OFFICE
      LEASE

     

    1.
      Basic Lease Provisions. 

     

    
      	
            	1.1.	
              Parties:
                This Lease is made and entered into as of the 13th day of
                November 2007
                (the” Effective Date”) by and between FROST REAL ESTATE HOLDINGS, LLC, a
                Florida limited liability company (“Landlord”), and OPKO HEALTH, INC., a
                Delaware corporation (“Tenant”).

            


    

     

    
      	
            	1.2.	
              Premises:
                Suite Numbers 1500 and 1180, as shown on Exhibit "A" attached hereto
                (the
                "Premises").

            


    

     

    
      	
            	1.3.	
              Rentable
                Square Footage of the Premises:
                8,320 Square feet (3,245 SF on 15TH
                Floor-North + 5,075 on 11th
                Floor North). Landlord and Tenant stipulate and agree that the rentable
                square footage of the Premises is
                correct.

            


    

     

    
      	
            	1.4.	
              Building
                Address:
                4400 Biscayne Boulevard, Miami, Florida
                33137.

            


    

     

    
      	
            	1.5.	
              Permitted
                Use:
                General office use in the 15th
                and 11th
                floor office space, subject to the requirements and limitations contained
                in Section 6.

            


    

     

    
      	
            	1.6.	
              Term:
                Five (5) years.

            


    

     

    
      	
            	1.7.	
              Commencement
                Date: August
                1, 2007. 

            


    

     

    
      	
            	1.8.	
              Rent:  Tenant
                shall make rent payments under this Lease on a “gross” basis (the “Rent”),
                plus applicable sales tax. The rent shall be increased annually by
                four
                and one half percent (4.5%) on each anniversary date as follows:
                

            


    

     

      

    
      	
              Lease
                Period in Months

            	
              Annual
                Rent

            
	 	 
	
              August
                1, 2007- July 31, 2008

            	
              $211,280

            
	
              August
                1, 2008- July 31, 2009

            	
              $252,138

            
	
              August
                1, 2009- July 31, 2010

            	
              $263,484

            
	
              August
                1, 2010- July 31, 2011

            	
              $275,341

            
	
              August
                1, 2011- July 31, 2012

            	
              $287,731

            
	 	 


    

     

    
      	
            	1.9.	
              Intentionally
                Omitted. 

            


    

     

    
      	
            	1.10.	
              Security
                Deposit:  N/A.

            


    

     

    
      	
            	1.11.	
              Sales
                Taxes. Tenant
                shall pay to Landlord with the monthly payment of Rent all applicable
                sales taxes imposed directly upon such rent or this Lease.
                

            


    

     

    
      	
            	1.12.	
              Number
                of Parking Spaces:
                Up to twenty
                seven (27)
                total spaces of which twenty (20)
                are unreserved and seven (7) are reserved spaces, all in accordance
                with
                the terms of Section 24 hereof. 

            


    

     

    
      	
            	1.13.	
              Real
                Estate Brokers:      
                 Landlord:
                None

               

              
                                                             
                  Tenant: None

              

            


    

     

    
      	
            	1.14.	
              Attachments
                to Lease:  Exhibit
                A - "Premises"; and Exhibit B - "Rules and Regulations.

            


    

     

    
      	
            	1.15.	
              Addresses
                for Notices:  

            


    

     

    
      	
              Landlord:

            	Frost Real Estate Holdings, LLC
	 	4400 Biscayne Boulevard
	 	Miami, Florida 33137
	 	 
	Tenant: 	Prior to the Commencement Date:
              N/A
	 	 
	 	After the Commencement
              Date: 
	 	 
	 	OPKO HEALTH Inc.,
	 	4400 Biscayne Blvd.
	 	Suites:1580, Annex 1 & 1100,
	 	Miami, Florida 33137
	 	Attention: Kate
              Inman


    

                                                     
      

    
      
        
        

      

      
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              1.16.

            	
              Interpretation.
                The Basic Lease Provisions shall be interpreted in conjunction with
                all of
                the other terms and conditions of this Lease. Other terms and conditions
                of this Lease modify and expand on the Basic Lease Provisions. If
                there is
                a conflict between the Basic Lease Provisions and the other terms
                and
                conditions of this Lease, the other terms and conditions shall control.
                

            


    

     

    2.   
      Premises.  

     

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

     

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

     

    3.  Term.  
      This
      Lease shall be in full force and effect from the Effective Date. The Term and
      Commencement Date of this Lease are as specified in Sections 1.6 and 1.7, if
      any. If for any reason Landlord cannot deliver possession of the Premises to
      Tenant on the Commencement Date, Landlord shall not be subject to any liability
      therefore, nor shall such failure affect the validity of this Lease or the
      obligations of Tenant hereunder; provided, however, in such a case, the
      Commencement Date shall be extended to the date Landlord delivers possession
      of
      the Premises to Tenant.

     

    4.  Rent.  

     

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

     

    4.2 Landlord
      and Tenant acknowledge and agree that Tenant and its employees shall have the
      right to use the existing cafeteria located within the Building for so long
      as
      such cafeteria remains open and available. Notwithstanding the foregoing, Tenant
      expressly acknowledges and agrees that the cafeteria may be shut down by
      Landlord at any time during the Term of this Lease and that the Landlord has
      no
      obligation to provide a cafeteria under the terms of this Lease. 

     

    5.  Security
      Deposit.  N/A.

     

    6.  Use.  

     

    6.1.  Use.  The
      15th
      and
      11th
      floor
      shall be used and occupied only for general office use and other uses compatible
      with general office use, and for no other purpose. Notwithstanding any permitted
      use provided for in this Lease, Tenant shall not use the 15th
      and
      11th
      floors
      for any purpose which would violate the Project's certificate of occupancy,
      any
      conditional use permit or variance applicable to the Project or violate any
      covenants, conditions or other restrictions applicable to the Project. No
      exclusive use has been granted to Tenant hereunder. 

     

    6.2.  Compliance
      with Law.  Landlord
      warrants to Tenant that, to the best of Landlord's knowledge, the Premises,
      in
      the state existing on the Effective Date, does not violate any covenants or
      restrictions of record, or any applicable building code, regulation or ordinance
      in effect on such date and may be used for office purposes. Tenant shall, at
      Tenant's sole expense, promptly comply with all laws, statutes, codes,
      ordinances, orders, covenants, restrictions or record, rating bureaus or
      governmental agencies, rules and regulations of any municipal or governmental
      entity whether in effect now or later, including, the Americans With
      Disabilities Act and all federal, state and local laws and regulations governing
      occupational safety and health (“Law(s)”) regarding the operation of Tenant’s
      business and the use, condition, configuration and occupation of the Premises.
      Tenant shall conduct its business and use the Premises in a lawful manner and
      shall not use or permit the use of the Premises or the Common Areas in any
      manner that constitutes waste or a nuisance or shall unreasonably disturb other
      occupants of the Project. Tenant shall obtain, at its sole expense, any permit
      or other governmental authorization required to operate its business from the
      Premises. Landlord shall not be liable for the failure of any other tenant
      or
      person to abide by the requirements of this Section or to otherwise comply
      with
      applicable Laws, and Tenant shall not be excused from the performance of its
      obligations under this Lease due to such a failure.

     

    
      
        
        

      

      
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    7.  Maintenance,
      Repairs and Alterations.

     

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


     

    7.2.  Tenant's
      Obligations.  

     

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

     

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

     

    7.3.  Alterations
      and Additions.  

     

    (a)  Tenant
      shall not make any alterations, repairs, additions or improvements or install
      any Cable (collectively referred to as "Alteration(s)") in, on or about the
      Premises or the Project without Landlord's prior written consent, which may
      be
      given or withheld in Landlord's reasonable discretion. However, Landlord’s
      consent shall not be required for any Alteration that satisfies all of the
      following criteria (a “Cosmetic Alteration”): (a) is of a cosmetic nature such
      as painting, wallpapering, hanging pictures and installing carpeting; (b) is
      not
      visible from the exterior of the Premises or the Building; (c) will not affect
      the base Building; and (d) does not require work to be performed inside the
      walls or above the ceiling of the Premises. Cosmetic Alterations shall be
      subject to all the other provisions of this Section 7.3. Prior to starting
      work,
      Tenant shall furnish Landlord with plans and specifications; names of
      contractors reasonably acceptable to Landlord (provided that Landlord may
      designate specific contractors with respect to base Building); required permits
      and approvals; evidence of contractor’s and subcontractor’s insurance in amounts
      reasonably required by Landlord and naming Landlord as an additional insured;
      and any security for performance in amounts reasonably required by Landlord.
      Changes to the plans and specifications must also be submitted to Landlord
      for
      its approval. Alterations shall be constructed in a good and workmanlike manner
      using materials of a quality reasonably approved by Landlord. Upon completion,
      Tenant shall furnish “as-built” plans for non-Cosmetic Alterations, completion
      affidavits and full and final waivers of lien. Landlord’s approval of an
      Alteration shall not be deemed a representation by Landlord that the Alteration
      complies with Law. If as a result of any Alteration made by Tenant, Landlord
      is
      obligated to comply with any Law and such compliance requires Landlord to make
      any improvement or Alteration to any portion of the Project, as a condition
      to
      Landlord's consent, Landlord shall have the right to require Tenant to pay
      to
      Landlord prior to the construction of any Alteration by Tenant, the entire
      cost
      of any improvement or Alteration Landlord is obligated to complete by such
      Law.


