**EXHIBIT
      10.43**




**LEASE
      AGREEMENT**




between




**NL
      VENTURES V PLANT CITY, L.P.**





as
      Lessor




and




**MODTECH
      HOLDINGS, INC.**





as
      Lessee





**TABLE
      OF CONTENTS**


**Page**ARTICLE
                    ISection
                    1.01
                
                Lease
                    of Premises; Title and Condition
                
                1Section
                    1.02
                
                Use
                
                2Section
                    1.03
                
                Term
                
                2Section
                    1.04
                
                Options
                    to Extend the Term
                
                2Section
                    1.05
                
                Rent
                
                3ARTICLE
                    IISection
                    2.01
                
                Maintenance
                    and Repair
                
                3Section
                    2.02
                
                Alterations,
                    Replacements and Additions
                
                4ARTICLE
                    IIISection
                    3.01
                
                Severable
                    Property
                
                5Section
                    3.02
                
                Removal
                
                5Section
                    3.03
                
                License
                    of Incidental Rights
                
                5ARTICLE
                    IVSection
                    4.01
                
                Lessee’s
                    Assignment and Subletting
                
                5Section
                    4.02
                
                Transfer
                    by Lessor
                
                6Section
                    4.03
                
                Assignment/Subletting
                    Exceptions
                
                6ARTICLE
                    VSection
                    5.01
                
                Net
                    Lease
                
                7Section
                    5.02
                
                Taxes
                    and Assessments; Compliance With Law
                
                8Section
                    5.03
                
                Liens
                
                10Section
                    5.04
                
                Indemnification
                
                11Section
                    5.05
                
                Permitted
                    Contests
                
                12Section
                    5.06
                
                Environmental
                    Compliance
                
                13
  -i-
  **TABLE
            OF CONTENTS**
 (continued)
 **Page**ARTICLE
                    VISection
                    6.01
                
                Intentionally
                    Deleted
                
                16Section
                    6.02
                
                Condemnation
                    and Casualty
                
                16Section
                    6.03
                
                Insurance
                
                18ARTICLE
                    VIISection
                    7.01
                
                Conditional
                    Limitations; Default Provisions
                
                20Section
                    7.02
                
                Bankruptcy
                    or Insolvency
                
                24Section
                    7.03
                
                Additional
                    Rights of Lessor
                
                24ARTICLE
                    VIIISection
                    8.01
                
                Notices
                    and Other Instruments
                
                25Section
                    8.02
                
                Estoppel
                    Certificates; Financial Information
                
                26ARTICLE
                    IXSection
                    9.01
                
                No
                    Merger
                
                28Section
                    9.02
                
                Surrender
                
                28Section
                    9.03
                
                Time
                
                28Section
                    9.04
                
                Separability;
                    Binding Effect; Governing Law
                
                28Section
                    9.05
                
                Table
                    of Contents and Headings; Internal References
                
                28Section
                    9.06
                
                Counterparts
                
                28Section
                    9.07
                
                Lessor’s
                    Liability
                
                29Section
                    9.08
                
                Amendments
                    and Modifications
                
                29Section
                    9.09
                
                Additional
                    Rent
                
                29Section
                    9.10
                
                Consent
                    of Lessor
                
                29Section
                    9.11
                
                Quiet
                    Enjoyment
                
                29Section
                    9.12
                
                Holding
                    Over
                
                29Section
                    9.13
                
                Compliance
                    with Terrorism Laws
                
                30Section
                    9.14
                
                Financing
                    and Subordination, Non-Disturbance and Attornment
                
                30Section
                    9.15
                
                Disclaimer
                    of Purchase Rights
                
                31
  -ii-
  **TABLE
          OF CONTENTS**
 (continued)
  **Page**Section
                    9.16
                
                Security
                    Deposit
                
                31Section
                    9.17
                
                Intentionally
                    Deleted
                
                32Section
                    9.18
                
                Intentionally
                    Deleted
                
                32Section
                    9.19
                
                Short
                    Form Memorandum of Lease
                
                32Section
                    9.20
                
                Separation
                    of Lease
                
                32Section
                    9.21
                
                Brokers
                
                32Section
                    9.22
                
                Waiver
                    of Jury Trial
                
                32Section
                    9.23
                
                No
                    Partnership
                
                32Section
                    9.24
                
                No
                    Construction Against Drafter
                
                33Section
                    9.25
                
                Security
                    Interest and Security Agreement
                
                33Section
                    9.26
                
                Radon
                    Gas Disclosure
                
                33EXHIBIT
                    A
                
                LEGAL
                    DESCRIPTIONEXHIBIT
                    B
                
                PERMITTED
                    EXCEPTIONSEXHIBIT
                    C
                
                BASIC
                    RENT SCHEDULEEXHIBIT
                    D
                
                SEVERABLE
                    PROPERTYEXHIBIT
                    E
                
                IMMEDIATE
                    REPAIRSEXHIBIT
                    F
                
                LANDLORD’S
                    WAIVER AND CONSENT


-iii-




**LEASE
      AGREEMENT**




THIS
      LEASE AGREEMENT (this “Lease”) dated as of _______________, 2006, is made and
      entered into between **NL
      VENTURES V PLANT CITY, L.P.,** a
      Texas
      limited partnership (“Lessor”), and **MODTECH
      HOLDINGS, INC.** ,
      a
      Delaware corporation (“Lessee”).




**ARTICLE
      I**




**Section
      1.01**  **Lease
      of Premises; Title and Condition** .
      Upon
      and subject to the terms and conditions herein specified, Lessor hereby leases
      to Lessee, and Lessee hereby leases from Lessor, the premises (the “Premises”)
      consisting of:




(a)  those
      parcels of land more particularly described in Exhibit
      A attached
      hereto and made a part hereof for all purposes having the following address:
      1602 Industrial Park Dr., Plant City, Florida 33566 **,** together
      with all of Lessor’s right, title and interest, if any, in and to all easements,
      rights-of-way, appurtenances and other rights and benefits associated with
      such
      parcel(s) of land and to all public or private streets, roads, avenues, alleys
      or passways, open or proposed, on or abutting such parcel(s) of land
      (collectively, the “Land”); and




(b)  all
      of
      the buildings, structures, fixtures, facilities, installations and other
      improvements of every kind and description now or hereafter in, on, over and
      under the Land and all plumbing, gas, electrical, ventilating, lighting and
      other utility systems, ducts, hot water heaters, oil burners, domestic water
      systems, elevators, escalators, canopies, air conditioning systems and all
      other
      building systems and fixtures attached to or comprising a part of the buildings,
      including, but not limited to, all other building systems and fixtures necessary
      to the ownership, use, operation, repair and maintenance of the buildings,
      structures, fixtures, facilities, installations and other improvements of every
      kind, but excluding all Severable Property (as defined in Section 3.01
      hereof) (collectively, the “Improvements”).




The
      Premises are leased to Lessee in their present condition without representation
      or warranty by Lessor and subject to the rights of parties in possession, to
      the
      existing state of title, to all applicable Legal Requirements (as defined in
      Section 5.02(b)) now or hereafter in effect and to liens and encumbrances
      listed in Exhibit
      B attached
      hereto and made a part hereof (collectively, “Permitted Exceptions”) for all
      purposes. Lessee has examined the Premises and title to the Premises and has
      found all of the same satisfactory for all purposes. LESSOR LEASES AND WILL
      LEASE AND LESSEE TAKES AND WILL TAKE THE PREMISES “ AS
      IS” , “WHERE-IS” and “WITH
      ALL FAULTS” .
      LESSEE
      ACKNOWLEDGES THAT LESSOR (WHETHER ACTING AS LESSOR HEREUNDER OR IN ANY OTHER
      CAPACITY) HAS NOT MADE NOR SHALL LESSOR BE DEEMED TO HAVE MADE, ANY WARRANTY
      OR
      REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE PREMISES,
      INCLUDING ANY WARRANTY OR REPRESENTATION AS TO (i) ITS FITNESS, DESIGN OR
      CONDITION FOR ANY PARTICULAR USE OR PURPOSE, (ii) THE QUALITY OF THE MATERIAL
      OR
      WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, (iv)
      LESSOR'S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, (vii)
      LOCATION, (viii) USE, (ix) CONDITION, (x) MERCHANTABILITY, (xi) QUALITY, (xii)
      DESCRIPTION, (xiii) DURABILITY, (xiv) OPERATION, (xv) THE EXISTENCE OF ANY
      HAZARDOUS SUBSTANCE, HAZARDOUS CONDITION OR HAZARDOUS ACTIVITY OR (xvi)
      COMPLIANCE OF THE PREMISES WITH ANY LAW; AND ALL RISKS INCIDENT THERETO ARE
      TO
      BE BORNE BY LESSEE. LESSEE ACKNOWLEDGES THAT THE PREMISES ARE OF ITS SELECTION
      AND TO ITS SPECIFICATIONS AND THAT THE PREMISES HAVE BEEN INSPECTED BY LESSEE
      AND ARE SATISFACTORY TO LESSEE. IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN
      ANY
      OF THE PREMISES OF ANY NATURE, WHETHER LATENT OR PATENT, LESSOR SHALL NOT HAVE
      ANY RESPONSIBILITY OR LIABILITY WITH RESPECT THERETO OR FOR ANY INCIDENTAL
      OR
      CONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT). The provisions
      of
      this paragraph have been negotiated and are intended to be a complete exclusion
      and negation of any warranty by Lessor, express or implied, with respect to
      any
      of the Premises, arising pursuant to the Uniform Commercial Code or any other
      law now or hereafter in effect or arising otherwise.







**Section
      1.02**  **Use** .
      Lessee
      may use the Premises for any purpose allowed under current zoning
      requirements **** and
      for
      no other purpose. Lessee shall not **knowingly** use or
      occupy or permit any of the Premises to be used or occupied, nor **knowingly** do or
      permit anything to be done in or on any of the Premises, in a manner which
      would
      (i) make void or voidable or cause any insurer to cancel any insurance required
      by this Lease, or make it difficult or impossible to obtain any such insurance
      at commercially reasonable rates, (ii) make void or voidable, cancel or cause
      to
      be canceled or release any material warranty, guaranty or indemnity running
      to
      the benefit of the Premises or Lessor, (iii) cause structural injury to any
      of
      the Improvements, (iv) constitute a public or private nuisance or waste; or
      (v)
      violate any Legal Requirements (as defined below).




**Section
      1.03**  **Term** .
      This
      Lease shall be for a Primary Term of twenty (20) years beginning on November
      1,
      2006, and ending at 11:59 p.m. on October 31, 2026. The time period during
      which
      this Lease shall actually be in effect, including the Primary Term and any
      Extended Term (as defined hereinbelow), as any of the same may be terminated
      prior to their scheduled expiration pursuant to the provisions hereof, is
      referred to herein as the “Term.” The term “Lease Year” shall mean, with respect
      to the first Lease Year, the period commencing on the date hereof and ending
      at
      11:59 p.m. on October 31, 2007, and each succeeding twelve (12) month period
      during the Term.




**Section
      1.04**  **Options
      to Extend the Term** .
      Unless
      an Event of Default (as defined herein) has occurred and is continuing at the
      time any option is exercised, Lessee shall have the right and option to extend
      the Lease Term for two (2) additional periods of five (5) years each, each
      commencing immediately after the expiration of the then existing term of this
      Lease (an “Extended Term”), unless this Lease shall expire or be terminated
      pursuant to any provision hereof. Lessee shall exercise its option to extend
      the
      Term for each of the Extended Terms by giving written notice of intent to Lessor
      at any time not more than 24 or less than 9 months prior to the expiration
      of the then existing Term or Extended Term. Upon the request of Lessor or
      Lessee, the parties hereto will, at the expense of Lessee, execute and exchange
      an instrument
      in recordable form setting forth the extension of the Term in accordance with
      this Section 1.04. If Lessee timely and properly exercises the foregoing
      option(s), the Basic Rent due shall be set forth in Exhibit
      C, and all
      other terms and conditions of this Lease shall be applicable.


-2-




**Section
      1.05**  **Rent** .
      In
      consideration of this Lease, during the Term, Lessee shall pay to Lessor the
      amounts set forth in Exhibit
      C as
      annual basic rent for the Premises (“Basic Rent”). Lessee shall pay Basic Rent
      and all other sums payable to Lessor hereunder to Lessor (or, upon Lessor’s
      request, to any mortgagee(s) or beneficiary(ies) identified by Lessor (whether
      one or more, the “Mortgagee”) under any mortgages, deeds of trust or similar
      security instruments creating a lien on the interest of Lessor in the Premises
      (whether one or more, the “Mortgage”)) by wire transfer, in immediately
      available funds, as follows:




Bank:
      LaSalle Bank, Chicago, Illinois




ABA
      Routing #: 071 000 505




Account
      Number: 5201 588 695




Account
      Name: NL Ventures V LP Rent Account




Bank
      Contact: Tom Borow @ 773-864-2583,





or
      at
      such other address or to such other person as Lessor from time to time may
      designate. Lessor shall give Lessee not less than fifteen (15) days prior
      written notice of any change in the address to which such payments are to be
      made. If the party entitled to receive Basic Rent or such party’s address shall
      change, Lessee may, until receipt of notice of such change from the party
      entitled to receive Basic Rent or other sums payable hereunder immediately
      preceding such change, continue to pay Basic Rent and other sums payable
      hereunder to the party to which, and in the manner in which, the preceding
      installment of Basic Rent or other sums payable hereunder, as the case may
      be,
      was paid. Such Basic Rent shall be paid in equal monthly installments in advance
      on the first day of each month. Any rental payment made in respect of a period
      which is less than one month shall be prorated by multiplying the then
      applicable monthly Basic Rent by a fraction the numerator of which is the number
      of days in such month with respect to which rent is being paid and the
      denominator of which is the total number of days in such month. Lessee shall
      perform all its obligations under this Lease at its sole cost and expense,
      and
      shall pay all Basic Rent, and other sums payable hereunder when due and payable,
      without notice or demand.





**ARTICLE
      II**




**Section
      2.01**  **Maintenance
      and Repair** .




(a)  Lessee
      acknowledges that it has received the Premises in the condition disclosed in
      the
      Property Condition Report (the “Property Condition Report”), prepared by
      LandAmerica Assessment Corporation and dated September 12, 2006 (LAC Project
      No.: 06-40635.1). Lessee, at its own expense, agrees to repair or cause to
      be
      repaired all of the necessary repairs not related to the roof as cited in the
      Table 1 of the Property Condition Report (a copy of which is attached hereto
      as Exhibit
      E )
      within
      ninety (90) days after the date hereof. Lessee, at its own expense, also agrees
      to repair, replace or install a new roof (but not, unless necessary, the
      structural elements thereof) before December 31, 2007, in compliance with the
      terms of Section 2.02 hereof such that the repaired, replaced or new roof shall
      have a minimum remaining useful life equal to the Term. Lessee, at its own
      expense, will maintain all parts of the Premises in as good repair, appearance
      and condition as when received, reasonable wear and tear excepted, and will
      take
      all action and will make all structural and nonstructural, foreseen and
      unforeseen and ordinary and extraordinary changes and repairs which may be
      required to keep all parts of the Premises in as good repair and condition
      as
      when received, reasonable wear and tear excepted (including, but not limited
      to,
      all painting, glass, utilities, conduits, fixtures and equipment, foundation,
      roof, exterior walls, heating and air conditioning systems, wiring, plumbing,
      sprinkler systems and other utilities, and all paving, sidewalks, roads, parking
      areas, curbs and gutters and fences). Lessee, at its own expense, will retain
      an
      independent consultant reasonably approved by Lessor to conduct annual
      inspections of the roof and the heating and air conditioning systems of the
      Premises and to provide Lessee and Lessor with a written report of its findings.
      Lessee shall promptly cause a licensed contractor to perform any recommended
      or
      necessary repairs or maintenance measures reflected in such report. No more
      than
      once in any Lease Year (except when Lessor has reasonable cause), Lessor, its
      contractors, subcontractors, servants, employees and agents, shall have the
      right to enter upon the Premises with prior notice during normal business hours
      (except in the event of an emergency, in which case no notice shall be required)
      to inspect same to ensure that all parts of the Premises are maintained in
      as
      good repair and condition as when received, reasonable wear and tear excepted,
      and Lessee shall not be entitled to any abatement or reduction in rent by reason
      thereof. Lessor shall not be required to maintain, repair or rebuild all or
      any
      part of the Premises. Lessee waives the right to require Lessor to maintain,
      repair or rebuild all or any part of the Premises or make repairs at the expense
      of Lessor pursuant to any Legal Requirements, agreement, contract, covenant,
      condition or restrictions at any time.


