for loss, destructionand/or damage or injury which may be occasioned by any of the aforesaidacts.  Tenant shall be liable to Landlordfor costs incurred by Landlord in connection with any storage, transport orother acts anticipated in this Section 16.02 and shall not harmless andindemnify Landlord from all loss, damage, cost, expenses and liability inconnection therewith.  Landlord shallalso have the right to relinquish possession of all or any portion of suchfurniture, fixtures, equipment and other property to any person (“Claimant”)claiming to be entitled to possession of such property, and who presents toLandlord a copy of any instrument represented to Landlord by Claimant to havebeen executed by Tenant (or any predecessor of Tenant) granting Claimant theright under various circumstances to take possession of such furniture,fixtures, equipment or other property, without the necessity on the part ofLandlord to inquire into the authenticity of Tenant’s or Tenant’s predecessor’ssignature thereon and without the necessity of Landlord

 

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making any nature of investigation or inquiry as tothe validity of the factual or legal basis upon which the Claimant purports toact.  Tenant agrees to indemnify and holdLandlord harmless from all cost, expense, loss, damage and liability incidentto Landlord’s relinquishment of possession of all or any portion of suchfurniture, fixtures, equipment or other property to Claimant.  No re-entry or taking possession of thePremises by Landlord shall be construed as an election on Landlord’s part toterminate this Lease unless a written notice of such intention is given toTenant.  Notwithstanding any suchre-letting without termination, Landlord may at all times thereafter elect toterminate this Lease for such previous default. Any such re-entry shall be allowed by Tenant without hindrance, andLandlord shall not be liable in damages for any such re-entry, or guilty oftrespass or forcible entry; and

 

(ix)           Landlord shall be entitled to the issuance ofpre-judgment writs of replevin, pre-judgment distress writs, attachment writs,break open orders, orders authorizing the locking of the Premises to protectLandlord’s lien on personal property, fixtures and equipment, and such otherorders as may be issued by a court of law or equity without waiving any rightor remedy under Florida law.  Landlordshall have the right to take possession as allowed under Chapter 78, FloridaStatutes.  The remedies described in thisArticle XVI are cumulative and in addition to and without waiver of allremedies allowed Landlord by this Lease or by case law, common law and statutenow or hereinafter in effect.  Tenantagrees that the rights and remedies granted Landlord in this Article XVIare commercially reasonable.

 

**Section 16.03****                    ****Waiver, Accord andSatisfaction.**

 

The waiver by Landlord or Tenant of any default ofany term, condition or covenant shall not be a waiver of any subsequent defaultof the same or any other term, condition or covenant.  The consent or approval by Landlord to or ofany act by Tenant requiring Landlord’s consent or approval shall not be deemedto waive or render unnecessary Landlord’s consent to or approval of anysubsequent similar act by Tenant.  Nore-entry hereunder shall bar the recovery of Rent or damages for the default ofany of the terms, conditions or covenants of Tenant.  The receipt of Rent after default orcondition broken, or delay on the part of Landlord to enforce any right underthis Lease shall not be deemed a waiver of any preceding default by Tenant ofany term, covenant or condition of this Lease, or a waiver of the right ofLandlord to terminate this Lease or to re-enter or to re-let the Premises.  No payment by Tenant or receipt by Landlordof a lesser amount than the Rent herein stipulated to be paid shall be deemedto be other than on account of the earliest stipulated Rent, nor shall anyendorsement or statement on any check or any letter accompanying any check orpayment as Rent be deemed an accord and satisfaction, and Landlord may acceptsuch check or payment without prejudice to Landlord’s right to recover thebalance of such Rent or pursue any other remedy provided in this Lease or bylaw or equity.  Any waiver of rights byeither party shall be deemed not only to be a waiver of such rights by suchparty but also a waiver of such rights for and on behalf of such party’ssuccessors and assigns.

 

**Section 16.04****                    ****Tenant Claims.**

 

If at any time Tenant shall claim Landlord is indefault, or assert any defense to payment of Base Rent, Additional Rent orother sums due under this Lease, other than the defense of complete previouspayment, Tenant may not withhold any payments under this Lease but must, as acondition precedent to the making of any such claim or defense either(a) pay all disputed sums to Landlord, or (b) deposit all disputedsums with the Manatee County Circuit Court. This provision is a material inducement to Landlord to execute thisLease.