     

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

     

    (c)  Tenant
      shall pay, when due, all claims for labor or materials furnished or alleged
      to
      have been furnished to or for Tenant at or for use in the Premises, which claims
      are or may be secured by any mechanic's or materialmen's lien against the
      Premises or the Project, or any interest therein. If Tenant shall, in good
      faith, contest the validity of any such lien, Tenant shall furnish to Landlord
      a
      surety bond satisfactory to Landlord in an amount equal to not less than one
      and
      one half times the amount of such contested lien or claim indemnifying Landlord
      against liability arising out of such lien or claim. Such bond shall be
      sufficient in form and amount to free the Project from the effect of such lien.
      In addition, Landlord may require Tenant to pay Landlord's reasonable attorneys'
      fees and costs in participating in such action.

     

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

     

    
      
        
        

      

      
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    8.  Insurance.  

     

    8.1.  Insurance-Tenant.  Tenant
      shall maintain at all times during the Term of this Lease commercial general
      liability insurance with coverages acceptable to Landlord, which by way of
      example and not limitation, protects Tenant and Landlord (as an additional
      insured) against claims for bodily injury, personal injury and property damage
      based upon, involving or arising out of the ownership, use, occupancy or
      maintenance of the Premises and all areas appurtenant thereto. Such insurance
      shall be on an occurrence basis providing single limit coverage in an amount
      of
      not less than Two Million Dollars ($2,000,000) per occurrence with an
      "Additional Insured-Managers and Landlords of Premises Endorsement" and contain
      the "Amendment of the Pollution Exclusion" for damage caused by heat, smoke
      or
      fumes from a hostile fire. The policy shall not contain any intra-insured
      exclusions as between insured persons or organizations, but shall include
      coverage for liability assumed under this Lease as an "insured contract" for
      the
      performance of Tenant's indemnity obligations under this Lease. If, in the
      commercially reasonable opinion of the insurance broker retained by Landlord,
      the amount of public liability or property damage insurance coverage at any
      time
      during the Term is not adequate, Tenant shall increase the insurance coverage
      as
      required by Landlord’s insurance broker. In no event shall the limits of such
      policy be considered as limiting the liability of Tenant under this Lease.
      

     

    Tenant
      may also obtain and keep in force during the Term of this Lease "all risk"
      extended coverage property insurance on Tenant's personal property, all tenant
      improvements installed at the Premises by Tenant and Tenant's trade fixtures
      and
      other property (collectively, “Tenant’s Personal Property”). Tenant expressly
      acknowledges and agrees that in the event its insurance policy fails to cover
      any of Tenant’s Personal Property or excludes coverage for flood, earthquake,
      windstorm or any other peril, that neither Tenant nor its insurance company
      shall have any right or claim against Landlord or its insurance company as
      a
      result of damage to Tenant's Personal Property resulting from such failure
      of
      coverage or excluded peril. 

     

    8.2.  Insurance-Landlord.  Landlord
      shall maintain general liability insurance with coverage against such risks
      and
      in such amounts as Landlord deems advisable insuring Landlord against liability
      arising out of the ownership, operation and management of the Project. Landlord
      shall also maintain a policy or policies of insurance covering loss or damage
      to
      the Project in the amount of not less than eighty percent (80%) of the full
      replacement cost thereof, as determined by Landlord from time to time. The
      terms
      and conditions of said policies and the perils and risks covered thereby shall
      be determined by Landlord, from time to time, in Landlord's sole discretion.
      In
      addition, at Landlord's option, Landlord shall obtain and keep in force, during
      the Term of this Lease, a policy of rental interruption insurance, with loss
      payable to Landlord, which insurance shall, at Landlord's option, also cover
      all
      Operating Expenses. In addition, Landlord shall have the right to obtain such
      additional insurance as is customarily carried by owners or operators of other
      comparable office buildings in the geographical area of the Project. Tenant
      will
      not be named as an additional insured in any insurance policies carried by
      Landlord and shall have no right to any proceeds therefrom. The policies
      purchased by Landlord shall contain such deductibles as Landlord may determine.
      In addition to amounts payable by Tenant in accordance with Section 4.2, Tenant
      shall pay any increase in the property insurance premiums for the Project over
      what was payable immediately prior to the increase to the extent the increase
      is
      specified by Landlord's insurance carrier as being caused by the nature of
      Tenant's occupancy (other than general office use) or any act or omission of
      Tenant.

     

    8.3.  Insurance
      Policies.  Tenant
      shall deliver to Landlord certificates of the insurance policies required under
      Section 8.1 prior to the earlier of the Commencement Date or the date Tenant
      is
      provided with possession of the Premises and thereafter as necessary to assure
      that Landlord always has current certificates evidencing Tenant’s insurance.
      Tenant's insurance policies shall not be cancelable or subject to reduction
      of
      coverage or other modification except after thirty (30) days prior written
      notice to Landlord. Tenant shall, at least thirty (30) days prior to the
      expiration of such policies, furnish Landlord with certificates of renewals
      thereof. Tenant's insurance policies shall be issued by insurance companies
      authorized to do business in the state in which the Project is located, and
      said
      companies shall maintain during the policy term a "General Policyholders’
Rating" of at least "A" and a financial rating of at least "Class X" (or such
      other rating as may be required by any lender having a lien on the Project),
      as
      set forth in the most recent edition of "Best Insurance Reports." All insurance
      obtained by Tenant shall be primary to and not contributory with any similar
      insurance carried by Landlord, whose insurance shall be considered excess
      insurance only. Landlord, and at Landlord's option, the holder of any mortgage
      or deed of trust encumbering the Project and any person or entity managing
      the
      Project on behalf of Landlord, shall be named as an additional insured on all
      insurance policies Tenant is obligated to obtain by Section 8.1 above. Tenant's
      commercial general liability insurance policy shall not include deductibles
      in
      excess of Twenty Thousand Dollars ($20,000) and Tenant’s Property insurance
      policy shall not include deductibles in excess of Fifity Thousand Dollars
      ($50,000), except for any windstorm policy. 

     

    8.4.  Waiver
      of Subrogation.  Landlord
      and Tenant hereby waive and shall cause their respective insurance carriers
      to
      waive any and all rights of recovery, claims, actions or causes or action
      against the other for any loss or damage with respect to Tenant’s Property, the
      Building, the Premises, or any contents thereof, including rights, claims,
      actions and causes of action based on negligence, which loss or damage is (or
      would have been, had the insurance required by this Lease been carried) covered
      by insurance. For the purposes of this wavier, any deductible with respect
      to a
      party’s insurance shall be deemed covered by and recoverable by such party under
      valid and collectable policies of insurance. 

     

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

     

    
      
        
        

      

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

     

    11.  Building
      Services; Utilities.  

     

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

     

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

     

    11.3.  Excess
      Usage by Tenant.  
      Tenant’s
      use of Building utilities and services shall not exceed the standard usage
      for
      the Building. If Tenant does use Building utilities or services in excess of
      the
      standard usage for the Building, Landlord shall have the right, in addition
      to
      any other rights or remedies it may have under this Lease, to (a) at Tenant's
      expense, install separate metering devices at the Premises, and to charge Tenant
      for its usage, (b) require Tenant to pay to Landlord all costs, expenses and
      damages incurred by Landlord as a result of such usage, and (c) require Tenant
      to stop using excess utilities or services.

     

    11.4.  Interruptions.  Tenant
      agrees that Landlord shall not be liable to Tenant for its failure to furnish,
      or any interruption, diminishment or termination of services due to the
      application of Laws, the failure of any equipment, the performance of repairs,
      improvements or alterations, utility interruptions or the occurrence of a Force
      Majeure Event and such failures shall never be deemed to constitute a
      constructive eviction of Tenant or relieve Tenant from the obligation of paying
      rent or performing any of its obligations under this Lease. Furthermore,
      Landlord shall not be liable under any circumstances for loss of property or
      for
      injury to, or interference with, Tenant's business, including, without
      limitation, loss of profits, however occurring, through or in connection with
      or
      incidental to a failure to furnish any such services or utilities. Landlord
      may
      comply with voluntary controls or guidelines promulgated by any governmental
      entity relating to the use or conservation of energy, water, gas, light or
      electricity or the reduction of automobile or other emissions without creating
      any liability of Landlord to Tenant under this Lease. 

