Exhibit 10.27


 


FIRST AMENDMENT TO LEASE


 


THE FIRST AMENDMENT TO LEASE is made and entered into as of April 25th,
2005, by and between UNUM LIFE INSURANCE COMPANY OF AMERICA, a Maine
corporation having its principal office at 2211 Congress Street, Portland, Maine
04122-0590, hereinafter called “Landlord”, and Information Services Extended,
Inc., a Florida corporation, having its principal office at 6301 N.W. 5th
Way, Suite 4000, Fort Lauderdale, Florida, 33309 hereinafter called “Tenant”.


 


RECITALS:


 


A.                                   Landlord’s
and Tenant entered into a certain Lease dated as of July 19, 2001 and
Commencement Notice dated April 23rd, 2002 (the “Lease”), for the
lease of certain Premises, Suite 4000, containing approximately 19,822 rentable
square feet, (the “Leased Premises”) located in the building known by the name
and address of Lakeside Plaza, 6301 N.W. 5th Way, Fort Lauderdale,
Florida 33309 (the “Building”).


 


B.                                     The
term of the Lease is scheduled to expire on June 30, 2006.


 


C.                                     Tenant
desires to extend the lease term for their Leased Premises in as-in condition
on the terms and conditions hereinafter set forth.


 


NOW, THEREFORE, in consideration
of the mutual covenants contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
the parties hereto, Landlord and Tenant hereby agree that the Lease shall be
and hereby is amended as follows:


 


1.                                       Unless
specifically defined herein or the context clearly requires a different
meaning, the capitalized words and phrases used herein shall have the meanings
ascribed to them in the Lease.


 


2.                                       Effective
April 1, 2005, the Base Rent will be reduced to $15.00 per square foot per
annum ($24,777.50 per month). Additional Rent and Sales Tax shall be payable
per the Lease, as amended herein. The Base Rent shall increase by four (4%)
percent on April 1, 2006 and on each annual anniversary thereof.


 


3.                                       The
term is hereby extended to June 30, 2009, three (3) years beyond the expiration
date set forth in the Lease.


 


4.                                       If
during the Term the Building is not substantially occupied (which shall mean
occupancy of ninety-five percent (95%) of the square feet of rentable area of
commercial office space in the Building), or if by reason of partial operation
of the Building all variable Building Operating Costs for a calendar year
(including a partial year) have not been incurred, variable Building Operating
Costs shall be adjusted for that year to an amount which Landlord estimates, in
Landlord’s reasonable judgment, would have been incurred had the Building been
substantially occupied and in full operation during that year. The statement of
Building Operating Costs shall indicate the occupancy percentage of the
Building by month. The variable Building Operating Costs include electricity, water/sewer,
supplies, trash removal, janitorial services, all categories of repair and
maintenance, property management and extermination. In no event shall Lessor be
entitled to receive more than 100% of actual building operating costs pursuant
to this Paragraph 4.


 


5.                                       Tenant
shall remove all cabling and wiring installed on its behalf from the ceiling
plenum at Tenant’s sole cost and expense at Lease expiration.


 


6.                                       Tenant
shall receive reimbursement from Landlord for up to $50,000 towards the cost of
carpet, paint, or other limited improvements in the space provided said work is
performed no later than December 31, 2006. Should said improvements consist of
anything other than paint and carpet, then Tenant must obtain Landlord’s prior
approval. All work must be performed by contractors approved by Landlord and
completed in a manner that meets all governmental requirements and building
codes. Tenant must submit paid invoices and lien waivers from Tenant’s vendors,
and allow Landlord the right to inspect the work in order to receive the
reimbursement provided herein.


 


7.                                       Tenant
shall be granted an option to renew for a two (2) year period upon at least
nine (9) months advance written notice to the Landlord. Base Rent in the first
year shall be at 104% of the previous year’s Base Rent. Subsequent years shall
escalate at a fixed four percent (4%) per annum.


 


 


1












 


8.                                       This
Lease and the Exhibit attached hereto and forming a part thereof, as if fully
set forth herein, constitute all the covenants, promises, agreements,
conditions and understandings between Landlord and Tenant concerning the
Premises and the Building and there are no covenants, promises, conditions or
understandings, either oral or written, between them other than are herein set
forth. Neither Landlord or Landlord’s agents have made nor shall be bound to
any representations with respect to the Premises or the Building except as
herein expressly set forth, and all representations, either oral or written,
shall be deemed to be merged into this Lease. Except as herein otherwise
provided, no subsequent alteration, change or addition to this Lease shall be
binding upon Landlord or Tenant unless reduced to writing and signed by them.


 


9.                                       Except
as expressly set forth herein, the Lease shall remain in full force and effect,
in accordance with its terms, covenants and conditions, which are hereby
reaffirmed.


 


IN WITNESS WHEREOF, Landlord and Tenant have executed this FIRST
AMENDMENT TO LEASE as of the date set forth in the first paragraph above.


 


	
  Witness:

  	
  Landlord:

  
	
   

  	
   

  
	
  [ILLEGIBLE]

  	
   

  	
  UNUM LIFE INSURANCE COMPANY OF AMERICA

  
	
   

  	
   

  
	
  [ILLEGIBLE]

  	
   

  	
  By:

  	
  /s/ Shelley Stuart Carvel

  
	
   

  	
   

  	
  Name:  Shelley
  Stuart Carvel

  
	
   

  	
   

  	
  Assistant Vice President

  
	
   

  	
   

  
	
  Witness:

  	
  Tenant:

  
	
   

  	
   

  
	
  [ILLEGIBLE]

  	
   

  	
  INFORMATION SERVICES EXTENDED, INC.

  
	
   

  	
   

  
	
  [ILLEGIBLE]

  	
   

  	
  By:

  	
  /s/ Kenneth L. Mayer

  
	
   

  	
   

  	
  Name:  Kenneth
  L. Mayer

  
	
   

  	
   

  	
  Title:  Dir.
  of Operations

  



 


 


2

















 


THE


PARMENTER


COMPANY


A Real
Estate Advisory & Investment Services Company


 


6301 N.W. 5th Way


Suite 2800


Ft. Lauderdale, Florida
33309


Telephone 954/938.7005


Facsimile 954/938.9345


 


COMMENCEMENT NOTICE


 


This
Commencement Notice is delivered this 23rd day of April, 2002 by
UNUM Life Insurance Company of America, (“Landlord”) to Information Services
Extended, Inc. (the “Tenant”), pursuant to the provisions of Section 3.B of
that certain Lease Agreement (the “Lease”), dated July 19th, 2001,
by and between Landlord and Tenant covering certain space in the Building known
as Lakeside Plaza, Fort Lauderdale, Florida. All terms used herein with their
initial letter capitalized shall have the meaning assigned to such terms in the
Lease.


 


WITNESSETH:


 


1.                                       The Building, the Premises, the Common Areas,
and all other Improvements required to be construed and furnished by Landlord
in accordance with the terms of the Lease have been satisfactory completed by
the Landlord and accepted by the Tenant.


 


2.                                       The Premises have been delivered to, and
accepted by, the Tenant, subject to completion of

“punch list” items if any.


 


3.                                       The Commencement Date of the Lease is July 1,
2001; the Expiration Date is the 30th day of June 2006.


 


4.                                       The Premises consists of 19,622 Rentable
square feet of Rentable Area on the fourth (4th) floor of the Building. A common area factor
of 16% is included.


 


5.                                       Adjusted Base Rent is $30,228.55 for Year 1.


Additional
Rent applies to the provisions of the Lease relating to Expenses in excess of
Base Year


Expenses
and annual rent adjustments.


 


6.                                       Remittance of the foregoing payments shall be
made on the first day of each month in accordance with the terms and conditions
of the Lease at the following address:


 




	
  UNUM Life Insurance Company
  of America

  
	
  C/O The Parmenter Company

  
	
  6301 NW 5th Way

  
	
  Suite 2800

  
	
  Ft. Lauderdale, FL 33309

  






 


IN WITNESS WHEREOF, this
Instrumentat has been duly executed by Landlord as the date first written above.


 


	
   

  	
  [TENANT]

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ S. Klein

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  S. Klein - CFO

  	
   

  
	
   

  	
   

  
	
   

  	
  [LANDLORD]  UNUM
  Life Insurance Company of America

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Shelley Stuart
  Carvel

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  SHELLEY
  STUART CARVEL

  	
   

  
	
   

  	
   

  	
  ASSISTANT
  VICE PRESIDENT

  	
   

  



 


MIAMI  •  FT.
LAUDERDALE  •  BOCA
RATON  •  WEST
PALM BEACH  •  TAMPA  •  ORLANDO  •  ATLANTA


 

















 


LAKESIDE
PLAZA


 


OFFICE
LEASE AGREEMENT


 




	
  LESSOR:

  	
   

  	
  UNUM Life Insurance Company of America

  
	
   

  	
   

  	
   

  
	
  LESSEE:

  	
   

  	
  Information Services Extended, Inc.

  
	
   

  	
   

  	
   

  
	
  DATE:

  	
   

  	
  July 19, 2001

  	
   

  






 

















 


LEASE INDEX


 


 


	
  Section 1.

  	
   

  	
  Basic Data

  	
  1

  
	
  Section 2.

  	
   

  	
  Premises

  	
  2

  
	
  Section 3.

  	
   

  	
  Term

  	
  2

  
	
  Section 4.

  	
   

  	
  Prepaid Rent

  	
  2

  
	
  Section 5.

  	
   

  	
  Permitted Use

  	
  2

  
	
  Section 6.

  	
   

  	
  Lessee’s Covenants as to
  Use and Occupancy

  	
  2

  
	
  Section 7.

  	
   

  	
  Microwave Transmission

  	
  3

  
	
  Section 8.

  	
   

  	
  Requirements of Law

  	
  3

  
	
  Section 9.

  	
   

  	
  Fixed Annual Rent

  	
  4

  
	
  Section 10.

  	
   

  	
  Sales and Use Tax

  	
  4

  
	
  Section 11.

  	
   

  	
  Real Estate Taxes and
  Assessments

  	
  4

  
	
  Section 12.

  	
   

  	
  Lessee to Bear
  Proportionate Share of Common Costs

  	
  5

  
	
  Section 13.

  	
   

  	
  Use of Building Common
  Areas

  	
  6

  
	
  Section 14.

  	
   

  	
  License to Use Common Areas

  	
  6

  
	
  Section 15.

  	
   

  	
  Name of Building

  	
  6

  
	
  Section 16.

  	
   

  	
  Construction of Premises

  	
  6

  
	
  Section 17.

  	
   

  	
  Condition of Premises

  	
  7

  
	
  Section 18.

  	
   

  	
  Alterations

  	
  7

  
	
  Section 19.

  	
   

  	
  Liens

  	
  7

  
	
  Section 20.

  	
   

  	
  Changes to Building and Building Common Areas

  	
  8

  
	
  Section 21.

  	
   

  	
  Repairs

  	
  8

  
	
  Section 22.

  	
   

  	
  Eminent Domain

  	
  8

  
	
  Section 23.

  	
   

  	
  Damage and Destruction

  	
  9

  
	
  Section 24.

  	
   

  	
  Quiet Enjoyment

  	
  9

  
	
  Section 25.

  	
   

  	
  Right of Entry

  	
  9

  
	
  Section 26.

  	
   

  	
  Services and Utilities

  	
  10

  
	
  Section 27.

  	
   

  	
  Excuse of Lessor’s Performance

  	
  10

  
	
  Section 28.

  	
   

  	
  Assignment or Subletting

  	
  10

  
	
  Section 29.

  	
   

  	
  Lessee’s Default

  	
  11

  
	
  Section 30.

  	
   

  	
  Lessor’s Default

  	
  11

  
	
  Section 31.

  	
   

  	
  Legal Expenses

  	
  12

  
	
  Section 32.

  	
   

  	
  Insurance

  	
  12

  
	
  Section 33.

  	
   

  	
  Indemnification of Lessor

  	
  13

  
	
  Section 34.

  	
   

  	
  Indemnification of Lessee

  	
  13

  
	
  Section 35.

  	
   

  	
  Loss and Damage

  	
  13

  
	
  Section 36.

  	
   

  	
  End of Term

  	
  14

  
	
  Section 37.

  	
   

  	
  Signs

  	
  14

  
	
  Section 38.

  	
   

  	
  Notices

  	
  14

  
	
  Section 39.

  	
   

  	
  Security Deposit

  	
  14

  
	
  Section 40.

  	
   

  	
  Non-Waiver

  	
  14

  
	
  Section 41.

  	
   

  	
  Subordination andAttornment

  	
  14

  
	
  Section 42.

  	
   

  	
  Estoppel Certificates

  	
  15

  
	
  Section 43.

  	
   

  	
  Relocation and Removal of Lessee

  	
  15

  
	
  Section 44.

  	
   

  	
  Rules and Regulations

  	
  15

  
	
  Section 45.

  	
   

  	
  Broker

  	
  15

  
	
  Section 46.

  	
   

  	
  No Recording

  	
  15

  
	
  Section 47.

  	
   

  	
  Parking

  	
  15

  
	
  Section 48.

  	
   

  	
  Construction of Language

  	
  15

  
	
  Section 49.

  	
   

  	
  Lessor’s Consent

  	
  15

  
	
  Section 50.

  	
   

  	
  Liability
  of Lessor

  	
  15

  
	
  Section 51.

  	
   

  	
  Time of Essence

  	
  16

  
	
  Section 52.

  	
   

  	
  Accord
  and Satisfaction

  	
  16

  
	
  Section 53.

  	
   

  	
  Entire Agreement

  	
  16

  
	
  Section 54.

  	
   

  	
  Amendment

  	
  16

  
	
  Section 55.

  	
   

  	
  Radon Disclosure

  	
  16

  
	
  Section 56.