 

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**Section 16.05****                    ****Liability of Landlord.**

 

Tenant shall look solely to the estate and propertyof Landlord in the Premises for the collection of any judgment, or inconnection with any other judicial process, requiring the payment of money byLandlord in the event of any default by Landlord with respect to any of theterms, covenants and conditions of this Lease to be observed and performed byLandlord.  Landlord shall have no personalliability in regard to the covenants, obligations, representations orprovisions of this Lease.  No otherproperty or estates of Landlord shall be subject to levy, execution or otherenforcement procedures for the satisfaction of Tenant’s remedies and rightsunder this Lease.  Landlord shall not bedeemed in default with respect to failure to perform any of the terms,covenants and conditions of this Lease if such failure to perform shall be dueto any strike, lockout, civil commotion, war-like operations, invasion,rebellion, military power, sabotage, government regulations or controls,inability to obtain any material or utilities, hurricane, windstorm, Act ofGod, termination of underlying lease or any other cause beyond the control ofLandlord.

 

**Section 16.06****                    ****Legal Expense.**

 

If either Landlord or Tenant employs the services ofany attorney to enforce any of its rights under this Lease or to collect anysums due to it under this Lease or to remedy the breach of any covenant of thisLease, regardless of whether suit be brought, the non-prevailing party shallpay to the prevailing party reasonable attorney’s fees and costs for suchservices.  Should suit be brought for therecovery of possession of the Premises, or for Rent or any other sum due under thisLease, or should Landlord or Tenant bring suit because of the default of any ofthe other’s covenants under this Lease, the prevailing party’s reasonableattorney’s fees and costs shall be paid by the non-prevailing party.

 

**Section 16.07****                    ****Landlord’s Default.**

 

Landlord shall be in default under this Lease ifLandlord fails to comply with all terms and conditions of this Lease and suchfailure shall continue for a period of thirty (30) days after Landlord’sreceipt of written notice thereof from Tenant, but if such failure shall be ofa type which cannot reasonably be cured within thirty (30) days, Landlord shallnot be in default provided that it has mobilized reasonable efforts to curesuch default within the initial thirty (30) day period and thereafterdiligently and continuously pursues completion of the remedial action to curesuch default.  In all events hereunder,Tenant’s notice to Landlord of Landlord’s default shall declare withspecificity, Landlord’s alleged failure of performance.

 

Upon occurrence of any default by Landlord under thisLease, Tenant shall have the option to pursue any one or more of the followingremedies:

 

(a)                                  Cure such default of Landlord, if applicable,in which event Tenant may charge Landlord all costs and expenses incurred byTenant in connection with such cure including reasonable attorney’s fees andcosts and default interest at the rate of eighteen percent (18%) per annum onany sums owed by Landlord to Tenant resulting from Tenant’s cure of Landlord’sdefault (provided, however, before Tenant incurs any expense under the securityprovision, Tenant shall provide written notice to Landlord of Tenant’s intendedcurative actions, and estimate of Tenant’s costs associated therewith includingspecifically any third party estimates for services to be provided to cure suchevent of default and Landlord shall have ten (10) days from receipt ofsuch notice to undertake reasonable curative efforts, failing which Tenant maycomplete its curative action as provided herein); or

 

(b)                                 Take such other action available to Tenant atlaw or in equity, including but not limited to, the right to recover damagesincurred by Tenant as a result of Landlord’s default.  Tenant may off-set against any Rent,Additional Rent, Premise Operating Cost or other sums of money due to Landlordunder the terms and provisions of this Lease, the amount of any damages, costs,fees or expenses, including attorney’s fees and expenses awarded to Tenant by acourt of competent jurisdiction as a result of Landlord’s default.