     

    11.5 
      Failure to Provide Essential Services.
      Notwithstanding the provisions of Section 11.4, in the event the Building
      experiences an interruption of electrical, telephone, water or HVAC which
      prevents Tenant from utilizing the Premises to conduct its business (an
“Interruption”) which Interruption is within the control of Landlord to cure
      (i.e. not as a result of the inability of Landlord to obtain the applicable
      utility service through no fault of Landlord) (a “Controllable Interruption.”)
      Landlord shall commence and diligently pursue the curative action within a
      commercially reasonable amount of time after written notice from Tenant of
      a
      Controllable Interruption. If Landlord fails to commence and diligently pursue
      the curative action within a commercially reasonable amount of time after
      written notice from Tenant, then Tenant shall have the right, after written
      notice to Landlord to expend commercially reasonable market sums to cure the
      Controllable Interruption and offset said amount against the next payments
      of
      Rent due hereunder. This self help provision is specifically limited to
      Controllable Interruptions of service which Landlord is responsible for
      correction. Notwithstanding the foregoing, Tenant shall be entitled to an
      abatement of Rent with respect to a Controllable Interruption commencing with
      the sixth (6th) consecutive business day of the Controllable Interruption until
      such time as the services are restored.

     

    
      
        
        

      

      
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    12.  Assignment
      and Subletting.  

     

    12.1.  Landlord's
      Consent Required.  Tenant
      shall not voluntarily or by operation of law assign, transfer, hypothecate,
      mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant's
      interest in this Lease or in the Premises (hereinafter collectively a
      "Transfer"), without Landlord's prior written consent, which consent shall
      not
      be unreasonably withheld. Landlord shall respond to Tenant’s written request for
      consent hereunder within fifteen (15) days after Landlord’s receipt of the
      written request from Tenant. Any attempted Transfer without such consent shall
      be void and shall constitute a default of this Lease. If the entity(ies) which
      directly or indirectly controls the voting shares/rights of Tenant changes
      at
      any time, such change of ownership or control shall constitute a Transfer unless
      Tenant is an entity whose outstanding stock is listed on a recognized securities
      exchange or if at least 80% of its voting stock is owned by another entity,
      the
      voting stock of which is so listed. Tenant's written request for Landlord's
      consent shall include all of the following information: (a) financial statements
      for the proposed assignee or subtenant, (b) a detailed description of the
      business the assignee or subtenant intends to operate at the Premises, (c)
      a
      copy of the fully executed sublease or assignment agreement, and (d) such other
      information as Landlord may reasonably request.

     

    12.2.  Standard
      For Approval.  Landlord
      shall not unreasonably withhold its consent to a Transfer provided that Tenant
      has complied with each and every requirement, term and condition of this Section
      12. It shall be deemed reasonable for Landlord to withhold its consent to a
      Transfer if any requirement, term or condition of this Section 12 is not
      complied with or: (i) the Transfer would cause Landlord to be in violation
      of
      its obligations under another lease or agreement to which Landlord is a party;
      (ii) in Landlord's reasonable judgment, a proposed assignee or subtenant is
      not
      a creditworthy party; (iii) a proposed assignee's or subtenant's business will
      impose a burden on the Building's parking facilities, elevators, Common Areas
      or
      utilities that is greater than the burden imposed by Tenant, in Landlord's
      reasonable judgment; (iv) a proposed assignee or subtenant refuses to enter
      into
      a written assignment agreement or sublease, reasonably satisfactory to Landlord,
      which provides that it will abide by and assume all of the terms and conditions
      of this Lease for the term of any assignment or sublease and containing such
      other terms and conditions as Landlord reasonably deems necessary; (v) the
      use
      of the Premises by the proposed assignee or subtenant will be for a use not
      permitted by this Lease; (vi) any guarantor of this Lease refuses to consent
      to
      the Transfer or to execute a written agreement reaffirming the guaranty; (vii)
      Tenant is in default as defined in Section 13.1 at the time of the request
      (taking into account any grace and cure periods); (viii) if requested by
      Landlord, the assignee or subtenant refuses to sign a non-disturbance and
      attornment agreement in favor of Landlord's lender; (ix) Landlord has sued
      or
      been sued by the proposed assignee or subtenant or has otherwise been involved
      in a legal dispute with the proposed assignee or subtenant; (x) the assignee
      or
      subtenant is involved in a business which is not in keeping with the then
      current standards of the Building; (xi) the proposed assignee or subtenant
      is a
      person or entity then negotiating with Landlord for the lease of space in the
      Building; or (xii) the terms of a proposed assignment or subletting will allow
      the proposed assignee or subtenant to pay a rent less than the prevailing rental
      rate in the Building at the time of Tenant’s request to such
      Transfer.

     

    12.3. Additional
      Terms and Conditions.  
      Regardless of Landlord's consent, no Transfer shall release Tenant from Tenant's
      obligations hereunder or alter the primary liability of Tenant to pay the rent
      and other sums due Landlord hereunder and to perform all other obligations
      to be
      performed by Tenant hereunder or release any guarantor from its obligations
      under its guaranty. Landlord may accept rent from any person other than Tenant
      pending approval or disapproval of an assignment or subletting.  The
      consent by Landlord to any Transfer shall not constitute a consent to any
      subsequent Transfer by Tenant or to any subsequent or successive Transfer by
      an
      assignee or subtenant and no assignment or sublease may be modified or amended
      without Landlord's prior written consent. However, Landlord may consent to
      subsequent Transfers or any amendments or modifications thereto without
      notifying Tenant or anyone else liable on the Lease and without obtaining their
      consent, and such action shall not relieve such persons from liability under
      this Lease. In the event of any default under this Lease, Landlord may proceed
      directly against Tenant, any guarantors or anyone else responsible for the
      performance of this Lease, including any subtenant or assignee, without first
      exhausting Landlord's remedies against any other person or entity responsible
      therefore to Landlord, or any security held by Landlord. The discovery of the
      fact that any financial statement relied upon by Landlord in giving its consent
      to an assignment or subletting was materially false shall, at Landlord's
      election, render Landlord's consent null and void. Landlord shall not be liable
      under this Lease or under any sublease to any subtenant. Any assignee of, or
      subtenant under, this Lease shall, by reason of accepting such assignment or
      entering into such sublease, be deemed, for the benefit of Landlord, to have
      assumed and agreed to conform and comply with each and every term, covenant,
      condition and obligation herein to be observed or performed by Tenant during
      the
      term of said assignment or sublease, other than such obligations as are contrary
      or inconsistent with provisions of an assignment or sublease to which Landlord
      has specifically consented in writing.

     

    12.4.  Transfer
      Premium from Assignment or Subletting.  Landlord
      shall be entitled to receive from Tenant (as and when received by Tenant) as
      an
      item of additional rent fifty percent (50%) of all amounts received by Tenant
      from the subtenant or assignee in excess of the amounts payable by Tenant to
      Landlord hereunder (hereinafter the “Transfer Premium”). The Transfer Premium
      shall be reduced by the reasonable brokerage commissions and legal fees actually
      paid by Tenant in order to assign the Lease or to sublet a portion of the
      Premises. "Transfer Premium" shall mean all Rent, additional rent or other
      consideration of any type whatsoever payable by the assignee or subtenant in
      excess of the Rent and additional rent payable by Tenant under this Lease.
      If
      less than all of the Premises is transferred, the Rent and the additional rent
      shall be determined on a per rentable square foot basis. For purposes of
      calculating the Transfer Premium, expenses will be amortized over the life
      of
      the sublease.

     

    12.5.  Landlord's
      Option to Recapture Space.  Notwithstanding
      anything to the contrary contained in this Section 16, Landlord shall have
      the option, by giving written notice to Tenant within thirty (30) days after
      receipt of any request by Tenant to assign this Lease or to sublease space
      in
      the Premises, to terminate this Lease with respect to said space as of the
      date
      thirty (30) days after Landlord's election. In the event of a recapture by
      Landlord, if this Lease shall be canceled with respect to less than the entire
      Premises, the Rent and the number of parking spaces Tenant may use shall be
      adjusted on the basis of the number of rentable square feet retained by Tenant
      in proportion to the number of rentable square feet contained in the original
      Premises, and this Lease as so amended shall continue thereafter in full force
      and effect, and upon request of either party, the parties shall execute written
      confirmation of same.