  	
   

  	
  Waivers by Lessee

  	
  16

  
	
  Section 57.

  	
   

  	
  Waiver
  of Jury Trial

  	
  16

  
	
  Section 58.

  	
   

  	
  No lien on personal
  property of Lessee

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE OF EXHIBITS:

  	
   

  
	
  EXHIBIT “A”

  	
   

  	
  SITE PLAN OF PREMISES

  
	
  EXHIBIT “B”

  	
   

  	
  LESSOR’S WORK

  
	
  EXHIBIT “C”

  	
   

  	
  RULES AND REGULATIONS

  
	
  EXHIBIT “D”

  	
   

  	
  RENT ESCALATION SCHEDULE

  
	
  EXHIBIT “E”

  	
   

  	
  LESSEE’S WORK

  
					



 

















 


STANDARD
FORM OF OFFICE LEASE FOR


LAKESIDE
PLAZA OFFICE BUILDING


 


THIS
LEASE is made as of the 19th day of July, 2001 between UNUM LIFE
INSURANCE COMPANY OF AMERICA, a Maine corporation, as Lessor, and Information
Services Extended, Inc., a Florida corporation, as Lessee.


 


WITNESSETH:


 


SUMMARY OF LEASE PROVISIONS


 


Section
1. - BASIC DATA. Certain fundamental provisions of this Lease are presented in
this summary formal in this Section (sometimes hereinafter referred to as the “Summary”)
to facilitate convenient reference by the parties hereto. All references in
this Lease to the following terms shall be accorded the meanings or definitions
given in this Section, as though such meanings or definitions were fully set
forth throughout the text hereof. This Section, together with the terms herein
referenced, shall constitute an integral pan of this Lease.


 


	
  A.

  	
  Lessee’s Trade Name (if
  any):

  	
  N/A

  
	
   

  	
   

  	
   

  
	
  B.

  	
  Original Term:

  	
  Five (5) years

  
	
   

  	
  Anticipated Comm. Date:

  	
  July 1, 2001

  
	
   

  	
  Expiration Date:

  	
  June 30, 2006 (see Section
  3)

  
	
   

  	
   

  	
   

  
	
  C.

  	
  Lessee’s Suite No:

  	
  Suite 4000 (see Exhibit “A”)

  
	
   

  	
   

  	
   

  
	
  D.

  	
  Rentable Square Feet:

  	
  Approximately 19,000, re-measurement
  of actual square footage to be
  determined after demising of premises.

  
	
   

  	
   

  	
   

  
	
  E.

  	
  Initial Fixed Annual Rent:

  	
  (see Section 9 and Exhibit “D”)

  
	
   

  	
   

  	
   

  
	
  F.

  	
  Proportionate Share of
  Costs:

  	
  15.8% (sec Section 12)

  
	
   

  	
   

  	
   

  
	
  G.

  	
  Security Deposit:

  	
  $80,000.00
  (see Section 37)

  
	
   

  	
   

  	
   

  
	
  H.

  	
  Permitted Use:

  	
  general office
  administration and computer lab (see Section 5)

  
	
   

  	
   

  	
   

  
	
  I.

  	
  Lessor’s Notice Address:

  
	
   

  	
  Ms. Shelley Stuart Carvel, Assistant Vice President of Mortgages and
  Real Estate Investments

  
	
   

  	
  UNUM Life Insurance Company of America

  
	
   

  	
  2211 Congress Street-M284

  
	
   

  	
  Portland, Maine 04122

  
	
   

  	
   

  
	
  J.

  	
  Lessee’s Notice Address:

  
	
   

  	
  Attn: Mr. Steve Klein, CFO

  
	
   

  	
  Information Services Extended, Inc.

  
	
   

  	
  6301 N.W. 5th Way, Suite 4000

  
	
   

  	
  Ft. Lauderdale, FL 33309

  
	
   

  	
   

  
	
   

  	
  With a copy to:

  
	
   

  	
  Attn: Mr. Bruce March, Esq.

  
	
   

  	
  Akerman Senterfitt 

  
	
   

  	
  350 E. Las Olas Blvd., Suite 1600

  
	
   

  	
  Fort Lauderdale, FL 33301

  
	
   

  	
  (see Sec. 36)

  
	
   

  	
   

  
	
  K.

  	
  Broker’s Name and Address:

  
	
   

  	
  The Parmenter Company

  
	
   

  	
  2601 South Bayshore Drive

  
	
   

  	
  Suite 700

  
	
   

  	
  Miami, Florida 33133

  
	
   

  	
  (see Sec. 43)

  
	
   

  	
   

  
	
  L.

  	
  Reserved Parking:

  	
  None

  
	
   

  	
  Number of Space:

  	
  4 non-exclusive parking spaces per 1,000 square feet of leased space.

  
	
   

  	
   

  	
   

  
	
  M.

  	
  Guarantor:

  	
  None 

  
	
   

  	
  Guarantor’s Address:

  	
  N/A

  
	
   

  	
   

  	
   

  
	
  N.

  	
  Prepaid Rent:

  	
  First month’s gross rent ($44,257.65) (see Sec. 4)

  
				



 

















 


STANDARD PROVISIONS OF LEASE


 


Section 2. - PREMISES. Subject to the rent, terms and conditions herein
set forth, Lessor hereby leases to Lessee and Lessee hereby rents from Lessor
certain office space in that building now existing or hereafter to be
constructed and located at 6301 N.W. 5th Way, Ft. Lauderdale, Florida 33309,
and generally known as the Lakeside Plaza office building (hereinafter called
the “Building”), which office space is known or designated by the Suite
number(s) specified in Summary paragraph C, and located approximately as shown
on the site plan of premises annexed hereto as Exhibit “A” and made a part
hereof, having an approximate area equal to the number of Rentable Square Feet
specified in Summary paragraph D (which space is hereinafter called the “Premises”).


 


Sections
3. - TERM.


 


A.                                               Lessee shall have and hold the Premises for a
term commencing on the date determined in the manner provided in Subsection 3B.
below and expiring on the date specified in Summary paragraph B or until such
term shall sooner terminate as hereinafter provided


 


B.                                                 The term of this Lease (and Lessee’s
obligation to pay rent and all forms of additional rent due hereunder for all
of the Premises unless otherwise set forth herein) shall, commence upon the
anticipated Commencement Date specified in Summary paragraph B. The Parties
agree, if Lessor or Lessee so requests, thereafter to execute a written
memorandum confirming such Commencement Date as well as the expiration date of
this Lease, which memorandum shall become a part of this Lease. The failure of
the parties to excuse such memorandum shall not affect the validity of the
Commencement Date as fixed by the Lessor.


 


C.                                                 The adjacent space to the premises located on
the fourth floor shall be occupied by the Lessee during the demising of the
premises and construction thereof. The Premises shall be deemed Substantially
Ready For Occupancy on the date that a certificate of occupancy or equivalent
Instrument is issued with respect to the Premises by the County of Broward,
Florida, notwithstanding that minor punchlist or insubstantial details of construction,
decoration or mechanical adjustment remain to be performed.


 


D.                                                Lessor shall use best efforts to complete the
buildout of the Premises according to the plans approved by Lessor within 90
days after the permitting process is complete. If Lessor shall be unable to
complete such buildout within such 90 day period, because of the retention of
possession by any occupant thereof, delay caused by any alteration or
construction work, or for any other reason, other than Lessee’s negligence,
Lessee may terminate this Lease upon written notice to Lessor. Lessor shall not
be subject to any liability for such failure.


 


Section 4. – PREPAID RENT. On or before the execution of this Lease, Lessee
shall pay to Lessor the Prepaid Rent set forth under Section 1, Paragraph N
hereof, which shall not constitute a security deposit and shall be applied towards
the next rent payment due under this Lease.


 


Section 5. - PERMITED USE. It is understood that the Premises are to be
used solely for the purposes set forth in Summary paragraph H and for no other
purposes. Lessor represents and warrants to the best of its knowledge at the execution of this lease to Lessee
that the Premises are in compliance with all laws, codes, regulations and other
governmental requirements, including the Americans with Disabilities Act (the “ADA”).
If any governmental license or permit shall be required far the proper and
lawful conduct of Lessee’s business in the Premises, Lessee shall, at its
expense, duly procure and thereafter maintain such license or permit and shall
at all times comply with the terms and conditions of same. Lessor shall comply
with all presently existing and future laws, codes, regulations and other
governmental requirements, including without limitation the ADA requiring
changes, alterations or improvements
to the Premises, unless such legal requirement is solely and directly
necessitated by Lessee’s particular manner of use or occupancy of the Premises.


 


The Lessee shall be open, operational and ready to
conduct its business in the Premises on the Commencement Date.


 


Section
6. - LESSEE’S COVENANTS AS TO USE AND OCCUPANCY.


 


(A)                                        Lessee shall carry on its business on the
Premises in a reputable manner and shall not cause, permit or suffer to be done
or exist upon the Premises anything which shall result in a danger, hazard or
bring about a breach of any provision of this Lease or any applicable Requirement
(defined in Section 8 below).


 


(B)                                          Lessee shall be prohibited from conducting any
use, or making any modification, which would in any manner (i) violate any
certificate of occupancy for the Premises or the Building, or similar
governmental approval, (ii) cause structural injury to all or any part of the
Premises or to any improvements constructed thereon, (iii) constitute a public
or private nuisance; or (iv) violate building and zoning laws or deed
restrictions.


 


(C)                                         Lessee shall not use in the Premises any
traveling or flashing lights or signs or any loudspeakers, television,
phonographs, radio or other audio-visual or mechanical devices in a manner so
that they can be heard or seen outside the Premises without obtaining in each
case prior written consent of Lessor. If Lessee uses any such equipment without
receiving the prior written consent of Lessor, Lessor shall be entitled to
remove such equipment without notice at any time and at the cost of Lessee
payable as Additional Rent forthwith on demand.


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


2

















 


(D)                                          Lessee shall not burn any trash or garbage in
or about the Premises or anywhere else in the Building, nor cause, permit or
suffer upon the Premises or anywhere else in the Building any unusual or objectionable
noises or odors or anything which may disturb the enjoyment of the Building and
all the Common Areas and facilities thereof by other tenants, clients, customer
and invitees of the Building, or any adjacent property owners.


 


(E)                                            Lessee shall not overload any floor in the
Premises, pursuant to engineering specifications, or local building codes,
whichever is more restrictive, or any utility or service, or commit any act of
waste or damage any part of the Premises. Lessor reserves the right to
prescribe the weight limitations and position of all heavy equipment and
similar items, and to prescribe the reinforcing necessary, if any, which, in
the opinion of Lessor, may be required under the circumstances, such
reinforcing to be at Lessee’s expense.


 


(F)                                            Lessee shall (i) ship and receive supplies,
fixtures, equipment, furnishings, wares and merchandise only through the
appropriate service and delivery facilities provided by Lessor, (ii) not park
its trucks or other delivery vehicles or allow suppliers or others making
deliveries to or receiving shipments from the Premises to park in the parking
areas, except in those parts thereof as may from time to time be allocated by
Lessor for such purpose.


 


(G)                                           Lessee shall not cause, permit or suffer any
act, occurrence, or series of acts or occurrences upon the Premises which shall
cause the rate of insurance on the Premises and/or Building, or any part
thereof, to be cancelled, result in an increase in the premiums for coverages
of same or preclude the obtaining of such insurance.


 


Section 7. - MICROWAVE TRANSMISSION. Lessor shall have the absolute
right to regulate any emission or transmission of microwaves, radioactive
isotopes or other chemical or physical process which, in Lessor’s opinion, is
or can be detrimental to the health or physical well-being of other tenants,
clients, customers or invitees of the Building. If the Premises emits or
transmits any of the foregoing, then Lessor shall have the right to deem this
as harmful to the Building, in which event Lessee’s conduct or permissive
action shall be a nuisance, and Lessee, upon written notice from Lessor, shall immediately
abate such conduct or activity, or, within fifteen (15) days of receiving
notice from Lessor, demonstrate that no detrimental conduct exists, to the
satisfaction of Lessor. Lessor shall also have the absolute right to charge
rent for the installation and maintenance of transmission equipment.


 


Section
8. - REQUIREMENTS OF LAW


 


A.                                               Lessee shall not do, and shall not permit persons
within Lessee’s control to do, any act or thing in or upon the Premises or the
Building which will invalidate or be in conflict with the certificate of
occupancy for the Premises or the Building or violate any other zoning
ordinances, and rules and regulations of governmental or quasi-governmental
authorities having jurisdiction over the Premises or the Building (the “Requirements”).
Lessee shall, at Lessee’s sole cost and expense, take all action, including any
required Alterations necessary to comply with all Requirements (including, but
not limited to, applicable terms of the Broward County Building Code and the
Americans With Disabilities Act of 1990 (the “ADA”), each as modified and
supplemented from time to time) which shall impose any violation, order or duty
upon Lessor or Lessee arising from, or in connection with Lessee’s use or
manner of use of the Premises, or any installations in the Premises, or
required by reason of a breach of any of Lessee’s covenants or agreements under
this Lease, whether or not such Requirements shall now be in effect or hereafter
enacted or issued, and whether or not any work required shall be ordinary or
extraordinary or foreseen or unforeseen at the date hereof. Notwithstanding the
preceding sentence, Lessee shall not be obligated to perform any Alterations
necessary to comply with any Requirements, unless compliance shall be required
by reason of (i) Lessee’s particular use, manner of use or occupancy on behalf of
Lessee of the Premises, or (ii) any breach of any of Lessee’s covenants or
agreements under this Lease, or (iii) any wrongful act or omission by Lessee or
persons within Lessee’s control.


