LEASE
AGREEMENT

     

    


    THIS LEASE AGREEMENT is made
and entered into on November 1, 2005 or upon the date of full completion, by and
between LA MIRADA PLAZA, LLC.,
a Florida Limited Liability Company with its principal office at 3501 West Vine
Street, Suite
335,  Kissimmee,  Florida  34741 ("
Landlord "), and Ultimate
Resort, LLC, with its principal office at 3501 West Vine Street, Suite 225,
Kissimmee, Florida 34741 (“Tenant ").

    WITNESSETH:

    


    That for and in consideration of the
rentals hereinafter reserved and of the mutual covenants and agreements
hereinafter set forth, the parties hereto do hereby mutually agree as
follows:

    


    ARTICLE
I, GRANT AND TERM

    


    SECTION 1.01   DEMISED PREMISES. The Landlord
hereby leases to Tenant for the term and upon the covenants hereinafter set
forth approximately 3,005 square feet of second floor area in La Mirada Plaza , Kissimmee,
Florida  (hereinafter "Office Building"). The Office Building
is described in Exhibit
"A-1" hereto, which exhibit is incorporated herein by reference. The
leased space shall hereinafter be referred to as the "Demised Premises". The
Demised Premises are outlined in red on the site plan of the Office Building
attached hereto and made a part hereof as Exhibit "A-2", and are more
particularly described as Suite 225 of the subject Office Building.

    


    SECTION 1.02  
TERM.  The term of this Lease shall be for Sixty (60)
Months  commencing November 1, 2005, or upon the date of full
completion (hereinafter referred to as {"Commencement Date"}) and expiring
midnight on October 31, 2010, unless sooner terminated in accordance with the
provisions hereof (the "Expiration Date"). The first lease year shall terminate
on the 31st day of
October, 2006 next following the Commencement Date. All subsequent lease years
shall continue for twelve (12) calendar months thereafter, except the last lease
year shall terminate on the date the Lease is terminated.

    


    ARTICLE
II,   RENT AND DEPOSIT

    


    SECTION
2.01                                                           MINIMUM
RENT.   During the entire term of the Lease, the Tenant
shall pay according to the following rent schedule:

    


    
      
        
          
            	
                    Period

                  	
                    Monthly Base

                  
	 
      	 
      
	
                    11/01/05-10/31/06

                  	
                    $5,008.33 plus sales
      tax*

                  
	
                    11/01/06-10/31/07

                  	
                    $5,258.75
      plus sales tax*

                  
	
                    11/01/07-10/31/08

                  	
                    $5,509.17
      plus sales tax*

                  
	
                    11/01/08-10/31/09

                  	
                    $5,759.58
      plus sales tax*

                  
	
                    11/01/09-10/31/10

                  	
                    $6,010.00
      plus sales
tax*

                  


          

        

      



      *CAM Charges
Included

    


    payable
to Landlord in equal installments, in advance, on the first day of the month. In
the event the Tenant takes occupancy of the Premises prior to the Commencement
Date outlined in Section 1.02, then the base rent for the fractional month shall
be appropriately prorated, based on a thirty (30) day month.

    


    SECTION 2.02   PERCENTAGE
RENT.  Intentionally deleted.

     

    
      SECTION 2.03   DEPOSIT.  No deposit
is to be paid or become due during the term of this lease.

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION 2.04   PAYMENTS BY TENANT. All
payments and charges required to be made by Tenant to Landlord hereunder shall
be payable in coin or currency of the United States of America, without notice
or demand, at the address indicated herein. No payment to or receipt by Landlord
of a lesser amount than the then amount required to be paid hereunder shall be
deemed to be other than on account of the earnest amount of such obligation then
due hereunder. No endorsement or statement on any check or other communication
accompanying a check for payment of any amounts payable hereunder shall be
deemed an accord and satisfaction, and Landlord may accept such check in payment
without prejudice to Landlord's right to recover the balance of any sums owed by
Tenant hereunder or to seek recovery of possession for non-payment of the full
amount due and owing the Landlord. Tenant hereby waives any and all right to
offset or charge any amount owed to Tenant by Landlord against the guaranteed
minimum rent, percentage rent or any other monies due the Landlord under this
Agreement.

    


    SECTION 2.05   LATE CHARGE. In the event any
sums required hereunder to be paid are not received on or before the fifth (5th}
calendar day after the same are due, then, for each and every late payment,
Tenant shall immediately pay, as additional rent, a service charge equal to the
greater of Seventy-Five Dollars ($75.00), or Five Dollars ($5.00) per day for
each day after the due date of such payment that such payment has not been
received by Landlord, or four percent (4%) of the amount required to be paid.
Notwithstanding this service charge, Tenant shall be in Default under this Lease
if any payment required to be made by Tenant hereunder is not paid on or before
its due date. In the event of default by Tenant in the payment of any other sums
of money required hereunder, interest at the highest rate allowed by law shall
accrue on the amount of such rental in default or other sums of money due the
Landlord hereunder, which interest shall be in addition to the service charge as
herein provided. Late charges
will only apply on occasions when Landlord does not owe Tenant sums in excess of
the rent due as a result of other services performed by Tenant for the
Landlord.


    


    ARTICLE
III,   PREPARATION OF DEMISED PREMISES

    


    SECTION 3.01   SITE PLAN. Exhibit A sets
forth the general layout of development of the Plaza. The Landlord does not
warrant or represent that the Plaza will be exactly as shown thereon. Landlord
may change or alter the parking lot layout, any of the buildings in the Plaza,
may sell or lease any portions of the Plaza, all without the consent of or
notice to the Tenant.  The Landlord hereby agrees that the relative
location and actual size of the Demised Premises shall remain substantially
unchanged.

    


    SECTION 3.02   
LANDLORD'S WORK.
Tenant agrees to accept the Premises in “as is” condition. Landlord, at Its
expense, shall construct the Demised Premises, substantially in accordance with
the Outline Specifications attached hereto and made a part hereof as Exhibit A-2
(hereinafter referred to as Landlord's work). All other work done by Landlord a
Tenant's request shall be at Tenant's expense and shall be paid for within ten
(10) days after the presentation to Tenant of a bill for such
work.  The premises shall have been deemed approved and accepted by
Tenant to be in good condition and repair and any construction in or alteration
made by the landlord to the premises shall have been deemed by the Tenant to
have been completed, approved and accepted when the Tenant opens for business in
the demised premises.

    


    SECTION 3.03   DELIVERY OF POSSESSION
DATE.  On the day when Landlord's work is substantially
completed and the Demised Premises are ready for Tenant to begin its work under
Section 3.04, Landlord will give Tenant a Delivery of Possession Date
Certificate (the date specified in such Certificate is "The Delivery of
Possession Date"). Tenant agrees to take physical possession of The Demised
Premises in "As-Is" condition on such date. From and after The Delivery of
Possession Date the Tenant agrees to diligently perform Tenant's
work.

    


    SECTION 3.04   TENANTS WORK. Other than work
done pursuant to section 3.02, all work is to be performed by Tenant at its
expense (hereinafter referred to as Tenant's Work ) in accordance with Exhibit "B" attached hereto. All
entry into the Demised Premises and work done by Tenant shall be at Tenant's
risk. All work performed by Tenant shall be subject to Landlord's prior written
approval and shall be in accordance with good construction practices, all
applicable laws, insurance requirements, and Landlord's rules and regulations.
Further, the Landlord shall have no responsibility or liability for any loss or
damage to any property belonging to Tenant; the Tenant agrees to pay for all the
utilities used by Tenant prior to the Commencement Date. Tenant shall furnish
all certificates and approvals, which may be necessary so that a certificate of
occupancy for the demised premises may be issued. Copies of all such
certificates shall be delivered to Landlord. The Demised Premises shall be ready
for the opening of Tenant's business by the Commencement Date.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION 3.05   ALTERATIONS BY
TENANT

               (a)  Tenant
may not make any alterations to the Demised Premises without the prior written
consent of the Landlord. Such alterations shall be performed in a good and
workmanlike manner and in accordance with applicable legal and insurance
requirements and the terms of this Lease.

