exhibit_10-6.htm


    
      

    

    EXHIBIT
      10.6

     

    1180
      BUILDING AT

    HEADQUARTERS
      AT GATEWAY LAKE

    LEASE
      AGREEMENT

    1180
      SW 36th
      Ave.

    Suite
      204

    Pompano
      Beach, FL 33069

     

    Term
      – Thirty-Eight Months

    Commencing
      November 1, 2007

    Terminating
      December 31, 2010

     

     

    THIS
      LEASE AGREEMENT made and entered into
      this           
6th           Day of November,
      2007, by
      and
      between CONECA PROPERTIES, L.C., a Florida Limited Liability Company, having
      its
      office at 210 N. University Drive, Suite 212, Coral Springs, FL 33071
      (hereinafter referred to as “Landlord”), and SecuRed Financial Network, Inc., a
      Nevada Corporation, having its office at 1180 SW 36 Ave., Suite 204, Pompano
      Beach, FL 33069 (hereinafter referred to as “Tenant”).

     

    WITNESSETH:

     

    In
      consideration of the rents, covenants and agreements herein, Landlord does
      hereby lease to Tenant and Tenant hereby leases from Landlord upon terms,
      provisions and conditions herein, the real property hereinafter
      described.

     

    ARTICLE
      I

    DESCRIPTION
      OF PROPERTY, TERMS AND USE

     

    1.1    Description
      of Property. Landlord leases to Tenant a portion of the real

     

    property
      (“Premises”) in the development known as the Headquarters at Gateway Lake and
      specifically identified as 1180 SW 36th Avenue, Pompano Beach, Florida
      (hereinafter referred to as the “Leased Premises”) reflected on the legal
      description attached hereto as Exhibit “A” and made a part hereof

     

    1.2    “Premises”
      shall mean the suite of offices located within the Building and
      outlined on the floor plan attached to the Lease as Exhibit "B" and made a
      part
      hereof, known as Suite #204. The Premises are stipulated for all purposes to
      have a floor area of approximately 1,119 rentable square feet, which includes
      any portion of the “Common Areas” allocated to the Premises.

    


    1.3    Term.
      Tenant
      is to have the Leased Premises being described subject to the
      terms
      and conditions hereof for a term of Thirty-Eight Months, commencing on November
      1, 2007 which shall be known as the "Commencement Date". In the event the lease
      begins after November 1, 2007, January 2008 rent shall be prorated.

     

    1.4    Use.
      The
      Leased Premises shall be used and occupied by Tenant solely for
      the
      purpose of a business office and for no other purpose without Landlord's express
      written consent.

     

    
 

     

     

     

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    CONECA
      Properties LLC - Office Lease -
      continued

    ARTICLE
      II

    RENT

     

    2.1    Base
      Rental.
      In consideration of the leasing of the aforesaid premises, Tenant does
hereby
      covenant and agree with Landlord to paybase rent as follows:

    
      	
              Timeframe

            	
              R.S.F.

            	
              Rate

            	
              Timeframe

            	
              Monthly

            	
              Sales
                Tax

            	
              Mon
                w/tax

            
	
              Nov
                1, 2007 - Dec 31, 2008

            	
              1,119

            	
              Free

            	
              Free

            	
              Free

            	
              N/A

            	
              Free

            
	
              Jan
                1, 2008 - Oct 31, 2008

            	
              1,119

            	
              $13.50

            	
              $15,106.50

            	
              $1,258.88

            	
              $75.54

            	
              $1,334.42

            
	
              Nov
                1, 2008 - Oct 31, 2009

            	
              1,119

            	
              $14.18

            	
              $15,867.42

            	
              $1,322.29

            	
              $79.34

            	
              $1,401.63

            
	
              Nov
                1, 2009 - Oct 31, 2010

            	
              1,119

            	
              $14.89

            	
              $16,661.91

            	
              $1,388.50

            	
              $83.31

            	
              $1,471.81

            
	
              Nov
                1, 2010 - Dec 31, 2010

            	
              1,119

            	
              $15.64

            	
              $2,916.86

            	
              $1,458.43

            	
              $87.51

            	
              $1,545.94

            


    

    


    In
      addition to the monthly base rent, Tenant will be assessed for all months of
      the
      Lease Agreement, a pro rata share equal to its pro rata share of the building
      for all Basic Operating Expenses(BOE), also known as Common Area Maintenance
      Items (CAM), estimated at $8.34 per square foot for Year 2007, adjusted
      at the begining of each calander year Year 2008 and annually
      thereafter:

    
      	
              Suite
                204

            	
              R.S.F.

            	
              Rate

            	
              Monthly

            	
              Sales
                Tax

            	
              Mon
                w/Tax

            
	
              BOE/CAM
                Yr2007

            	
              1,119

            	
              $8.34

            	
              $
                777.71

            	
              $
                46.67

            	
              $
                824.38

            


    

    All
      rental and CAM plus applicable state sales tax on both reserved and agreed
      to be
      paid under this Lease shall be paid in lawful currency of the United States
      of
      America. Except as otherwise provided in this Lease, rental payments called
      for
      hereunder shall be made to Landlord without notice, demand, set-off or deduction
      at the place specified by Landlord from time to time in writing. Tenant shall
      deposit, upon Lease Execution, the First Month Rent (January 2008) of $2,158.80.
      Tenant shall establish an account for electric service with FPL for the demised
      premises on or before November 5, 2007 or upon move-in and is is solely
      responsible for payment of accounts.

     

    2.2    Tenant's
      Share of Basic Operating Expenses

     

    (a)    The
      term
      "Basic Operating Expenses" will include operating costs,
      taxes and association assessments for the building and common area.

    


    (b)    The
      term "Common
      Area" shall mean all real or personal property owned by the Landlord for the
      common, non-exclusive use of the Landlord, the Tenant and their employees,
      guests and invitees including, but not limited to sidewalks, landscape areas,
      lighting, delivery areas, parking areas, entrance and lobby areas, security,
      elevators, stairways, hallways shared by more than one tenant and all lavatories
      shared by more than one tenant.

     

    (c)    The
      term "Operating
      Costs" shall mean the operating expenses of the building and all expenditures
      by
      Landlord to maintain the building, parking and related facilities, and such
      additional facilities in subsequent years as may be determined by Landlord
      to be
      necessary in accordance with sound and reasonable practices for facilities
      of a
      like kind and character. All operating expenses shall be determined on an
      accrual basis in accordance with generally accepted accounting principles which
      shall be consistently applied. Such operating expenses shall include all
      expenses, costs and disbursement of every kind and nature which Landlord shall
      pay or become obligated to pay because or in connection with the ownership,
      operation and maintenance of the building, including, but not limited to, the
      following:

     

    (1)    Wages
      and salaries of
      all employees engaged in direct operation and maintenance of the building,
      employer's social security taxes, unemployment taxes or insurance, and any
      other
      taxes which may be levied on such wages and salaries, the cost of disability
      and
      hospitalization insurance and pension or retirement benefits for such
      employees;

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    CONECA
      Properties LLC - Office Lease -
      continued

     

    (2)    All
      supplies and
      materials used in the operation and maintenance of the building;

     

    (3)    Cost
      of all utilities
      for the common areas of the building, including the cost of water, lighting,
      air-conditioning and ventilating, but excluding the cost of electricity for
      the
      tenants' premises;

     

    (4)    Cost
      of all
      maintenance and service agreements for the building, the equipment therein
      and
      grounds, including janitorial service, security service, landscape maintenance,
      alarm service, window cleaning and elevator maintenance;

     

    (5)    Cost
      of all insurance
      relating to the building, including casualty and liability insurance applicable
      to the building, Landlord’s personal property used in connection therewith and
      rent insurance.

     

    (6)    All
      taxes and
      assessments and governmental charges, whether federal state, county or municipal
      and whether they be by taxing districts or authorities presently taxing the
      Leased Premises or by others, subsequently created or otherwise, and any other
      taxes and assessments attributable to the Building or its operation excluding,
      however, Federal and State taxes on income and ad valorem taxes on Tenant's
      personal property and on the value of tenant leasehold improvements to the
      extent that the same exceeds standard building allowances;

     

    (7)    Cost
      of repairs and
      general maintenance (excluding such repairs and general maintenance paid by
      insurance proceeds or by Tenant and other third parties and alterations
      attributable solely to tenants of the building other than the
      Tenant);

     

    (8)    Legal
      expenses,
      accounting expenses and management fees incurred with respect to the
      building;

     

    (9)    Costs
      incurred in compliance with new or revised federal or
      state
      laws or municipal ordinances or codes or regulations promulgated under any
      of
      the same;

     

    (10)    Amortization
      of the
      cost of installation of capital investment items which are primarily for the
      purpose of reducing (or avoiding increases in) operating costs or which may
      be
      required by governmental authority. All such costs shall be amortized over
      the
      reasonable life of the capital investment items with the reasonable life and
      amortization schedule being determined in accordance with generally accepted
      accounting principles and in no event to extend beyond the reasonable life
      of
      the building. In the case of installations for the purpose of reducing (or
      avoiding increases in) operating costs, Landlord she upon request, provide
      Tenant a cost justification therefor;

     

    (11)    The
      Tenant recognizes
      the Leased Premises are subject to certain protective covenants and restrictions
      for Headquarters at Gateway Lake Business Park Association, Inc. Said
      Association has been formed to enforce the declarations and operate and maintain
      the common areas referred to therein. The Tenant agrees to pay as part of its
      proportionate share of operating costs, all maintenance or other assessments
      imposed by the Association on the Landlord as owner of the building as provided
      in the Declaration.

     

    Basic
      Operating Costs shall not include (i) expenditures classified as capital
      expenditures for Federal income tax purposes (except as set forth in Section
      2.2(c)(10)), (ii) costs for which
      Landlord is entitled to specific reimbursement by Tenant, any other tenant
      of
      the building, or any other third party, (iii) costs of initial construction
      of
      the building (iv) cost of renovating or modifying space in the building for
      lease to other tenants, (v) leasing commissions, ground rentals, and all
      non-cash expenses (including depreciation), and (vi) debt service on any
      indebtedness secured by the building.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    CONECA
      Properties LLC - Office
      Lease - continued

     

    (d)    The
      Tenant's
      proportionate share of Basis Operating Expenses shall
      be
      paid to Landlord on the first day of each month along with basic rent in an
      amount equal to one-twelfth (1/12) of the Landlord's estimate of Tenant's
      proportionate share of same. Tenant's share of the Operating Expenses shall
      be
      in the same proportionate amount as the ratio determined by the gross leaseable
      area of the Premises (which includes any portion of the Common Areas allocated
      to the Premises) over the gross leaseable area of the Building. In the event
      the
      Building is less than ninety-five percent (95%) occupied during any year of
      the
      Term of the Lease, an adjustment shall be made in computing Operating Expenses
      for such year so that Operating Expenses shall be computed as though the
      Building had been ninety-five percent (95%) occupied during such
      year.

