WAREHOUSE
LEASE

       

      1.  Basic
Lease Provisions.

       

      
        	
                 
      

              	
                1.1.

              	
                Parties:  This
      Lease is made and entered into as of the 1st day of February 2009 (the”
      Effective Date”) by and between HIALEAH WAREHOUSE HOLDINGS, LLC, a Florida
      limited liability company (“Landlord”), and NON-INVASIVE MONITORING
      SYSTEMS, INC., a Florida corporation
(“Tenant”).

              


      

       

      
        	
                 
      

              	
                1.2.

              	
                Premises:  As
      shown on Exhibit "A" attached hereto (the
  "Premises").

              


      

       

      
        	
                 
      

              	
                1.3.

              	
                Rentable Square Footage of the
      Premises: 5,175 Square feet.  Landlord and Tenant
      stipulate and agree that the rentable square footage of the Premises is
      correct.

              


      

       

      
        	
                 

              	
                1.4.

              	
                Building
      Address:  621 West 20th
      Street,, Miami, Florida 33010, more fully described as the West 100 feet
      of the the East 210 feet of Tract 1 in Block 2, of BING’S RED ROAD
      TERMINALS, according to the Plat thereof, recorded in Plat Book 65, at
      Page 13, of the Public records of Miami-Dade County,
      Florida.

              


      

       

      
        	
                 
      

              	
                1.5.

              	
                Permitted
      Use:  Manufacturing, warehousing and office
      use.

              


      

       

      
        	
                 
      

              	
                1.6.

              	
                Term:   Three
      ( 3 ) years.

              


      

       

      
        	
                 
      

              	
                1.7.

              	
                Commencement
      Date:  February 01,
2009.

              


      

       

      
        	
                 
      

              	
                1.8.

              	
                Rent:  Tenant
      shall make rent payments under this Lease on a “gross” basis (the “Rent”),
      plus applicable sales tax. The rent shall be increased annually by 3.5% on
      each anniversary date as follows:

              


      

       

      
        
          
            
              
                
                  	

                          Lease
      Period in Months

                        	
                          Rent:

                        	 	
                          Monthly

                        	 	 	
                          Annual

                        	 
	
                          February
      1, 2009 - April 30, 2009

                        	 
      	 	$	3,000.00	**	 	 	 
	
                          May
      1, 2009 - January 31, 2010

                        	 
      	 	$	4,528.13	 	 	 	 
	
                          February
      1, 2010 - January 31, 2011

                        	 
      	 	$	4,686.61	 	 	$	56,239.32	 
	
                          February
      1, 2011 - January 31, 2012

                        	 
      	 	$	4,850.64	 	 	$	58,207.68	 


                

              

            

          

        

      

       

      
        	
                 
      

              	
                **
      Rent for the initial mobilization period of February through April 2009
      shall be $3,000 + 7% sales tax

              


      

       

      Should
Landlord and Tenant mutually agree to modify the rentable square footage of the
Premises as defined under Section 1.3, the gross rent under this Section 1.8
shall be recalculated by adjusting the gross rent in effect immediately prior to
such modification by the percentage change in rentable square footage effected
by such modification.

       

      
        	
                 
      

              	
                1.9.

              	
                Security
      Deposit:  N/A.

              


      

       

      
        	
              	
                1.10.

              	
                Sales
      Taxes.  Tenant shall pay to Landlord with the monthly
      payment of Rent all applicable sales taxes imposed directly upon such rent
      or this Lease.

              


      

       

      
        
          	 	
                  1.11.

                	
                  Real
      Estate Brokers:    
         Landlord:  None

                


        

      

       

      
        	 	
                 
      

              	
                Tenant:  None

              


      

       

      
        	 	
                1.12.

              	
                Addresses
      for Notices:  

              


      

      


      
        
          	
                  Landlord:

                	
                  Hialeah
      Warehouse Holdings, LLC

                
	 
      	
                  4400
      Biscayne Boulevard

                
	 
      	
                  Miami,
      Florida 33137

                
	 	 
	
                  Tenant:

                	
                  NON-INVASIVE
      MONITORING SYSTEMS INC

                
	 
      	
                  4400
      Biscayne Blvd.

                
	 	

                  Miami,
      Florida 33137

                
	
                   

                	

                  Attention:
      Steven B. Mrha

                


        

      

       

      
        
           


        

        
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      2.  Premises.  

       

      2.1.  Lease of
Premises.  Landlord hereby leases the Premises to Tenant,
together with the right to use any portions of the Project, as hereinafter
defined, that are designated by Landlord for the common use of tenants and
others (the “Common Areas”).  The “Project” consists of the building
of which the Premises is a part (the "Building"), the Common Areas, the land
upon which the same are located, along with all other buildings and improvements
thereon or hereunder, including all parking facilities.

       

      2.2.  Acceptance.  Tenant
agrees to accept the Premises in its “as-is” condition existing as of the
Commencement Date.

       

      3.  Term.  
This Lease shall be in full force and effect from the Effective
Date.  The Term and Commencement Date of this Lease are as specified
in Sections 1.6 and 1.7, if any.

       

      4.  Rent.  

       

      4.1.  Rent.  
Tenant shall pay Landlord the Rent for the Premises on the first day of
each calendar month during the Term of this Lease in advance, without notice or
demand, deduction, abatement or offset (unless expressly set forth in this
Lease).   Rent for any partial month during the Term shall be
prorated.  Rent and all other amounts payable to Landlord hereunder
shall be payable to Landlord in lawful money of the United States and Tenant
shall be responsible for delivering said amounts to Landlord at the address
stated herein or to such other persons or to such other places as Landlord may
designate in writing.  The Rent payments to be made by Tenant
hereunder are made on a “gross” basis and, except as may be expressly stated
otherwise herein, Tenant shall not be required to make any additional payments
to Landlord for Tenant’s share of any real estate taxes on the Premises or the
Building, for any insurance on the Premises or the Building, for any common area
maintenance charges, for use of the furniture located within the Premises, for
the use of the unreserved and reserved parking spaces provided to Tenant herein,
or for the services to be provided by Landlord under Section 11.1.

       

      5.  Security Deposit.  N/A.

       

      6.  Use.  

       

      6.1.  Use.  The
Premises shall be used for warehouse space and for general office use, and not
for any purpose which would violate the Project's certificate of occupancy, any
conditional use permit or variance applicable to the Project or violate any
covenants, conditions or other restrictions applicable to the
Project.

       

      6.2.  Compliance with
Law.  Landlord warrants to Tenant that, to the best of
Landlord's knowledge, the Premises, in the state existing on the Effective
Date,  does not violate any covenants or restrictions of record, or
any applicable building code, regulation or ordinance in effect on such date and
may be used for office purposes.  Tenant shall, at Tenant's sole
expense, promptly comply with all laws, statutes, codes, ordinances, orders,
covenants, restrictions or record, rating bureaus or governmental agencies,
rules and regulations of any municipal or governmental entity whether in effect
now or later, including, the Americans With Disabilities Act and all federal,
state and local laws and regulations governing occupational safety and health
(“Law(s)”) regarding the operation of Tenant’s business and the use, condition,
configuration and occupation of the Premises.

       

      7.  Maintenance,
Repairs and Alterations.

       

      7.1.  Landlord's
Obligations.  Landlord shall keep and maintain in good repair
and working order and perform maintenance upon the (a) structural elements of
the Building; (b) mechanical (including HVAC), electrical, plumbing and
fire/life safety systems serving the Building in general and the Premises; (c)
Common Areas; (d) roof of the Building; (e) exterior windows of the Building;
and (f) elevators serving the Building.  Landlord shall promptly make
repairs for which Landlord is responsible.

       

      7.2.  Tenant's
Obligations.  

       

       (a)  Subject
to the requirements of Section 7.3, Tenant shall, at its sole cost and expense,
promptly perform all maintenance and repairs to the Premises that are not
Landlord’s express responsibility under this Lease and shall keep the Premises
in good condition and repair, reasonable wear and tear
excepted.  Tenant’s repair and maintenance obligations include,
without limitation, repairs to: (a) floor coverings; (b) interior partitions;
(c) doors; (d) the interior side of demising walls; (e) electronic, fiber, phone
and data cabling and related equipment that is installed by or for the exclusive
benefit of Tenant (collectively, “Cable”); (f) supplemental air conditioning
units, kitchens, including hot water heaters, plumbing, and similar facilities
exclusively serving Tenant; and (g) Alterations.  If Tenant fails to
keep the Premises in good condition and repair, Landlord may, but shall not be
obligated to, make any necessary repairs.  If Landlord makes such
repairs, Landlord shall bill Tenant for the cost of the repairs as additional
rent, and said additional rent shall be payable by Tenant within ten (10)
days.

