exhibit_10-1.htm


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      10.1

     

    NET
      LEASE

    


    STATE
      OF FLORIDA:

    COUNTY
      OF HILLSBOROUGH:

    


    


    THIS
      LEASE (this
“Lease”), is made this 16th day of April, 2007, by and between FLA OWNER
      LLC, a Delaware limited liability company (“Landlord”) and
NFINANSE, a Nevada corporation (“Tenant”).

    


    1.           GENERAL.

    


    1.1
      Consideration.  Landlord enters into this Lease in
      consideration of the payment by Tenant of the rents herein reserved and the
      keeping, observance and performance by Tenant of the covenants and agreements
      herein contained.

    


    1.2  Exhibits
      and Addenda
      to Lease.  The Exhibits and Addenda listed below shall be
      attached to this Lease and be deemed incorporated in this Lease by this
      reference.  In the event of any inconsistency between such Exhibits
      and Addenda and the terms and provisions of this Lease, the terms and provisions
      of the Exhibits and Addenda shall control.  The Exhibits and Addenda
      to this Lease are:

    


    Exhibit
      A – Premises

    


    Exhibit
      B - Monthly Rent
      Schedule

    


    Exhibit
      C - Rules and
      Regulations

    


    Exhibit
      D – Work Letter

    


    2.           DEMISE
      OF PREMISES.

    


    2.1  Demise.  Subject
      to the provisions, covenants and agreements herein contained, Landlord hereby
      leases and demises to Tenant, and Tenant hereby leases from Landlord, the
      Premises as hereinafter defined, together with a non-exclusive right to use
      the
      Parking Area (as hereinafter defined) for the Term (as hereinafter defined)
      of
      the Lease, subject to existing covenants, restrictions, easements and
      encumbrances affecting the same.

    


    2.2  Premises.  The
      term "Premises" shall mean the space in the Building (as hereinafter defined)
      known as Suite 107 containing the number of rentable square feet as set forth
      in
      Section 2.3 of this Lease and more fully described on Exhibit A attached
      hereto.

    


    2.3  Square
      Footage and
      Address.  The Premises contains eleven thousand five hundred
      eighty (11,580) rentable square feet.  The address of the Premises is
      3923 Coconut Palm Drive, Suite 107, Tampa, Florida 33619.

    


    2.4           Building.  The
      term "Building" shall mean the Sabal Business Center One containing forty-one
      thousand three hundred eighty-two (41,382) rentable square feet.

    


    2.5  Improvements.  The
      term "Improvements" shall mean the Building, the Parking Area, and all other
      real property improvements, including landscaping.

    


    2.6  Property.  "Property"
      shall mean the Building and real property on which it is situated, the
      Improvements, and any fixtures and personal property used in operation and
      maintenance of same, other than fixtures and personal property of Tenant and
      other users of space in the Building.

    


    2.7  Common
      Facilities.  "Common Facilities" shall mean all of the Property
      except the Premises and other space in the Building leased or held for lease
      to
      other tenants.  Common Facilities shall include the Parking Area and
      any walks or driveways designated for common use by Tenant and other users
      of
      space in the Building.

    


    2.8  Parking
      Area.  "Parking Area" shall mean that portion that of the
      Property which is for the parking of motor vehicles.  The Parking Area
      is to be shared by Tenant in common with other users of space in the Building,
      provided, however, that Tenant shall, at no time during the Term of this Lease,
      use more than five (5) parking spaces per each one thousand (1,000) rentable
      square feet contained in the Premises.

    


    
      
        
        

      

      
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    2.9  Park.  The
      Property is located in and is part of the development commonly known as Sabal
      Park.

    


    2.10  Use
      of Common
      Facilities.  Tenant is hereby granted the non-exclusive right to
      use, in common with other users of space in the Building, so much of the Common
      Facilities as are needed for the use of the Premises.

    


    2.11  Covenant
      of Quiet
      Enjoyment.  If Tenant promptly and punctually complies with each
      of its obligations hereunder, it shall peacefully have and enjoy the possession
      of the Premises during the Term hereof, provided that no action of Landlord
      or
      other tenants working in other space in the Building, or in repairing or
      restoring the Premises, shall be deemed a breach of this covenant, or give
      to
      Tenant any right to modify this Lease either as to term, rent payable, or other
      obligations to be performed.

    


    2.12
Condition
      of
      Premises.  Tenant covenants and agrees that, upon taking
      possession of the Premises, it will have accepted the Premises "as-is" and
      Tenant waives any warranty of condition or habitability, suitability for
      occupancy, use of habitation, fitness for a particular purpose, or of
      merchantability, express or implied, relating to the Premises.

    


    3.           TERM
      OF LEASE.

    


    3.1  Term
      of
      Lease.  The Term (the "Term") of this Lease is for sixty (60)
      months, and shall commence on the date of substantial completion of the Tenant
      Improvements (as defined in the Work Letter attached hereto as Exhibit D) (the
      "Commencement Date"), and shall expire (unless sooner terminated or extended
      as
      herein provided) at noon on the date that is sixty (60) months after the
      Commencement Date (the "Expiration Date").  In the event Landlord
      shall permit Tenant to take possession of the Premises prior to the Commencement
      Date referenced above, all the terms and conditions of this Lease shall
      apply.

    


    3.2  Delivery
      of Possession.  If Landlord, for any reason whatsoever, cannot
      deliver possession of the Premises to Tenant on the Commencement Date, then
      this
      Lease shall not be void or voidable, no obligation of Tenant shall be affected
      thereby, and neither Landlord nor Landlord's agents shall be liable to Tenant
      for any loss or damage resulting from the delay in delivery of possession;
      provided, however, that in such event, the Commencement Date and Expiration
      Date
      of this Lease, and all other dates that may be affected by their change, shall
      be revised to conform to the date of Landlord's delivery of possession to
      Tenant.  The above, however, is subject to the provision that the
      period permitted for the delay of delivery of possession of the Premises shall
      not exceed ninety (90) days after the Commencement Date set forth in the first
      sentence of this Section 3 (except that those delays beyond
      Landlord's control, including, without limitation, those encompassed in the
      meaning of the term "force majeure", or caused by Tenant (the "Delays") shall
      be
      excluded in calculating such period).  If Landlord does not deliver
      possession to Tenant within such period, then Tenant may terminate this Lease
      by
      written notice to Landlord; provided, that written notice shall be ineffective
      if given after Tenant takes possession of any part of the Premises, or if given
      more than one hundred (100) days after the original Commencement Date plus
      the
      time of any Delays.  Unless expressly otherwise provided herein, Rent
      (as hereinafter defined) shall commence on the earlier of: (i) the Commencement
      Date; (ii) occupancy of the Premises by Tenant; (iii) the date Landlord has
      the
      Premises ready for occupancy by Tenant, as such date is adjusted under the
      Work
      Letter, if any, attached hereto; or (iv) the date Landlord could have had the
      Premises ready had there been no Delays attributable to
      Tenant.  Unless the context otherwise so requires, the term "Rent" as
      used herein includes both Base Rent (as hereinafter defined) and Additional
      Rent
      (as hereinafter defined).

    


    3.3  Adjustment
      of Expiration Date.  If the Expiration Date, as determined
      herein, does not occur on the last day of a calendar month, then Landlord,
      at
      its option, may extend the Term by the number of days necessary to cause the
      Expiration Date to occur on the last day of the last calendar month of the
      Term.  Tenant shall pay Base Rent and Additional Rent for such
      additional days at the same rate payable for the portion of the last calendar
      month immediately preceding such extension.  The Commencement Date,
      Term (including any extension by Landlord pursuant to this Section
      3) and Expiration Date may be set forth in a commencement letter (the
      "Commencement Letter") prepared by Landlord and executed by Tenant.

     

     

    
      
        
        

      

      
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    4.           RENT
      AND OTHER AMOUNTS PAYABLE.

    


    4.1  Base
      Rent.  Tenant covenants and agrees to pay to Landlord, without
      prior demand and without offset, deduction or abatement, minimum base rent
      for
      the full Term of this Lease in the amount of Seven Hundred Thirty-Seven Thousand
      Six Hundred Forty-Six and No/100 Dollars ($737,646.00) ("Base Rent"), plus
      applicable Florida state sales tax.

    


    Landlord
      shall notify Tenant in
      writing, giving calculations of the amount of Additional Rent, which Additional
      Rent shall be payable at the same time as, and in addition to, the Base Rent,
      but minimum Base Rent may never be less than that stated in this Section
      4.1.  Tenant shall further pay as Additional Rent any sales
      or use tax imposed on rents collected by Landlord or any tax on rents in lieu
      of
      ad valorem taxes on the Building, even though laws imposing such taxes may
      attempt to require Landlord to pay the same.  If any such sales or use
      tax shall be imposed upon Landlord, and Landlord shall be prohibited by
      applicable law from collecting the amount of such tax from Tenant as Additional
      Rent, then Landlord, upon sixty (60) days prior written notice to Tenant, may
      terminate this Lease, unless Tenant legally can and does in fact reimburse
      Landlord for such tax.

    


    4.2  Monthly
      Rent.  Base Rent shall be payable in advance, in monthly
      installments ("Monthly Rent") as set forth in Exhibit B, plus applicable Florida
      state sales tax, commencing on the first day of the first month of the Term
      of
      this and continuing on the same day of each month thereafter for the balance
      of
      the Term of this Lease, unless the Commencement Date of the Term of this is
      other than the first day of a calendar month, in which event Rent shall be
      payable on the Commencement Date for the remaining number of days in that month
      prorated for such partial month, and thereafter as provided above.

    


    4.3  Place
      of
      Payments.  Base Rent and all other sums payable by Tenant to
      Landlord under this Lease shall be paid to Landlord at the place for payments
      specified for notices in Section 13.8, or such other place as
      Landlord may, from time to time, designate in writing.  In addition to
      such remedies as may be provided under the Default provisions of this Lease,
      Landlord shall be entitled to collect a late charge of five percent (5%) of
      the
      amount of each monthly payment not received within five (5) days of the date
      when due, and a charge of the lower of the maximum lawful bad check fee or
      five
      percent (5%) of the amount of any check given by Tenant and not paid when first
      presented by Landlord.

    


    4.4  Lease
      a Net Lease
      and Rent Absolute.  It is the intent of the parties that the Base
      Rent provided in this Lease shall be a net payment to Landlord; that the Lease
      shall continue for the full Term of this Lease notwithstanding any occurrence
      preventing or restricting use and occupancy of the Premises, including any
      damage or destruction affecting the Premises, and any action by governmental
      authority relating to or affecting the Premises, except as otherwise
      specifically provided in this Lease; that the Base Rent shall be absolutely
      payable without offset, reduction or abatement for any cause except as otherwise
      specifically provided in this Lease; that Landlord shall not bear any costs
      or
      expenses relating to the Premises or provide any services or do any act in
      connection with the Premises except as otherwise specifically provided in this
      Lease; and that Tenant shall pay, in addition to Base Rent, Additional Rent
      to
      cover costs and expenses relating to the Premises, the Common Facilities, and
      the Property.

    


    4.5  Additional
      Rent.  Tenant covenants and agrees to pay, as Additional Rent,
      its Proportionate Share of: (i) all costs and expenses incurred by Landlord
      relating to the Premises; (ii) all costs and expenses relating to the Common
      Facilities; and (iii) certain costs and expenses relating to the Property and
      the Park, all as hereinafter provided and to pay all other amounts payable
      by
      Tenant under the terms of this Lease ("Additional Rent").  Costs and
      expenses, the Proportionate Share of which is payable by Tenant as Additional
      Rent (as aforesaid) shall include, without limitation, (a) Taxes and Assessments
      (as defined in Section 5 below); (b) insurance costs (as provided in Section
      6
      below); (c) operating expenses (as provided in Section 7.2
      below); (e) maintenance and repair expenses (as provided in Section
      7.3 below); and, (f) other costs and expenses relating to the Premises,
      the Common Facilities, the Property, and the Park during or attributable to
      the
      Term of this Lease, all as hereinafter provided in this Lease.

    


    4.6  Tenant's
      Proportionate Share.  "Tenant's Proportionate Share" shall mean
      the percentage derived by dividing the rentable square footage of the Premises,
      as set forth in Section 2.3, by the rentable square footage
      within the Building as set forth in Section
      2.4.  Tenant's Proportionate Share on the date of this Lease
      is twenty-seven and ninety-eight hundredths percent (27.98%).

     

     

    
      
        
        

      

      
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    4.7  Monthly
      Deposits for
      Costs and Expenses Payable as Additional Rent.  Tenant covenants
      and agrees to pay to Landlord, monthly in advance, without notice, on each
      day
      that payment of Monthly Rent is due, amounts as hereinafter specified (the
      "Monthly Deposits") for: (i) payment of Taxes and Assessments (as hereinafter
      defined); (ii) insurance premiums payable with respect to the Property
      ("Insurance Premiums"); and (iii) utility charges, operating expenses and
      maintenance and repair expenses, as specified in Section 7 below, and other
      costs and expenses relating to the Common Facilities and the Park (other than
      the Premises) ((i), (ii) and (iii) collectively, the "Expenses"), and, if the
      Monthly Deposits are insufficient to pay the Expenses, to pay to Landlord,
      within ten (10) days after demand by Landlord, amounts necessary to provide
      Landlord with funds to pay the same.  The Monthly Deposits shall each
      be equal to the aggregate of 1/12 of the amount, of Tenant's Proportionate
      Share
      of the annual Expenses, as reasonably estimated by
      Landlord.  Beginning on the first day of the first month of the Term
      of this Lease, Tenant agrees to pay a Monthly Deposit of Thirty-Seven and 1/2
      Cents ($0.375) per rentable square foot, namely the sum of Four Thousand Three
      Hundred Forty-Two and 50/100 Dollars ($4,342.50) per month.  After the
      end of each calendar year and after receipt by Landlord of all necessary
      information and computations, Landlord shall promptly furnish Tenant with a
      statement of the Expenses for the year, and an adjustment shall be made between
      Landlord and Tenant with payment to or repayment by Landlord, as the case may
      require to the end that Landlord shall receive the entire amount actually owed
      by Tenant for Expenses for such year.  Any payment adjustment owed by
      Tenant will be due forthwith.  To the extent the Monthly Deposits
      exceed the Expenses, the excess amount shall, at Landlord's option, except
      as
      may be otherwise provided by law, either be paid to Tenant or credited against
      future Monthly Deposits or against Base Rent, or other amounts payable by Tenant
      under this Lease.  The amount of Expenses payable by Tenant for the
      years in which the Term of this Lease commences and expires shall be subject
      to
      the provisions hereinafter contained in this Lease for proration of such amounts
      in such years.  Prior to the dates on which payment becomes delinquent
      for Expenses, Landlord shall make payment of such amounts to the extent of
      funds
      from Monthly Deposits available therefor and, upon request by Tenant, shall
      furnish Tenant with a copy of any receipt for such payments.  Except
      for Landlord's obligation to make payments out of funds available from Monthly
      Deposits, the making of Monthly Deposits by Tenant shall not limit or alter
      Tenant's obligation to pay any part of the Expenses, as elsewhere provided
      in
      this Lease.

    


    4.8  Park
      Expenses.  In addition to all other amounts payable by Tenant
      pursuant to the terms of this Lease, Tenant shall pay, as Additional Rent
      payable pursuant to the provisions hereinabove for Monthly Deposits, Tenant's
      Proportionate Share of the Park Expenses which are deemed allocated to the
      Property.  "Park Expenses" shall mean all items listed in paragraph
      4.5 hereof as Additional Rent which relate to the Park and which are not
      separately attributable to the Property or any other portion of the
      Park.