     

    (e)    Landlord
      shall
      furnish Tenant a budget for taxes and operating expenses setting forth
      Landlord's estimates of such amounts for the coming year. Said budget will
      be
      submitted to Tenant by January 31st of each year or as soon thereafter as
      possible. For leases commencing during the initial year of occupancy of the
      Leased Premises, a budget will be furnished for the period from commencement
      of
      this lease.

     

    (e)    Within
      120 days after
      the end of each calendar year, or as soon thereafter as possible, Landlord
      shall
      furnish to Tenant an operating statement showing actual taxes and operating
      expenses incurred for the preceding year and an appropriate cash adjustment
      shall be made between Landlord and Tenant to reflect any difference between
      payments made based upon the estimated costs and the actual costs. Payment
      of
      the amount due either party (Landlord or Tenant) shall be made within ten (10)
      days following furnishing of the Operating Statement Provided, further, however,
      that if within a calendar year there shall be collective increases in the taxes
      or operating expenses which exceed ten (10%) percent of the estimated budget,
      the Landlord may, at its option, adjust the budget for the remaining portion
      of
      the year to reflect such change so as to more accurately reflect costs and
      prevent a large variance between the estimated budget and actual expenses
      paid.

     

    (g)    Accounting
      Review. Tenant, at its sole expense, shall have the right,
      upon giving reasonable notice, to review Landlord's records relating to any
      increased or additional costs payable hereunder for the Building. Request for
      review shall be given by Tenant to Landlord no later than 60 days from the
      date
      Tenant receives actual budget from Landlord. After sixty days from date of
      receipt, if Landlord receives no request, budget shall be considered
      final.

     

    ARTICLE
      III

    LANDLORD'S
      SERVICES

     

    3.1                Services
      to be furnished by Landlord. Landlord shall use its best efforts to furnish
      Tenant, subject to the Building Rules and Regulations (hereafter defined) and
      Tenant's performance of its obligations hereunder, the following
      services:

     

    (a)    Maintenance
      of
      the heating, ventilation and air conditioning system serving the premises.
      Tenant is responsible for electric charges for the air conditioning system
      and
      other electric usage in Tenant's premises. Landlord furnishes air conditioning
      and heating in the common areas.

     

    (b)    Hot
      and cold water at
      those points of supply provided for lavatory and drinking purposes
      only.

     

    (c)    Janitor
      service in and about the building and the Leased Premises five (5) days per
      week, and periodic window washing; however, Tenant shall pay, as additional
      rent, the additional costs attributable to the cleaning of improvements within
      the Leased Premises other than building standard improvements, including any
      costs for cleaning areas used for serving or consumption of food or beverages,
      data processing or reproduction operations.

     

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    CONECA
      Properties LLC - Office Lease - continued

     

    (d)    Elevators
      for access
      to and egress from the Leased Premises and the building twenty-four (24) hours
      a
      day, seven (7) days a week.

     

    (e)    Electricity
      for all
      common areas and parking areas.

     

    (f)    Replacement
      of
      fluorescent lamps building, standard light fixtures installed by Landlord and
      incandescent bulb replacement in all public areas.

     

    (g)    Landlord
      shall
      supply, upon Lease inception, Keys for the Suite entrance (demised premises)
      door(s), and Building System Access Cards as follows: Four Suite entrance door
      keys, and Four Building Access Pass Cards to be provided at no cost. Any
      additional suite entrance keys, Access Pass cards and Restroom Keys will be
      provided to Tenant upon written request and at Landlord’s customary rate.
      Emergency locksmith services, such as changing access locks or pass card
      deactivation, will be provided at Locksmith’s prevailing emergency rates and
      availability to perform such services on short notice.

     

    3.2    Failure
      by
      Landlord to any extent to furnish such services or any cessation thereof of
      Landlord shall not render Landlord liable in any respect for damages to either
      person or property, nor be construed as an eviction of Tenant nor work an
      abatement of rent, nor relieve Tenant from fulfillment of any covenant or
      agreement hereof. Should any of such services be interrupted, Landlord shall
      use
      reasonable diligence to restore same promptly, but Tenant shall have no claim
      for rebate of rent or damages or eviction on account thereof.

     

    3.3    Tenant
      shall
      pay directly to the utility providing service monthly, as billed, such charges
      as may be separately metered to Tenant for any electric services utilized by
      Tenant. It is expressly understood it is the Tenant's responsibility to make
      application to the appropriate utility service for required service and to
      make
      any deposit required by the utility for such service in sufficient time to
      allow
      utility company to provide service on date required. Failure to have such
      utility service available win not extend the date upon which the lease term
      begins or when rental payment commences.

     

    ARTICLE
      IV

    PREPARATION
      OF PREMISES

     

    4.1    Landlord
      shall make those improvements completed and prepared for Tenant's occupancy
      in
      accordance with the agreed upon plans and specifications between Landlord and
      Tenant attached hereto and made a part hereof. The facilities, material and
      work
      to be furnished, will be performed by the Landlord at his expense and
      hereinafter referred to as "Standard Improvements". Any other facilities,
      material or work undertaken by or for the account of a tenant over and above
      standard work will be "Special Work".

     

    4.2    The
      premises
      shall be deemed ready for occupancy on the date on which standard
      work shall have been substantially completed notwithstanding the fact that
      minor
      or insubstantial details of construction or adjustment remain to be performed,
      the non-completion of which does not materially interfere with Tenant's use
      of
      the premises. Any such minor items not completed or requiring adjustment will
      be
      itemized on a punch list and Landlord will utilize his best efforts to complete
      such items promptly. It is expressly understood that the correction, completion
      or adjustment of punch list items or corrections or adjustment required by
      the
      Landlord under any warranties hereunder do not constitute a valid reason for
      withholding of rental or any other payments due hereunder. Completion of the
      work required by Landlord shall be delayed due to any act or omission of the
      Tenant including delays due to changes or additions requested of Landlord,
      delays in Tenant submission of plans or other information or in giving required
      approvals or authorizations; or due to additional time needed, for the
      completion of any special work by or for the Tenant then the premises shall
      be
      deemed ready for occupancy on the date they would have been ready but for such
      delay and rent and other payments shall commence as of such earlier
      date.

     

     

     

     

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    CONECA
      Properties LLC - Office Lease -
      continued

    ARTICLE
      V

    REPAIR
      AND MAINTENANCE

     

    5.1    Landlord
      warrants for a period of one (1) year from date of issuance of a Certificate
      of Occupancy or the occupancy of the Tenant, whichever occurs earlier, all
      standard work in Tenant's premises against any defects due to faulty material,
      equipment or workmanship which warranty shall apply to work done by
      subcontractors as well as to work done by direct employees of the
      Landlord.

     

    5.2    Except
      as
      specifically provided during the warranty period set forth in Section
      5.1, Landlord shall not be required to make any improvements or repairs or
      alterations whatsoever to the Leased Premises except as may be required to
      the
      corridors and common areas and to the equipment used to provide the services
      set
      forth in ARTICLE III. Tenant shall promptly give Landlord written notice of
      any
      damage in the leased Premises. This Section 5.2 shall not apply in the case
      of
      damage or destruction by fire or other casualty, which event is covered
      elsewhere in this Lease.

     

    5.3    The
      builder's
      warranty which is given in this ARTICLE is in lieu of and cancels
      any undertaking or duty by Landlord to make statements to Tenant of facts
      affecting the value of the property, if any such duty now or at a later date
      is
      found by a court to exist.

     

    ARTICLE
      VI

    TENANT
      CARE AND REPAIR

    


    6.1    Tenant
      shall
      maintain the Leased Premises in a clean, attractive condition and shall be
      responsible for all repairs within the Leased Premises, except as specifically
      provided in ARTICLE V hereof.

     

    ARTICLE
      VII

    LATE
      PAYMENTS

     

    7.1    Tenant
      agrees
      to timely pay all rents and sums provided to be paid to Landlord
      hereunder at the times and in the manner herein provided and to occupy at all
      times the Leased Premises. If any minimum annual rent or other payment required
      under this Lease remains unpaid for ten (10) days after the date on which it
      is
      due, a service charge equal to the amount of ten (10%) percent of the amount
      overdue may be charged by the Landlord for the purpose of defraying the
      additional expenses incident to the handling of such overdue amount. If tenant
      should fail to pay any payment owing from Tenant to Landlord pursuant to this
      Lease, such unpaid amounts shall bear interest from the due date hereof to
      the
      date of payment at the rate of one and one-half percent (1 1/2%) per month
      or
      the highest rate permitted by law. In the event that any check, bank draft,
      order for payment or negotiable instrument given to Landlord for any payment
      under this Lease shall be dishonored for any reason whatsoever not attributable
      to Landlord, Landlord shall be entitled to make an administrative charge to
      Tenant of Twenty-Five and 00/100 ($25.00) Dollars.

     

    ARTICLE
      VIII

    HOLDING
      OVER

     

    8.1    If
      Tenant
      should remain in possession of the Leased Premises after the termination
      of expiration of the term without the execution by Landlord and Tenant of a
      new
      lease, then Tenant shall be deemed to be occupying the Leased Premises as a
      tenant at sufferance, subject to all the covenants and obligations of this
      Lease
      and at a Daily Rental of twice the per day rental (“per day rental” shall
      include base rent and operating expense contributions) in effect immediately
      prior to such expiration or termination, computed on the basis of a thirty
      (30)
      day month, but such holding over shall not extend the terms. Tenant shall give
      Landlord at least thirty (30) days prior written notice of any intention to
      remove from the premises and shall be entitled to ten (10) days notice from
      Landlord in the event Landlord desires possession of the premises.

     

     

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    CONECA
      Properties LLC - Office Lease -
      continued

     

    ARTICLE
      IX

    ALTERATIONS
      ADDITIONS, & IMPROVEMENTS

     

    9.1    Tenant
      will
      make no alteration, change, improvement, repair, replacement or addition to
      the
      Leased Premises without the prior written consent of Landlord. Tenant may remove
      its trade fixtures, office supplies and movable office furniture and equipment
      not attached to the building provided such removal is made prior to the
      termination or expiration of the term; Tenant is not then in default in the
      timely performance of any obligation or covenant under this Lease; and Tenant
      promptly repairs all damage caused by such removal All other property at the
      Lease Premises and any alternation or addition to the Leased Premises (including
      but not limited to wall-to-wall carpeting, drywall partitions, paneling or
      other
      wall covering) and any other article attached or affixed to the floor, wall
      or
      ceiling of the Leased Premises shall become the property of Landlord and shall
      be surrendered with the Leased Premises as part thereof at the termination
      of
      this Lease, without payment or compensation therefor. If, however, Landlord
      so
      requests in writing, Tenant will, prior to vacating the premises upon the
      termination or expiration of this Lease, remove any and all alterations,
      additions, fixtures, equipment and property placed or installed by it in the
      Leased Premises and will repair any damage caused by such removal. Tenant's
      personalty and equipment are and will be security for Tenant's obligations
      under
      this Lease.