     

               (b)  In
the event that any mechanics lien is filed against the Demised Premises or
Office Building as a result of any work or act of Tenant, the same constitutes a
default under the lease, Tenant, at its expense, shall discharge the same within
ten (10) days from the filing thereof. If the Tenant fails to discharge said
mechanic's s lien, Landlord may bond or pay said lien and all sums so advanced
shall be paid on demand as additional rent the Tenant agrees to indemnify and
hold the Landlord harmless from and against any and all liabilities incurred by
the Tenant or claimed or charged against the Demised Premises on account of any
claims, expenses or liens incurred by the Tenant in connection with the premises
and the Tenant shall promptly pay or otherwise discharge any and all such calms,
expenses and liens, including any mechanics liens asserted or claimed against
the premises or any part thereof.  In no event shall the Landlord or
any of the Landlord's property be liable for or chargeable with any expense or
lien for work, labor or materials used in the premises or in any improvement or
change thereof at the request of or upon the order of or to discharge the
obligation of the Tenant.

     

    (c)  Prior to the
commencement of any work, Tenant shall obtain public liability and workmen's
compensation insurance to cover every contractor to be employed, and shall
deliver duplicate originals of all certificates of such insurance to Landlord
for written approval.

     

    (d)  If, in an emergency, it
shall become necessary to make repairs required to be made by Tenant Landlord
may re-enter the Demised Premises and proceed to have such repairs made and pay
the costs thereon Tenant shall pay the Landlord the cost of such repairs on
demand as additional rent.

     

    (e)  All alterations,
additions and improvements to the premises, whether performed or constructed by
Tenant or Landlord, shall immediately become the exclusive property of the
Landlord regardless of the manner affixed or attached to the premises, and shall
be surrendered with the premises at the termination of the Lease.  All
trade fixtures installed by the Tenant shall be new or completely
reconditioned.  Tenant may remove said trade fixtures from the Demised
Premises at any time and from time to time during the Lease term, but the right
of such removal is subject to the Tenant not being in default under any of the
terms and conditions of this Lease and satisfactory repair of any damage to the
Demised Premises caused by Tenant's removal of any such trade fixtures prior to
the termination or expiration of the Lease term.


    


    ARTICLE
IV,   CONDUCT OF BUSINESS

    


    SECTION 4.01   USE.   The
Tenant shall use and occupy the Demised premises for the following purposes
only, and for no other purpose; Vacation Destination Club.

    


    SECTION 4.02   OPENING; ESTOPPEL
CERTIFICATE.  The Tenant agrees to open for business to the
public following thirty (30) days following the Delivery of Possession Date and
thereafter conduct its regular business operations continuously on all days and
at all hours during which the Office Building Is open for business. From time to
time and upon five (5) days notice, Tenant agrees to execute and deliver a
written acceptance/estoppel certificate confirming that Tenant has accepted the
Demised Premises and such other acts relative to this Lease as Landlord or any
mortgagee of the Plaza may request to be confirmed.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION 4.03  
UTILITIES/HVAC.  The Tenant, at its expense, shall arrange for
and pay all costs of and charges for all utilities and services provided or used
In or at the Demised Premises, commencing with the Delivery of Possession Date
and throughout the term of this Lease. Tenant shall pay directly to the public
utility companies the cost of any installation of any and all such utility
services.  The Tenant agrees to indemnify and hold harmless the
Landlord from an against any and all claims arising from the installation and
maintenance of such utility services and from all costs and charges for
utilities consumed on or by the Demised Premises. Should the Landlord decide to
use a master meter for any utility service, the usage of such utility service
shall be allocated to the Tenants on a ratio of square footage of the Tenant's
demised premises to that of the total square footage serviced by such
meter.  Should sewage service be provided to the Demised Premises via
a septic tank or sewage package plant and should such sewer lines be constructed
in the locale of the shopping center, and should any government agency having
jurisdiction over same require the connection of the Demised Premises to such
facilities, the Tenant shall pay the cost of such connection, including related
impact and/or tap fees assessed on a pro-rata basis based on the ratio of square
footage of the Demised Premises to the ratio of the square footage being tied to
such utilities. Notwithstanding the above, should the Tenant's usage of the
Demised Premises require an increase in impact and/or tap fees above the rates
charged for a minimum usage retail outlet, then in that event the Tenant shall
pay such additional expense.

    


    SECTION 4.04   SIGN.  Tenant shall
install and maintain one (1) sign affixed to the front of Demised Premises,
subject to the written prior approval of landlord, and legal and insurance
requirements.  The Tenant's sign shall be consistent with the
specifications and requirements contained In Exhibit "C" attached
hereto.  Tenant shall pay for all costs in connection with such sign
and shall be responsible for the cost of proper installation and removal thereof
and any damage caused to the Demised Premises thereby.  In the event
Landlord deems it necessary to remove such sign then Landlord shall have the
right to do so.  No additional signs, which can be seen from the
exterior of the Demised Premises, shall be installed without the prior written
consent of the Landlord.

    


    SECTION 4.05   TENANT'S  WARRANTIES.  The
Tenant warrants, represents, covenants and agrees to:  (i) keep the
Demised Premises and any platform or loading dock used by Tenant in a neat and
clean condition, keep sidewalks and alleys adjoining the premises free and clear
of rubbish and shall store all trash and garbage within the premises and shall
arrange for regular pickup and removal thereof; (ii) pay, before delinquent, any
and all taxes, assessments and public charges imposed upon Tenant's business or
fixtures, and pay when due all fees of similar nature; (iii) observe all rules
and regulations established by Landlord for all tenants in the Plaza; (iv)
observe all restrictive covenants of record which are applicable to the Plaza,
provided the same do not prohibit Tenant's permitted use of  the
Demised Premises; (v) not use the parking areas or sidewalks or any space
outside the Demised Premises for marketing, display, sale, storage, or any other
similar undertaking; (vi) not use any advertising medium or sound devises inside
the Demised Premises which may be heard outside the Demised Premises, or permit
any objectionable odors to emanate from the Demised Premises; (vii) keep the
Demised Premises sufficiently heated to prevent freezing of water in pipes and
fixtures in and about the Demised Premises; (viii) keep the temperature within
the Demised Premises at such levels as may be required by any federal, state or
local laws, ordinances, or regulations; (ix) maintain a full and complete stock
of merchandise so as to attain the highest possible Gross Sales; (x} prohibit
the burning of any trash of any kind in or about the building nor shall the
Tenant permit rubbish, refuse or garbage to accumulate nor permit any fire or
health hazard to exist on or about the premises.

    


    SECTION 4.06   LEGAL
REQUIREMENTS.  Tenant shall, at its own expense, comply with
all laws, orders, ordinances and with directions of public officers thereunder,
and all notices from Landlords mortgagee respecting all matters of occupancy,
condition or maintenance of the Demised Premises, whether such orders or
directions shall be directed to Tenant or Landlord, and Tenant shall hold
Landlord harmless from any and all costs or expenses on account
thereof.  Tenant shall procure and maintain all licenses and permits
legally necessary for the operation of Tenant's business and allow Landlord to
inspect them on request.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
V,   COMMON AREA

    


    SECTION 5.01  
USE.   During the term of this Lease Tenant is granted,
subject to Landlord's rules and regulations, the non-exclusive license to permit
its customers and invitees to use the sidewalks, customer parking areas, the
entrance and exit ways designated by Landlord for access to the Demised Premises
from a public street or highway. Landlord shall have the following rights with
respect to the common areas throughout the term hereof: (i) to close all or any
portion thereof temporarily to discourage non-customer use; and (ii) to modify
the traffic flow pattern and layout of parking spaces and entrances and exits to
adjoining public streets. Notwithstanding anything contained herein to the
contrary, all common areas shall at all times be subject to the exclusive
control, administration and management of Landlord, in Landlord's sole
discretion.

    


    SECTION 5.02   MAINTENANCE.  Landlord
agrees to maintain and keep in good service and repair all common
areas.

    


    ARTICLE
VI.   REPAIRS AND MAINTENANCE

    


    SECTION 6.01   LANDLORD'S
OBLIGATIONS.  Landlord shall keep in good repair the sewer and
water lines servicing the Demised Premises, and the structural supports of the
buildings.

    


    SECTION 6.02   TENANT'S
OBLIGATIONS.  Except as stated in Section 6.01, Tenant, at its
expense, shall (i) make all repairs and replacements and perform all maintenance
work that is necessary, including heating and air conditioning, in order to keep
the Demised Premises in good order and repair and in a safe and dry tenantable
condition; (ii) Install and maintain such fire protection devices as may be
required by any governmental body or insurance underwriter for the Plaza; (iii)
provide trash storage and removal services, except that if Landlord, at its sole
discretion, shall provide trash services. Tenant shall be obligated to use and
pay for same within ten (10) days of being billed therefore; and (iv) change the
Tenant's air conditioning filter five (5) times a year and have the Tenant's air
conditioner and heater serviced two (2) times per year. Notwithstanding any
contrary provision of this Article VI, Tenant, at its expense, shall make any
and all repairs to the Demised Premises as may be necessitated by any break-in,
forcible entry, or other trespass into or upon the Demised Premises, regardless
of whether or not such entry and damage is caused by the negligence or fault of
Tenant or occurs during or after business hours.  The plumbing
facilities shall not be used for other than its intended purpose. The expense of
any breakage, stoppage or damage resulting from a violation of this provision
shall be borne by the Tenant who shall have caused same. All such repairs to be
made by the Tenant hereunder shall be made promptly at Tenant's
expense.