    


    4.9  Proration
      at
      Commencement and Expiration of Term.  Expenses shall be prorated
      between Landlord and Tenant for the year in which the Term of this Lease
      commences and for the year in which the Term of this Lease expires as of,
      respectively, the date of commencement of the Term of this Lease and the date
      of
      expiration of the Term of this Lease, except as hereinafter
      provided.  Tenant shall be liable without proration for the full
      amount of any Taxes and Assessments relating to improvements, fixtures,
      equipment or personal property installed by or on behalf of Tenant which are
      levied, assessed, or attributable to the Term of this
      Lease.  Proration of Expenses shall be made on the basis of the actual
      Expenses, billed during the calendar years of the Term of this
      Lease.  The Tenant's Proportionate Share of Expenses for the years in
      which the Term of this Lease commences and expires shall be paid and deposited
      with the Landlord through Monthly Deposits as hereinabove provided, but, in
      the
      event actual Expenses for either year are greater or less than as estimated
      for
      purposes of Monthly Deposits, appropriate adjustment and payment shall be made
      between the parties, at the time the actual amounts are known, as may be
      necessary to accomplish payment or proration, as herein provided.

    


    4.10  Security
      Deposit.  Simultaneously with the execution of this Lease, Tenant
      shall deposit with Landlord, the sum of Seventeen Thousand Five Hundred and
      No/100 Dollars ($17,500.00) as a security deposit ("Security
      Deposit").  The Security Deposit shall be retained by Landlord and may
      be applied by Landlord, to the extent necessary, to pay and cover any loss,
      cost, damage or expense, including attorney's fees sustained by Landlord by
      reason of the failure of Tenant to comply with any provision, covenant or
      agreement of Tenant contained in this Lease.  To the extent not
      necessary to cover such loss, cost, damage or expense, the Security Deposit
      shall be returned to Tenant within sixty (60) days after expiration of the
      Term
      of this Lease, or as may be otherwise provided by law.  The Security
      Deposit shall not be considered as an advance payment of rent or as a measure
      of
      the loss, cost, damage or expense which is or may be sustained by Landlord,
      and
      shall not be applied as an offset to the last month's rent due from
      Tenant.  In the event all or any portion of the Security Deposit is
      applied by Landlord to pay any such loss, cost, damage or expense, Tenant shall,
      from time to time, promptly upon demand, deposit with Landlord such amounts
      as
      may be necessary to replenish the Security Deposit to its original
      amount.

     

     

    
      
        
        

      

      
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    4.11  General
      Provisions
      as to Monthly Deposits and Security Deposit.  Landlord shall be
      free to commingle the Monthly Deposits and Security Deposit with Landlord's
      own
      funds and Landlord shall not be obligated to pay interest to Tenant on account
      of the Monthly Deposits and Security Deposit.  In the event of a
      transfer by Landlord of Landlord's interest in the Premises, Landlord may
      deliver the Monthly Deposits and Security Deposit to the transferee of
      Landlord's interest and Landlord shall thereupon be discharged from any further
      liability to Tenant with respect to such Monthly Deposits and Security
      Deposit.  In the event of a transfer by Tenant of Tenant's interest in
      the Premises (Tenant's right to do being limited by Section
      8.17), Landlord shall be entitled to deliver the Monthly Deposits and
      Security Deposit to Tenant's successor in interest and Landlord shall thereafter
      have no liability with respect to the Monthly Deposits and Security
      Deposit.

    


    5.           TAXES
      AND ASSESSMENTS.

    


    5.1
Covenant
      to Pay Taxes and
      Assessments.  Tenant covenants and agrees to pay, as Additional
      Rent, Tenant's Pro Rata Share of Taxes and Assessments, which are billed during
      any calendar year falling partly or wholly within the Term of this Lease,
      payable pursuant to the provisions hereinabove for Monthly
      Deposits.  "Taxes and Assessments" shall mean all taxes, assessments
      or other impositions, general or special, ordinary or extraordinary, of every
      kind or nature, which may be levied, assessed or imposed upon or with respect
      to
      the Property or any part thereof, but shall not include income tax or franchise
      tax of Landlord.

    


    5.2  Special
      Assessments.  In the event any Taxes or Assessments are payable
      in installments over a period of years, Tenant shall be responsible only for
      installments billed during the calendar years within the Term of this Lease,
      with proration, as above provided, of any installment payable prior to or after
      expiration of the Term of this Lease.

    


    5.3  New
      or Additional
      Taxes.  Tenant's obligation to pay Tenant's Pro Rata Share of
      Taxes and Assessments shall include any Taxes and Assessments of a nature not
      presently in effect but which may hereafter be levied, assessed or imposed
      upon
      Landlord or upon the Property if such tax shall be based upon or arise out
      of
      the ownership, use or operation of, or the rents received from, the Property,
      other than income taxes and franchise taxes of Landlord.  For the
      purposes of computing Tenant's liability for such new type of tax or assessment,
      the Property shall be deemed the only property of Landlord.

    


    5.4  Landlord's
      Sole
      Right to Contest Taxes.  Landlord shall have the sole right to
      contest any Taxes or Assessments.  Landlord shall pay to or credit
      Tenant with Tenant's Pro Rata Share of any abatement, reduction or recovery
      of
      any Taxes and Assessments attributable to the Term of this Lease, less Tenant's
      Proportionate Share of all costs and expenses incurred by Landlord, including
      attorneys' fees, in connection with such abatement, reduction or
      recovery.

    


    6.           INSURANCE.  Tenant
      shall comply with all applicable laws, ordinances and regulations affecting
      the
      Premises, now existing or hereafter adopted.

    


    6.1
Casualty
      Insurance.  Landlord covenants and agrees to obtain and keep in
      full force and effect during the Term of this Lease, Casualty Insurance as
      hereinafter defined.  "Casualty Insurance" shall mean fire and
      extended coverage insurance with respect to the Property, in an amount equal
      to
      the full replacement cost thereof, with coinsurance clauses of no less than
      80%,
      and with coverage, at Landlord's option, by endorsement or otherwise, for all
      risks, vandalism and malicious mischief, sprinkler leakage, boilers, and rental
      loss and with a deductible in an amount for each occurrence as Landlord, in
      its
      sole discretion, may determine from time to time.  Casualty Insurance
      obtained by Landlord need not name Tenant as an insured party but may, at
      Landlord's option, name any mortgagee or holder of a deed of trust as an insured
      party as its interest may appear.  Tenant covenants and agrees to pay
      its Proportionate Share of the cost of Casualty Insurance obtained by Landlord
      as Additional Rent, payable pursuant to the provisions hereinabove for Monthly
      Deposits.

    


    6.2  Liability
      Insurance.  Throughout the Term, Tenant, at its sole cost and
      expense, shall keep or cause to be kept for the mutual benefit of Landlord,
      Landlord's managing agent,

    (presently
      Eola Capital LLC) and Tenant, Commercial General Liability Insurance (1986
      ISO
      Form or its equivalent) with a combined single limit, each Occurrence and
      General Aggregate-per location of at least TWO MILLION DOLLARS ($2,000,000),
      which policy shall insure against liability of Tenant, arising out of and in
      connection with Tenant's use of the Premises, and which shall insure the
      indemnity provisions contained herein.  In the event that Tenant
      exercises the Renewal Option provided for in Exhibit E attached hereto, then
      at
      the time of such renewal, Landlord may require the limits to be increased if
      in
      its reasonable judgment (or that of its mortgagee) the coverage is
      insufficient.  Tenant shall also carry the equivalent of ISO Special
      Form Property Insurance on its personal property and fixtures located in the
      Premises and any improvements made by Tenant for their full replacement value
      and with coinsurance waived, and Tenant shall neither have, nor make, any claim
      against Landlord for any loss or damage to the same, regardless of the cause
      thereof.

    


    Prior
      to
      taking possession of the Premises, and annually thereafter, Tenant shall deliver
      to Landlord certificates or other evidence of insurance satisfactory to
      Landlord.  All such policies shall be non-assessable and shall contain
      language to the extent obtainable that: (i)  that the policies are
      primary and non-contributing with any insurance that Landlord may carry, and
      (ii) that the policies cannot be canceled, non-renewed, or coverage reduced
      except after thirty (30) days' prior written notice to Landlord.  If
      Tenant fails to provide Landlord with such certificates or other evidence of
      insurance coverage, Landlord may obtain such coverage and Tenant shall reimburse
      the cost thereof on demand.

    


    Anything
      in this Lease to the contrary notwithstanding, Landlord hereby releases and
      waives unto Tenant (including all partners, stockholders, officers, directors,
      employees and agents thereof), its successors and assigns, and Tenant hereby
      releases and waives unto Landlord (including all partners, stockholders,
      officers, directors, employees and agents thereof), its successors and assigns,
      all rights to claim damages for any injury, loss, cost or damage to persons
      or
      to the Premises or any other casualty, as long as the amount of which injury,
      loss, cost or damage has been paid either to Landlord, Tenant, or any other
      person, firm or corporation, under the terms of any Property, General Liability,
      or other policy of insurance, to the extent such releases or waivers are
      permitted under applicable law.  As respects all policies of insurance
      carried or maintained pursuant to this Lease and to the extent permitted under
      such policies, Tenant and Landlord each waive the insurance carriers’ rights of
      subrogation.  Subject to the foregoing, Tenant shall indemnify and
      hold Landlord harmless from and against any and all claims arising out of (i)
      Tenant's use of the Premises or any part thereof, (ii) any activity, work,
      or
      other thing done, permitted or suffered by Tenant in or about the Premises
      or
      the Building, or any part thereof, (iii) any breach or default by Tenant in
      the
      performance of any of its obligations under this Lease, or (iv) any act or
      negligence of Tenant, or any officer, agent, employee, contractor, servant,
      invitee or guest of Tenant; and in each case from and against any and all
      damages, losses, liabilities, lawsuits, costs and expenses (including attorneys'
      fees at all tribunal levels) arising in connection with any such claim or claims
      as described in (i) through (iv) above, or any action brought
      thereon.

    


    If
      such
      action is brought against Landlord, Tenant upon notice from Landlord shall
      defend the same through counsel selected by Tenant's insurer, or other counsel
      acceptable to Landlord.  Tenant assumes all risk of damage or loss to
      its property or injury or death to persons in, on, or about the Premises, from
      all causes except those for which the law imposes liability on Landlord
      regardless of any attempted waiver thereof, and Tenant hereby waives such claims
      in respect thereof against Landlord.  The provisions of this paragraph
      shall survive the termination of this Lease.

    


    Tenant’s
      insurance policies required by this Lease shall: (i) be issued by insurance
      companies licensed to do business in the state in which the Premises are located
      with a general policyholder's ratings of at least A- and a financial rating
      of
      at least VI in the most current Best's Insurance Reports available on the
      Commencement Date, or if the Best's ratings are changed or discontinued, the
      parties shall agree to a comparable method of rating insurance companies; (ii)
      name the non-procuring party as an additional insured as its interest may appear
      [other landlords or tenants may be added as additional insureds in a blanket
      policy]; (iii) provide that the insurance not be canceled, non-renewed or
      coverage materially reduced unless thirty (30) days advance notice is given
      to
      the non-procuring party; (iv) be primary policies; (v) have no deductible
      exceeding Ten Thousand and No/100 Dollars ($10,000.00), unless accepted in
      writing by Landlord; and (vi) be maintained during the entire Term and any
      extension terms.

     

     

    
      
        
        

      

      
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    7.           SERVICES
      AND UTILITIES, OPERATING, MAINTENANCE AND REPAIR EXPENSES.

    


    7.1  Service
      and Utility
      Charges.  Tenant covenants and agrees to pay all charges for
      water, sewage disposal, gas, electricity, light, heat, power, telephone,
      janitorial, vermin and pest control, trash removal (including container removal)
      or other utility services used, rendered or supplied to or for the Premises
      and
      to contract for the same in Tenant's own name.  In no event shall
      Landlord be liable for any interruption or failure in the supply of any such
      utilities to the Premises, provided, however, Landlord shall make commercially
      reasonable efforts to cause the restoration of such utilities.

    


    7.2  Operating
      Expenses.  Tenant covenants and agrees to pay all costs and
      expenses of operations on or relating to the Property and the Park, including
      costs and expenses for common area utilities, gardening and landscaping
      services.  Tenant also covenants and agrees to pay to Landlord the
      cost of personnel to implement such service, to police or secure the common
      areas and property management fees and expenses.  All Landlords
      expenses and costs associated with the operation, management, repairs or
      maintenance of the Property and Park shall be included as operating expenses.
      Tenant's Proportionate Share of any such costs and expenses incurred by Landlord
      relating to the Property and Park or which are not separately allocated to
      premises in the Building leased or held for lease to tenants, such costs and
      expenses shall be payable pursuant to the provisions hereinabove for Monthly
      Deposits.

    


    7.3  Maintenance
      and
      Repair Expenses.  Upon substantial completion of the Tenant
      Improvements described on Exhibit D, Landlord shall deliver the Premises to
      Tenant in a condition that is in compliance with the Americans with Disabilities
      Act and all other applicable governmental regulation.  Tenant
      covenants and agrees to thereafter maintain, repair, replace and keep the
      Premises and all improvements, fixtures and personal property thereon in good,
      safe and sanitary condition, order and repair and in accordance with all
      applicable laws, ordinances, orders, rules and regulations (including, without
      limitation, the Americans with Disabilities Act "ADA") of governmental
      authorities having jurisdiction, now existing or hereafter enacted; to pay
      all
      costs and expenses in connection therewith; and to contract for the same in
      Tenant's own name; and to pay to Landlord, pursuant to the provisions
      hereinabove for Monthly Deposits, Tenant's Proportionate Share of any such
      costs
      and expenses incurred by Landlord relating to the Property and Park or which
      are
      not separately allocated to premises in the Building leased or held for lease
      to
      tenants.  Such costs and expenses as to the Property and Park may
      include, without limitation, the costs and expenses of maintenance and upkeep
      of
      grass, trees, shrubs and landscaping, including replanting where necessary;
      keeping parking areas, landscaped areas, sidewalks and driveways safe and secure
      (with guards or watchmen where Landlord deems necessary) and free from litter,
      dirt, debris, snow, and obstructions; and ordinary maintenance and repair of
      the
      Property and Park.  All maintenance and repairs by Tenant shall be
      done promptly, in a good and workmanlike fashion, and without diminishing the
      original quality of the Premises or the Property.  Tenant’s
      obligations hereunder include the responsibility to repair and maintain at
      its
      own expense the HVAC equipment and system serving the
      Premises.  Tenant, at its sole cost and expense, shall obtain its own
      service contract for the HVAC equipment and systems servicing the Premises
      with
      a vendor approved by Landlord with such service contract specifically including
      regular maintenance in accordance with the HVAC manufacturer’s specifications on
      at least a quarterly basis, with a copy of each maintenance report to be
      provided to Landlord.  Notwithstanding anything contained herein to
      the contrary, if and to the extent that HVAC equipment and systems servicing
      the
      Premises require major repairs or replacement due to ordinary wear and tear
      and
      the cost of such major repair or replacement exceeds Five Hundred and No/100
      Dollars ($500.00) per unit in any calendar year during the Term of this Lease
      (the “Tenant’s Repair Limit”) then Landlord, at Landlord’s option, shall either
      pay for or reimburse Tenant the reasonable and actual cost in excess of Tenant’s
      Repair Limit for such repair or replacement, provided that (i) the cost of
      the
      aforementioned HVAC maintenance contract shall not be included in Tenant’s
      Repair Limit, (ii) Landlord shall in no way be responsible for any costs
      associated with any supplemental HVAC units installed by Tenant pursuant to
      this
      Section 7.3,  (iii) prior to any repair or replacement, Tenant first
      submits to Landlord a written quotation from a Landlord approved vendor for
      the
      repair or replacement, (iv) Tenant shall be solely responsible for the cost
      of
      any repair or replacement up to the amount of Tenant’s Repair Limit, (v) the
      repair or replacement was in no part necessary due to the act or negligence
      of
      Tenant, its employees, officers, agents, contractors or invitees, (vi) Tenant’s
      service contract for the HVAC equipment and systems as required by this Section
      7.3 is in full force and effect, and (vii) Landlord, at its sole discretion,
      makes the determination whether to repair or
      replace.    Landlord shall be responsible for and shall bear
      the costs and expenses of replacement of, or extraordinary maintenance and
      repairs to, roofs, exterior walls, and structural elements of the Building
      and
      Improvements, capital improvements, and costs incurred to bring the Building
      into compliance with building code and applicable governmental regulations
      (collectively, the “Landlord Building Costs”) unless the need for such
      replacement or repair is caused by the act or neglect of Tenant, it’s agents,
      servants, employees, invitees or an damage caused by breaking and entering,
      in
      which case said Tenant shall pay to Landlord the actual cost of such maintenance
      and repair.  The Landlord Building Costs shall be paid by Landlord and
      shall not be included in the Additional Rent, except to the extent that the
      work
      resulting in the Landlord Building Costs results in reductions in operating
      expenses.  Tenant shall have the right to install supplemental air
      conditioning units in the Premises with the cost of purchase, engineering,
      installation, operation and maintenance (including but not limited to cost
      of
      electricity to operate such unit) of the units to be paid solely by Tenant,
      provided that (i) Landlord shall determine the location of such supplemental
      unit(s), and (ii) any such units, without payment of consideration to Tenant,
      shall become the property of Landlord upon the expiration or earlier termination
      of this Lease, provided further, that Landlord may require Tenant to remove
      such
      supplemental air conditioning units upon the expiration or earlier termination
      of this Lease, in which event Tenant shall, at its sole cost and expense, remove
      such units and repair any damage resulting from such removal.