     

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

     

    13.  Default;
      Remedies.  

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

    


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

    


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

    


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

    


    (d) Landlord
      may enter upon the Premises and do whatever Tenant is obligated to do under
      the
      terms of this Lease (and Tenant shall reimburse Landlord on demand for any
      expenses which Landlord may incur in effecting compliance with Tenant’s
      obligations under this Lease, and Landlord shall not be liable for any damages
      resulting to the Tenant from such action), whether caused by the negligence
      of
      Landlord or otherwise.

     

    All
      of
      the foregoing rights, remedies, powers and elections of Landlord reserved herein
      are cumulative, and pursuit of any of the foregoing remedies shall not preclude
      other remedies available under this Lease or provided by law, nor shall pursuit
      of any remedy herein provided constitute a forfeiture or waiver of any rent
      due
      to Landlord hereunder or of any damages accruing to Landlord by reason of the
      violation of any of the terms, provisions and covenants herein contained. No
      waiver by Landlord of any violation or breach of any of the terms, provisions
      and covenants herein contained shall be deemed or construed to constitute a
      waiver of any other violation or breach of any of the terms, provisions and
      covenants herein contained. Forbearance by Landlord to enforce one or more
      of
      the remedies herein provided upon an event of default, or delay by Landlord
      in
      enforcing one or more of such remedies upon an event of default, shall not
      be
      deemed or construed to constitute a waiver of such default. All monies expended
      by Landlord for which Tenant is liable under this Lease, and all amounts and
      charges due to Landlord under this Lease shall be deemed to constitute rents
      and
      all rents shall be paid by Tenant to Landlord without any setoff or counterclaim
      whatsoever and all past due rents shall bear interest at the maximum legal
      rate
      per annum and shall be included in any lien for rent.

     

    13.3.  Default
      by Landlord. Except
      with respect to the specific notice and cure periods set forth in Section 11.5
      of this Lease,  Landlord shall not be in default under this Lease unless
      Landlord fails to perform obligations required of Landlord within thirty (30)
      days after written notice by Tenant to Landlord and to the holder of any
      mortgage or deed of trust encumbering the Project whose name and address shall
      have theretofore been furnished to Tenant in writing, specifying wherein
      Landlord has failed to perform such obligation; provided, however, that if
      the
      nature of Landlord's obligation is such that more than thirty (30) days are
      required for its cure, then Landlord shall not be in default if Landlord
      commences performance within such thirty (30) day period and thereafter
      diligently pursues the same to completion.  Tenant
      hereby waives its right to recover consequential damages (including, but not
      limited to, lost profits) or punitive damages arising out of a Landlord
      default. Except
      to
      the extent Tenant obtains a final judgment of constructive eviction in
      accordance with applicable law or as otherwise permitted by applicable law,
      in
      no event shall Tenant have the right to terminate this Lease as a result of
      Landlord’s default, and Tenant’s remedies shall be limited to damages and/or an
      injunction. This Lease and the obligations of Tenant hereunder shall not be
      affected or impaired because Landlord is unable to fulfill any of its
      obligations hereunder or is delayed in doing so, if such inability or delay
      is
      caused by reason of a Force Majeure Event, and the time for Landlord's
      performance shall be extended for the period of any such delay. Any claim,
      demand, right or defense by Tenant that arises out of this Lease or the
      negotiations which preceded this Lease shall be barred unless Tenant commences
      an action thereon, or interposes a defense by reason thereof, within one (1)
      year after the date of the inaction, omission, event or action that gave rise
      to
      such claim, demand, right or defense.

     

    
      
        
        

      

      
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    13.4.  Late
      Charges.  If
      any
      installment of Rent or any other sum due from Tenant shall not be received
      by
      Landlord within five (5) days of when such amount shall be due, then, without
      any requirement for notice or demand to Tenant, Tenant shall immediately pay
      to
      Landlord a late charge equal to five percent (5%) of such overdue amount. The
      parties hereby agree that such late charge represents a fair and reasonable
      estimate of the costs Landlord will incur by reason of late payment by Tenant.
      Acceptance of such late charge by Landlord shall in no event constitute a waiver
      of Tenant's default with respect to such overdue amount, nor prevent Landlord
      from exercising any of the other rights and remedies granted hereunder including
      the assessment of interest under Section 13.5. 

     

    13.5.  Interest
      on Past-due Obligations.  Except
      as
      expressly herein provided, any amount due to Landlord that is not paid when
      due
      shall bear interest at the lesser of ten percent (10%) per annum, or the maximum
      rate permitted by applicable law. Payment of such interest shall not excuse
      or
      cure any default by Tenant under this Lease; provided, however, that interest
      shall not be payable on late charges incurred by Tenant nor on any amounts
      upon
      which late charges are paid by Tenant.

     

    13.6.  Payment
      of Rent and Security Deposit After Default.  If
      Tenant
      fails to pay Rent or any other monetary obligation due hereunder on the date
      it
      is due (taking into account any grace and cure period) on at least three
      occasions, at Landlord's option, all monetary obligations of Tenant hereunder
      shall thereafter be paid by cashiers check, and Tenant shall, upon demand,
      provide Landlord with a Security Deposit equal to three (3) months’ Rent. If
      Landlord has required Tenant to make said payments by cashiers check or to
      provide an additional Security Deposit, Tenant's failure to make a payment
      by
      cashiers check or to provide an additional Security Deposit, shall be a default
      hereunder.

     

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

     

    15. 
      Condemnation.  If
      the Premises or the Project are taken under the power of eminent domain, or
      sold
      under the threat of the exercise of said power (all of which are herein called
      "Condemnation"), this Lease shall terminate as to the part so taken as of the
      date the condemning authority takes title or possession, whichever first occurs,
      except with respect to a temporary taking lasting less than ninety (90) days
      in
      which case Tenant’s rent will be proportionately abated but the Lease shall
      continue in full force and effect. Any award for the taking of all or any part
      of the Premises or the Project under the power of eminent domain or any payment
      made under threat of the exercise of such power shall be the property of
      Landlord, whether such award shall be made as compensation for diminution in
      value of the leasehold, for good will, for the taking of the fee, as severance
      damages, or as damages for tenant improvements; provided, however, that Tenant
      shall be entitled to any separate award for loss of or damage to Tenant's
      removable personal property and for moving expenses.

     

    16.  Broker's
      Fee.  Tenant
      and Landlord each represent and warrant to the other that neither has had any
      dealings or entered into any agreements with any person, entity, broker or
      finder other than the persons, if any, listed in Section 1.13, in connection
      with the negotiation of this Lease, and no other broker, person, or entity
      is
      entitled to any commission or finder's fee in connection with the negotiation
      of
      this Lease, and Tenant and Landlord each agree to indemnify, defend and hold
      the
      other harmless from and against any claims, damages, costs, expenses, attorneys'
      fees or liability for compensation or charges which may be claimed by any such
      unnamed broker, finder or other similar party by reason of any dealings, actions
      or agreements of the indemnifying party.

     

    17.  Subordination;
      Estoppel Certificates.

     

    17.1.
      Subordination.  This
      Lease and any options granted to Tenant hereunder, upon Landlord’s written
      election, shall be subject and subordinate to any ground lease, mortgage, deed
      of trust, or any other hypothecation or security now or hereafter placed upon
      the Project and to any and all advances made on the security thereof and to
      all
      renewals, modifications, consolidations, replacements and extensions thereof.
      Notwithstanding such subordination, Tenant's right to quiet possession of the
      Premises shall not be disturbed if Tenant is not in default and so long as
      Tenant shall pay the rent and observe and perform all of the provisions of
      this
      Lease, unless this Lease is otherwise terminated pursuant to its terms. At
      the
      request of any mortgagee, trustee or ground lessor, Tenant shall attorn to
      such
      person or entity. If any mortgagee, trustee or ground lessor shall elect to
      have
      this Lease prior to the lien of its mortgage, deed of trust or ground lease,
      and
      shall give written notice thereof to Tenant, this Lease shall be deemed prior
      to
      such mortgage, deed of trust or ground lease, whether this Lease are dated
      prior
      or subsequent to the date of said mortgage, deed of trust or ground lease or
      the
      date of recording thereof. In the event of the foreclosure of a security device,
      the new owner shall not (a) be liable for any act or omission of any prior
      landlord or with respect to events occurring prior to its acquisition of title,
      (b) be liable for the breach of this Lease by any prior landlord, (c) be subject
      to any offsets or defenses which Tenant may have against the prior landlord
      (other than any current rent paid to the Landlord) or (d) be liable to Tenant
      for the return of its Security Deposit. Tenant agrees to execute and acknowledge
      any documents Landlord reasonably requests that Tenant execute to effectuate
      an
      attornment, a subordination, or to make this Lease prior to the lien of any
      mortgage, deed of trust or ground lease, as the case may be. Tenant's failure
      to
      execute such documents within ten (10) days after written demand shall
      constitute a material default by Tenant hereunder. Landlord represents and
      warrants that as of the Commencement Date of this lease, there are no mortgages
      or ground leases encumbering the Building of which the Premises are a part.
      