    


    


    ARTICLE
VIII.   INSURANCE, INDEMNITY AND LIABILITY

    


    SECTION 8.01   LANDLORD'S OBLIGATIONS.
Landlord shall obtain and maintain during the term of this Lease, fire and
extended coverage insurance, insuring against all reasonable perils and
liabilities, for eighty percent (80%) of the replacement value of the Demised
Premises and Landlord's Work. Such insurance shall be issued by an insurance
company licensed to do business in the jurisdiction to which the Plaza is
located. Tenant shall reimburse Landlord for its proportionate share of such
insurance cost as a portion of the Common Area Expenses described in Article
V.

    


    SECTION 8.02   TENANT'S
OBLIGATIONS.

    


    (a) Tenant at Tenant's sole cost and
expense shall obtain and maintain for the term of this Lease, insurance policies
providing the following coverage: (i) Tenant's fixtures equipment furnishings
merchandise and other contents in the Demised Premises for the full replacement
value of said items; (ii) all perils included fin the classification are and
extended coverage under insurance industry practices in the jurisdiction in
which the Plaza is located; (iii) plate glass insurance; and (iv) comprehensive
general liability insurance naming Landlord, any mortgagee and master lessor as
additional insureds which policy is to be in the minimum amount of Five Hundred
Thousand Dollars ($500,000.00) with respect to any one person in the minimum
amount of One Million dollars ($1,000,000.00) with respect to any one accident
and in the minimum amount of One Hundred Thousand Dollars ($100,000.00) with
respect to property damage. Tenant shall deliver to Landlord certificates of
insurance or duplicate originals of each such policy.  The limits for
insurance policies as required above shall not be construed as limitations on
the liability of the Tenant.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b) The policy described in this
Section 8.02 shall: (i) be acceptable to the Landlord in Landlord's sole
discretion in form and content; (ii) contain an express waiver of any right of
subrogation by the insurance company against the Landlord, Landlord's agents and
employees; (iii) contain a provision that it shall not be canceled and that it
shall continue in full force and effect unless Landlord has received at least
thirty (30) days prior written notice of such cancellation or termination; and
(iv) not be materially changed without prior notice to the
Landlord.

     

    (c) Tenant shall not permit to be done
any act which will invalidate or be in conflict with the fire insurance policies
covering the Plaza or any other insurance referred to in this
Lease.  Tenant will promptly comply with all rules and regulations
relating to such policies. If the acts of Tenant or its employees or agents
shall increase the rate of Insurance referred to in this Lease such increases
shall be immediately paid by Tenant as additional rent.

    


    SECTION 8.03   COVENANTS TO
HOLD HARMLESS.

    


    (a) Landlord and Tenant each hereby
release the other, its officers, directors, employees, and agents from any and
all liability or responsibility for any loss or damage to the extent property is
covered by valid and collectable fire insurance with standard and extended
coverage endorsement even if such fire or other casualties shall have been
caused by the fault or negligence of the other party or any one for whom such
party may be responsible. Tenant agrees to pay the increased insurance cost if
any resulting from such release.

     

    (b) Tenant hereby indemnifies and
agrees to hold harmless and shall defend Landlord from and against any and all
claims that arise from or in connection with the possession use occupation
management repairs maintenance or control of the Demised Premises or any portion
thereof and any sidewalks adjoining same including the loss theft or damage to
any property of the Tenant or others including fixtures inventory and
merchandise on the demised premises Tenant shall at its own cost and expense
defend any and all actions which may be brought against Landlord any mortgagee
or master lessor with respect to the foregoing.  The Tenant shall pay
satisfy and discharge any and all judgments orders and decrees which may be
recovered against Landlord any mortgagee or master lessor in connection with the
foregoing.  The Landlord shall not be liable for any damage or injury
caused to any person or property by reason of the failure of the Tenant to
perform any of Its covenants or agreements hereunder nor for such damage or
injury caused by reason of any defect in the premises now or in the future
existing nor for any damage or injury caused by any present or future defect in
plumbing wiring or piping in the store space or any part of the Demised
Premises.

    


    SECTION 8.04   LIABILITY OF LANDLORD TO TENANT.
Except with respect to any damages resulting from the gross negligence of
Landlord its agents or employees Landlord shall not be liable to Tenant, its
agents, employees or customers for any damage loss compensation accident or
claims whatsoever.


    


    ARTICLE
IX.   DESTRUCTION OF DEMISED PREMISES

    


    SECTION 9.01.  
Subject to the provisions of Section 9.02 if the Demised Premises shall
be partially damaged by any casualty covered by Landlord's insurance policy
Landlord shall repair the same to their condition at the time of the occurrence
of the damage and the minimum rent shall be abated proportionately as to that
portion of the Demised Premises rendered untenantable; provided however Landlord
shall not be obligated to commence such repair until insurance proceeds are
received by Landlord and Landlord's obligation hereunder shall be limited to the
application of the proceeds actually received by Landlord under its insurance
policy which have not been required to be applied towards the reduction of any
indebtedness secured by a mortgage covering the Plaza and any portion
thereof.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
9.02.                                If
the Demised Premises (i) are rendered wholly untenantable; or (ii) should be
damaged as a result of the risk which is not covered by Landlord's insurance; or
(iii) should be damaged in whole or in part during the last two (2) years of the
Term or of any renewal term hereof; (iv) or the building of which it is a part
whether the Demised Premises are damaged or not or all of the buildings which
then comprise the Plaza should be damaged to the extent of fifty (50%) percent
or more of the then monetary value thereof; (v) or if any or all of the
buildings or common area of the Plaza are damaged whether or not the Demised
Premises are damaged to such an extent that the Office Building cannot in the
sole judgment of Landlord be operated as an integral unit then or in any such
events Landlord may either elect to repair the damage or may terminate this
Lease by notice of termination within One Hundred Eighty (180) days after such
event and thereupon this Lease shall expire and Tenant shall vacate and
surrender the Demised Premises to Landlord. Tenant's liability for rent subject
to the provisions regarding abatement of minimum rent contained in Section 9.01
shall continue until the date of termination of this lease.

    


    SECTION 9.03.   In
the event Landlord elects to repair the damage insurable under Landlord's
policies any abatement of rent shall end five (5) days after notice by Landlord
to Tenant that the Demised Premises have been repaired. If the damage is caused
by negligence of Tenant or its employees, agents, invitees, or concessionaires,
there shall be no abatement of rent. Unless this Lease is terminated by Landlord
Tenant shall repair and re-fixture the interior of the Demised Premises in a
manner and at least a condition equal to that existing prior to its destruction
or casualty and the proceeds of all insurance carried by Tenant on its property
and improvements shall be held in trust by Tenant for the purpose of said repair
and replacement.

    


    ARTICLE
X,   CONDEMNATION

    


    SECTION 10.01  
EMINENT DOMAIN.
If the whole of the Demised Premises or more than twenty five percent
(25%) of the floor area of the Demised Premises shall be taken or condemned by
any competent government authority then either party may elect to terminate this
Lease by giving notice to the other party not more than sixty (60) days after
the date on which such title shall vest in the authority.  If the
parking facilities are reduced below the minimum parking requirements imposed by
the applicable authorities Landlord may elect to terminate this Lease by giving
Tenant notice within one hundred twenty (120) days after such taking. In
addition if any Major Tenant shall terminate its lease with the Landlord
pursuant to the taking of its store Landlord may terminate this Lease on written
notice to Tenant within sixty (60) days after notice to Landlord that a Major
Tenant is terminating its lease.  In case of any taking or
condemnation whether or not the term of this Lease shall cease and terminate the
entire award shall be the property of Landlord. Tenant may file such claims as
are permitted by law for the loss of its leasehold interest business dislocation
damages moving expenses and other damages caused by such taking or appropriation
provided that such claim shall not interfere in any manner with any claim the
Landlord may have pursuant to such taking or appropriation. The Tenant in no
event shall have any claim against the Landlord for the value of any unexpired
term of the Lease.