       

       (b)  On
the last day of the Term hereof, or on any sooner termination, Tenant shall
remove all Tenant’s Property and Cable from the Premises and quit and surrender
the Premises to Landlord, broom clean, in the same or similar condition as
received, ordinary wear and tear and damage which Landlord is obligated to
repair hereunder excepted.  Tenant shall repair any damage to the
Premises occasioned by the installation or removal of Tenant's Property, Cable
and other removables.  Tenant shall leave the electrical distribution
systems, plumbing systems, lighting fixtures, HVAC ducts and vents, window
treatments, wall coverings, carpets and other floor coverings, doors and door
hardware, millwork,
ceilings and other tenant improvements at the Premises and in good condition,
ordinary wear and tear excepted.


      
        
           


        

        
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      7.3.  Alterations
and Additions.  

       

      (a)  Tenant
shall not make any alterations, repairs, additions or improvements or install
any Cable (collectively referred to as "Alteration(s)") in, on or about the
Premises or the Project without Landlord's prior written consent, which shall
not be unreasonably withheld.  However, Landlord’s consent shall not
be required for any Alteration that satisfies all of the following criteria (a
“Cosmetic Alteration”):  (a) is of a cosmetic nature such as painting,
wallpapering, hanging pictures and installing carpeting; (b) is not visible from
the exterior of the Premises or the Building; (c) will not affect the base
Building; and (d) does not require work to be performed inside the walls or
above the ceiling of the Premises.

       

      (b)  
All improvements in and to the Premises, including any Alterations, shall remain
upon the Premises at the end of the Term without compensation to Tenant,
provided that Tenant, at its expense, in compliance with the National Electric
Code or other applicable Laws, shall, on or before the expiration of the Term,
remove any Cable.  In addition, and specifically excepting any
improvements made by Landlord prior to the Commencement Date, Landlord, by
written notice to Tenant at least thirty (30) days prior to the expiration of
the Term, may require Tenant, at its expense, to remove any Alterations that in
Landlord’s reasonable judgment are not standard office improvements and are of a
nature that would require removal and repair costs that are materially in excess
of the removal and repair costs associated with standard office improvements
(collectively referred to as “Required Removables”).  Tenant shall
repair any damage caused by the installation or removal of the Cable and
required removables.

       

      (c)  Tenant
shall pay, when due, all claims for labor or materials furnished or alleged to
have been furnished to or for Tenant at or for use in the Premises, which claims
are or may be secured by any mechanic's or materialmen's lien against the
Premises or the Project, or any interest therein.  If Tenant shall, in
good faith, contest the validity of any such lien, Tenant shall furnish to
Landlord a surety bond satisfactory to Landlord.

       

      7.4.  Failure of Tenant to
Remove Property.  If Tenant fails to remove any of Tenant’s
Property as required by Section 7.2 on or before the expiration or earlier
termination of this Lease, Landlord may remove and store Tenant’s Property at
the expense and risk of Tenant.  Tenant shall pay Landlord, upon
demand, the expenses and storage charges incurred.  If Tenant fails to
remove Tenant’s Property from the Premises or storage, within thirty (30) days
after notice, Landlord may deem all or any part of Tenant’s Property to be
abandoned and title to Tenant’s Property shall vest in Landlord.

       

      8.  Insurance.  

       

      8.1.  Insurance-Tenant.  Tenant
shall maintain at all times during the Term of this Lease commercial general
liability insurance with coverages acceptable to Landlord, which by way of
example and not limitation, protects Tenant and Landlord (as an additional
insured) against claims for bodily injury, personal injury and property damage
based upon, involving or arising out of the ownership, use, occupancy or
maintenance of the Premises and all areas appurtenant thereto.  If, in
the commercially reasonable opinion of the insurance broker retained by
Landlord, the amount of public liability or property damage insurance coverage
at any time during the Term is not adequate, Tenant shall increase the insurance
coverage as required by Landlord’s insurance broker.

       

      8.2.  Insurance-Landlord.  Landlord
shall maintain general liability insurance with coverage against such risks and
in such amounts as Landlord deems advisable insuring Landlord against liability
arising out of the ownership, operation and management of the
Project.  Landlord shall also maintain a policy or policies of
insurance covering loss or damage to the Project in the amount of not less than
eighty percent (80%) of the full replacement cost thereof, as determined by
Landlord from time to time.

       

      8.3.  Insurance
Policies.  Tenant shall deliver to Landlord certificates of the
insurance policies required under Section 8.1 prior to the earlier of the
Commencement Date or the date Tenant is provided with possession of the Premises
and thereafter as necessary to assure that Landlord always has current
certificates evidencing Tenant’s insurance. Tenant's insurance policies shall
not be cancelable or subject to reduction of coverage or other modification
except after thirty (30) days prior written notice to
Landlord.  Tenant shall, at least thirty (30) days prior to the
expiration of such policies, furnish Landlord with certificates of renewals
thereof.  Tenant's insurance policies shall be issued by insurance
companies authorized to do business in the state in which the Project is
located.

       

      9.  Damage or
Destruction.  Tenant shall give prompt notice to Landlord in
case of any fire or other damage to the Premises.  If the Premises or
the Building are damaged by fire or other casualty, Landlord shall diligently
and as soon as practicable after such damage occurs (taking into account the
time necessary to effectuate a satisfactory settlement with Landlord's insurance
company) repair such damage at its own expense, and, the Rent and additional
rent shall be abated in proportion to the part of the Premises which is rendered
untenantable until such repairs have been completed (in no event shall damage to
any parking areas be deemed to render the Premises
untenantable).  However, if available insurance proceeds are
insufficient or if the Premises or the Building are damaged by fire or other
casualty to such an extent that the damage, in Landlord's reasonable opinion,
cannot be fully repaired within one hundred eighty (180) days from the date such
damage occurs, Landlord shall provide Tenant with written notice of such fact,
and thereafter either Landlord or Tenant shall have the right, exercised by
giving written notice within such one hundred eighty (180) day period, to
terminate this Lease effective as of the date of such damage.


      
        
           


        

        
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      10.  Personal Property
Taxes.   Tenant shall pay prior to delinquency all taxes
assessed against and levied upon trade fixtures, furnishings, equipment and all
other personal property of Tenant contained in the Premises or related to
Tenant's use of the Premises.  If any of Tenant's personal property
shall be assessed with Landlord's real or personal property, Tenant shall pay to
Landlord the taxes attributable to Tenant within ten (10) days after receipt of
a written statement from Landlord setting forth the taxes applicable to Tenant's
property.  Landlord agrees that Landlord shall be responsible to pay
all real property taxes assessed against the Premises or the Building of which
the Premises is a part.

       

      11.  Building
Services; Utilities.  

       

      11.1.  Services Provided by
Landlord.  Subject to all governmental rules, regulations and
guidelines applicable thereto, Landlord shall provide HVAC to the Premises for
normal office use during the times described in Section 11.2, reasonable amounts
of electricity for normal office lighting and desk-type office machines, water
in the Premises or in the Common Areas for reasonable and normal drinking and
lavatory use, replacement light bulbs and/or fluorescent tubes and ballasts for
standard overhead fixtures, building standard janitorial services (as more
particularly described on Schedule 1 attached hereto), elevator service and
access to the Building for the Tenant and its employees 24 hours per day/ 7 days
per week subject to the terms of this Lease and such protective services or
monitoring systems, if any, as Landlord may reasonably impose and such other
services as Landlord reasonably determines are necessary or appropriate for the
Project.

       

      11.2.  Hours of
Service.  Building services and utilities shall be provided
Monday through Friday from 6:00 a.m. to 10:00
p.m.  HVAC and janitorial service shall not be provided at other times
or on nationally recognized holidays.  Nationally recognized holidays
shall include, but shall not necessarily be limited to, New Year's Day, Martin
Luther King Jr. Day, Presidents' Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day.  Landlord shall use its best
efforts to provide HVAC to Tenant at times other than those set forth above
subject to (a) the payment by Tenant of Landlord's then standard charge for
after hours HVAC and (b) Tenant providing to Landlord at least one (1) business
day's advance written notice of Tenant's need for after hours HVAC.