     

    ARTICLE
      X

    ASSIGNMENT

     

    10.1    Tenant
      shall
      not assign this Lease nor any rights hereunder, nor let or sublet all or any
      part of the Leased Premises, nor suffer or permit any person or entity to use
      any part of the Leased Premises, without first obtaining the express written
      consent of Landlord, which consent Landlord may grant or withhold in its sole
      discretion. In determining whether to grant consent to the Tenant's sublet
      or
      assignment request, the Landlord may consider any reasonable factor. Landlord
      and Tenant agree that any one of the following factors, or any other reasonable
      factor, will be reasonable grounds for deciding the Tenant 's
      request:

     

    (i)    Financial
      strength of
      the proposed sublessee/assignee must be at least equal to that of the existing
      tenant;

     

    (ii)    Business
      reputation
      of the proposed sublessee/assignee must be in accordance with generally
      acceptable commercial standards;

     

    (iii)    Use
      of the premises
      by the proposed sublessee/assignee;

     

    (iv)    Use
      of the premises
      will not violate any other agreements affecting the premises, LANDLORD or other
      tenants.

     

    Should
      Landlord consent. to such assignment of the Lease, or to a sublease or all
      or
      any part of the Leased Premises, Tenant does hereby guarantee payment of all
      rent herein reserved until the expiration of the term hereof and no failure
      of
      Landlord to promptly collect from any assignee or sublessee, or any extension
      of
      the time for payment of such rents, shall release or relieve Tenant from its
      guaranty or obligation of payment of such rents. . In the event Landlord
      consents to Tenant subletting all or a portion of the Leased Premises any rent
      accruing to Tenant as the
      result of such subletting, which rent is in excess of the rent being paid by
      Tenant, and any other economic consideration received by or to be received
      by
      Tenant in connection with any subletting or assignment shall be paid to Landlord
      as additional rent. Any assignment by Landlord shall not relieve Tenant of
      its
      obligations hereunder.

     

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    CONECA
      Properties LLC - Office Lease - continued

     

     

    10.2    Landlord
      shall have the right to transfer and assign, in whole or in part, all of its
      rights and obligations hereunder, and in the building and property referred
      to,
      and upon any such transfer or assignment no further liability or obligation
      shall thereafter accrue against Landlord.

     

    ARTICLE
      XI

    CONTROL
      OF COMMON AREAS AND PARKING FACILITIES

     

    11.1    All
      automobile parking areas, driveways, entrances and exits thereto, and other
      facilities furnished by Landlord, including an parking area, truck way or ways,
      loading areas, pedestrian walkways, ramps, landscaped areas, stairways and
      other
      areas and improvements provided by Landlord for the general use, in common,
      of
      tenants, their officers, agents, employees, invitees, licensees, visitors and
      customers shall be at all times subject to such rules and regulations as the
      Landlord shall, from time to time establish, modify and enforce with respect
      to
      all such facilities and areas. Landlord will provide Tenant with unassigned
      parking spaces adjacent to building at a ratio of four (4) spaces per 1,000
      rentable square feet of space leased by Tenant, at no cost to Tenant. Landlord
      grants the non-exclusive use of additional parking spaces in excess of the
      4
      spaces per 1,000 rentable square feet to Tenant as long as additional parking
      does not impact or inconvenience other Building tenants. . In the event of
      a
      parking problem as determined by Landlord at its sole discretion, Landlord
      may:
      (i) revoke additional parking in excess of 4 per 1,000 RSF; (ii) require Tenant
      to utilize off-site parking for additional parking; (iii) and Tenant shall
      encourage carpooling by Tenant’s employees. No overnight parking of company or
      employee vehicles is permitted.

     

    ARTICLE
      XII

    RULES
      AND REGULATIONS

     

    12.1    Tenant
      shall
      comply with all rules and regulations as may be applied by Landlord
      to all tenants of the building. Such rules and regulations will include but
      not
      necessarily be limited to those initial rules and regulations set forth in
      Exhibit "D" attached hereto which may, at the reasonable discretion of the
      Landlord, be subsequently modified.

     

    ARTICLE
      XIII 

    RELOCATION

     

    13.1    If
      Landlord
      determines to utilize the Leased Premises for other purposes during
      the term, Tenant agrees to relocate to other space in the building designed
      by
      Landlord, provided such other space is of equal or larger size than the Leased
      Premises and has at least the same number of windows. Landlord shall pay all
      out-of-pocket expenses of any such relocation, including the expenses or moving
      and reconstruction of all Tenant furnished and Landlord-furnished improvements.
      In the event of such relocation, this Lease shall continue in full force and
      effect without any change in the terms or other conditions, but with the new
      location substituted for the old location set forth in this Lease.

    


    ARTICLE
      XIV

    FLOOR
      LOADS, NOISE, AND VIBRATION

     

    14.1    Tenant
      shall
      not place a load upon any floor of the Leased Premises which
      exceeds the load per square foot which such floor was designed to carry or
      which
      is allowed by law. Business machines and mechanical equipment belonging to
      Tenant which cause noise or vibrations that may be transmitted to the structure
      of the building or to the Leased Premises to such a degree as to be
      objectionable by Landlord shall, at the Tenant's expense, be placed and
      maintained by Tenant in settings of cork, rubber or spring-type vibration
      eliminators sufficient to eliminate such noise or vibration.

     

     

     


    
      
        
        

      

      
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    CONECA Properties LLC - Office Lease -
      continued

     

    ARTICLE
      XV

    LANDLORD'S
      INSURANCE

     

    15.1    At
      all times
      during the term of this Lease, the Landlord shall maintain all necessary
      insurance on the premises including property casualty insurance, loss of rent
      insurance, and comprehensive general liability insurance and such other
      insurance as Landlord may deem reasonably necessary or desirable to protect
      it
      against loss with respect to the Building or to protect it against claims which
      may arise out of the operation of the Building. The insurance maintained will
      also be subject to the requirements of any institutional first mortgagee. The
      insurance will be maintained in the name of the Landlord only and Temant shall
      have no rights in any policy or policies maintained by Landlord and shall not
      be
      entitled to be a named insured thereunder. The cost of this insurance will
      be
      included with the operating cost to be allocated to tenants in accordance with
      ARTICLE II - 2.2 of this Lease.

     

    15.2    Landlord
      and
      Tenant each waive any claim against each other for any damage
      to
      property subject to insurance. Each party agrees to obtain a waiver of
      subrogation from its insurance carrier permitting this waiver.

     

    ARTICLE
      XVI

    TENANT’S
      INSURANCE

     

    16.1    Tenant
      agrees
      to secure and keep in force and after the date Landlord shall
      deliver possession of the Demised Premises to Tenant and throughout the Lease
      Term, at Tenant 's own cost and expense, comprehensive general liability
      insurance with a limit of not less than $1,000,000.00 for injury or death to
      any
      person and $1,000,000.00 for any single occurrence, and with a limit of not
      less
      than $500,000.00 for property damage, occurring upon, in or about the Demised
      Premises, including water damage and sprinkler leakage legal liability if
      sprinklers are installed with the Demised Premises, or such greater amounts
      as
      may be reasonably required by Landlord from time to time in accordance with
      industry standards. Landlord and Landlord’s agent shall be named as an
      additional insured on the insurance policy. The original policy or a certificate
      thereof shall be delivered to Landlord prior to Tenant 's possession of the
      Demised Premises, and within 30 days prior to the expiration of such policy,
      and
      as often as any such policy shall expire or terminate, a renewal or replacement
      policy shall be procured and maintained by Tenant. Tenant’s insurance policy
      shall contain a provision that the insurer will give Landlord at least 30 days
      written notice prior to canceling, terminating, or reducing the amount of
      Tenant’s insurance, and that in the event of payment of any loss covered by such
      policy, Landlord shall be paid first by the insurance company for its loss.
      Said
      insurance policy shall contain a waiver of any subrogation rights against
      Landlord.

     

    ARTICLE
      XVII

    HOLD
      HARMLESS

     

    17.1    The
      Tenant
      covenants and agrees with Landlord that during the entire term
      of
      this Lease the Tenant will indemnify and save harmless the Landlord against
      any
      and all claims, debts, demands or obligations which may be made against the
      Landlord or against the Landlord's title in the premises arising by reason
      of
      any negligent acts or omissions of the Tenant, its officers, agents or employees
      in occupying the premises; and not any acts or omissions of the Landlord, its
      officers, agents or employees; and if it becomes necessary for the Landlord
      to
      defend any action seeking to impose any such liability, the Tenant will pay
      the
      Landlord all costs of court and reasonable attorneys' fees incurred by Landlord
      in such defense, in addition to any other sums which said Landlord may be called
      upon to pay by reason of a judgment or decree against the Landlord in the
      litigation in which such claim is asserted.

     

     

     

     


    
      
        
        

      

      
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    CONECA Properties LLC - Office Lease -
      continued

     

    17.2    Tenant
      shall keep and
      maintain the demised premises in compliance with,
      and
      shall not cause or permit the demised premises to be in violation of any
      federal, state or local laws, ordinances or regulations including, without
      limitation, those relating to zoning, building, occupational safety and health,
      industrial hygiene or to the environmental conditions on, under or about the
      demised premises, including but not limited to soil and ground water conditions.
      Tenant shall not use, generate, manufacture, store or dispose of, on, under
      or
      about the demised premises or transport to or from the demised premises any
      flammable explosives, radioactive materials, corrosives or acids, including
      without limitation any and all substances defined as or included in the
      definition of "hazardous substances", "hazardous wastes", "hazardous materials",
      and "toxic substances' under any applicable federal or state laws or regulations
      (collectively, the "Hazardous Materials").

     

    17.3    Tenant
      hereby
      agrees to indemnify Landlord and hold Landlord harmless from
      and
      against any and all claims, losses, damages, liabilities, fines, penalties,
      charges, administrative and judicial proceedings and orders, judgments, remedial
      action requirements, enforcement actions of any kind and all costs and expenses
      incurred in connection therewith (including but not limited to attorneys' fees,
      paralegal charges and expenses), arising directly or indirectly, in whole or
      in
      part due to Tenant's, its employees'; agents'; contractors'; or subtenants'
      handling, treatment or disposal of any Hazardous Materials which contaminates
      any of the demised premises or surrounding lands or ground water.