-3-




(b)  If
      all or
      any part of the Improvements shall encroach upon any property, street or
      right-of-way adjoining or adjacent to the Premises, or shall violate the
      agreements or conditions affecting the Premises or any part thereof, or shall
      hinder, obstruct or impair any easement or right-of-way to which the Premises
      are subject, or any improvement located on an adjoining or adjacent property
      to
      the Premises shall encroach onto the Premises, then, if Lessor is not made
      whole
      by existing insurance policies, promptly after written request of Lessor (unless
      such encroachment, violation, hindrance, obstruction or impairment is a
      Permitted Exception) or of any person so affected, Lessee shall, at its expense,
      either (i) obtain valid and effective waivers or settlements of all claims,
      liabilities and damages resulting therefrom or (ii) if Lessor consents
      thereto, make such changes, including alteration or removal, to the Improvements
      and take such other action as shall be necessary to remove or eliminate such
      encroachments, violations, hindrances, obstructions or impairments. To the
      extent any easements are, in Lessor’s good faith judgment, necessary for
      Lessee’s use and occupancy of the Premises as contemplated by this Lease, upon
      Lessee’s written request, Lessor will execute such easements.




**Section
      2.02**  **Alterations,
      Replacements and Additions** .
      Lessee
      may, at its expense, make additions to and alterations of the Improvements,
      and
      construct additional Improvements, provided that (i) the fair market value,
      the utility, the square footage or the useful life of the Premises shall not
      be
      lessened thereby, (ii) such work shall be expeditiously completed in a good
      and workmanlike manner and in compliance with all applicable Legal Requirements
      and the requirements of all insurance policies required to be maintained by
      Lessee hereunder, (iii) no structural alterations shall be made to the
      Improvements or structural demolitions conducted in connection therewith unless
      Lessee shall have obtained Lessor’s consent and furnished Lessor with such
      surety bonds or other security acceptable to Lessor as shall be reasonably
      acceptable to Lessor (but in no event greater than the cost of such alterations
      or demolitions), (iv) no additions, replacements or alterations (other than
      cosmetic, interior or nonstructural alterations) which cost in excess of
      $100,000 shall be made unless prior written consent from Lessor shall have
      been
      obtained, and (v) no Event of Default exists. Cosmetic, interior or
      nonstructural alterations (including demolition or construction of interior
      demising walls that are non-structural and non load-bearing) that cost $100,000
      or less shall not require prior written consent from Lessor. All additions
      and
      alterations of the Premises, without consideration by Lessor, shall be and
      remain part of the Premises (not subject to removal upon termination) and the
      property of Lessor and shall be subject to this Lease. To
      the
      extent that Lessor shall fail to respond to any request for consent by Lessee
      pursuant to this Section 2.02 within fifteen (15) days after receipt of
      such request, Lessor’s consent will be deemed given fifteen (15) days after
      Lessor receives such request.


-4-




**ARTICLE
      III**




**Section
      3.01**  **Severable
      Property** .
      Lessee
      may, at its expense, install, assemble or place on the Premises and remove
      and
      substitute any severable property used or useful in Lessee’s business, all as
      more particularly described in Exhibit
      D attached
      hereto and made a part hereof for all purposes (collectively, the “Severable
      Property”). Upon the written request of Lessee, Lessor will enter
      into an agreement subordinating its rights in the Severable Property on a form
      substantially similar to that attached hereto as Exhibit
      F .




**Section
      3.02**  **Removal** .
      So long
      as no Event of Default exists, Lessee may remove the Severable Property at
      any
      time during the Term. Any of Lessee’s Severable Property not removed by Lessee
      prior to the expiration of this Lease or thirty (30) days after an earlier
      termination shall be considered abandoned by Lessee and may be appropriated,
      sold, destroyed or otherwise disposed of by Lessor without obligation to account
      therefor. Lessee will repair at its expense all damage to the Premises
      necessarily caused by the removal of Lessee’s Severable Property, whether
      effected by Lessee or by Lessor.




**Section
      3.03**  **License
      of Incidental Rights.** During
      the Term, Lessor hereby grants a license to Lessee for the use of the
“Incidental Rights,” “Plans” and “Property Agreements” that were conveyed to
      Lessor by and as defined in that certain Bill of Sale and Assignment of
      Incidental Rights and Plans of even date herewith.




**ARTICLE
      IV**




**Section
      4.01**  **Lessee’s
      Assignment and Subletting** .
      Lessee
      may, for its own account, assign this Lease or sublet the use of all or any
      part
      of the Premises for the Term of this Lease so long as no Event of Default shall
      exist hereunder and, subject to the provisions of Section 4.03 below, Lessee
      shall have obtained Lessor’s and, if Mortgagee shall require, such Mortgagee's
      prior written consent to such assignment or sublease. Any transfer of all or
      substantially all of the assets or stock of Lessee, any merger of Lessee into
      another entity or of another entity into Lessee, or any transfer occurring
      by
      operation of law shall be deemed to constitute an assignment by Lessee of its
      interest hereunder for the purposes hereof. Each such assignment or sublease
      shall expressly be made subject to the provisions hereof. No such assignment
      or
      sublease shall modify or limit any right or power of Lessor hereunder or affect
      or reduce any obligation of Lessee hereunder, and all such obligations shall
      be
      those of Lessee and shall continue in full effect as obligations of a principal
      and not of a guarantor or surety, as though no subletting or assignment had
      been
      made, such liability of the Lessee named herein to continue notwithstanding
      any
      subsequent modifications or amendments of this Lease; provided, however, that
      (other than with respect to any modifications required by law or on account
      of
      bankruptcy or insolvency) if any modification or amendment is made without
      the
      consent of Lessee named herein, such modification or amendment shall be
      ineffective as against Lessee named herein to the extent, and only to the
      extent, that the same shall increase the obligations of Lessee, it being
      expressly agreed that Lessee named herein shall remain liable to the full extent
      of this Lease as if such modification had not been made. Neither this Lease
      nor
      the Term hereby demised shall be mortgaged by Lessee, nor shall Lessee mortgage
      or pledge its interest in any sublease of the Premises or the rentals payable
      thereunder. Any sublease made otherwise than as expressly permitted by this
      Section 4.01 and any assignment of Lessee’s interest hereunder made
      otherwise than as expressly permitted by this Section 4.01 shall be void.
      Lessee shall, within twenty (20) days after the execution of any assignment
      or sublease, deliver a conformed copy thereof to Lessor.


-5-




**Section
      4.02**  **Transfer
      by Lessor** .
      Lessor
      shall be free to transfer its fee interest in the Premises or any part thereof
      or interest therein, subject, however, to the terms of this Lease. Any such
      transfer shall relieve the transferor of all liability and obligation hereunder
      (to the extent of the interest transferred) accruing after the date of the
      transfer and any assignee shall be bound by the terms and provisions of this
      Lease.




**Section
      4.03**  **Assignment/Subletting
      Exceptions** . Notwithstanding
      the provisions of Section 4.01, Lessee shall have the right to assign or sublet
      its interest in this Lease or all or any portion of the Premises at any time
      without the consent of Lessor or Mortgagee to (i) the surviving entity of any
      merger, reorganization, consolidation or similar transaction with Lessee, (ii)
      any Affiliate of Lessee, (iii) any person or entity who purchases substantially
      all of the assets of Lessee (whether by means of a stock or asset purchase),
      or
      (iv) any proposed assignee or sublessee that has a tangible net worth of
      $10,000,000.00 or more, as shown on such prospective assignee’s or sublessee’s
      most recent balance sheet prepared in accordance with GAAP, which balance sheet
      may not have been prepared more than 6 months prior to such assignment or
      sublease. In addition, Lessee may sublease up to 20% of the Premises to any
      party without Lessor's consent. The exceptions afforded Lessee in this Section
      shall be conditioned on the following:




(a)  Lessee
      is
      not then in default beyond applicable notice and cure periods
      hereunder;




(b)  Lessor
      is
      provided a copy of such assignment or sublease;




(c)  Any
      subletting or assignment of the Premises shall be subject to the terms of this
      Lease and Lessee shall remain liable hereunder, as same may be amended from
      time
      to time;


-6-




(d)  Each
      sublease permitted under this Section shall contain provisions to the effect
      that (i) such sublease is only for actual use and occupancy by the sublessee;
      (ii) such sublease is subject and subordinate to all of the terms, covenants
      and
      conditions of this Lease and to all of the rights of Lessor hereunder; (iii)
      that any security deposit paid by sublessee shall be pledged to Lessor subject
      to the terms of the sublease and subject to Lessee’s right to apply the security
      deposit in accordance with the sublease; and (iv) in the event this Lease shall
      terminate before the expiration of such sublease, the sublessee thereunder
      will,
      at Lessor’s option, attorn to Lessor and be entitled to quiet possession of the
      Property for the term of the sublease and both Lessor and sublessee waive any
      rights they may have to terminate the sublease or possession thereunder, as
      a
      result of the termination of this Lease;




(e)  Lessee
      agrees to pay, or to cause the assignee or sublessee, as applicable, to pay,
      on
      behalf of Lessor any and all reasonable out-of-pocket costs of Lessor, including
      reasonable attorneys’ fees paid or payable to outside counsel, occasioned by
      such subletting or assignment. Further, Lessee agrees that Lessor shall in
      no
      event be liable for any leasing commissions, finish-out costs, rent abatements
      or other costs, fees or expenses incurred by Lessee in subleasing or assigning
      or seeking to sublease or assign its leasehold interest in the Premises, and
      Lessee agrees to indemnify, defend and hold harmless Lessor and its partners,
      and their respective officers, directors, shareholders, agents, employees and
      representatives from, against and with respect to any and all such commissions,
      costs, fees and expenses; and




(f)  In
      the
      case of an assignment of the entire Lease, the assignee agrees in writing to
      honor and perform all of the obligations of Lessee hereunder from and after
      the
      date of such assignment.




For
      the
      purposes of this Section, “Affiliate” shall be defined as with respect to any
      Person, any other Person that, directly or indirectly, controls or is controlled
      by or is under common control with such Person, and shall include the spouse
      of
      any natural person, with the term “control” and any derivatives thereof meaning
      the possession, directly or indirectly, of the power to direct or cause the
      direction of the management and policies of a Person, whether through ownership
      of voting securities, by contract, or otherwise. “Person” shall mean an
      individual, partnership, association, corporation or other entity.





**ARTICLE
      V**




**Section
      5.01**  **Net
      Lease** .




(a)  It
      is
      expressly understood and agreed by and between the parties that this Lease
      is an
      absolute net lease, and the Basic Rent and all other sums payable hereunder
      to
      or on behalf of Lessor shall be paid without notice or demand and without
      setoff, counterclaim, abatement, suspension, deduction or defense.




(b)  Except
      as
      otherwise expressly provided in this Lease, this Lease shall not terminate,
      nor
      shall Lessee have any right to terminate this Lease or be entitled to the
      abatement of any rent or any reduction thereof, nor shall the obligations
      hereunder of Lessee be otherwise affected, by reason of any damage to or
      destruction of all or any part of the Premises from whatever cause, the taking
      of the Premises or any portion thereof by condemnation or otherwise, the
      prohibition, limitation or restriction of Lessee’s use of the Premises, any
      latent or other defect in any of the Premises, the breach of any warranty of
      any
      seller or manufacturer of any of the Improvements or Severable Property, the
      bankruptcy, insolvency, reorganization, composition, readjustment, liquidation,
      dissolution or winding-up of, or other proceeding affecting Lessor, the exercise
      of any remedy, including foreclosure, under any mortgage or collateral
      assignment, any action with respect to this Lease (including the disaffirmance
      hereof) which may be taken by Lessor, any trustee, receiver or liquidator of
      Lessor or any court under the Federal Bankruptcy Code or otherwise, and market
      or economic changes, or interference with such use by any private person or
      corporation, or by reason of any eviction by paramount title resulting by a
      claim from Lessor’s predecessor in title, or for any other cause whether similar
      or dissimilar to the foregoing, any present or future law to the contrary
      notwithstanding, it being the intention of the parties hereto that the rent
      and
      all other charges payable hereunder to or on behalf of Lessor shall continue
      to
      be payable in all events and the obligations of Lessee hereunder shall continue
      unaffected, unless the requirement to pay or perform the same shall be
      terminated pursuant to an express provision of this Lease. Nothing contained
      in
      this Section 5.01 shall be deemed a waiver by Lessee of any rights that it
      may have with respect to any default by Lessor hereunder or under any other
      agreement.




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(c)  The
      obligations of Lessee hereunder shall be separate and independent covenants
      and
      agreements. Lessee covenants and agrees that it will remain obligated under
      this
      Lease in accordance with its terms, and that Lessee will not take any action
      to
      terminate, rescind or avoid this Lease, notwithstanding the bankruptcy,
      insolvency, reorganization, composition, readjustment, liquidation, dissolution,
      winding-up or other proceeding affecting Lessor or any assignee of Lessor in
      any
      such proceeding and notwithstanding any action with respect to this Lease which
      may be taken by any trustee or receiver of Lessor or of any assignee of Lessor
      in any such proceeding or by any court in any such proceeding.




(d)  Except
      as
      otherwise expressly provided in this Lease, Lessee waives all rights now or
      hereafter conferred by law (i) to quit, terminate or surrender this Lease
      or the Premises or any part thereof or (ii) to any abatement, suspension,
      deferment or reduction of the rent, or any other sums payable hereunder to
      or on
      behalf of Lessor, regardless of whether such rights shall arise from any present
      or future constitution, statute or rule of law.