     

     

    
      
        
        

      

      
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    8.           OTHER
      COVENANTS OF TENANT.

    


    8.1  Limitation
      on Use by
      Tenant.  Tenant covenants and agrees to use the Premises only for
      general office purposes in connection with Tenant’s stored value card business
      and for no other purposes, except with the prior written consent of
      Landlord.

    


    8.2  Compliance
      with
      Laws.  Tenant covenants and agrees that nothing shall be done or
      kept on the Premises in violation of any law, ordinance, order, rule or
      regulation of any governmental authority having jurisdiction, and that the
      Premises shall be used, kept and maintained in compliance with any such law,
      ordinance, order, rule or regulation (now existing or hereafter enacted) and
      with the certificate of occupancy issued for the Building and the
      Premises.

    


    8.3  Compliance
      with
      Insurance Requirements.  Tenant covenants and agrees that nothing
      shall be done or kept on the Premises which might make unavailable or increase
      the cost of insurance maintained with respect to the Premises or the Property,
      which might increase the insured risks or which might result in cancellation
      of
      any such insurance.

    


    8.4  No
      Waste or
      Impairment of Value.  Tenant covenants and agrees that nothing
      shall be done or kept on the Premises or the Property which might impair the
      value of the Premises or the Property, or which would constitute
      waste.

    


    8.5  No
      Hazardous
      Use.  Tenant covenants and agrees that nothing shall be done or
      kept on the Premises or the Property and that no improvements, changes,
      alterations, additions, maintenance or repairs shall be made to the Premises,
      which might be unsafe or hazardous to any person or property.  Tenant
      shall at all times comply with its representations, warranties and covenants
      as
      set forth in Exhibit C.

    


    8.6  No
      Structural or
      Overloading.  Tenant covenants and agrees that nothing shall be
      done or kept on the Premises or the Building and that no improvements, changes,
      alterations, additions, maintenance or repairs shall be made to the Premises
      which might impair the structural soundness of the Building, which might result
      in an overload of the weight capacity of floors or of electricity lines serving
      the Building, or which might interfere with electric or electronic equipment
      in
      the Building or on any adjacent or nearby property.  In the event of
      violations hereof, Tenant covenants and agrees to remedy immediately the
      violation at Tenant's expense and in compliance with all requirements of
      governmental authorities and insurance underwriters.

    


    8.7  No
      Nuisance, Noxious
      or Offensive Activity.  Tenant covenants and agrees that no
      noxious or offensive activity shall be carried on upon the Premises or the
      Property; nor shall anything be done or kept on the Premises or the Property
      which may be or become a public or private nuisance or which may cause
      embarrassment, disturbance, or annoyance to others in the Building or on
      adjacent or nearby property.

    


    8.8  No
      Annoying Lights,
      Sounds or Odors.  Tenant covenants and agrees that no light shall
      be emitted from the Premises which is unreasonably bright or causes unreasonable
      glare; no sound shall be emitted from the Premises which is unreasonably loud
      or
      annoying; and no odor shall be emitted from the Premises which is or might
      be
      noxious or offensive to others in the Building or on adjacent or nearby
      property.

     

     

    
      
        
        

      

      
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    8.9  No
      Unsightliness.  Tenant covenants and agrees that no unsightliness
      shall be permitted on the Premises or the Property.  Without limiting
      the generality of the foregoing, all unsightly conditions, equipment, objects
      and conditions shall be kept enclosed within the Premises; hallways adjoining
      the Premises may not be used for discarding or storing any materials; no refuse,
      scrap, debris, garbage, trash, bulk materials or waste shall be kept, stored
      or
      allowed to accumulate on the Premises or the Property except as may be enclosed
      within the Premises; all pipes, wires, poles, antenna and other facilities
      for
      utilities or the transmission or reception of audio or visual signals or
      electricity shall be kept and maintained underground or enclosed within the
      Premises or appropriately screened from view; and no temporary structure shall
      be placed or permitted on the Premises or the Property without the prior written
      consent of Landlord.

    


    8.10
No
      Animals.  Tenant covenants and agrees that no animals shall be
      permitted or kept on the Premises or the Property.

    


    8.11  Restriction
      on
      Signs and Exterior Lighting.  Tenant may not erect, install or
      display any sign or advertising material upon the Building exterior, the
      exterior of the Premises (including any exterior doors), or the exterior walls
      thereof, or in any window therein, and no exterior lighting shall be permitted
      on the Premises or the Property except as approved in writing by Landlord,
      without the prior written consent of Landlord.  Landlord shall install
      Landlord’s standard signage at Tenant’s entrance and on the Monument Sign as
      part of Tenant Improvements.

    


    8.12  No
      Violation of
      Covenants.  Tenant covenants and agrees not to commit, suffer or
      permit any violation of any covenants, conditions or restrictions affecting
      the
      Premises or the Property, provided that Landlord has provided a copy of such
      covenants, conditions and restrictions to Tenant prior to execution of this
      Lease or made same available at Landlord’s office for Tenant’s
      review.

    


    8.13  Restriction
      on
      Changes and Alterations. Tenant shall make no structural or interior
      alterations of the Premises without Landlord’s prior written
      consent.  If Tenant requires alterations, Tenant shall provide
      Landlord’s managing agent with a complete set of construction drawings, and such
      agent shall then determine the actual cost of the work to be done (to include
      a
      construction supervisions fee of three percent (3%) to be paid to Landlord’s
      managing agent).  Tenant may then either agree to pay Landlord to have
      the work done, or with Landlord’s consent, engage their own contractor, approved
      by Landlord to perform the alterations.  If requested by Landlord at
      the termination of this Lease or vacation of the Premises by Tenant, Tenant
      shall restore (at Tenant's sole cost and expense) the Premises to the same
      condition as existed at the commencement of the term, ordinary wear and tear
      and
      damage by insured casualty only excepted.  However, Landlord may elect
      to require Tenant to leave alterations performed for it unless at the time
      of
      such alterations Landlord agreed in writing that Tenant could remove them on
      expiration or termination of this Lease, and if Tenant does so remove Tenant
      shall repair any damage occasioned by such removal.  The foregoing
      notwithstanding, Tenant shall not be required to remove the improvements made
      to
      the Premises as described in the Work Letter attached hereto as Exhibit
      D.

    


    8.14  No
      Mechanics
      Liens.  Tenant covenants and agrees not to permit or suffer, and
      to cause to be removed and released, any mechanics, materialmen or other lien
      on
      account of supplies, machinery, tools, equipment, labor or material furnished
      or
      used in connection with the construction, alteration, improvement, addition
      to
      or repair of the Premises by, through or under Tenant.  Tenant shall
      have the right to contest, in good faith and with reasonable diligence, the
      validity of any such lien or claimed lien, provided that Tenant shall give
      to
      Landlord such security as may be reasonably requested by Landlord to insure
      the
      payment of any amounts claimed, including interests and costs, and to prevent
      any sale, foreclosure or forfeiture of any interest in the Property on account
      of any such lien and provided that, on final determination of the lien or claim
      for lien, Tenant shall immediately pay any judgment rendered, with interests
      and
      costs, and will cause the lien to be released and any judgment
      satisfied.

    


    TENANT
      SHALL NOTIFY ANY CONTRACTOR PERFORMING ANY CONSTRUCTION WORK IN THE PREMISES
      ON
      BEHALF OF TENANT THAT THIS LEASE SPECIFICALLY PROVIDES THAT THE INTEREST OF
      LANDLORD IN THE PREMISES SHALL NOT BE SUBJECT TO LIENS FOR IMPROVEMENTS MADE
      BY
      TENANT, AND NO MECHANIC’S LIEN OR OTHER LIEN FOR ANY SUCH LABOR, SERVICES,
      MATERIALS, SUPPLIES, MACHINERY, FIXTURES OR EQUIPMENT SHALL ATTACH TO OR AFFECT
      THE STATE OR INTEREST OF LANDLORD IN AND TO THE PREMISES, THE BUILDING, OR
      ANY
      PORTION THEREOF.  IN ADDITION, LANDLORD SHALL HAVE THE RIGHT TO POST
      AND KEEP POSTED AT ALL REASONABLE TIMES ON THE PREMISES AND NOTICES WHICH
      LANDLORD SHALL BE REQUIRED SO TO POST FOR THE PROTECTION OF LANDLORD AND THE
      PREMISES FROM ANY SUCH LIEN.  TENANT AGREES TO PROMPTLY EXECUTE SUCH
      INSTRUMENTS IN RECORDABLE FORM IN ACCORDANCE WITH THE TERMS AND PROVISIONS
      OF
      FLORIDA STATUTE SECTION 713.10.

     

     

    
      
        
        

      

      
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    8.15  No
      Other
      Encumbrances.  Tenant covenants and agrees not to obtain any
      financing secured by Tenant's interest in the Premises and not to encumber
      the
      Premises, or Landlord or Tenant's interest therein, without the prior written
      consent of Landlord, and to keep the Premises free from all liens and
      encumbrances except those created by Landlord.

    


    8.16  Subordination
      to Landlord Mortgages. The Lease, as the same may hereafter be modified,
      amended or extended, is, shall be, and shall at all times remain, subject and
      subordinate to the terms, conditions and provisions of any mortgage now existing
      or later placed upon the premises by Landlord, the lien imposed by such
      mortgage; and all advanced made under such mortgage.  Such
      subordination is and shall be effective and self-operative without any need
      for
      any successor to landlord’s interest in the premises by foreclosure or deed in
      lieu thereof (a “Successor Landlord”) or Tenant to execute any further
      document.  Tenant shall, however, confirm such subordination in
      writing upon request by Landlord and any Successor Landlord within ten (10)
      days
      of such request.  In the event of foreclosure of such mortgage, Tenant
      shall not be disturbed in its possession of the Premises so long as Tenant
      is
      not in default under this Lease and, subsequent to such foreclosure, Tenant
      attorns to the party acquiring title by virtue of the foreclosure, and this
      Lease shall continue in full force and effect as a direct lease, in accordance
      with its terms, between the Successor Landlord and Tenant.  Tenant
      agrees to give any mortgagee of Landlord which has provided a non-disturbance
      agreement to Tenant, notice of, and a reasonable opportunity (which shall in
      no
      event be less than thirty (30) days after written notice thereof is delivered
      to
      mortgagee as herein provided) to cure, any Landlord default hereunder; and
      Tenant agrees to accept such cure if effected by such mortgagee.  No
      termination of this Lease by Tenant shall be effective until such notice has
      been given and the cure period has expired without the default having been
      cured.

    


    8.17  No
      Assignment or
      Subletting.  Tenant may not assign or encumber this Lease or its
      interest in the Premises arising under this Lease, and may not sublet any part
      or all of the Premises without the written consent of Landlord first had and
      obtained.  Tenant shall pay all reasonable out-of-pocket costs and
      expenses incurred by Landlord in connection with assignments or sublease
      transactions, including Landlord'’ attorney fees.  Any assignment or
      sublease to which Landlord may consent (one consent not being any basis that
      Landlord should grant any further consent) shall not relieve Tenant of any
      or
      all of its obligations hereunder.  For the purpose of the
Section 8.17, the work "assignment" shall be defined and deemed
      to include the following:   (i) if Tenant is a partnership, the
      withdrawal or change, whether voluntary, involuntary or by operation of law
      of
      partners owning thirty percent (30%) or more of the partnership, or the
      dissolution of the partnership; (ii) if Tenant consists of more than one person,
      an assignment, whether voluntary, involuntary, or by operation of law, by one
      person to one of the other persons that is a Tenant; (iii) if Tenant is a
      corporation, any dissolution or reorganization of Tenant, or the sale or other
      transfer of a controlling percentage (hereafter defined) of capital stock of
      Tenant other than to an affiliate or subsidiary or the sale of fifty-one percent
      (51%) in value of the assets of Tenant; (iv) if Tenant is a Limited Liability
      Company, the change of members whose interest in the Company is 50% or
      more.  The phrase "controlling percentage" means the ownership of, and
      the right to vote, stock possessing at least fifty-one percent (51%) of the
      total combined voting power of all classes of Tenant's capital stock issued,
      outstanding and entitled to vote for the election of directors, or such lesser
      percentage as is required to provide actual control over the affairs of the
      corporation.  Acceptance of Rent by Landlord after any non-permitted
      assignment shall not constitute approval thereof by
      Landlord.   Notwithstanding the foregoing provisions of this
Section 8.17, Tenant may assign or sublease part or all of the
      Premises without Landlord's consent to: (i) any corporation or partnership
      that
      controls, is controlled by, or is under common control with, Tenant; or (ii)
      any
      corporation resulting from the merger or consolidation with Tenant or to any
      entity that acquires all of Tenant's assets as a going concern of the business
      that is being conducted on the Premises, as long as the assignee or sublessee
      is
      a bona fide entity and assumes the obligations of Tenant, and continues the
      same
      use as permitted under Section 8.1.  However,
      Landlord must be given prior written notice of any such assignment or
      subletting, and failure to do so shall be a default
      hereunder.  Landlord will never consent to an assignment or sublease
      that might result in a use that conflicts with the rights of an existing
      tenant.  In no event shall this Lease be assignable by operation of
      any law, and Tenant's rights hereunder may not become, and shall not be listed
      by Tenant as an asset under any bankruptcy, insolvency or reorganization
      proceedings.  Tenant is not, may not become, and shall never represent
      itself to be an agent of Landlord, and Tenant acknowledges that Landlord's
      title
      is paramount, and that it can do nothing to affect or impair Landlord's
      title.  If this Lease shall be assigned or the Premises or any portion
      thereof sublet by Tenant at a rental that exceeds the rentals to be paid to
      Landlord hereunder, attributable to the Premises or portion thereof so assigned
      or sublet, then any such excess shall be paid over to Landlord by
      Tenant.

    


    8.18  Annual
      Financial
      Statements.  Tenant covenants and agrees to furnish to Landlord
      annually, within ninety (90) days after the end of each fiscal year of Tenant,
      copies of financial statements of Tenant, certified by an officer of Tenant
      to
      be true and correct, and agrees that Landlord may deliver any such financial
      statements to any existing or prospective mortgagee or purchaser of the
      Property.  The financial statements shall include a balance sheet as
      of the end of, and a statement of profit and loss for, the preceding fiscal
      year
      of Tenant.

     

     

    
      
        
        

      

      
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    8.19  Payment
      of Income
      and Other Taxes.  Tenant covenants and agrees to pay promptly
      when due all property taxes on personal property of Tenant on the Premises
      and
      all federal, state and local income taxes, sales taxes, use taxes, Social
      Security taxes, unemployment taxes and taxes withheld from wages or salaries
      paid to Tenant's employees, the nonpayment of which might give rise to a lien
      on
      the Premises or Tenant's interest therein, and to furnish, if requested by
      Landlord, written evidence of such payments.