    


    SECTION 10.02  
RENT
APPORTIONMENT. Tenants obligation to pay Minimum Rent shall be
apportioned or end as the case may be as of the date of vesting of title or
termination of this Lease.  Any purchase of all or a portion of the
Plaza in lieu of a taking or condemnation under powers of eminent domain shall
be a taking or condemnation thereof.


    


    ARTICLE
XI,   ASSIGNMENT, SUBLETTING AND ENCUMBERING

    LEASE

    


    Tenant shall not transfer, assign,
mortgage or encumber this Lease or sublet or permit the Demised Premises to be
used by others, without the prior written consent of Landlord. In the event
Tenant shall be a corporation, any transfer, sale, pledge, or other disposition
of a material stock interest of the Tenant shall be deemed an assignment of this
Lease. If this Lease is assigned or if the premises or any part thereof is
sublet or occupied by anyone other than the Tenant without the express written
consent of the Landlord, the Landlord may collect rent from the assignee,
subtenant, or occupant and apply the net amounts collected to all rent herein
reserved, but no assignment, subletting, occupancy or collection shall be deemed
a waiver of the covenants contained herein or the acceptance of the assignee,
subtenant or occupant as Tenant or a release of the performance of the covenants
of the Tenant s part herein contained. In the event Landlord's written consent
is given to an assignment or subletting, the Tenant and any guarantor shall
nevertheless remain liable to perform all covenants and conditions hereof and to
guarantee such performance by the assignee or subtenant. It the Landlord shall
consent to an assignment of this Lease, no further or additional assignments may
be made without the prior written consent of the Landlord.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
XII,   SUBORDINATION AND FINANCING

    


    SECTION 12.01  
SUBORDINATION.  This
Lease and Tenants tenancy hereunder shall be subject and subordinate at all
times to the lien of any mortgage deed of trust (including any renewals,
modifications, extensions, or future advances thereof), or other method of
financing or refinancing, now or hereafter placed upon the interest of the
Landlord and the demised premises. Tenant agrees to execute and deliver such
instruments as may be desired by Landlord or by any mortgage subordinating this
Lease to said lien.

    


    SECTION 12.02  
ATORNMENT.  If, and
so long as this Lease is in full force and effect, then at the option of the
mortgagee; (i) this Lease shall remain in full force notwithstanding (A) a
default under the mortgage by Landlord (B) failure of Landlord to comply with
this Lease (C) a defense to which Tenant might be entitled against Landlord
under this Lease or (D) any bankruptcy or similar proceedings with respect to
the Landlord, (ii) if any such mortgagee shall become possessed of the Demised
Premises, Tenant shall be obligated to such mortgagee to pay to it the rentals
and other charges due hereunder and to thereafter comply with all the terms of
this Lease; (iii) if any mortgagee or purchaser at a private or public sale
shall become possessed of the Demised Premises, Tenant shall, without charge,
attorn to such mortgagee or purchaser as its landlord under this
Lease.

    


    SECTION 12.03  
FINANCING.  In the
event the construction lender, land lessor, or the permanent lender for the
Shopping Center requires as a condition to financing modifications to this
Lease, provided such modifications are reasonable, do not adversely affect
Tenant, do not materially alter the approved working plans and do not increase
the rentals and other sums to be paid hereunder, the Landlord shall submit to
Tenant a written amendment with such required modifications and if Tenant fails
to execute and return within ten (10) days thereafter the amendments that have
been submitted, then the Landlord shall have the right to cancel this Lease,
upon written notice to Tenant.

    


    


    


    ARTICLE
XIII,  DEFAULTS.

    


    SECTION 13.01  
ELEMENTS OF DEFAULT.
  If any one or more of the following events occur, said event
or events shall hereby be classified as a Default:

    


    
      	
               
      

            	
              (a)

            	
              if
      Tenant or any guarantor of Tenant's obligations hereunder shall make an
      assignment for the benefit of creditors or file a petition in any state
      court in bankruptcy reorganization composition or make an application in
      any such proceedings for the appointment of a trustee or receiver for all
      or any portion of its property;

            


    

    


    
      	
               
      

            	
              (b)

            	
              if
      any petition shall be filed under the state law against Tenant or any
      guarantee of Tenant's obligations hereunder in any bankruptcy
      reorganization or insolvency proceeding and said proceedings shall not be
      dismissed or vacated within thirty (30) days after such petition is
      filed;

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              (c)

            	
              if
      a receiver or trustee shall be appointed under state law for Tenant or any
      guarantor of Tenant's obligations hereunder for all or any portion of the
      property of either of them and such receivership or trusteeship shall not
      be set aside within thirty (30) days after such
    appointment;

            


    

    


    
      	
               
      

            	
              (d)

            	
              if
      Tenant refuses to take possession of the Demised Premises at the Delivery
      of Possession Date or fails to open its doors for business within thirty
      (30) days following the Delivery of Possession Date as required herein or
      vacates the Demised Premises and permits the same to remain unoccupied and
      unattended;

            


    

    


    
      	
               
      

            	
              (e)

            	
              if
      Tenant is a corporation if any part or all of its stock representing
      effective voting control of Tenant shall be transferred so as to result in
      a change in the present effective voting control of Tenant such change is
      not consented to in writing by Landlord; provided however this provision
      shall not apply if Tenant is a publicly traded corporation or if the
      transfer of shares of stock is to any one or more individuals in the
      Tenant's immediately family.

            


    

    


    
      	
               
      

            	
              (f)

            	
              if
      Tenant fails to pay Minimum Rent, Percentage Rent, Fund contribution, its
      share of Common Area Expenses or any other charges required when same
      shall become due and payable and such failure continues for five (5)
      days;

            


    

    


    
      	
               
      

            	
              (g)

            	
              if
      Tenant shall fail to perform or observe any terms and conditions of this
      Lease and such failure shall continue for ten (10) days after written
      notice from Landlord (except that such ten (10) day period shall be
      automatically extended for such additional period of time as is reasonably
      necessary to cure such default if such default cannot be cured within such
      period provided that Tenant is in the process of diligently curing same.
      This provision shall not apply to monetary obligations the nonperformance
      of which is covered under sub-paragraph
(f)

            


    

    


    
      	
               
      

            	
              (h)

            	
              if
      Tenant shall be given three (3) notices of Default under Section 13.01 (f)
      or (g), notwithstanding any subsequent cure of the noticed Default;
      or

            


    

    


    
      	
               
      

            	
              (i)

            	
              if
      any execution levy attachment or other legal process of law shall occur
      upon Tenant's goods fixtures or interest in the Demised
      Premises.

            


    

    


    SECTION 13.02   LANDLORD'S
REMEDIES.

    


    
      	
               
      

            	
              (a)