 


B.                                                 Lessee covenants and agrees that Lessee shall,
at Lessee’s sole cost and expense, comply at all times with all Requirements
governing the use, generation, storage, treatment and/or disposal of any “Hazardous
Materials” (which term shall mean any biologically or chemically active or
other toxic or hazardous wastes, pollutants or substances, including, without
limitation, asbestos, PCBs, petroleum products and by-products, substances
defined or listed as “hazardous substances” or “toxic substances” or similarly
identified in or pursuant to the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. § 9601 et seq., and as hazardous
wastes under the Resource Conservation and Recovery Act, 42 U.S.C. § 6010, et
seq., any chemical substance or mixture regulated under the Toxic Substance
Control Act of 1976, as amended, 15 U.S.C. § 2601, et seq., any “toxic
pollutant” under the Clean Water Act, 33 U.S.C. § 466 et seq., as amended, any
hazardous air pollutant under the Clean Air Act, 42 U.S.C. § 7401 et seq.,
hazardous materials identified in or pursuant to the Hazardous Materials
Transportation Act, 49 U.S.C. § 1802, et seq., and any hazardous or toxic
substances or pollutant regulated under any other Requirements). Lessee shall
agree to execute, from time to time, at Lessor’s request, affidavits, representations
and the like concerning Lessee’s best knowledge and belief regarding the presence
of Hazardous Materials in, on, under or about the Premises, the Building or the
land on which the Building is located. Lessee shall indemnify and hold harmless
Lessor, its officers, agents, successors and assigns (“Indemnities”) from and
against any loss, cost, damage, liability or expense (including attorneys’ fees
and disbursements) arising by reason of any clean up, removal, remediation,
detoxification action or any other activity required or recommended of any
Indemnities by any Governmental Authority by reason of the presence in or about


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


3

















 


the
Building or the Premises of any Hazardous Materials, as a result of or in
connection with the act or omission of Lessee or persons within Lessee’s
control or the breach of this Lease by Lessee or persons within Lessee’s
control. Lessor represents and warrants to the best of its knowledge at the
execution of this lease that the Premises do not presently contain and are free
from all Hazardous Materials. Lessor shall indemnify and hold harmless Lessee,
its officers, agents, successors and assigns from and against any loss, cost,
damage, liability or expense (including attorney’s fees and disbursements)
arising from the breach of the foregoing representation, and/or (a) Hazardous
Materials present on, in or under the Premises as a result of any discharge,
dumping or spilling (accidental or otherwise)
by Lessor onto the Premises. The foregoing covenants and indemnity shall
survive the expiration or any termination of this Lease.


 


C.                                              If either Lessee or Lessor shall receive
notice of any violation of, or defaults under, any Requirements, liens or other
encumbrances applicable to the Premises; the party receiving such notice shall
give prompt notice thereof to the other party hereunder.


 


D.                                              If any governmental license or permit shall be
required for the proper and lawful conduct of Lessee’s business and if the
failure to secure such license or permit would, in any way, affect Lessor or the Building, then Lessee, at Lessee’s
expense, shall promptly procure and thereafter maintain, submit for inspection
by Lessor, and at all times comply with the terms and conditions of, each such
license or permit.


 


Section
9. - FIXED ANNUAL RENT.


 


A.                                             Lessee hereby covenants and agrees to pay to
Lessor in lawful United States currency, together with any and all applicable
sales and use taxes levied upon the use and occupancy of the Premises as set
forth in Section 10, the Fixed Annual Rent specified in Summary paragraph E (as
adjusted pursuant to Exhibit D attached hereto and by this reference made a
part hereof) payable in equal monthly installments in advance, beginning on the
Commencement Date and continuing on the first day of each and every calendar
month thereafter during said term. All forms of rent due under this Lease shall
be paid to Lessor, without demand, setoff or deduction
whatsoever except as otherwise set forth herein at its offices as specified in
Summary paragraph J or at such other place as Lessor shall designate in writing
to Lessee. In the event that the Commencement Date is not the first day of a
month, Lessee shall pay the pro rata portion of the Fixed Annual Rent as well
as all forms of additional rent due hereunder for said month.


 


B.                                                Lessor shall have the same rights and remedies
with respect to additional rent as with respect to Fixed Annual Rent. The term “Rent”
is hereby defined to mean the Fixed Annual Rent and any additional rent or
other sums payable by Lessee under this Lease. In the event that any payment
due Lessor under this Lease shall not be paid on the due date, a late charge of
five-percent (5%) of the delinquent sum may be charged by Lessor. If any
installment of Rent shall remain overdue for more than fifteen (15) days, an
additional late charge in an amount equal to one and one-half percent (1 1/2%)
per month (18% percent per annum) of the delinquent amount may be charged by
Lessor, such Charge to be computed for the entire period for which the amount
is overdue and which is in addition to and not in lieu of the five percent (5%)
late charge or any other remedy available to Lessor. In the event that any
check, bank draft, order for payment or negotiable instrument given to Lessor
for any payment under this Lease shall be dishonored for any reason whatsoever
not attributable to Lessor, Lessor shall be entitled to make an administrative
charge to Lessee of Twenty-Five and 00/100 ($25.00) Dollars. Lessee recognizes
and agrees that the aforesaid charges represent, at the time this Lease is
made, a fair and reasonable estimate and liquidation of the costs of Lessor in
the administration of the Building resulting from the events described, which
costs are not contemplated or included in any rent or other charges provided to
be paid by Lessee to Lessor in this Lease. Any charges becoming due under this
paragraph of this Lease shall be deemed to be additional rent due hereunder and
shall become due with the next ensuing monthly payment of Fixed Annual Rent.


 


C.                                                The term “Lease Year” as used herein shall
mean consecutive twelve-month periods commencing on each January 1 during the
term of this Lease. In the event that the term of this Lease commences on a day
other than January 1, the first and last years shall be partial Lease Years and
in such case the first Lease Year shall be deemed to commence on the
Commencement Date and expire on December 31 next following, and the last Lease
Year shall be deemed to commence on the last January 1 occurring during the
term of this Lease and shall expire on the expiration date of this Lease.


 


Section
10. - SALES AND USE TAX. Lessee hereby covenants and agrees to pay monthly to
Lessor, as additional rent, any sales, use or other tax, or any imposition in
lieu thereof (excluding State and/or Federal Income Tax) now or hereafter
imposed upon the rents, use or occupancy by the United States of America, the State
of Florida, the County of Broward, or any political subdivision thereof,
notwithstanding the fact that such statute, ordinance or enactment imposing the
same may endeavor to impose the tax on Lessor.


 


Section
11. - REAL ESTATE TAXES AND ASSESSMENTS. Lessee shall pay as additional rent
during the term of this Lease its Proportionate Share, as provided in Summary
paragraph F of this Lease, of all ad valorem and real property taxes levied or
assessed by any lawful authority against all of the real property which is now
or hereafter becomes a part of the Lakeside Plaza office building, or Building
Common Areas, and such other costs and fees incurred by Lessor in contesting or
appealing any such taxes, assessments, or charges and/or negotiating with any
such lawful authority with respect. In the event any governmental authority
having jurisdiction shall levy any general or special assessment against the
real property which is now or hereafter becomes a part of the Lakeside Plaza
office building for public betterments or improvements, or if the property upon
which the Building


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


4

















 


or Building Common Areas are
located are subject to assessment by any property owner’s association, Lessee
shall also pay to Lessor as additional rent its Proportionate Share of such
assessments. Lessor shall have the option to take the benefit of any statute or ordinance
permitting any such assessments for public
betterments or improvements to be paid over a period of time, in which case
Lessee shall be obligated to pay only the said fraction of the installments of
any such assessments which shall become due and payable during the term of this
Lease. Lessor shall estimate the taxes and
assessments referred to in this Section and Lessee shall pay one-twelfth (1/12)
thereof monthly in advance, together with the payment of Fixed Annual Rent.
After the end of each Lease Year, Lessor shall furnish Lessee a statement of
the actual Taxes and assessments, and there shall be an adjustment between
Lessor and Lessee with payment to or repayment by Lessor, as the case may require,
to the end that Lessor shall receive the entire amount of Lessee’s
Proportionate Share for such annual period.
Notwithstanding contrary provisions, for any year in which the Building has not
been at least ninety-five (95%) percent occupied during the entire
year, taxes shall be based upon the amount of taxes which would have been
incurred if ninety-five (95%) percent of the office space in the Building bad
been occupied (and interior construction completed) during such year.


 


Section
12. - LESSEE TO BEAR
PROPORTIONATE SHARE OF COMMON COSTS.


 


A.                                           In each Lease Year or partial Lease Year, as
defined herein, Lessee will pay to Lessor, in addition to all other Rent
specified herein, and as additional rent, Lessee’s Proportionate Share of the “Building
Operating Costs”, as hereinafter defined. For the purpose of this Section, the “Building
Operating Costs” means the total cost and expense (as hereinafter defined)
incurred in operating, managing, and maintaining and repairing the Building
Common Areas, available for use
by Lessee and the employees, agents, servants, customers and other invitees of Lessee.
The items and charges comprising Building Operating Costs shall specifically
include, without limitation, gardening and landscaping, the cost of public
liability, property damage and other insurance, repairs, line painting, paving
and resurfacing, lighting, electricity, sewer and water allocable to the
Building Common Areas, sign maintenance, Building advertising, music systems,
sanitary control, removal of trash, rubbish, garbage and other refuse from the
leasable areas of the Building and the Building Common Areas, reasonable
operating reserves, janitorial services for the leasable areas of the Building
and the Building Common Areas, service and maintenance agreements for the leasable
areas of the Building and Building Common Areas, attorneys’ and accountants’
fees, and the cost of personnel, including management fees up to 5% of the
gross income, with all employment and normal retirement benefits incident
thereto, including without limitation, pension and medical and life insurance
benefits, to direct parking and to police the Building Common Areas, including
watchmen and security personnel, if such personnel are employed. Lessor shall have
the right with regard to any and all management and maintenance obligations of
Lessor under this Lease, to contract with such person(s) or entity or entities
for the performance and accomplishment of such of the obligations as Lessor
shall deem proper, including entities in which Lessor may hold an ownership or
other interest. The following costs and expenses are expressly excluded from
Building Operating Costs:


 


1.                                       Leasing commissions, rent concessions to
lessees, administrative charges, tenant improvements and advertising expenses;


 


2.                                       Expenditures for capital improvements, except
those which under generally accepted accounting principles are expenses or
regarded as deferred expenses and except for capital expenditures required by
law (including the ADA), in either of which cases the cost thereof shall be
included in expenses for the calendar year in which the costs are incurred and
subsequent years, appropriately allocated to such years on a straight-line
basis, to the extent that such items are amortized over an appropriate period,
but not more than ten years, with an interest factor equal to the prime rate, published
from time to time in the Money Section of the Wall Street Journal but in no
event greater than the highest rate of interest permitted to be charged by law
at the time of Lessor’s having incurred said expenditure;


 


3.                                       Painting, redecorating or other work which
Lessor performs for any lessee or prospective lessee of the Building other than
painting, redecorating or other work which is standard for the Building Common
Areas;


 


4.                                       Repairs or other work (including rebuilding)
occasioned by fire, windstorm or other casualty, condemnation, faulty
workmanship, faulty construction or structural or design defects;


 


5.                                       Depreciation;


 


6                                          Principal and interest payments or other fees
pursuant to any mortgages placed upon the Building by Lessor;


 


7.                                       Rent payable under any lease to which this
Lease is subject;


 


8.                                       Costs and Expenses of enforcing leases against
lessees or preparing new leases with existing or new lessees of the building,
including attorneys’ fees; and


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


5

















 


9.                                       Penalties for the late payment of any Real
Estate Taxes, or any cost, fees, fines or penalties, or interest thereon,
incurred due to violations of Lessor or any Lessee of the Building of any
governmental law, code, rule or regulation.


 


10.                                 Expenses incurred due to the gross negligence
or willful misconduct of Lessor or its agents,
employees or contractors, or due to the breach of this Lease by Lessor;


 


If
Lessor shall purchase any item of capital equipment or make any capital
expenditure designed to result in savings or reductions in any of the elements
of Building Operating Costs, then the costs for such capital equipment or
capital expenditure are to be included within the definition of “Building
Operating Costs” for the Lease Year in which the costs are incurred and
subsequent years, on a straight-line basis, to the extent that such items are
amortized over such period of time as reasonably can be estimated as the time
in which such savings or reductions in Building Operating Costs are expected to
equal Lessor’s costs for such capital equipment or capital expenditure, with an
interest factor equal to the prime rate, published from time to time in the
Money Section of the Wall Street Journal but in no event greater than the highest rate of interest permitted to be
charged by law at the time of Lessor’s having incurred said costs. If Lessor
shall lease any such item of capital equipment designed to result in savings or
reductions in Building Operating Costs, then the rentals and other costs paid
pursuant to such leasing shall be included in Building Operating Costs for the
year in which they are incurred.


 


B.                                     Lessee shall be informed as to Lessee’s
Proportionate Share of the Building Operating Costs which shall be based upon a
best estimate thereof, and Lessee shall pay one-twelfth (1/12) thereof monthly
in advance, together with the payment of Fixed Annual Rent. Within ninety (90)
days of the end of each Lease Year, Lessor shall furnish Lessee, a written
detailed, in writing statement of the actual Building Operating Costs. Lessee
shall have fifteen (15) days from receipt of such statement to review same and
to submit to Lessor in writing any objections of Lessee thereto. If no written
objections are received by Lessor within said fifteen (15) day period, such
statement shall be conclusively deemed to be correct as between the parties,
and there shall be an adjustment with payment by or refund or credit to Lessee,
as the case may require, to the end that Lessee shall bear the entire amount of
Lessee’s Proportionate Share for such period but not in excess thereof. Lessee
shall have right upon request no more than once in any calendar year to inspect
Lessor’s Books and Records and to perform an audit of Lessor’s operation of the
Building. In the event such audit shows an overstatement that exceeds 3%
5% of the sum previously billed
Lessee, Lessor shall also reimburse Lessee for all reasonable expenses of such
audit. Lessee covenants and agrees that Lessee shall remain liable for and
shall pay its Proportionate Building Operating Costs in the amounts and times
as set forth herein, notwithstanding the expiration or earlier termination of
this Lease. Lessee acknowledges that Building Operating Costs or any item or
component of assessment or charge thereunder may be made or assessed by either
Lessor and/or the owner or other entity controlling the Building Common Areas,
and Lessee shall pay such charge to the patty making such assessment.