    


    8.20  Estoppel
      Certificates.  Tenant covenants and agrees to execute,
      acknowledge and deliver to Landlord, within ten (10) days of Landlord's written
      request, a written statement certifying that this Lease is unmodified (or,
      if
      modified, stating the modifications) and in full force and effect; stating
      the
      dates to which Base Rent has been paid; stating the amount of the Security
      Deposit held by Landlord; stating the amount of Monthly Deposits held by
      Landlord for the then tax and insurance year; and stating whether or not
      Landlord is in default under this Lease (and, if so, specifying the nature
      of
      the default).  Tenant agrees that such statement may be delivered to
      and relied upon by any existing or prospective mortgagee or purchaser of the
      Property.  Tenant agrees that a failure to deliver such a statement
      within ten (10) days after written request from Landlord shall be conclusive
      upon Tenant that this Lease is in full force and effect without modification
      except as may be represented by Landlord; that there are no uncured defaults
      by
      Landlord under this Lease; and that any representation by Landlord with respect
      to Base Rent, the Security Deposit and Monthly Deposits are true.

    


    8.21
Landlord
      Right to Inspect and
      Show Premises and to Install For Sale Signs.  Tenant covenants
      and agrees that Landlord and authorized representatives of Landlord shall have
      the right to enter the Premises at any reasonable time during ordinary business
      hours for the purposes of inspecting or maintaining the same, and making such
      repairs, alterations or changes as Landlord deems necessary, or performing
      any
      obligations of Tenant which Tenant has failed to perform and that any amounts
      so
      expended by Landlord shall be paid by Tenant to Landlord within thirty (30)
      days
      as Additional Rent, or for the purposes of showing the Premises to any existing
      or prospective mortgagee, purchaser or lessee of the Property or the
      Premises.  The foregoing notwithstanding, the parties recognize that
      Tenant maintains financial documents that require privacy, and all visitors
      to
      the Premises must sign in on the Tenant visitor sheet, and Landlord shall give
      reasonable notice to Tenant prior to entry, provided that Tenant agrees to
      make
      a Tenant representative available during ordinary business hours to accompany
      any such visitors, and provided further, that in the event of an emergency,
      Landlord may enter the Premises without prior notice and without being
      accompanied by a Tenant representative.  Tenant covenants and agrees
      that Landlord may at any time and from time to time place on the Property but
      not on the Premises a sign advertising the Property for sale.  During
      the last ninety (90) days of the Term of this Lease, Landlord may place a sign
      on the Premises advertising the Premises for lease.

    


    8.22  Landlord
      Title to
      Fixtures, Improvements and Equipment.  Tenant covenants and
      agrees that all fixtures and improvements on the Premises and all equipment
      and
      personal property relating to the use and operation of the Premises (as
      distinguished from operations incident to the business of Tenant), including
      all
      plumbing, heating, lighting, electrical and air conditioning fixtures and
      equipment, whether or not attached to or affixed to the Premises, and whether
      now or hereafter located upon the Premises, shall be and remain the property
      of
      the Landlord upon expiration of the Term of this Lease.

    


    8.23  Removal
      of Tenant's
      Equipment.  Tenant covenants and agrees to remove, not later than
      the expiration date of the Term of this Lease, all of Tenant's Equipment, as
      hereinafter defined.  "Tenant's Equipment" shall mean all equipment,
      apparatus, machinery, signs, furniture, furnishings and personal property used
      in the operation of the business of Tenant (as distinguished from the use and
      operation of the Premises).  If such removal shall injure or damage
      the Premises, Tenant covenants and agrees, at its sole cost and expense, at
      or
      prior to the expiration of the Term of this Lease, to repair such injury and
      damage in good and workmanlike fashion and to place the Premises in the same
      condition as the Premises would have been in if such Tenant's Equipment had
      not
      been installed.  If Tenant fails to remove any Tenant's Equipment by
      the expiration of the Term of this Lease, Landlord may, at its option, keep
      and
      retain any such Tenant's Equipment or dispose of the same and retain any
      proceeds thereof and Landlord shall be entitled to recover from Tenant any
      costs
      or expenses of Landlord in removing the same and in restoring the Premises
      in
      excess of the actual proceeds, if any, received by Landlord from disposition
      thereof.

     

     

    
      
        
        

      

      
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    8.24  Tenant
      Indemnification of Landlord.  Tenant covenants and agrees to
      protect, indemnify and save Landlord harmless from and against all liability,
      obligations, claims, damages, penalties, causes of action, costs and expenses,
      including attorneys' fees at all tribunal levels, imposed upon, incurred by
      or
      asserted against Landlord by reason of (a) any accident, injury to or death
      of
      any person or loss of or damage to any property occurring on or about the
      Premises; (b) any act or omission of Tenant or Tenant's officers, employees,
      agents, guests or invitees or of anyone claiming by, through or under Tenant;
      (c) any use which may be made of, or condition existing upon, the Premises;
      (d)
      any improvements, fixtures or equipment upon the Premises; (e) any failure
      on
      the part of Tenant to perform or comply with any of the provisions, covenants
      or
      agreements of Tenant contained in this Lease; (f) any violation of any law,
      ordinance, order, rule or regulation of governmental authorities having
      jurisdiction by Tenant or Tenant's officers, employees, agents, guests or
      invitees or by anyone claiming by, through or under Tenant; and (g) any repairs,
      maintenance or changes to the Premises by, through or under
      Tenant.  Tenant further covenants and agrees that, in case any action,
      suit or proceeding, is brought against Landlord by reason of any of the
      foregoing, Tenant will, at Tenant's sole cost and expense, defend Landlord
      in
      any such action, suit or proceeding, with counsel acceptable to
      Landlord.  However, Tenant’s indemnification of Landlord pursuant to
      this Section does not apply to loss or injury to the extent caused by Landlord’s
      gross negligence or intentional tortious conduct.

    


    8.25
Waiver
      by
      Tenant.  Tenant waives and releases any claims Tenant may have
      against Landlord or Landlord's officers, agents or employees for loss, damage
      or
      injury to person or property sustained by Tenant or Tenant's officers, agents,
      employees, guests, invitees or anyone claiming by, through or under Tenant
      resulting from any cause whatsoever other than Landlord's gross negligence
      or
      willful misconduct.

    


    8.26  Release
      upon
      Transfer by Landlord.  In the event of a transfer by Landlord of
      the Property or of Landlord's interest as Landlord under this Lease, Landlord's
      successor or assign shall take subject to and be bound by this Lease and, in
      such event, Tenant covenants and agrees that: Landlord shall be released from
      all obligations of Landlord under this Lease; that Tenant shall thereafter
      look
      solely to Landlord's successor or assign for satisfaction of the obligations
      of
      Landlord under this Lease; and that Tenant shall attorn to such successor or
      assign.

    


    8.27  Compliance
      with
      ADA.  Tenant covenants and agrees that nothing shall be done or
      kept by Tenant on the Premises or in the Common Facilities in violation of
      ADA,
      and that Tenant shall maintain, repair, replace, keep and use the Premises
      and
      all improvements, fixtures and personal property therein and thereon, and
      conduct its business within the Premises, in accordance with the requirements
      of
      ADA.  If any improvements, alterations or repairs to the Premises are
      required by governmental authority under ADA or its implementing regulations
      or
      guidelines, Tenant shall be solely responsible for all non-structural items
      and
      any structural items due to Tenant's specific use of the
      Premises.  Tenant covenants and agrees to pay all costs and expenses
      in connection with the performance of its obligations under this Section
      8.27.  Nothing contained in this Section
      8.27 shall be construed to limit the generality of the provisions of
Section8.2 respecting Tenant's obligation
      to
      comply with applicable laws and of the provisions of Section
      8.13 respecting Tenant's obligation to comply with ADA and other
      applicable laws in connection with any Change.

    


    9.           DAMAGE
      OR DESTRUCTION.

    


    9.1  Tenant's
      Notice of
      Damage.  If any portion of the Premises shall be damaged or
      destroyed by fire or other casualty, Tenant shall give prompt written notice
      thereof to Landlord ('Tenant's Notice of Damage").

    


    9.2  Options
      to Terminate
      if Damage Substantial.  Upon receipt of Tenant's Notice of
      Damage, Landlord shall promptly proceed to determine the nature and extent
      of
      the damage or destruction and to estimate the time necessary to repair or
      restore the Premises.  As soon as reasonably possible, Landlord shall
      give written notice to Tenant stating Landlord's estimate of the time necessary
      to repair or restore the Premises ("Landlord's Notice of Repair
      Time").  If Landlord reasonably estimates that repair or restoration
      of the Premises cannot be completed within 180 days from the time of Tenant's
      Notice of Damage, Landlord and Tenant shall each have the option to terminate
      this Lease.  In the event, however, that the damage or destruction was
      caused by the act or omission of Tenant or Tenant's officers, employees, agents,
      guests or invitees or of anyone claiming by, through or under Tenant, Landlord
      shall have the option to terminate this Lease if Landlord reasonably estimates
      that the repair or restoration cannot reasonably be completed within 180 days
      from the time of Tenant's Notice of Damage, but Tenant shall not have the option
      to terminate this Lease.  Any option granted hereunder shall be
      exercised by written notice to the other party given within ten (10) days after
      Landlord's Notice of Repair Time.  In the event either Landlord or
      Tenant exercises its option to terminate this Lease, the Term of this Lease
      shall expire 10 days after the notice by either Landlord or Tenant exercising
      such party's option to terminate this Lease.  In the event of
      termination of this Lease under the provisions hereof, Landlord shall refund
      to
      Tenant such amounts of Base Rent and Additional Rent theretofore paid by Tenant
      as may be applicable to the period subsequent to the time of Tenant's Notice
      of
      Damage less the reasonable value of any use or occupation of the Premises by
      Tenant subsequent to the time of Tenant's Notice of Damage.

     

     

    
      
        
        

      

      
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    9.3  Obligations
      to
      Repair and Restore.  In the event there are sufficient funds, and
      such funds are available to Landlord to repair and restore and repair of the
      Premises, and restoration can be completed within the period specified in
Section 9.2, in Landlord's reasonable estimation, this Lease
      shall continue in full force and effect and Landlord shall proceed forthwith
      to
      cause the Premises to be repaired and restored with reasonable diligence and
      there shall be abatement of Base Rent and Additional Rent proportionate to
      the
      extent of the space and period of time that Tenant is unable to use and enjoy
      the Premises.  Landlord may, at its option, require Tenant to arrange
      for and handle the repair and restoration of the Premises, in which case
      Landlord shall furnish Tenant with sufficient funds for such repair and
      restoration, at the time or times such funds are needed, utilizing any proceeds
      from insurance and any additional funds necessary to cover the costs of repair
      or restoration.

    


    9.4  Application
      of
      Insurance Proceeds.  The proceeds of any Casualty Insurance
      maintained on the Premises, other than casualty insurance maintained by Tenant
      on fixtures and personal property of Tenant, shall be paid to and become the
      property of Landlord, subject to any obligation of Landlord to cause the
      Premises to be repaired and restored, which obligation is contingent on casualty
      insurance proceeds adequate to complete the repair or restoration being
      available to Landlord.

    


    10.           CONDEMNATION.

    


    10.1  Taking
      -
      Substantial Taking - Insubstantial Taking.  A "Taking" shall mean
      the taking of all or any portion of the Premises as a result of the exercise
      of
      the power of eminent domain or condemnation for public or quasi-public use
      or
      the sale of all or part of the Premises under the threat of
      condemnation.  A "Substantial Taking" shall mean a Taking of so much
      of the Premises that Tenant cannot thereafter reasonably use the Premises for
      carrying on, at substantially the same level or scope, the business theretofore
      conducted by Tenant on the Premises.  An "Insubstantial Taking" shall
      mean a Taking such that the Premises can thereafter continue to be used by
      Tenant for carrying on, at substantially the same level or scope, the business
      theretofore conducted by Tenant on the Premises.

    


    10.2  Termination
      on
      Substantial Taking.  If there is a Substantial Taking with
      respect to the Premises, the Term of this Lease shall expire on the date of
      vesting of title pursuant to such Taking.  In the event of termination
      of this Lease under the provisions hereof, Landlord shall refund to Tenant
      such
      amounts of Base Rent and Additional Rent theretofore paid by Tenant as may
      be
      applicable to the period subsequent to the time of termination of this
      Lease.

    


    10.3  Restoration
      on
      Insubstantial Taking.  In the event of an Insubstantial Taking,
      this Lease shall continue in full force and effect, Landlord shall proceed
      forthwith to cause the Premises to be restored as near as may be to the original
      condition thereof and there shall be abatement of Base Rent and Additional
      Rent
      proportionate to the extent of the space so taken.  Landlord may, at
      its option, require Tenant to arrange for and handle the restoration of the
      Premises, in which case Landlord shall furnish Tenant with sufficient funds
      for
      such restoration, at the time or times such funds are needed, utilizing the
      proceeds of any awards or consideration received as a result of the Taking
      and
      any additional funds necessary to cover the costs of restoration.

    


    10.4  Right
      to
      Award.  The total award, compensation, damages or consideration
      received or receivable as a result of a Taking ("Award") shall be paid to and
      be
      the property of Landlord, whether the Award shall be made as compensation for
      diminution of the value of the leasehold or the fee of the Premises or otherwise
      and Tenant hereby assigns to Landlord, all of Tenant's right, title and interest
      in and to any such Award.  Tenant covenants and agrees to execute,
      immediately upon demand by Landlord, such documents as may be necessary to
      facilitate collection by Landlord of any such Award.  Tenant, however,
      shall be entitled to apply for compensation, if available, for its relocation
      and for any of its personal property taken.

     

     

    
      
        
        

      

      
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    11.           DEFAULTS
      BY TENANT.

    


    11.1           Default.  If
      Tenant: (i) fails to pay when due any Rent, or any other sum of money which
      Tenant is obligated to pay, as provided in this Lease; or (ii) breaches any
      other agreement, covenant or obligation herein set forth and such breach shall
      continue and not be remedied within ten (10) days after Landlord shall have
      given Tenant written notice specifying the breach, or if such breach cannot,
      with due diligence, be cured within said period of ten (10)  days and
      Tenant does not within said ten (10) day period commence and thereafter with
      reasonable diligence completely cure the breach within thirty (30) days after
      notice; or (iii) files (or has filed against it and not stayed or vacated within
      sixty (60) days after filing) any petition or action for relief under any
      creditor's law (including bankruptcy, reorganization, or similar action), either
      in state or federal court; or (iv) makes any transfer in fraud of creditors
      as
      defined in Section 548 of the United States Bankruptcy Code (11 U.S.C. 548,
      as
      amended or replaced), has a receiver appointed for its assets (and appointment
      shall not have been stayed or vacated within thirty (30) days), or makes an
      assignment for benefit of creditors; then Tenant shall be in default hereunder,
      and, in addition to any other lawful right or remedy which Landlord may have,
      Landlord at its option, in addition to such other remedies as may be available
      under Florida law, may do the following: (1) terminate this Lease and Tenant’s
      right of possession; or (2) terminate Tenant’s right to possession but not this
      Lease and/or proceed in accordance with any and all of the following
      remedies:

    


    (a)   Landlord
      may,
      without further notice, re-enter the Premises in accordance with applicable
      law
      and dispossess Tenant by summary proceedings or otherwise, as well as the legal
      representative(s) of Tenant and/or other occupant(s) of the Premises, and remove
      their effects and hold the Premises as if this Lease had not been made, and
      Tenant hereby waives the service of notice of intention to re-enter or to
      institute legal proceedings to that end; and/or at Landlord’s
      option,

    


    (b)   All
      Base Rent
      and all Additional Rent for the balance of the Term will, at the election of
      Landlord, be accelerated and the present worth of same (as reasonably determined
      by Landlord) for the balance of the Term, net of amounts actually collected
      by
      Landlord, shall become immediately due thereupon and be paid, together with
      all
      expenses of any nature which Landlord may incur such as (by way of illustration
      and not limitation) those for attorneys’ fees, brokerage, advertising, and
      refurbishing the Premises in good order or preparing them for re-rental; and/or
      at Landlord’s option,

    


    (c)   Landlord
      may
      re-let the Premises, or any part thereof, either in the name of Landlord or
      otherwise, for a term or terms which may at Landlord’s option be less than or
      exceed the period which would otherwise have constituted the balance of the
      Term, and may grant concessions or free rent or charge a higher rental than
      that
      reserved in this Lease; provided, however, Landlord shall have no obligation
      to
      re-let the Premises, or any part thereof, and shall in no event be liable for
      failure to re-let the Premises, or any part thereof, or, in the event of any
      such re-letting, for refusal or failure to collect any rent due upon such
      re-letting, and no such refusal or failure shall operate to release Tenant
      of
      any liability under this Lease or otherwise to effect or reduce any such
      liability; and/or at Landlord’s option,

    


    (d)   Tenant
      or its
      legal representative(s) will also pay to Landlord as agreed upon damages, in
      addition to such other damages that Landlord may be legally entitled to, any
      deficiency between the Base Rent and all Additional Rent hereby charged and/or
      agreed to be paid and the net amount, if any, of the rents collected on account
      of this Lease or Leases of the Premises for each month of the period which
      would
      otherwise have constituted the balance of the Term.