    


    17.4    The
      obligations of Tenant to indemnify and hold harmless under this Article
      shall survive any conveyance, transfer or foreclosure of the Landlord's interest
      herein and further survive the termination or expiration of the
      Lease.

     

    ARTICLE
      XVIII

    DESTRUCTION
      OR DAMAGE BY FIRE OR OTHER CASUALTY

     

    18.1    In
      the event
      of a fire or other casualty in the Leased Premises, Tenant shall
      immediately give notice thereof to Landlord. If the Leased Premises shall be
      partially destroyed by fire or other casualty so as to render the Leased
      Premises untenable in whole or in part, the rental provided for herein shall
      abate as to the portion of the Leased Premises rendered untenable until such
      time as the Leased Premises are made tenantable as determined by Landlord and
      Landlord agrees to commence and complete such repair work promptly and with
      reasonable diligence, or in the event of total or substantial damage or
      destruction of the building where Landlord decides to rebuild, then all rent
      owed up to the date of such damage or destruction shall be paid by Tenant and
      this Lease shall terminate upon notice thereof to Tenant. Landlord shall give
      Tenant written notice of its decisions, estimates or elections under this
      ARTICLE XVIII within one hundred twenty (120) days after any such damage or
      destruction.

     

    18.2    Should
      Landlord elect to effect any repairs under ART'ICLE XVIII or ARTICLE XIX,
      landlord shall only be obligated to restore or rebuild the Leased Premises
      to a
      building standard condition, and then only to the extent that insurance proceeds
      or condemnation awards or agreed condemnation settlement proceeds are available
      to Landlord therefor.

     

    ARTICLE
      XIX

    CONDEMNATION

     

    19.1    If
      the Leased
      Premises, building, or any part thereof other than parking, shall
      be
      taken or condemned for any public purpose (or conveyed in lieu or in settlement
      thereof) to such an extent as to render the remainder of the building or Leased
      Premises, in the opinion of Landlord, not reasonably suitable for occupancy,
      this Lease shall, at the option of either party, forthwith cease and terminate,
      and all proceeds from any taking or condemnation of the building and the Leased
      Premises shall belong to and be paid to Landlord. If a material portion of
      off-street parking is taken, Tenant may terminate the Lease if substitute
      parking is not provided to Tenant by Landlord. If this Lease is not so
      terminated, Landlord shall repair any damage resulting from such taking, to
      the
      extent and in the manner provided in ARTICLE XVIR and rental hereunder shall
      be
      abated to the extent the Leased Premises are rendered untenable during the
      period of repair, and thereafter be adjusted on an equitable basis considering
      the areas of the Leased Premises taken and remaining.


    
      
        
        

      

      
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    CONECA
      Properties LLC - Office Lease -
      continued

     

     

    ARTICLE
      XX

    SIGNS

     

     20.1    No
      signs,
      symbols or identifying marks shall be placed upon the building or in the halls,
      elevators, staircases, entrances, parking areas or upon the doors of walls
      without prior written approval of Landlord. Landlord agrees to provide and
      install, at Tenant's cost, all letters or numerals on doors in the Leased
      Premises. All such letters and numerals shall be in the
      building standard graphics, and no others shall be used or permitted on the
      Leased Premises.

     

    ARTICLE
      XXI

     

    DEFAULT
      BY LANDLORD OR TENANT

     

    21.1    Each
      of the
      following shall be deemed a default by the Tenant and a breach
      of
      this Lease:

     

    a)              The
      filing of a petition by or against the Tenant for adjudication as
      bankrupt under the Bankruptcy Code, as now or hereafter amended or supplemented,
      or for reorganization within the meaning of Chapter XI of said Bankruptcy Code,
      or for arrangement within the meaning of Chapter XI of said Bankruptcy Code,
      or
      the filing of any petition by or against the Tenant under any further bankruptcy
      act for the same or similar relief. The dissolution or the commencement of
      any
      action or proceeding for the dissolution or liquidation of the Tenant whether
      instituted by or against the Tenant or for the appointment, of a receiver or
      trustee of the property of the Tenant.

     

    b)    The
      taking of
      possession of the premises or property of the Tenant upon the premises by any
      governmental officer or agency pursuant to statutory authority for the
      dissolution, rehabilitation, reorganization or liquidation of the
      Tenant.

     

    c)    The
      making by
      the Tenant of any assignment for the benefit of creditors under
      Federal bankruptcy law.

     

    d)    A
      failure to pay the
      rent herein reserved, or additional rent or any part
      thereof, as and when due.

     

    e)    Failure
      in the performance of any other covenant or condition of this Lease on the
      part
      of the Tenant to be performed, for a period of thirty (30) days after receipt
      of
      written notice.

     

    (i)    For
      the
      purposes of subdivision e) of this ARTICLE XXI no failure on the part of the
      Tenant in the performance of work required to be performed or acts to be done
      or
      conditions to be modified shall be deemed to exist if steps shall have, in
      good
      faith, been commenced promptly by the Tenant to rectify the same and shall
      be
      prosecuted to completion with diligence and continuity. If the matter in
      question shall involve building construction, and if the Tenant shall be subject
      to unavoidable delay, either by reason of governmental regulations restricting
      the availability of labor or materials, or by strikes or other labor troubles,
      or by reason of conditions beyond the control of the Tenant, the Tenant's time
      to perform under said subdivision e) of this ARTICLE XXI shall be extended
      for a
      period commensurate with such delay.

     

     

     

     

     


    
      
        
        

      

      
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    CONECA
      Properties LLC - Office Lease - continued

     

    (ii)            In
      the event of any such default of the Tenant the Landlord may serve a written
      notice upon the Tenant that the Landlord elects to terminate this Lease upon
      a
      specified date not less than ten (10) days after the date of the serving of
      such
      notice, except in the case of a default under subdivision d) hereof where no
      notice is required, and if the default remains uncured or the time period is
      not
      extended as herein provided, this Lease shall then expire on the date so
      specified as if that date had been originally fixed as the expiration date
      of
      the term herein granted.

     

    (iii)            In
      the event this Lease shall be terminated as hereinbefore provided, or by summary
      proceedings or otherwise, or in the event the demised premises or any part
      thereof shall be abandoned by the Tenant, the Landlord, or its agents, servants
      or representatives, may immediately or at any time thereafter, re-enter and
      resume possession of said premises or such part hereof, and remove all persons
      and property therefrom, either by summary dispossess proceedings or by a
      suitable action or proceeding at law, without being liable for any damages
      therefore Moving out of the premises or leaving the premises vacant shall not
      be
      deemed an abandonment of the premises, provided the Tenant continues to pay
      the
      rent as and when due. No re-entry by the Landlord shall be deemed an acceptance
      of surrender of this Lease.

     

    In
      the
      event this Lease be terminated by summary proceedings, or otherwise as provided
      herein, or if the premises shall have been abandoned and whether or not the
      premises be relet, the entire amount of rent which would be paid to the
      expiration date of this Lease shall become due and payable. In the event the
      premises are relet by the Landlord, the Landlord shall be entitled to recover
      from Tenant, and the Tenant shall pay to the Landlord, in addition to any other
      damages becoming due hereunder, an amount equal to the amount of all rents
      and
      additional rent reserved under this Lease, less the net rent if any, collected
      by the Landlord on reletting the demised premises, which shall be due and
      payable by the Tenant to the Landlord on the several days on which the rent
      and
      additional rent reserved in this Lease would have become due and payable; that
      is to say, upon each of such days the Tenant shall pay to the Landlord the
      amount of deficiency then existing. Such net rent collected on relenting by
      the
      Landlord shall be computed by deducting from the gross rents collected, all
      reasonable expenses incurred by the Landlord in connection with the reletting
      of
      the premises or any part thereof, including brokers' commission and the cost
      of
      repairing, renovating or remodeling said premises; however, the expenses to
      be
      deducted in computing the net rent collected on reletting shall not include
      the
      cost of performing any covenant contained herein required to be performed by
      Tenant.

     

    Any
      effort by the Landlord to relet premises or mitigate damages it may have against
      Tenant shall not preclude the right of the Landlord to obtain by judicial
      process a Judgment for the entire amount of rent which would be paid to the
      expiration date of this Lease, if said Lease is terminated by summary
      proceedings or otherwise as provided herein.

     

    21.2    Landlord's
      liability for a default by Landlord under this Lease shall in all events,
      be limited to its interest in the Leased Premises if the Leased Premises is
      unencumbered by a mortgage or, if the Leased Premises is encumbered, limited
      to
      an amount equal to the value of a fee simple interest in the Leased
      Premises.

     

    ARTICLE
      XXII

    SUBORDINATION

     

    This
      Lease, its terms, conditions and all leasehold interests and rights hereunder
      are expressly made, given and granted subject and subordinate to the lien of
      any
      bona fide first mortgage which the Landlord may secure from any bank, life
      insurance company, savings and loan association or other recognized lending
      institution; and Tenant agrees to execute any instrument or instruments required
      by the mortgagee to subordinate the terms of this Lease to any such first
      mortgage that may be placed upon the premises by the Landlord. In the event
      of
      foreclosure when this Lease is not terminated, the Tenant agrees to attorn
      rent
      due hereunder to the mortgagee or its successor in interest or to the successful
      purchaser at foreclosure sale (new substitute landlord).

     

     


    
      
        
        

      

      
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    CONECA Properties LLC - Office Lease -
      continued

     

    ARTICLE
      XXIII ACCESS BY LANDLORD

     

    Tenant
      shall permit Landlord or its agents or representatives to enter into and upon
      any part of the Leased Premises at all reasonable hours to inspect same; to
      clean; to make repairs, alterations or additions thereto, as Landlord may deem
      necessary or desirable; to show the Leased Premises to prospective purchasers
      or
      tenants; or for any other purpose deemed reasonable by Landlord.

     

    ARTICLE
      XXIV

    LAWFUL
      USE OF PREMISES

     

    Tenant
      further covenants and agrees that said demised land and all buildings and
      improvements thereon during the term of this Lease shall be used only and
      exclusively for lawful purposes; and that said Tenant will not knowingly use
      or
      suffer anyone to use said premises or building for any purpose in violation
      of
      the laws of the United States, the State of Florida, the County of Broward,
      or
      any other governmental unit wherein the premises may be located.

     

    ARTICLE
      XXV

    QUIET
      ENJOYMENT

     

    Landlord
      covenants that so long as Tenant pays the rent reserved in this Lease and
      performs its agreements hereunder, Tenant shall have the right to quietly enjoy
      and use the Leased Premises for the term hereof, subject only to the provisions
      of this Lease.