            	
              NON
      MONETARY DEFAULT. Upon the occurrence of any Default (other than 13.01
      (f)) Landlord may give written notice of such Event of Default to Tenant
      and in such event Tenant shall immediately upon the giving of such written
      notice and continually and diligently thereafter pursue Tenant's
      obligations in question and seek to cure such Event of Default but in any
      event Tenant shall have a maximum of Ten (10) days in which to cure the
      complaint of Event or Events of Default. Upon the failure of Tenant to
      cure any Event of Default within the time hereinbefore provided, or if
      Tenant shall fail to diligently and continually seek to remedy any
      complaint of Event of Default (other than 13.01 (f) ), Landlord may
      declare the rights of Tenant under this Lease terminated and at an end by
      giving written notice of such termination of Tenant's rights to Tenant and
      Tenant shall thereupon immediately quit and surrender the Leased Premises
      to Landlord remaining liable, nevertheless, to Landlord as hereinafter
      provided. Upon Landlord s termination of Tenant's rights hereunder,
      Landlord shall be entitled to apply the security deposit specified in
      Section 2.03 hereof to its own purposes without thereby diminishing or
      affecting any of Tenant's obligations hereunder for the payment of Minimum
      Rent or Percentage Rent or other charges, and Landlord may immediately, or
      at any time thereafter re-enter the Demised Premises and remove all
      persons and all or any property therefrom by any suitable action or
      proceeding at law, or otherwise, without being liable for any prosecution
      therefore; or damages resulting therefrom and repossess and enjoy the
      Demised Premises, together with all additions, alterations and
      improvements, to which remedies and acts Tenant specifically consents. In
      the event of such re-entry, Landlord may, at its option, repair, alter,
      remodel and change the character of the Demised Premises as it may deem
      fit, and at any time re-let the Demised Premises or any part or parts
      thereof, as the agent of Tenant or otherwise. The exercise of Landlord of
      any right granted hereunder shall not relieve Tenant from the obligation
      to make all payments of Minimum Rent, Percentage Rent or other charges,
      and to fulfill all other covenants required by this Lease, at the time and
      in the manner provided herein. Tenant throughout the remainder of the Term
      hereof shall pay Landlord, no later than the last day of each month during
      the term, the then current excess, if any of the sum of the unpaid rentals
      and costs to Landlord resulting from such default by Tenant over the
      proceeds, if any, received by Landlord from a re-letting of the Demised
      Premises, if any.  Landlord shall not be required to re-let the
      Demised Premises nor exercise any other right granted to Landlord
      hereunder, nor shall Landlord be under any obligation to minimize Tenant's
      loss as a result of Tenant’s default.  If Landlord attempts to
      re-let the Demised Premises, Landlord shall be the sole judge as to
      whether or not a proposed Tenant is suitable and acceptable. Recovery of
      possession for the account of Tenant shall not waive or impair Landlord’s
      absolute right to thereafter terminate this Lease at any time without
      further notice to Tenant. In addition to the foregoing rights and remedies
      of the Landlord upon termination of Tenant’s rights under the Lease, the
      Landlord shall have the option to accelerate all current and future
      monetary obligations of the Tenant, including remaining installments of
      rent and such accelerated amounts shall be construed as liquidated damages
      and shall constitute a debt provable in bankruptcy or
      receivership.  Such accelerated unpaid rent shall accrue
      interest at the highest rate allowed by law until paid in full. This
      Section 13.02 shall apply to any renewal or extension of this Lease, and
      if Tenant shall default hereunder prior to the date fixed as the
      commencement of any renewal or extension of the Lease, Landlord may cancel
      such renewal or extension agreement by ten (10) days written notice to
      Tenant.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              (b)

            	
              MONETARY
      DEFAULT. Upon Tenant's failure to pay the Minimum Rent or Percentage Rent
      or any other payment provided under the Lease (whether or not treated as
      additional rents) on its due date, Landlord shall provide three (3) days
      written notice to Tenant requiring payment in full of all sums then due
      and owing or possession of the Demised Premises. Unless payment of
      delinquent sums be forthcoming from Tenant said three (3) days period, in
      cash or cashier's check drawn on local funds, Landlord shall have the
      absolute right to immediately file legal proceedings to recover possession
      of the Demised Premises as well as any unpaid rents or other sums owing
      from Tenant. In any processory action by Landlord based upon Tenant's
      non-payment of rent or other charges as required hereunder, Tenant
      expressly waives any defense other than payment. Tenant's obligation to
      pay rent is independent of any duty or obligation of the Landlord under
      this Lease.  In addition, Landlord shall be entitled, as a
      matter of strict legal right, to enforce his rights as Landlord under the
      distress for rent proceedings provided by Florida Statutes 83. 11 et.
      seq., and in furtherance thereof, Tenant hereby expressly waives any right
      to personal service of the writ of distress and consents and agrees that
      such writ shall be binding and legally enforceable on Tenant if the same
      is served upon Tenant by posting the writ of distress on the main door of
      the Demised Premises or if the writ is served as provided for in the
      manner of delivery of other notices under Article XIX (b) hereafter. The
      rights of Landlord under this Subsection (b) of Section 13.02 shall be
      cumulative and in addition to the rights of Landlord as specified in
      Subsection (a) of Section 13.02, including the right of rental
      acceleration, and any other rights or remedies provided under the
      law.

            


    

    


    SECTION 13.03  
ABANDONMENT OF PREMISES.
"Abandonment" hereunder shall be deemed to include but shall not be
limited to either (a) any vacancy of the Demised Premises by Tenant for ten (10)
consecutive days without Landlord's prior written consent, or (b) non-operation
of the Tenant's business in the Demised Premises for a period of ten (10)
consecutive days without Landlord's prior written consent.

    


              In
the event of Tenant's abandonment of the Demised Premises as hereinabove
defined, Landlord shall provide Tenant with five (5) days notice of Landlord's
intention to re-enter and repossess the Demised Premises, said notice to be
conspicuously posted on the Demised Premises, without recourse to further legal
proceedings, unless Tenant objects within said five (5) day period. Should
Tenant not object within the said five (5) day period, Landlord shall have the
absolute right to re-enter the Demised Premises without legal proceedings and
without being liable for any prosecution therefore or damages resulting
therefrom, and repossess and enjoy the Demised Premises, together with all
additions, alterations and improvements, to which remedies and acts the Tenant
specifically consents. Thereafter, Landlord shall be entitled to the same rights
and remedies as if said re-entry and repossession had occurred pursuant to legal
action and as more specifically defined in Section 13.02.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION 13.04  
ABANDONMENT OF PERSONAL
PROPERTY.  Should Tenant fail to remove Its personal property
upon abandonment, expiration, termination or recovery of possession by the
Landlord, then upon such abandonment, expiration, termination or recovery of
possession and after five (5) days notice to Tenant to remove its property, said
notice to also be conspicuously posted on the Demised Premises, all personal
property of any nature then remaining on the premises shall be deemed abandoned
and title thereto shall vest exclusively in the Landlord. Landlord may
thereafter remove and dispose of or liquidate said personal property as Landlord
may deem proper in its sole and absolute discretion, provided, however, the
proceeds of any sale or liquidation of such property shall be applied first to
reduce any sums owed by Tenant to Landlord, including storage costs, attorney's
fees and any other expenses incurred by Landlord resulting from such abandonment
and any sums remaining shall be returned to Tenant. Tenant hereby waives and
agrees to indemnify and hold Landlord harmless from any claim for loss or damage
arising from Landlord's dealing with Tenant's property pursuant to the terms of
this paragraph.

    


    SECTION 13.05  
DEFAULT BY
LANDLORD.  Landlord shall in no event be in default in the
performance of any of its obligations contained in this Lease unless and until
Landlord shall have failed to perform such obligation within thirty (30) days,
or such additional time as is reasonably required to correct any such default,
after written notice by Tenant to Landlord properly specifying wherein Landlord
has failed to perform any such obligation. Notwithstanding any default by
Landlord, Tenant shall not be excused from the obligation to pay all rents and
charges required under this Lease as the same become due.

    


    ARTICLE
XIV, RIGHT OF ACCESS

    


            Landlord
may, enter upon the Demised Premises for the purpose of inspecting, making
repairs, curing defaults, replacements or alterations, and showing the Demised
Premises to prospective purchasers or lessees.

    


    ARTICLE
XV, DELAYS

    


            Landlord
shall be excused for the period of any delay in the performance of any
obligations hereunder when prevented from so doing by cause or causes beyond
Landlord s control which shall include, without limitation, all labor disputes,
civil commotion, war, war-like operations, invasion, rebellion, hostilities,
military or usurped power, sabotage, governmental regulations or controls, fire
or other casualty, inability to obtain any material, services, insurance
proceeds, or financing or through acts of God.


    


    ARTICLE
XVI, END OF TERM

    


    SECTION 16.01  
RETURN OF DEMISED
PREMISES.  Upon the expiration or termination of this Lease, as
provided for herein, Tenant shall quit and surrender the Demised Premises in
good order, broom clean, normal wear and tear and acts of God expected, to the
Landlord. Subject to the other terms of this Lease, Tenant shall, at its
expense, remove all property of Tenant, all alterations to the Demised Premises
not wanted by Landlord, and repair all damage caused by such remodeling and
return the Demised Premises to the condition in which they were prior to the
installation of the articles so removed.

     

    SECTION 16.02  
HOLDING OVER. If
Tenant shall hold possession of the Demised Premises after the expiration or
termination of this Lease, Tenant shall be deemed to be occupying the Demised
Premises as a tenant from month-to-month at double the Minimum Rent and
Percentage Rent in effect during the last lease year Immediately proceeding such
hold over.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
XVII, COVENANT OF QUIET ENJOYMENT

    


    Landlord covenants that if Tenant is
not in default, and so long as Tenant pays the rent and all other charges
provided for herein, and performs all of Its obligations provided for herein,
Tenant shall at all times during the term hereof peaceably have, hold and enjoy
the Demised Premises, without any interruption or disturbance from Landlord, or
anyone Claiming through or under the Landlord, subject to the terms
hereof.