**Section
      5.02**  **Taxes
      and Assessments; Compliance With Law** .




(a)  Lessee
      shall pay, as additional rent, prior to delinquency, the following
      (collectively, “Taxes”):  (i) all taxes, assessments, levies,
      fees, water and sewer rents and charges and all other governmental charges,
      general and special, ordinary and extraordinary, foreseen and unforeseen, which
      are, at any time prior to or during the Term imposed or levied upon or assessed
      against or which arise with respect to (A) the Premises, (B) any Basic
      Rent, additional rent or other sums payable hereunder, (C) this Lease or
      the leasehold estate hereby created or (D) the operation, possession or use
      of the Premises; (ii) all gross receipts or similar taxes (i.e., taxes
      based upon gross income which fail to take into account deductions with respect
      to depreciation, interest, taxes or ordinary and necessary business expenses,
      in
      each case relating to the Premises) imposed or levied upon, assessed against
      or
      measured by any Basic Rent, additional rent or other sums payable hereunder;
      (iii) all sales, value added, ad valorem, use and similar taxes at any time
      levied, assessed or payable on account of the leasing, operation, possession
      or
      use of the Premises; and (iv) all charges of utilities, communications and
      similar services serving the Premises. Notwithstanding the foregoing, “Taxes,”
as used herein, shall not include, and Lessee shall not be required to pay
      any
      franchise, estate, inheritance, transfer, income, capital gains or similar
      tax
      of or on Lessor unless such tax is imposed, levied or assessed in direct
      substitution for any other tax, assessment, charge or levy which Lessee is
      required to pay pursuant to this Section 5.02(a); provided, however, that
      if, at any time during the Term, the method of taxation shall be such that
      there
      shall be assessed, levied, charged or imposed on Lessor a capital levy or other
      tax directly on the rents received therefrom, or upon the value of the Premises
      or any present or future improvement or improvements on the Premises, then
      all
      such levies and taxes or the part thereof so measured or based shall be included
      in the term “Taxes” and payable by Lessee, and Lessee shall pay and discharge
      the same as herein provided. Lessee will furnish to Lessor, promptly after
      request therefor, proof of payment of all items referred to above which are
      payable by Lessee. If any assessment, levy or similar charge may legally be
      paid
      in installments, Lessee may pay such assessment in installments; in such event,
      Lessee shall be liable only for installments which become due and payable with
      respect to any tax period occurring in whole or in part during the Term hereof;
      provided, however, that all amounts referred to in this Section 5.02(a) for
      the fiscal or tax year in which the Term shall expire shall be apportioned
      so
      that Lessee shall pay only those portions thereof which correspond with the
      portion of such year as are within the Term of this Lease. Lessor shall
      cooperate with Lessee in any proceeding that may be necessary to cause
      assessments or levies to be payable in installments. If an assessment or levy
      may not be paid in installments and the useful life of the project or
      improvement to which such assessment or levy pertains extends beyond the Term
      of
      this Lease, Lessee shall only be required to pay that pro rata portion of the
      assessment or levy that is attributable to the Term.


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(b)  Lessee
      shall comply with and cause the Premises to comply with and shall assume all
      obligations and liabilities with respect to (i) all laws, ordinances and
      regulations and other governmental rules, orders and determinations presently
      in
      effect or hereafter enacted, made or issued, whether or not presently
      contemplated (collectively, “Legal Requirements”), as applied to the Premises or
      the ownership, operation, use or possession thereof, including, but not limited
      to, maintaining an adequate number of vehicular parking spaces, and
      (ii) all contracts, insurance policies (including, without limitation, to
      the extent necessary to prevent cancellation thereof and to insure full payment
      of any claims made under such policies), agreements, covenants, conditions
      and
      restrictions now or hereafter applicable to the Premises or the ownership,
      operation, use or possession thereof (other than covenants, conditions and
      restrictions imposed by Lessor subsequent to the date of this Lease without
      the
      consent of Lessee), including, but not limited to, all such Legal Requirements,
      contracts, agreements, covenants, conditions and restrictions which require
      structural, unforeseen or extraordinary changes, except for when such structural
      changes are required during the last two (2) years of the Term; provided,
      however, that, with respect to any of the obligations of Lessee in
      clause (ii) above which are not now in existence, Lessee shall not be
      required to so comply unless Lessee is either a party thereto or has given
      its
      written consent thereto, or unless the same is occasioned by Legal Requirements
      or Lessee’s default (including any failure or omission by Lessee) under this
      Lease. Nothing in clause (ii) of the immediately preceding sentence or the
      following sentence shall modify the obligations of Lessee under
      Section 5.04 of this Lease.


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(c)  On
      the
      date hereof and promptly after any future date on which the Taxes are increased
      by an applicable taxing authority, Lessee shall pay to Lessor that amount
      necessary to ensure there will be on deposit with Lessor an amount which when
      added to the Tax Escrow Payments will result in there being an amount on deposit
      sufficient to pay the Taxes at least two (2) months prior to the due date
      thereof (“Initial Tax Escrow Payment”). Thereafter, Lessee shall, in addition to
      and concurrently with the payment of Basic Rent as required in
      subsection 1.05 hereof, pay one-twelfth of the amount (as estimated by
      Lessor) of the annual Taxes (each such payment, a “Tax Escrow Payment,” and
      together with the Initial Tax Escrow Payment, hereinafter collectively referred
      to as the “Tax Escrow Payments”) next becoming due and payable with respect to
      the Premises. Lessee shall also pay to Lessor on demand therefor the amount
      by
      which the actual Taxes exceed the payment by Lessee required in this subsection.
      Notwithstanding anything to the contrary contained in this Lease, so long as
      Lessee shall have complied with its obligations under this Section 5.02(c),
      Lessor shall be solely liable for the application of the Tax Escrow Payments
      to
      the actual payment of Taxes as and when the same become due. Absent an Event
      of
      Default, any excess Tax Escrow Payments remaining at the expiration of the
      Term
      shall be refunded to Lessee.




**Section
      5.03**  **Liens** .




(a)  Lessee
      will remove and discharge any charge, lien, security interest or encumbrance
      upon the Premises or upon any Basic Rent, additional rent or other sums payable
      hereunder which arises for any reason, including, without limitation, all liens
      which arise out of the possession, use, occupancy, construction, repair or
      rebuilding of the Premises or by reason of labor or materials furnished or
      claimed to have been furnished to Lessee or for the Premises, but not including
      (i) the Permitted Exceptions, (ii) this Lease and any assignment
      hereof or any sublease permitted hereunder and (iii) any mortgage, charge,
      lien, security interest or encumbrance created or caused by or through Lessor
      or
      its agents, employees or representatives without the consent of Lessee. Lessee
      may contest any charges, liens, security interest or encumbrances on the
      Premises in accordance with Section 5.05. Lessee may provide a bond or other
      security reasonably acceptable to Lessor (but in no event greater in amount
      than
      the amount of such encumbrance) to remove or pay all costs associated with
      the
      removal of any such lien, provided the conditions of Section 5.05 shall be
      satisfied. Nothing contained in this Lease shall be construed as constituting
      the consent or request of Lessor, express or implied, to or for the performance
      (on behalf of or for the benefit of Lessor) by any contractor, laborer,
      materialman or vendor, of any labor or services or for the furnishing of any
      materials for any construction, alteration, addition, repair or demolition
      of or
      to the Premises or any part thereof. NOTICE IS HEREBY GIVEN THAT LESSOR WILL
      NOT
      BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED
      TO
      LESSEE, OR TO ANYONE HOLDING AN INTEREST IN THE PREMISES OR ANY PART THEREOF
      THROUGH OR UNDER LESSEE, AND THAT NO MECHANIC'S OR OTHER LIENS FOR ANY SUCH
      LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LESSOR
      IN
      AND TO THE PREMISES UNLESS BY OR THROUGH LESSOR OR ITS AGENTS, EMPLOYEES OR
      REPRESENTATIVES.


-10-




(b)  In
      no
      event shall the interest of Lessor be subject to the liens for improvements
      made
      by Lessee, and this Lease expressly prohibits such liability. Pursuant to
      Section 713.10 Florida Statutes (“Florida Construction Lien Law”), this
      provision specifically provides that no interest of Lessor shall be subject
      to
      liens for improvements made by Lessee at Lessee’s direction. This provision
      shall serve as notice to all potential construction lienors that Lessor shall
      not be liable for and the Premises shall not be subject to liens for work
      performed or materials supplied at Lessee’s request or at the request of anyone
      claiming an interest through Lessee. Lessee shall provide notice to its
      contractors doing any work on the Premises of the existence of this provision
      in
      the Lease.




**Section
      5.04**  **Indemnification** .




(a)  Except
      for the gross negligence or willful misconduct of any Indemnified Party (as
      defined herein), Lessee shall defend all actions against Lessor and any partner,
      officer, director, member, employee or shareholder of the foregoing
      (collectively, “Indemnified Parties”), with respect to, and shall pay, protect,
      indemnify and save harmless the Indemnified Parties from and against, any and
      all liabilities, losses, damages, costs, expenses (including, without
      limitation, reasonable attorneys’ fees and expenses), causes of action, suits,
      claims, demands or judgments of any nature arising from (i) injury to or
      death of any person, or damage to or loss of property, on or about the Premises,
      or connected with the use, condition or occupancy of any thereof,
      (ii) default by Lessee under this Lease, (iii) use, act or omission of
      Lessee or its agents, contractors, licensees, sublessees or invitees,
      (iv) contest referred to in Section 5.05 of this Lease, and (v) liens
      against the Premises in violation of Section 5.03 of this Lease. LESSEE
      UNDERSTANDS AND AGREES THAT THE FOREGOING INDEMNIFICATION OBLIGATIONS OF LESSEE
      ARE EXPRESSLY INTENDED TO AND SHALL INURE TO THE BENEFIT OF THE INDEMNIFIED
      PARTIES EVEN IF SOME OR ALL OF THE MATTERS FOR WHICH SUCH INDEMNIFICATION IS
      PROVIDED ARE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE SOLE, SIMPLE, JOINT
      OR
      CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE INDEMNIFIED PARTIES,
      BUT
      NOT TO THE EXTENT CAUSED BY THE INDEMNIFIED PARTIES' GROSS NEGLIGENCE OR WILLFUL
      MISCONDUCT. The obligations of Lessee under this Section 5.04 shall survive
      any
      termination, expiration, rejection in bankruptcy, or assumption in bankruptcy
      of
      this Lease.




(b)  The
      rights and obligations of Lessor and Lessee with respect to claims by Lessor
      against Lessee brought pursuant to this Section 5.04 and Section 5.06
      shall be subject to the following conditions:




(i)  If
      Lessor
      receives notice of the assertion of any claim in respect of which it intends
      to
      make an indemnification claim under this Section 5.04 or Section 5.06,
      Lessor shall promptly provide written notice of such assertion to Lessee;
      provided that failure of Lessor to give Lessee prompt notice as provided herein
      shall not relieve Lessee of any of its obligations hereunder, except to the
      extent the Lessee is prejudiced by such failure. The notice shall describe
      in
      reasonable detail the nature of the claim and the basis for an indemnification
      claim under Section 5.04 or Section 5.06, and shall be accompanied by
      all papers and documents which have been served upon Lessor and such other
      documents and information as may be appropriate to an understanding of such
      claim and the liability of Lessee to indemnify Lessor hereunder. Except as
      required by law, the Lessor shall not answer or otherwise respond to such claim
      or take any other action which may prejudice the defense thereof unless and
      until Lessee has been given the opportunity to assume the defense thereof as
      required by this Section 5.04 and refused to do so.


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(ii)  Upon
      receipt of an indemnification notice under this Section 5.04, the Lessee
      shall have the right, but not the obligation, to promptly assume and take
      exclusive control of the defense, negotiation and/or settlement of such claim;
      provided, however, that if the representation of both parties by Lessee’s
      counsel would be inappropriate due to actual or potential differing interests
      between them, then the Lessee shall not be obligated to assume such defense,
      but
      such conflict shall not lessen Lessee’s indemnity obligation hereunder. In the
      event of a conflict of interest or dispute or during the continuance of an
      Event
      of Default, Lessor shall have the right to select separate counsel, and the
      cost
      of such counsel shall be paid by Lessee. The parties acknowledge that, with
      respect to claims for which insurance is available, the rights of the parties
      to
      select counsel for the defense of such claims shall be subject to such approval
      rights as the insurance company providing coverage may have.




(iii)  The
      party
      controlling the defense of a claim shall keep the other party reasonably
      informed at all stages of the defense of such claim. The party not controlling
      the defense of any claim shall have the right, at its sole cost and expense,
      to
      participate in, but not control, the defense of any such claim. Each party
      shall
      reasonably cooperate with the other in the defense, negotiation and/or
      settlement of any such claim. In connection with any defense of a claim
      undertaken by Lessee, Lessor shall provide Lessee, and its counsel, accountants
      and other representatives, with reasonable access to relevant books and records
      and make available such personnel of Lessor as Lessee may reasonably request.




**Section
      5.05**  **Permitted
      Contests** .




(a)  Lessee,
      at its expense, may contest, by appropriate legal proceedings conducted in
      good
      faith and with due diligence, any Legal Requirements with which Lessee is
      required to comply pursuant to Section 5.02(b) or any Environmental Law
      under Section 5.06, or the amount or validity or application, in whole or
      in part, of any tax, assessment or charge which Lessee is obligated to pay
      or
      any lien, encumbrance or charge not permitted by Sections 2.01, 2.02,
      5.02(a), 5.03 and 6.02, provided that unless Lessee has already paid such tax,
      assessment or charge (i) the commencement of such proceedings shall suspend
      the enforcement or collection thereof against or from Lessor and against or
      from
      the Premises, (ii) neither the Premises nor any rent therefrom nor any part
      thereof or interest therein would be in any danger of being sold, forfeited,
      attached or lost, (iii) Lessee shall have furnished such security, if any,
      as may be required in the proceedings and as may be reasonably required by
      Lessor, and (iv) if such contest be finally resolved against Lessee, Lessee
      shall promptly pay the amount required to be paid, together with all interest
      and penalties accrued thereon. Lessor, at Lessee’s expense, shall execute and
      deliver to Lessee such authorizations and other documents as reasonably may
      be
      required in any such contest. Lessee shall indemnify and save Lessor harmless
      against any cost or expense of any kind that may be imposed upon Lessor in
      connection with any such contest and any loss resulting therefrom.
      Notwithstanding any other provision of this Lease to the contrary, Lessee shall
      not be in default hereunder in respect to the compliance with any Legal
      Requirements with which Lessee is obligated to comply pursuant to
      Section 5.02(b), any Environmental Law under Section 5.06, or in
      respect to the payment of any tax, assessment or charge which Lessee is
      obligated to pay or any lien, encumbrance or charge not permitted by
      Section 2.01, 2.02, 5.02(a), 5.03 and 6.02 which Lessee is in good faith
      contesting.


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(b)  Without
      limiting the provisions of Section 5.05(a), so long as no Event of Default
      exists and the conditions set forth in Section 5.05(a) are satisfied,
      Lessor hereby irrevocably appoints Lessee as Lessor’s attorney-in-fact solely
      for the purpose of prosecuting a contest of any tax, assessment or charge which
      Lessee is obligated to pay. Such appointment is coupled with an interest.
      Notwithstanding the foregoing appointment, if Lessee determines it to be
      preferable in prosecution of a contest of a tax, assessment or charge, upon
      Lessee’s prior request, Lessor shall execute the real estate tax complaint
      and/or other documents reasonably needed by Lessee to prosecute the complaint
      as
      to such tax, assessment or charge and return same to Lessee within ten (10)
      days. In such event, Lessee shall pay all of Lessor’s costs and expenses in
      connection therewith, including, without limitation, reasonable attorneys’ fees
      and Lessee shall arrange for preparation of such documentation at Lessee’s sole
      cost and expense.




**Section
      5.06**  **Environmental
      Compliance** .




(a)  For
      purposes of this Lease:




(i)  the
      term
“ *Environmental
      Laws* ”
shall
      mean and include the Resource Conservation and Recovery Act, as amended by
      the
      Hazardous and Solid Waste Amendments of 1984, the Comprehensive Environmental
      Response, Compensation and Liability Act, the Hazardous Materials Transportation
      Act, the Toxic Substances Control Act, the Federal Insecticide, Fungicide and
      Rodenticide Act and all applicable federal, state and local environmental laws,
      ordinances, rules, requirements, regulations and publications, as any of the
      foregoing may have been or may be from time to time amended, supplemented or
      supplanted and any and all other federal, state or local laws, ordinances,
      rules, requirements, regulations and publications, now or hereafter existing,
      relating to (i) the preservation or regulation of the public health, welfare
      or
      environment, (ii) the regulation or control of toxic or hazardous substances
      or
      materials, or (iii) any wrongful death, personal injury or property damage
      that
      is caused by or related to the presence, growth, proliferation, reproduction,
      dispersal, or contact with any biological organism or portion thereof (living
      or
      dead), including molds or other fungi, bacteria or other microorganisms or
      any
      etiologic agents or materials; and




(ii)  the
      term
“ *Regulated
      Substance* ”
shall
      mean and include any, each and all substances, biological and etiologic agents
      or materials now or hereafter regulated pursuant to any Environmental Laws,
      including, but not limited to, any such substance, biological or etiological
      agent or material now or hereafter defined as or deemed to be a “regulated
      substance,” “pesticide,” “hazardous substance” or “hazardous waste” or included
      in any similar or like classification or categorization
      thereunder.