     

    ARTICIE
      XXVI

    TENANT
      FORBIDDEN TO ENCUMBER LANDLORD’S INTEREST

     

    It
      is
      expressly agreed and understood between the parties hereto that nothing in
      this
      Lease contained shall ever be construed as empowering the Tenant to encumber
      or
      cause to be encumbered the title interest of Landlord in the demised premises
      in
      any manner whatsoever. In the event that regardless of this prohibition any
      person furnishing or claiming to have furnished labor or materials at the
      request of the Tenant, or of any person claiming by, through or under the Tenant
      shall file a lien against Landlord's interest therein, Tenant, within thirty
      (30) days after being notified thereof shall cause said Lien to be satisfied
      of
      record or the premises released therefrom by the posting of a bond or other
      security as prescribed by law, or shall cause same to be discharged as a Lien
      against Landlord's interest in the demised premises by an order of a court
      having jurisdiction to discharge such Lien.

     

    ARTICLE
      XXVII APPLICABLE LAW

     

    This
      Lease is entered into in the State of Florida and shall be governed by the
      applicable law of said State, the forum to resolve any dispute to be the Broward
      County Circuit Court.

     

     

     

     

     

    

      
        
          
          

        

        
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      CONECA
        Properties LLC - Office Lease - continued

       

       

      ARTICLE
        XXVIII

      SECURITY
        DEPOSITS

    

     

    28.1    The
      Security
      Deposit shall be paid by Tenant to Landlord upon execution of this Lease and
      shall be held by Landlord without liability for interest and as security for
      the
      performance by Tenant of Tenant's covenants and obligations under this Lease
      in
      the amount of $4,750.00, it being expressly understood that the Security Deposit
      shall not be considered: (i) an advance payment for any monetary lease
      obligations or (ii) for the payment of lease obligations or fees of any kind
      made in arrears or in the future, or (iii) a measure of Tenant's damages in
      case
      of default by Tenant.

     

    28.2    Landlord
      may,
      from time to time, without prejudice to any other remedy, use the Security
      Deposit to the extent necessary to make good or to satisfy any obligation of
      Tenant hereunder and following any such application of the Security Deposit,
      Tenant shall pay to Landlord the amount so applied in order to restore the
      Security Deposit to its original amount.

     

    28.3    If
      Tenant is
      not in default at the termination of this Lease, the balance of the Security
      Deposit remaining after any such applications shall be returned by Landlord
      to
      Tenant as prescribed by law.

    


    28.4    If
      Landlord
      transfers its interest in the Premises during the term of this Lease, Landlord
      shall assign the Security Deposit to the transferee and thereafter Landlord
      shall have not further liability for the return of such Security
      Deposit.

     

    ARTICLE
      XXIX

    RECOVERY
      OF LITIGATION EXPENSE

     

    In
      the
      event that litigation is instituted between Landlord and Tenant, each shall,
      as
      the case may be, indemnify and pay to the prevailing party, all costs and
      expenses including, but not limited to, reasonable attorneys' fees incurred
      in
      enforcing the terms and provisions of this Lease or incurred in any Court action
      including attorneys' fees which may be incurred on appeal.

     

    ARTICLE
      XXX

    NOTICES
      AND ESTOPPELS

     

    30.1    All
      notices
      required by the law and this Lease to be given by one party to the other shall
      be: in writing and the same shall be served by Certified or registered Mail;
      Return Receipt Requested; overnight nationally recognized delivery company;
      or
      by delivering the same in person to an officer of such party, in postage prepaid
      envelopes addressed to the following addresses or such other addresses as may
      be
      by one party to the other designated in writing:

     

    AS
      TO LANDLORD:

    Coneca
      Properties, L.C.

    210
      N. University Dr. Suite 212 

    Coral
      Springs, Fl 33071-7339

     

    AS
      TO TENANT:

    SecuRed
      Financial Network, Inc. 

    1180
      S.W. 36 Ave. Suite 204 

    Pompano
      Beach, Fl 33069

     

    30.2                  Tenant
      shall execute such estoppel certificates to confirm the term of Tenant's
Lease;
      renewal options; rent paid; occupancy acceptance subject only to minor
      punch-list items; obligations to pay rent etc., as may from time to time be
      reasonably requested by Landlord. LANDLORD’S Estoppel Certificate shall not
      estop LANDLORD from thereafter asserting its rights and remedies regarding
      any
      default existing on or before the date on which Landlord executes such Estoppel
      Certificate of which LANDLORD did not have actual knowledge on the date of
      execution thereof.

     

     

    
 

    
      
        
        

      

      
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    CONECA
      Properties LLC - Office Lease -
      continued

     

     

    ARTICLE
      XXXI

    ENTIRE
      AGREEMENT, BINDING EFFECT AND SEVERABILITY

     

    This
      Lease and any written addenda and all exhibits hereto (which are expressly
      incorporated herein by this reference) shall constitute the entire agreement
      between Landlord and Tenant; no prior written or prior or contemporaneous oral
      promises or representations shall be binding. This Lease shall not be amended,
      changed or extended except by written instrument signed by both parties hereto.
      The provisions of this Lease shall be binding upon and inure to the benefit
      of
      the heirs, executors, administrators, successors and assigns of the parties,
      but
      this provision shall in no way alter the restrictions on assignment and
      subletting applicable to Tenant hereunder. If any provision of this Lease or
      the
      application thereof to any person or circumstance shall at any time or to any
      extent be held invalid or unenforceable, and the basis of the bargain between
      the parties hereto is not destroyed or rendered ineffective thereby, the
      remainder of this Lease or the application of such provision to persons or
      circumstances other than those as to which it is held invalid or unenforceable
      shall not be affected thereby.

     

    ARTICLE
      XXXII

    FORCE
      MAJEURE

     

    Whenever
      a period of time is herein prescrbed for the taking of any action by Landlord,
      Landlord shall not be liable or responsible for and there shall be excluded
      from
      the computation of such period of time, any delays due to strikes, riots, acts
      of God, shortages of labor or materials, war, acts of domestic or foreign
      terrorism, governmental laws, regulations or restrictions, financing, or any
      other cause whatsoever beyond the control of Landlord.

     

    ARTICLE
      XXXIII

    RENEWAL
      OF LEASE

     

    At
      the
      conclusion of this Lease, the Tenant shall have the option for renewing for
      One
      (1) additional Three (3) year term, at a rent equal to the then current market
      rate of equivalent space in the area.

     

    The
      Tenant shall exercise this option to renew for One (1) additional Three (3)
      year
      period in writing, delivered to Landlord's place of business as hereinafter
      set
      forth at least three (3) months in advance of the expiration of the initial
      term
      of this Lease. Landlord shall have the right to show premises to new prospective
      tenant’s within the last three month’s of the lease or option terms for purposes
      of reletting the demised space.

     

    ARTICLE
      XXXIV

    MISCELLANEOUS

     

    34.1.    Recording.
      TENANT shall not record this LEASE or any memorandum thereof without the written
      consent of LANDLORD.

    


    34.2.    Partial
      Invalidity. If any provision of this LEASE or the application thereof to any
      person or circumstance shall to any extent to held invalid, then the remainder
      of this LEASE or the application of such provision to persons or circumstances
      other than those as to which it is held invalid shall not be affected thereby,
      and each provision of this LEASE shall be valid and enforced to the fullest
      extent permitted by law.

     

     

     

    
 

    
      
        
        

      

      
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    CONECA
      Properties LLC - Office Lease - continued

     

     

    34.3.    Broker's
      Commission. Except for brokers employed by LANDLORD, TENANT covenants, warrants
      and represents to LANDLORD that there was no broker instrument in consummating
      this LEASE and that no conversations or prior negotiations were had by TENANT
      with any Such broker concerning the renting of the DEMISED PREMISES. LANDLORD
      acknowledges its responsibility for compensation for commissions due, if any,
      for brokers employed by it, TENANT agrees to indemnify and hold LANDLORD
      harmless against and from all liabilities, including attorneys fees, arising
      from any claim for brokerage commissions or finder's fees resulting from any
      conversations or negotiations had by TENANT with any broker or any other person,
      other than a broker employed or acknowledged in writing by
      LANDLORD.

     

    34.4.    Headings
      and
      Terms. The headings to the various paragraphs of this LEASE have been inserted
      for convenient reference only and shall not in any manner be construed as
      modifying, amending or affecting in any way the expressed terms and provisions
      hereof.

     

    34.5    Effect
      of
      Delivery of this Lease. Landlord has delivered a copy of this Lease to Tenant
      for Tenant's review only and the delivery hereof does not constitute an offer
      to
      Tenant or an option to lease. This Lease shall not be effective until a copy
      executed by both Landlord and Tenant is delivered to and accepted by
      Landlord.

     

    34.6.    Attorneys'
      Fees. In the event either party is required to commence legal proceedings in
      order to enforce its rights or protect its interests hereunder, the prevailing
      party in such legal proceedings shall be paid its reasonable attorneys' fees
      from the other party.

     

    34.7    Radon
      Gas.
      Radon is a naturally occurring radioactive gas that, when it has accumulated
      in
      a building in sufficient quantities, may present health risks to persons who
      are
      exposed to it over time. Levels of radon that exceed federal and state
      guidelines have been found in buildings in Florida. Additional information
      regarding radon and radon testing may be obtained from your county public health
      unit.

     

    34.8    Compliance
      with Environmental Laws. To the extent that Tenant is responsible, TENANT
      represents and warrants to LANDLORD that TENANT shall not use the DEMISED
      PREMISES in any manner which would violate any applicable environmental
      protection statutes, laws, rules or regulations. Without limiting the foregoing,
      TENANT represents and warrants to LANDLORD that no hazard substance, hazard
      waste, pollutant, contaminant, nuclear or byproduct material, or toxic waste
      material of any kind whatsoever will be released or disposed of on the DEMISED
      PREMISES or anywhere in the BUILDING in violation of applicable environmental
      protection statutes, laws, rules or regulations. TENANT agrees to and shall
      indemnify, defend (by counsel reasonable acceptable to LANDLORD) and hold the
      LANDLORD harmless of, from and against (i) any and all liability, claims,
      obligations, losses, damages, awards, judgments, or amounts paid in settlement
      or comprised thereon, and costs associated therewith, including reasonable
      attorneys' fees, incurred by LANDLORD or assessed against the BUILDING by virtue
      of any investigation, inquiry, litigation, suit, action, or claim of or by
      any
      governmental or quasi-governmental unit, body or agency, or any third party
      for
      clean-up costs, damages, or any other costs, and (ii) any and all fines,
      penalties, assessments, forfeitures, payments, impositions or amounts paid
      in
      settlement or comprised thereon, together with costs associated therewith
      including reasonable attorneys' fees, imposed or obtained by or awarded to
      the
      Environmental Protection Agency, or any other governmental or quasi-governmental
      unit, body or agency for violation of, or noncompliance with, any environmental
      protection law, rule, regulation or order, and (iii) any and all costs required
      to take necessary precaution to protect against the release of, or to clean
      up
      any hazardous substance, hazardous waste, pollutant, contaminant, or toxic
      waste
      materials in, on, under or affecting the DEMISED PREMISES or the BUILDING that
      was caused by the TENANT. A violation of this Paragraph by TENANT shall be
      deemed to be a material noncurable default by TENANT under this
      Lease.