       

      11.3  Failure to Provide Essential
Services.  In the event the Building experiences an
interruption of electrical, telephone, water or HVAC which prevents Tenant from
utilizing the Premises to conduct its business (an “Interruption”) which
Interruption is within the control of Landlord to cure (i.e. not as a result of
the inability of Landlord to obtain the applicable utility service through no
fault of Landlord) (a “Controllable Interruption.”) Landlord shall commence and
diligently pursue the curative action within a commercially reasonable amount of
time after written notice from Tenant of a Controllable Interruption. If
Landlord fails to commence and diligently pursue the curative action within a
commercially reasonable amount of time after written notice from Tenant, then
Tenant shall have the right, after written notice to Landlord to expend
commercially reasonable market sums to cure the Controllable Interruption and
offset said amount against the next payments of Rent due hereunder.

       

      12.  Assignment
and Subletting.  

       

      12.1.  Landlord's Consent
Required.  Tenant shall not voluntarily or by operation of law
assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or
encumber all or any part of Tenant's interest in this Lease or in the Premises
(hereinafter collectively a "Transfer"), without Landlord's prior written
consent, which consent shall not be unreasonably withheld.  Landlord
shall respond to Tenant’s written request for consent hereunder within fifteen
(15) days after Landlord’s receipt of the written request from
Tenant.  Any attempted Transfer without such consent shall be void and
shall constitute a default of this Lease.

       

      12.2.  Additional Terms and
Conditions.    Regardless of Landlord's consent, no
Transfer shall release Tenant from Tenant's obligations hereunder or alter the
primary liability of Tenant to pay the rent and other sums due Landlord
hereunder and to perform all other obligations to be performed by Tenant
hereunder or release any guarantor from its obligations under its guaranty.
Landlord may accept rent from any person other than Tenant pending approval or
disapproval of an assignment or subletting.  The consent by Landlord
to any Transfer shall not constitute a consent to any subsequent Transfer by
Tenant or to any subsequent or successive Transfer by an assignee or subtenant
and no assignment or sublease may be modified or amended without Landlord's
prior written consent.    In the event of any default under
this Lease, Landlord may proceed directly against Tenant, any guarantors or
anyone else responsible for the performance of this Lease, including any
subtenant or assignee, without first exhausting Landlord's remedies against any
other person or entity responsible therefore to Landlord, or any security held
by Landlord.

       

      12.3.  Transfers to Affiliates and
Collateral Assignments to Lenders.  Notwithstanding anything to
the contrary contained in the Lease, Tenant shall
have the right, without Landlord’s consent,
to assign this Lease or sublet all or any
portion of the Premises to: (a) a parent, subsidiary or affiliated entity of
Tenant, or (b) any entity to which all or a substantial portion of the assets of
Tenant have been transferred, or (c) any entity in connection with a merger,
sale of stock, consolidation or other corporate reorganization or transaction
involving Tenant (collectively, a “Permitted Transfer”).  Tenant shall
also have the right to collaterally assign its interest as a tenant in this
Lease as security for loan(s) to be made to Tenant (a ‘Collateral Assignment”).
Tenant shall provide Landlord with at least ten (10) business days prior written
notice of a Permitted Transfer or a Collateral
Assignment.


      
        
           


        

        
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      13.  Default;
Remedies.  

       

      13.1.  Default by
Tenant.  Landlord and Tenant hereby agree that the occurrence
of any one or more of the following events is a default by Tenant under this
Lease and that said default shall give Landlord the rights described in Section
13.2.  Landlord or Landlord's authorized agent shall have the right to
execute and deliver any notice of default, notice to pay rent or quit or any
other notice Landlord gives Tenant.

       

      (a)  Tenant's
failure to make any payment of Rent, late charges or any other payment required
to be made by Tenant hereunder, as and when due, where such failure shall
continue for a period of ten (10) days after written notice thereof from
Landlord to Tenant (provided
however that in no event shall Landlord be obligated to provide written notice
more than twice in any twelve month period).

       

      (b)  The
abandonment of the Premises by Tenant in which event Landlord shall not be
obligated to give any notice of default to Tenant.

       

      (c)  Tenant’s
failure to comply with any of the covenants, conditions or provisions of this
Lease to be observed or performed by Tenant (other than those referenced in
Sections 13.1(a) and (b) above), where such failure shall continue for a
period of twenty (20) days after written notice thereof from Landlord to Tenant;
provided, however, that if the nature of Tenant's nonperformance is such that
more than twenty (20) days are reasonably required for its cure, then Tenant
shall be allowed additional time (not to exceed 60 days) as is reasonably
necessary to cure the failure so long as Tenant commences such cure within said
twenty (20) day period and thereafter diligently pursues such cure to
completion.

       

      (d)
   (i) The
making by Tenant or any guarantor of Tenant's obligations hereunder of any
general arrangement or general assignment for the benefit of creditors; (ii) the
appointment of a trustee or receiver to take possession of substantially all of
Tenant's assets located at the Premises or of Tenant's interest in this Lease,
where possession is not restored to Tenant within thirty (30) days; (iii) the
attachment, execution or other judicial seizure of substantially all of Tenant's
assets located at the Premises or of Tenant's interest in this Lease, where such
seizure is not discharged within thirty (30) days; or (iv) the insolvency of
Tenant or Tenant becoming subject to state insolvency or federal
bankruptcy.  In the event that any provision of this
Section 13.1(d) is unenforceable under applicable law, such provision shall
be of no force or effect.

       

      13.2. Remedies.   Upon
the occurrence of any event of default by Tenant under this Lease, Landlord
shall have the option to pursue any one or more of the following remedies, in
addition to the remedies otherwise provided herein or otherwise available at law
or in equity, without any notice or demand whatsoever:

      


       (a)  Landlord
may cancel and terminate this Lease and dispossess Tenant;

      


      (b)  Landlord
may without terminating or canceling this Lease declare all amounts and rents
due under this Lease for the remainder of the Lease Term (or any applicable
extension or renewal thereof) to be immediately due and payable, and thereupon
all rents and other charges due hereunder to the end of the Lease Term or any
renewal term, if applicable, shall be accelerated (after discounting the same to
their present value).

      


      (c)  Landlord may elect to enter and
repossess the Premises and relet the Premises for Tenant’s account, holding
Tenant liable in damages for all expenses incurred in any such reletting and for
any difference between the amount of rent received from such reletting and the
amount due and payable under the terms of this Lease.

      


      (d)  Landlord
may enter upon the Premises and do whatever Tenant is obligated to do under the
terms of this Lease (and Tenant shall reimburse Landlord on demand for any
expenses which Landlord may incur in effecting compliance with Tenant’s
obligations under this Lease).

       

      All of
the foregoing rights, remedies, powers and elections of Landlord reserved herein
are cumulative, and pursuit of any of the foregoing remedies shall not preclude
other remedies available under this Lease or provided by law, nor shall pursuit
of any remedy herein provided constitute a forfeiture or waiver of any rent due
to Landlord hereunder or of any damages accruing to Landlord by reason of the
violation of any of the terms, provisions and covenants herein
contained.  No waiver by Landlord of any violation or breach of any of
the terms, provisions and covenants herein contained shall be deemed or
construed to constitute a waiver of any other violation or breach of any of the
terms, provisions and covenants herein contained.

       

      13.3.  Default
by Landlord. Except
with respect to the specific notice and cure periods set forth in Section 11.5
of this Lease,  Landlord shall not be in default under this Lease unless
Landlord fails to perform obligations required of Landlord within thirty (30)
days after written notice by Tenant to Landlord and to the holder of any
mortgage or deed of trust encumbering the Project whose name and address shall
have theretofore been furnished to Tenant in writing, specifying wherein
Landlord has failed to perform such obligation; provided, however, that if the
nature of Landlord's obligation is such that more than thirty (30) days are
required for its cure, then Landlord shall not be in default if Landlord
commences performance within such thirty (30) day period and thereafter
diligently pursues the same to completion. 