     

    
      
        
        

      

      
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    17.2.
      Estoppel Certificates. Tenant
      shall from time to time, upon not less than ten (10) days' prior written notice
      from Landlord, execute, acknowledge and deliver to Landlord a statement in
      writing certifying such information as Landlord may reasonably request
      including, but not limited to, the following: (a) that this Lease is unmodified
      and in full force and effect (or, if modified, stating the nature of such
      modification and certifying that this Lease, as so modified, is in full force
      and effect) (b) the date to which the Rent and other charges are paid in advance
      and the amounts so payable, (c) that there are not, to Tenant's knowledge,
      any
      uncured defaults or unfulfilled obligations on the part of Landlord, or
      specifying such defaults or unfulfilled obligations, if any are claimed, (d)
      that all tenant improvements to be constructed by Landlord, if any, have been
      completed in accordance with Landlord's obligations and (e) that Tenant has
      taken possession of the Premises. Any such statement may be conclusively relied
      upon by any prospective purchaser or encumbrancer of the Project. At Landlord's
      option, the failure of Tenant to deliver such statement within such time shall
      constitute a material default of Tenant hereunder, or it shall be conclusive
      upon Tenant that (a) this Lease is in full force and effect, without
      modification except as may be represented by Landlord, (b) there are no uncured
      defaults in Landlord's performance, (c) not more than one month's Rent has
      been
      paid in advance, (d) all tenant improvements to be constructed by Landlord,
      if
      any, have been completed in accordance with Landlord's obligations and (e)
      Tenant has taken possession of the Premises.

     

    18. 
      Landlord's Liability.  
      Landlord
      shall have the right to transfer all or any portion of its interest in the
      Project and to assign this Lease to the transferee. Upon transfer, Landlord
      shall automatically be released from all further liability under this Lease;
      and
      Tenant hereby agrees to look solely to Landlord's transferee for the performance
      of Landlord's obligations hereunder after the date of the transfer. Upon such
      a
      transfer, Landlord shall, at its option, return Tenant's Security Deposit to
      Tenant or transfer Tenant's Security Deposit to Landlord's transferee and,
      in
      either event, Landlord shall have no further liability to Tenant for the return
      of its Security Deposit. Subject to the rights of any lender holding a mortgage
      or deed of trust encumbering all or part of the Project, Tenant agrees to look
      solely to Landlord's equity interest in the Project for the collection of any
      judgment requiring the payment of money by Landlord arising out of (a)
      Landlord's failure to perform its obligations under this Lease or (b) the
      negligence or willful misconduct of Landlord, its partners, employees and
      agents. No other property or assets of Landlord shall be subject to levy,
      execution or other enforcement procedure for the satisfaction of any judgment
      or
      writ obtained by Tenant against Landlord. No partner, employee or agent of
      Landlord shall be personally liable for the performance of Landlord's
      obligations hereunder or be named as a party in any lawsuit arising out of
      or
      related to, directly or indirectly, this Lease and the obligations of Landlord
      hereunder. The obligations under this Lease do not constitute personal
      obligations of the individual partners of Landlord and Tenant shall not seek
      recourse against the individual partners of Landlord or their assets. In no
      event shall Landlord be liable to Tenant for consequential or punitive
      damages.

     

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

     

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

     

    20.  Exemption
      of Landlord from Liability.  Tenant
      hereby agrees that Landlord shall not be liable for injury to Tenant's business
      or any loss of income therefrom or for loss of or damage to Tenant’s Property,
      Tenant's employees, agents, contractors or invitees, or any other person in
      or
      about the Project, nor shall Landlord be liable for injury to the person of
      Tenant, Tenant's employees, agents, contractors or invitees, whether such damage
      or injury is caused by or results from any cause whatsoever including, but
      not
      limited to, theft, criminal activity at the Project, negligent security
      measures, bombings or bomb scares, Hazardous Materials, fire, steam,
      electricity, gas, water or rain, flooding, breakage of pipes, sprinklers,
      plumbing, air conditioning or lighting fixtures, or from any other cause,
      whether said damage or injury results from conditions arising upon the Premises
      or upon other portions of the Project, or from other sources or places, or
      from
      new construction or the repair, alteration or improvement of any part of the
      Project, unless the cause of the damage or injury arises out of Landlord's
      or
      its employees', agents' or contractors' grossly negligent or intentional acts.
      Landlord shall not be liable for any damages arising from any act or neglect
      of
      any employees, agents, contractors or invitees of any other tenant, occupant
      or
      user of the Project, nor from the failure of Landlord to enforce the provisions
      of the lease of any other tenant of the Project. Tenant, as a material part
      of
      the consideration to Landlord hereunder, hereby assumes all risk of damage
      to
      Tenant's Property or business or injury to persons in, upon or about the Project
      arising from any cause, excluding Landlord's gross negligence or the gross
      negligence of its employees, agents or contractors, and Tenant hereby waives
      all
      claims in respect thereof against Landlord, its employees, agents and
      contractors.

     

    
      
        
        

      

      
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    21.  Hazardous
      Material.  

     

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

     

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

     

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

     

    22.  Force
      Majeure.  
      Landlord
      will not be deemed in default or have liability to Tenant, nor will Tenant
      have
      any right to terminate this Lease or abate rent or assert a claim of partial
      or
      constructive eviction, because of Landlord’s failure to perform any of its
      obligations under this Lease if the failure is due in part or in full to reasons
      beyond Landlord’s reasonable control. Such reasons will include but not be
      limited to: fire, earthquake, weather delays or other acts of God, strikes,
      boycotts, war, terrorism, bio-terrorism, riot, insurrection, embargoes,
      shortages of equipment, labor or materials, utility failure or defect, delays
      in
      issuance of any necessary governmental permit or approval (including building
      permits and certificates of occupancy), any governmental preemption in
      connection with a national emergency or any other cause, whether similar or
      dissimilar, which is beyond a party’s reasonable control (each, hereinafter, a
“Force Majeure Event”). If this Lease specifies a time period for performance of
      an obligation by Landlord, that time period will be extended by the period
      of
      any delay in Landlord’s performance caused by the Force Majeure
      Event.

     

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

     

    23.  Landlord’s
      Rights.

     

    23.1.
      Landlord Reservations.  Landlord
      shall have the right: (a) to change the name and address of the Project or
      Building upon not less than ninety (90) days prior written notice; (b) to
      provide and install Building standard graphics on or near the door of the
      Premises and such portions of the Common Areas as Landlord shall determine,
      in
      Landlord's sole discretion; (c) to permit any tenant the exclusive right to
      conduct any business as long as such exclusive right does not conflict with
      any
      rights expressly given herein; and (d) to place signs, notices or displays
      upon
      the roof, interior, exterior or Common Areas of the Project. Tenant shall not
      permit anyone, except in an emergency, to go upon the roof of the Building.
      Landlord reserves the right to use the exterior walls of the Premises, and
      the
      area beneath, adjacent to and above the Premises, together with the right to
      install, use, maintain and replace equipment, machinery, pipes, conduits and
      wiring through the Premises, which serve other parts of the Project, provided
      that Landlord's use does not unreasonably interfere with Tenant's use of the
      Premises. Landlord reserves to itself the right, from time to time, to grant
      such easements, rights and dedications that Landlord deems necessary or
      desirable, and to cause the recordation of parcel maps and restrictions, so
      long
      as such easements, rights, dedications, maps and restrictions do not
      unreasonably interfere with the use of the Premises by Tenant. Tenant shall
      sign
      any of the aforementioned documents within ten (10) days after Landlord's
      request and Tenant's failure to do so shall constitute a default by Tenant.
      The
      obstruction of Tenant's view, air, or light by any structure erected in the
      vicinity of the Project, whether by Landlord or third parties, shall in no
      way
      affect this Lease or impose any liability upon Landlord. 