     

     

     

     

     

     

    


    
      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

    

     

    CONECA
      Properties LLC - Office Lease -
      continued

     

    


    ARTICLE
      XXXV

    ROOFTOP
      ANTENNAS AND EQUIPMENT

     

    35.1    Tenant
      shall
      not install any satellite dishes, antennas or aerial wires, or any other type
      of
      related equipment, inside (excluding its demised premises) or outside the
      Building, without Landlord’s prior approval in writing and upon such terms and
      conditions as may be reasonably specified by Landlord in each and every
      instance. If installation is made without Landlord’s permission, Landlord will
      remove any equipment and Tenant shall have no recourse to dispute its removal
      and agrees to pay all costs associated with its removal and any damage to the
      roof of building.. Tenant shall, as part of the approval and installation
      process for any type of rooftop antenna, be required to place with Landlord
      a
      reasonable additional security deposit specifically for removal of said
      equipment, the amount to be determined according to the equipment
      installed.

     

    35.2    Under
      no
      circumstances shall Tenant use any unlicensed contractor to install satellite
      dishes, antenna and any related equipment. Tenant or Tenant’s licensed vendor
      shall obtain, and provide to Landlord’s property manager, any and all applicable
      governmental permits. Under no circumstances shall any penetrations of roof,
      roofing materials, or building structure be made to install equipment or wiring
      be permitted. Wiring shall only be allowed to enter the building from the roof
      through existing, authorized roof chaseway penetrations. Equipment or operation
      of any equipment shall not interfere with the operation of any other tenants
      or
      vendors equipment. Any equipment causing such interference, upon notice to
      Tenant, shall promptly be corrected so cease interference or be removed. If
      not
      corrected or removed in a timely fashion, Landlord shall have the right to
      remove said equipment and Tenant shall reimburse Landlord for the required
      work.

     

    35.3    If
      any
      installed equipment causes damage to any part of the roof or building structure
      at any time during Tenant’s lease term, Landlord shall promptly make repairs of
      such sufficient quality
      as to restore the roof and building to its original condition and Tenant agrees
      to reimburse Landlord for said repairs. If Tenant does not make restitution
      in a
      timely manner, Tenant agrees to compensate Landlord for such repairs plus a
      15%
      oversight fee.

     

    35.4    Upon
      termination of Tenant’s occupancy, Tenant shall remove of all equipment and
      cabling within fifteen days of termination date. If Equipment and cabling is
      not
      properly or prompted removed, Tenant shall hereby forfeit its security deposit
      for such equipment removal and if deposit is not sufficient to cover all such
      removal costs, Tenant agrees to pay Landlord the balance of the costs plus
      15%
      oversight fee.

     

    IN
      WITNESS WHEREOF, Landlord and Tenant have executed this Lease in
      multiple original counterparts as of the day and year first above
      written.

     

    Tenant:

     

    SecuRed
      Financial Network, Inc.

     

    By:/s/
      Jeffrey L.
      Scultz                    
                                            

    Print
      Name. Jeffrey L. Schultz 

    Title.
      President/CEO

     

     

    
      	
               WITNESS: 

               

            	
               WITNESS: 

               

            
	 By:  ______________________________	 By:  ______________________________
	 Print
              Name: _____________________________	 Print
              Name: _____________________________


    

     


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    CONECA
      Properties LLC - Office Lease - continued

     

     

     

    Landlord:

     

    CONECA
      PROPERTIES, L.C.

    By:    CONECA
      PROPERTIES, LTD., as sole member 

    By:    CONECA,
      INC.,
      as General Partner

     

     

    /s/
      David
      Dunleavy                


    David
      Dunleavy

    President

     

    
      	
               WITNESS: 

               

            	
               WITNESS: 

               

            
	 By:  ______________________________	 By:  ______________________________
	 Print
              Name: _____________________________	 Print
              Name: _____________________________


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    


    
      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

    

     

    CONECA
      Properties LLC - Office Lease -
      continued

     

    
 

    EXHIBIT
      “A”

    LEGAL
      DESCRIPTION

     

    PORTIONS
      OF LOTS 3 AND 4, "GATEWAY INDUSTRIAL CENTER NO. 23", ACCORDING
      TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 112, AT PAGE 10, OF THE PUBLIC
      RECORDS OF BROWARD COUNTY, FLORIDA, MORE FULLY DESCRIBED AS
      FOLLOWS:

     

    BEGINNING
      AT THE SOUTHWEST CORNER OF SAID LOT 4; THENCE NORTH 00° 13'51" WEST, ALONG THE
      WEST LINE OF SAID LOT 4, A DISTANCE OF 191.18 FEET; THENCE NORTH 88° 47 '46"
      EAST, A DISTANCE OF 285.07 FEET; THENCE SOUTH 00° 12' 10" EAST ALONG THE EAST
      LINE OF SAID LOTS 4 AND 3, A DISTANCE OF 225.09 FEET; THENCE SOUTH 88°
47' 46" WEST, A DISTANCE OF 172.00 FEET; THENCE SOUTH 00° 12’ 10" EAST, A
      DISTANCE OF 19.95 FEET; THENCE SOUTH 88° 47-46" WEST, A DISTANCE OF 112.95 FEET;
      THENCE NORTH 00° 13’ 51" WEST, ALONG THE WEST LINE OF SAID LOT 3, A DISTANCE OF
      53.85 FEET TO THE POINT OF BEGINNING.

     

    TOGETHER
      WITH:

     

    A
      PORTION
      OF PARCEL "A", "GATEWAY INDUSTRIAL CENTER NO. 30" ACCORDING TO THE PLAT THEREOF
      AS RECORDED IN PLAT BOOK 120, AT PAGE 28, OF THE PUBLIC RECORDS OF BROWARD
      COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

     

    COMMENCING
      AT THE SOUTHWEST CORNER OF SAID PARCEL "A"; THENCE NORTH 00° 12' 10" WEST ALONG
      THE WEST LINE OF SAID PARCEL "A". A DISTANCE OF 40.01 FEET TO A POINT; SAID
      POINT ALSO BEING THE SOUTHEAST CORNER OF LOT 1. "GATEWAY INDUSTRIAL CENTER
      NO.
      23" AS RECORDED IN PLAT BOOK 112, AT PAGE 10, OF THE PUBLIC RECORDS OF BROWARD
      COUNTY, FLORIDA; THENCE SOUTH 88° 47' 46" WEST, A DISTANCE OF 284.64 FEET TO THE
      SOUTHWEST CORNER OF SAID LOT 1; THENCE NORTH 00° 13' 51" WEST, ALONG THE WEST
      LINE OF LOTS 1, 2, AND 3 OF SAID "GATEWAY INDUSTRIAL CENTER NO. 23", A DISTANCE
      OF 643.97 FEET TO THE SOUTHWEST CORNER OF LOT 4 OF SAID "GATEWAY INDUSTRIAL
      CENTER NO. 23"; THENCE CONTINUE NORTH 00° 13' 51" WEST, ALONG THE WEST LINE OF
      SAID LOT 4 A DISTANCE OF 191.18 FEET; THENCE NORTH 88° 47' 46" EAST, A DISTANCE
      OF 285.07 FEET TO THE POINT OF BEGINNING OF THIS DESCRIPTION; SAID POINT ALSO
      BEING ON THE WEST LINE OF SAID PARCEL "A"; THENCE CONTINUE NORTH 88° 47' 46"
      EAST, ALONG THE EASTERLY EXTENSION OF THE LAST DESCRIBED COURSE, A DISTANCE
      OF
      10.00 FEET; THENCE SOUTH 00° 12' 10" EAST, ALONG A LINE PARALLEL WITH AND 10.00
      FEET EAST OF WHEN MEASURED AT RIGHT ANGLES TO THE WEST LINE OF SAID PARCEL
      "A",
      A DISTANCE OF 225.09 FEET; THENCE SOUTH 88° 47' 46" WEST, A DISTANCE OF 10.00
      FEET TO A POINT ON THE WEST LINE OF SAID PARCEL "A"; THENCE NORTH 00° 12' 10"
      WEST A DISTANCE OF 225.09 FEET ALONG SAID WEST LINE TO THE POINT OF
      BEGINNING.  

     

    SAID
      LANDS SITUATE, LYING, AND BEING IN THE CITY OF POMPANO BEACH, BROWARD COUNTY,
      FLORIDA, CONTAINING 1.576 ACRES, MORE OR LESS.

    


     

    


     

    


     

    


     

    


     

    


     


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    CONECA Properties LLC - Office Lease -
      continued

    
 

     

    EXHIBIT
      "B"

    FLOOR
      PLAN of SUITE 204

     

     

     

    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    CONECA Properties LLC - Office Lease -
      continued

     

     

    


    EXHIBIT
      “C”

    PREPARATION
      OF PREMISES

    TENANT
      IMPROVEMENTS

     

    THIS
      WORK
      AGREEMENT is attached to and made part of the certain Office Lease Agreement
      (the “Lease”) dated on the       
 6th        day of November 2007 by and
      between Coneca Properties, LTD.  ("Landlord")
      and SecuRed Financial Network, Inc. (“Tenant”). The terms,
      definitions and other provisions of the Lease are hereby incorporated into
      this
      Work Agreement by reference.

     

    IN
      CONSIDERATION OF the execution of the Lease and the mutual covenants and
      conditions hereinafter set forth, Landlord and Tenant agree as
      follows:

     

    Tenant
      agrees to accept possession of the Premises in “As Is” condition as of the
      Commencement Date provided
      that the Landlord shall be obligated to complete the following work at
      Landlord’s expense:

     

    1.)
      NONE

     

    Tenant
      is
      responsible for installation, and removal at the end of its tenancy, of all
      telecommunications cabling and equipment at Tenant’s sole expense subject to
“Exhibit D, Building Rules and Regulations”.

     

    Tenant:SecuRed
      Financial Network, Inc.