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(b)  Lessee
      shall:




(i)  not
      cause
      or permit any Regulated Substance to be placed, held, located, released,
      transported or disposed of on, under, at or from the Premises in violation
      of
      Environmental Laws;




(ii)  contain
      at or remove from the Premises, or perform any other necessary remedial action
      regarding, any Regulated Substance in any way affecting the Premises if, as
      and
      when such containment, removal or other remedial action is required under any
      Legal Requirements and, whether or not so required, shall perform any
      containment, removal or remediation of any kind involving any Regulated
      Substance in any way materially adversely affecting the Premises in compliance
      with all Legal Requirements and, upon reasonable request of Lessor after
      consultation with Lessee (which request may be given only if Lessor has received
      information such that it reasonably believes that environmental contamination
      exists which may have a material adverse effect on the Premises), shall arrange
      a Site Assessment (as such term is defined in Section 5.06(c)), or such other
      or
      further testing or actions as may be required by Legal Requirements or as may
      be
      mutually agreed to by Lessor and Lessee, to be conducted at the Premises by
      qualified companies retained by Lessee specializing in environmental matters
      and
      reasonably satisfactory to Lessor in order to ascertain compliance with all
      Legal Requirements and the requirements of this Lease, all of the foregoing
      to
      be at Lessee’s sole cost and expense;




(iii)  provide
      Lessor with written notice (and a copy as may be applicable) of any of the
      following within ten (10) days of receipt thereof:  (A) Lessee’s
      obtaining knowledge or notice of any kind of the material presence, or any
      actual or threatened release, of any Regulated Substance in any way materially
      adversely affecting the Premises; (B) Lessee’s receipt or submission, or
      Lessee’s obtaining knowledge or notice of any kind, of any report, citation,
      notice or other communication from or to any federal, state or local
      governmental or quasi-governmental authority regarding any Regulated Substance
      in any way materially adversely affecting the Premises; or (C) Lessee’s
      obtaining knowledge or notice of any kind of the incurrence of any cost or
      expense by any federal, state or local governmental or quasi-governmental
      authority or any private party in connection with the assessment, monitoring,
      containment, removal or remediation of any kind of any Regulated Substance
      in
      any way materially adversely affecting the Premises, or of the filing or
      recording of any lien on the Premises or any portion thereof in connection
      with
      any such action or Regulated Substance in any way materially adversely affecting
      the Premises; and




(iv)  in
      addition to the requirements of Section 5.04 hereof, defend all actions
      against the Indemnified Parties and Mortgagee and pay, protect, indemnify and
      save harmless the Indemnified Parties and Mortgagee from and against any and
      all
      liabilities, losses, damages, costs, expenses (including, without limitation,
      reasonable attorneys’ fees and expenses), causes of action, suits, claims,
      demands or judgments of any nature relating to any Environmental Laws, Regulated
      Substances or other environmental matters concerning the Premises; except to
      the
      extent caused by or through Lessor, Mortgagee, or their agents, employees or
      representatives. The indemnity contained in this Section 5.06 shall survive
      the
      expiration or earlier termination of this Lease, unless at such time Lessee
      provides Lessor a Site Assessment (as defined below) acceptable to Lessor
      showing the Premises to be free of Regulated Substances and not in violation
      of
      Environmental Laws and that there exists no condition which could result in
      any
      violations of Environmental Laws.


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(c)  Upon
      reasonable cause and prior written notice from Lessor, Lessee shall permit
      such
      reasonably qualified persons as Lessor may designate (“Site Reviewers”) to visit
      the Premises and perform environmental site investigations and assessments
      (“Site Assessments”) on the Premises for the purpose of determining whether
      there exists on the Premises any Regulated Substance or violation of
      Environmental Laws or any condition which could result in any violations of
      Environmental Laws. Such Site Assessments may include both above and below
      the
      ground environmental testing for violations of Environmental Laws and such
      other
      tests as may be necessary, in the reasonable opinion of the Site Reviewers,
      to
      conduct the Site Assessments. Lessee shall supply to the Site Reviewers such
      historical and operational information regarding the Premises as may be
      reasonably requested by the Site Reviewers to facilitate the Site Assessments,
      and shall make available for meetings with the Site Reviewers appropriate
      personnel having knowledge of such matters. The cost of performing and reporting
      a Site Assessment shall be paid by Lessee.




(d)  If
      any
      violation of Environmental Laws occurs or is found to exist and, in Lessor's
      reasonable judgment based upon the written bids of reputable environmental
      professionals, the cost of remediation of, or other response action with respect
      to, the same is likely to exceed $100,000, Lessee shall provide to Lessor,
      within ten (10) days after Lessor's request therefor, adequate financial
      assurances that Lessee will effect such remediation in accordance with
      applicable Environmental Laws. Such financial assurances shall be a bond or
      letter of credit reasonably satisfactory to Lessor in form and substance and
      in
      an amount equal to one hundred and fifty percent (150%) of Lessor’s reasonable
      estimate of the anticipated cost of such remedial action, based upon a Site
      Assessment performed pursuant to Section 5.06(c). Notwithstanding any other
      provision in this Lease, if a violation of Environmental Laws occurs or is
      found
      to exist and the Term would otherwise terminate or expire, and such violation(s)
      of Environmental Laws is proximately caused, in whole or in part, by the actions
      and/or omissions of Lessee, and the Premises cannot be rented to another lessee
      on commercially reasonable terms during the remedial action, then, at the option
      of Lessor, the Term shall be automatically extended beyond the date of
      termination or expiration and this Lease shall remain in full force and effect
      beyond such date until the earlier to occur of (i) the completion of all
      remedial action in accordance with applicable Environmental Laws, or (ii) the
      date specified in a written notice from Lessor to Lessee terminating this
      Lease.





(e)  If
      Lessee
      fails to correct any violation of Environmental Laws which occurs or is found
      to
      exist, Lessor shall have the right (but no obligation) to take any and all
      actions as Lessor shall reasonably deem necessary or advisable in order to
      cure
      such violation of Environmental Laws.





(f)  All
      future leases, subleases or concession agreements permitted by this Lease
      relating to the Premises entered into by Lessee shall contain covenants of
      the
      other party not to knowingly at any time (i) cause any violation of
      Environmental Laws to occur or (ii) permit any Person occupying the Premises
      through said subtenant or concessionaire to knowingly cause any violation of
      Environmental Laws to occur.


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**ARTICLE
      VI**




**Section
      6.01**  **Intentionally
      Deleted** .




**Section
      6.02**  **Condemnation
      and Casualty** .




(a)  **General
      Provisions** .
      Except
      as provided in Section 6.02(b) and (c), Lessee hereby irrevocably assigns
      to Lessor any award, compensation or insurance payment to which Lessee may
      become entitled by reason of Lessee’s interest in the Premises (i) if the
      use, occupancy or title of the Premises or any part thereof is taken,
      requisitioned or sold in, by or on account of any actual or threatened eminent
      domain proceeding or other action by any person having the power of eminent
      domain (“Condemnation”) or (ii) if the Premises or any part thereof is
      damaged or destroyed by fire, flood or other casualty (“Casualty”). All awards,
      compensations and insurance payments on account of any Condemnation or Casualty
      are herein collectively called “Compensation.” Lessee may not unilaterally
      negotiate, prosecute or adjust any claim for any Compensation. Lessee must
      consult with and obtain Lessor’s consent thereto. If the parties are unable to
      so agree, then they shall appoint an entity or individual that specializes
      in
      such negotiations who shall negotiate, prosecute and adjust a claim for
      Compensation. Lessor shall be entitled to participate in any such proceeding,
      action, negotiation, prosecution, appeal or adjustment as contemplated herein.
      Notwithstanding anything to the contrary contained in this Article VI, if
      permissible under applicable law, any separate Compensation made to Lessee
      for
      its moving and relocation expenses, anticipated loss of business profits, loss
      of goodwill or fixtures and equipment paid for by Lessee and which are not
      part
      of the Premises (including, without limitation, the Severable Property) shall
      be
      paid directly to and shall be retained by Lessee (and shall not be deemed to
      be
“Compensation”). All Compensation shall be applied pursuant to this
      Section 6.02, and all such Compensation (less the expense of collecting
      such Compensation) is herein called the “Net Proceeds.” Except as specifically
      set for herein, all Net Proceeds shall be paid to the Proceeds Trustee (as
      defined herein) and applied pursuant to this Section 6.02. If the Premises
      or
      any part thereof shall be damaged or destroyed by Casualty, and if the estimated
      cost of rebuilding, replacing or repairing the same shall exceed $50,000, Lessee
      promptly shall notify Lessor thereof.




(b)  **Substantial
      Condemnation During the Term** .
      If a
      Condemnation shall, in Lessee’s good faith judgment, affect all or a substantial
      portion of the Premises and shall render the Premises unsuitable for restoration
      for continued use and occupancy in Lessee’s business, then Lessee may, not later
      than sixty (60) days after a determination has been made as to when
      possession of the Premises must be delivered with respect to such Condemnation,
      deliver to Lessor (i) notice of its intention (“Notice of Intention”) to
      terminate this Lease on the next rental payment date which occurs after the
      earlier of (a) ninety (90) days after the delivery of such notice or (b)
      delivery of the Premises to the condemning authority (the “Condemnation
      Termination Date”), and (ii) a certificate of an authorized officer of
      Lessee describing the event giving rise to such termination and stating that
      Lessee has determined that such Condemnation has rendered the Premises
      unsuitable for restoration for continued use and occupancy in Lessee’s business.
      This Lease shall terminate on the Condemnation Termination Date, except with
      respect to obligations and liabilities of Lessee hereunder, actual or
      contingent, which have accrued on or prior to the Condemnation Termination
      Date,
      upon payment by Lessee of (1) all Basic Rent, additional rent and other sums
      due
      and payable hereunder to and including the Condemnation Termination Date, and
      (2) an amount equal to the excess, if any, of (a) the aggregate of all
      Basic Rent, additional rent and other sums which would be payable under this
      Lease, from the Condemnation Termination Date for what would be the then
      unexpired Term in the absence of such Condemnation, discounted at the rate
      equal
      to the then current yield on United States Treasury Notes having a maturity
      as
      of the stated date for expiration of the then existing Term of this Lease,
      plus
      2% per annum (the “Reference Rate”), over (b) the Net Proceeds. The Net
      Proceeds shall belong to Lessor.




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(c)  **Substantial
      Casualty During the Last Two Years of the Term** .
      If an
      insured Casualty shall, in Lessee’s good-faith judgment, affect all or a
      substantial portion of the Premises during the last two (2) years of the Term
      and shall render the Premises unsuitable for restoration for continued use
      and
      occupancy in Lessee’s business, then Lessee may, not later than one hundred and
      fifty (150) days after such Casualty, deliver to Lessor (i) notice of its
      intention to terminate this Lease on the next rental payment date which occurs
      not less than sixty (60) days after the delivery of such notice (the “Casualty
      Termination Date”), (ii) a certificate of an authorized officer of Lessee
      describing the event giving rise to such termination and stating that Lessee
      has
      determined that such Casualty has rendered the Premises unsuitable for
      restoration for continued use and occupancy in Lessee’s business, and
      (iii) documentation to the effect that termination of this Lease will not
      be in violation of any agreement then in effect with which Lessee is obligated
      to comply pursuant to this Lease. Upon payment by Lessee of all Basic Rent,
      additional rent and other sums then due and payable hereunder to and including
      the Casualty Termination Date, this Lease shall terminate on the Casualty
      Termination Date except with respect to obligations and liabilities of Lessee
      hereunder, actual or contingent, which have accrued on or prior to the Casualty
      Termination Date, and the Net Proceeds shall belong to Lessor.




(d)  **Less
      Than Substantial Condemnation or Any Casualty Prior to the Last Two Years of
      the
      Term** .
      If,
      after a Condemnation or Casualty, Lessee does not give or does not have the
      right to give notice of its intention to terminate this Lease as provided in
      subsection 6.02(b) or (c), then this Lease shall continue in full force and
      effect and Lessee shall, at its expense, rebuild, replace or repair the Premises
      in conformity with the requirements of subsections 2.01, 2.02 and 5.03 so
      as to restore the Premises (in the case of Condemnation, as nearly as
      practicable) to the condition, and character thereof immediately prior to such
      Casualty or Condemnation; provided that Lessee and Lessor shall use reasonable
      efforts to consider modifications which would make the Improvements a more
      contemporary design. To the extent the Net Proceeds with respect to any Casualty
      are less than $100,000, such amount shall be paid to Lessee to be used to
      rebuild, replace or repair the Premises in a lien free and good and workmanlike
      manner. To the extent the Net Proceeds from any Casualty are $100,000 or
      greater, such amount shall be paid to the Proceeds Trustee and prior to any
      such
      rebuilding, replacement or repair, Lessee shall determine the maximum cost
      thereof (the “Restoration Cost”), which amount shall be reasonably acceptable to
      Lessor. The Restoration Cost shall be paid on a pro rata basis out of Lessee’s
      own funds and the Net Proceeds to the extent that the Restoration Cost exceeds
      the Net Proceeds payable in connection with such occurrence, after which
      expenditure Lessee shall be entitled to receive the Net Proceeds from the
      Proceeds Trustee, but only against (i) certificates of Lessee delivered to
      Lessor and the Proceeds Trustee from time to time but no more often than monthly
      as such work of rebuilding, replacement and repair progresses, each such
      certificate describing the work for which Lessee is requesting payment and
      the
      cost incurred by Lessee in connection therewith and stating that Lessee has
      not
      theretofore received payment for such work and (ii) such additional
      documentation or conditions as Lessor or the Proceeds Trustee may reasonably
      require, including, but not limited to, copies of all contracts and subcontracts
      relating to restoration, architects’ certifications, title policy updates and
      lien waivers or releases. Any Net Proceeds remaining after final payment has
      been made for such work and after Lessee has been reimbursed for any portions
      it
      contributed to the Restoration Cost with respect to any Casualty shall be paid
      to Lessee and with respect to any Condemnation shall be paid to Lessor. In
      the
      event of any temporary Condemnation, this Lease shall remain in full effect
      and
      Lessee shall be entitled to receive the Net Proceeds allocable to such temporary
      Condemnation, except that any portion of the Net Proceeds allocable to the
      period after the expiration or termination of the Term shall be paid to Lessor.
      If the cost of any rebuilding, replacement or repair required to be made by
      Lessee pursuant to this subsection 6.02(d) shall exceed the amount of such
      Net Proceeds, the deficiency shall be paid by Lessee. Notwithstanding anything
      herein to the contrary, in the event of a less than substantial Condemnation,
      Lessee and Lessor shall equitably adjust the Basic Rent to take into
      consideration any diminished utility of the Premises after completion of any
      rebuilding, replacement or repair required to be made by Lessee pursuant to
      this
      Section 6.02(d).


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**Section
      6.03**  **Insurance** .