 


Section
13. - USE OF BUILDING COMMON AREAS. The use and occupation by Lessee of the
Premises shall include the nonexclusive use, in common with others entitled
thereto, of the Building Common Areas, subject, however, to the terms and
conditions of this Lease and the rules and regulations for the use thereof as
prescribed from time to time by Lessor. Lessor shall (or shall cause the same
to be done) operate manage equip, light, repair, replace and maintain the
Building Common Areas in compliance with all laws and in a manner that is
consistent with the operation and maintenance of a similar or well maintained office
building. As used herein, the term “Building Common Areas” shall mean the areas,
building systems and facilities serving the Building or utilized in connection
therewith, as determined by Lessor, whether or not located directly on, within
or under the Building, which areas and facilities may include, without
limitation, internal malls, sidewalks and plazas, exhibit areas, storage and
mechanical areas, janitor rooms, mailrooms, telephone areas, elevators,
stairways, lobbies, waiting areas, truck and receiving areas, loading docks,
driveways, parking facilities, corridors and other areas for the nonexclusive use of lessees, and
agents, employees, customers and invitees of Lessees as such areas now exist or
as may hereafter be constructed for the benefit of or as a part of the
Building, and other facilities as may be designated from time to time by
Lessor. All Building Common Areas shall at all times be subject to the
exclusive control and management of Lessor, and Lessor shall have the full
right and authority to employ all personnel and to make all rules and
regulations as Lessor may in its sole discretion deem proper, pertaining to the
proper operation and maintenance of the Building Common Areas.


 


Section 14. - LICENSE TO USE COMMON AREAS. All Building Common Areas, as
constituted from time to time, which Lessee may be permitted to use and occupy,
are to be used and occupied under a license, revocable upon default after all
applicable notice and/or cure periods by Lessee under this Lease, and if such
license be revoked, or if the amount of such areas be temporarily closed or
permanently diminished, Lessee shall not be entitled to any compensation,
damages, or diminution or abatement of rent, nor shall such revocation or
diminution of such area be deemed a constructive or actual eviction.


 


Section 15. - NAME OF BUILDING. Lessor may adopt any name for the
Building and reserves the right to change the name and/or address of the
Building at any time, in its absolute and sole discretion.


 


Section 16. - CONSTRUCTION OF PREMISES.


 


A.                                  Lessor agrees that it will supply, at its own
expense, its standard office space, as more particularly described and set
forth on Exhibit “B” annexed hereto and made a part hereof (“Lessor’s Work”).


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


6

















 


 


B.                                     Lessee agrees to perform, at its own cost and expense, all work other
than Lessor’s Work, including without limitation that work, as particularly
described in Exhibit “E” annexed hereto (“Lessee’s Work”), which is necessary
to make the Premises conform with Lessee’s plans as approved by Lessor. Within
thirty (30) days after the execution of this Lease, Lessee shall furnish to
Lessor, for Lessor’s written approval, plans and specifications for the
Lessee’s Work, showing a layout, lighting plan, fixturing plan, interior finish
and material samples, and any work or equipment to be done or
installed by Lessee affecting any structural, mechanical or electrical part of
the Premises or the Building. Failure to provide same within said thirty (30)
day period shall constitute a default by Lessee under this Lease. Lessor’s
failure to disapprove of Lessee’s plans within fifteen (15) days of
receipt shall constitute acceptance by Lessor of such plans. Design elements as
aforesaid will be displayed in color renderings in such detail as may be
sufficient for Lessor’s needs. It is the purpose of this requirement that
Lessee’s Premises be fixtured, designed and laid out so as not to be a
detriment to the other tenants in the Building and that Lessee’s Work shall not
be detrimental to the Building or other tenants therein, and Lessor’s approval
of the plans and specifications as aforesaid for Lessee’s Work shall be at the
Lessor’s sole discretion. Lessee agrees and acknowledges that all Lessee’s
Work, improvements, alterations or additions performed by Lessee (hereinafter
collectively “Alterations”) whether pursuant to this Section or otherwise,
shall be carried out in compliance with all Requirements and is performed and
accomplished solely for the benefit and convenience of Lessee, and not for the benefit of Lessor, such Alterations
being nevertheless subject to each and every of the provisions of this Lease,.


 


Section 17. – CONDITION OF PREMISES. Except as to matters set forth
elsewhere herein (such as the representations set forth in Sections 5 and 8),
Lessee acknowledges that Lessor has made no representation or promise as to the
condition of the Premises, nor shall Lessor be required to conduct any
Alteration or improvement to the Premises, except as expressly set forth in
Exhibit “B” attached hereto (“Lessor’s Work”). In the event that Lessor’s Work
as provided in Exhibit “B” has been completed, or in the event that no work is
required of Lessor hereunder, Lessee expressly acknowledges that it has
inspected the Premises and is fully familiar with the condition thereof, and
Lessee agrees to accept the Premises in its “as-is” condition.


 


Section 18. – ALTERATIONS. 
Lessee shall make no decorations, additions, improvements or other
Alterations in the Premises costing in excess of  $10,000.00 or structural in nature, without
the prior written consent of Lessor, and then only at its sole cost and expense
and by contractors or mechanics and in such manner and with such materials as
may be approved by Lessor. All decorations, additions, improvements or other
Alterations to the Premises, except movable office furniture, and equipment
installed at the expense of Lessee, shall, unless Lessor elects otherwise in
writing, become the property of Lessor upon the installation thereof, and shall
be surrendered with the Premises at the expiration of this Lease. If requested
by Lessee in writing, Lessor shall designate at the time of its approval of any
request by Lessee for permission to make Alterations, additions or improvements
to the Premises, those items for which Lessor reserves the right to require
Lessee to remove upon the expiration or sooner termination of the term of this
Lease. Any such designation shall be in Lessor’s sole discretion, based upon
its reasonable judgment as to the probable effect of such Alteration, addition
or improvement upon Lessor’s ability to freely re-let the Premises upon the
expiration or sooner termination of the term of this Lease. If required by
Lessor in accordance with the foregoing, any such Alteration, addition or
improvement to the Premises shall be removed at Lessee’s expense upon the
expiration or sooner termination of the term of this Lease and Lessee, at its
expense, shall also repair any damage to the Premises caused by such removal
and restore the Premises to Building standard.


 


Section 19. - LIENS. Nothing contained in this Lease shall be
construed as a consent on the part of Lessor to subject the estate of Lessor to
liability under the Construction Lien Law of the States of Florida, it being
expressly understood that the Lessor’s estate shall not be subject to such
liability. Lessee shall strictly comply with the Construction Lien Law of the
State of Florida as set forth in Chapter 713, Florida Statutes. Lessee agrees
to obtain and deliver to Lessor prior to the commencement of any work or
Alteration or the delivery of any materials, written and
unconditional waivers of contractors’ liens with respect to the Premises or the
Building for all work, service or materials to be furnished at the request or
for the benefit of Lessee to the Premises. Such waivers shall be signed by all
architects, engineers, designers, contractors, subcontractors, materialmen and
laborers to become involved in such work. Notwithstanding the foregoing, Lessee
at its expense shall cause any lien
filed against the Premises or the Building for work, services or materials
claimed to have been furnished to or for the benefit of Lessee to be
satisfied or transferred to bond within ten (10) days after Lessee’s
having received notice thereof. In the event that Lessee fails to satisfy or
transferred to bond within said ten (10) day period, Lessor may do so and
thereafter charge Lessee as Additional Rent, all costs incurred by Lessor in
connection with the satisfaction or transfer of such claim, including attorneys
fees and an administrative charge not exceeding fifteen percent (15%) of all
sums incurred by Lessor in the satisfaction or transfer of such claim. Further,
Lessee agrees to indemnify, defend, and save the Lessor harmless from and
against any damage to and loss incurred by Lessor as a result of any such
contractor’s claim of lien. If so requested by Lessor, Lessee shall execute a
short form or memorandum of this Lease, which may, in Lessor’s sole discretion
be recorded in the Public Records of Broward County for the purpose of protecting Lessor’s estate from
contractors’ Claims of Lien, as provided in Chapter 713.10, Florida Statutes.
In the event such short form or memorandum of this Lease is executed, Lessee
shall simultaneously execute and deliver to Lessor an instrument in
recordable form terminating Lessee’s interest in the real property upon which
the Premises are located, which instrument may be recorded by Lessor at the
expiration or earlier termination of the term of this Lease. The security
deposit paid by Lessee may be used by Lessor for the satisfaction or transfer
of any Contractor’s Claim of Lien, as provided in this Section. This
Section shall survive the termination of this Lease.


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


7

















 


Section 20. - CHANGES TO BUILDING AND BUILDING COMMON AREAS. Lessor
hereby reserves the right, at any time, to perform maintenance operations and to make repairs, Alterations, additions or
reductions to, and to build additional stories on, the Building and the
Building Common Areas and to construct buildings adjoining the same providing
same does not materially interfere with Lessee’s use and occupancy of the
Premises or materially alter or change the dimensions, quality or impede
access to or from the Premises.. Lessor also reserves the right to construct
other buildings or improvements, including, but not limited to, structures for
motor vehicle parking. Lessee agrees to cooperate with Lessor, permitting
Lessor to accomplish any such maintenance, repairs, alterations, additions or
construction.


 


Section 21. - REPAIRS.


 


A.                                   Lessor shall maintain in good and operational
condition the foundation load bearing walls and all structural portions of the
Building. Lessor shall also maintain and repair as necessary the roof, roof
membrane and exterior walls of the Building. All repair obligations of Lessor
hereunder shall be deemed a component of Building Operating Costs (see
Section 26. D)


 


B.                                     Lessee shall not suffer any damage, waste or
deterioration to occur to the Premises and shall maintain the Premises and the
fixtures and appurtenances therein in good and sightly condition, and shall
make all repairs necessary to keep them in good working order and condition,
including structural repairs when those are necessitated by the act, omission
or negligence of Lessee or its agents, employees or invitees. If Lessee fails
to make such repairs promptly, Lessor may, at its option, and after notice to
Lessee, make such repairs, and Lessee shall pay the cost thereof to Lessor on
demand as additional rent. The exterior walls of the Building, the windows and
the portions of all window sills outside same are not part of the Premises and
Lessor hereby reserves all rights to such parts of the Building.


 


Section 22. - EMINENT DOMAIN.


 


A.                                   If the whole of the Premises shall be acquired
or condemned by eminent domain for any public or quasi-public use or purpose,
then the term of this Lease shall cease and terminate as of the date of title
vesting in the condemning governmental body or other authority pursuant to such
proceeding (the “Taking Date”) and all rentals and other charges shall be paid
up to that date and Lessee shall have no claim against Lessor for the value of
any unexpired term of this Lease.


 


B.                                     If less than the whole but more than
twenty-five percent (25%) of the Premises, or more than fifty percent (50%)
component of the Building, or more than fifty percent (50%) of the Total
Rentable Area of the office component of the Building shall be taken under
eminent domain, or sold to public authority under threat or in lieu of such a
taking, Lessee shall have the right upon notice to Lessor within ten
(10) days after the Taking Date either to terminate this Lease as of the
Taking Date, or, subject to Lessor’s right of termination as set forth in
Subsection 22D below, to continue in possession of the remainder of the
Premises. In the event Lessee elects to remain in possession, all of the terms
of this Lease shall continue in effect, except that as of the Taking Date, Initial
Rent and other charges payable by Lessee shall be reduced in proportion to the
floor area of the Premises taken. Lessor shall, at its cost, but only to the
extent of net proceeds of condemnation received by Lessor, make all necessary
repairs or alterations within the scope of Lessor’s Work and Lessor’s duties
under Section 16A hereof, so as to constitute the remaining Premises a
complete architectural unit, and Lessee, at Lessee’s cost, shall be obligated
to perform all of Lessee’s Work and Lessee’s duties under Section 16B and
otherwise restore the Premises and Lessee’s Trade Fixtures.


 


C.                                     If twenty-five percent (25%) or less of the
Premises shall be so taken, the Term shall cease only as to the part so taken
as of the Taking Date, and Lessee shall pay rent and other charges up to the
Taking Date, with appropriate credit by Lessor (toward the next installment of
Rent due Lessor) of any Rent or charges paid for a period subsequent to the
Taking Date. Rent and other charges payable to Lessor shall be reduced in
proportion to the amount of the Premises taken. Lessor shall, at its expense,
but only to the extent of net proceeds of condemnation received by Lessor, make
all necessary repairs or alterations within the scope of Lessor’s Work so as to
constitute the remaining Premises a complete architectural unit, and Lessee, at
Lessee’s expense, shall be obligated to perform all of Lessee’s Work and
otherwise restore the Premises and Lessee’s trade fixtures.


 


D.                                    If more than twenty percent (20%) of
(i) the area of that portion of Common Areas serving the office component
of the Building, (ii) the Total Rentable Area of the office component of
the Building, or (iii) the Premises shall be taken under power of eminent
domain, or sold to public authority under the threat or in lieu of such a
taking, Lessor may, by notice to Lessee delivered on or before the thirtieth
(30th) day following the Taking Date, terminate this lease as of the Taking
Date. Rent and other charges shall be paid up to the Taking Date, with an appropriate
refund by Lessor of any Rent paid for a period subsequent thereto.