    


    All
      rights and remedies of Landlord are cumulative, and the exercise of any one
      shall not be an election excluding Landlord at any other time from exercise
      of a
      different or inconsistent remedy.  No exercise by Landlord of any
      right or remedy granted herein shall constitute or effect a termination of
      this
      Lease unless Landlord shall so elect by written notice delivered to
      Tenant.

    


    The
      failure of Landlord to exercise its rights in connection with this Lease or
      any
      breach or violation of any term, or any subsequent breach of the same or any
      other term, covenant or condition herein contained shall not be a waiver of
      such
      term, covenant or condition or any subsequent breach of the same or any other
      covenant or condition herein contained.

    


    No
      acceptance by Landlord of a lesser sum than the Base Rent, administrative
      charges, Additional Rent and other sums then due shall be deemed to be other
      than on account of the earliest installment of such payments due, nor shall
      any
      endorsement or statement on any check or any letter accompanying any check
      or
      payment be deemed as accord and satisfaction, and Landlord may accept such
      check
      or payment without prejudice to Landlord’s right to recover the balance of such
      installment or pursue any other remedy provided in this Lease.

    


    In
      addition, no payments of money by Tenant to Landlord after the expiration or
      termination of this Lease after the giving of any notice by Landlord to Tenant
      shall reinstate or extend the Term, or make ineffective any notice given to
      Tenant prior to the payment of such money.  After the service of
      notice or the commencement of a suit, or after final judgment granting Landlord
      possession of the Premises, Landlord may receive and collect any sums due under
      this Lease, and the payment thereof shall not make ineffective any notice or
      in
      any manner affect any pending suit or any judgment previously
      obtained.

     

     

    
      
        
        

      

      
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    Tenant
      hereby absolutely,
      unconditionally and irrevocably waives the following:

    


    (i)           Any
      right Tenant may have to interpose or assert any claim or counterclaim in any
      action or proceeding brought by Landlord under this Lease.  If Tenant
      violates this Subsection, Landlord and Tenant stipulate that any such claim
      or
      counterclaim shall be severed and tried separately from the action or proceeding
      brought by Landlord pursuant to Florida Rules of Civil Procedure 1.270(b) or
      other applicable law.  This Subsection shall in no way impair the
      right of Tenant to commence a separate action against Landlord for any violation
      by Landlord of the provisions of this Lease or to which Tenant has not waived
      any claim pursuant to the provisions of this Lease so long as notice is first
      given to Landlord and any holder of a mortgage and/or lessor under a superior
      lease (provided that notice of such mortgagee and/or lessor has been provided
      to
      Tenant), and a reasonable opportunity is granted to Landlord and such holder
      and/or lessor to correct such violation.  In no event shall Landlord,
      any holder of a mortgage and/or lessor under a superior lease be responsible
      for
      any consequential damages incurred by Tenant, including lost profits or
      interruption of business, as a result of any default by
      Landlord.  Tenant shall in all events comply with the provisions of
      Section 83.232, Florida Statutes with respect to any action or proceeding
      brought by Landlord under this Lease;

    


    (ii)           Any
      and all rights of redemption of the Premises or any goods therein granted by
      or
      under any present or future laws in the event Tenant is evicted or dispossessed
      of the same in accordance with this Lease or Landlord obtains possession of
      the
      same in accordance with this Lease;

    


    (iii)           The
      benefit of all laws now existing or hereafter in effect, exempting any goods
      on
      the Premises owned by Tenant from distraint, levy or sale in any legal
      proceedings taken by Landlord in accordance with applicable laws to enforce
      any
      rights or remedies under this Lease;

    


    (iv)           The
      benefit of all laws existing now or hereafter in effect regarding any limitation
      as to the goods upon which, or the time within which, distress is to be made
      after removal of goods of Tenant from the Premises, and Tenant further relieves
      Landlord of the obligation of proving or identifying the goods distrained,
      it
      being the purpose and intent of this provision that all goods of Tenant upon
      the
      Premises shall be liable to distress for rent at any time after Tenant’s default
      beyond the applicable cure period under this Lease;

    


    (v)           All
      rights relating to the landlord/tenant relationship under any law, ordinance
      or
      statute, to the extent that such law, ordinance or statute might limit the
      time
      period respecting Landlord’s right to cause the distrained goods to be
      sold.  Tenant hereby specifically and knowingly authorizes Landlord to
      sell any goods distrained for rent at a public auction sale to be held at any
      time at least fifteen (15) days after the distraint without appraisement and
      condemnation of the goods, but upon ten (10) days’ notice to Tenant of the date,
      place and terms of sale, including Landlord’s right to purchase all or any of
      the property; and

    


    (vi)           The
      requirement under Section 83.12, Florida Statutes that Landlord in the distress
      for rent action file a bond payable to Tenant in at least double the sum
      demanded by Landlord.  In the case of the distress for rent action
      under this Lease, no bond whatsoever will be required of Landlord.

    


    Landlord
      and Tenant further
      acknowledge that, to induce Tenant to enter into this Lease, and in
      consideration of Tenant’s agreement to perform all of the provisions to be
      performed by Tenant under this Lease, Landlord has agreed to waive (i)
      reimbursement from Tenant of the amount of any tenant improvement expenses
      incurred by Landlord in connection with the build-out of the Premises for
      Tenant’s initial occupancy, except any amount Tenant paid Landlord for overages
      on tenant improvements requested by Tenant, and (ii) payment by Tenant of Base
      Rent or portions thereof during the period(s) specified herein.  Upon
      the occurrence of a default under this Lease, the foregoing waiver of payment
      of
      Base Rent or portions thereof shall be of no further force and effect as to
      any
      subsequent payments of Base Rent otherwise due under this Lease, each of the
      foregoing waivers shall be deemed revoked retroactively and Tenant shall
      immediately pay to Landlord as Additional Rent the following: (a) all payments
      of Base Rent which have previously been waived, and (b) the unamortized cost
      of
      any tenant improvement expenses incurred by Landlord, which shall be equal
      to
      the product of (1) the tenant improvement expenses incurred by Landlord, and
      (2)
      a fraction, the numerator of which shall be the number of months (or portions
      thereof) from the date of the occurrence of the default to the Expiration Date,
      not to exceed the number of months in which Tenant is obligated to pay Rent
      hereunder without any abatement or concession, and the denominator of which
      shall be the number of months (or portion thereof) in the Term less the number
      of months in the Term in which Landlord has waived payment of Base Rent or
      portions thereof.  Landlord shall, after the occurrence of a default,
      forward a statement to Tenant setting forth the unamortized cost of the tenant
      improvement expenses incurred by Landlord and of all Base Rent payments which
      have previously been waived by Landlord and are now payable in accordance with
      this Subsection, but the failure to deliver such statement shall not be deemed
      to be a waiver of the right to collect such amounts.

     

     

    
      
        
        

      

      
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    If
      Landlord exercises the remedies provided in Subsection a, b, c or d above,
      Landlord may declare the entire balance of all forms of Rent due under this
      Lease for the remainder of the Term to be forthwith due and payable and may
      collect the then present value of such Rents (calculated using a discount equal
      to the yield then obtainable from the United States Treasury Bill or Note with
      a
      maturity date closest to the Expiration Date) by distress or
      otherwise.  The accelerated Additional Rent shall be calculated by
      multiplying the highest Additional Rent amount payable by Tenant in any calendar
      year prior to Default times the number of calendar years (including any
      fractional calendar year) remaining in the Term following the date of
      default.  If Landlord exercises the remedy provided in Subsection b
      above and collects from Tenant all forms of Rent owed for the remainder of
      the
      Term, Landlord shall account to Tenant, at the Expiration Date, for amounts
      actually collected by Landlord as a result of a reletting, net of Tenant’s
      obligations pursuant to Subsection b.

    


    Tenant
      further agrees that Landlord may obtain an order for summary ejectment from
      any
      court of competent jurisdiction without prejudice to Landlord's rights to
      otherwise collect rents from Tenant.

    


    11.2.  Multiple
      Defaults.

    


    (a)           Tenant
      acknowledges that any rights or options of first refusal, or to extend the
      Term,
      to expand the size of the Premises, to purchase the Premises or the Building,
      or
      other such or similar rights or options which have been granted to Tenant under
      this Lease are conditioned upon the prompt and diligent performance of the
      terms
      of this Lease by Tenant.  Accordingly, should Tenant default under
      this Lease on two (2) or more occasions during any twelve (12) month period,
      in
      addition to all other remedies available to Landlord, all such rights and
      options shall automatically, and without further action on the part of any
      party, expire and be deemed canceled and of no further force and
      effect.

    


    (b)           Should
      Tenant default in the payment of Base Rent, Additional Rent, or any other sums
      payable by Tenant under this Lease on two (2) or more occasions during any
      twelve (12) month period, regardless of whether any such default is cured,
      then,
      in addition to all other remedies otherwise available to Landlord, Tenant shall,
      within ten (10) days after demand by Landlord, post a security deposit in,
      or
      increase the existing Security Deposit by, a sum equal to three (3) months’
installments of Base Rent.  Any security deposit posted pursuant to
      the foregoing sentence shall be governed by Section 22
      below.

    


    (c)           Should
      Tenant default under this Lease on two (2) or more occasions during any twelve
      (12) month period, in addition to all other remedies available to Landlord,
      any
      notice requirements or cure periods otherwise set forth in this Lease with
      respect to a default by Tenant shall not apply.

    


    12.           SURRENDER
      AND HOLDING OVER.

    


    12.1  Surrender
      Upon
      Lease Expiration.  Upon the expiration or earlier termination of
      this Lease, or on the date specified in any demand for possession by Landlord
      after any Default by Tenant, Tenant covenants and agrees to surrender possession
      of the Premises to Landlord in the same condition as when Tenant first occupied
      the Premises, ordinary wear and tear and damage by fully insured casualty
      excepted.

    


    12.2  Holding
      Over.  If Tenant shall hold over after the expiration of the Term
      of this Lease or other termination of this Lease, such holding over shall not
      be
      deemed to be a renewal of this Lease but shall be deemed to create a
      tenancy-at-sufferance and by such holding over Tenant shall continue to be
      bound
      by all of the terms and conditions of this Lease except that during such
      tenancy-at-sufferance, Tenant shall pay to Landlord (a) Rent at the rate equal
      to one hundred fifty percent (150%) of the then current Rent provided for in
      the
      foregoing Section 4, and (b) any and all operating expenses and other forms
      of
      Additional Rent payable under the terms of this Lease.  The increased
      Rent during such holding over is intended to partially compensate Landlord
      for
      losses, damages and expenses, including frustrating and delaying Landlord's
      ability to secure a replacement tenant.  If Landlord loses a
      prospective tenant because Tenant fails to vacate the Premises on expiration
      of
      this Lease after notice to do so, Tenant will be liable for Landlord’s damages
      (including, but not limited to, consequential damages) because of Tenant's
      wrongful failure to vacate.

     

     

    
      
        
        

      

      
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    12.3  Property
      of
      Tenant.  Tenant shall pay, timely, any and all taxes levied or
      assessed against or upon Tenant's equipment, fixtures, furniture, leasehold
      improvements and personal property located in the Premises.  Provided
      Tenant is not in default hereunder, Tenant may, prior to the Expiration Date,
      remove all fixtures and equipment which it has placed in the Premises; provided,
      however, Tenant repairs all damages caused by such removal; and provided
      further, however, any statutory lien for Rent is not waived.  If
      Tenant does not remove its property from the Premises upon termination (for
      whatever cause) of this Lease, such property shall be deemed abandoned by
      Tenant, and Landlord may dispose of the same in whatever manner Landlord may
      elect without any liability to Tenant.

    


    12.4  INTENTIONALLY
      OMITTED

    


    13.           MISCELLANEOUS.

    


    13.1  No
      Implied
      Waiver.  No failure by Landlord to insist upon the strict
      performance of any term, covenant or agreement contained in this Lease, no
      failure by Landlord to exercise any right or remedy under this Lease, and no
      acceptance of full or partial payment during the continuance of any Default
      by
      Tenant, shall constitute a waiver of any such term, covenant or agreement or
      a
      waiver of any such right or remedy or a waiver of any such Default by
      Tenant.

    


    13.2  Survival
      of
      Provisions.  Notwithstanding any termination of this Lease, the
      same shall continue in force and effect as to any provisions hereof which
      require observance or performance by Landlord or Tenant subsequent to
      termination.

    


    13.3  INTENTIONALLY
      OMITTED

    


    13.4  Covenants
      Independent.  This Lease shall be construed as if the covenants
      herein between Landlord and Tenant are independent, and not
      dependent.

    


    13.5  Covenants
      as
      Conditions.  Each provision of this Lease performable by Tenant
      shall be deemed both a covenant and a condition.

    


    13.6  Interruption
      of
      Business.  In no event will Landlord be responsible to Tenant for
      any damages for loss of profits or interruption of business as a result of
      any
      default by Landlord hereunder.

    


    13.7  Binding
      Effect.  This Lease shall extend to and be binding upon the
      heirs, executors, legal representative, successors and assigns of the respective
      parties hereto.  The terms, covenants, agreements and conditions in
      this Lease shall be construed as covenants running with the land on which the
      Premises is located.

    


    13.8  Notices
      and Demands. All notices, demands and requests which may be given or which
      are required to be given by either party to the other must be in
      writing.  All notices, demands and requests by Landlord or Tenant
      shall be addressed as follows (or to such other address as a party may specify
      by duly given notice):

    


    RENT
      PAYMENT

    ADDRESS:                            FLA
      OWNER LLC

    P.O.
      Box 552160

    Tampa,
      Florida
      33655-2160

    


    TAX
      I.D. 20-3116885

    


    LEGAL
      NOTICE

    ADDRESS
      FOR

    LANDLORD:                          FLA
      OWNER LLC

    c/o
      EOLA CAPITAL LLC

    Attn:
      Managing Director

    5680
      W. Cypress Street, Suite
      H

    Tampa,
      Florida 33607

    


    WITH
      A

    COPY
      TO:                              FLA
      OWNER LLC

    c/o
      EOLA CAPITAL LLC

    Attn:
      Lease
      Administration

    One
      Independent Drive, Suite
      1850Jacksonville, Florida  32202-5019

    


    TENANT:                              NFINANSE,
      INC.

    3923
      Coconut Palm Drive, Suite
      107

    Tampa
      Florida 33619

    
 

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    Notices,
      demands or requests which Landlord or Tenant are required or desire to give
      the
      other hereunder shall be deemed to have been properly given for all purposes
      if
      (i) delivered against a written receipt of delivery, (ii) mailed by express,
      registered or certified mail of the United States Postal Service, return receipt
      requested, postage prepaid, or (iii) delivered to a nationally recognized
      overnight courier service for next business day delivery, to its addressee
      at
      such party's address as set forth above or (iv) delivered via telecopier or
      facsimile transmission to the facsimile number listed above, provided, however,
      that if such communication is given via telecopier or facsimile transmission,
      an
      original counterpart of such communication shall be sent concurrently in either
      the manner specified in section (ii) or (iii) above and written confirmation
      of
      receipt of transmission shall be provided.  Each such notice, demand
      or request shall be deemed to have been received upon the earlier of the actual
      receipt or refusal by the addressee or three (3) business days after deposit
      thereof at any main or branch United States post office if sent in accordance
      with section (ii) above, and the next business day after deposit thereof with
      the courier if sent pursuant to section (iii) above.  The parties
      shall notify the other of any change in address, which notification must be
      at
      least fifteen (15) days in advance of it being effective.