 

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**ARTICLE XVII**

**Access byLandlord**

 

**Section 17.01****                    ****Right of Entry.**

 

Upon twenty-four (24) hours’ advance notice,Landlord and Landlord’s agents shall have the right to enter the Premises atall times during normal business hours to examine the same, and to show them toprospective purchasers or lessees of the Premises, and to make such repairs,alterations, improvements or additions as Landlord may deem necessary ordesirable.  Prior to the expiration ofthe then-current Lease Term, Landlord may exhibit the Premises to prospectivetenants or purchasers, and place upon the Premises the usual notices, ‘‘To Let”or “For Sale,” or similar notices, which notices Tenant shall permit to remainthereon without molestation.  In theevent of emergency, if Tenant shall not be personally present to open andpermit entry into the Premises and entry shall be necessary to deal with suchemergency, Landlord or Landlord’s agent may enter without in any manneraffecting the obligations and covenants of this Lease.  Landlord or its agent may enter the Premisesto make inspections, repairs, alterations or additions in or to thePremises.  Landlord retains an easementover and access to the unimproved portions of the Premises to install, use andmaintain pipes, lines and conduits in and through the Premises providedTenant’s use and occupancy is not unreasonably disturbed.  Notwithstanding the foregoing, Landlord mayaccess the joint use entryway at any time and without notice to Tenant forfurther access to the 2nd floor.

 

**ARTICLE XVIII**

**HoldingOver, Successors**

 

**Section 18.01****                    ****Holding Over.**

 

(a)                                  In the event Tenant remains in possession ofthe Premises after the expiration of the Lease Term, and without the executionof a new Lease or Lease modification and renewal, Tenant, at the option ofLandlord, shall be deemed to be occupying the Premises as a tenant atsufferance at a monthly rental rate equal to two (2) times the Base Rentpayable during the last month of the Lease Term (the “Holdover Rent.”)  In addition to the Holdover Rent, Tenantagrees to pay monthly all installments of Additional Rent as provided for inthis Lease.  Such tenancy shall besubject to all the other conditions, provisions and obligations of this Lease.

 

(b)                                 Tenant and any present or future Guarantoracknowledge that if Tenant or any other tenant shall fail to surrender thePremises upon termination of the Lease Term (including but not limited to anytenancy by sufferance described in Section 18.01(a). and any earlytermination of either this Lease or of Tenant’s right to possession of thePremises in the event of an Event of Default as described in Article XVIor in the event of the termination of the underlying lease), then Tenant andGuarantor(s), jointly and severally, shall be liable for all damages, actualand consequential, arising from, growing out of or related to any such failureto surrender the Premises, as well as for all other remedies inArticle XVI and elsewhere in this Lease.

 

**Section 18.02****                    ****Successors.**

 

All rights and liabilities herein given to, orimposed upon, the respective parties hereto shall extend to and bind theseveral respective heirs, executors, administrators, successors, and permittedassigns of said parties; and if there shall be more than one Tenant, they shallbe bound jointly and severally by the terms, covenants and agreementsherein.  In the event Landlord conveysits interest in the Building and the purchaser assumes Landlords’ obligationsand covenants, Landlord shall thereupon be relieved of all further obligationshereunder without alteration to the Lease terms.  The terms Landlord and Tenant in this Leaseinclude any successors to or assigns of the original Landlord and Tenant.

 

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**ARTICLE XIX**

**QuietEnjoyment**

 

**Section 19.01****                    ****Landlord’s Covenant.**

 

Landlord hereby represents and warrants to theTenant that it is the owner of fee simple title to the Premises and that it hasthe right and authority to enter into this lease without the joinder orapproval of any person or entity. Landlord covenants and agrees that so long as the Tenant pays all Rentdue hereunder and performs and observes all the covenants and provisionshereof, Tenant shall peaceably and quietly enjoy the full possession and use ofthe Premises, without any hindrance or molestation from the Landlord or anyother party claiming by or through the Landlord.  Landlord further represents and warrants toTenant that as of the date of Tenant’s occupancy of the Premises under thisLease, there shall exist unobstructed and adequate means of ingress and egressto the Premises from an abutting public right-of-way and that the Premises areas of the date hereof, free from all encumbrances, liens, defects in title,tenancies, restrictions, easements or agreements which would prohibit orrestrict the use of all or a material part of the Premises for the usecontemplated herein.   The Landlordfurther warrants to Tenant that Landlord has no knowledge of any planned orcommenced improvements which have resulted or which may result in a specialassessment or otherwise adversely or materially affect the Premises.

 

**ARTICLE XX**

**Miscellaneous**

 

**Section 20.01****                    ****Entire Agreement.**

 

This Lease with all its Exhibits and Addendum,constitutes all agreements, conditions and understandings between Landlord andTenant concerning the Premises and the Building.  All representations, either oral or written,shall be deemed to be merged into this Lease Agreement.  Except as herein otherwise provided, nosubsequent alteration, waiver, change or addition to this Lease shall bebinding upon Landlord or Tenant unless reduced to writing and signed by them.