     

    By:
      /s/ Jeffrey L.
      Schultz                        
 

    Print
      Name: Jeffrey L. Schultz 

    Title:
      President/CEO

     

     

    
      	
               WITNESS: 

               

            	
               WITNESS: 

               

            
	 By:  ______________________________	 By:  ______________________________
	 Print
              Name: _____________________________	 Print
              Name: _____________________________


    

     

     

    Landlord:

    CONECA
      PROPERTIES, L.C.

    By:    CONECA
      PROPERTIES, LTD., as sole member

    By:    CONECA,
      INC.,
      as General Partner

     

     

    /s/
      David
      Dunleavy                      


    David
      Dunleavy President

     

     

    
      	
               WITNESS: 

               

            	
               WITNESS: 

               

            
	 By:  ______________________________	 By:  ______________________________
	 Print
              Name: _____________________________	 Print
              Name: _____________________________


    

     

     

     

     

     

    
 

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    CONECA Properties LLC - Office Lease -
      continued

    
 

    EXHIBIT
      "D"

    RULES
      AND REGULATIONS

     

    The
      following Rules and Regulations have been formulated for the safety and
      well­being of all the tenants of the Building and Strict adherence to these
      Rules become effective upon occupancy. Strict adherence to these Rules and
      Regulations is necessary to guarantee that each and every Tenant will enjoy
      a
      safe and unannoyed occupancy in the Building. “Tenant or tenant” shall for
      purposes of these Building Rules and Regulations shall be defined as but not
      limited to include: Building Tenants, their employees, guests, invitees,
      servants, vendors, service contractors, building contractors and their direct
      or
      indirect subcontractors and any other persons having business or performing
      services within the Building and its Property. Any repeated or continuing
      violation of these Rules And Regulations by Tenant after notice and time to
      cure
      from Landlord shall be sufficient cause for termination and removal from the
      Building and Property at the option of Landlord.

     

    Landlord
      may upon request by any tenant, waive the compliance by such tenant of any
      of
      the foregoing Rules and Regulations provided that (i) no waiver shall be
      effective unless signed by Landlord's authorized agent (ii) any such waiver
      shall not relieve such tenant from the obligation of complying with the
      foregoing Rules and Regulations unless such other tenant has received a similar
      waiver in writing from Landlord.

     

    Landlord
      agrees not to unreasonably discriminate against Tenant in the enforcement of
      the
      Rules and Regulations in effect with regard to the Building.

     

    
      	
               

            	
              1.

            	
              All
                contractors and/or technicians performing work for Tenant within
                the
                Premises, Building or parking facilities shall be referred to Landlord
                for
                approval before performing such work. This shall apply to all work
                including but not limited to, installation of telephones, telegraph
                equipment, electrical devices and attachments, and all installations
                affecting floors, walls, windows, doors, ceilings, equipment or any
                other
                physical feature of the Building, the Premises or parking facilities.
                No
                cutting for telephone, telegraph, or computer terminals will be permitted
                without the prior consent of Landlord. Tenant shall not install,
                or allow
                to be installed, and communications cabling, which is not
                “plenum-fire-rated”, and all materials used in installation must be
                “plenum-fire-rated”. No cabling shall be installed which interferes in the
                removal of ceiling tiles and ceiling grid systems. If required by
                Landlord, in its sole judgment, Tenant shall be responsible for the
                removal of all cabling installed for its specific use upon Lease
                expiration or termination and hereby acknowledges that Landlord shall
                deduct from its security deposit, the costs associated with its removal
                if
                removal is not performed by Tenant as directed by Landlord. None
                of this
                work shall be done by Tenant without Landlord's prior written
                approval.

            


    

     

    
      	
               

            	
              2.

            	
              Tenant,
                at its expense, and with due diligence and dispatch, shall procure
                the
                cancellation or discharge of all notices of violation arising from
                or
                otherwise connected with Alterations, or any other work, labor, services
                or material done for or supplied to Tenant, or any person claiming
                through
                or under Tenant, which shall be issued by any public authority to
                create
                any liens for labor or materials on or against the Property, the
                Building
                and/or the premises. Tenant shall defend, indemnify, and save Landlord
                harmless from and against any and all mechanic's and other liens
                and
                encumbrances filed in connection with Alterations or any other work,
                labor, services, or materials done for or supplied to Tenant, or
                any
                person claiming any materials, fixtures or articles installed in
                and
                constituting a part of the premises and against all costs, expenses,
                and
                liabilities (Including reasonable attorney's fees to and through
                any
                appellate proceedings) incurred in connection with any such lien
                or
                encumbrance or any action or proceeding brought thereon. Tenant,
                at its
                expense, shall procure the satisfaction, bond or discharge of record
                of
                all such liens and encumbrances within fifteen (15) days after the
                filing
                thereof. In the event Tenant has not so performed, Landlord may,
                at its
                option, pay and discharge such liens and Tenant shall be responsible
                to
                reimburse Landlord for all costs and expenses incurred in connection
                therewith, which expenses shall include reasonable attorney's fees
                (to and
                through any appellate proceedings) and any costs in posting bond
                to effect
                discharge or release
                of the lien as an encumbrance against the premises, the Building
                and/or
                the Property. Landlord has recorded a prohibition against the filing
                of
                mechanic liens by Tenant's contractors, subcontractors, architects
                or
                material men.

            


    

     

     

    
 

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    
CONECA Properties LLC - Office Lease -
      continued

     

     

    
      	
            	
              3.

            	
              Neither
                Landlord nor any partner, director, officer, agent, servant, or employee
                of Landlord,
                any Superior Lessor or any Superior Mortgagee, shall be liable to
                Tenant
                for any loss, injury, or damage, to tenant or to any other person,
                or to
                its or their property, irrespective of the cause of injury, damage
                or
                loss, relating to the operation or maintenance of the premises or
                the
                building except for gross negligent or willful misconduct of Landlord.
                Further, neither Landlord, any Superior Lessor or any Superior Mortgagee,
                nor any partner, director, officer, agent, servant, or employee of
                Landlord shall be liable (a) for any such damage caused by other
                tenants
                or persons in, upon or about the building, or caused by operations
                in
                construction of any private, public or quasi-public work; or (b)
                for
                consequential damages arising out of any loss of use of the Premises
                or
                any equipment or facilities therein by Tenant or any person claiming
                through or under Tenant as a request of the damage referred to in
                3(a).

            


    

     

    3(a)             Tenant
      shall indemnify and hold Landlord and all Superior
      Lessors and Superior Mortgagees and its and their respective partners,
      directors, officers, agents, servants and employees harmless from and against
      any and all claims arising from or in connection with (a) the conduct or
      management of the premises or any business at or upon the premises during the
      term of this Lease or during the period of time, if any, prior to the Lease
      Commencement Date that Tenant may have been given access to the premises; (b)
      any act, omission or negligence of Tenant or any of its subtenants or licensees
      or its or their partners, directors, officers, agents, invitees, employees
      or
      contractors; (c) any accident, injury or damage whatsoever (unless caused by
      the
      negligent act or omission or willful misconduct of Landlord, its agents,
      officers, servants, Superior Lessor, Superior Mortgagee) occurring in, at or
      upon the premises; and (d) any breach or default by Tenant in the full and
      prompt payment and performance of Tenant's obligations under this Lease;
      together with all costs, expenses and liabilities incurred in or in connection
      with each such claim or action or proceeding brought thereon including, without
      limitation, all reasonable attorney's fees (to and through appellate
      proceedings) and expenses. In the event any action or proceeding is brought
      against Landlord and/or any Superior Lessor or Superior Mortgagee and/or its
      or
      their partners, directors, officers, agents and/or employees by reason of any
      such claim, Tenant, upon notice from Landlord or such Superior Lessor or
      Superior Mortgagee, shall resist and defend such action or proceeding (by
      counsel reasonably satisfactory to Landlord and/or such Superior Lessor or
      Superior Mortgagee.

     

    
      	
            	
              4.

            	
              No
                drilling shall be allowed into any major building structural component,
                specifically
                but not limited to: roof, floor decks, roof decks, building columns,
                life-safety stairway evacuation towers and/or routes without obtaining
                written permission and a structural “x-ray” by a licensed, certified and
                insured professional engineer or engineering firm to clearly show
                any
                structural “subcomponents” such as but not limited to cabling, piping,
                bracing supports, and structural steel. No penetrations of these
                structural “subcomponents” shall be
                permitted.

            


    

     

    
      	
            	
              5.

            	
              The
                sidewalks, entrances, passages, courts, elevators, vestibules, stairways,
                corridors
                or halls or other parts of the Building not part of the Premises
                of Tenant
                shall not be obstructed or encumbered by any tenant or used for any
                purpose other than ingress and egress, and in the case of the freight
                elevator, for the moving of freight to and from the Premises, and
                if the
                Premises are situated on the ground floor of the Building the Tenant
                thereof shall at said Tenant's own expense keep the sidewalks and
                curb
                directly in front of said Premises clean and free from debris. Subject
                to
                the other provisions of this Lease, Landlord shall have the right
                to
                control and operate the public portions of the Building, and the
                facilities furnished for the common use of the Building, in such
                manner as
                Landlord deems best for the benefit of the tenants generally. No
                tenant
                shall permit the visit to the Premises of persons in such numbers
                or under
                such conditions as to interfere with the use and enjoyment by other
                tenants of the entrances, corridors, elevators and other public portions
                or facilities of the
                Building.

            


    

     

    
      	
            	
              6.

            	
              No
                awnings other projections shall be attached to the outside walls
                of the
                Building without
                the prior written consent of Landlord. No drapes, blinds, shades
                or
                screens shall be attached to or hung in or used in connection with,
                any
                window or door of the Premises without the prior consent of Landlord.
                Such
                awnings, projections, curtains, blinds, screens or other fixtures
                must be
                of a quality type, design and color and attached in the manner approved
                by
                Landlord. Notwithstanding the foregoing, and notwithstanding any
                provision
                of this Lease to the contrary, Tenant, from time to time, will be
                permitted to install floor to ceiling drapes on the exterior windows
                of
                the Premises; said drapes shall be submitted to Landlord for Landlord's
                approval.

            


    

     

    
      	
            	
              7.

            	
              Except
                as otherwise provided for in this Lease, no sign, picture, advertisement
                notice or other lettering shall be exhibited, inscribed, printed
                or
                affixed by any Tenant on any part of the outside or inside of Building
                without the prior written consent of Landlord. In the event of the
                violation of the foregoing by any Tenant, Landlord may remove same
                without
                any notice or liability and may charge the expense incurred by such
                removal to the Tenant or tenants violating this rule. Interior signs
                on
                doors and directory tablet shall be inscribed, printed or affixed
                for each
                tenant by Landlord and shall be of a size, color and style acceptable
                to
                Landlord.