 


E.                                      In the event of any condemnation or taking as
hereinbefore provided, whether whole or partial, Lessee shall not be entitled
to any part of the award, as damages or otherwise, for such condemnation and
Lessor is to receive the full amount of such award. Lessee hereby expressly
waives any right or claim to any part thereof. Although all damages in the
event of any condemnation are to belong to Lessor whether such damages are
awarded as compensation for diminution in value of the leasehold or the fee of
the Premises, Lessee shall have the right to claim and recover from the
condemning authority, but not from Lessor, such compensation as may be
separately awarded or recoverable by Lessee in Lessee’s own right on account of
any damage to Lessee’s business by reason of


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


8

















 


the
condemnation and for or on account of any cost or loss to which Lessee might be
put in removing Lessee’s merchandise, furniture, fixtures, leasehold
improvements and equipment from the Premises. A sale by Lessor to any authority
having the power of eminent domain, either under threat of condemnation or
while condemnation proceedings are pending, shall be deemed a taking under the
power of eminent domain for all purposes under this Section.


 


Section 23. - DAMAGE AND DESTRUCTION.


 


A.                                   If the Premises shall be damaged by fire, the
elements, unavoidable accident or other casualty, without the fault of Lessee,
but are not thereby rendered untenantable in whole or in part, Lessor shall at
its own expense cause such damage, except to Lessee’s equipment and trade
fixtures, to be repaired, but only to the extent of Lessor’s original
obligation to construct pursuant hereto, and the Fixed Annual Rent and
additional rent payable by Lessee hereunder shall not be abated. If by reason
of such occurrence, the Premises shall be rendered untenantable only in part,
Lessor shall at its own expense cause the damage, except to Lessee’s equipment
and trade fixtures, to be repaired, to a value not less than its value just
prior to said casualty and the Fixed Annual Rent meanwhile shall be abated
proportionately as to the portion of the Premises rendered untenantable, until
the Premises has been restored to the extent required to be restored by Lessor
as required hereby. If the Premises shall be rendered wholly untenantable by
reason of such occurrence, Lessor shall at its own expense cause such damage,
except to Lessee’s equipment and trade fixtures, to be repaired, to a value not
less than its value just prior to said casualty and the Fixed Annual Rent
meanwhile shall be abated in whole, until the Premises has been restored to the
extent required to be restored by Lessor
as required hereby, except that Lessor shall have the right, to be exercised by
notice in writing delivered to Lessee within ninety (90) days after said
occurrence, to elect not to reconstruct the destroyed Premises, and in such
event this Lease and the tenancy hereby created shall cease as of the date of
the said occurrence. Nothing in this Section shall be construed to permit
the abatement in whole or in part of additional rent, including without
limitation charges for Building Operating Costs and real estate taxes
attributable to any period during which the Premises shall be in untenantable
condition, nor shall there be any
abatement in additional rent nor the Fixed Annual Rent if such damage is caused
by an act or omission of Lessee.


 


B.                                     In the event that twenty (20%) percent or more
of the Rentable Square Feet of the Building shall be damaged or destroyed by
fire or other cause, notwithstanding any other provisions contained herein and
that the Premises may be unaffected by such fire or other cause, Lessor or
Lessee shall have the right, to be exercised by notice in writing delivered to
Lessee within sixty (60) days after said occurrence, to elect to cancel and
terminate this Lease.  Upon the giving of
such notice to Lessee, the term of this Lease shall expire by lapse of time
upon the third day after such notice is given, and Lessee shall vacate the
Premises and surrender the same to Lessor.


 


C.                                     If the Premises are destroyed or damaged
during the last eighteen (18) months of the term of this Lease and the estimated
cost of repair exceeds ten percent (10%) of the Fixed Annual Rent then
remaining to be paid by Lessee for the balance of the term, Lessor or Lessee
may at its option cancel and terminate this Lease as of the date of occurrence
of such damage by giving written notice to Lessee of its election to do so
within thirty (30) days after the date of occurrence of such damage. If the
parties shall not so elect to terminate this Lease, the repair of such damage
shall be governed by other provisions of this Section.


 


D.                                    In the event of any reconstruction of the
Premises under this Section, Lessor’s obligation with regard to said
reconstruction shall be only to the extent of Restoring the Premises to a value
not less than its value just prior to said casualty. Lessee shall additionally
be responsible for the replacement of its stock in trade, trade fixtures,
furniture, furnishings and equipment. Lessor shall commence any reconstruction
or restoration of the Building and/or Premises promptly. If Lessor fails to commence
reconstruction or restoration within sixty days or Lessor fails to complete
such restoration within 180 days after the casualty, then Lessee shall have the
right upon written notice to terminate this Lease. Lessee shall commence the
installation of fixtures, equipment, and stock in trade promptly upon
redelivery to it of possession of the Premises and shall diligently prosecute
such installation to completion.


 


E.                                      Upon any termination of this Lease under any
of the provisions of this Section, each party shall be released thereby without
further obligation to the other party coincident with the surrender of
possession of the Premises to the Lessor except for items which have
theretofore accrued and are then unpaid and for such of the other obligations of
Lessee as are expressly provided herein to survive the termination of this
Lease, for which Lessee shall remain liable to Lessor.


 


Section 24. - QUIET ENJOYMENT. Lessor covenants and agrees that,
upon Lessee’s paying on a monthly installment basis the Fixed Annual Rent and
any additional rent required hereunder and performing all of the other
covenants herein on its part to be performed, Lessee shall and may peaceably
and quietly hold and enjoy the Premises without hinderance by Lessor or persons
claiming through or under Lessor, subject to the terms, covenants and
conditions of this Lease and all existing or future underlying leases or
mortgages encumbering the Building.


 


Section 25. - RIGHT OF ENTRY. Lessor and Lessor’s agents shall have
the right to enter the Premises at all times to examine the same. Lessor and
Lessor’s agents shall upon 24 hours prior notice (no prior notice being
required in the event of an emergency), to show them to prospective purchasers,
lenders or lessees of the Building, Lessor and Lessor’s agents shall have the
right to enter the Premises at all times to make such repairs, alterations,
improvements or additions as Lessor may deem necessary or desirable, and Lessor
shall be allowed to take all


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


9

















 


material necessary for such repairs, alterations, improvements or
additions into and upon the Premises that may be required therefor without the
same constituting an eviction of Lessee in whole or in part, and the Rent
reserved shall in no wise abate while said repairs, alterations, improvements,
or additions are being made unless Lessee is prevented from operating in the
Premises in whole or in part, in which event Fixed Annual Rent shall be
proportionately abated during said period. If Lessee shall not be personally
present to open and permit entry into the Premises, at any time, when for any
reason an entry therein shall be necessary or permissible, Lessor or Lessor’s
agents may enter the same without in any manner affecting the obligations and
covenants of this Lease. Nothing herein contained, however, shall be deemed or
construed to impose upon Lessor any obligation, responsibility or liability
whatsoever, for the care, maintenance or repair of the Premises or the Building
or any part thereof, except as otherwise herein specifically provided.


 


Section 26. - SERVICES
AND UTILITIES


 


A.                                   Lessor covenants that it will, during the
normal business hours for the Building (8:00 A.M. to 6:00 P.M.,
Mondays through Fridays, inclusive, holidays excepted) furnish to the Premises
elevator service, electricity, seasonal air conditioning and heating, and water
for lavatory purposes. Additionally, Lessor will provide janitorial service for
the Premises and Building Common Areas and will cause the Building Common Areas
to be cleaned and generally maintained. Lessee shall pay unto Lessor, as
additional rent, all costs incurred by Lessor in providing any building
services for Lessee at times other than the normal operating hours of the Building,
as determined from time to time by Lessor, and the costs of any modification to
any building utility or service system necessary to accommodate the Lessee.
Notwithstanding the aforesaid, Lessor shall in no manner be required to make
any alteration to any service or utility system of the Building on behalf of
Lessee. Lessor shall not be liable for temporary failure of services, and same
shall not be deemed to constitute an actual or constructive eviction, nor
entitle Lessee to any abatement or diminution in rent payable under this Lease.
Lessor shall not be required to furnish such services to Lessee so long as Lessee
is in default of its obligations under this Lease.


 


B.                                     Lessee shall pay to Lessor, or directly to the
utility provider if requested by Lessor, all costs of providing any
utility services, including, without limitation, gas, electricity, water, cable
television, and any other utilities applicable to the Premises. In the event
that any utility to the Premises shall not be separately metered, Lessor shall
apportion the cost of such utility among the various lessees served thereby on
either a square footage basis (based upon the proportion of Rentable Square
Feet of the Premises as to the Rentable Square Feet of the areas of the
Building served by the utility) or based upon the intensity of use by Lessee,
such basis to be determined by Lessor in its sole discretion. In the event of
such apportionment, Lessee shall pay to Lessor monthly, as additional rent,
Lessee’s portion of the cost of such utility, within three (3) days of
receipt of a statement from Lessor therefor. In no event shall Lessor be liable
for an interruption or failure in the supply, quality or quantity of any
utilities within the Premises or Building, and same shall in no manner
constitute an actual or constructive eviction of Lessee, nor entitle Lessee to
any abatement of any Rent under this Lease.


 


C.                                     Lessee
covenants and agrees that at all times its use of electric current shall not
exceed the capacity of existing feeders to the Building or the Building risers
or wiring installation. Lessee agrees not to connect any additional electrical
equipment to the Building electric distribution system, other than lamps,
typewriters and other small office machines which consume comparable amounts of
electricity, without Lessor’s prior written consent.


 


D.                                    Lessee shall reimburse to Lessor all costs of
service contracts for maintaining the roof top cooling tower, pumps, feeders,
chemicals and any and all other equipment associated with the additional
cooling of the premises not utilized by any other occupant of the Building.
Which costs are estimated to be $3,560.00 annually, Lessor owns and shall be
responsible for all maintenance and repair of the cooling tower and chemicals
needed to maintain the system while the Lessee shall be responsible for any and
all costs for such repairs and maintenance of the roof top cooling tower,
pumps, feeders, chemicals in which cost shall not exceed $10,000 annually
including the estimated maintenance contract.
Lessee shall be responsible for any and all other
equipment associated with this system including but not limited to the packaged
units located in the lab area. Lessee shall also have the electrical meter
account supplying electric to this system and other parts of the premises put
in the Lessee’s name and shall be responsible for any costs including but not
limited to usage and security deposits.


 


Section 27. -
EXCUSE OF LESSOR’S PERFORMANCE. Anything in this Lease to the contrary
notwithstanding, Lessor shall not be deemed in default with respect to failure
to perform any of the terms, covenants and conditions of this Lease if such
failure to perform shall be due to any civil commotion, warlike operation,
invasion, rebellion, hostilities, military or usurped power, sabotage,
government regulations or controls, inability to obtain any material,
utilities, service or financing, through or Act of God or other cause beyond
the control of Lessor.


 


Section 28. -
ASSIGNMENT OR SUBLETTING.


 


A.                                   Lessee shall have the right to sublet or
assign all or part of the premises with Lessor’s prior written consent and said
consent shall not be unreasonably withheld or delayed. Lessee shall guarantee
payment of Annual Rent and any Additional Rent and performance of obligations
under the terms of this Lease.


 


B.                                     Neither Lessee nor any other person having an interest in the
possession, use, occupancy or utilization of the Premises shall enter into any
lease, sublease, license, concession or other agreement for use, occupancy or
utilization of space in the premises which provides for rental or other payment
for such use,


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


10

















 


occupancy
or utilization based, in whole or in part, on the net income or profits derived
by any person from the Premises leased, used, occupied, or utilized (other than
an amount based on a fixed percentage or percentages of receipts or sales), and
any such purported lease, sublease, license, concession or other agreement
shall be absolutely void and ineffective as a conveyance of any right or
interest in the possession, use occupancy or utilization of any part of the
Premises.


 


C                                        Notwithstanding anything to the contrary, this
Lease contains no provision restricting or purporting to restrict any of the
following transaction and further, none of the following transactions shall
constitute an assignment, sublet or other transfer of this Lease: (i) a
change in control or change in the stockholders, directors, management or
organization of Lessee or in any subsidiary, affiliate or parent of Lessee;
(ii) the issuance, sale, purchase, public offering, disposition or
re-capitalization of the capital stock of Lessee, or in any subsidiary,
affiliate or parent of Lessee; or (iii) the merger, consolidation or other
corporate restructuring of Lessee with or into any other person or entity.