 

**Section 20.02****                    ****Relation of Parties.**

 

Nothing in this Lease shall be construed as creatinga partnership or joint venture between Landlord and Tenant or any other party,or to cause Landlord or Tenant to be responsible in any way for the debts orobligations of Tenant or Landlord, respectively, or of any other party.

 

**Section 20.03****                    ****Successors and Assigns.**

 

The terms and conditions of this Lease shall bindthe parties and their respective successors and assigns, and shall inure to thebenefit of the parties and their respective permitted successors andassigns.  No rights, however, shall inureto the benefit of Tenant unless the assignment to such assignee has beenapproved by Landlord in writing as provided in Article XII hereof, if suchapproval is required thereunder.  Nothingcontained in this Lease shall in any manner restrict Landlord’s right to assignor encumber this Lease and in the event Landlord sells or transfers itsinterest in the Premises and the purchaser or transferee assumes Landlord’sobligations under this Lease, Landlord shall thereupon be relieved from allfurther obligations under this Lease.

 

**Section 20.04****                    ****Notices.**

 

(a)                                  Any notices by Tenant to Landlord shall beserved by certified mail, return receipt requested, or by nationally recognizedovernight delivery service, addressed to Landlord at the address specified inSection 1.01 (a), and/or at such other addresses as Landlord may designateby written notice.

 

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(b)                                 Any notice by Landlord to Tenant shall beserved by certified mail, return receipt requested, or by nationally recognizedovernight delivery service, addressed to Tenant at the Premises or at suchaddress specified in Section 1.01 (b) or by delivery by Landlord tothe Premises or to such other address.

 

(c)                                  All notices given under this Lease shall bein writing, and shall be effective and deemed to have been given only uponreceipt by the party to which notice is being given, said receipt being deemedto have occurred upon hand delivery (or by posting if to Tenant’s Premises), orupon such date as the postal authorities or overnight delivery service shallshow the notice to have been delivered or refused, or undeliverable at the lastaddress given by due notice to the party giving notice, as evidenced by thereturn receipt.

 

**Section 20.05****                    ****Recording.**

 

Tenant shall not record this Lease, or anymemorandum or short form thereof, without the written consent and joinder ofLandlord.  However, this Lease may berecorded by Landlord at Landlord’s option. If this Lease is recorded by the Tenant without written consent of theLandlord, then this Lease may, at any time, without notice and whenever theLandlord so elects, be declared null and void.

 

**Section 20.06****                    ****Waiver of Jury Trial;Counterclaims; Mediation.**

 

LANDLORD AND TENANT, AND ANY GUARANTOR OF THISLEASE, WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BYEITHER OF THEM AGAINST THE OTHER ON ANY MATTERS ARISING OUT OF OR IN ANY WAYCONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, ANDTENANT’S USE OR OCCUPANCY OF THE PREMISES. Tenant, and any Guarantor, further agrees that it shall not interposeany counterclaim or counterclaims, except compulsory counterclaims, in asummary proceeds or in any action based upon nonpayment of rent or any otherpayment required of Tenant, or any Guarantor, hereunder.  Upon Landlord’s, Tenant’s, or any Guarantor’srequest, Landlord, Tenant, and/or any Guarantor, shall participate in mediationof a dispute between Landlord and Tenant, or any Guarantor.  The cost of a mediator shall be borne equallyby Landlord and Tenant, and/or Guarantor.

 

**Section 20.07****                    ****Time of Essence.**

 

Time is of the essence with respect to theperformance of every provision of this Lease in which time of performance is afactor.

 

**Section 20.08****                    ****Rights Cumulative.**

 

Any and all rights, remedies and options given inthis lease to Landlord and/or Tenant shall be cumulative and in addition to andwithout waiver of any right or remedy given under any law (common law, caselaw, statute, ordinance, regulation or other act of a Legal Authority) now orhereafter in effect.  Landlord and/orTenant shall have, to the fullest extent permitted by law, the right to enforceany rights or remedies separately and to pursue any lawful action orproceedings to exercise or enforce any right or remedy without thereby waivingor being barred or estopped from exercising and enforcing any other rights andremedies by appropriate action or proceedings.