            


    

     

    
      	
            	
              8.

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

            


    

     

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    CONECA
      Properties LLC - Office Lease -
      continued

     

     

    
      	
            	
              9.

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

            


    

     

    
      	
            	
              10.

            	
              No
                tenant shall construct, maintain, use or operate within the Premises
                or
                elsewhere within or on the outside of the Building any electrical
                device,
                wiring or apparatus in connection with a loud-speaker system with
                speakers
                solely within the Premises and the sound from which does not disturb
                other
                tenants.

            


    

     

    
      	
            	
              11.

            	
              No
                bicycles, vehicles, or animals, birds or pets of any kind shall be
                brought
                into or be kept in or about the Premises and no cooking shall be
                done or
                be permitted by any tenant on said Premises, except for a tenant’s clients
                and/or employee's own use and with the prior written approval of
                Landlord.
                No Tenant shall make or permit to be made, any unseemly or disturbing
                noises which disturb or interfere with occupants of this or neighboring
                buildings or premises or those having business with them whether
                by the
                use or misuse of any type of cellular phone, wireless communications
                devices, musical instrument, radio, phonograph, unmusical noise,
                whistling, singing or in any other way. No tenant shall throw anything
                out
                of doors or windows or down corridors or stairs of the
                Building.

            


    

     

    
      	
            	
              12.

            	
              No
                inflammable combustible or explosive fluid, chemical or substances
                shall
                be brought or kept upon Premises. Landlord acknowledges however that
                Tenant shall be entitled to keep those items necessary to run its
                photocopying equipment.

            


    

     

    
      	
            	
              13.

            	
              No
                additional locks or bolts of any kind shall- be placed upon any of
                the
                doors or windows by any tenant nor shall any changes be made in existing
                locks or the mechanism thereof without Landlord's consent. Except
                on
                single-tenant floors, the doors leading to the corridors or main
                halls (if
                any such doors exist) shall be kept closed during Normal Business
                Hours
                except as they may be used for ingress or egress. Each tenant shall,
                upon
                the termination of his tenancy, restore to Landlord all keys of stores,
                offices storage and toilet rooms either furnished to or otherwise
                procured
                by such tenant, and in the event of the loss of any keys so furnished,
                such tenant shall -pay to Landlord the cost to re-key the locks operated
                by those keys.

            


    


    
      	
            	
              14.

            	
              Except
                as otherwise provided for in this Lease, all removals, or the carrying
                in
                or out
                of any sales, freight, furniture, or bulky matter of any description
                must
                take place during the hours which Landlord or its agent may determine
                from
                time to time and according to a method and routing of such movement
                as is
                determined by Landlord upon request from Tenant. Tenant shall assume
                all
                liability and risk to property Premises and Building in such movement.
                Tenant shall not move furniture, machines, equipment, merchandise
                or
                materials within, into or out of the Building, the Premises or parking
                facilities without having first obtained a written permit from Landlord
                twenty-four (24) hours in advance. Safes, large files, electronic
                data
                processing equipment and other heavy equipment or machines shall
                be moved
                into the Premises, Building or parking facilities only with Landlord's
                written consent and placed where directed by
                Landlord.

            


    

     

    
      	
            	
              15.

            	
              Any
                person employed by any tenant to do janitorial work within the Premises
                must obtain Landlord's consent, and such person shall, while in the
                Building and outside of said Premises comply with all reasonable
                instructions issued by the manager of the
                Building.

            


    

     

    
      	
            	
              16.

            	
              No
                Tenant shall purchase spring water, ice, coffee, soft drinks, towels
                or
                the like service,
                from any company or persons whose repeated violations of Building
                regulations have caused, in Landlord’s opinion, a hazard or nuisance to
                the Building and/or its
                occupants.

            


    

     

    
      	
            	
              17.

            	
              Landlord
                shall have the right to prohibit any advertising by any tenant which,
                in
                Landlord’s
                opinion, tends to impair the reputation of the building or its
                desirability as a building for offices, and upon written notice from
                Landlord, such tenant shall refrain from or discontinue such
                advertising.

            


    

     

     

     

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    CONECA
      Properties LLC - Office Lease -
      continued

     

     

    
      	
            	
              18.

            	
              Landlord
                reserves the right to exclude from the Building at all times any
                person
                who does
                not properly identify himself to the Building management or watchman,
                if
                so posted, on duty. Landlord may at its option require all persons
                admitted to or leaving the building between the hours of 7 p.m. and
                7
                a.m., Monday through Friday, and at all times on Saturday and Sunday
                and
                legal holidays, to register. Each tenant shall be responsible for
                all
                persons for whom he authorizes entry into or exit out of the Building
                and
                shall be liable to the Landlord for all acts of such persons, except
                to
                the extent covered or required to be covered by insurance carried,
                or
                required to be carried, by
                Landlord.

            


    

     

    
      	
            	
              19.

            	
              The
                Premises shall not be used for lodging or sleeping or for any immoral
                or
                illegal purpose.

            


    

     

    
      	
            	
              20.

            	
              The
                requirements of the Tenant will be attended to only upon application
                at
                the office
                of the Building. Building employees shall not perform any work or
                do
                anything outside of their regular duties, unless under special instruction
                from the management of the
                Building.

            


    

     

    
      	
            	
              21.

            	
              Canvassing,
                soliciting and peddling in the Building is prohibited and each tenant
                shall cooperate to prevent the
                same.

            


    

     

    
      	
            	
              22.

            	
              There
                shall not be used in any space, or in the public halls of the Building,
                either by tenant or by jobbers or others, in the delivery or receipt
                of
                merchandise, any hand trucks, except those equipped with rubber tires
                and
                side guards.

            


    

     

    
      	
            	
              23.

            	
              In
                the event Tenant must dispose of crates, boxes, etc. Which will not
                fit
                into office wastepaper
                baskets, it will be the responsibility of the Tenant to dispose of
                same.
                In no event shall Tenant set such items in the public hallways or
                other
                areas of the Building or parking facilities, excepting Tenant’s own
                premises for disposal.

            


    

     

    
      	
            	
              24.

            	
              Tenant
                shall not install any antenna or aerial wires, or radio or television
                equipment, or
                any other type of equipment, inside or outside the Building, without
                Landlord’s prior approval in writing and upon such terms and conditions as
                may be specified by Landlord in each and every
                instance.

            


    

     

    
      	
            	
              25.

            	
              Protective
                Carpet Care. Tenants shall place protective chair mats on all carpeting
                surfaces
                where any type of chairs or other office furniture utilizing rollers
                or
                casters for customary movement are utilized to prevent unnecessary
                or
                premature carpet wear. Landlord shall deduct from Tenant’s Security
                Deposit replacement carpet costs beyond normal wear and tear which
                are
                caused by Tenant failure to provide and utilize said
                mats.

            


    

     

    
      	
            	
              26.

            	
              Tenant
                shall rigorously enforce The Building’s “No Smoking” Rules And
                Regulations
                and shall not allow any employee, guest, invitee or independent contractor
                to smoke in the Demised Premises, Common Areas, Rest Rooms or Stairwells.
                This BUILDING, in accordance with and to comply with applicable “Indoor
                Clean Air Act(s)” of the Local, County, State and/or Federal governments,
                is“Smoke Free”(the smoking of any tobacco
                products including but not limited to cigarettes, cigars, pipes,
                etc.) and
                smoking within Tenants’ Demised Premises and all Common Areas including,
                but not limited to Corridors, Bathrooms, Elevators, Emergency Exits
                and
                Stairways, is Prohibited. In the event the Tenant, their
                employees, guests, invitees or independent contractors sets off the
                Fire
                Alarm System as a result of actions caused by smoking; the Tenant
                will pay
                any and all costs assessed by applicable Local, County, State and/or
                Federal governments.

            


    

     

    
      	
               

            	
              27.

            	
              Tenant
                shall direct “smoking” employees, servants and/or invitees, etc. (those
                persons
                utilizing or smoking of any tobacco products including but not limited
                to
                cigarettes, cigars, pipes, etc.) to utilize an outdoor area designated
                by
                Landlord or Landlord’s property manager as an “Outdoor Smoking Area”,
                which Area may be moved from time to time as improvements to the
                Building
                are completed and/or as needed and for the health, safety, convenience
                and/or consideration of all persons of the
                Building.

            


    

     

    Tenant
      hereby acknowledges and hereby agrees to abide by the foregoing Rules and
      Regulations and is duly authorized to execute this document on behalf of his/her
      company.

     

    Tenant:SecuRed
      Financial Network, Inc.

     

    By:
      /s/ Jeffrey L.
      Schultz                  


    Print
      Name. Jeffrey L. Schultz 

    Title.
      President/CEO

     

    
      	
               WITNESS: 

               

            	
               WITNESS: 

               

            
	 By:  ______________________________	 By:  ______________________________
	 Print
              Name: _____________________________	 Print
              Name: _____________________________


    

     

     

    


    
      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

    

    


    CONECA
      Properties LLC - Office Lease - continued

     

     

    EXHIBIT
      "F"

     

    NOTICE
      TO
      OWNERS, PROSPECTIVE TENANTS AND BUYERS

    OF
      REAL
      PROPERTY REGARDING THE

    "AMERICANS
      WITH DISABILITIES ACT"

     

    Please
      be
      advised that an owner or tenant of real property may be subject to the Americans
      with Disabilities Act (the ADA), a Federal law codified at 42 USC Section 12101
      et seq. Among other requirements of the ADA that could apply to your property,
      Title III of the ADA requires owners and tenants of “public accommodations” to
      remove barriers to allow access by disabled persons and provide auxiliary aids
      and services for hearing, vision or speech impaired persons by January 26,
      1992.
      The regulations under Title III of the ADA are codified at 28 CFR Part
      36.

     

    We
      recommend that you and your attorney review the ADA and the regulations, and
      if
      appropriate, your proposed lease or purchase agreement, to determine if this
      law
      could apply to you, and the nature of the requirements. These are legal issues.
      You are responsible for conduction of your own independent investigation of
      these issues.

     

    
       

    

    Please
      acknowledge your receipt of this notice by signing and dating it below.


     

    Tenant:SecuRed
      Financial Network, Inc.

     

    By:
      /s/ Jeffrey L.
      Schultz                   


    Print
      Name: Jeffrey L. Schultz 

    Title:
      President/CEO

     

    Date:
      November       
6th          ,
      2007

     

     

     

     

     

    
      	
               WITNESS: 

               

            	
               WITNESS: 

               

            
	 By:  ______________________________	 By:  ______________________________
	 Print
              Name: _____________________________	 Print
              Name: _____________________________


    

     

     

     

     

     

     

     

    26