 


Section 29. – LESSEE’S DEFAULT. (i) If Lessee shall default in the
payment of the Fixed Annual Rent, any additional rent or any other sums payable by Lessee herein when due, and
such default shall continue for a period of five (5) days after written
notice, or (ii) if Lessee shall default in the performance
of any nonmonetary covenants or agreements of this Lease and said default shall
continue for twenty (20) days after written notice thereof, or in the event
that the default be of such a nature as cannot with diligent effort be cured
within said twenty (20) day period, if Lessee shall not commence to cure within
said period and diligently prosecute remedial efforts to completion within a
reasonable time thereafter, not to exceed sixty (60) (iii) if Lessee
should become bankrupt or insolvent or any debtor proceedings be taken by or
against Lessee or (iv) if Lessee shall abandon or vacate the Premises prior
to the expiration of the term of this Lease, then and in addition to any and
all other legal remedies and rights available to Lessor at law or in equity,
Lessor may:


 


A.                                   Declare the entire balance of fixed Annual
Rent due hereunder for the remainder of the term of this Lease to be due and
payable and may collect the same by distress or otherwise;


 


B.                                     Terminate this Lease and any right of renewal
thereof, and retake possession of the Premises;


 


C.                                     Without terminating this Lease, re-enter and
re-let the Premises, or any part thereof, with or without legal process, as the
agent and for the account of Lessee, upon such terms and conditions as Lessor
may deem advisable or satisfactory, in which event the rents received on such
re-letting shall be applied first to the expenses of such re-letting and
collection including but not limited to, necessary renovation and alterations
of the Premises, reasonable attorney’s fees, any real estate commissions paid,
and thereafter toward payment of all sums due or to become due Lessor hereunder,
and if a sufficient sum shall not be thus realized or secured to pay such sums
and other charges, (i) at Lessor’s option, Lessee shall pay Lessor any
deficiency immediately upon demand therefor, notwithstanding Lessor may have
received periodic rental in excess of the periodic rental stipulated in this
Lease in previous or subsequent rental periods, and Lessor may bring an action
therefor as such deficiency shall arise, or (ii) at Lessor’s option, the
entire deficiency, which is subject to ascertainment for the remaining term of
this Lease, shall be immediately due and payable by Lessee. Lessor shall use
commercially reasonable efforts to re-let the Premises. Lessor shall not, in
any event, be required to pay Lessee any surplus of any sums received by Lessor
on a re-letting of said Premises in excess of the rent provided in this Lease.


 


D.                                    If any Event of Default occurs, Lessor, in
addition to other rights and remedies it may have, shall have the right to
remove all or any part of Lessee’s property from the Premises and any property
removed may be stored in any public warehouse or elsewhere at the cost of, and
for the account of Lessee and the Lessor shall not be responsible for the care
or safekeeping thereof whether in transport, storage or otherwise, and Lessee
hereby waives any and all claim against Lessor for loss, destruction and/or
damage or injury which may be occasioned by any of the aforesaid acts. Lessee
shall, upon execution of this Lease and promptly thereafter from time to time,
give Lessor notice of any leased personal property brought onto the Premises.


 


E.                                      No such re-entry or taking possession of the
Premises by Lessor shall be construed as an election on Lessor’s part to
terminate this Lease unless a written notice of such intention is given to
Lessee. Notwithstanding any such re-letting without termination. Lessor may at
all times thereafter elect to terminate this Lease for such previous default.
Any such re-entry shall be allowed by Lessee without hindrance, and Lessor
shall not be liable in damages for any such re-entry, or guilty of trespass or
forcible entry except for damages or injury caused by intentional misconduct.


 


F.                                      In the event of a breach or threatened breach
of any covenant of this Lease, Lessor shall have the right of injunction. Any
and all rights, remedies and options given in this Lease to Lessor shall be
cumulative and in addition to and without waiver of, or in derogation of, any
right or remedy given to it under any law now or hereafter in effect or in
equity.


 


G.                                     If Lessee shall default in the performance of
any provision of this Lease on Lessee’s part to be performed, Lessor may
perform the same for the account of Lessee and Lessee shall promptly reimburse
Lessor for any expense incurred therefor, which expenses shall be deemed to be
additional rent.


 


Section 30 - LESSOR’S DEFAULT. If Lessor shall (i) default in the
performance of any of the covenants or agreements of this Lease made by or to
be performed by Lessor, or (ii) breach any of the


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


11

















 


representations or warranties
made by Lessor in this Lease, and if said default or breach shall continue for
thirty (30) days after written notice thereof, or in the event that the default
or breach be of such a nature as cannot with diligent effort be cured with said
thirty (30) day period. If Lessor shall not commence to cure within said period
and diligently prosecute remedial efforts to completion with a reasonable time
thereafter, then and in addition to any and all other legal remedies and rights
available to Lessor at law or in equity, Lessee may:


 


A.                                   Withhold payment or seek specific performance
under the Lease until such time as such default or breach is cured, or.


 


B.                                     Cure such breach or default if such default
negatively impacts the Lessee for any extended period of time and set off
against the Rent such amounts expended by Lessee in connection with such cure,
or


 


Notwithstanding the foregoing, if in Lessee’s reasonable judgment, an
emergency shall exist Lessee may cure such default or breach with reasonable
(under the circumstances) notice to Lessor being required. The self-help option
given to Lessee in this Section is for the sole protection of Lessee, and
its existence shall not release Lessor from its obligation to perform the
terms, provisions, covenants and conditions herein provided to be performed by
Lessor or deprive Lessee of any legal rights which it may have be reason of any
such default by Lessor.


 


Section 31 - LEGAL EXPENSES. In the event that it shall become
necessary for Lessor or Lessee to employ the services of an attorney to enforce
any of its rights under this Lease or to collect any sums due to it under this
Lease or to remedy the breach of any covenant of this Lease on the part of the
other party to be kept or performed, regardless of whether suit be brought,
such breaching party shall pay to the other party such reasonable fee as shall
be charged by its attorney for such services. Should suit be brought for the
recovery of possession of the Premises, or for rent of any other sum due a
party under this Lease, or because of the default of any of Lessee’s or
Lessor’s covenants under this Lease, the breaching party shall pay to the other
party all expenses of such suit and any appeal thereof, including reasonable
attorneys’ fees


 


Section 32 - INSURANCE.


 


A.                                   Lessee agrees to maintain, throughout the Term
(and any other period when Lessee is in possession of the Premises), at
Lessee’s sole cost and expense, the following insurance:


 


(i)                                     Comprehensive general public liability
insurance in standard form against claims for bodily injury or death or
property damage occurring in or upon the Premises, effective from the date
Lessee enters into possession and during the term of this Lease. Such insurance
shall be in the combined single limit amount of not less than $2,000,000.00 for
injury to one person in one accident, occurrence or casualty, or for injuries
to more than one person in one accident, occurrence or casualty;


 


(ii) Worker’s compensation and employer’s liability insurance in
compliance with applicable legal requirements; and


 


(iii) Any other form of
insurance which Lessee, Lessor,
or any mortgagee of the Premises, acting reasonably, shall require from time to time, in form, in amounts and for risks against which a prudent lessee would insure.


 


B.                                     Any insurance policies required hereunder
shall name Lessor as an additional insured and shall provide that they may not
be modified or terminated without thirty (30) days advance notice to Lessor.
All insurance required to be carried by Tenant pursuant to the terms of this
Lease shall be effected under policies issued by insurers permitted to do
business in the State of Florida and rated in Best’s Insurance Guide, or any
successor thereto (or, if there be none, an organization having national
reputation) as having a general
policyholder rating of “A” and a financial rating of at least “13”. Lessee
shall furnish to Lessor within thirty (30) days from the date hereof evidence
of such insurance coverage by way of either a certified, true copy of the
actual insurance policy and any amendments and endorsements thereto or a
certificate of insurance clearly evidencing each of the coverages and
provisions set forth in this paragraph. Upon Lessee’s default in obtaining or
delivering the policy or certificate for any such insurance or Lessee’s failure
to pay the charges therefor, Lessor may procure or pay the charges for any such
policy or policies and charge the Lessee therefor as additional rent. The
limits of insurance specified in this Section may be adjusted upward by
Lessor in the event that Lessor shall determine that because of: (i) the
lapse of time, (ii) any unexpected rates of inflation, (iii) the size
of the Premises, (iv) the use of the Premises by Lessee or (v) for
any reason similar to those Specified in clauses (i) through
(iv) immediately above in this paragraph, the limits specified offer
inadequate protection to Lessor.


 


C.                                     Lessee shall at all times during the term
hereof, and at its cost and expense, maintain in effect policies of insurance
covering all Alterations made by or on behalf of Lessee (including without
limitation all Lessee’s Work) and Lessee’s fixtures and equipment located on
the Premises, in an amount not less than 80% of their full replacement value,
providing protection against any peril included within the standard classification of “All Risk
Coverage,” together with insurance against sprinkler damage, vandalism, theft
and malicious mischief. The proceeds of such insurance, so long as this Lease remains in effect, shall be used to
repair or replace the Alterations, fixtures and equipment so insured.


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


12

















 


D.                                    Lessor and Lessee waive, unless said waiver
should invalidate any such insurance, their right to recover damages against
each other for any region whatsoever to the extent the damaged party recovers
indemnity from its insurance carrier. Any insurance policy procured by either
Lessee or Lessor which does not name the other as a named insured shall, if
obtainable, contain an express waiver of any right of subrogation by the
insurance company, including but not limited to lessee’s workers’ compensation
insurance carrier, against Lessor or Lessee, whichever the case may be.


 


E.                                      Lessee at its expense shall comply with all
commercially reasonable requirements of the Lessor’s casualty insurer, and
shall not use the Premises in a manner which shall increase the rate of fire
insurance or other insurance of Lessor or of any other tenant, over that in
effect prior to this Lease. If Lessee’s use of the Premises increases the fire
insurance rate, Lessee shall reimburse Lessor for all such increased costs. The
fact that the Premises are being used for the purposes set forth in Summary
paragraph H hereof shall not relieve Lessee from the foregoing duties,
obligations and expenses.


 


F.                                      Lessor agrees to maintain with companies
permitted to do business in the State of Florida and rated in Best’s Insurance
Guide, or any successor thereto, as having a general policyholder rating of “A”
and a financial rating of at least “13”,
throughout the Term, and shall charge through pro-rata to all tenants of
the Building as a Building Operation Cost, (I) “all risks” casualty coverage
insurance, with a coverage extension for the perils of flood and windstorm (if
required by Lessor’s lender), property and casualty for the reasonable value of
the Building and all other improvements or buildings located on the land upon
which the Building is located, (ii) comprehensive general public liability
insurance in standard form against claims for bodily injury or death or
property damage occurring in or upon the Building, in the combined single limit
amount of not less than $1,000,000.00 for injury to one person in one accident,
occurrence or casualty, or for injuries to more than one person in one
accident, occurrence or casualty. Lessor shall provide a certificate of
insurance evidencing coverage not less than once each Lease Year upon Lessee’s
written request of same.


 


Section 33 - INDEMNIFICATION OF LESSOR.  Lessee shall not do or permit any act or
thing to be done in, on or about the Premises or the Building that may subject
Lessor to any liability or responsibility for injury, damage to persons or
property or to any liability by reason of the existence or application of,
compliance with or violation of any Requirement, but shall exercise such
control over the Premises as to protect the Lessor fully against any such
liability and responsibility. Lessee shall indemnify and cave harmless the
Lessor from and against (a) all claims of whatever nature against the
Lessor arising from any act, omission or negligence of Lessee or persons within
Lessee’s control, (b) all claims against the Lessor arising from any
accident, injury or damage whatsoever caused to any person or to the property
of any person and occurring in or about the Premises during the Term or during
Lessee’s occupancy of the Premises, (c) all claims against the Lessor
arising from any accident, injury or damage occurring outside of the Premises
but anywhere within or about the Premises or Building, where such accident,
injury or damage results or is claimed to have resulted from an act, omission
or negligence of Lessee or persons within Lessee’s control, and (d) any
breach, violation or non-performance of any covenant, condition or agreement
contained in this Lease to be fulfilled, kept, observed and performed by
Lessee. This indemnity and hold harmless agreement shall include indemnity from
and against any and all liability, fines, suits, demands, costs and expenses of
any kind or nature (including, without limitation, attorneys’ fees and
disbursements) incurred in or in connection with any such claim or proceeding
brought thereon, and the defense thereof.


 


If any claim, action or proceeding is made or brought against the
Lessor, against which claim, action or proceeding Lessee is obligated to
indemnify Lessor pursuant to the terms of this Lease, then, upon demand by the
Lessor, Lessee, at its sole cost and expense, shall resist or defend such
claim, action or proceeding in the Lessor’s name, if necessary, by such
attorneys as the Lessor may select, including, without limitation, attorneys
for the Lessor’s insurer.
Notwithstanding the foregoing, if such attorneys shall be defending both Lessee
or any persons within Lessee’s control and Lessor, the Lessor may retain its
own attorneys to defend or assist in defending any claim, action or proceeding,
and Lessee shall pay the reasonable fees and disbursements of such attorneys.
The provisions of this Section shall survive the expiration or earlier
termination of this Lease.


 


Section 34 - INDEMNIFICATION OF LESSEE. Lessor shall indemnify and
save harmless the Lessee from and against any and all third party claims (and
shall Indemnify and save harmless Lessee’s Directors and Officers to the
extent, of any liability
in excess of claims paid under Lessee’s Directors and Officers liability
insurance). to the extent same arise from the gross negligence or willful
misconduct of Lessor, together with all costs, expenses and liabilities
incurred in connection with each such claim or action or proceeding brought
thereon, including without limitation, all reasonable attorney’s fees and
disbursements.


 


Section 35 - LOSS AND DAMAGE. Lessor shall not be responsible for
any damage to any property of Lessee (including without limitation appliances,
equipment, machinery, stock, inventory, fixtures, furniture, improvements,
displays, decorations. carpeting and painting) or of others located on the
Premises, not for the loss of or damage to any property of Lessee or of others
by theft or otherwise. Lessor shall not be liable for any injury or damage to
persons or property resulting from fire, smoke, explosion, falling plaster,
steam, gas, electricity, water, rain, or leaks from any part of the Premises or
from the pipes, appliances or plumbing works or from the roof, street or
subsurface or from any other place or by dampness or by any other cause of
whatsoever nature, unless same shall result from the gross negligence of
Lessor. Lessor shall not be liable for any such damage caused by other tenants
or persons on the Premises, occupants of the Building or of adjacent property,
the public, or caused by operations or construction of any private, public or
quasi-public works. Lessor shall not be liable for any latent defect in the
Premises or in the Building. All property of Lessee kept or stored on the
Premises shall be so


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


13

















 


kept
or stored at the sole risk of
Lessee and Lessee shall hold Lessor harmless from any and all claims arising
out of damage to same, including subrogation claims by Lessee’s insurance
carriers.