     

    
      
        
        

      

      
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    23.2.
       Changes to Project.  Landlord
      shall have the right, in Landlord's sole discretion, from time to time, to
      make
      changes to the size, shape, location, number and extent of the improvements
      comprising the Project (hereinafter referred to as "Changes") including, but
      not
      limited to, the Project interior and exterior, the Common Areas, elevators,
      escalators, restrooms, HVAC, electrical systems, communication systems, fire
      protection and detection systems, plumbing systems, security systems, parking
      control systems, driveways, entrances, parking spaces, parking areas and
      landscaped areas. In connection with the Changes, Landlord may, among other
      things, erect scaffolding or other necessary structures at the Project, limit
      or
      eliminate access to portions of the Project, including portions of the Common
      Areas, or perform work in the Building, which work may create noise, dust or
      leave debris in the Building. Tenant hereby agrees that such Changes and
      Landlord's actions in connection with such Changes shall in no way constitute
      a
      constructive eviction of Tenant or entitle Tenant to any abatement of rent.
      Landlord shall have no responsibility or for any reason be liable to Tenant
      for
      any direct or indirect injury to or interference with Tenant's business arising
      from the Changes, nor shall Tenant be entitled to any compensation or damages
      from Landlord for any inconvenience or annoyance occasioned by such Changes
      or
      Landlord's actions in connection with such Changes. Landlord agrees to use
      commercially reasonable efforts to minimize interference with Tenant’s
      operations within the Premises in connection with any such Changes.


     

    23.3.
      Landlord's Access.  Landlord
      and Landlord's agents, contractors and employees shall have the right to enter
      the Premises at reasonable times for the purpose of inspecting the Premises,
      performing any services required of Landlord, showing the Premises to
      prospective purchasers, lenders, or tenants, undertaking safety measures and
      making alterations, repairs, improvements or additions to the Premises or to
      the
      Project. In the event of an emergency, Landlord may gain access to the Premises
      by any reasonable means, and Landlord shall not be liable to Tenant for damage
      to the Premises or to Tenant's Property resulting from such access. Landlord
      shall have the right to retain keys to the locks on the entry doors to the
      Premises and all interior doors at the Premises. At Landlord’s option, Landlord
      may require Tenant to obtain all keys to door locks at the Premises from
      Landlord’s engineering staff or Landlord’s locksmith and to only use Landlord’s
      engineering staff or Landlord’s locksmith to change locks at the Premises.
      Tenant shall pay Landlord’s or its locksmith’s standard charge for all keys and
      other services obtained from Landlord’s engineering staff or
      locksmith.

     

    24.  Parking.
      During
      the Term and subject to the rules and regulations attached hereto as Exhibit
      "B"
      as modified by Landlord from time to time (the "Rules"), Tenant shall be
      entitled to use twenty (20)
      unreserved parking spaces in the Building’s garage and Tenant shall be entitled
      to use seven (7)
      reserved
      parking spaces in the first floor of the Building’s garage. For purposes of this
      Lease, a "parking space" refers to the space in which one (1) motor vehicle
      is
      intended to park. If Tenant commits or allows in the parking facility any of
      the
      activities prohibited by the Lease or the Rules, then Landlord shall have the
      right, without notice, in addition to such other rights and remedies that it
      may
      have, to remove or tow away the vehicle involved and charge the cost to Tenant,
      which cost shall be immediately payable by Tenant upon demand by Landlord.
      Tenant's parking rights are the personal rights of Tenant and Tenant shall
      not
      transfer, assign, or otherwise convey its parking rights separate and apart
      from
      this Lease. Landlord agrees that during the term of this Lease, Landlord will
      make available guest parking spaces in the Building’s garage. 

     

    25.  INTENTIONALLY
      DELETED.

     

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

     

    27.  Perimeter
      Access Control.  Tenant
      hereby acknowledges that Landlord shall have no obligation whatsoever to provide
      guard service or other security measures for the benefit of the Premises or
      the
      Project, and Landlord shall have no liability to Tenant due to its failure
      to
      provide such services. Tenant assumes all responsibility for the protection
      of
      Tenant, its agents, employees, contractors and invitees and the property of
      Tenant and of Tenant's agents, employees, contractors and invitees from acts
      of
      third parties. Nothing herein contained shall prevent Landlord, at Landlord's
      sole option, from implementing security measures for the Project or any part
      thereof, in which event Tenant shall participate in such security measures
      and
      Tenant’s share of the cost thereof may be charged to Tenant, and Landlord shall
      have no liability to Tenant and its agents, employees, contractors and invitees
      arising out of Landlord’s negligent provision of security measures. Landlord
      shall have the right, but not the obligation, to require all persons entering
      or
      leaving the Project to identify themselves to a security guard and to reasonably
      establish that such person should be permitted access to the
      Project.

     

    
      
        
        

      

      
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    28.  Signs.  Tenant
      shall not place any sign upon the Premises (including on the inside or the
      outside of the doors or windows of the Premises) or the Project without
      Landlord's prior written consent, which may be given or withheld in Landlord's
      reasonable discretion. Landlord shall have the right to place any sign it deems
      appropriate on any portion of the Project except the interior of the Premises.
      Any sign Landlord permits Tenant to place upon the Premises shall be maintained
      by Tenant, at Tenant's sole expense. If Landlord permits Tenant to include
      its
      name in the Building's directory, the cost of placing Tenant's name in the
      directory and the cost of any subsequent modifications thereto shall be paid
      by
      Tenant, at Tenant's sole expense. Landlord acknowledges and agrees that Tenant
      shall have the right to place a sign identifying the Premises and a sign
      identifying that certain of Tenant’s principals are the holders of a Florida
      real estate broker’s licenses outside of the Tenant’s principal entrance to the
      Premises with Landlord's prior written consent, such consent not to be
      unreasonably withheld, delayed or conditioned. Landlord further acknowledges
      that Landlord shall either (i) provide a building directory identifying the
      Tenant’s suite in the lobby of the Building or (ii) advise the Landlord’s
      receptionist seated in the lobby of the Building to direct Tenant’s customers
      and guests to Tenant’s suite within the Building.

     

    29.  Notices.  All
      notices required or permitted by this Lease shall be in writing and shall be
      delivered (a) by hand, (b) by U.S. Postal Service certified mail, return receipt
      requested, or (c) by U.S. Postal Service Express Mail, Federal Express or other
      overnight courier and shall be deemed sufficiently given if served in a manner
      specified in this Section. The addresses set forth in Section 1.15 of this
      Lease
      shall be the address of each party for notice purposes. Landlord or Tenant
      may
      by written notice to the other specify a different address or addresses for
      notices purposes, except that upon Tenant's taking possession of the Premises,
      the Premises shall constitute Tenant's address for the purpose of mailing or
      delivering notices to Tenant. Any notice sent by certified mail, return receipt
      requested, shall be deemed given three (3) days after deposited with the U.S.
      Postal Service. Notices delivered by U.S. Express Mail, Federal Express or
      other
      courier shall be deemed given on the date delivered by the carrier to the
      appropriate party's address for notice purposes. If notice is received on
      Saturday, Sunday or a legal holiday, it shall be deemed received on the next
      business day. Nothing contained herein shall be construed to limit Landlord's
      right to serve any notice to pay rent or quit or similar notice by any method
      permitted by applicable law, and any such notice shall be effective if served
      in
      accordance with any method permitted by applicable law whether or not the
      requirements of this Section have been met. Tenant hereby elects domicile at
      the
      Premises for the purpose of service of all notices, writs of summons or other
      legal documents or process in any suit, action or proceeding which Landlord
      or
      any mortgagee may undertake under this Lease. Notice from Landlord may be given
      to Tenant by Landlord or Landlord’s agent or attorney.

     

    30.  Miscellaneous.

     

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

     

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

     

    30.3.  Incorporation
      of Prior Agreements.  This
      Lease and the attachments listed in Section 1.14 contain all agreements of
      the
      parties with respect to the lease of the Premises and any other matter mentioned
      herein. No prior or contemporaneous agreement or understanding pertaining to
      any
      such matter shall be effective. Except as otherwise stated in this Lease, Tenant
      hereby acknowledges that no real estate broker nor Landlord or any employee
      or
      agents of any of said persons has made any oral or written warranties or
      representations to Tenant concerning the condition or use by Tenant of the
      Premises or the Project or concerning any other matter addressed by this
      Lease.