    


    ARTICLE
XVIII, MISCELLANEOUS

    


    
      	
               
      

            	
              (a)

            	
              This
      Lease contains the entire agreement between the parties hereto and there
      are no promises, agreements, conditions, undertakings or warranties or
      representations, oral or written, between them or other than as set forth
      herein. If any provisions of this Lease shall be invalid or unenforceable,
      the remainder of the Lease shall not be affected thereby and each
      provision of this Lease shall be valid and be enforced to the fullest
      extent permitted by law.

            


    

    


    
      	
               
      

            	
              (b)

            	
              No
      notice or other communications given under this Lease shall be effective
      unless the same is in writing and is delivered in person or mailed by
      registered or certified mail, return receipt requested, first class,
      postage prepaid, addressed:

            


    

    
      
      

    

    
      
      

    

    
      
        	 	

                (1)

              	

                if
      to Landlord:   See Page
      1

                
                  or
      to such other address as Landlord shall designate by giving notice thereof
      to Tenant.

                

              
	
                 
      

              	
                (2)

              	
                if
      to Tenant: See
      Page 1

              


      

    

    
      	
               
      

            	
              or
      such other address as Tenant shall designate by giving notice thereof to
      Landlord.  The date of service of any notice given by mail shall
      be the date on which such notice is deposited in the U.S.
      mail.

            


    

    


    
      	
               
      

            	
              (c)

            	
              It
      is the intent of the parties hereto that all questions with respect to the
      construction of this Lease and the rights and the liabilities of the
      parties hereto shall be determined in accordance with the laws of the
      jurisdiction in which the Plaza is
located.

            


    

    


    
      	
               
      

            	
              (d)

            	
              This
      Lease shall bind and inure to the benefit of the parties hereto and their
      respective legal representatives successors and
  assigns.

            


    

    


    
      	
               
      

            	
              (e)

            	
              There
      shall be no personal liability on the Landlord or any successor with
      respect to any provisions of this Lease. Tenant shall look solely to the
      equity of the then owner of the Demised Premises for the satisfaction of
      any remedies of the Tenant in the event of a breach by Landlord of any of
      its obligations hereunder.

            


    

    


    
      	
               
      

            	
              (f)

            	
              Tenant
      warrants and represents that there was no broker or agent instrumental in
      consummating this Lease. Tenant agrees to indemnify and hold Landlord
      harmless against any claims for brokerage or other commissions arising by
      reason of a breach by Tenant of this representation and
      warranty.

            


    

    


    
      	
               
      

            	
              (g)

            	
              The
      Landlord hereunder shall have the right to freely assign this Lease
      without notice to or the consent of
Tenant.

            


    

    


    
      
        	
                 
      

              	
                (h)

              	
                The
      terms of this Lease shall not be interpreted to mean that the Landlord and
      Tenant are partners or joint ventures.

              
	 	 	 


      

    

    
      	
               
      

            	
              (i)

            	
              Tenant
      hereby expressly waives for itself and all persons claiming by or through
      it any right of redemption or for the restoration of the operation of this
      Lease under any present or future law in case Tenant shall be dispossessed
      for any cause.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              (j)

            	
              This
      Lease does not guarantee a continuance of light and air over any property
      adjoining the premises and the reference herein or otherwise made to the
      plan setting forth the general layout of the building parking areas and
      other improvements shall not be deemed to be a warranty or representation.
      The Landlord reserves the right from time to time to make changes
      additions and eliminations in and to the proposed or completed buildings
      the other Tenants or in the common areas in the Office
      Building.

            


    

    


    
      	
               
      

            	
              (k)

            	
              In
      the event that any litigation is commenced between the parties hereto
      concerning this Lease or the rights and duties of either party in relation
      thereto or in the breach of any of the terms and conditions of this Lease
      by the Landlord or Tenant the party prevailing in such litigation shall be
      entitled in addition to such other relief as may be determined by the
      court in such litigation reasonable attorneys fees and reimbursement of
      all costs and expenses of such litigation. Each party hereby waives trial
      by jury as to any and all such litigation
..

            


    

    


    
      
        	
                 
      

              	
                (I)

              	
                It
      is expressly agreed between Landlord and Tenant that time is of the
      essence in performance of all terms and provisions of this
      agreement.

              
	 	 	 
	 	

                (m)

              	

                If
      the Tenant shall make any default or defaults under this Lease the
      Landlord may at its election without waiving any claim for breach of
      agreement cure such default or defaults for the account of the Tenant. The
      cost to the Landlord thereof shall be due and payable on demand and shall
      be deemed a reimbursement hereunder payment of which shall be enforceable
      as rent or as other monies due Landlord and shall be added to the
      installment of rent next accruing or any subsequent installment of rent at
      the election of the Landlord. The Landlord shall not be responsible to the
      Tenant for any loss or damage resulting in any manner by reason of its
      undertaking any acts in accordance with the provisions of this
      Lease.

              


      

    

     

    
      	
               
      

            	
              (n)

            	
              The
      failure of the Landlord to insist in any one or more instances upon the
      strict performance of any of the covenants or agreements in this Lease or
      to exercise any option herein contained shall not be construed as a waiver
      or a relinquishment for the future of such covenant agreement or option
      but the same shall continue and remain in full force and effect. The
      receipt by the Landlord of rent or any other money due hereunder with
      knowledge of the breach of any covenant or agreement hereof by Tenant
      shall not be deemed a waiver of such breach and no waiver by the Landlord
      of any provision hereof shall be deemed to have been made unless expressed
      in writing and signed by the
Landlord.

            


    

    


    
      Balance
of page intentionally blank

    

    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    IN WITNESS WHEREOF, and
intending that this Lease be a sealed instrument, Landlord and Tenant have
executed this Lease under seal on the date hereinabove set forth.

    


    Signed,
sealed and delivered

    In the
presence of:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 	 	
                                  LANDLORD:  LA MIRADA PLAZA,
      LLC

                                	 	 
	 	 	 	 	 
	
                                  /s/
      Lisa Caraglio

                                	 	/s/ James Tousignant	 	 
	
                                  Witness
      As to Landlord    

                                	 	BY:        James
      Tousignant, Managing Member	 	 
	 	 	 	 	 
	
                                  Date:
      7/22/05

                                	 	
                                   

                                	 	 
	 	 	 	 	 
	/s/
      Anthony Brown	 	

                                  Date:
      7/22/05

                                	 	 
	Witness As to
      Landlord	 	
                                   

                                	 	
                                   

                                
	
                                   

                                	 	 	 	 
	

                                  Date:
      7/22/05

                                	 	 	 	 
	 	 	 	 	 


                        

                      

                    

                  

                

              

            

          

        

      

      
        
          
            
              
                
                  
                    
                      
                        
                          	 	 	
                                  

                                    TENANT: Ultimate Resort,
      LLC

                                  

                                	 	 
	 	 	 	 	 
	
                                  /s/
      Lisa Caraglio

                                	 	BY:  
      /s/ Phil
      Callaghan	 	 
	
                                  Witness
      As to Tenant 

                                	 	
                                  Phil
      Callaghan

                                	
                                   

                                	 
	 	 	 	 	 
	
                                  Date:
      7/22/05

                                	 	
                                  ITS:______________________

                                	 	 
	 	 	Chief Financial Officer
      	 	 
	/s/
      Anthony Brown	 	
                                  Date:
      7/22/05

                                	 	 
	Witness As to
      Tenant	 	
                                   

                                	 	
                                   

                                
	
                                   

                                	 	 	 	 
	

                                  Date:
      7/22/05

                                	 	 	 	 
	 	 	 	 	 


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    EXHIBIT
“A-1”

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
"A-2"

    


    


    The
Demised Premises is being taken as-is.  Landlord has no obligation to
provide improvements.  The plan below outlines the current suite
layout as delivered to Tenant.

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT
"B"

    TENANT'S
WORK

    


             Tenant,
at its sole cost and expense, shall perform all work other than that to be
performed by Landlord as set forth in Section 3.02 required to complete the
Demised Premises to a finished condition ready for the conduct of business
therein.

    


               Prior
to commencement of Tenant's Work, Tenant shall submit to Landlord for Landlord's
approval complete plans and specifications for such work and, upon Landlord's
approval of same, said plans and specifications shall be incorporated into and
become a part of this Lease Agreement.

    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
"C"

    SIGN
SPECIFICATIONS

    


    The installation of a sign and costs
incurred shall be the responsibility of the Tenant.  Sign construction
is to be completed in compliance with the instructions limitations and criteria
contained in this Exhibit.

    


    
      	
               
      

            	
              1.

            	
              It
      is intended that the signage of the stores in the Office Building shall be
      developed in an imaginative and varied manner and although previous and
      current signing practices of the Tenant will be considered they will not
      govern signs to be installed in the
Building.