 


Section .36 - END OF TERM. Lessee shall surrender the Premises to
Lessor at the expiration or sooner termination of this Lease in good order and
condition, except for reasonable wear and tear and damage by condemnation, fire
or other casualty. Lessee shall indemnify, defend and save Lessor harmless
against all costs, claims, loss or liability resulting from delay by Lessee in
so surrendering the Premises, including, without limitation, any claims made by
any succeeding tenant founded on such delay. The parties recognize and agree that
the damage to Lessor resulting from any failure by Lessee timely to surrender
possession of the Premises as aforesaid will be substantial, will exceed the
amount of the Fixed Annual Rent theretofore payable hereunder, and accurate
measurement will be impossible. Lessee therefore agrees that if possession of
the Premises is not surrendered to Lessor on the date of the expiration or
sooner termination of this Lease, then, unless Lessor shall have consented to
Lessee’s holding over, Lessee shall pay Lessor as liquidated damages for each
month and for each portion of any month prorated on a daily basis, during which
Lessee holds over in the Premises after expiration or termination of the term
of this Lease without consent, a sum equal to two times the Fixed Annual Rent
and additional rent which was payable per month under this Lease during the
last month of the terms thereof. Any personal property remaining in the
Premises after the expiration or sooner termination of the term of this Lease
shall be deemed to be abandoned property at the option of Lessor. The aforesaid
provision of this Section shall survive the expiration or sooner
termination of this Lease.


 


Section .37 - SIGNS. Lessee shall not place any signs or other
advertising matter or material on the exterior of the Building or in any
portion of the interior of the Premises which is visible beyond the Premises,
without the prior written consent of Lessor, which consent may be withheld in
the sole discretion of Lessor. Any lettering or signs placed on the interior of
said Building shall be for directional purposes only, Lessee shall be allowed
one sign on the building directory sign located on the first floor lobby and
one identification sign located to the side of the main entrance to the
premises and such signs and lettering shall be of a type, kind character and
description first approved by Lessor.


 


Section .38 - NOTICES. All notices, demands or other writings in
this Lease provided to be given, made or sent by either party hereto to the
other shall be deemed to have been fully given, if made in writing and
delivered in person or by public courier or deposited in the United States mall
certified or registered, return receipt requested and postage prepaid and
addressed to the parties at their respective notice addresses as set forth in
Summary paragraphs I and J. The address to which any notice,
demand or other writing may be given, made or sent to either
party may be changed by written notice given by such party as above provided.


 


Section .39 - SECURITY DEPOSIT. Lessee, simultaneously with the
execution of this Lease, has deposited with Lessor as a Security Deposit the
sum shown therefor in Summary paragraph G of this Lease. Said Security Deposit
shall be held by Lessor. Said Security Deposit may be commingled with other
funds of Lessor, and Lessor shall have no liability for the accrual or payment
of any interest thereon. If at any time during the term of this Lease any of
the rent herein reserved shall be overdue and unpaid, or any other sum payable by
Lessee to Lessor hereunder shall be overdue and unpaid, then Lessor may, at the
option of Lessor, appropriate and apply all or any portion of said Security
Deposit to the payment of any such overdue rent or other sum. In the event of
the failure of Lessee to keep and perform any of the terms, covenants and
conditions of this Lease to be kept and performed by Lessee, then Lessor, at
its option, may appropriate and apply said Security Deposit, or so much thereof
as Lessor may deem necessary, to compensate Lessor for all loss or damage
sustained or suffered by Lessor due to such default or failure on the part of
Lessee. Should the entire Security Deposit, or any portion thereof, be
appropriated and applied by Lessor for the payment of overdue Fixed Annual Rent
or additional rent or other sums due and payable by Lessee hereunder, then
Lessee shall, upon the demand of Lessor, forthwith remit to Lessor a sufficient
amount in cash to restore said security to the original sum deposited, and
Lessee’s failure to do so within ten (10) days after receipt of such
demand shall constitute a default of this Lease. Should Lessee comply with all
of said terms, covenants and conditions and promptly pay all of the Fixed
Annual Rent and additional rent herein provided for as it falls due, and all
other sums payable by Lessee to Lessor hereunder, the said Security Deposit
shall be returned in full to Lessee within ten (10) days of the end of the
term of this Lease, or upon the earlier termination hereof. Lessor may deliver
the Security Deposit to the purchaser of Lessor’s interest in the Premises,
providing notice of same to Lessee in writing, in the event that such interest
be sold, and thereupon Lessor shall be discharged from any further liability
with respect to such Security Deposit. No mortgagee acquiring title to the
Premises by foreclosure or deed in lien of foreclosure shall be responsible for
the return of any Security Deposit not received by it.


 


Section .40 - NON-WAIVER. No waiver of any covenant or condition of
this Lease by either party shall be deemed to imply of constitute a further
waiver of the same covenant or condition or of any other covenant or condition
of this Lease. Any such waiver must be in writing and signed by the party
granting the waiver. No act or omission of Lessor or its agents shall
constitute an actual or constructive eviction, unless Lessor shall have first
received written notice of Lessee’s claim and shall have had a reasonable
opportunity to remedy such claim.


 


Section .41 - SUBORDINATION AND ATTORNMENT. Subject to Lessee’s
right to receive non-disturbance protection, Lessee hereby subordinates its
rights hereunder to the lien of any ground or underlying leases, any mortgage
or mortgages, or the lien resulting from any other method of financing or
refinancing, now or hereafter in force against the property and Building of
which the Premises are a part and any buildings hereafter placed upon the
Property of which the Premises are a part, and to all advances made or
hereafter to be made upon


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


14

















 


the
security thereof. This Section shall be self-operative and no further
instrument of subordination shall be required by any mortgagee, but Lessee
agrees upon request of Lessor, from time to time, to promptly execute and
deliver any and all documents reasonably evidencing such subordination provided
same shall provide Lessee with non-disturbance protection, and failure to do so
shall constitute a default under this Lease. In the event any proceedings are
brought for the foreclosure of, or in the event of exercise of the power of
sale under, any mortgage made by the Lessor covering the Premises, or in the
event a deed is given in lieu of foreclosure of any such mortgage, and provided
Lessee is granted non-disturbance protection. Lessee shall attorn to the
purchaser, or grantee in lien of foreclosure, upon any such foreclosure or sale
and recognize such purchaser, or grantee in lieu of foreclosure, as the Lessor
under this Lease.


 


Section .42 - ESTOPPEL CERTIFICATES. From time to time, Lessee,
within ten (10) days after written request by Lessor, will deliver to
Lessor a statement in writing certifying that this Lease is unmodified and in
full force and effect (or if then shall have been modification, that the same
is in full force and effect as modified
and stating the modification), the dates to which the Rent and other charges
have been paid and stating whether or not the Lessor is in default in
performance of any covenant, agreement, or condition contained in this Lease
and, if so, specifying each such default of which Lessee may
have knowledge, and such additional information as any mortgagee or purchaser
of the Building may reasonably require.


 


Section .43 - RELOCATION AND REMOVAL OF LESSEE. Lessor shall not
have the absolute right, at any time, to relocate Lessee into other space
within the Building.


 


Section .44 - RULES AND REGULATIONS. Lessee agrees to fully comply
with all rules and regulations shown in Exhibit “C” attached hereto
and by this reference incorporated herein. Lessor shall have the right from
time to time to prescribe additional rules and regulations, which in its reasonable
judgment may be desirable for the use, entry, operation and management of the
Premises and the Building, each of which rules and regulations shall be
deemed incorporated herein and made a part hereof by this reference.


 


Section .45 - BROKER.
Lessee represents and warrants to each other that it neither consulted, nor
negotiated with, any broker or finder with respect to the Premises other than
as may be listed in Summary paragraph K (hereinafter referred to as the
“Broker”). Each agrees to Indemnify, defend and save the other harmless from
and against any claims for fees or commissions from anyone, other than Broker,
with whom the party has dealt in connection with the Premises or this Lease.
Lessor agrees to pay any commission of fee owing to Broker.


 


Section .46 - NO RECORDING. Lessee shall not record this Lease, or
any memorandum or short form thereof, without the written consent and joinder
of Lessor.


 


Section .47 - PARKING. Lessee shall be authorized to use four
(4) non exclusive parking spaces per one thousand (1,000) square feet of
leased premises in the parking lot adjacent to the Building specified in
Summary paragraph L. Lessee’s right to use the number of reserved parking
spaces specified in Summary paragraph L shall be subject to payment by Lessee
of the monthly payment, as additional rent, of the sum specified in Summary
paragraph L. Usage by Lessee of parking spaces within the Building Common Areas
shall be subject to such reasonable rules and regulations applicable
thereto as Lessor may prescribe. Usage of all non-reserved parking spaces shall
be on a first-come, first-served basis. Lessor shall not be liable for any
loss, damage, theft or injury occurring to person or property within the
parking areas of the Building Common Areas.


 


Section .48 - CONSTRUCTION OF LANGUAGE. The terms “Lease”, “Lease
Agreement” or “Agreement” shall be inclusive of each other, and shall include
renewals, extensions or modifications of this Lease. The Section headings
and titles are for convenience only and shall have no effect upon the
construction or interpretation of any part of this Lease.


 


Section .49 - LESSOR’S CONSENT. Any consent or approval required to
be obtained from Lessor may be granted by Lessor in its sole discretion. In any
instance in which Lessor agrees not to act unreasonably, Lessee hereby waives
any claim for damages against or liability of Lessor which is based upon a
claim that Lessor has unreasonably withheld or unreasonably delayed any consent
or approval requested by Lessee, and Lessee agrees that its sole remedy shall
be an action or proceeding to enforce any declaratory judgment, if with respect
to any required consent or approval Lessor is required by the express
provisions of this Lease not to unreasonably withhold or delay its consent or
approval, and if it is determined in any such proceeding referred to in the
preceding sentence that Lessor acted unreasonably, the requested consent or
approval shall be deemed to have been granted; however, Lessor shall have no
liability whatsoever to Lessee for its refusal or failure to give such consent
or approval.


 


Section .50 - LIABILITY OF LESSOR. Lessee shall look solely to the
estate and property of Lessor in the land and building improvements comprising
the Building, for the collection of any judgment, or in connection with any
other judicial process, requiring the payment of money by Lessor in the event
of any default by Lessor with respect to any of the terms, covenants and
conditions of this Lease to be observed and performed by Lessor, and no other
property or estates of Lessor shall be subject to levy, execution or other
enforcement procedures for the satisfaction of Lessee’s remedies and rights
under this Lease, The word “Lessor” as used in this Lease shall mean only the
owner from time to time of Lessor’s interest in this Lease, the event of any
assignment of Lessor’s interest


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


15

















 


in
this lease, the assignor shall not longer be liable for the performance or
observation of any agreements or conditions on the part of Lessor to be
performed or observed.


 


Section .51 - TIME OF ESSENCE. Time is of the essence with respect
to the performance of every
provision of this Lease in which time of performance is a factor. 


 


Section .52 - ACCORD AND SATISFACTION. No payment by Lessee or
receipt by Lessor of a lesser amount than the Rent herein stipulated to be paid
shall be deemed to be other than on account of the earliest stipulated Rent,
nor shall any endorsement or statement on any check or any letter accompanying
any check or payment as rent be deemed an accord and satisfaction, and Lessor
may accept such check or payment without prejudice to Lessor’s right to recover
the balance of such rent or pursue any other remedy provided herein or by law.
No acceptance of any Rent by Lessor shall constitute a waiver by Lessor of any
prior or subsequent default of Lessee, notwithstanding any knowledge of such
default by Lessor at the time of receipt of such Rent.


 


Section .53 - ENTIRE AGREEMENT. This Lease and the Exhibits
attached hereto and forming a part thereof as if fully set forth herein,
constitute all the covenants, promises, agreements, conditions and
understandings between Lessor and Lessee concerning the Premises and the
Building and there are no covenants, promises, conditions or understandings,
either oral or written, between them other than are herein set forth. Neither
Lessor nor Lessor’s agents have made nor shall be bound to any representations
with respect to the Premises or the Building except as herein expressly set
forth, and all representations, either oral or written, shall be deemed to be
merged into this Lease. Except as herein otherwise provided, no subsequent
alteration, change or addition to this Lease shall be binding upon Lessor or
Lessee unless reduced to Writing and signed by them.


 


Section .54 - AMENDMENT. Lessor shall have the right at any time,
and from time to time, to amend unilaterally the provisions of this Lease if
Lessor is advised by its counsel
that all or any portion of the Rental paid by Lessee to Lessor hereunder is, or
may be deemed to be, unrelated business taxable income within the meaning of
the United States Internal Revenue Code or regulations issued thereunder, and
Lessee agrees that it will execute all documents necessary to effect any such
amendment, provided that no such amendment shall increase Lessee’s payment
obligations or other liability under this Lease nor reduce Lessor’s obligations
hereunder.


 


Section .55 - RADON
DISCLOSURE. In accordance with the requirements of Florida Statutes
Section 404.056(8), the following notice is hereby given:


 


RADON GAS: 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 testing may be obtained from your county
public health unit.


 


Section 56. - WAIVERS BY LESSEE. Lessee expressly waives all of the
following: (a) the requirement under Chapter 83.12 of the Florida Statutes
that the plaintiff in his distress for rent action file a bond payable to the
tenant in at least double the sum demanded by the plaintiff, it being
understood that no bond shall be required in any such action; (b) the right
of Lessee under Chapter 83.14 of the Florida Statutes to replevy distrained
property; and (c) any rights it may have in the selection of venue in the
event of suit by or against Lessor, it being understood that the venue of such
suit shall be in Broward County, Florida.