    


    Notices
      may be given on behalf of any party by such party's legal counsel.

    


    13.9  Time
      of the
      Essence.  Time is of the essence under this Lease, and all
      provisions herein relating thereto shall be strictly construed.

    


    13.10  Captions
      for
      Convenience.  The headings and captions hereof are for
      convenience only and shall not be considered in interpreting the provisions
      hereof.

    


    13.11  Severability.  If
      any provision of this Lease shall be held invalid or unenforceable, the
      remainder of this Lease shall not be affected thereby, and there shall be deemed
      substituted for the affected provisions a valid and enforceable provision as
      similar as possible to the affected provision.

    


    13.12  Governing
      Law.  This Lease shall be interpreted and enforced according to
      the laws of the State of Florida.

    


    13.13  Entire
      Agreement.  This Lease and any Exhibits and Addenda referred to
      herein, constitute the final and complete expression of the parties' agreements
      with respect to the Premises and Tenant's occupancy thereof.  Each
      party agrees that it has not relied upon or regarded as binding any prior
      agreements, negotiations, representations, or understandings, whether oral
      or
      written, except as expressly set forth herein.  Both parties have
      participated in the preparation of this Lease and in resolving any ambiguities
      there shall be no presumption that they are construed against the drafting
      party.

    


    13.14  No
      Oral Amendment
      or Modifications.  No amendment or modification of this Lease,
      and no approvals, consents or waivers by Landlord under this Lease, shall be
      valid or binding unless in writing and executed by the party to be
      bound.

    


    13.15
Real
      Estate
      Brokers.  Each party represents and warrants to the other that it
      has not dealt with any real estate broker, agent, or salesperson in connection
      with the Property causing a commission to be due or payable with regard to
      the
      transaction contemplated hereby other than Eola Capital LLC representing
      Landlord and CB Richard Ellis representing Tenant.  In the event any
      claims arise for real estate brokerage commissions, fees, or other compensation
      in connection with this transaction in favor of any broker, agent, salesperson,
      or finder other than those named above, the party causing such claims, or
      through whom such claims are made, shall indemnify the other party against
      any
      loss, damage, or liability which the other party hereto suffers as a result
      of
      such claim.

    


    13.16  Relationship
      of
      Landlord and Tenant.  Nothing contained herein shall be deemed or
      construed as creating the relationship of principal and agent or of partnership,
      or of joint venture by the parties hereof, it being understood and agreed that
      no provision contained in this Lease nor any acts of the parties hereto shall
      be
      deemed to create any relationship other than the relationship of Landlord and
      Tenant.

     

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

    
 

    13.17  Authority
      of
      Tenant.  Each individual executing this Lease on behalf of Tenant
      represents and warrants that such individual is duly authorized to deliver
      this
      Lease on behalf of Tenant and that this Lease is binding upon Tenant in
      accordance with its terms, and agrees to document such authorization to
      Landlord's satisfaction if requested to do so.

    


    13.18
      Exculpation.  Any provision of this Lease to the contrary
      notwithstanding Landlord shall have no personal liability for payment of any
      damages or performance of any term, provision or condition under this Lease
      or
      under any other instrument in connection with this Lease, and Tenant shall
      look
      for such payment or performance to the property, the rents, issues and profits
      thereof, in satisfaction of any claim, order or judgment Tenant may at any
      time
      obtain against Landlord in connection with this Lease.

    


    13.19                      Bankruptcy.  Landlord
      and Tenant understand that, notwithstanding certain provisions to the contrary
      contained herein, a trustee or debtor in possession under the United States
      Bankruptcy Code, as amended, (the "Code") may have certain rights to assume
      or
      assign this Lease.  Landlord and Tenant further understand that, in
      any event, pursuant to the Code, Landlord is entitled to adequate assurances
      of
      future performance of the provisions of this Lease.  The parties agree
      that, with respect to any such assumption or assignment, the term “adequate
      assurance” shall include at least the following:

    


    (a)           In
      order to assure Landlord that the proposed assignee will have the resources
      with
      which to pay all Rent payable pursuant to the provisions of this Lease, any
      proposed assignee must have, as demonstrated to Landlord’s satisfaction, a net
      worth (as defined in accordance with generally accepted accounting principles
      consistently applied) of not less than the net worth of Tenant on the Effective
      Date (as hereinafter defined), increased by seven percent (7%), compounded
      annually, for each year from the Effective Date through the date of the proposed
      assignment.  It is understood and agreed that the financial condition
      and resources of Tenant were a material inducement to Landlord in entering
      into
      this Lease.

    


    (b)           Any
      proposed assignee must have been engaged in the conduct of business for the
      five
      (5) years prior to any such proposed assignment, which business does not violate
      the Permitted Use allowed under Section 8 above and such
      proposed assignee shall continue to engage in the Permitted Use.  It
      is understood that Landlord’s asset will be substantially impaired if the
      trustee in bankruptcy or any assignee of this Lease makes any use of the
      Premises other than the Permitted Use.

    


    (c)  Any
      proposed assignee of this Lease must assume and agree to be personally bound
      by
      the provisions of this Lease.

    


    13.20                      Radon
      Gas.                                The
      following notification is provided pursuant to Section 404.056(5), Florida
      Statutes (2005):  “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 guideline have
      been found in buildings in Florida.  Additional information regarding
      radon gas and radon testing may be obtained from your county health
      department.”


    
      13.21                      Environmental
        Compliance.


    

    (a)  Tenant's
      Responsibility.  Tenant shall not (either with or without
      negligence) cause or permit the escape, disposal or release of any biologically
      active or other hazardous substances, or materials.  Tenant shall not
      allow the storage or use of such substances or materials in any manner not
      sanctioned by law or in compliance with the highest standards prevailing in
      the
      industry for the storage and use of such substances or materials, nor allow
      to
      be brought into the Building any such materials or substances except to use
      in
      the ordinary course of Tenant's business, and then only after written notice
      is
      given to Landlord of the identity of such substances or
      materials.  Tenant covenants and agrees that the Premises will at all
      times during its use or occupancy thereof be kept and maintained so as to comply
      with all now existing or hereafter enacted or issued statutes, laws, rules,
      ordinances, orders, permits and regulations of all state, federal, local and
      other governmental and regulatory authorities, agencies and bodies applicable
      to
      the Premises, pertaining to environmental matters or regulating, prohibiting
      or
      otherwise having to do with asbestos and all other toxic, radioactive, or
      hazardous wastes or material including, but not limited to, the Federal Clean
      Air Act, the Federal Water Pollution Control Act, and the Comprehensive
      Environmental Response, Compensation, and Liability Act of 1980, as from time
      to
      time amended (all hereafter collectively called "Laws").  Tenant shall
      execute affidavits, representations and the like, from time to time, at
      Landlord's request, concerning Tenant's best knowledge and belief regarding
      the
      presence of hazardous substances or materials on the Premises.

     

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

    


    (b)  Tenant's
      Liability.  Tenant shall hold Landlord free, harmless, and
      indemnified from any penalty, fine, claim, demand, liability, cost, or charge
      whatsoever which Landlord shall incur, or which Landlord would otherwise incur,
      by reason of Tenant's failure to comply with this Section 13.21
      including, but not limited to: (i) the cost of bringing the Premises into
      compliance with all Laws and in a non-contaminated state, the same condition
      as
      prior to occupancy; (ii) the reasonable cost of all appropriate tests and
      examinations of the Premises to confirm that the Premises have been brought
      into
      compliance with all Laws; and (iii) the reasonable fees and expenses of
      Landlord's attorneys, engineers, and consultants incurred by Landlord in
      enforcing and confirming compliance with this Section
      13.21.

    


    (c)  Property.  For
      the purposes of this Section 13.21, the Premises shall include
      the real estate covered by this Lease; all improvements thereon; all personal
      property used in connection with the Premises (including that owned by Tenant);
      and the soil, ground water, and surface water of the Premises, if the Premises
      includes any ground area.

    


    (d)  Inspections
      by Landlord.  Landlord and its engineers, technicians, and
      consultants (collectively the "Auditors") may, from time to time as Landlord
      deems appropriate, conduct periodic tests and examinations ("Audits") of the
      Premises to confirm and monitor Tenant's compliance with this Section
      13.21.  Such Audits shall be conducted in such a manner as to
      minimize the interference with Tenant's Permitted Use; however in all cases,
      the
      Audits shall be of such nature and scope as shall be reasonably required by
      then
      existing technology to confirm Tenant's compliance with this Section
      13.21.  Tenant shall fully cooperate with Landlord and its
      Auditors in the conduct of such Audits.  The cost of such Audits shall
      be paid by Landlord unless an Audit shall disclose a material failure of Tenant
      to comply with this Section 13.21, in which case, the cost of
      such Audit, and the cost of all subsequent Audits made during the Term and
      within thirty (30) days thereafter (not to exceed two (2) such Audits per
      calendar year), shall be paid for on demand by Tenant.

    


    (e)  Landlord's
      Liability.  Provided, however, the foregoing covenants and
      undertakings of Tenant contained in this
Section13.21 shall not apply to any condition
      or matter constituting a violation of any Law:  (i) which existed
      prior to the commencement of Tenant's use or occupancy of the Premises; (ii)
      which was not caused, in whole or in part, by Tenant or Tenant's agents,
      employees, officers, partners, contractors or invitees; or (iii) to the extent
      such violation is caused by, or results from the acts or neglects of Landlord
      or
      Landlord's agents, employees, officers, partners, contractors, guests, or
      invitees.

    


    (f)  Tenant's
      Liability After Termination of Lease.  The covenants contained in
      this Section 13.21 shall survive the expiration or termination
      of this Lease, and shall continue for so long as Landlord and its successors
      and
      assigns may be subject to any expense, liability, charge, penalty, or obligation
      against which Tenant has agreed to indemnify Landlord under this Section
      13.21.

    


    13.22.                      Jury
      Trial Waver.  Landlord and Tenant each hereby irrevocably,
      knowingly and voluntarily waive trial by jury in any action, proceeding or
      counterclaim brought by either of the parties against the other or their
      successors in respect to any matter arising out of or in connection with this
      Lease, the relationship of Landlord and Tenant, Tenant’s use or occupancy of the
      Premises, and/or any claim for injury or damage, or any emergency or statutory
      remedy.

    


    13.23                      No
      Recording of Lease.  This Lease may not be recorded without
      Landlord’s prior written consent, but Tenant agrees on request of Landlord to
      execute a memorandum hereof for recording purposes.

    


    13.24                      Attorneys’
      Fees. In the event of any action or proceeding brought by Landlord against
      Tenant under this Lease, Landlord shall be entitled to recover court costs
      and
      the fees and disbursements of its attorneys in such action or proceeding
      (whether at the administrative, trial or appellate levels) in such amount as
      the
      court or administrative body may judge reasonable.  Landlord shall
      also be entitled to recover attorneys’ fees and disbursements incurred in
      connection with a Tenant default hereunder which does not result in the
      commencement of any action or proceeding.

    


    [SIGNATURES
      APPEAR ON FOLLOWING PAGE]

     

     

     

     

     

     

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF, Landlord and Tenant have executed this lease in three (3)
      originals, all as of the day and year first above written.

    


    


    


    
      	
               

              WITNESSES

               

              /s/
                Lisa Fitzgerald

               

              Printed
                Name:  Lisa Fitzgerald

               

              /s/
                Kay Houston

               

              Printed
                Name:  Kay Houston

               

            	
               

              NFINANSE,
                a Nevada corporation

               

              By:  /s/
                R.P. Springer

               

              Name:  R.P.
                Springer

               

              Title:  Executive
                Vice President

               

              “TENANT”

            


    

    


    


    
      	
               

              WITNESSES

               

              /s/
                Melva J. Wright

               

              Printed
                Name:  Melva J. Wright

               

              /s/
                Gail Pribyl

               

              Printed
                Name:  Gail Pribyl

               

            	
               

              FLA
                OWNER LLC, a Delaware limited liability company

               

              By:  EOLA
                CAPITAL LLC, as agent

               

              By:  /s/
                Henry F. Pratt, III

               

              Name:  Henry
                F. Pratt III

               

              Title:  Authorized
                Signatory

               

              “LANDLORD”

            


    

     

     

     

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT
      A

    


    PREMISES

     

    

     

     

    
 

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
      B

    


    MONTHLY
      RENT SCHEDULE

    


    During
      the Term of this Lease, Tenant shall pay Base Rent to Landlord in monthly
      installments as Monthly Rent in accordance with the following
      schedule:

    


    
      	
              FROM

              MONTH

            	
              THROUGH
                MONTH

            	
              RENTABLE
                SQUARE FEET

            	
              BASE
                RENT PER RENTABLE SQUARE FOOT*

            	
              ANNUAL
                BASE RENT*

            	
              MONTHLY
                BASE RENT*

               

            
	
              Commencement
                Date

            	
              12

            	
              11,580

            	
              $12.00

            	
              $138,960.00

            	
              $11,580.00

            
	
              13

            	
              24

            	
              11,580

            	
              $12.36

            	
              $143,128.80

            	
              $11,927.40

            
	
              25

            	
              36

            	
              11,580

            	
              $12.73

            	
              $147,413.40

            	
              $12,284.45

            
	
              37

            	
              48

            	
              11,580

            	
              $13.11

            	
              $151,813.80

            	
              $12,651.15

            
	
              49

            	
              60

            	
              11,580

            	
              $13.50

            	
              $156,330.00

            	
              $13,027.50

            


    

    *
      Plus applicable State of Florida Sales Tax

    The
      above
      Base Rent schedule does not include operating expenses as provided for in the
      Lease.

     

    


    


    


    


    


     

     

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT
      C

    


    RULES
      AND REGULATIONS

    


    1.           The
      sidewalks and public portions of the Building Project, such as entrances,
      passages, courts, parking areas, vestibules, stairways, corridors, or halls
      shall not be obstructed or encumbered by Tenant or its employees, agents,
      invitees, or guests nor shall they be used for any purpose other than ingress
      and egress to and from the Premises.

    


    2.           No
      awnings or other projections shall be attached to the outside walls of the
      Building Project.  No curtains, blinds, shades, louvered openings, or
      screens shall be attached to or hung in, or used in connection with, any window
      or door of the Premises, without the prior written consent of Landlord, unless
      installed by Landlord.  No aerial or antenna shall be erected on the
      roof or exterior walls of the Premises or on the Building Project without the
      prior written consent of Landlord in each instance.

    


    3.           No
      sign, advertisement, notice, or other lettering shall be exhibited, inscribed,
      painted, or affixed by Tenant on any part of the outside of the Premises or
      Building Project or on corridor walls or doors or mounted on the inside of
      any
      windows without the prior written consent of Landlord.  Signs on any
      entrance door or doors shall conform to Building Project standards and shall,
      at
      Tenant's expense, be inscribed, painted, or affixed for Tenant by sign makers
      approved by Landlord.  In the event of the violation of the foregoing
      by Tenant, Landlord may install and/or remove same without any liability and
      may
      charge the expense incurred to Tenant.

    


    4.           The
      sashes, sash doors, skylights, windows, heating, ventilating, and air
      conditioning vents and doors that reflect or admit light and air into the halls,
      passageways, or other public places in the Building Project shall not be covered
      or obstructed by Tenant, or its employees, agents, invitees, or guests, nor
      shall any bottles, parcels, or other articles be placed outside of the
      Premises.

    


    5.           No
      show cases or other articles shall be put in front of or affixed to any part
      of
      the exterior of the Building Project, nor placed in the public halls, corridors,
      or vestibules without the prior written consent of Landlord.

    No
      items
      of any description, including but not limited to pallets, boxes, inventory,
      and
      waste, shall be left outside of the Premises at any time.

    


    6.           Whenever
      Tenant shall submit to Landlord any plan, agreement, assignment, sublease,
      or
      other document for Landlord's consent or approval, Tenant agrees to pay
      Landlord, on demand, a processing fee in a sum equal to the reasonable fee
      for
      review of same, including the services of any architect, engineer, or attorney
      employed by Landlord to review or prepare any such plan, agreement, assignment,
      sublease, consent, or other document.