            


    

    


    
      	
               
      

            	
              2.

            	
              Each
      Tenant will be required to identify its premises by a
  sign.

            


    

    


    
      	
               
      

            	
              3.

            	
              Sign
      drawing shall clearly show graphic as well as construction and attachment
      details.  Full information regarding electrical requirements and
      brightness is to also be included.

            


    

    


    
      	
               
      

            	
              4.

            	
              Three
      (3) copies of sign drawings shall be submitted to
  Landlord.

            


    

    


    
      	
               
      

            	
              5.

            	
              The
      wording of signs shall be limited to Tenants Trade Name only and approved
      “sell copy”

            


    

    


    
      	
               
      

            	
              6.

            	
              Tenant
      will be permitted one sign only to be located on his Window
      Front.

            


    

    


    
      	
               
      

            	
              7.

            	
              All
      signs shall have concealed attachment devices, clips, wiring, transformer,
      1 tubes and ballast.

            


    

    


    
      	
               
      

            	
              8.

            	
              Sign
      letters or components shall not have exposed neon or other lamps. All
      light source shall be internal and concealed consisting of 13 to 15
      millimeters of neon tubing. Coordinate fasteners to prevent
      electrolysis.

            


    

    


    
      	
               
      

            	
              9.

            	
              Tenant's
      sign shall not exceed 20% (as measured within the borders) of Tenant's
      window front. There must be a border around the sign that measures at
      least 2 1⁄2” off the edge of the glass. The border color must be selected
      from Landlord’s approved palette.

            


    

    


    
      	
               
      

            	
              10.

            	
              Signage
      letters will be no more than 4”
tall.

            


    

    


    
      	
               
      

            	
              11.

            	
              Landlord
      to place 1 1⁄2” x 3” number plates centered on the door frame above the
      door. Garamond font to be used. Number size to be 1 1/8” in
      height.

            


    

    


    
      	
               
      

            	
              12.

            	
              Bottom
      panes of glass to be painted out with black paint so that a blackout
      condition is created.

            


    

    


    
      	
               
      

            	
              13.

            	
              All
      signs shall be designed to meet local sign
  ordinance.

            


    

    


    
      	
               
      

            	
              14.

            	
              No
      signs may be erected without Landlord's prior written approval. No signage
      is permitted on suite doors.

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
"D"

    RULES AND
REGULATIONS

    Tenant
agrees as follows:

    


    
      	
               
      

            	
              (1)

            	
              No Smoking Policy:
      Tenant and Tenant’s customers shall not be permitted to smoke inside the
      Plaza.
      Special designated break areas are available behind the
      building.

            


    

    
      	
               
      

            	(2)	
              All
      deliveries or shipments of any kind to and from the Demised Premises
      including loading of goods
      shall he made only by way of the rear of the Demised Premises or at any
      other location designated
      for such purpose by
Landlord.

            


    

    
      	
               
      

            	
              (3)

            	
              Garbage
      and refuse shall be kept in the kind of container specified by Landlord
      and shall be placed at the location within the Demised Premises designated
      by Landlord for collection at the times specified by Landlord; Tenant to
      pay the cost of removal of garbage and refuse; tenant shall store soiled
      or dirty linen in approved fire rating organization
      containers.

            


    

    
      	
               
      

            	
              (4)

            	
              No
      radio, television, phonographs, or similar devices or aerial attached
      thereto (inside or outside) shall be installed without first obtaining in
      each instance the Landlords consent in writing and if such consent be
      given no such device shall be used In a manner so as to be heard or seen
      outside of the Demised Premises.

            


    

    
      	
               
      

            	
              (5)

            	
              Tenant
      shall keep the Demised Premises at a temperature sufficiently high to
      prevent freezing of water in pipes and
fixtures.

            


    

    
      	
               
      

            	
              (6)

            	
              The
      outside areas immediately adjoining the Demised Premises shall be kept
      clean and free from snow, ice, dirt and rubbish by Tenant and Tenant shall
      not place, suffer or permit any obstructions or merchandise in such
      areas.

            


    

    
      	
               
      

            	
              (7)

            	
              Tenant
      shall not use the public or common areas in the Office Building for
      business purposes.

            


    

    
      	
               
      

            	
              (8)

            	
              Tenant
      and its employees shall park their cars only in those areas of the parking
      lot that the Landlord from time to time shall designate as employee
      parking, so as not to usurp customer parking. If Tenant or its employees
      should fail to park in the designated parking areas the Landlord may
      charge Tenant ten {$10.00} dollars a day or partial day per car parked in
      any areas other than those designated, as and for liquidated
      damages.

            


    

    
      
        	
                 
      

              	
                (9)

              	
                Plumbing
      facilities shall not be used for any other purpose than that for which
      they are constructed and no foreign substance of any kind shall be thrown
      therein.

              
	 	

                (10)

              	

                Tenant
      shall use at Tenant's cost a pest extermination contractor at such
      Intervals as Landlord may require.

              
	 	

                (11)

              	

                Tenant
      shall not burn trash or garbage in or about the Demised Premises, the
      Office Building or within one mile of the outside radius of the
      Plaza.

              
	 	

                (12)

              	

                Tenant
      shall not place, suffer or permit displays decorations or shopping carts
      on the sidewalks in front of the Demised Premises or on or upon any of the
      common areas of the Office Building.

              
	 	

                (13)

              	

                Tenant
      shall not suffer, allow or permit any vibration noise light or other
      effect to emanate from the Demised Premises or from any machine or other
      installation therein or otherwise suffer, allow or permit the same to
      constitute a nuisance or otherwise interfere with the safety comfort and
      convenience of Landlord or any of the other occupants of the Office
      Building or their customers, agents or invitees or any others lawfully in
      or upon the Office Building. Upon notice by Landlord to Tenant that any of
      the aforesaid is occurring Tenant agrees to forthwith remove or control
      the same.

              
	 	

                (14)

              	

                Plaza
      staff will clean exterior window surfaces. Tenant must keep interior
      window surfaces free of dust, dirt, finger prints, streaks and other
      unsightly marks through regular washing, wiping and
    dusting.

              
	 	

                (15)

              	

                Tenant
      shall keep display window and signs in or on the Demised Premises well
      lighted from sundown until 9:30 p.m. unless prevented from doing so by
      causes beyond the control of the Tenant.

              
	 	

                (16)

              	Landlord
      may amend or add new rules and regulations for the use and care of the
      Demised Premises.  The
      buildings of which the premises are a part and the common areas and
      facilities.


      

    

    
      
 

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    





    

      Amendment No. 1 to Lease
Agreement

      


      This
Lease Amendment, dated May 1,
2006 by and between La
Mirada Plaza, L.L.C., a limited liability corporation organized and
existing under the laws of the State of Florida, successor in interest to ASA
Investments, Inc. (“Landlord”), and Ultimate Resort, LLC, a
corporation organized and existing under the laws of the State of Florida
(“Tenant”).   The Landlord and the Tenant executed a Lease
Agreement dated November 1, 2005, for Suite 225, located in La Mirada
Plaza.

      


      The
parties hereto desire to alter and modify said Lease Agreement as
follows:

      


      
        	
                 
      

              	
                1.

              	
                Effective
      May 1, 2006, Tenant shall additionally lease Suite 226 containing
      approximately 2,526 square feet for a total of $5,531 square
      feet.

              


      

      
        	
                 
      

              	
                2.

              	
                Effective
      May 1, 2006, the monthly rent shall be increased to $9,679.25 base rent
      plus sales tax for total of $10,356.80 per
  month.

              


      

      
        	
                 
      

              	
                3.

              	
                Effective
      November 1, 2007 and on every anniversary date thereafter the rent shall
      be increased by four percent (4%)

              


      

      
        	
                 
      

              	
                4.

              	
                The
      Lease expiration date shall remain October 31,
  2010.

              


      

      


      Except as
specifically amended and modified by this Lease Amendment, all other terms of
the Lease and the Exhibits attached thereto remain in full force and
effect.

      


      In
Witness Whereof, the Landlord and the Tenant have executed or caused to be
executed this Amendment on the dates shown below their signatures to be
effective as of the date set forth above.