     

    30.4.  Waivers.  No
      waiver
      by Landlord or Tenant of any provision hereof shall be deemed a waiver of any
      other provision hereof or of any subsequent breach by Landlord or Tenant of
      the
      same or any other provision. Landlord's consent to, or approval of, any act
      shall not be deemed to render unnecessary the obtaining of Landlord's consent
      to
      or approval of any subsequent act by Tenant. The acceptance of rent hereunder
      by
      Landlord shall not be a waiver of any preceding breach by Tenant of any
      provision hereof, other than the failure of Tenant to pay the particular rent
      so
      accepted, regardless of Landlord's knowledge of such preceding breach at the
      time of acceptance of such rent. No acceptance by Landlord of partial payment
      of
      any sum due from Tenant shall be deemed a waiver by Landlord of its right to
      receive the full amount due, nor shall any endorsement or statement on any
      check
      or accompanying letter from Tenant be deemed an accord and satisfaction. Tenant
      hereby waives for Tenant and all those claiming under Tenant all rights now
      or
      hereafter existing to redeem by order or judgment of any court or by legal
      process or writ, Tenant's right of occupancy of the Premises after any
      termination of this Lease. This Lease shall be construed as though the covenants
      contained herein are independent and not dependent and Tenant hereby waives
      the
      benefit of any statute to the contrary. All provisions of this Lease to be
      observed or performed by Tenant are both covenants and conditions.

     

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

     

    30.6.  Binding
      Effect; Choice of Law; Conflict.  Subject
      to any provision hereof restricting assignment or subletting by Tenant, this
      Lease shall bind the parties, their heirs, personal representatives, successors
      and assigns. This Lease shall be governed by the laws of the state in which
      the
      Project is located and any litigation concerning this Lease between the parties
      hereto shall be initiated in the county in which the Project is located. Except
      as otherwise provided herein to the contrary, any conflict between the printed
      provisions, exhibits, addenda or riders of this Lease and the typewritten or
      handwritten provisions, if any, shall be controlled by the typewritten or
      handwritten provisions.

     

    
      
        
        

      

      
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    30.7.  Attorneys'
      Fees.  If
      Landlord or Tenant brings an action to enforce the terms hereof or declare
      rights hereunder, the prevailing party in any such action, or appeal thereon,
      shall be entitled to its reasonable attorneys' fees and court costs to be paid
      by the losing party as fixed by the court in the same or separate suit, and
      whether or not such action is pursued to decision or judgment. The attorneys'
      fee award shall not be computed in accordance with any court fee schedule,
      but
      shall be such as to fully reimburse all attorneys' fees and court costs
      reasonably incurred in good faith. Landlord shall be entitled to reasonable
      attorneys' fees and all other costs and expenses incurred in the preparation
      and
      service of notices of default and consultations in connection therewith, whether
      or not a legal action is subsequently commenced in connection with such default.
      Landlord and Tenant agree that attorneys’ fees incurred with respect to defaults
      and bankruptcy are actual pecuniary losses within the meaning of Section
      365(b)(1)(B) of the Bankruptcy Code or any successor statute.

     

    30.8.  Auctions.  Tenant
      shall not conduct, nor permit to be conducted, either voluntarily or
      involuntarily, any auction upon the Premises or the Common Areas. The holding
      of
      any auction on the Premises or Common Areas in violation of this Section 30.8
      shall constitute a material default hereunder.

     

    30.9.  Merger;
      Relationship of Parties.  The
      voluntary or other surrender of this Lease by Tenant, or a mutual cancellation
      thereof, or a termination by Landlord, shall not result in the merger of
      Landlord's and Tenant's estates, and shall, at the option of Landlord, terminate
      all or any existing subtenancies or may, at the option of Landlord, operate
      as
      an assignment to Landlord of any or all of such subtenancies. Nothing contained
      in this Lease shall be deemed or construed by the parties hereto or by any
      third
      party to create the relationship of principal and agent, partnership, joint
      venturer or any association between Landlord and Tenant.

     

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

     

    30.11.  Authority;
      Multiple Parties.  If
      Tenant is a corporation, trust, general or limited partnership, or other entity,
      Tenant, and each individual executing this Lease on behalf of such entity,
      represents and warrants that such individual is duly authorized to execute
      and
      deliver this Lease on behalf of said entity, that said entity is duly authorized
      to enter into this Lease, and that this Lease is enforceable against said entity
      in accordance with its terms. If Tenant is a corporation, trust or partnership,
      Tenant shall deliver to Landlord upon demand evidence of such authority
      satisfactory to Landlord. If more than one person or entity is named as Tenant
      herein, the obligations of Tenant shall be the joint and several responsibility
      of all persons or entities named herein as Tenant. Service of a notice in
      accordance with Section 29 on one Tenant shall be deemed service of notice
      on
      all Tenants.

     

    30.12.  Interpretation.  This
      Lease shall be interpreted as if it was prepared by both parties and ambiguities
      shall not be resolved in favor of Tenant because all or a portion of this Lease
      was prepared by Landlord. The captions contained in this Lease are for
      convenience only and shall not be deemed to limit or alter the meaning of this
      Lease. As used in this Lease the words tenant and landlord include the plural
      as
      well as the singular. Words used in the neuter gender include the masculine
      and
      feminine gender. The deletion of any printed, typed or other portion of this
      Lease shall not evidence the parties’ intention to contradict such deleted
      portion. Such deleted portion shall be deemed not to have been inserted in
      this
      Lease. Notwithstanding anything to the contrary contained in this Lease, if
      the
      Term of the Lease has not commenced within twenty-one (21) years after the
      date
      of this Lease, this Lease shall automatically terminate on the twenty-first
      (21st) anniversary of such date. The sole purpose of this provision is to avoid
      any interpretation of this Lease as a violation of the Rule Against
      Perpetuities, or any other rule of law or equity concerning restraints on
      alienation.

     

    30.13.  Prohibition
      Against Recording.  Neither
      this Lease, nor any memorandum, affidavit or other writing with respect thereto,
      shall be recorded by Tenant or by anyone acting through, under or on behalf
      of
      Tenant. Landlord shall have the right to record a memorandum of this Lease,
      and
      Tenant shall execute, acknowledge and deliver to Landlord for recording a
      commercially reasonable form of memorandum prepared by Landlord.

     

    30.14.  Rules
      and Regulations.  Tenant
      agrees to abide by and conform to the Rules and to cause its employees,
      suppliers, customers and invitees to so abide and conform. Landlord shall have
      the right, from time to time, to modify, amend and enforce the Rules. Landlord
      shall not be responsible to Tenant for the failure of other persons including,
      but not limited to, other tenants, their agents, employees and invitees to
      comply with the Rules.

     

    30.15.  Intentionally
      Omitted.

     

    30.16.  Attachments.  The
      items
      listed in Section 1.14 are a part of this Lease and are incorporated herein
      by
      this reference.

     

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

     

    Landlord
      agrees that it will not publicize the terms of this Lease without Tenant’s prior
      written consent, which consent will not be unreasonably withheld, delayed or
      conditioned.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    30.18 Lease
      of Furniture. Landlord
      hereby also leases to Tenant the furniture and other items listed on Exhibit
“C”
attached hereto (the “Furniture”) during the term of this Lease at no additional
      cost to Tenant beyond the Rent stated herein. Tenant accepts the Furniture
      in
      its “as-is” condition existing as of the Commencement Date of this Lease. Tenant
      agrees to return the Furniture to Landlord at the expiration or earlier
      termination of this Lease in the same condition as when it was received,
      ordinary wear and tear excepted. Landlord warrants that it owns all of the
      furniture. 

    


    31. OFAC
      Certification.
      

    


    31.1.
      Tenant
      certifies that: (i) it is not acting, directly or indirectly, for or on behalf
      of any person, group, entity, or nation named by any Executive Order or the
      United States Treasury Department as a terrorist, “Specially Designated National
      and Blocked Person,” or other banned or blocked person, entity, nation, or
      transaction pursuant to any law, order, rule, or regulation that is enforced
      or
      administered by the Office of Foreign Assets Control; and (ii) it is not engaged
      in this transaction, directly or indirectly on behalf of, or instigating or
      facilitating this transaction, directly or indirectly on behalf of, any such
      person, group, entity, or nation.

    


    31.2.
      Tenant
      hereby agrees to defend, indemnify, and hold harmless Landlord from and against
      any and all claims, damages, losses, risks, liabilities, and expenses (including
      attorney’s fees and costs) arising from or related to any breach of the
      foregoing certification.

    


    32.
      RADON DISCLOSURE.
      Tenant
      is hereby advised that radon is a naturally occurring radioactive gas that,
      when
      it has accumulated in a building in sufficient quantities, may present health
      risks to persons who are exposed to it over time. Levels of radon that exceed
      federal and state guidelines have been found in buildings in Florida. Additional
      information regarding radon and radon testing may be obtained from your county
      public health unit. The foregoing disclosure is provided to comply with state
      law and is for informational purposes only. Landlord has not conducted radon
      testing with respect to the Building and specifically disclaims any and all
      representations and warranties as to the absence of radon gas or radon producing
      conditions in connection with the Building and the Premises.