 

**Section 20.09****                    ****Authority.**

 

Each party represents to the other that it has fulllegal right, power, and authority to enter into, execute and perform thisLease, and the parties executing this Lease have the full power and authorityto do so.

 

**Section 20.10****                    ****Intentionally Omitted.**

 

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**Section 20.11****                    ****Governing Law; Venue.**

 

This Lease shall be construed in accordance with thelaws of the State of Florida.  The venueof any litigation arising out of this Lease shall be Manatee County, Florida.

 

**Section 20.12****                    ****Terms and Headings.**

 

The terms Landlord and Tenant as herein containedshall include singular and/or plural, masculine, feminine and/or neuter, heirs,successors, executors, administrators, personal representatives and/or assignswherever the context so requires or admits. The terms, provisions, covenants and conditions of this Lease are expressedin the total language of this Lease Agreement and the section headings aresolely for the convenience of the reader and are not intended to be allinclusive.  Any exhibit or attachment orformally executed addendum or modification of this Lease shall be expresslydeemed incorporated by reference herein unless a contrary intention is clearlystated therein.

 

**Section 20.13****                    ****Force Majeure.**

 

Landlord and/or Tenant shall not be required toperform any term, condition, or covenant in this Lease so long as suchperformance is delayed or prevented by *forcemajeure*, which shall mean acts of God, labor disputes (whetherlawful or not), material or labor shortages, restrictions or delays by anygovernmental authority, civil riots, floods, adverse weather conditions notreasonably anticipatable, unavoidable casualties and any other cause notreasonably within the control of Landlord and/or Tenant and which by theexercise of due diligence Landlord and/or Tenant is unable, wholly or in part,to prevent or overcome.  Lack of moneyshall not be deemed *force majeure*.  Any party claiming a *force majeure* delay hereunder shallprovide written notice to the opposing party within seven (7) days aftercommencement of said delay specifying the cause and extent of delay.

 

**Section 20.14****                    ****No Waiver.**

 

No waiver by either party of any breach by the otherparty of any term or condition of this Lease, and no failure by either party toexercise any right or remedy in respect of any such breach, shall constitute awaiver or relinquishment for the future, or bar any right or remedy of suchparty in respect of, any other breach of such term or condition or any breachof any other term or condition of this Lease. No payment by Tenant or receipt of payment by Landlord of an amount lessthan the full amount then due Landlord under this Lease shall be construed asanything other than a partial payment of such sum then due and owing.  No endorsement or statement on any check orletter or any form of payment of accompanying document shall be deemed to be anaccord or satisfaction or other form of settlement; Landlord may accept anysuch payment without prejudice to its rights to recover the balance of sums dueand owing under this Lease or to pursue any other remedy permitted under thisLease.

 

**Section 20.15****                    ****Survival.**

 

All obligations of Tenant which are or may beintended by their nature to be performed and/or complied with after theexpiration or earlier termination of this Lease shall survive such expirationor termination.  Express provisions inthis Lease which require or permit survival in specific instances, or as tospecific obligations, shall not be deemed a limitation upon the generality ofthis survival clause.

 

**Section 20.16****                    ****Provisions Severable.**

 

Every provision of this Lease shall be valid and beenforced to the fullest extent permitted by law.  If any provision of this Lease, or theapplication of such provision to any person or circumstance, shall bedetermined by appropriate judicial authority to be illegal, invalid, orunenforceable to any extent, such provision shall, only to such extent, bedeemed stricken from this Lease as if never included.  The remainder of this Lease, and theapplication of such provision to persons or circumstances other than those asto which such provision is held illegal, invalid, or unenforceable, shall notbe affected.

 

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**Section 20. 17****                 ****Mortgagee Protection.**

 

Tenant agrees to give any mortgagees, by registeredmail, a copy of any Notice of Default served upon the Landlord, provided thatprior to such Notice, Tenant has been notified, in writing (by way of Notice ofAssignment of Rents and Leases, or otherwise), of the addresses of suchmortgagees.  Tenant further agrees thatif Landlord shall have failed to cure such default within the time provided forin this Lease, then the mortgagees shall have thirty (30) days from receipt ofnotice from Tenant within which to cure such default, or if such default cannotbe cured within that time, then such additional time as may be necessary ifwithin such thirty (30) days any mortgagee has commenced and is diligentlypursuing the remedies necessary to cure such default (including, but notlimited to, commencement of foreclosure proceedings, if necessary to effectsuch cure), in which event this Lease shall not be terminated while suchremedies are being so diligently pursued.