      
        
           


        

        
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      13.4.  Late
Charges.  If any installment of Rent or any other sum due from
Tenant shall not be received by Landlord within five (5) days of when such
amount shall be due, then, without any requirement for notice or demand to
Tenant, Tenant shall immediately pay to Landlord a late charge equal to one
percent (1%) of such overdue amount.  The parties hereby agree that
such late charge represents a fair and reasonable estimate of the costs Landlord
will incur by reason of late payment by Tenant.  Acceptance of such
late charge by Landlord shall in no event constitute a waiver of Tenant's
default with respect to such overdue amount, nor prevent Landlord from
exercising any of the other rights and remedies granted hereunder including the
assessment of interest.

       

      14.  Landlord's Right to
Cure Default; Payments by Tenant.  If Tenant shall fail to
perform any of its obligations under this Lease, Landlord shall have the right
to make any such payment or perform any such act on Tenant's behalf without
waiving its rights based upon any default of Tenant and without releasing Tenant
from any obligations hereunder.  Tenant shall reimburse Landlord for
the cost of such performance upon demand.

       

      15. 
Condemnation.  If the Premises or the Project are taken under
the power of eminent domain, or sold under the threat of the exercise of said
power (all of which are herein called "Condemnation"), this Lease shall
terminate as to the part so taken as of the date the condemning authority takes
title or possession, whichever first occurs, except with respect to a temporary
taking lasting less than ninety (90) days in which case Tenant’s rent will be
proportionately abated but the Lease shall continue in full force and
effect.

       

      16.  Broker's
Fee.  Tenant and Landlord each represent and warrant to the
other that neither has had any dealings or entered into any agreements with any
person, entity, broker or finder, in connection with the negotiation of this
Lease, and no other broker, person, or entity is entitled to any commission or
finder's fee in connection with the negotiation of this Lease, and Tenant and
Landlord each agree to indemnify, defend and hold the other harmless from and
against any claims, damages, costs, expenses, attorneys' fees or liability for
compensation or charges which may be claimed by any such unnamed broker, finder
or other similar party by reason of any dealings, actions or agreements of the
indemnifying party.

       

      17.  Subordination;
Estoppel Certificates.

       

      17.1.  Subordination.  This
Lease and any options granted to Tenant hereunder, upon Landlord’s written
election, shall be subject and subordinate to any ground lease, mortgage, deed
of trust, or any other hypothecation or security now or hereafter placed upon
the Project and to any and all advances made on the security thereof and to all
renewals, modifications, consolidations, replacements and extensions
thereof.  Notwithstanding such subordination, Tenant's right to quiet
possession of the Premises shall not be disturbed if Tenant is not in default
and so long as Tenant shall pay the rent and observe and perform all of the
provisions of this Lease, unless this Lease is otherwise terminated pursuant to
its terms.

       

      17.2.  Estoppel
Certificates.  Tenant shall from time to time, upon not less
than ten (10) days' prior written notice from Landlord, execute, acknowledge and
deliver to Landlord a statement in writing certifying such information as
Landlord may reasonably request including, but not limited to, the following:
(a) that this Lease is unmodified and in full force and effect (or, if modified,
stating the nature of such modification and certifying that this Lease, as so
modified, is in full force and effect) (b) the date to which the Rent and other
charges are paid in advance and the amounts so payable, (c) that there are not,
to Tenant's knowledge, any uncured defaults or unfulfilled obligations on the
part of Landlord, or specifying such defaults or unfulfilled obligations, if any
are claimed, (d) that all tenant improvements to be constructed by Landlord, if
any, have been completed in accordance with Landlord's obligations and (e) that
Tenant has taken possession of the Premises.

       

      18.  Indemnity.  Except
to the extent caused by the gross negligence or willful misconduct of an
Indemnified Party (as hereinafter defined), Tenant
hereby agrees to indemnify, defend and hold harmless Landlord and its employees,
partners, agents, contractors, lenders and ground lessors (said persons and
entities are hereinafter collectively referred to as the "Indemnified Parties")
from and against any and all liability, loss, cost, damage, claims, loss of
rents, liens, judgments, penalties, fines, settlement costs, investigation
costs, cost of consultants and experts, attorneys fees, court costs and other
legal expenses, effects of environmental contamination, cost of environmental
testing, removal, remediation and/or abatement of Hazardous Materials (as said
term are defined below), insurance policy deductibles and other expenses
(hereinafter collectively referred to as "Damages") arising out of or related to
an Indemnified Matter (as defined below).  For purposes of this
Section, an "Indemnified Matter" shall mean any matter for which one or more of
the Indemnified Parties incurs liability or Damages if the liability or Damages
arise out of or involve, directly or indirectly, (a) Tenant's or its employees',
agents', contractors' or invitees' (all of said persons or entities are
hereinafter collectively referred to as "Tenant Parties") use or occupancy of
the Premises or the Project, (b) any act, omission or neglect of a Tenant Party,
(c) Tenant's failure to perform any of its obligations under the Lease, (d) the
existence, use or disposal of any Hazardous Material brought on to the project
by a Tenant Party or (e) any other matters for which Tenant has agreed to
indemnify Landlord pursuant to any other provision of this
Lease.  This indemnity is intended to apply to the fullest extent
permitted by applicable law.  Tenant's obligations under this
Section shall survive the expiration or termination of this Lease unless
specifically waived in writing by Landlord after said expiration or
termination.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      

       

      Landlord
hereby agrees to indemnify, defend and hold harmless Tenant and its employees,
agents, and contractors (said persons and entities are hereinafter collectively
referred to as the “Tenant Indemnified Parties”) from and against any and all
Damages that result from the gross negligence or willful misconduct of Landlord
its employees and its authorized representatives (a “Tenant Indemnified
Matter”).  Landlord’s obligations hereunder shall include, but shall
not be limited to (a) compensating the Tenant Indemnified Parties for Damages
arising out of Tenant Indemnified Matters within ten (10) days after
written demand from a Tenant Indemnified Party plus a reasonable period of time
for Landlord’s investigation of the claim and (b) providing a defense, with
counsel reasonably satisfactory to the Tenant Indemnified Party, at Landlord’s
sole expense, within ten (10) days after written demand from the Tenant
Indemnified Party, of any claims, action or proceeding arising out of or
relating to an Tenant Indemnified Matter. This indemnity is intended to apply to
the fullest extent permitted by applicable law. Landlord’s obligations under
this section shall survive the expiration or termination of this Lease unless
specifically waived in writing by Tenant after said expiration or
termination.  Tenant hereby waives its right to recover consequential,
special, indirect, exemplary or punitive damages (including but not limited to,
lost profits) arising out of a Tenant Indemnified Matter.

       

      19.  Hazardous
Material.  

       

      19.1.  Indemnity; Duty to Inform
Landlord.  Tenant shall not cause or permit any Hazardous
Material (as defined hereinafter) to be brought, kept or used in or about the
Premises or the Project by Tenant, its agents, employees, contractors, or
invitees.  Tenant hereby agrees to indemnify Landlord from and against
any breach by Tenant of the obligations stated in the preceding sentence, and
agrees to defend and hold Landlord harmless from and against any and all claims,
judgments, damages, penalties, fines, costs, liabilities, or losses (including,
without limitation, diminution in value of the Project, damages for the loss or
restriction or use of rentable space or of any amenity of the Project, damages
arising from any adverse impact on marketing of space in the Project, sums paid
in settlement of claims, attorneys' fees, consultant fees and expert fees) which
arise during or after the Term of this Lease as result of such
breach.  This indemnification of Landlord by Tenant includes, without
limitation, costs incurred in connection with any investigation of site
conditions and any cleanup, remedial removal, or restoration work required due
to the presence of Hazardous Material.  If Tenant knows, or has
reasonable cause to believe, that a Hazardous Substance, or a condition
involving or resulting from same, has come to be located in, on or under or
about the Premises or the Project, Tenant shall immediately give written notice
of such fact to Landlord.  Tenant shall also immediately give Landlord
(without demand by Landlord) a copy of any statement, report, notice,
registration, application, permit, license, given to or received from, any
governmental authority or private party, or persons entering or occupying the
Premises, concerning the presence, spill, release, discharge of or exposure to,
any Hazardous Substance or contamination in, on or about the Premises or the
Project.  The provisions of this Section 21 shall survive the
termination of the Lease.