     

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

     

    LANDLORD
      AND TENANT ACKNOWLEDGE THAT THEY HAVE CAREFULLY READ AND REVIEWED THIS LEASE
      AND
      EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW
      THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT,
      AT
      THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY
      REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH
      RESPECT TO THE PREMISES. TENANT ACKNOWLEDGES THAT IT HAS BEEN GIVEN THE
      OPPORTUNITY TO HAVE THIS LEASE REVIEWED BY ITS LEGAL COUNSEL PRIOR TO ITS
      EXECUTION. PREPARATION OF THIS LEASE BY LANDLORD OR LANDLORD'S AGENT AND
      SUBMISSION OF SAME TO TENANT SHALL NOT BE DEEMED AN OFFER BY LANDLORD TO LEASE
      THE PREMISES TO TENANT OR THE GRANT OF AN OPTION TO TENANT TO LEASE THE
      PREMISES. THIS LEASE SHALL BECOME BINDING UPON LANDLORD AND TENANT ONLY WHEN
      FULLY EXECUTED BY BOTH PARTIES AND WHEN LANDLORD HAS DELIVERED A FULLY EXECUTED
      ORIGINAL OF THIS LEASE TO TENANT.

    


    34.
      EXPANSION RIGHT.
      At any
      time prior to July 1, 2008, Tenant shall have the right to provide Landlord
      with
      notice in writing that Tenant will lease the remaining 1120 square feet on
      the
      north portion of the 11th
      floor,
      and at any time prior to December 31, 2008 Tenant shall have the right to
      provide Landlord with notice in writing that Tenant will lease all or a portion
      of the south portion of the 11th
      floor
      (the “Expansion Space”). The terms of the lease for the Expansion Space shall be
      the same as the terms contained in this Lease, except that the Rent to be paid
      by Tenant for such Expansion Space shall be the then prevailing rate as
      determined by Landlord. Tenant’s right to lease such Expansion Space shall
      automatically terminate if Tenant fails to timely notify Landlord in writing
      that Tenant will lease the Expansion Space. 

    


    35.
      OPTIONS TO RENEW. 

     

    A. Provided
      no default exists and Tenant is occupying the entire Premises at the time of
      such election, Tenant may renew this Lease for one (1) additional period of
      five (5) years (the “First Extension Term”) on the same terms provided in
      this Lease (except as set forth below), by delivering written notice (the "First
      Renewal Notice") of the exercise thereof to Landlord at least nine (9)
      months prior to the expiration date of this Lease. Upon Tenant’s timely notice
      of the exercise of the option to renew, the Lease shall be extended on the
      same
      terms provided in this Lease, except as follows:

     

    
      	 	
              (a)

            	
              The
                Rent payable during such First Extension Term shall be the prevailing
                rental rate, as determined by Landlord in its commercially reasonable
                discretion (and with Landlord’s delivery, if requested by Tenant, of the
                basis for such determination), for buildings comparable to the Building,
                at the commencement of such First Extension Term, for space of equivalent
                quality, size, utility and location, with the length of the First
                Extension Term and the credit standing of Tenant to be taken into
                account;
                and

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Landlord
                shall lease to Tenant the Premises in their then current condition,
                and
                Landlord shall not provide to Tenant any allowances (e.g., moving
                allowance, construction allowance, tenant improvements allowance
                and the
                like) or other tenant inducements.

            


    

     

    Landlord
      shall deliver written notice (the "Landlord Notice")
      to
      Tenant, within thirty (30) days after Landlord's receipt of a timely First
      Renewal Notice, which sets forth the Rent determined by Landlord to be payable
      during the First Extension Term after consideration of the factors set forth
      under clause (a) above. Tenant shall have the right, within ten (10) days
      following the date of the Landlord Notice, to deliver written notice (the
      "First
      Revocation Notice")
      to
      Landlord that Tenant elects to revoke its exercise of the renewal option. If
      Tenant delivers a First Revocation Notice, Tenant shall have no further right
      to
      extend the term of this Lease and this Lease shall terminate upon the expiration
      of the initial term hereof. If Tenant timely delivers a First Renewal Notice
      but
      fails to timely deliver a First Revocation Notice, this Lease shall be extended
      on the terms set forth above and at the Rent specified in the Landlord
      Notice.

    


    Tenant's
      right to extend the term of this Lease shall terminate if (i) this Lease or
      Tenant's right to possession of the Premises is terminated, (ii) Tenant, at
      any
      time during the Lease Term, assigns any of its interest in this Lease or sublets
      any portion of the Premises other than as permitted under the terms of Section
      12.6 hereof, (iii) Tenant delivers a First Revocation Notice, or (iv) Tenant
      fails to timely exercise its option under this Section 34A. , time being of
      the
      essence with respect to Tenant's exercise thereof.

     

    B. Provided
      no default exists and Tenant is occupying the entire Premises at the time of
      such election, Tenant may renew this Lease for a second additional period of
      five (5) years (the “Second Extension Term”) on the same terms provided in
      this Lease (except as set forth below), by delivering written notice (the
      "Second Renewal Notice") of the exercise thereof to Landlord at least nine
      (9) months prior to the expiration date of the First Extension Term. Upon
      Tenant’s timely notice of the exercise of the option to renew, the Lease shall
      be extended on the same terms provided in this Lease, except as
      follows:

     

    
      	 	
              (a)

            	
              The
                Rent payable during such Second Extension Term shall be the prevailing
                rental rate, as determined by Landlord in its commercially reasonable
                discretion (and with Landlord’s delivery, if requested by Tenant, of the
                basis for such determination), for buildings comparable to the Building,
                at the commencement of such Second Extension Term, for space of equivalent
                quality, size, utility and location, with the length of the Second
                Extension Term and the credit standing of Tenant to be taken into
                account;
                

            


    

     

    
      	 	
              (b)

            	
              Tenant
                shall have no further renewal options unless hereafter expressly
                granted
                by Landlord in writing; and 

            


    

     

    
      	 	
              (c)

            	
              Landlord
                shall lease to Tenant the Premises in their then current condition,
                and
                Landlord shall not provide to Tenant any allowances (e.g., moving
                allowance, construction allowance, tenant improvements allowance
                and the
                like) or other tenant inducements.

            


    

     

    Landlord
      shall deliver written notice (the "Landlord Notice")
      to
      Tenant, within thirty (30) days after Landlord's receipt of a timely Second
      Renewal Notice, which sets forth the Rent determined by Landlord to be payable
      during the Second Extension Term after consideration of the factors set forth
      under clause (a) above. Tenant shall have the right, within ten (10) days
      following the date of the Landlord Notice, to deliver written notice (the
      "Second
      Revocation Notice")
      to
      Landlord that Tenant elects to revoke its exercise of the renewal option. If
      Tenant delivers a Second Revocation Notice, Tenant shall have no further right
      to extend the term of this Lease and this Lease shall terminate upon the
      expiration of the initial term hereof. If Tenant timely delivers a Second
      Renewal Notice but fails to timely deliver a Second Revocation Notice, this
      Lease shall be extended on the terms set forth above and at the Rent specified
      in the Landlord Notice.

     

    Tenant's
      right to extend the term of this Lease shall terminate if (i) this Lease or
      Tenant's right to possession of the Premises is terminated, (ii) Tenant, at
      any
      time during the Lease Term, assigns any of its interest in this Lease or sublets
      any portion of the Premises other than as permitted under the terms of Section
      12.6 hereof, (iii) Tenant delivers a Second Revocation Notice, or (iv) Tenant
      fails to timely exercise its option under this Section 34B. , time being of
      the
      essence with respect to Tenant's exercise thereof.  

    


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              WITNESSES:

               

               

               

               

               

               

              _____________________________________

              Print
                Name: _________________________________

              __________________________________________

              Print
                Name:_________________________________

            	
              LANDLORD:

               

               

              FROST
                REAL ESTATE HOLDINGS, LLC

              a
                Florida limited liability company

               

               

               

              By:
                /s/ Yehuda
                Ben-Horn                                  
                 

              Name:
                Yehuda
                Ben-Horn                                   
                 

              Title:
                VP Engineering
                Services                          
                 

            
	 	 
	 	 
	
               

               

               

              __________________________________________

              Print
                Name:_________________________________

              __________________________________________

              Print
                Name:_________________________________

            	
              TENANT:

               

               

              OPKO
                HEALTH INC.,

              a
                Delaware corporation

               

               

               

              By:
                /s/ Adam
                Logal                                                 
                 

              Name:
                Adam
                Logal                                                  
                 

              Title:
                Chief Accounting Officer and Treasurer     
                

            


    

     

    


    
      
        
        

      

      
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