    


    7.           The
      water and wash closets and other plumbing fixtures shall not be used for any
      purpose other than those for which they were constructed, and no sweepings,
      rubbish, rags, or other substances shall be thrown therein.  All
      damages resulting from any misuse of fixtures shall be borne by the Tenant
      who,
      or whose employees, agents, invitees, or guests, shall have caused the
      same.

    


    8.           Tenant
      shall not in any way deface any part of the Premises or the
      Building.  Tenant shall not lay linoleum, or other similar floor
      covering, so that the same shall come in direct contact with the floor of the
      Building Project, and, if linoleum or other similar floor covering is desired
      to
      be used, an interlining of builder's deadening felt shall be first affixed
      to
      the floor, by a paste or other material, soluble in water, the use of cement
      or
      other similar adhesive material being expressly prohibited.

    


    9.           No
      animals or any kind (except seeing eye dogs) and other animals used to assist
      physically challenged individuals shall be brought upon the Premises or Building
      Project.

    


    10.           No
      cooking shall be done or permitted by Tenant on the Premises except in
      conformity to law and then only in the utility kitchen (if a utility kitchen
      was
      provided for in approved plans for the Premises or if Landlord has consented
      in
      writing thereto), which is to be primarily used by Tenant's employees for
      heating beverages and light snacks.  No refrigeration or heating
      equipment may be placed inside the Premises without the prior written consent
      of
      Landlord in each instance.  Tenant shall not cause or permit any
      unusual or objectionable odors to be produced upon or permeate from the
      Premises.

     

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

    


    11.           No
      office space in the Building Project shall be used for the distribution or
      for
      the storage of merchandise or for the sale at auction or otherwise of
      merchandise, goods, or property of any kind.

    


    12.           Tenant
      shall not make or permit to be made any unseemly or disturbing noises or disturb
      or interfere with occupants of the Building Project or neighboring premises
      or
      those having business with them, whether by the use of any musical instrument,
      radio, talking machine, unmusical noise, whistling, singing, or in any other
      way.  Tenant shall not throw anything out of the doors or windows or
      down the corridors of the Building Project.

    


    13.           Neither
      Tenant nor any of Tenant's employees, agents, invitees, or guests shall at
      any
      time bring or keep upon the Premises any inflammable, combustible, or explosive
      substance or any chemical substance, other than reasonable amounts of cleaning
      fluids and solvents required in the normal operation of Tenant's business,
      all
      of which shall only be used in strict compliance with all applicable
      Environmental Laws.

    


    14.           Landlord
      shall have a valid pass key to all spaces within the Premises at all times
      during the Term of this Lease.  No additional locks or bolts of any
      kind shall be placed upon any of the doors or windows by Tenant, nor shall
      any
      changes be made in existing locks or the mechanism thereof, without the prior
      written consent of the Landlord and unless and until a duplicate key is
      delivered to Landlord.  Tenant must, upon the termination of its
      tenancy, restore to the Landlord all keys to stores, offices, and toilet rooms,
      either furnished to or otherwise procured by Tenant, and in the event of the
      loss of any keys so furnished, Tenant shall pay Landlord for the cost
      thereof.

    


    15.           All
      deliveries, removals, and/or the carrying in or out of any items of property
      of
      any description may be accomplished only through the approved loading/service
      area doors.  Tenant shall assume all liability and risk with respect
      to such movements.  Landlord may restrict the location where such
      heavy or bulky matters may be placed inside the Premises.  Landlord
      reserves the right to inspect all freight to be brought into the Building
      Project and to exclude from the Building Project all freight which can or may
      violate any of these Rules and Regulations or the Lease of which these Rules
      and
      Regulations are a part.

    


    16.           Tenant
      shall not, unless otherwise approved by Landlord, occupy or permit any portion
      of the Premises demised to it to be occupied as, by, or for a public
      stenographer or typist, barber shop, bootblacking, beauty shop or manicuring,
      beauty parlor, telephone or telegraph agency, telephone or secretarial service,
      messenger service, travel or tourist agency, employment agency, public
      restaurant or bar, commercial document reproduction or offset printing service,
      ATM or similar machines, retail, wholesale, or discount shop for sale of
      merchandise, retail service shop, labor union, school or classroom, governmental
      or quasi-governmental bureau, department, or agency, including an autonomous
      governmental corporation, a firm the principal business of which is real estate
      brokerage, or a company engaged in the business of Renting office or desk space;
      or for a public finance (personal loan) business or for manufacturing, unless
      Tenant's Lease expressly grants permission to do so.  Tenant shall not
      operate or permit to be operated on the Premises any coin or token operated
      vending machine or similar device (including, without limitation, telephones,
      lockers, toilets, scales, amusement devices, and machines for sale of beverages,
      foods, candy, cigarettes, or other goods), except for those vending machines
      or
      similar devices which are for the sole and exclusive use of Tenant's employees,
      and then only if such operation does not violate the lease of any other tenant
      of the Building Project.  Tenant shall not engage or pay any employees
      on the Premises, except those actually working for Tenant on the Premises,
      nor
      advertise for labor giving an address at the Premises.

    


    17.           Tenant
      shall not create or use any advertising mentioning or exhibiting any likeness
      of
      the Building Project without the prior written consent of
      Landlord.  Landlord shall have the right to prohibit any such
      advertising which, in Landlord's reasonable opinion, tends to impair the
      reputation of the Building Project or its desirability as a building for
      offices, and upon written notice from Landlord, Tenant shall discontinue such
      advertising.

    


    18.           Landlord
      reserves the right to exclude from the Building Project at all times other
      the
      Normal Business Hours all persons who do not present a pass to the Building
      Project on a form or card approved by Landlord.  Tenant shall be
      responsible for all its employees, agents, invitees, or guests who have been
      issued such a pass at the request of Tenant and shall be liable to Landlord
      for
      all acts of such persons.

    


    19.           The
      Premises shall not be used for lodging or sleeping, or for any immoral,
      disreputable, or illegal purposes, or for any purpose which may be dangerous
      to
      life, limb, or property.

     

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

    
 

    20.           Canvassing,
      soliciting, and peddling within the Building Project or in the Common Areas
      is
      prohibited and Tenant shall cooperate to prevent the same.

    


    21.           In
      order to obtain maximum effectiveness of the cooling system, Tenant shall lower
      and/or close venetian or vertical blinds or drapes when the sun's rays fall
      directly on the exterior windows of the Premises.

    


    22.           In
      the event that, in Landlord's reasonable opinion, the replacement of ceiling
      tiles becomes necessary after they have been removed on behalf of Tenant by
      telephone company installers or others (in both the Premises and the public
      corridors), the cost of such replacements shall be charged to Tenant on a per
      tile basis.

    


    23.           All
      paneling or other wood products not considered furniture which Tenant shall
      install in the Premises shall be of fire-retardant materials.  Prior
      to the installation of any such materials, Tenant shall submit to Landlord
      a
      satisfactory (in the reasonable opinion of Landlord) certification of such
      materials' fire-retardant characteristics.

    


    24.           Tenant,
      and its employees, agents, invitees, and guests shall not be permitted to occupy
      at any one time more than the number of parking spaces allocated to Tenant
      pursuant to Section 2.8 of the Lease (including any parking spaces reserved
      exclusively for Tenant), with any fractional parking space resulting from such
      calculation rounded down to the nearest whole number.  Usage of
      parking spaces shall be in common with all other tenants of the Building Project
      and their employees, agents, invitees, and guests.  All parking space
      usage shall be subject to such reasonable rules and regulations for the sale
      and
      proper use thereof as Landlord may prescribe.  Tenant's employees,
      agents, invitees, and guests shall abide by all posted roadway signs in and
      about the parking facilities.

    


    25.           All
      trucks and delivery vans actively associated with Tenant’s use of the Premises
      shall be parked in designated areas only, and unless otherwise agreed, such
      designated areas shall be in the rear of the Premises, and not parked in spaces
      reserved for cars.  All delivery service doors are to remain closed
      except during the time that deliveries, garbage removal, or other approved
      uses
      are taking place therein.  All loading and unloading of goods shall be
      done only at such time, in the areas, and through the entrances designated
      for
      such purposes by Landlord. No vehicles other than trucks and delivery vans
      actively associated with Tenant’s use of the Premises shall be permitted to park
      overnight.

    


    26.           Tenant
      shall be responsible for the removal and proper disposition of all crates,
      oversized trash, boxes, or other refuse and items termed garbage from the
      Premises.  The parking and delivery areas are to be kept clean from
      such items.  Tenant shall provide convenient and adequate receptacles
      for the collection of standard items of trash, and shall facilitate the removal
      of such trash.  Tenant shall ensure that liquids are not disposed of
      in such receptacles.

    


    27.           Tenant
      shall not conduct any business, loading or unloading, assembling, or any other
      work connected with Tenant's business in any public areas.

    


    28.           Landlord
      shall not be responsible for lost or stolen personal property, equipment, or
      money occurring within the Premises or Building Project, regardless of how
      or
      when the loss occurs.

    


    29.           Neither
      Tenant, nor its employees, agents, invitees, or guests, shall paint or decorate
      the Premises, or mark, paint, or cut into, drive nails or screw into nor in
      any
      way deface any part of the Premises or Building Project without the prior
      written consent of Landlord.  Notwithstanding the foregoing, standard
      picture hanging shall be permitted without Landlord's prior
      consent.  If Tenant desires a signal, communications, alarm, or other
      utility or service connection installed or changed, such work shall be done
      at
      the expense of Tenant, with the approval and under the direction of
      Landlord.

    


    30.           Tenant
      shall give Landlord prompt notice of all accidents to or defects in air
      conditioning equipment, plumbing, electric facilities, or any part or
      appurtenance of the Premises.

    


    31.           Tenant
      agrees and fully understands that the overall aesthetic appearance of the
      Building Project is of paramount importance; thus Landlord shall maintain
      complete aesthetic control over any and every portion of the Premises visible
      from outside the Premises including but not limited to all fixtures, equipment,
      signs, exterior lighting, plumbing fixtures, shades, awnings, merchandise,
      displays, art work, wall coverings, or any other object used in Tenant's
      business.  Landlord's control over the visual aesthetics shall be
      complete and arbitrary.  Landlord will notify Tenant in writing of any
      aesthetic deficiencies and Tenant will have seven (7) days to correct the
      deficiencies to Landlord's satisfaction or Tenant shall be in default of this
      Lease and the Default section shall apply.

     

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

    
 

    32.           Tenant
      shall not install, operate, or maintain in the Premises or in any other area
      of
      the Building Project, any electrical equipment which does not bear the U/L
      (Underwriters Laboratories) seal of approval, or which would overload the
      electrical system or any part of the system beyond its capacity for proper,
      efficient, and safe operation as determined by Landlord, taking into
      consideration the overall electrical system and the present and future
      requirements therefor in the Building Project.  Tenant shall not
      furnish any cooling or heating to the Premises, including, without limitation,
      the use of any electronic or gas heating devices, without Landlord's prior
      written consent.

    


    33.           Pursuant
      to applicable law, the Building Project is deemed to be a "no-smoking" building
      and smoking is permitted only in areas designated by Landlord, if any are so
      designated.  In addition, Landlord may, from time to time, designate
      non-smoking areas in all or any portion of the exterior Common Areas and within
      Tenant's Premises.

    


    34.           Tenant
      shall comply with any recycling programs for the Building Project implemented
      by
      Landlord from time to time.

    


    35.           Whenever
      and to the extent that the above Rules and Regulations conflict with any of
      the
      rights or obligations of Tenant pursuant to the provisions of the Lease, the
      provisions of the Lease shall govern.

    


    36.           Landlord
      may, upon request by any tenant, waive compliance by such tenant with any of
      the
      Rules and Regulations provided that (i) no waiver shall be effective unless
      in
      writing and signed by Landlord or Landlord's authorized agent, (ii) any such
      waiver shall not relieve such tenant from the obligation to comply with such
      Rule or Regulation in the future unless expressly consented to by Landlord,
      and
      (iii) no waiver granted to any tenant shall relieve any other tenant from the
      obligation of complying with the Rules and Regulations unless such other tenant
      has received a similar waiver in writing from Landlord.

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT
      D

    


    WORK
      LETTER

    


    
      This
        Exhibit “D” (this “Work Letter”)
        sets forth the rights and obligations of Landlord and Tenant with respect
        to
        space planning, engineering, final workshop drawings, and the construction
        and
        installation of any improvements to the Premises to be completed before the
        Commencement Date ("Tenant Improvements").  This Work Letter
        contemplates that the performance of this work will proceed in four (4) stages
        in accordance with the following schedule:  (i) preparation of a space
        plan; (ii) final design and engineering and preparation of final plans and
        working drawings; (iii) preparation by the Contractor (as hereinafter defined)
        of an estimate of the additional cost of the initial Tenant Improvements;
        (iv)
        submission and approval of plans by appropriate governmental authorities
        and
        construction and installation of the Tenant Improvements by the Commencement
        Date.

    

    
      


    

    
      In
        consideration of the mutual
        covenants hereinafter contained, Landlord and Tenant do mutually agree to
        the
        following:

    

    


    
      	
              1.

            	
              Space
                Planning, Design and Working Drawings.  On Tenant’s
                behalf, Landlord shall provide and designate architects and engineers,
                who, at Tenant’s expense, which expense shall be deducted from the
                Allowance (as hereinafter defined), will do the
                following:

            


    

    


    
      	
               

            	
              a.

            	
              Attend
                a reasonable number of meetings with Tenant and Landlord's agent
                to define
                Tenant’s requirements.  Landlord shall provide one complete
                space plan prepared by Landlord's architect in order to obtain Tenant’s
                approval.  Tenant shall approve such space plan, in writing,
                within five (5) days after receipt of the space
                plan.

            


    

    


    
      	
              b.  

            	
              Complete
                construction drawings for Tenant's partition layout, reflected ceiling
                grid, telephone and electrical outlets, keying, and finish schedule
                (subject to the limitation expressed in Section 2
                below).

            


    

    


    
      	
              c.  

            	
              Complete
                building standard mechanical plans where necessary (for installation
                of
                air conditioning system and ductwork, and heating and electrical
                facilities) for the work to be done in the
                Premises.

            


    

    


    
      	
              d.  

            	
              All
                plans and working drawings for the construction and completion of
                the
                Premises (the “Plans”) shall be subject to Landlord's prior written
                approval.  Any changes or modifications Tenant desires to make
                to the Plans shall also be subject to Landlord's prior
                approval.  Landlord agrees that it will not unreasonably
                withhold its approval of the Plans, or of any changes or modifications
                thereof; provided, however, Landlord shall have sole and absolute
                discretion to approve or disapprove any improvements that will be
                visible
                to the exterior of the Premises, or which may affect the structural
                integrity of the Building.  Any approval of the Plans by
                Landlord shall not constitute approval of any Delays caused by Tenant
                and
                shall not be deemed a waiver of any rights or remedies that may arise
                as a
                result of such Delays.  Landlord may condition its approval of
                the Plans if:  (i) the Plans require design elements or
                materials that would cause Landlord to deliver the Premises to Tenant
                after the scheduled Commencement Date, or (ii) the estimated cost
                for any
                improvements under the Plan is more than the
                Allowance.

            


    

    


    
      	
              2.