       

      19.2.  Definition and
Consent.  The term "Hazardous Substance" as used in this Lease
shall mean any hazardous substance, hazardous waste, infectious waste, or toxic
substance, product, substance, chemical, material or waste whose presence,
nature, quantity and/or intensity of existence, use, manufacture, disposal,
transportation, spill, release or affect, either by itself or in combination
with other materials expected to be on the Premises, is either: (a) potentially
injurious to the public health, safety or welfare, the environment or the
Premises, (b) regulated or monitored by any governmental entity, (c) a basis for
liability of Landlord to any governmental entity or third party under any
federal, state or local statute or common law theory or (d) defined as a
hazardous material or substance by any federal, state or local law or
regulation.  Except for small quantities of ordinary office supplies
such as copier toner, liquid paper, glue, ink and common household cleaning
materials, Tenant shall not cause or permit any Hazardous Substance to be
brought, kept, or used in or about the Premises or the Project by Tenant, its
agents, employees, contractors or invitees.

       

      19.3.  Inspection;
Compliance.  Landlord and Landlord's employees, agent,
contractors and lenders shall have the right to enter the Premises at any time
in the case of an emergency, and otherwise at reasonable times, for the purpose
of inspecting the condition of the Premises and for verifying compliance by
Tenant with this Section 21.  Landlord shall have the right to employ
experts and/or consultants in connection with its examination of the Premises
and with respect to the installation, operation, use, monitoring, maintenance,
or removal of any Hazardous Substance on or from the Premises.  The
costs and expenses of any such inspections shall be paid by the party requesting
same, unless a contamination, caused or materially contributed to by Tenant, is
found to exist or be imminent, or unless the inspection is requested or ordered
by governmental authority as the result of any such existing or imminent
violation or contamination.

       

      20.  Force
Majeure.   Landlord will not be deemed in default under this
lease because of Landlord’s failure to perform any of its obligations under this
Lease if the failure is due in part or in full to reasons beyond Landlord’s
reasonable control.  Such reasons will include but not be limited to:
fire, earthquake, weather delays or other acts of God, strikes, boycotts, war,
terrorism, bio-terrorism,  riot, insurrection, embargoes, shortages of
equipment, labor or materials, utility failure or defect, delays in issuance of
any necessary governmental permit or approval (including building permits and
certificates of occupancy), any governmental preemption in connection with a
national emergency or any other cause, whether similar or dissimilar, which is
beyond a party’s reasonable control (each, hereinafter, a “Force Majeure
Event”).  If this Lease specifies a time period for performance of an
obligation by Landlord, that time period will be extended by the period of any
delay in Landlord’s performance caused by the Force Majeure Event.

       

      Tenant
will not be deemed in default or have liability to Landlord because of Tenant’s
failure to perform any of its obligations under this Lease (other than an
obligation to pay money) if the failure is due in part or in full to a Force
Majeure Event.  If this Lease specifies a time period for performance
of an obligation by Tenant, that time period will be extended by the period of
any delay in Tenant’s performance caused by the Force Majeure
Event.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      

       

      21.  Landlord’s
Rights.

       

      21.1.  Landlord's
Access.  Landlord and Landlord's agents, contractors and
employees shall have the right to enter the Premises at reasonable times for the
purpose of inspecting the Premises, performing any services required of
Landlord, showing the Premises to prospective purchasers, lenders, or tenants,
undertaking safety measures and making alterations, repairs, improvements or
additions to the Premises or to the Project.

       

      22.  Holding
Over.  If Tenant remains in possession of the Premises or any
part thereof after the expiration or earlier termination of the term hereof with
Landlord's consent, such occupancy shall be a tenancy from month to month upon
all the terms and conditions of this Lease pertaining to the obligations of
Tenant, except that the monthly Rent payable shall be one hundred fifty percent
(150%) of the monthly Rent that was payable in the month immediately preceding
the termination date of this Lease for the first thirty (30) days of such
holdover, and thereafter the monthly Rent payable shall be two hundred percent
(200%) of the monthly Rent that was payable in the month immediately preceding
the termination date of this Lease.  If Tenant
remains in possession of the Premises or any part thereof after the expiration
of the Term hereof without Landlord's consent, Tenant shall, at Landlord's
option, be treated as a tenant at sufferance or a trespasser.  Nothing
contained herein shall be construed to constitute Landlord's consent to Tenant
holding over at the expiration or earlier termination of the Term of the
Lease.  Tenant hereby agrees to indemnify, hold harmless and defend
Landlord from any cost, loss, claim or liability (including attorneys' fees)
Landlord may incur as a result of Tenant's failure to surrender possession of
the Premises to Landlord upon the termination of this Lease.

       

      23.  Signs.  Tenant
shall not place any sign upon the Premises (including on the inside or the
outside of the doors or windows of the Premises) or the Project without
Landlord's prior written consent, which may be given or withheld in Landlord's
reasonable discretion.  Landlord shall have the right to place any
sign it deems appropriate on any portion of the Project except the interior of
the Premises.  Any sign Landlord permits Tenant to place upon the
Premises shall be maintained by Tenant, at Tenant's sole expense.

       

      24.  Notices.  All
notices required or permitted by this Lease shall be in writing and shall be
delivered (a) by hand, (b) by U.S. Postal Service certified mail, return receipt
requested, or (c) by U.S. Postal Service Express Mail, Federal Express or other
overnight courier and shall be deemed sufficiently given if served in a manner
specified in this Section.   The addresses set forth in Section
1.12 of this Lease shall be the address of each party for notice
purposes.  Landlord or Tenant may by written notice to the other
specify a different address or addresses for notices purposes, except that upon
Tenant's taking possession of the Premises, the Premises shall constitute
Tenant's address for the purpose of mailing or delivering notices to
Tenant.  Any notice sent by certified mail, return receipt requested,
shall be deemed given three (3) days after deposited with the U.S. Postal
Service.  Notices delivered by U.S. Express Mail, Federal Express or
other courier shall be deemed given on the date delivered by the carrier to the
appropriate party's address for notice purposes.  If notice is
received on Saturday, Sunday or a legal holiday, it shall be deemed received on
the next business day.  Nothing contained herein shall be construed to
limit Landlord's right to serve any notice to pay rent or quit or similar notice
by any method permitted by applicable law, and any such notice shall be
effective if served in accordance with any method permitted by applicable law
whether or not the requirements of this Section have been met.  Tenant
hereby elects domicile at the Premises for the purpose of service of all
notices, writs of summons or other legal documents or process in any suit,
action or proceeding which Landlord or any mortgagee may undertake under this
Lease.  Notice from Landlord may be given to Tenant by Landlord or
Landlord’s agent or attorney.

       

      25.  Miscellaneous.

       

      25.1.  Severability.  The
invalidity of any provision of this Lease as determined by a court of competent
jurisdiction shall in no way affect the validity of any other provision
hereof.

       

      25.2.  Time of
Essence.  Time is of the essence with respect to each of the
obligations to be performed by Tenant and Landlord under this
Lease.

       

      25.3.  Incorporation of
Prior Agreements.  This Lease contains all agreements of the
parties with respect to the lease of the Premises and any other matter mentioned
herein.  No prior or contemporaneous agreement or understanding
pertaining to any such matter shall be effective.  Except as otherwise
stated in this Lease, Tenant hereby acknowledges that no real estate broker nor
Landlord or any employee or agents of any of said persons has made any oral or
written warranties or representations to Tenant concerning the condition or use
by Tenant of the Premises or the Project or concerning any other matter
addressed by this Lease.

       

      25.4.  Waivers.  No
waiver by Landlord or Tenant of any provision hereof shall be deemed a waiver of
any other provision hereof or of any subsequent breach by Landlord or Tenant of
the same or any other provision.  Landlord's consent to, or approval
of, any act shall not be deemed to render unnecessary the obtaining of
Landlord's consent to or approval of any subsequent act by
Tenant.  The acceptance of rent hereunder by Landlord shall not be a
waiver of any preceding breach by Tenant of any provision hereof, other than the
failure of Tenant to pay the particular rent so accepted, regardless of
Landlord's knowledge of such preceding breach at the time of acceptance of such
rent.  No acceptance by Landlord of partial payment of any sum due
from Tenant shall be deemed a waiver by Landlord of its right to receive the
full amount due, nor shall any endorsement or statement on any check or
accompanying letter from Tenant be deemed an accord and
satisfaction.