      


      
        
          
            
              	
                      Tenant:  Ultimate
      Resort, LLC

                    	
                    	      
                      Landlord:  La
      Mirada Plaza, L.L.C

                    
	 
      	 
      	 
      	 
      	 
      
	
                      By:

                    	
                      /S/ Phil Callaghan

                    	 
      	
                      By:

                    	
                      /S/ James
  Tousignant

                    


            

          

        

      

      
        
          
            
              	
                      Print
      Name:  

                    	
                      Phil Callaghan

                    	 
      	
                       Print
      Name: 

                    	
                      James
Tousignant

                    


            

          

        

      

      
        
          	
                  Title:  

                	
                  Chief Financial Officer

                	 
      	
                  Title:  

                	
                  Managing
Member

                


        

      

      


      
        
          
            
              	
                      Attest:

                    	 
      	 
      	
                       Attest:

                    	 
      


            

          

        

      

      
        
          
            
              
                
                  	
                          Print Name: 

                        	 
      	 
      	
                           Print Name: 

                        	 
      


                

              

            

          

        

      

      
        
          
            
              
                
                  
                    
                      	
                              Title:  

                            	 
      	 
      	
                              Title:  

                            	 
      
	 	      
                              (Corporate
      Seal)

                            	 	 	      
                              (Corporate
      Seal)

                            


                    

                  

                

              

            

          

        

      

      
        
          	
                  Date:  

                	
                  5/1/06

                	 
      	
                  Date:  

                	
                  5/1/06

                


        

      

      


      
        
          
            
              	
                      Signed
      and sealed in the presence of:

                    	 
      	      
                      Signed
      and sealed in the presence
of:

                    


            

          

        

      

      


      
        
          	
                  (1)

                	
                  /S/ Lisa A. Caraglio

                	 
      	
                  (1)

                	
                  /S/ Lisa A.
  Caraglio

                


        

      

      
        
          
            
              	
                      Print
      Name:  

                    	
                      Lisa A. Caraglio

                    	 
      	
                      Print
      Name:  

                    	
                      Lisa A.
Caraglio

                    


            

          

        

      

      


      
        
          	
                  (2) 

                	
                  /S/ Anthony Brown

                	 
      	
                  (2) 

                	
                  /S/ Anthony
Brown

                


        

      

      
        
          
            
              
                	
                        Print Name:  

                      	
                        Anthony Brown

                      	 
      	
                        Print Name:  

                      	
                        Anthony
Brown

                      


              

            

          

        

      

      
        
          
            	
                    As
      to Tenant

                  	 
      	 
      	
                    As
      to Landlord

                  	 
      


          

        

      


      
        
           


        

      
           


          
            

          

        

        
           


        

      

       

    



    ASSIGNMENT AND ASSUMPTION OF
LEASE AGREEMENT

    


    THIS ASSIGNMENT AND ASSUMPTION OF
LEASE AGREEMENT (this “Agreement”) is entered into as
of October 29, 2009 (the “Effective Date”) by and among
La Mirada Plaza, LLC, a
Florida limited liability company (the “Landlord”), Ultimate Resort, LLC, a
Delaware limited liability company (“Assignor”) and Ultimate Escapes, LLC, a
Delaware limited liability company (“Assignee”).

     

    Recitals

     

    WHEREAS, Landlord and Assignor
entered into that certain Lease Agreement dated as of November 1, 2005 (as
amended from time to time, the “Lease”), with respect to
Suites 225 and 226 consisting of approximately 5,531 square feet, at the
premises known as La Mirada Plaza located in Kissimmee, Florida (the “Premises”).

    


    WHEREAS, Assignor desires to
assign all of Assignor’s right, title and interest in and to the Lease to
Assignee and Assignee desires to assume all of Assignor’s duties, covenants,
obligations and liabilities under the Lease (the “Assignment”).

    


    WHEREAS, pursuant to the terms
of the Lease, the Assignment requires Landlord’s prior consent to same and
Landlord is willing to provide Landlord’s written consent to the Assignment (the
“Consent”), each of
which Assignor and Assignee expressly agree to.

     

    NOW, THEREFORE, for and in
consideration of the Leases and the foregoing recitals, Landlord, Assignor and
Assignee hereby agree, as of the date of the Effective Date, as
follows:

     

    1.           Incorporation.  The foregoing
recitals are incorporated herein by this reference.

     

    2.           Conflict.       In
the event of any conflict between the provisions of the Lease and the provisions
of this Agreement, the provisions of this Agreement shall
control.  The defined terms set forth in the Lease shall have the same
meaning herein unless the context requires a different
interpretation.

     

    
      	
            	
              3. 

            	
              Assignment and
      Assumption.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Assignor
      hereby transfers, assigns and conveys to Assignee, its successors and
      assigns, all of Assignor’s right, title and interest in and to the Lease
      and all rights, titles and interests appurtenant thereto. Assignor, for
      itself, its successors and assigns, hereby covenants with said Assignee
      that the Assignor is lawfully seized of said leasehold estate; that the
      Assignor has good right and lawful authority to assign said leasehold
      estate; and hereby warrants the title to said leasehold estate and will
      defend the same against the lawful claims of all persons claiming by,
      through or under Assignor.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Assignee
      does hereby for itself and its successors and assigns accepts the
      assignment set forth herein and expressly assumes the obligations and
      liabilities of Assignor under the Lease which accrue from and after the
      Effective Date.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
            	
              4.

            	
              Consent.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Landlord
      hereby Consents to the Assignment and agrees that such Consent fully
      satisfies all conditions required for Landlord’s consent to the Assignment
      under the terms of and in accordance with the
  Lease.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Consent of Landlord contained herein shall not be construed as a consent
      by Landlord to any further assignment, subletting, transfer or other
      disposition regarding the Lease or the Premises either by Assignor or by
      Assignee.

            


    

     

    
      	
            	
              5.

            	
              Acknowledgement and
      Agreement of Parties.

            


    

    


    Assignor, Assignee and Landlord, by
signing below, acknowledge and agree as follows: (i) this Agreement is made and
given only for the benefit of the parties hereto and not for the benefit of any
other person or party and (ii) except as otherwise expressly provided herein, in
no event shall any term or provision of this Agreement be deemed to constitute a
waiver, release, forbearance or modification of any kind or nature whatsoever of
the terms or provisions of the Lease.

    


    
      	
            	
              6.

            	
              Miscellaneous.

            


    

    


    (a)           Assignee
hereby acknowledges receipt of copies of the Lease.  Landlord,
Assignor and Assignee hereto hereby ratify and affirm the Lease and all of the
terms, provisions and conditions thereof.

     

    (b)           This
Agreement shall be construed and interpreted in accordance with the laws of the
State of Florida, contains the entire agreement of the parties hereto with
respect to the subject matter hereof, and may not be changed or terminated
orally or by course of conduct, or by any other means except by a written
instrument, duly executed by the party to be bound thereby.

     

    (c)           The
execution and delivery of this Agreement has been duly authorized, approved and
ratified by all necessary action on the part of each party hereto.

     

    (d)           This
Agreement may be executed in several counterparts, each of which shall be fully
effective as an original and all of which together shall constitute one and the
same instrument.  Signature pages may be detached from the
counterparts and attached to a single copy of this document to physically form
one document.

     

    [SIGNATURES
APPEAR ON THE NEXT PAGE]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, Assignor,
Assignee and Landlord have each caused their duly authorized entity officer or
representative to execute and deliver this Agreement, all as of the Effective
Date.

    


    
      
        
          
            
              
                	 
      	
                        ASSIGNOR:

                      
	 
      	 
      
	 
      	
                        ULTIMATE
      RESORT, LLC

                      
	 
      	 
      
	 
      	 
      
	 
      	
                        By:

                      	
                        /S/ Philip Callaghan

                      	 
      
	 
      	
                        Name:
      Philip Callaghan

                      
	 
      	
                        Title:  Senior
      Vice President and Chief Financial Officer

                      
	 
      	 
      
	 
      	
                        ASSIGNEE:

                      
	 
      	 
      
	 
      	
                        ULTIMATE
      ESCAPES, LLC

                      
	 
      	 
      
	 
      	 
      
	 
      	
                        By:

                      	
                        /S/ Philip Callaghan

                      	 
      
	 
      	
                        Name:
      Philip Callaghan

                      
	 
      	
                        Title:  Senior
      Vice President and Chief Financial Officer

                      
	 
      	 
      
	 
      	
                        LANDLORD:

                      
	 
      	 
      
	 
      	
                        LA
      MIRADA PLAZA, LLC

                      
	 
      	 
      
	 
      	 
      
	 
      	
                        By:

                      	
                        /S/ James Tousignant

                      	 
      
	 
      	
                        Name:  James
      Tousignant

                      
	 
      	
                        Title:    President
      and Chief Executive
Officer