(a)  Lessee
      will maintain insurance on the Premises of the following character:




(i)  Insurance
      (on an occurrence basis) against all risks of direct physical loss (“Causes of
      Loss - Special Form”), including loss by fire, lightning, flooding (if the
      Premises are in a flood zone), earthquakes (if the Premises are in an earthquake
      zone), and other risks which at the time are included under “extended coverage”
endorsements, on ISO form CP1030, or its equivalent, in amounts sufficient
      to
      prevent Lessor and Lessee from becoming a coinsurer of any loss but in any
      event
      in amounts not less than 100% of the actual replacement value of the
      Improvements, exclusive of foundations and excavations, without any exclusions
      other than standard printed exclusions and without exclusion for terrorism
      and
      with deductibles of not more than $25,000 per occurrence (except with respect
      to
      wind damage, which shall have a deductible of no more than
      $250,000);




(ii)  Commercial
      general liability insurance and/or umbrella liability insurance (on an
      occurrence basis), on ISO form CG 0001 0798, or its equivalent, against claims
      for bodily injury, death or property damage occurring on, in or about the
      Premises in the minimum amounts of $5,000,000 for bodily injury or death to
      any
      one person, $10,000,000 for any one accident and $5,000,000 for property damage
      to others or in such greater amounts as are then customary for property similar
      in use to the Premises, with deletions of contractual liability exclusions
      with
      respect to personal injury and with defense to be provided as an additional
      benefit and not within the limits of liability and with deductibles of not
      more
      than $25,000 per occurrence;


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(iii)  Rent
      loss
      insurance or business interruption insurance in an amount sufficient to cover
      loss of rents from the Premises pursuant to this Lease for a period of at least
      twelve (12) months, with endorsements to cover interruption of utilities outside
      of the Premises;




(iv)  Worker’s
      compensation insurance to the extent required by the law of the state in which
      the Premises are located;




(v)  Boiler
      and machinery insurance in respect of any boilers and similar apparatus located
      on the Premises in the minimum amount of $500,000 or in such greater amounts
      as
      to adequately insure the Premises;




(vi)  During
      any period of construction on the Premises, builder’s risk insurance on a
      completed value, nonreporting basis for the total cost of such alterations
      or
      improvements, and workers’ compensation insurance as required by applicable law.
      This coverage may be provided by Lessee’s all risk property insurance pursuant
      to Section 6.03(a)(i) herein; and




(vii)  Such
      other insurance in such kinds and amounts, with such deductibles and against
      such risks, as Mortgagee may reasonably require or as is commonly obtained
      in
      the case of property similar in use to the Premises and located in the state
      in
      which the Premises are located by prudent owners of such property.




Such
      insurance shall be written by companies authorized to do business in the state
      where the Premises are located and carrying a claims paying ability rating
      of at
      least A:XII by A.M. Best or A by Standard and Poor's, as applicable, and with
      the exception of workers’ compensation insurance, shall name Lessor as an
      additional insured as its interest may appear.




(b)  Every
      such policy provided pursuant to Section 6.03(a)(i), above shall (i) bear a
      mortgagee endorsement in favor of Mortgagee under any Mortgage, and any loss
      under any such policy shall be payable to the Mortgagee which has a first lien
      on such interest (if there is more than one first Mortgagee, then to the trustee
      for such Mortgagees) to be held and applied by Mortgagee toward restoration
      pursuant to Section 6.02, and (ii) contain an ordinance or law coverage
      endorsement. Every such policy with the exception of workers’ compensation
      insurance, shall name the Mortgagee as an additional insured as its interest
      may
      appear. Every policy referred to in subsection 6.03(a) shall provide that
      it will not be cancelled or amended except after thirty (30) days written notice
      to Lessor and the Mortgagee and that it shall not be invalidated by any act
      or
      negligence of Lessor, Lessee or any person or entity having an interest in
      the
      Premises, nor by occupancy or use of the Premises for purposes more hazardous
      than permitted by such policy, nor by any foreclosure or other proceedings
      relating to the Premises, nor by change in title to or ownership of the
      Premises. The “Proceeds Trustee” shall be a financial institution selected by
      Lessor and reasonably approved by Lessee and may be the Mortgagee.




(c)  Lessee
      shall deliver to Lessor (i) upon request copies of the applicable insurance
      policies and (ii) original or duplicate certificates of insurance,
      reasonably satisfactory to Lessor evidencing the existence of all insurance
      which is required to be maintained by Lessee hereunder and payment of all
      premiums therefor, such delivery to be made (i) upon the execution and
      delivery hereof and (ii) at least ten (10) days prior to the
      expiration of any such insurance. Lessee shall not obtain or carry separate
      insurance concurrent in form or contributing in the event of loss with that
      required by this Section 6.03 unless Lessor is named an additional insured
      therein and unless there is a mortgagee endorsement in favor of Mortgagee with
      loss payable as provided herein. Lessee shall immediately notify Lessor whenever
      any such separate insurance is obtained and shall deliver to Lessor the policies
      or certificates evidencing the same. Any insurance required hereunder may be
      provided under blanket policies, provided that the Premises are specified
      therein.




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(d)  If
      an
      Event of Default shall occur, upon the request of Lessor, Lessee shall, in
      addition to and concurrently with the payment of Basic Rent as required in
      Section 1.05 hereof, pay one-twelfth of the amount (as estimated by Lessor
      or
      Mortgagee, as applicable) of the annual premiums for insurance (collectively,
      the “Insurance Escrow Payments”) required under this Section 6.03 next becoming
      due and payable with respect to the Premises. Notwithstanding the foregoing,
      Lessee shall also be required to pay into escrow any other amounts required
      by
      Mortgagee. Lessee shall also pay to Lessor on demand therefor the amount by
      which the actual insurance premiums exceed the payment by Lessee required in
      this subsection.




(e)  The
      requirements of this Section 6.03 shall not be construed to negate or
      modify Lessee’s obligations under Section 5.04.




(f)  Notwithstanding
      anything contained in this Lease to the contrary, each party hereto hereby
      waives any and all rights of recovery, claim, action or cause of action, against
      the other party and its agents, officers, and employees, for any loss or damage
      that may occur to the Premises, including the Improvements, regardless of cause
      or origin, including the negligence of the other party and its agents, officers,
      and employees, without prejudice to any waiver or indemnity provisions
      applicable to Lessee and any limitation of liability provisions applicable
      to
      Lessor hereunder, of which provisions Lessee shall notify all insurers.




**ARTICLE
      VII**




**Section
      7.01**  **Conditional
      Limitations; Default Provisions** .




(a)  Any
      of
      the following occurrences or acts shall constitute an Event of Default under
      this Lease:




(i)  If
      Lessee
      shall (1) fail to pay any Basic Rent, additional rent or other sum when due
      (provided that for such failure to pay to constitute an Event of Default such
      failure must continue to exist after Lessor has provided Lessee with five
      business (5) days written notice of Lessee’s failure to timely pay such sums and
      provided that Lessor is obligated to provide such written notice no more than
      two times for any consecutive twelve (12) month period) or (2) fail to
      observe or perform any other provision hereof and such nonmonetary failure
      shall
      continue for thirty (30) days after written notice to Lessee of such
      failure (provided that, in the case of any such failure which cannot be cured
      by
      the payment of money and cannot with diligence be cured within such thirty
      (30)
      day period, if Lessee shall commence promptly to cure the same and thereafter
      prosecute the curing thereof with diligence, the time within which such failure
      may be cured shall be extended for such period not to exceed one hundred and
      eighty (180) days as is necessary to complete the curing thereof with
      diligence);


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(ii)  If
      any
      representation or warranty of Lessee set forth in any certificate provided
      by
      Lessee pursuant to this Lease, shall prove to be incorrect in any material
      adverse respect as of the time when the same shall have been made in a way
      adverse to Lessor and Lessor shall suffer a loss or detriment as a result
      thereof, including, without limitation, the taking of any action (including,
      without limitation, the demise of the Premises to Lessee herein) in reliance
      upon such representation or warranty and, in each case, the facts shall not
      be
      conformed to the representation and warranty as soon as practicable in the
      circumstances (but in no event to exceed that period of time that in Lessor’s
      reasonable judgment is necessary to complete the curing thereof with diligence)
      after written notice to Lessee from Lessor of such inaccuracy and Lessor
      restored to the position it would have enjoyed had such representation or
      warranty been accurate at the time it was made;




(iii)  If
      Lessee
      shall file a petition in bankruptcy or for reorganization or for an arrangement
      pursuant to any federal or state law or shall be adjudicated a bankrupt or
      become insolvent or shall make an assignment for the benefit of creditors,
      or if
      a petition proposing the adjudication of Lessee as a bankrupt or its
      reorganization pursuant to any federal or state bankruptcy law or any similar
      federal or state law shall be filed in any court and Lessee shall consent to
      or
      acquiesce in the filing thereof or such petition shall not be discharged or
      denied within ninety (90) days after the filing thereof;




(iv)  If
      a
      receiver, trustee or conservator of Lessee or of all or substantially all of
      the
      assets of Lessee or of the Premises or Lessee’s or estate therein shall be
      appointed in any proceeding brought by Lessee, or if any such receiver, trustee
      or conservator shall be appointed in any proceeding brought against Lessee
      and
      shall not be discharged within ninety (90) days after such appointment, or
      if
      Lessee shall consent to or acquiesce in such appointment;




(v)  If
      the
      Premises shall have been abandoned for a period of thirty (30) consecutive
      days;




(vi)  If
      a
      Letter of Credit has been posted as the Security Deposit or other security
      hereunder, and the issuer of the Letter of Credit cancels, terminates or refuses
      to honor it, and Lessee shall fail to renew the Letter of Credit within thirty
      (30) days or shall fail to post a cash equivalent amount of the Letter of Credit
      or a replacement letter of credit within fifteen (15) days after notice of
      such
      cancellation, termination or refusal; and




(vii)  If
      a
      monetary Event of Default occurs under this Lease more than three (3) times
      within any consecutive twelve (12) month period, irrespective of whether or
      not
      such Event of Default is cured.




(b)  If
      an
      Event of Default shall have happened and be continuing, Lessor shall have the
      right to give Lessee notice of Lessor’s termination of the Term. Upon the giving
      of such notice, the Term and the estate hereby granted shall expire and
      terminate on such date as fully and completely and with the same effect as
      if
      such date were the date herein fixed for the expiration of the Term, and all
      rights of Lessee hereunder shall expire and terminate, but Lessee shall remain
      liable as hereinafter provided.




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(c)  If
      an
      Event of Default shall have happened and be continuing, Lessor shall have the
      immediate right, whether or not the Term shall have been terminated pursuant
      to
      subsection 7.01(b), to reenter and repossess the Premises and the right to
      remove all persons and property (subject to Section 3.02) therefrom by
      summary proceedings, ejectment or any other legal action or in any lawful manner
      Lessor determines to be necessary or desirable. Lessor shall be under no
      liability by reason of any such reentry, repossession or removal. No such
      reentry, repossession or removal shall be construed as an election by Lessor
      to
      terminate the Term unless a notice of such termination is given to Lessee
      pursuant to subsection 7.01(b) or unless such termination is decreed by a
      court.




(d)  At
      any
      time or from time to time after a reentry, repossession or removal pursuant
      to
      subsection 7.01(c), whether or not the Term shall have been terminated
      pursuant to subsection 7.01(b), Lessor may relet the Premises for the
      account of Lessee, in the name of Lessee or Lessor or otherwise. Lessor may
      collect any rents payable by reason of such reletting. Lessor shall not be
      liable for any failure to relet the Premises or for any failure to collect
      any
      rent due upon any such reletting. Notwithstanding the foregoing, Lessor agrees
      to make reasonable efforts to mitigate its damages under this Lease in the
      event
      Lessee actually vacates or advises Lessor that it is, as of a specified date,
      to
      vacate the Premises. The phrase “reasonable efforts,” as it relates to Lessor’s
      duty to attempt to relet the Premises, shall require Lessor to do only the
      following: (i) notify Lessor’s management company, if any, in writing of the
      availability of the Premises for reletting and authorize same to advertise
      as
      appropriate, (ii) post Lessor’s leasing contact telephone number in an
      appropriate area of the Premises, and (iii) show the Premises to any prospective
      Lessee interested in the Premises and to any prospective Lessee specifically
      referred to Lessor by Lessee. Under any requirement of Lessor to use “reasonable
      efforts” as described herein, (i) Lessor shall not be required to relet the
      Premises ahead of any other properties in the same market not producing any
      income to Lessor; (ii) Lessor shall be entitled to consider Lessee quality,
      Lessee-mix, the financial condition of any prospective Lessee, the nature of
      the
      Premises, the proposed use of the Premises by any prospective Lessee, and any
      rights of existing sublessees located in the Premises, in making any leasing
      decision without being deemed to have violated its mitigation requirement
      hereunder; and (iii) under any new lease entered into by Lessor, Lessor may
      relet all or any portion of the Premises to create an appropriate block of
      space
      for a new Lessee, may relet for a greater or lesser term than that remaining
      at
      that time under this Lease, and may include free rent, concessions, inducements,
      alterations and upgrades in the new lease. If a reletting occurs, Lessor shall
      recoup all of its expenses of reletting (including, without limitation, all
      expenses relating to remodeling, alterations, repairs, capital improvements,
      brokerage fees, decorating fees, and fees for architects, designers, space
      planners and attorneys) before Lessee is entitled to a credit on the damages
      owed by Lessee hereunder. If Lessor shall do all the foregoing then, anything
      in
      this Lease, or any statute, or common law rule to the contrary notwithstanding,
      Lessor shall be deemed to have met its duty (if any) to mitigate its damages
      hereunder.




(e)  No
      expiration or termination of the Term pursuant to subsection 7.01(b), by
      operation of law or otherwise, and no reentry, repossession or removal pursuant
      to subsection 7.01(c) or otherwise, and no reletting of the Premises
      pursuant to subsection 7.01(d) or otherwise, shall relieve Lessee of its
      liabilities and obligations hereunder, all of which shall survive such
      expiration, termination, reentry, repossession, removal or reletting.




-22-




(f)  In
      the
      event of any expiration or termination of the Term or reentry or repossession
      of
      the Premises or removal of persons or property therefrom by reason of the
      occurrence of an Event of Default, Lessee shall pay to Lessor all Basic Rent,
      additional rent and other sums required to be paid by Lessee, in each case
      to
      and including the date of such expiration, termination, reentry, repossession
      or
      removal, and, thereafter, Lessee shall, until the end of what would have been
      the Term in the absence of such expiration, termination, reentry, repossession
      or removal and whether or not the Premises shall have been relet, be liable
      to
      Lessor for, and shall pay to Lessor, as liquidated and agreed current
      damages:  (i) all Basic Rent, all additional rent and other sums
      which would be payable under this Lease by Lessee in the absence of any such
      expiration, termination, reentry, repossession or removal, together with all
      expenses of Lessor in connection with such reletting (including, without
      limitation, all repossession costs, brokerage commissions, reasonable attorneys’
fees and expenses (including, without limitation, fees and expenses of appellate
      proceedings), employee’s expenses, alteration costs and expenses of necessary
      preparation for such reletting), less (ii) the net proceeds, if any, of any
      reletting effected for the account of Lessee pursuant to
      subsection 7.01(d). Lessee shall pay such liquidated and agreed current
      damages on the dates on which rent would be payable under this Lease in the
      absence of such expiration, termination, reentry, repossession or removal,
      and
      Lessor shall be entitled to recover the same from Lessee on each such
      date.