      
        
           


        

        
          8

          
            

          

        

        
           


        

      

       

      25.5.  Amendments.  
This Lease may be modified in writing only, signed by the parties in interest at
the time of the modification.

       

      25.6.  Binding Effect;
Choice of Law; Conflict.  Subject to any provision hereof
restricting assignment or subletting by Tenant, this Lease shall bind the
parties, their heirs, personal representatives, successors and
assigns.  This Lease shall be governed by the laws of the state in
which the Project is located and any litigation concerning this Lease between
the parties hereto shall be initiated in the county in which the Project is
located.

       

      25.7.  Attorneys'
Fees.  If Landlord or Tenant brings an action to enforce the
terms hereof or declare rights hereunder, the prevailing party in any such
action, or appeal thereon, shall be entitled to its reasonable attorneys' fees
and court costs to be paid by the losing party.

       

      25.8.  Quiet
Possession.  Subject to the other terms and conditions of this
Lease, and the rights of any lender, and provided Tenant is not in default
hereunder, Tenant shall have quiet possession of the Premises for the entire
Term hereof, subject to all of the provisions of this Lease.

       

      25.9.  Interpretation.  This
Lease shall be interpreted as if it was prepared by both parties and ambiguities
shall not be resolved in favor of Tenant because all or a portion of this Lease
was prepared by Landlord.  The captions contained in this Lease are
for convenience only and shall not be deemed to limit or alter the meaning of
this Lease.  As used in this Lease the words tenant and landlord
include the plural as well as the singular. Words used in the neuter gender
include the masculine and feminine gender.

       

      25.10.  Rules and
Regulations.  Tenant agrees to abide by and conform to the
Rules and to cause its employees, suppliers, customers and invitees to so abide
and conform.  Landlord shall have the right, from time to time, to
modify, amend and enforce the Rules.

       

      25.11.  Confidentiality.  Tenant
acknowledges and agrees that the terms of this Lease are confidential and
constitute proprietary information of Landlord.  Disclosure of the
terms hereof could adversely affect the ability of Landlord to negotiate other
leases with respect to the Project and may impair Landlord's relationship with
other tenants of the Project.  Tenant agrees that, except as otherwise
required by law (including to comply with its obligations under the Federal
Securities Laws), it and its partners, officers, directors, employees, brokers,
and attorneys, if any, shall not disclose the terms and conditions of this Lease
to any other person or entity without the prior written consent of Landlord
which may be given or withheld by Landlord, in Landlord's sole
discretion.  It is understood and agreed that damages alone would be
an inadequate remedy for the breach of this provision by Tenant, and Landlord
shall also have the right to seek specific performance of this provision and to
seek injunctive relief to prevent its breach or continued breach.

       

      26.  RADON
DISCLOSURE.  Tenant is hereby advised that radon is a naturally
occurring radioactive gas that, when it has accumulated in a building in
sufficient quantities, may present health risks to persons who are exposed to it
over time.  Levels of radon that exceed federal and state guidelines
have been found in buildings in Florida.  Additional information
regarding radon and radon testing may be obtained from your county public health
unit.  The foregoing disclosure is provided to comply with state law
and is for informational purposes only.  Landlord has not conducted
radon testing with respect to the Building and specifically disclaims any and
all representations and warranties as to the absence of radon gas or radon
producing conditions in connection with the Building and the
Premises.

       

      27.  WAIVER OF JURY
TRIAL.  LANDLORD AND TENANT HEREBY WAIVE THEIR RESPECTIVE RIGHT
TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, COUNTERCLAIM OR CROSS-COMPLAINT
IN ANY ACTION, PROCEEDING AND/OR HEARING BROUGHT BY EITHER LANDLORD AGAINST
TENANT OR TENANT AGAINST LANDLORD ON ANY MATTER WHATSOEVER ARISING OUT OF, OR IN
ANY WAY CONNECTED WITH, THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT,
TENANT'S USE OR OCCUPANCY OF THE PREMISES, OR ANY CLAIM OF INJURY OR DAMAGE, OR
THE ENFORCEMENT OF ANY REMEDY UNDER ANY LAW, STATUTE, OR REGULATION, EMERGENCY
OR OTHERWISE, NOW OR HEREAFTER IN EFFECT.

       

      28.  OPTIONS
TO RENEW.

       

      A.           Provided
no default exists and Tenant is occupying the entire Premises at the time of
such election, Tenant may renew this Lease for one (1) additional period of
Three (3) years (the “First Extension Term”) on the same terms provided in
this Lease (except as set forth below), by delivering written notice (the "First
Renewal Notice") of the exercise thereof to Landlord at least
Six  (6) months prior to the expiration date of this
Lease.  Upon Tenant’s timely notice of the exercise of the option to
renew, the Lease shall be extended on the same terms provided in this Lease,
subject to the increase in annual rent as set forth in Section 1.8.

       

      B.           Provided
no default exists and Tenant is occupying the entire Premises at the time of
such election, Tenant may renew this Lease for a second additional period of
three (3) years (the “Second Extension Term”) on the same terms provided in
this Lease (except as set forth below), by delivering written notice (the
"Second Renewal Notice") of the exercise thereof to Landlord at least nine
(9) months prior to the expiration date of the First Extension
Term.  Upon Tenant’s timely notice of the exercise of the option to
renew, the Lease shall be extended on the same terms provided in this Lease,
subject to the increase in annual rent as set forth in Section 1.8.

       

      [SIGNATURE
PAGE FOLLOWS]


      
        
           


        

        
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                                          WITNESSES:

                                        	 
      	
                                          LANDLORD:

                                        
	 
      	 
      	 
      
	 
      	 
      	
                                          HIALEAH
      WAREHOUSE HOLDINGS, LLC

                                        
	 
      	 
      	
                                          a
      Florida limited liability company

                                        
	 
      	 
      	 
      
	
                                          /s/
      Yehuda Ben-Horin

                                        	 
      	
                                          By:

                                        	
                                          /s/
      Jane H. Hsiao

                                        
	 	 	 	 	 
	
                                          Print
      Name:

                                        	
                                          Yehuda
      Ben-Horin

                                        	 
      	
                                          Name:

                                        	
                                          Jane
      H. Hsiao

                                        
	 	 	 
	
                                          /s/
      Sharon P. Baum

                                        	 
      	 
      
	 	 	 	 	 
	
                                          Print
      Name:

                                        	
                                          Sharon
      P. Baum

                                        	 
      	
                                          Title:
      

                                        	
                                            

                                        
	 
      	 
      	 
      
	 
      	 
      	
                                          TENANT:

                                        
	 
      	 
      	 
      
	 
      	 
      	
                                          NON-INVASIVE
      MONITORING SYSTEMS, INC.

                                        
	 
      	 
      	 
      
	
                                          /s/
      Michelle Espinoza

                                        	 
      	
                                          a
      Florida corporation

                                        
	 
      	 
      	 
      
	
                                          Print
      Name:

                                        	
                                          Michelle
      Espinoza

                                        	 
      	 
      
	 	 	 	 
	 
      	 
      	
                                          By:

                                        	
                                          /s/
      Adam S. Jackson

                                        
	 
      	 
      	 
      
	

                                          Print
      Name:

                                        	 	 
      	
                                          Name:

                                        	
                                          Adam
      S. Jackson

                                        
	 
      	 
      	 
      
	 
      	 
      	
                                          Title:

                                        	
                                          C.F.O.

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      exhibit
a

       

      premises

       

      floor
plan



      
        
           


        

        
          A-1

          
            

          

        

        
           


        

      


      exhibit
B

       

      rules
and regulations

       

      GENERAL
RULES

       

      Tenant
shall faithfully observe and comply with the following Rules and
Regulations.

       

      1.
  Tenant shall not alter any locks or install any new or additional
locks or bolts on any doors or windows of the Premises without obtaining
Landlord's prior written consent.  Tenant shall bear the cost of any
lock changes or repairs required by Tenant.  Keys required by Tenant
must be obtained from Landlord at a reasonable cost to be established by
Landlord.

       

      2.
  All doors opening to public corridors shall be kept closed at all
times except for normal ingress and egress to the Premises.  Tenant
shall assume any and all responsibility for protecting the Premises from theft,
robbery and pilferage, which includes keeping doors locked and other means of
entry to the Premises closed.