 

**Section 20.18****                    ****Joint Obligation.**

 

If there is more than one Tenant, the obligationshereunder imposed upon Tenant shall be joint and several.  The individuals executing this Lease in theirrepresentative capacities shall have no personal liability hereunder.

 

**LANDLORD AND TENANT**have executed this Lease, or have caused itto be executed, as of the day and year designated on page one.

 
|   | Signed, sealed and delivered | Landlord:        | **Gulfcoast Property No. 1, LLC, a**      |            |
|--------|------------------------------|------------------|------------------------------------------------|-----------------|
|   | In the presence of:          |             | **Florida limited liability company,**         |            |
|   |                         |             |                                           |
|   |                         |             |                                           |
|   |                         | By:              |                                           | /s/Hugh Miller  |   |   |
|   |                         |             |                                           |            | Hugh Miller |   |   |
|   |                         | Its:             |                                           | Managing Member |   |   |
|   |                         | /s/Michael Hobbs |                                           |            |   |
|   | Print Name:                  |             | Michael Hobbs                                  |            |   |   |
|   |                         |             |                                           |            |   |   |
|   |                         |             |                                           |            |   |   |
|   | Print Name                   |             |                                           |            |   |   |
|   |                         |             |                                           |
|   | (As to Landlord)             |             |                                           |
|   |                         |             |                                           |
|   |                         |             |                                           |
|   |                         | TENANT:          | **Peek Traffic Corp., a Delaware corporation** |            |
|   |                         |             |
|   |                         |             |                                           |
|   |                         | /s/Michael Hobbs |                                           | By:             |   | /s/Timothy O’Leary |   |   |
|   | Print Name:                  |             | Michael Hobbs                                  |            |   |   |   | Timothy O’Leary |   |   |
|   |                         | Its:             |                                           |            | President |   |   |
|   |                         |             |                                           |            |   |   |   |
|   |                         |             |                                           |            |   |   |   |
|   | Print Name:                  |             |                                           |            |   |   |
|   |                         |             |                                           |            |   |   |
|   | (As to Tenant)               |             |                                           |            |
|        |                              |                  |                                                |                 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

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**Exhibit D**

 

**GUARANTYAGREEMENT**

 

IN CONSIDERATION OF, and as an inducement for thegranting, execution and delivery of the foregoing Lease datedSeptember 22nd, 2005 (hereinafter called the “Lease”), by GULFCOASTPROPERTY NO. 1, LLC, a Florida Limited Liability Company, the Landlord thereinnamed (hereinafter called the “Landlord”) to, PEEK TRAFFIC CORP., a Delawarecorporation, the Tenant therein named (hereinafter called the “Tenant”), and infurther consideration of the sum of Ten Dollars ($10.00) and other good andvaluable considerations paid by the Landlord to the undersigned, the receiptand sufficiency of which is hereby acknowledged, the undersigned QUIXOTECORPORATION, a Delaware Corporation, (hereinafter called the “Guarantor”),hereby guarantees to the Landlord the full and prompt payment of rent,including, but not limited to, the fixed minimum rent, percentage rent, commonarea charges, additional rent, and any and all other sums and charges payableby the Tenant under said Lease and any extension or renewal thereof, and herebyguarantees the full and timely performance and observance of all the covenants,terms, conditions and agreements therein provided to be performed and observedby the Tenant; and the Guarantor hereby covenants and agrees to and with theLandlord that, if default shall at any time be made by the Tenant in thepayment of any such fixed minimum rent, percentage rent, common area charge,additional rent, or any other such sums and charges payable by the Tenant undersaid Lease, or if Tenant should default in the performance and observance ofany of the terms, covenants, provisions or conditions contained in said Lease,the Guarantor shall and will forthwith pay such rent and other such sums andcharges to the Landlord and any arrears thereof, and shall and will forthwithfaithfully perform and fulfill all of such terms, covenants, conditions andprovisions, and will forthwith pay to the Landlord all damages that may arisein consequence of any default by the Tenant under said Lease, including,without limitation, all reasonable attorneys’ fees and disbursements incurredby the Landlord or caused by any such default and/or by the enforcement of thisGuaranty.