(g)  At
      any
      time after any such expiration or termination of the Term or reentry or
      repossession of the Premises or removal of persons or property therefrom by
      reason of the occurrence of an Event of Default, whether or not Lessor shall
      have collected any liquidated and agreed current damages pursuant to
      subsection 7.01(f), Lessor shall be entitled to recover from Lessee, and
      Lessee shall pay to Lessor on demand, as and for liquidated and agreed final
      damages for Lessee’s default and in lieu of all liquidated and agreed current
      damages beyond the date of such demand (it being agreed that it would be
      impracticable or extremely difficult to fix the actual damages), an amount
      equal
      to the excess, if any, of (a) the aggregate of all Basic Rent, additional
      rent and other sums which would be payable under this Lease, in each case from
      the date of such demand (or, if it be earlier, to date to which Lessee shall
      have satisfied in full its obligations under subsection 7.01(f) to pay
      liquidated and agreed current damages) for what would be the then unexpired
      Term
      in the absence of such expiration, termination, reentry, repossession or
      removal, discounted at the Reference Rate, over (b) the then fair rental
      value of the Premises, discounted at the Reference Rate for the same period.
      If
      any law shall limit the amount of liquidated final damages to less than the
      amount above agreed upon, Lessor shall be entitled to the maximum amount
      allowable under such law.




(h)  To
      the
      extent the same may lawfully be waived, Lessee expressly, knowingly and
      voluntarily waives all constitutional, statutory and common law bonding
      requirements, including the requirement under Section 83.12, Florida Statutes
      (2006) that Lessor file a bond payable to Lessee in at least double the sum
      demanded by Lessor (or double the value of the property sought to be
      distrained), it being the intention of the parties that no bond shall be
      required to be filed by Lessor in any such distress action.


-23-




**Section
      7.02**  **Bankruptcy
      or Insolvency** .




(a)  If
      Lessee
      shall become a debtor in a case filed under Chapter 7 or Chapter 11 of
      the Bankruptcy Code and Lessee or Lessee’s trustee shall fail to elect to assume
      this Lease within sixty (60) days after the filing of such petition or such
      additional time as provided by the court within such sixty (60) day period,
      this
      Lease shall be deemed to have been rejected. Immediately thereupon, Lessor
      shall
      be entitled to possession of the Premises without further obligation to Lessee
      or Lessee’s trustee, and this Lease, upon the election of Lessor, shall
      terminate, but Lessor’s right to be compensated for damages (including, without
      limitation, liquidated damages pursuant to any provision hereof) or the exercise
      of any other remedies in any such proceeding shall survive, whether or not
      this
      Lease shall be terminated.




(b)  Neither
      the whole nor any portion of Lessee’s interest in this Lease or its estate in
      the Premises shall pass to any trustee, receiver, conservator, assignee for
      the
      benefit of creditors or any other person or entity, by operation of law or
      otherwise under the laws of any state having jurisdiction of the person or
      property of Lessee, unless Lessor shall have consented to such transfer. No
      acceptance by Lessor of rent or any other payments from any such trustee,
      receiver, assignee, person or other entity shall be deemed to constitute such
      consent by Lessor nor shall it be deemed a waiver of Lessor’s right to terminate
      this Lease for any transfer of Lessee’s interest under this Lease without such
      consent.




(c)  In
      the
      event of an assignment of Lessee’s interests pursuant to this Section 7.02,
      the right of any assignee to extend the Term for an Extended Term beyond the
      Primary Term or the then Extended Term of this Lease shall be
      extinguished.




**Section
      7.03**  **Additional
      Rights of Lessor** .




(a)  Except
      as
      provided in Section 7.01(g), no right or remedy hereunder shall be
      exclusive of any other right or remedy, but shall be cumulative and in addition
      to any other right or remedy hereunder or now or hereafter existing. Failure
      to
      insist upon the strict performance of any provision hereof or to exercise any
      option, right, power or remedy contained herein shall not constitute a waiver
      or
      relinquishment thereof for the future. Receipt by Lessor of any Basic Rent,
      additional rent or other sums payable hereunder with knowledge of the breach
      of
      any provision hereof shall not constitute waiver of such breach, and no waiver
      by Lessor of any provision hereof shall be deemed to have been made unless
      made
      in writing. Lessor shall be entitled to injunctive relief in case of the
      violation, or attempted or threatened violation, of any of the provisions
      hereof, or to a decree compelling performance of any of the provisions hereof,
      or to any other remedy allowed to Lessor by law or equity.




(b)  Lessee
      hereby waives and surrenders for itself and all those claiming under it,
      including creditors of all kinds, (i) any right and privilege which it or
      any of them may have to redeem the Premises or to have a continuance of this
      Lease after termination of Lessee’s right of occupancy by order or judgment of
      any court or by any legal process or writ, or under the terms of this Lease,
      or
      after the termination of the Term as herein provided, (ii) the benefits of
      any law which exempts property from liability for debt and (iii) Lessee
      specifically waives any rights of redemption or reinstatement available by
      law
      or any successor law.


-24-




(c)  If
      an
      Event of Default on the part of Lessee shall have occurred hereunder and be
      continuing, then, without thereby waiving such default, Lessor may, but shall
      be
      under no obligation to, take all action, including, without limitation, entry
      upon the Premises, to perform the obligation of Lessee hereunder immediately
      and
      without notice in the case of any emergency as may be reasonably determined
      by
      Lessor and upon five (5) business days notice to Lessee in other cases. All
      reasonable expenses incurred by Lessor in connection therewith, including,
      without limitation, attorneys’ fees and expenses (including, without limitation,
      those incurred in connection with any appellate proceedings), shall constitute
      additional rent under this Lease and shall be paid by Lessee to Lessor upon
      demand.




(d)  If
      Lessee
      shall be in default in the performance of any of its obligations under this
      Lease beyond any applicable grace or cure period hereunder, Lessee shall pay
      to
      Lessor, on demand, all expenses incurred by Lessor as a result thereof,
      including, without limitation, reasonable attorneys’ fees and expenses
      (including, without limitation, those incurred in connection with any appellate
      proceedings) and any additional sums (including any late charge, default
      penalties, interest and fees of the counsel of Mortgagee) which are payable
      by
      Lessor to its Mortgagee by reason of Lessee's late payment or non-payment of
      Basic Rent. If Lessor shall be made a party to any litigation commenced against
      Lessee and Lessee shall fail to provide Lessor with counsel approved by Lessor
      and pay the expenses thereof, Lessee shall pay all costs and reasonable
      attorneys’ fees and expenses in connection with such litigation (including,
      without limitation, fees and expenses incurred in connection with any appellate
      proceedings).




(e)  If
      Lessee
      shall fail to pay when due any Basic Rent, additional rent or other sum required
      to be paid by Lessee hereunder, Lessor shall be entitled to collect from Lessee
      as additional rent and Lessee shall pay to Lessor, in addition to such Basic
      Rent, additional rent or other sum, annual interest on the delinquency equal
      to
      the Late Rate from the date due until paid. The Late Rate shall be the lesser
      of
      (i) fifteen percent (15%) per annum or (ii) the maximum rate permitted
      by applicable law. In addition to all other remedies Lessor has hereunder,
      if
      Lessee shall fail to pay any Basic Rent, additional rent or other sum, as and
      when required to be paid by Lessee hereunder prior to the expiration for the
      period of payment pursuant to subsection 7.01(a)(i)(1), Lessor shall be
      entitled to collect from Lessee, and Lessee shall pay to Lessor, as additional
      rent, a late payment charge in an amount equal to 1% of the amount shown in
      the
      notice as unpaid.




**ARTICLE
      VIII**




**Section
      8.01**  **Notices
      and Other Instruments** .
      All
      notices, offers, consents and other instruments given pursuant to this Lease
      shall be in writing and shall be validly given when hand delivered or sent
      by a
      courier or express service guaranteeing overnight delivery or by telecopy,
      with
      original being promptly sent as otherwise provided above, addressed as
      follows:


If
                  to Lessor:
              
              NL
                  Ventures V Plant City, L.P.c/o
                  AIC Ventures8080
                  North Central Expwy - Suite 1220Dallas,
                  TX 75206Attention:
                  Mr. Peter CarlsenTelephone:
                  (214) 363-5620Facsimile:
                  (214) 363-4968With
                  a copy to:
              
              AIC
                  Ventures301
                  Congress Avenue, Suite 320Austin,
                  Texas 78701Attention:
                  Mr. Heath D. Esterak, Acquisitions CounselTelephone:
                  (512) 476-5009Facsimile:
                  (512) 476-7779If
                  to Lessee:
              
              Modtech
                  Holdings, Inc.2830
                  Barrett AvenuePerris,
                  CA 92571Attn:
                  Dennis ShogrenTelephone:
                  (951) 943-4014Facsimile:
                  (951) 943-9655


-25-





Lessor
      and Lessee each may from time to time specify, by giving fifteen (15) days
      notice to each other party, (i) any other address in the United States
      as its address for purposes of this Lease and (ii) any other person or
      entity in the United States that is to receive copies of notices, offers,
      consents and other instruments hereunder. Notice
      under the terms of this Lease shall be deemed delivered, whether or not actually
      received, upon the earlier of (i) the date of actual receipt by such party,
      or
      (ii) the day after said notice is either deposited with such overnight delivery
      service, transmitted by telecopier, or personally delivered, as applicable,
      pursuant to the above provisions.




**Section
      8.02**  **Estoppel
      Certificates; Financial Information** .




(a)  Lessee
      will, upon ten (10) business days written notice at the request of Lessor,
      execute, acknowledge and deliver to Lessor a certificate of Lessee, stating
      that
      this Lease is unmodified and in full force and effect (or, if there have been
      modifications, that this Lease is in full force and effect as modified, and
      setting forth such modifications) and stating the dates to which Basic Rent,
      additional rent and other sums payable hereunder have been paid and either
      stating that to the knowledge of Lessee no default exists hereunder or
      specifying each such default of which Lessee has knowledge and whether or not
      Lessee is still occupying and operating the Premises and such other information
      as Lessor shall reasonably request. Any such certificate may be relied upon
      by
      any actual or prospective mortgagee or purchaser of the Premises. Lessor will,
      upon ten (10) business days written notice at the request of Lessee, execute,
      acknowledge and deliver to Lessee a certificate of Lessor, stating that this
      Lease is unmodified and in full force and effect (or, if there have been
      modifications, that this Lease is in full force and effect as modified, and
      setting forth such modifications) and the dates to which Basic Rent, additional
      rent and other sums payable hereunder have been paid, and either stating that
      to
      the knowledge of Lessor no default exists hereunder or specifying each such
      default of which Lessor has knowledge. Any such certificate may be relied upon
      by Lessee or any actual or prospective assignee or sublessee of the
      Premises.


-26-




(b)  So
      long
      as Lessee is a publicly traded company, then Lessee shall deliver to Lessor
      within ninety (90) days of the close of each fiscal year Lessee’s Form 10-K, and
      within forty-five (45) days after the end of each of the three remaining
      quarters Lessee’s Form 10-Q, in each case as filed with the Securities and
      Exchange Commission pursuant to the provisions of the Securities Exchange Act
      of
      1934, as amended, or any other law, **unless
      such items are available through EDGAR** .
      If, at
      any time, Lessee is no longer a publicly traded company, then Lessee shall
      deliver to Lessor within ninety (90) days of the close of each fiscal year,
      annual audited financial statements of Lessee (which, at a minimum, shall
      include a balance sheet of Lessee and its consolidated subsidiaries, if any,
      as
      of the end of such year, a statement of profits and losses of Lessee and its
      consolidated subsidiaries, if any, for such year and a statement of cash flows
      of Lessee and its consolidated subsidiaries, if any, for such year, setting
      forth in each case, in comparative form, the corresponding figures for the
      preceding fiscal year in reasonable detail and scope) prepared by a firm of
      independent certified public accountants approved by Lessor. Lessee shall also
      furnish to Lessor within forty five (45) days after the end of each quarter
      unaudited internal financial statements and all other quarterly reports of
      Lessee (which, at a minimum, shall include a balance sheet of Lessee and its
      consolidated subsidiaries, if any, as of the end of such quarter and statements
      of profits and losses of Lessee and its consolidated subsidiaries, if any,
      for
      such quarter, setting forth in each case, in comparative form, the corresponding
      figures for the similar quarter of the preceding year in reasonable detail
      and
      scope) certified by Lessee’s chief financial officer. All annual financial
      statements shall be accompanied (i) by an opinion of said accountants stating
      that (A) there are no qualifications as to the scope of the audit (or if there
      are qualifications, the nature thereof) and (B) the audit was performed in
      accordance with GAAP, and (ii) by the affidavit of the president, a vice
      president, or chief financial officer of Lessee, dated within five (5) days
      of
      the delivery of such statement, stating that (1) the affiant knows of no Event
      of Default, or event which, upon notice or the passage of time or both, would
      become an Event of Default which has occurred and is continuing hereunder,
      or,
      if any such event has occurred and is continuing, specifying the nature and
      period of existence thereof and what action Lessee has taken or proposes to
      take
      with respect thereto and (2) except as otherwise specified in such affidavit,
      to
      the best of such affiant’s knowledge Lessee has fulfilled all of its obligations
      under this Lease which are required to be fulfilled on or prior to the date
      of
      such affidavit.




(c)  Lessor
      and its agents and designees may enter upon and examine the Premises and examine
      the records and books of account and discuss the finances and business with
      the
      officers of the Lessee at reasonable times during normal business hours and
      on
      reasonable advance written notice. Lessee shall provide the requesting party
      with copies of any information to which such party would be entitled in the
      course of a personal visit. Except in the event of emergency, Lessee may
      designate an employee to accompany Lessor, its agents and designees on such
      examinations. Lessee will provide, upon Lessor’s request, all information
      regarding the Premises, including, but not limited to, a current rent roll,
      an
      operating statement reflecting all income from subleases and all operating
      expenses for the Premises. Lessor and its agents and designees may enter upon
      and examine the Premises and show the Premises to prospective mortgagees and/or
      purchasers at reasonable times during normal business hours and on reasonable
      advance written notice.




-27-




**ARTICLE
      IX**




**Section
      9.01**  **No
      Merger** .
      There
      shall be no merger of this Lease or of the leasehold estate hereby created
      with
      the fee estate in the Premises by reason of the fact that the same person
      acquires or holds, directly or indirectly, this Lease or the leasehold estate
      hereby created or any interest herein or in such leasehold estate, as well
      as
      the fee estate in the Premises or any interest in such fee estate.




**Section
      9.02**  **Surrender** .
      Upon
      the expiration or termination of this Lease, Lessee shall surrender the Premises
      to Lessor in as good repair and condition as received under Section 2.01(a)
      except for any damage resulting from Condemnation or Casualty or normal wear
      and
      tear not required to be repaired by Lessee. ****




**Section
      9.03**  **Time** .
      Time is
      of the essence with respect to this Lease, and the respective time periods
      set
      forth herein.




**Section
      9.04**  **Separability;
      Binding Effect; Governing Law** .
      Each
      provision hereof shall be separate and independent, and the breach of any
      provision by Lessor shall not discharge or relieve Lessee from any of its
      obligations hereunder. Each provision hereof shall be valid and shall be
      enforceable to the extent not prohibited by law. If any provision hereof or
      the
      application thereof to any person or circumstance shall to any extent be invalid
      or unenforceable, the remaining provisions hereof, or the application of such
      provision to persons or circumstances other than those as to which it is invalid
      or unenforceable, shall not be affected thereby. All provisions contained in
      this Lease shall be binding upon, inure to the benefit of and be enforceable
      by
      the successors and assigns of Lessor to the same extent as if each such
      successor and assign were named as a party hereto. All provisions contained
      in
      this Lease shall be binding upon the successors and assigns of Lessee and shall
      inure to the benefit of and be enforceable by the permitted successors and
      assigns of Lessee in each case to the same extent as if each successor and
      assign were named as a party hereto. This Lease shall be governed by and
      interpreted in accordance with the laws of the state in which the Premises
      are
      located.




**Section
      9.05**  **Table
      of Contents and Headings; Internal References** .
      The
      table of contents and the headings of the various paragraphs and exhibits of
      this Lease have been inserted for reference only and shall not to any extent
      have the effect of modifying the express terms and provisions of this Lease.
      Unless stated to the contrary, any references to any Section, subsection,
      Exhibit and the like contained herein are to the respective Section, subsection,
      Exhibit and the like of this Lease.