       

      3.
  Landlord reserves the right to close and keep locked all entrance
and exit doors of the Project except during the Project's normal hours of
business as defined in Section 11.2 of the Lease.  Tenant, its
employees and agents must be sure that the doors to the Project are securely
closed and locked when leaving the Premises if it is after the normal hours of
business of the Project.  Tenant, its employees, agents or any other
persons entering or leaving the Project at any time when it is so locked, or any
time when it is considered to be after normal business hours for the Project,
may be required to sign the Project register.  Access to the Project
may be refused unless the person seeking access has proper identification or has
a previously received authorization for access to the
Project.  Landlord and its agents shall in no case be liable for
damages for any error with regard to the admission to or exclusion from the
Project of any person.  In case of invasion, mob, riot, public
excitement, or other commotion, Landlord reserves the right to prevent access to
the Project during the continuance thereof by any means it deems appropriate for
the safety and protection of life and property.

       

      4.
  No furniture, freight or equipment of any kind shall be brought into
the Project without Landlord's prior authorization.  All moving
activity into or out of the Project shall be scheduled with Landlord and done
only at such time and in such manner as Landlord designates.  Landlord
shall have the right to prescribe the weight, size and position of all safes and
other heavy property brought into the Project and also the times and manner of
moving the same in and out of the Project.  Safes and other heavy
objects shall, if considered necessary by Landlord, stand on supports of such
thickness as is necessary to properly distribute the weight, and Tenant shall be
solely responsible for the cost of installing all supports.  Landlord
will not be responsible for loss of or damage to any such safe or property in
any case.  Any damage to any part of the Project, its contents,
occupants or visitors by moving or maintaining any such safe or other property
shall be the sole responsibility and expense of Tenant.

       

      5.
  The requirements of Tenant will be attended to only upon application
at the management office for the Project or at such office location designated
by Landlord.  Tenant shall not ask employees of Landlord to do
anything outside their regular duties without special authorization from
Landlord.

       

      6.
  Tenant shall not disturb, solicit, or canvass any occupant of the
Project and shall cooperate with Landlord and its agents to prevent the
same.  Tenant, its employees and agents shall not loiter in or on the
entrances, corridors, sidewalks, lobbies, halls, stairways, elevators, or any
Common Areas for the purpose of smoking tobacco products or for any other
purpose, nor in any way obstruct such areas, and shall use them only as a means
of ingress and egress for the Premises.  Smoking shall not be
permitted in the Common Areas.

       

      7.
  The toilet rooms, urinals and wash bowls shall not be used for any
purpose other than that for which they were constructed, and no foreign
substance of any kind whatsoever shall be thrown therein.  The expense
of any breakage, stoppage or damage resulting from the violation of this rule
shall be borne by the tenant who, or whose employees or agents, shall have
caused it.

       

      8.
  Except for vending machines intended for the sole use of Tenant's
employees and invitees, no vending machine or machines other than fractional
horsepower office machines shall be installed, maintained or operated upon the
Premises without the written consent of Landlord.

       

      9.
  Tenant shall not use or keep in or on the Premises or the Project
any kerosene, gasoline or other inflammable or combustible fluid or
material.  Tenant shall not bring into or keep within the Premises or
the Project any animals, birds, bicycles or other vehicles.

       

      10.
  Tenant shall not use, keep or permit to be used or kept, any foul or
noxious gas or substance in or on the Premises, or permit or allow the Premises
to be occupied or used in a manner offensive or objectionable to Landlord or
other occupants of the Project by reason of noise, odors, or vibrations, or to
otherwise interfere in any way with the use of the Project by other
tenants.


      
        
           


        

        
          B-1

          
            

          

        

        
           


        

      

       

      11.
  No cooking shall be done or permitted on the Premises, nor shall the
Premises be used for the storage of merchandise, for loading or for any
improper, objectionable or immoral purposes.  Notwithstanding the
foregoing, Underwriters' Laboratory approved equipment and microwave ovens may
be used in the Premises for heating food and brewing coffee, tea, hot chocolate
and similar beverages for employees and visitors of Tenant, provided that such
use is in accordance with all applicable federal, state and city laws, codes,
ordinances, rules and regulations; and provided further that such cooking does
not result in odors escaping from the Premises.

       

      12.
  Landlord shall have the right to approve where and how telephone
wires are to be introduced to the Premises.  No boring or cutting for
wires shall be allowed without the consent of Landlord.  The location
of telephone call boxes and other office equipment affixed to the Premises shall
be subject to the approval of Landlord.  Tenant shall not mark, drive
nails or screws, or drill into the partitions, woodwork or plaster contained in
the Premises or in any way deface the Premises or any part thereof without
Landlord's prior written consent.  Tenant shall not install any radio
or television antenna, satellite dish, loudspeaker or other device on the roof
or exterior walls of the Project.  Tenant shall not interfere with
broadcasting or reception from or in the Project or elsewhere.

       

      13.
  Landlord reserves the right to exclude or expel from the Project any
person who, in the judgment of Landlord, is intoxicated or under the influence
of liquor or drugs, or who shall in any manner do any act in violation of any of
these Rules and Regulations.

       

      14.
  Tenant shall not waste electricity, water or air conditioning and
agrees to cooperate fully with Landlord to ensure the most effective operation
of the Project's heating and air conditioning system, and shall refrain from
attempting to adjust any controls.  Tenant shall not without the prior
written consent of Landlord use any method of heating or air conditioning other
than that supplied by Landlord.

       

      15.
  Tenant shall store all its trash and garbage within the interior of
the Premises.  No material shall be placed in the trash boxes or
receptacles if such material is of such nature that it may not be disposed of in
the ordinary and customary manner of removing and disposing of trash in the
vicinity of the Project without violation of any law or ordinance governing such
disposal.  All trash, garbage and refuse disposal shall be made only
through entry-ways and elevators provided for such purposes at such times as
Landlord shall designate.

       

      16.
  Tenant shall comply with all safety, fire protection and evacuation
procedures and regulations established by Landlord or any governmental
agency.

       

      17.
  No awnings or other projection shall be attached to the outside
walls or windows of the Project by Tenant.  No curtains, blinds,
shades or screens shall be attached to or hung in any window or door of the
Premises without the prior written consent of Landlord.  All
electrical ceiling fixtures hung in the Premises must be fluorescent and/or of a
quality, type, design and bulb color approved by Landlord.  Tenant
shall abide by Landlord's regulations concerning the opening and closing of
window coverings which are attached to the windows in the
Premises.  The skylights, windows, and doors that reflect or admit
light and air into the halls, passageways or other public places in the Project
shall not be covered or obstructed by Tenant, nor shall any bottles, parcels or
other articles be placed on the windowsills.

       

      18.
  Tenant shall not employ any person or persons other than the janitor
of Landlord for the purpose of cleaning the Premises unless otherwise agreed to
in writing by Landlord.  Except with the prior written consent of
Landlord, no person or persons other than those approved by Landlord shall be
permitted to enter the Project for the purpose of cleaning
same.  Landlord shall in no way be responsible to Tenant for any loss
of property on the Premises, however occurring, or for any damage done to the
effects of Tenant or any of its employees or other persons by the janitor of
Landlord.  Janitor service shall include ordinary dusting and cleaning
by the janitor assigned to such work and shall not include cleaning of carpets
or rugs, except normal vacuuming, or moving of furniture and other special
services.  Window cleaning shall be done only by Landlord at
reasonable intervals and as Landlord deems necessary.

       

      PARKING
RULES

       

      1.
  Parking areas shall be used only for parking by vehicles no longer
than full size, passenger automobiles herein called "Permitted Size
Vehicles".

       

      2.
  Tenant shall not permit or allow any vehicles that belong to or are
controlled by Tenant or Tenant's employees, suppliers, shippers, customers, or
invitees to be loaded, unloaded, or parked in areas other than those designated
by Landlord for such activities.  Users of the parking area will obey
all posted signs and park only in the areas designated for vehicle
parking.

       

      3.
  Parking stickers or identification devices shall be the property of
Landlord and shall be returned to Landlord by the holder thereof upon
termination of the holder's parking privileges.  Tenant will pay such
replacement charges as is reasonably established by Landlord for the loss of
such devices.  Loss or theft of parking identification stickers or
devices from automobiles must be reported to the parking operator
immediately.  Any parking identification stickers or devices reported
lost or stolen found on any unauthorized car will be confiscated and the illegal
holder will be subject to prosecution.