            	
              Allowance.  Landlord
                agrees, at its sole cost and expense to provide an allowance of up
                to Two
                Hundred Sixty Thousand, Five Hundred Fifty and No/100 Dollars
                ($260,550.00) to design, engineer, install, supply and otherwise
                to
                construct the Tenant Improvements in the Premises that will become
                a part
                of the Building (the "Allowance"); otherwise, Tenant is fully responsible
                for the payment of all costs above the amount of the Allowance and
                in
                connection with the Tenant Improvements.  Tenant acknowledges
                and agrees that the Allowance shall not be used for Tenant’s telephone and
                computer cabling and wiring.  At the completion of the Tenant
                Improvements, Landlord shall provide to Tenant an accounting as to
                the
                monies spent in completion of Tenant Improvements.  Provided
                that Tenant is not in default under the Lease, in the event that
                the
                entire amount of the Allowance is not used for construction of the
                initial
                Tenant Improvements, then upon the completion of the construction
                of the
                initial Tenant Improvements, the difference shall be provided to
                Tenant in
                the form of a check within forty-five (45) days after Landlord’s receipt
                of Tenant’s written request for same.  Notwithstanding anything
                contained in the Lease to the contrary, Landlord has agreed to allow
                Tenant, at its sole cost and expense, to install, operate, and maintain
                an
                external electric backup generator located outside the Premises at
                a
                location on the property mutually agreeable to the parties, provided,
                however, that if Tenant installs said generator, (i) then from the
                time of
                installation through the remaining Term of the Lease, Tenant shall
                maintain a service contract with a vendor approved by Landlord to
                maintain
                the generator in compliance with its manufacturer’s specifications, and
                (ii) upon the expiration or earlier termination of the Lease, ownership
                of
                the generator shall transfer to Landlord free and clear of any and
                all
                liens and encumbrances, provided further, that notwithstanding the
                foregoing provisions of this sentence, upon the expiration or earlier
                termination of the Lease, and at Landlord’s sole and absolute discretion,
                Landlord may provide Tenant with written disclaimer of ownership
                of the
                generator and require that Tenant remove the generator, in which
                event
                Tenant shall promptly remove the generator and in a good and workmanlike
                manner, restore the Premises, Building, and/or property to the condition
                existing immediately prior to installation of the generator, ordinary
                wear
                and tear excepted.

            


    

     

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

    
 

    
      	
              3.

            	
              Signage
                and
                Keying.  Door
                and/or
                directory signage and monument signage and suite keying in accordance
                with
                Building standards shall be provided and installed by Landlord at
                Tenant’s
                expense, which expense may be deducted from the Allowance.

            


    

    


    
      	
              4.

            	
               Work
                and Materials at Tenant's Expense 

            


    

    


    
      	
               

            	
              a.

            	
              Prior
                to commencing and providing any such work or materials to the Premises,
                Landlord shall select from a competitive bidding process of at least
                three
                (3) of its approved contractors, a licensed general contractor or
                contractors (the "Contractor") to construct and install the Tenant
                Improvements and Landlord shall submit to Tenant written estimates
                of the
                cost of such work and materials and Tenant shall approve said estimates
                in
                writing within five (5) business days after the receipt
                thereof.  Landlord shall not be authorized to proceed thereon
                until such estimate is mutually agreed upon and approved in writing
                and
                delivered to Landlord.  Landlord's written estimate shall
                include a Construction Supervision Fee of three percent (3%) of the
                entire
                cost of the work to be performed to manage and oversee the work to
                be done
                on Tenant's behalf.

            


    

    


    


    
      	
               

            	
              b.

            	
              Tenant
                agrees to pay to Landlord, promptly upon being billed therefor, all
                costs
                and expenses in excess of the Allowance incurred in connection with
                the
                Tenant Improvements.  Such costs and expenses shall include all
                amounts charged by the Contractor for performing such work and providing
                such materials (including the Contractor's general conditions, overhead
                and profit).  If unpaid within ten (10) days after receipt of
                invoice, then the outstanding balance shall accrue at the rate of
                one
                percent (1%) per month until paid in
                full.

            


    

    


    
      	
              5.

            	
              Tenant
                Plan Delivery Date

            


    

    


    
      	
               

            	
              a.

            	
              Tenant
                covenants and agrees that although certain plans and drawings may
                be
                prepared by Landlord's architect or engineer, Tenant shall be solely
                responsible for the timely completion of the Plans and it is hereby
                understood time is of the essence.

            


    

    


    
      	
               

            	
              b.

            	
              Tenant
                covenants and agrees to deliver to Landlord the final Plans for the
                Tenant
                Improvements on or before April 6, 2007 (the "Tenant Plan Delivery
                Date").  It is vital that the final Plans be delivered to
                Landlord by the Tenant Plan Delivery Date in order to allow Landlord
                sufficient time to review such Plans, to discuss with Tenant any
                changes
                therein which Landlord believes to be necessary or desirable, to
                enable
                the Contractor to prepare an estimate of the cost of the initial
                Tenant
                Improvements, and to substantially complete the Premises within the
                time
                frame provided in the Lease.

            


    

    


    
      	
              6.

            	
              Substantial
                Completion

            


    

    


    
      	
               

            	
              a.

            	
              The
                Premises shall be deemed to be substantially complete when the work
                to be
                performed by Landlord pursuant to the Plans approved by Landlord
                and
                Tenant has been completed and approved by the appropriate governmental
                authorities, as certified by Landlord and architect, except for items
                of
                work and adjustment of equipment and fixtures that can be completed
                after
                the Premises are occupied without causing material interference with
                Tenant's use of the Premises (i.e., "punch list
                items").

            


    

    


    
      	
               

            	
              b.

            	
              Notwithstanding
                the foregoing, if Landlord shall be delayed in substantially completing
                the Premises as a result of:

            


    

    


    
      	
               

            	
              (i)

            	
              Tenant's
                failure to furnish to Landlord the final Plans on or before the Tenant
                Plan Delivery Date; or

            


    

    


    
      	
               

            	
              (ii)

            	
              Tenant's
                failure to furnish the Plans and/or Tenant's failure to approve Landlord's
                cost estimates within the time specified in Section 4
                herein and/or Tenant’s failure to approve the space plan within the time
                specified in Section 1 herein;
                or

            


    

    


    
      	
               

            	
              (iii)

            	
              Tenant's
                changes in the Tenant Improvements or the Plans (notwithstanding
                Landlord's approval of any such changes);
                or

            


    

    


    
      	
               

            	
              (iv)

            	
              Tenant's
                request for changes in or modifications to the Plans subsequent to
                the
                Tenant Plan Delivery Date; or

            


    

    


    
      	
               

            	
              (v)

            	
              Inability
                to obtain non-building standard materials, finishes or installations
                requested by Tenant; or

            


    

     

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

    
 

    
      	
               

            	
              (vi)

            	
              The
                performance of any work by any person, firm or corporation employed
                or
                retained by Tenant; or

            


    

    


    
      	
               

            	
              (vii)

            	
              Any
                other act or omission by Tenant or its agents, representatives, and/or
                employees;

            


    

    
      


    

    
      then,
        in
        any such event, for purposes of determining the Commencement Date, the Premises
        shall be deemed to have been substantially completed on the date that Landlord
        and architect determine that the Premises would have been substantially
        completed if such Delay or Delays had not occurred.

    

    


    
      	
              7.

            	
              Materials
                and Workmanship.  Landlord covenants and agrees
                that all work performed in connection with the construction of the
                Premises shall be performed in a good and workmanlike manner and
                in
                accordance with all applicable laws and regulations and with the
                final
                approved Plans.  Landlord agrees to exercise due diligence in
                completing the construction of the
                Premises.

            


    

    


    
      	
              8.

            	
              Repairs
                and Corrections.  Landlord agrees to repair and
                correct any work or materials installed by Landlord or its Contractor
                in
                the Premises that prove defective as a result of faulty materials,
                equipment, or workmanship and that first appear within ninety (90)
                days
                after the date of occupancy of the Premises.  Notwithstanding
                the foregoing, Landlord shall not be responsible to repair or correct
                any
                defective work or materials installed by Tenant or any contractor
                other
                than Landlord's Contractor, or any work or materials that prove defective
                as a result of any act or omission of Tenant or any of its employees,
                agents, invitees, licensees, subtenants, customers, clients, or
                guests.

            


    

    


    
      	
              9.

            	
              Possession
                by Tenant.  The taking of possession of the
                Premises by Tenant shall constitute an acknowledgment by Tenant that
                the
                Premises are in good condition and that all work and materials provided
                by
                Landlord are satisfactory as of such date of occupancy, except as
                to any
                defects or incomplete work that are described in a written notice
                given by
                Tenant to Landlord no later than thirty (30) days after Tenant commences
                occupancy of the Premises, and except for any equipment that is used
                seasonally if Tenant takes possession of the Premises during a season
                when
                such equipment is not in use.

            


    

    


    
      	
              10.

            	
              Access
                During Construction.  Notwithstanding anything
                contained in the Lease to the contrary, during construction of the
                Tenant
                Improvements in the Premises, Tenant, with the prior written approval
                of
                Landlord, shall be permitted reasonable access to the Premises for
                the
                purposes of taking measurements, making plans, installing trade fixtures,
                furniture, cabling and wiring, and doing such other work as may be
                appropriate or desirable to enable Tenant eventually to assume possession
                of and operate in the Premises, provided that such access is coordinated
                with Landlord and does not interfere with or delay construction work
                on
                the Premises.  Tenant agrees to indemnify, defend, and hold
                Landlord harmless from and against any suits, claims, damages, costs,
                expenses and liabilities asserted against or incurred by Landlord
                or the
                property as a result of Tenant accessing the Premises during construction
                of the Tenant Improvements.

            


    

    


    
      	
              11.

            	
              Communication
                and Satellite Dishes. Tenant
                shall be permitted, at its sole cost and expense, to install, operate
                and
                maintain, on the roof of the Building immediately above the Premises
                a
                satellite dish antenna or similar equipment (not to exceed one (1)
                meter
                in diameter and/or two (2) meters in height (the “Rooftop
                Equipment”).  The location of the Rooftop Equipment and all
                plans and specifications for installation of the same shall be subject
                to
                the prior written approval of Landlord, which approval shall not
                be
                unreasonably withheld, conditioned or delayed.  Tenant shall
                obtain any and all permits, consents and/or governmental approvals
                as may
                be reasonable and/or necessary for the installation or operation
                of the
                Rooftop Equipment. Landlord makes no warranty or representation that
                the
                Rooftop Equipment will not be affected by or suffer interference
                from
                existing rooftop equipment or otherwise, and Tenant accepts the rooftop
                space “as is” and agrees that Landlord is under no obligation to perform
                any work or provide any materials in preparation for the installation,
                maintenance or operation of the Rooftop Equipment.  Tenant shall
                use a Landlord approved contractor (approval not unreasonably withheld,
                conditioned or delayed) for the installation and maintenance of the
                Rooftop Equipment and no penetrations of the roof of the Building
                shall be
                made without the prior written approval of Landlord.  In the
                event that the Rooftop Equipment affects or causes interference with
                existing rooftop equipment, Landlord may require Tenant to relocate
                or
                remove the Rooftop Equipment,  Tenant agrees that upon the
                expiration or earlier termination of this Lease, Tenant shall, at
                its sole
                cost and expense, remove the Rooftop Equipment and in a good and
                workmanlike manner, restore the roof of the Building to the condition
                existing immediately prior to installation of the Rooftop Equipment
                (less
                reasonable wear and tear) and indemnify Landlord for any damage resulting
                from roof penetrations, if any.  In the event all or a portion
                of the roof membrane must be repaired or replaced, or any other Building
                maintenance need arises that requires the temporary removal of the
                Rooftop
                Equipment, Tenant shall be fully responsible, at its sole cost and
                expense, for the removal and re-installation of all Rooftop
                Equipment.  Except in the case of emergencies, Landlord shall
                provide Tenant with forty-eight (48) hours notice of any planned
                repairs
                or replacements that will require the removal of Tenant’s Rooftop
                Equipment, unless Landlord is unable to provide forty-eight (48)
                hours
                notice due to the nature of the repair or replacement, in which event
                Landlord shall provide as much notice as reasonably
                possible.  Landlord shall promptly notify Tenant when the repair
                or replacement is complete and the re-installation of the Rooftop
                Equipment may commence. All Rooftop Equipment shall be re-installed
                in
                strict accordance with the specifications previously approved by
                Landlord
                and in effect at the time of the Rooftop Equipment’s
                removal.  Landlord shall have no liability to Tenant or any
                third-party for any losses incurred as a result of the relocation
                and
                re-installation.  The rooftop access right granted herein is not
                exclusive and Landlord reserves the right to (i) renew or extend
                rooftop
                communications rights to existing tenants, and (ii) grant new rooftop
                communication rights to others provided such rights do not render
                Tenant’s
                utilization of the site
                impractical.

            


    

     

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

    
 

    
      EXHIBIT
        E

       

    

    OPTION
      TO RENEW LEASE TERM

    


    1.  Option
      to Extend.  Tenant shall have the right and option to renew the
      Lease (the "Renewal Option") for one (1) additional period of sixty (60) months
      (the “Renewal Lease Term”) provided, however, such Renewal Option is contingent
      upon the following  (i) Tenant is not in default at the time Tenant
      gives Landlord notice of Tenant’s intention to exercise the Renewal Option; (ii)
      upon the Expiration Date, Tenant has no outstanding default; (iii) no event
      has
      occurred that upon notice or the passage of time would constitute a default;
      (iv) Tenant is not disqualified by multiple defaults as provided in the Lease;
      and (v) Tenant is occupying the Premises.  Following the expiration of
      the Renewal Lease Term, Tenant shall have no further right to renew the Lease
      pursuant to this Addendum Number Three.

    


    2.  Exercise
      of Option.  Tenant shall exercise each Renewal Option by giving
      Landlord notice at least one hundred eighty (180) days prior to the Expiration
      Date.  If Tenant fails to give such notice to Landlord prior to said
      one hundred eighty (180) day period, then Tenant shall forfeit the Renewal
      Option.  If Tenant exercises the Renewal Option, then during any such
      Renewal Lease Term, Landlord and Tenant’s respective rights, duties and
      obligations shall be governed by the terms and conditions of the Lease. Time
      is
      of the essence in exercising the Renewal Option.

    


    3.  Term.  If
      Tenant exercises the Renewal Option, then during the Renewal Lease Term, all
      references to the term “Term”, as used in the Lease, shall mean the “Renewal
      Lease Term”.

    


    4.  Termination
      of Renewal Option on Transfer by Tenant.  In the event Landlord
      consents to an assignment or sublease by Tenant, then the Renewal Option shall
      automatically terminate unless otherwise agreed in writing by
      Landlord.

    


    5.           Base
      Rent for Renewal Lease Term. The Minimum Base Rent for the Renewal Lease
      Term shall be market value as determined by Landlord.

    


    6.           Expense
      Stop for Renewal Lease Term. The Expense Stop for the Renewal Lease Term
      shall adjusted to reflect the then current Expense Stop being offered to
      prospective Tenants of the Building.

    


     

     

    
      
        
        

      

      
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    EXHIBIT
      F

    


    RIGHT
      OF FIRST OFFER

    


    Provided
      (i) this Lease is in full
      force and effect and Tenant is not in default hereunder at the time Landlord
      gives the First Offer Notice (as hereinafter defined), (ii) no event has
      occurred that upon notice or the passage of time would constitute a default,
      (iii) Tenant is occupying the Premises, and (iv) Tenant is not disqualified
      by
      multiple defaults as provided in the Lease, then in the event any space
      contiguous to the Premises becomes available in the Building during the Term,
      Landlord shall, subject to offers to any existing tenants as of the date of
      execution of this Lease agreement, first offer said available space to Tenant
      by
      providing written notice to Tenant (the “First Offer Notice”) of its opportunity
      to lease the available space on the terms and conditions contained in the First
      Offer Notice.  Notwithstanding anything contained herein, no space
      shall be deemed to come available if such space is assigned or subleased by
      the
      current tenant of the space, leased again by the current tenant of the space
      by
      way of (a) renegotiation of its lease terms, (b) a right to renew or extend
      its
      lease, which right exists as of the Effective Date of this Lease, or (c) subject
      to a specific expansion right of another tenant in the Building, which right
      exists as of the Effective Date of this Lease.  Landlord shall make
      only one (1), if any, First Offer Notice to Tenant during the
      Term.  In the event such First Offer Notice is made, Tenant shall have
      five (5) business days from receipt of the First Offer Notice to exercise this
      right of first offer and lease the entire amount of space identified in the
      First Offer Notice.  In the event Tenant shall timely notify Landlord
      of its decision to exercise this right of first offer, Landlord and Tenant
      shall
      execute an agreement or amendment to the Lease embodying substantially the
      same
      terms as those in the First Offer Notice.  In the event Tenant shall
      timely notify Landlord of its decision not to exercise this right of first
      offer, or shall fail to timely make its election, this right of first offer
      shall be deemed waived, and Landlord may market and/or lease the space on terms
      and conditions acceptable to Landlord in its sole discretion.

    


     

     

    
 

    
      
        
        

      

      
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