 


Section 57. - WAIVER OF JURY TRIAL. Lessor and Lessee shall and
they hereby do waive trial by jury in any action, proceeding or counterclaim
brought by either of them against the other on any matters whatsoever arising
out of or in any way connected with this Lease, the relationship of Lessor and
Lessee, Lessee’s use or occupancy of the Premises, whether during or after the
Term, or for the enforcement of any remedy under any statute, emergency or
otherwise.


 


Section 58. – NO LIEN ON PERSONAL PROPERTY OF LESSEE. Lessor hereby
waives any statutory or common law rights it may have granting Lessor a lien or
the right to foreclose on any property of Lessee, including without limitation,
any of Lessee’s personnel property installed in or located within the Premises.


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


16

















 


IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease, or have
caused the same to be executed as of the day and year first above written.


 


	
  Signed, sealed and delivered in the presence of:

  	
  LESSOR:

  
	
   

  	
   

  
	
   

  	
  UNUM Life Insurance Company of America

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Jennifer D. Fehlau

  	
   

  	
  By:

  	
  /s/ Shelley Stuart Carvel

  
	
  Print Name:

  	
  JENNIFER D. FEHLAU

  	
   

  	
  Name:

  	
  SHELLEY STUART CARVEL

  
	
   

  	
   

  	
   

  	
  Title:

  	
  ASSISTANT VICE PRESIDENT

  
	
  /s/ Laurie A. Fitch

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  LAURIE A. FITCH

  	
   

  	
   

  	
   

  
	
   

  
	
   

  	
  LESSEE:

  
	
   

  	
   

  
	
   

  	
  Information Services Extended, Inc.

  
	
   

  	
   

  
	
  /s/ W. J. Adcock

  	
   

  	
  By:

  	
  /s/ Steven Klein

  
	
  Print Name:

  	
  W. J. ADCOCK

  	
   

  	
  Name:

  	
  STEVEN KLEIN

  
	
   

  	
   

  	
  Title:

  	
  CFO

  
	
  /s/ Barbara Shoemaker

  	
   

  	
   

  
	
  Print Name:

  	
  BARBARA SHOEMAKER

  	
   

  	
   

  
							



 


17

















EXHIBIT “A”


 


SITE PLAN OF PREMISES


 





	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


18

















 


EXHIBIT “B”


 


Lessor’s Work


 


Lessor shall demise the premises to approximately 19,000
rentable square feet and the Lessor shall absorb the cost of demising such
walls according to code. Upon completion of the demising of the premises, the
space shall be re-measured according to BOMA standards for actual square
footage. Lessor shall demo existing offices and install offices as per the
Lessor approved space and mechanical plans, Lessor shall re-carpet and repaint
the Premises according to building standards. Existing electric meter located
on the first floor shall be capped off from all other premises except the
Lessee’s space. This shall be completed after Lessee has put this account into
their name and any previous tenants have vacated space utilized by this meter.
Lessor shall contribute up to $190,000.00 towards the above mentioned work. Of
the amount contributed $57,000.00 has been amortized over the term of the lease
at 12% interest. Any dollar amount for the cost of the improvements over and
above $190,000.00 shall be the responsibility of the Lessee and shall be paid
promptly to the Lessor upon receipt of invoice.


 


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


19

















 


EXHIBIT “C”


 


RULES AND REGULATIONS 


 


FOR


 


LAKESIDE PLAZA OFFICE BUILDING


 


1.                                       Security.   Lessor may from
time to time adopt appropriate surveillance systems and procedures for the
protection or safety of the Building, including any persons occupying, using or
entering the same, or any equipment, furnishings or contents thereof, and
Lessee shall comply with Lessor’s reasonable requirements relative thereto.
Lessee covenants not to do anything which may in any way impair or restrict the security of the Building.


 


2.                                       Keys.   No additional locks or
bolts of any kind shall be placed upon any of the doors or windows by Lessee.
At the end of the Lease Term, Lessee shall promptly return to Lessor all keys
for the Premises, or any other portions of the Building which are in the
possession of Lessee. In the event Lessee falls to return any keys previously
furnished to Lessee, Lessor may retain $50.00 of Lessee’s Security Deposit for
locksmith work and administration.


 


3.                                       Repair, Maintenance, Alterations and
Improvements.   Lessee shall carry out Lessee’s repair,
maintenance, alterations, and improvements in the Premises only during times
agreed to in advance by Lessor and in a manner which will not interfere with
the rights of other tenants in the Building. Lessee shall not clean nor permit
the exterior cleaning of any windows or doors for the Premises, except in
strict conformity with applicable law and the consent of Lessor.


 


4.                                       Water Fixtures.   Lessee shall
not use water fixtures for any
purpose for which they are not intended, nor shall water be wasted by tampering
with such fixtures. Any cost or damage resulting from such misuse by Lessee
shall be paid for by Lessee.


 


5.                                       Personal Use of Premises.   The
Premises shall not be used or permitted to be used for residential, lodging or sleeping purposes, or for the storage of
personal effects, or property not required for business purposes.


 


6.                                       Heavy Articles.   Lessee shall
not place in or move about the Premises, without Lessor’s prior written
consent, any file cabinet, safe or other heavy article which, in Lessor’s
reasonable opinion, may damage the foundation, floors, ceilings, columns, or
other structural components of the Building, and Lessor may designate the
location of any such heavy articles in the Premises. Business machines and
other office equipment shall be placed and maintained by Lessee at Lessee’s
expense in a fashion which, in Lessor’s sole discretion, shall be sufficient to
absorb and prevent unreasonable vibration, noise and annoyance emanating
therefrom.


 


7.                                       Bicycles, Animals.   Lessee
shall not bring any animals or birds into the Building, and shall not permit
bicycles or other vehicles inside or on the sidewalks outside the Building
except in areas designated from time to time by Lessor for such purposes.


 


8.                                       Deliveries.   Lessee shall
ensure that deliveries of supplies, fixtures, equipment, furnishings, wares and
merchandise to the Premises are made through such entrances, elevators and
corridors and at such times as
may from time to time be designated by Lessor, and shall promptly pay or cause
to be paid to Lessor the cost of repairing any damage in the Building caused by
any person making improper deliveries. Lessee may, subject to changes from time
to time instituted by Lessor, move freight, furniture, bulky matter and other
material into or out of the Premises on Saturday, between the hours of
8:30 a.m. and 1:00 p.m., or later, provided Lessee pays the
additional cost incurred by Lessor for expenses arising out of overtime for
security personnel in connection with Lessee’s move, and, at least two
(2) days prior to such move. Lessor requests that Lessee deposit with
Lessor, as security for Lessee’s obligation to pay such additional cost, a sum
which Lessor reasonably estimates to be the amount of such additional cost,
then Lessee shall deposit such sum with Lessor as security for such cost.


 


9.                                       Solicitations.   Lessor
reserves the right to restrict or prohibit canvassing, soliciting or peddling
in the Building.


 


10.                                 Food and Beverages.   Only
persons approved from time to time by Lessor may prepare, solicit orders for,
sell, serve or distribute foods or beverages in the Building, or use the Common
Areas for any such purpose. Except with Lessor’s prior written consent and, in
accordance with arrangements approved by Lessor, Lessee shall not permit on the
Premises the use of equipment for dispensing Food or beverages or for the
preparation, solicitation of orders for, sale, serving or distribution of food
or beverages. No vending machines of any type shall be allowed in the Premises
without the prior written consent of Lessor.


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


1

















 


11.                                 Refuse.   Lessee shall place
all refuse in proper receptacles provided by Lessee at its expense in the
Premises or in receptacles (if any) provided by Lessor for the Building, and
shall keep sidewalks and driveways outside the Building and lobbies, corridors,
stairwells, ducts and shafts of the Building, free of all refuse.


 


12.                                 Obstructions.   Lessee shall not obstruct, impede or place
anything in or on the sidewalks, entrances, passages, courts, stairways,
driveways or other Common Areas, or use such locations for any purpose except
access to and exit from the Premises without Lessor’s prior written consent.
Lessor may remove at Lessee’s expense any such
obstruction of thing caused or placed by Lessee (and unauthorized by Lessor)
without notice or obligation to Lessee. If the Premises is situated on the
ground floor to with direct to the street, then Lessee shall, at Lessee’s
expense, keep the sidewalks and curbs directly in front of the Premises clean
and free from debris.


 


13.                                 Proper Conduct.   Lessee shall
not conduct itself in any manner which is inconsistent with the character of
the Building, or which will impair the comfort and convenience of other tenants
in the Building. Lessee shall not make, nor permit to be made from its
Premises, any unseemly or disturbing noises, or interfere with other tenants or
other invitees, and shall immediately abate such action or inaction at the
request of Lessor.


 


14.                                 Employees, Agents and Invitees.   As
applicable in these Rules and Regulations, the term “Lessee” shall include
Lessee’s Agents, as defined in Section 2.35 of the Lease, as well as
others permitted by Lessee to use or occupy the Premises.


 


15.                                 Parking.   If Lessor designates
tenant parking areas in or adjoining the Building, Lessee shall park its
vehicles and shall cause its employees and agents to park their vehicles only
in such parking areas designated from time to time by Landlord pursuant to the
Lease. Lessor may itself, or through any agent designated for such purpose,
make, administer and enforce additional rules and regulations regarding
parking by tenants and by their employees or agents in the Building, including,
without limitation, rules and regulations permitting Lessor or such agent
to move any vehicles improperly parked to the designated tenant or employee
parking areas. No disabled vehicle shall be left in the parking areas of the
Building for more than 24 hours.


 


16.                                 Pest Control.   In order to
maintain satisfactory and uniform pest control throughout the Building, Lessee
shall engage for its own Premises and at its sole cost, a qualified pest
extermination contractor either designated or approved by Lessor, who shall
perform pest control and extermination services in the Premises at such
intervals as reasonably required, or as may be
directed by Lessor.


 


17.                                 Normal Business Hours.   The
initial normal business hours of the Building shall be the hours from
8:00 a.m. to 6:00 p.m., Mondays through Fridays, and the hours from 8:00
a.m. to 1:00 p.m., Saturdays; provided, however, prior to each calendar year,
Lessor shall inform each of the tenants which holidays the Building will not be
open to the public.


 


18.                                 Signs.   No signs,
advertisements or notices shall be painted or affixed on or to any window,
door, corridor or other part of the Building, including Common Areas, except as
shall be first approved in writing by Lessor. Lessor shall have the sole
discretion as to approval of all Building signs, including any of Lessee’s,
which are affixed to, or are visible from any of the common Areas. Lessor shall
impose design and size specifications, all of which may be amended from time to
time by Lessor, at its sole discretion. Lessee is prohibited from exhibiting
any hand-written signs.


 


19.                                 Windows.   The windows in the
Premises shall not be covered or obstructed by Lessee in any fashion, nor shall
any bottles, parcels or other articles be placed on the window sills within the
Premises. No articles shall be thrown or discarded through the windows or other
openings leading from the Premises.


 


20.                                 Carpet Pads.   In those
portions of the Premises where carpet has been provided directly or indirectly
by Lessor, Lessee shall, at its own expense, install and maintain pads to
protect the carpet under all furniture having casters other than carpet casters.


 


21.                                 Dangerous or Immoral Activities.   Lessee
shall not make any use of the Premises which involves the danger of injury to
any person, nor shall the same be used for any immoral purpose.


 


22.                                 Miscellaneous.


 


A.                                  Corridor doors, when not in use, shall be kept
closed.


 


B.                                    Lessee shall lock all office doors leading to
corridors and turn out all lights at the close of its working day.


 


C.                                    Lessee shall not tamper with nor attempt to
adjust temperature control thermostats in the Premises. Lessor shall adjust
thermostats to maintain required temperatures for heating, ventilating and air
conditioning.


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


2

















 


D.                                   Lessee agrees
to comply with any measures instituted for the security of the Building, which
may include the signing in or out in a register in the building lobby,
afterhours, on weekends, or otherwise.


 


E.                                     No flammable or explosive
fluids or substances may be kept, or used, within the Building, except in
designated areas, if any, which
are approved by Lessor in writing.


 


23.                                 Changes to Rules & Regulations.   Lessor reserves the right to rescind any of
these rules and regulations and to make such other and further
rules and regulations as it, in its sole discretion, shall from time to
time require for the safety, protection, care and cleanliness of the Building,
the operation thereof, the preservation of good order therein, and the
protection and comfort of the tenants, including their agents, employees and
invitees. These rules and regulations, as amended, shall be binding upon
Lessee in a like manner as if included within the provisions of the Lease
agreement from the inception of the Lease Term.


 


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


3

















 


EXHIBIT “D”


 


SCHEDULE OF ADJUSTMENTS IN
FIXED ANNUAL RENT


 


Information Services Extended, Inc.


 


Suite No. 4000, 19,000 Approx.
Rentable Sq. Ft.


Re-measurement of the premises shall determine
actual square footage and Fixed Annual Rent


shall be adjusted accordingly.


 


The term of this Lease shall be sixty (60) months and shall begin on the
earlier of July 1, 2001 in accordance with Section 3(B).


 


The rent rates and fixed Annual Rent (stated monthly) during the initial
term shall be:


 


Year 1: $18.30 per rentable square foot, plus applicable Sales Tax


Year 2: $19.03 per rentable square foot, plus applicable Sales Tax


Year 3: $19.79 per rentable square foot, plus applicable Sales Tax


Year 4: $20.59 per rentable square foot, plus applicable Sales Tax


Year 5: $21.41 per rentable square foot, plus applicable Sales Tax


 


The
above figures include the amortization of the tenant improvements described in
Exhibit “B”.


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


4

















 


EXHIBIT “E”


 


LESSEE’S WORK


 


Intentionally left blank.


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


1