      
        
           


        

        
          B-2

          
            

          

        

        
           


        

      

       

      4.
  Landlord reserves the right to relocate all or a part of parking
spaces from floor to floor, within one floor, and/or to reasonably adjacent off
site locations(s), and to allocate them between compact and standard size and
tandem spaces, as long as the same complies with applicable laws, ordinances and
regulations.

       

      5.
  Unless otherwise instructed, every person using the parking area is
required to park and lock his own vehicle.  Landlord will not be
responsible for any damage to vehicles, injury to persons or loss of property,
all of which risks are assumed by the party using the parking area.

       

      6.
  Validation of visitor parking, if established, will be permissible
only by such method or methods as Landlord may establish at rates determined by
Landlord, in Landlord's sole discretion.

       

      7.
  The maintenance, washing, waxing or cleaning of vehicles in the
parking structure or Common Areas is prohibited.

       

      8.
  Tenant shall be responsible for seeing that all of its employees,
agents and invitees comply with the applicable parking rules, regulations, laws
and agreements.  Garage managers or attendants are not authorized to
make or allow any exceptions to these Parking Rules and Regulations. Landlord
reserves the right to terminate parking rights for any person or entity that
willfully refuses to comply with these rules and regulations.

       

      9.
  Every driver is required to park his own car.  Where there
are tandem spaces, the first car shall pull all the way to the front of the
space leaving room for a second car to park behind the first car.  The
driver parking behind the first car must leave his key with the parking
attendant. Failure to do so shall subject the driver of the second car to a
Fifty Dollar ($50.00) fine.  Refusal of the driver to leave his key
when parking in a tandem space shall be cause for termination of the right to
park in the parking facilities.  The parking operator, or his
employees or agents, shall be authorized to move cars that are parked in tandem
should it be necessary for the operation of the garage.  Tenant agrees
that all responsibility for damage to cars or the theft of or from cars is
assumed by the driver, and further agrees that Tenant will hold Landlord
harmless for any such damages or theft.

       

      10.
  No vehicles shall be parked in the parking garage
overnight.  The parking garage shall only be used for daily parking
and no vehicle or other property shall be stored in a parking
space.

       

      Landlord
reserves the right at any time to change or rescind any one or more of these
Rules and Regulations, or to make such other and further reasonable Rules and
Regulations as in Landlord's judgment may from time to time be necessary for the
management, safety, care and cleanliness of the Project, and for the
preservation of good order therein, as well as for the convenience of other
occupants and tenants therein. Landlord may waive any one or more of these Rules
and Regulations for the benefit of any particular tenant, but no such waiver by
Landlord shall be construed as a waiver of such Rules and Regulations in favor
of any other tenant, nor prevent Landlord from thereafter enforcing any such
Rules or Regulations against any or all tenants of the
Project.  Tenant shall be deemed to have read these Rules and
Regulations and to have agreed to abide by them as a condition of its occupancy
of the Premises.


      
        
           


        

        
          B-3

          
            

          

        

        
           


        

      


      exhibit
C

       

      Furniture



      
        
           


        

        
          C-1

          
            

          

        

        
           


        

      


      SCHEDULE 1 [To Be
Revised]


      


      
        
          
            	
                    

                      Hialeah Warehouse Holdings LLC /
      4400 Biscayne Boulevard Miami Fl,
  33137

                    

                  


          

        

      

       JANITORIAL
SERVICES

      Cleaning
Specifications

      1. OFFICE
AREAS

      


      Daily

      


      
        	
                1.

              	
                Vacuum
      Empty all trash receptacles, replace liners as necessary and wipe off any
      spills to interior or exterior of receptacle all areas of
      carpet

              


      

      
        	
                2.

              	
                Spot
      clean in all traffic areas, removing staples and other
    debris.

              


      

      
        	
                3.

              	
                Sweep
      and damp mop all tile floors and remove all
  markings.

              


      

      
        	
                4.

              	
                Dust
      exposed surfaces of desks, tables, office furniture, filing cabinets,
      pictures, clocks, partition tops and other flat
  surfaces.

              


      

      
        	
                5.

              	
                Spot
      clean partition glass, door glass, and mirrors.  Remove all
      fingerprints and smudges from entry doors, walls, light switch covers,
      electrical outlet cover plates and doorknob
  handles.

              


      

      
        	
                6.

              	
                Dust
      windows sills and ledges.

              


      

      
        	
                7.

              	
                Properly
      position furniture, books and magazines in reception
    areas..

              


      

      
        	
                8.

              	
                Empty
      large recycling bins from offices into separate container to be disposed
      of into recycling dumpsters.

              


      

      
        	
                9.

              	
                Clean
      drinking fountains.

              


      

      
        	
                10.

              	
                Clean
      and wash all kitchen and lunchroom table tops, counters, sinks
      &  stove surfaces (report any insect
    problems).

              


      

      
        	
                11.

              	
                Take
      all dishes from conference rooms and place in kitchen
  area.

              


      

      
        	
                12.

              	
                Report
      safety Hazards, burned-out lights, water leaks and any insect
      problems

              


      

      


      Weekly

      
        	
                1.

              	
                Spot
      clean walls around light switches, doors, and door
  frames.

              


      

      
        	
                2.

              	
                Damp
      wipe all interior doors dust all lower parts of
  furniture.

              


      

      
        	
                3.

              	
                Dust
      all ledges, baseboards and sills.

              


      

      
        	
                4.

              	
                Clean
      exposed areas of kitchen counters and wet bar
  areas.

              


      

      


      Monthly

      
        	
                1.

              	
                Completely
      clean all partitions and doors, door jambs, door floor plates, glass and
      mirrors from floor to ceiling.

              


      

      
        	
                2.

              	
                Dust
      and clean all vents, grills, light fixtures and
  covers.

              


      

      
        	
                3.

              	
                Dust
      all ledges, wall moldings, shelves, etc. over seven
  feet.

              


      

      
        	
                4.

              	
                Clean
      and apply floor dressing to all composition, hardwood and parquet
      floors.

              


      

      
        	
                5.

              	
                Scrub
      all tile floors.

              


      

      


      Quarterly: Dust clean or
vacuum blinds.

      Annually: At Tenant’s request,
clean the carpet within the Premises.

      


      RESTROOMS

      


      Daily

      
        	
                1.

              	
                Clean
      sinks, urinals, and toilets.

              


      

      
        	
                2.

              	
                Clean
      mirrors, bright metal work, and stainless
steel.

              


      

      
        	
                3.

              	
                Damp
      wipe all chrome, metal fixtures, hand plates, kick plates, utility covers,
      plumbing, clean-out covers, and door
knobs.

              


      

      
        	
                4.

              	
                Empty
      and clean trash and sanitary napkin receptacles, replacing liners as
      necessary.

              


      

      
        	
                5.

              	
                Clean
      underside rims of urinals and toilet
bowls.

              


      

      
        	
                6.

              	
                Wash
      both sides of toilet seats with soap and
water.

              


      

      
        	
                7.

              	
                Re-stock
      all supplies (toilet paper, hand towels, seat covers,
      sanitary  bags, hand
soap).

              


      

      
        	
                8.

              	
                Sweep
      and wet mop floors, paying particular attention to areas under urinals and
      toilet bowls.

              


      

      
        	
                9.

              	
                Damp
      clean stall partitions, doors and tile walls (report any graffiti and
      remove if possible).

              


      

      
        	
                10.

              	
                Vacuum
      and spot clean all carpet areas.

              


      

      
        	
                11.

              	
                Dust
      ledges and base boards.

              


      

      
        	
                12.

              	
                Dust
      and clean restroom signage and
doors.

              


      

      
        	
                13.

              	
                Report
      all burned out lights, leaking faucets, running plumbing, or other
      maintenance needs.

              


      


      
        
           


        

        
          S-1

          
            

          

        

        
           


        

      

      


      Monthly

      
        	
                1.

              	
                Wipe
      clean all ceilings, lights and
fixtures.

              


      

      
        	
                2.

              	
                Clean
      tile floors.

              


      

      
        	
                3.

              	
                Dust
      and clean all grills and vents.

              


      

      
        	
                4.

              	
                Detail
      all toilet compartments and
fixtures.

              


      

       

      
        
           


        

        
          S-2