**Section
      9.06**  **Counterparts** .
      This
      Lease may be executed in two or more counterparts and shall be deemed to have
      become effective when and only when one or more of such counterparts shall
      have
      been executed by or on behalf of each of the parties hereto (although it shall
      not be necessary that any single counterpart be executed by or on behalf of
      each
      of the parties hereto, and all such counterparts shall be deemed to constitute
      but one and the same instrument) and shall have been delivered by each of the
      parties to the other.




-28-




**Section
      9.07**  **Lessor’s
      Liability** .
      Notwithstanding anything to the contrary provided in this Lease, it is
      specifically understood and agreed, such agreement being a primary consideration
      for the execution of this Lease by Lessor, that there shall be absolutely no
      personal liability on the part of any partner, director, member, officer or
      shareholder of Lessor, its successors or assigns with respect to any of the
      terms, covenants and conditions of this Lease, and any liability on the part
      of
      Lessor shall be limited solely to Lessor’s interest in the Premises, such
      exculpation of liability to be absolute and without any exception
      whatsoever.




**Section
      9.08**  **Amendments
      and Modifications** .
      Except
      as expressly provided herein, this Lease may not be modified or terminated
      except by a writing signed by Lessor and Lessee.




**Section
      9.09**  **Additional
      Rent** .
      All
      amounts other than Basic Rent which Lessee is required to pay or discharge
      pursuant to this Lease, including the charge provided for by
      Section 7.03(e) hereof, shall constitute additional rent which shall
      include, but not be limited to all reasonable costs and expenses of Lessee
      and
      Lessor which are incurred in connection or associated with (A) the use,
      occupancy, possession, operation, condition, design, construction, maintenance,
      alteration, repair or restoration of any of the Premises, (B) the performance
      of
      any of Lessee's obligations under this Lease, (C) the prosecution, defense
      or
      settlement of any litigation involving or arising from any of the Premises
      or
      this Lease, (D) the enforcement by Lessor, its successors and assigns, of any
      of
      its rights under this Lease, (E) any amendment to or modification of this Lease
      made at the request of Lessee, (F) costs of Lessor's counsel incurred in
      connection with any act undertaken by Lessor (or its counsel) at the request
      of
      Lessee, or incurred in connection with any act of Lessor performed on behalf
      of
      Lessee pursuant to this Lease.




**Section
      9.10**  **Consent
      of Lessor** .
      Except
      as specifically set forth in this Lease, all consents and approvals to be
      granted by Lessor shall not be unreasonably withheld or delayed, and Lessee’s
      sole remedy against Lessor for the failure to grant any consent shall be to
      seek
      injunctive relief. In no circumstance will Lessee be entitled to damages with
      respect to the failure to grant any consent or approval.




**Section
      9.11**  **Quiet
      Enjoyment** .
      Lessor
      agrees that, subject to the rights of Lessor under this Lease, Lessee shall
      hold
      and enjoy the Premises during the term of this Lease, free from any hindrance
      or
      interference from Lessor or any party claiming by, through or under
      Lessor.




**Section
      9.12**  **Holding
      Over.** If
      Lessee remains in possession of the Premises, or any part thereof, after the
      expiration or other termination of the Term, without Lessor’s express written
      consent, Lessee shall be guilty of an unlawful detention of the Premises and
      shall be liable to Lessor for damages for use of the Premises during the period
      of such unlawful detention at a rate equal to 1.5 times the Basic Rent and
      all
      other amounts which would be payable during the Term hereof (collectively,
      “Holdover Rent”), plus any consequential damages suffered by Lessor. In the
      event of such unlawful detention, Lessee shall indemnify and hold Lessor
      harmless from and against any and all claims, suits, proceedings, losses,
      damages, liabilities, costs and expenses, including, without limitation,
      attorneys’ fees and disbursements, asserted against or incurred by Lessor, as a
      result of such unlawful detention. Notwithstanding the foregoing, Lessor shall
      be entitled to such other remedies and damages provided under this Lease or
      at
      law or in equity.


-29-




**Section
      9.13**  **Compliance
      with Terrorism Laws.** Lessee
      represents and warrants that to its knowledge, neither Lessee nor any Person
      controlling Lessee (i) is included on any Government List (as hereinafter
      defined); (ii) has been determined by competent authority to be subject to
      the
      prohibitions contained in Presidential Executive Order No. 133224 (September
      23,
      2001) or in any enabling or implementing legislation or other Presidential
      Executive Orders in respect thereof; (iii) has been previously indicted for
      or
      convicted of any felony involving a crime or crimes of moral turpitude or for
      any offense under the criminal laws against terrorists, the criminal laws
      against money laundering, the Bank Secrecy Act, as amended, the Money Laundering
      Control Act of 1986, as amended, or the Uniting and Strengthening America by
      Providing Appropriate Tools Required to Intercept and Obstruct Terrorists (USA
      PATRIOT ACT) Act of 2001, Public Law 107-56 (October 26, 2001), as amended;
      (iv)
      is currently under investigation by any governmental authority for alleged
      criminal activity; or (v) has a reputation in the community for criminal or
      unethical behavior. For purposes of this Lease, the term “Government List” means
      (1) the Specialty Designated Nationals and Blocked Persons Lists maintained
      by
      the Office of Foreign Assets Control, United States Department of the Treasury
      (“OFAC”), (2) the Denied Persons List and the Entity List maintained by the
      United States Department of Commerce, (3) the List of Terrorists and List of
      Disbarred Parties maintained by the United States Department of State, (4)
      any
      other list of terrorists, terrorist organizations or narcotics traffickers
      maintained pursuant to any of the lists, laws, rules and regulations maintained
      by OFAC pursuant to any authorizing statute, Executive Order or regulation,
      (5)
      any other similar list maintained by the United States Department of State,
      the
      United States Department of Commerce or any other governmental authority or
      pursuant to any Executive Order of the President of the United States of America
      and (6) any list or qualification of “Designated Nationals” as defined in the
      Cuban Assets Control Regulations, 31 C.F.R. Part 515, as all such Government
      Lists may be updated from time to time.




**Section
      9.14**  **Financing
      and Subordination, Non-Disturbance and Attornment.**  Notwithstanding
      anything to the contrary in this Lease, this Lease and Lessee's interest
      hereunder shall be subject, subordinate and inferior to any mortgage or other
      security instrument granted or entered into by Lessor in connection with the
      loan by which Lessor acquired the Premises from Lessee, and any mortgage or
      other security instrument hereafter placed upon the Premises by Lessor, and
      to
      any and all advances made or to be made thereunder, to the interest thereon,
      and
      all renewals, replacements and extensions thereof, provided that any such
      mortgage (or a separate non-disturbance agreement entered into between Lessee
      and the Mortgagee in whose favor such mortgage was granted) shall provide for
      the recognition of this Lease and all Lessee's rights hereunder unless and
      until
      an Event of Default. If
      Lessor desires to obtain or refinance any loan, Lessee shall execute any and
      all
      documents that such Mortgagee reasonably requires in connection with such
      financing, so long as the same do not materially adversely affect any right,
      benefit or privilege of Lessee under this Lease or materially increase Lessee's
      obligations under this Lease.


-30-




**Section
      9.15**  **Disclaimer
      of Purchase Rights.** Except
      for the limited rights of Lessee to acquire title to the Premises in accordance
      with the provisions of Section 6.02(b) hereof, nothing in this Lease is intended
      or shall operate to grant to Lessee any right of first refusal, right of first
      offer, purchase option, or similar right to elect to purchase or acquire the
      Premises or any portion thereof, and Lessee hereby expressly waives any and
      all
      such rights.




**Section
      9.16**  **Security
      Deposit** .




(a)  For
      its
      full and faithful performance of the terms of this Lease, Lessee will deposit
      or
      cause to be deposited with Lessor or Mortgagee, as Lessor shall designate,
      on or
      before the date hereof, Five Hundred Twenty-Eight Thousand Nine Hundred and
      00/100 Dollars ($528,900.00) as a "Security Deposit," it being expressly
      understood that such Security Deposit shall not be considered an advance payment
      of any Basic Rent, additional rent or other sums payable under this Lease or
      a
      measure of Lessor's damages in case of an Event of Default.




(b)  Payment
      of said Security Deposit shall be satisfied by Lessee’s deposit of cash or a
      Letter of Credit in said amount. Lessee shall have the right to freely
      substitute cash for a Letter of Credit or vice versa, and if paid in cash,
      any
      interest earned shall remain as an additional Security Deposit. If Lessor
      transfers its interest in the Premises during the Term to a transferee who
      assumes Lessor's obligations hereunder and to whom the Security Deposit is
      transferred, Lessor may assign the Security Deposit to the transferee and,
      thereafter, Lessor shall have no further liability for the return of such
      Security Deposit to Lessee. For the purposes herein, “Letter of Credit” shall
      mean an irrevocable standby letter of credit issued to Lessor by a financially
      sound national banking association or state chartered bank having assets in
      excess of $50,000,000,000 and otherwise reasonably acceptable to Lessor, the
      proceeds of which shall be available to Lessor without the need for Lessor
      to
      satisfy any requirements or conditions whatsoever other than delivery of (a)
      the
      original Letter of Credit along with Lessor’s sight draft to the issuing
      institution with reference to the appropriate letter of credit number for the
      Letter of Credit, as set forth therein and (b) (i) a certificate signed by
      Lessor certifying that an Event of Default has occurred and is continuing under
      the Lease, or (ii) a certificate signed by Lessor certifying that Lessee has
      failed to renew the Letter of Credit at least thirty (30) days prior to its
      stated expiration date. The Letter of Credit shall be valid for an initial
      period of one (1) year from and after the date of its issuance and, by its
      express terms, shall provide (i) that its term shall automatically be extended
      for successive one (1) year periods unless at least thirty (30) days prior
      to
      the expiration of the initial one year term or any one year extension (as
      applicable) the issuer provides Lessor with written notification that it will
      not be extended, and (ii) that Lessor may assign (whether by way of outright
      or
      collateral assignment) all or any portion of its interest in the Letter of
      Credit to Mortgagee or any other person (including, without limitation, any
      third party purchaser).





(c)  Upon
      the
      date Lessee files its 10K report for fiscal year 2007, and upon each subsequent
      filing of its 10K report thereafter, if according to such 10K report, Lessee
      then has (i) a Tangible Net Worth of at least $20 million and (ii) $10 million
      of EBITDA, then Lessor shall release $88,500.00 of the Security Deposit each
      year Lessee meets such criteria. For the purposes of this Lease, “Tangible Net
      Worth” shall mean at any date Lessee's total stockholders' equity as shown on
      Lessee’s most recent form 10-K, less any amount reported as goodwill, all as
      determined in accordance with GAAP. EBITDA shall mean earnings before the
      deduction of interest expenses, taxes, depreciation and amortization. This
      potential annual reduction of the Security Deposit will continue so long as
      there is no prior uncured Event of Default and until such time that the Security
      Deposit is reduced to $264,450. If at any time Lessee is not a publicly traded
      company, then Tangible Net Worth and EBITDA shall be determined based on
      Lessee’s most recent audited annual financial reports.




-31-







**Section
      9.17**  **Intentionally
      Deleted.**




**Section
      9.18**  **Intentionally
      Deleted** .




**Section
      9.19**  **Short
      Form Memorandum of Lease.** Upon
      Lessor’s or Lessee’s request, the parties shall record a “short form” Memorandum
      of Lease identifying the Term granted to Lessee by this Lease, and any other
      terms to which the parties may agree. Any recording costs associated with the
      memorandum or short form of this Lease shall be borne by Lessee. Upon the
      expiration or earlier termination of this Lease, Lessee shall promptly execute
      and deliver to Lessor an instrument, in recordable form, wherein Lessee
      acknowledges the expiration or earlier termination of this Lease. Upon transfer
      or conveyance of the Premises by Lessor, Lessee agrees to execute an amendment
      to the memorandum indicating the change of Lessor.




**Section
      9.20**  **Intentionally
      Deleted.**




**Section
      9.21**  **Brokers.** Lessor
      and Lessee mutually represent and warrant to each other that it dealt with
      no
      real estate brokers in the transactions contemplated by this Lease, and that
      no
      brokerage fees, commissions, or other remuneration of any kind are due in
      connection herewith. Lessor shall forever indemnify and hold harmless Lessee
      against and in respect of any and all claims, losses, liabilities and expenses,
      including, without limitation, reasonable attorney’s fees and court costs, which
      Lessee may incur on account of any claim by any broker or agent or other person
      on the basis of any arrangements or agreements made or alleged to have been
      made
      by or on behalf of Lessor in respect to the transactions herein contemplated.
      Lessee shall forever indemnify and hold harmless Lessor against and in respect
      of any and all claims, losses, liabilities and expenses, including, without
      limitation, reasonable attorney’s fees and court costs, which Lessor may incur
      on account of any claim by any broker or agent or other person on the basis
      of
      any arrangements or agreements made or alleged to have been made by or on behalf
      of Lessee in respect to the transactions herein contemplated. The provisions
      of
      this Section shall survive expiration or termination of this Lease.




**Section
      9.22**  **Waiver
      of Jury Trial.** Lessor
      and Lessee each hereby expressly, irrevocably, fully and forever release, waive
      and relinquish any and all right to trial by jury.




**Section
      9.23**  **No
      Partnership.** Nothing
      herein contained shall be deemed or construed either by the parties hereto,
      or
      by a third party, to create a relationship between the parties of principal
      and
      agent, partnership, or joint venture. None of computation of rent, or any other
      provision contained herein, or any acts of the parties hereto, shall be deemed
      to create any relationship between the parties hereto other than the
      relationship of landlord and tenant.




-32-




**Section
      9.24**  **No
      Construction Against Drafter** .
      Each of
      the parties hereto acknowledges that it is sophisticated and experienced in
      transactions of the nature contemplated hereby and that it has been represented
      by counsel of its choosing in connection herewith; accordingly, each party
      hereto waives to the fullest extent permitted by law the application of any
      law
      or rule of construction requiring that this Lease be construed or interpreted
      against the drafting party or in favor of the non-drafting party.




**Section
      9.25 Security Interest and Security Agreement** .
      This
      Lease shall also create a security interest in, and Lessee hereby grants to
      Lessor a security interest in, all sums on deposit with Lessor (or Lessor’s
      Mortgagee, as applicable) pursuant to the provisions of this Lease, including,
      but not limited to, the Tax Escrow Payments, the Insurance Escrow Payments,
      and
      the Security Deposit (said funds and accounts are hereinafter referred to
      collectively as the “ **Collateral** ”).
      This
      Lease constitutes a security agreement between Lessee and Lessor with respect
      to
      the Collateral in which Lessor is granted a security interest hereunder, and,
      cumulative of all other rights and remedies of Lessor hereunder, Lessor shall
      have all of the rights and remedies of a secured party under the Uniform
      Commercial Code. “Uniform Commercial Code” means the Uniform Commercial Code as
      now or hereafter in effect in the state where the Premises is located; provided
      that, in the event that, by reason of mandatory provisions of law, any or all
      of
      the attachment, perfection or priority of, or remedies with respect to, the
      Lessor's security interest in any Collateral is governed by the Uniform
      Commercial Code as enacted and in effect in a jurisdiction other than such
      state, the term “Uniform Commercial Code” shall mean the Uniform Commercial Code
      as enacted and in effect in such other jurisdiction solely for purposes of
      the
      provisions thereof relating to such attachment, perfection, priority or remedies
      and for purposes of definitions related to such provisions. Lessee hereby agrees
      to execute and deliver on demand and hereby irrevocably constitutes and appoints
      Lessor the attorney-in-fact of Lessee to execute and deliver and, if
      appropriate, to file with the appropriate filing officer or office such security
      agreements, financing statements, continuation statements or other instruments
      as Lessor may request or require in order to impose, perfect or continue the
      perfection of the lien or security interest created hereby. Lessee hereby
      authorizes Lessor at any time and from time to time to file any initial
      financing statements, amendments thereto and continuation statements with or
      without the signature of Lessee as authorized by applicable law, as applicable
      to all or part of the Collateral. For purposes of such filings, Lessee agrees
      to
      furnish any information requested by the Lessor promptly upon request therefor
      by Lessor. Lessee also ratifies its authorization for the Lessor to have filed
      any like initial financing statements, amendments thereto or continuation
      statements, if filed prior to the date of this Lease. Lessee agrees to furnish
      Lessor with notice of any change in the name, identity, organizational
      structure, residence, state of incorporation, state of organization or state
      of
      formation or principal place of business or mailing address of Lessee within
      ten
      (10) days of the effective date of any such change. Upon the occurrence of
      any
      Event of Default, Lessor shall have the rights and remedies as prescribed in
      this Lease, or as prescribed by general law, or as prescribed by any applicable
      Uniform Commercial Code, all at Lessor’s election.