 

This Guaranty is an absolute and unconditional Guarantyof payment and of performance. It shall be enforceable against the Guarantorwithout the necessity for any suit or proceedings on the Landlord’s part of anykind or nature whatsoever against the Tenant and without the necessity of anynotice of non-payment, non-performance or non-observance or of any notice ofacceptance of this Guaranty or of any other notice or demand to which theGuarantor hereby expressly waives; and, the Guarantor hereby expressly agreesthat the validity of this Guaranty and the obligations of the Guarantorhereunder shall in no wise be terminated, affected, diminished or impaired byreason of the assertion, or the failure to assert, by the Landlord against theTenant any of the rights or remedies reserved to the Landlord pursuant to theprovisions of the said Lease.

 

This Guaranty shall be a continuing Guaranty, andthe liability of the Guarantor hereunder shall in no way be affected, modifiedor diminished by reason of any assignment, renewal, modification or extensionof the Lease or by reason of any modification or waiver of or change in any ofthe terms, covenants, conditions or provisions of said Lease, or by reason ofany extension of time that may be granted by the Landlord to the Tenant or byreason of any dealings or transactions or matter or thing occurring between theLandlord and the Tenant whether or not notice thereof is given to theGuarantor.

 

All of the Landlord’s rights and remedies under thesaid Lease or under this Guaranty are intended to be distinct, separate andcumulative and no such right and remedy therein or herein mentioned is intendedto be in exclusion of, or a waiver of, any of the others.

 

Guarantor warrants and represents that theundersigned has a direct financial interest in the making of said Lease.

 

This Guaranty, and all the terms, covenants,conditions, agreements, and provisions hereof, shall be binding upon, and shallinure to the benefit of the respective heirs, executors, personalrepresentatives, successors, and assigns of the Landlord, Tenant and Guarantor.Words of any gender used in the Lease shall be construed to include any othergender; words in the singular number shall be construed to include the plural;words in the plural number shall be construed to include the singular; and Tenantand Landlord shall be construed to mean Lessee and Lessor, when the context orsense of this Guaranty requires. Whenever the words Landlord, Tenant, orGuarantor are used herein, they shall be construed to mean, and

 

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theterms, covenants, conditions, agreements, and provisions shall be binding upon,not only the named Landlord, Tenant, and Guarantor, but also the respectiveheirs, executors, personal representatives, successors, and assigns of the Landlord,Tenant and Guarantor.

 

IN WITNESS WHEREOF, the Guarantor has executed thisAgreement on the day and year first above written.

 
| IN THE PRESENCE OF: | GUARANTOR:       |                    |
|---------------------|------------------|-------------------------|
|                |             | **QUIXOTE CORPORATION** |
|                |             |                    |
|                |             |                    |
|                | /s/Erika Lopez   |                    | By: |   | /s/Joan R. Riley |   |   |
|                | Its:             |                    | Vice President & General Counsel |   |   |
|                |             |                    |
|                | /s/Leslie Jezuit |                    |   |   |
|                     |                  |                         |  |  |  |  |  |  |  |

 

STATEOF ILLINOIS

COUNTYOF COOK

 

The foregoing instrument was acknowledged before methis 19th day of September, 2005, by Joan R. Riley, as Vice President andGeneral Counsel of QUIXOTE CORPORATION, who is personally known to me.

 

 
|   |                             | /s/Charlotte M. Castine |   |
|--------|----------------------------------|-------------------------|--------|
|   | Notary Public, State of Florida  |
|   |                             |
|   |                             |
|   | “OFFICIAL SEAL”        |
|   | CHARLOTTE M. CASTINE             |
|   | NOTARY PUBLIC, STATE OF ILLINOIS |
|   | MY COMMISSION EXPIRES 01-05-09   |

 

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**Exhibit E**

 

**Estimated Monthly Payments**

 
| Monthly Rent:            |   | $      | 27,167 |   |
|--------------------------|--------|--------|--------|--------|
| Insurance:               |   | $      | 1,232  |   |
| Property  Tax:           |   | $      | 6,026  |   |
| Association  Fees:       |   | $      | 226    |   |
| Sub-Total                |   | $      | 34,651 |   |
| Tax:  6.5%               |   | $      | 2,252  |   |
| ** **               |   |   |   |
| **TOTAL Rent Per Month** |   | $      | 36,903 |   |

 

Note:  Insurance and Assoc. Fees basedon May 2005 actuals.

 

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