**Section
      9.26**  **Radon
      Gas Disclosure.** Florida
      Statutes 404.056(5) requires the following statement: 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 health department.




-33-


IN
      WITNESS WHEREOF, the parties hereto have caused this Lease to be executed as
      of
      the date first above written.




LESSOR:NL
                VENTURES V PLANT CITY, L.P.By:
            NL
              Ventures V Plant City Management,
              L.L.C.,
              its
                sole General PartnerBy:Name:
                Peter S. CarlsenTitle:
              President












LESSEE:MODTECH
                  HOLDINGS, INC.,a Delaware corporationBy:Name:Title:





**EXHIBIT
      A**




**LEGAL
      DESCRIPTION OF LAND**





**EXHIBIT
      B**




**PERMITTED
      EXCEPTIONS**





**EXHIBIT
      C**




**BASIC
      RENT SCHEDULE**




The
      annual Basic Rent for the first Lease Year of the Term shall be **$491,160.00.**




The
      Basic
      Rent shall increase annually by 3.0% for the second Lease Year through the
      twentieth Lease Year. Basic Rent (in U.S. dollars) is payable as shown
      below:




**Lease
                Year**
            
            **Dates**
            
            **Annual
                Rent**
            
            **Monthly
                Rent**1
            
            November
                1, 2006 through October 31, 2007
            
            491,160.00
            
            40,930.002
            
            November
                1, 2007 through October 31, 2008
            
            505,894.80
            
            42,157.903
            
            November
                1, 2008 through October 31, 2009
            
            521,071.64
            
            43,422.644
            
            November
                1, 2009 through October 31, 2010
            
            536,703.79
            
            44,725.325
            
            November
                1, 2010 through October 31, 2011
            
            552,804.91
            
            46,067.086
            
            November
                1, 2011 through October 31, 2012
            
            569,389.05
            
            47,449.097
            
            November
                1, 2012 through October 31, 2013
            
            586,470.73
            
            48,872.568
            
            November
                1, 2013 through October 31, 2014
            
            604,064.85
            
            50,338.749
            
            November
                1, 2014 through October 31, 2015
            
            622,186.79
            
            51,848.9010
            
            November
                1, 2015 through October 31, 2016
            
            640,852.40
            
            53,404.3711
            
            November
                1, 2016 through October 31, 2017
            
            660,077.97
            
            55,006.5012
            
            November
                1, 2017 through October 31, 2018
            
            679,880.31
            
            56,656.6913
            
            November
                1, 2018 through October 31, 2019
            
            700,276.72
            
            58,356.3914
            
            November
                1, 2019 through October 31, 2020
            
            721,285.02
            
            60,107.0815
            
            November
                1, 2020 through October 31, 2021
            
            742,923.57
            
            61,910.3016
            
            November
                1, 2021 through October 31, 2022
            
            765,211.28
            
            63,767.6117
            
            November
                1, 2022 through October 31, 2023
            
            788,167.61
            
            65,680.6318
            
            November
                1, 2023 through October 31, 2024
            
            811,812.64
            
            67,651.0519
            
            November
                1, 2024 through October 31, 2025
            
            836,167.02
            
            69,680.5920
            
            November
                1, 2025 through October 31, 2026
            
            861,252.03
            
            71,771.00







The
      Basic
      Rent shall increase annually by 3.0% for any Extended Term and is payable as
      shown below:





**Lease
                Year**
            
            **Dates**
            
            **Annual
                Rent**
            
            **Monthly
                Rent**21
            
            November
                1, 2026 through October 31, 2027
            
            887,089.59
            
            73,924.1322
            
            November
                1, 2027 through October 31, 2028
            
            913,702.28
            
            76,141.8623
            
            November
                1, 2028 through October 31, 2029
            
            941,113.35
            
            78,426.1124
            
            November
                1, 2029 through October 31, 2030
            
            969,346.75
            
            80,778.9025
            
            November
                1, 2030 through October 31, 2031
            
            998,427.15
            
            83,202.26





**Lease
                Year**
            
            **Dates**
            
            **Annual
                Rent**
            
            **Monthly
                Rent**26
            
            November
                1, 2031 through October 31, 2032
            
            1,028,379.97
            
            85,698.3327
            
            November
                1, 2032 through October 31, 2033
            
            1,059,231.37
            
            88,269.2828
            
            November
                1, 2033 through October 31, 2034
            
            1,091,008.31
            
            90,917.3629
            
            November
                1, 2034 through October 31, 2035
            
            1,123,738.56
            
            93,644.8830
            
            November
                1, 2035 through October 31, 2036
            
            1,157,450.71
            
            96,454.23







**EXHIBIT
      D**




**SEVERABLE
      PROPERTY**




Severable
      Property shall include all apparatus, personal property, trade fixtures,
      inventory, equipment, machinery, fittings, furniture, furnishings, chattel,
      materials and supplies located on and used in, or related to Lessee’s business,
      including, but not limited to, existing cranes, mainframe computers, kitchen
      equipment and telephone and similar systems and articles of personal property
      of
      every kind and nature whatsoever, and any additions, replacements, accessions
      and substitutions thereto or therefor, and all proceeds of all of the foregoing,
      and all personal property set forth in the table consisting of seven (7) pages
      attached to this Exhibit D.




Severable
      Property shall not include
      the Improvements.






















































**EXHIBIT
      E**




**IMMEDIATE
      REPAIRS**












**EXHIBIT
      F**




**LANDLORD’S
      WAIVER AND CONSENT**




**THIS
      LANDLORD’S WAIVER AND CONSENT** (“ **Waiver
      and Consent** ”)
      is
      made and entered into as of this _____ day __________, 2006 by and between **NL
      VENTURES V PLANT CITY, L.P.,** a
      Texas
      limited partnership **** (“ **Landlord** ”),
      and **LAURUS
      MASTER FUND, LTD.** ,
      a
      Cayman Islands company (“ **Laurus** ”).




A.  Landlord
      is the owner of the real properly commonly known as 1602 Industrial Park Dr.,
      Plant City, Florida 33566, and particularly described in the Lease described
      below (the “Premises”).




B.  Landlord
      has entered into that certain Lease Agreement, attached hereto as **Exhibit
      A** ,
      dated
      of even date herewith (together with all amendments and modifications thereto
      and waivers thereof, the “ **Lease** ”)
      with
      Modtech Holdings, Inc., a Delaware corporation **** (“ **Company** ”),
      with
      respect to the Premises.




C.  Laurus
      has entered into a Security Agreement (the “ **Security
      Agreement** ”)
      with
      Company and certain of Company’s affiliates, and to secure the obligations
      arising under such Security Agreement, Company has granted to Laurus a security
      interest in and lien upon certain assets of Company, including, without
      limitation, all of Company’s cash, cash equivalents, goods, inventory,
      machinery, equipment, and furniture and trade fixtures (such as equipment bolted
      to floors), together with all additions, substitutions, replacements and
      improvements to, and proceeds of, the foregoing, but excluding any of
      the items listed on **Exhibit
      B** attached
      hereto (collectively, the “ **Collateral** ”).




**NOW,
      THEREFORE** ,
      in
      consideration of any financial accommodations extended by Laurus to Company
      and/or its affiliates at any time, and other good and valuable consideration
      the
      receipt and sufficiency of which is hereby acknowledged, the parties agree
      as
      follows:




1.  Landlord
      acknowledges that (a) the Lease is in full force and effect and (b) Landlord
      is
      not aware of any existing default under the Lease.




2.  Landlord
      will use its best efforts to provide Laurus with written notice of any default
      by Company under the Lease resulting in termination of the Lease (a
“ **Default
      Notice** ”).
      Laurus shall have at least fifteen (15) days following receipt of such Default
      Notice to cure such default, but Laurus shall not be under any obligation to
      cure any default by Company under the Lease. No action by Laurus pursuant to
      this Waiver and Consent shall be deemed to be an assumption by Laurus of any
      obligation under the Lease, and, except as provided in paragraphs 6 and 7 below,
      Laurus shall not have any obligation to Landlord.




3.  Landlord
      acknowledges the validity of Laurus’ lien on the Collateral and, until such time
      as the obligations of Company to Laurus are indefeasibly paid in full, Landlord
      subordinates to Laurus any interest in the Collateral, and Landlord agrees
      not
      to distrain or levy upon any Collateral or to assert any landlord lien, right
      of
      distraint or other claim against the Collateral for any reason.







4.  Prior
      to
      receipt of a Default Notice, Laurus or its representatives or invitees may,
      with
      reasonable notice to Landlord (provided that such notice shall not be required
      in the event Laurus reasonably believes such access is necessary to preserve
      or
      protect the Collateral), enter upon the Premises at any time without any
      interference by Landlord to inspect or remove any or all of the Collateral,
      including, without limitation, by public auction or private sale pursuant to
      the
      provisions of paragraph 7 below.




5.  Upon
      receipt of a Default Notice, Landlord will permit Laurus and its representatives
      and invitees to occupy and remain on the Premises; provided ,
      that
      (a) such period of occupation (the “ **Disposition
      Period** ”)
      shall
      not exceed ninety (90) days following receipt by Laurus of a Default Notice
      or
      if the Lease has expired by its own terms (absent a default thereunder) up
      to
      thirty (30) days following such expiration; (b) for the actual period of
      occupancy by Laurus, Laurus will pay to Landlord the rent, utilities and taxes
      due under the Lease, pro-rated on a per diem basis determined on a 30-day month,
      and shall provide Landlord with a certificate of insurance naming Landlord
      as an
      additional insured covering property damage and personal injury arising on
      the
      Premises from such removals by Laurus of any Collateral therefrom; and (c)
      such
      amounts paid by Laurus to Landlord shall exclude any rent adjustments, indemnity
      payments or similar amounts for which the Company remains liable under the
      Lease
      for default, holdover status or other similar charges. If any injunction or
      stay
      is issued that prohibits Laurus from removing the Collateral, the commencement
      of the Disposition Period will be deferred (or, if the Disposition Period has
      started, it will stop) until such injunction or stay is lifted or removed with
      respect to Laurus. Notwithstanding the foregoing sentence, Laurus shall be
      obligated to pay the items set forth in (b) above during the Disposition Period
      (and any deferment or postponement of same) unless both Laurus is stayed from
      removing the Collateral and Landlord is stayed from re-letting the Premises.
      If
      Laurus fails to remove the Collateral by the end of the Disposition Period,
      then
      Landlord shall have the right to remove there from any Collateral remaining
      on
      the Premises at the end of the Disposition Period and to store such Collateral
      at Laurus’s cost and expense unless and until Laurus shall notify Landlord in
      writing of Laurus’s abandonment of such Collateral. If Laurus delivers such a
      written notice of abandonment of such Collateral to Landlord, then such
      Collateral shall be deemed abandoned by Laurus and Landlord shall be entitled,
      though not obligated, to dispose of the Collateral in any manner it sees fit
      with no compensation or liability whatsoever to Laurus or Company.




6.  During
      any Disposition Period, (a) Laurus and its representatives and invitees may
      inspect, repossess, remove and otherwise deal with the Collateral, and Laurus
      may advertise and conduct public auctions or private sales of the Collateral
      at
      the Premises, in each case without interference by Landlord or liability of
      Laurus to Landlord, so long as Laurus fulfills its obligations hereunder; and
      (b) Laurus shall make the Premises available for inspection by Landlord and
      prospective tenants and shall cooperate in Landlord’s reasonable efforts to
      re-lease the Premises. If Laurus conducts a public auction or private sale
      of
      the Collateral at the Premises, Laurus shall use reasonable efforts to notify
      Landlord first and to hold such auction or sale in a manner which would not
      unduly disrupt Landlord’s or any other tenant’s use of the
      Premises.







7.  Laurus
      shall promptly repair, at Laurus’ expense, or reimburse Landlord for any
      physical damage to the Premises actually caused by the conduct of such auction
      or sale and any removal of Collateral by or through Laurus (ordinary wear and
      tear excluded). Laurus shall not be liable for any diminution in value of the
      Premises caused by the absence of Collateral removed, and Laurus shall not
      have
      any duty or obligation to remove or dispose of any Collateral or any other
      property left on the Premises by Company.




8.  All
      notices hereunder shall be in writing, sent by certified mail, return receipt
      requested or by telecopy with verified receipt, to the respective parties at
      the
      addresses set forth on the signature page hereto or at such other address as
      the
      receiving party shall designate in writing.




9.  This
      Waiver and Consent may be executed in any number of several counterparts, shall
      be governed and controlled by, and interpreted under, the laws of the State
      of
      New York, and shall inure to the benefit of Laurus and its successors and
      assigns and shall be binding upon Landlord and its successors amid assigns
      (including any transferees of the Premises).




[Signature
      Page to Follow]







IN
      WITNESS WHEREOF, this Landlord’s Waiver and Consent is entered into as of the
      date first set forth above.


**“LANDLORD”****NL
                VENTURES V PLANT CITY, L.P.,**
              a
                Texas limited partnershipBy:
            NL
                Ventures V Plant City Management,
              L.L.C.,
                a Texas limited liability company,
              its
                sole General PartnerBy:Name: Peter S. Carlsen
              Title: PresidentAddress: c/o AIC Ventures8080
                N. Central Expressway
              Suite
                1220
              Dallas,
                Texas 75206
              Telephone:
                214-363-5620
              Facsimile:
                214-363-4968




**“LAURUS”****LAURUS MASTER FUND,
              LTD.**By:Name:Title:Address:c/o
                Laurus Capital Management, LLC825
                Third Avenue, 14thFloor
              New
                York, New York 10022
              Attention:
                John E. Tucker, Esq.Telephone:(212) 541-5800
              Facsimile:
                (212) 541-4434









EXHIBIT
      A




LEASE




(see
      attached)







EXHIBIT
      B




EXCLUDED
      PROPERTY




All
      of
      the following, to the extent situated on the Premises or used (or useful) in
      the
      operation, maintenance or repair of the Premises: gas and electric fixtures,
      appliances and wiring; boilers, water chillers (for heating, ventilating and
      air
      conditioning), elevators, escalators, incinerators, motors, dynamos, heating
      and
      air conditioning equipment; mechanical and air handling equipment; lighting
      fixtures; doors and door frames; sinks, water closets, basins, pipes, electrical
      systems, faucets, fire prevention and extinguishing apparatus; central music
      and
      public address systems; burglar alarms, security systems and surveillance
      equipment; shades, awnings, screens and window blinds; rugs, carpets and other
      floor coverings; drapes and curtains; and décor equipment.