Exhibit10.1

**Net Lease**

**1.  FUNDAMENTAL LEASE PROVISIONS AND EXHIBITS                                                             DATE:**  June 7, 2004

**1.1   Fundamental Lease Provisions.**

| **  			Landlord:** | Hibiscus Office Park,L.L.C.1682 W. Hibiscus Blvd.Melbourne, FL 32901                                                               |
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| **   Tenant:**     | The GoldfieldCorp.100 RialtoPlace, Suite 500Melbourne, FL  32901                                                              |
| **Premises:			Address:**     | **            **1684 W. Hibiscus Blvd. Melbourne, FL   32901 |

**Lease Term:**   Seven (7) years

**Annual Minimum********Rent/Base Rent: $102,411.00 -** (not including 6% FLSales Tax)

(The Annual minimum rent is subject to the costof living adjustment pursuant to Section 4.4 hereof and all additional rents,charges and assessments set forth herein.)

**Rentable Area:   ** 7,586±   square feet  -(5,084 ± sq. ft. finished office in 1684 W. Hibiscus Bldg. and 2,401± sq. ft. 1678 W.Hibiscus Blvd. and 101± sq. ft. atrium walk-through area finished office)

**Permitted Use**:  General officepurposes

**First Month's Minimum Rent: $10,822.06 -**$8,534.25 (base rent) + $1,675.24 (CAM - real estatetaxes and insurance) = $10,209.49 Gross Rent Amount + 6% FL Sales Tax of $612.57= $10,822.06 Due upon Execution of the Lease.    

**Security Deposit: $**      0.00 

**Estimated Date for Delivery of the Premises:** September 30, 2004

(The estimated date for delivery of thePremises is subject to the provisions of Section 2.2 hereof)

**1.2  Effect of Reference to a Fundamental LeaseProvision.**  Each reference in the Lease to any of the Fundamental LeaseProvisions contained in Section 1.1 shall be construed to incorporate all ofthe terms provided under each such Fundamental Lease Provision.

**1.3  Exhibits.**  The exhibits listed inthis Section and attached to this Lease are hereby incorporated in and made apart of this Lease:

EXHIBIT "A" ---  Site Plan (to beattached)

EXHIBIT "B"  ---  Description of workto be performed by Landlord at Landlord's expense.  (Tenant Improvements)

EXHIBIT "C" ---  Form of Addendumspecifying commencement and expiration dates of Lease Term.

EXHIBIT "D"  ---  Form of Addendumsetting forth approved Space Plan, agreed cost of construction for Tenant'sWork and the method of payment.

EXHIBIT "E" --- Special Provisions

 

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EXHIBIT "F"---Environmental Clauseand Agency Disclosure

Rules & Regulations

**2.PREMISES AND TERM**

**2.1  Premises.**  The Landlord hereby leasesto the Tenant and the Tenant hires and takes from the Landlord the premises(hereinafter referred to as "Premises") located in the city ofMelbourne, County of Brevard and State of Florida, shown on the Site Plan (Exhibit "A") extending to the exterior faces of all exterior wallsor to the line shown on the Site Plan where there is no wall or to the centerline of those walls separating the Premises from other leased Premises in theBuilding, subject to and with the benefits of the terms, covenants, conditionsand provisions of this Lease, together with the appurtenances specificallygranted in this Lease, but reserving to the Landlord (i) the use of (a) theexterior faces of all exterior walls, however, Landlord may not use theexterior walls for advertising or marketing purposes by placing signs or otheradvertising on the walls without the prior consent of Tenant,and (b) the roof; and (ii) the right to install, maintain, use, repair andreplace pipes, ducts, conduits and wires through the Premises and serving theother parts of the Building.

For the purposes of thisLease, the Premises shall be conclusively deemed to consist of the number ofsquare feet of Leased Area as set forth in Section 1.1 hereof.

**2.2  Term.** The Term of this Leaseshall commence on the earlier of (i) the expiration of the final fifteen (15)day notice (the "Final Notice") given by the Landlord to the Tenantinforming the Tenant that the improvements to the Premises as provided for inSection 3.1 hereof have been substantially completed, or (ii) the day theTenant commences its operations in the Premises, and ending at noon at the endof the Lease Term, unless sooner terminated as hereinafter provided.  Landlordshall use all reasonable efforts to deliver possession of the Premises to theTenant on or before the estimated date for delivery of the Premises as setforth in Section 1.1 hereof. * *However, if the Landlord cannot deliverpossession of the Premises for reasons beyond his control on or before thatdate, this Lease shall not be void or voidable, nor shall Landlord be liable toTenant for any loss or damage resulting therefrom.  When the commencement andexpiration dates of the Lease Term have been determined, the Landlord and theTenant shall execute, acknowledge and deliver a written Addendum to this Leasein the form attached hereto as Exhibit "C" specifying thecommencement and expiration dates of the Lease Term, that the Tenant is inpossession of the premises and is paying the Fixed Minimum Rent and all othercharges hereunder, and that the Tenant has no claims, defenses, set-offs orcounter-claims against the Landlord (or, if so, specifying the nature andamount thereof).  Such statement, when so executed, acknowledged and delivered,will be deemed to be incorporated in and become a part of this Lease.

If the premises are not ready foroccupancy by the estimated date for delivery (September30, 2004), Landlord shall have anadditional sixty (60) days to complete the improvements (November 30, 2004).  If said improvements are not completed byNovember 30,2004, Tenant may, at its option, elect to cancel this Lease and receive areturn of its deposit paid herein.

**2.3  Option to Renew. **Tenant shall have and is herebygranted **five (5)** options to extend the term of this Lease for a periodof **three (3) years**for each option period upon the same covenants andconditions as herein provided, with, the exception that the Base Rent (asdefined in paragraph 1.1), Adjustment of Annual Minimum Rent (as defined inparagraph 4.4), and Additional Assessments (as defined in paragraph 4.5), shall beadjusted based on the adjustment of annual minimum rent as stated in Section4.4 of this Lease.  If Tenant shall elect to exercise such option, it must doso by giving Landlord written notice at least one hundred eighty (180) daysprior to the expiration of the initial  term of the Lease and prior to theexpiration of each **three (3) year** option period thereafter. 

**3.CONSTRUCTION**

**3.1  Construction ofLeasehold Improvements.**  The Landlord shall, at its sole cost and expense, improvethe Premises as set forth in Exhibit "B" (Landlord's Work).  Anyimprovements to the premises other than those set forth in Exhibit"B" shall be constructed by the Landlord at the sole cost and expenseof the Tenant (Tenant's Work).

No later thanfive (5) working days after the execution of this Lease by the Tenant: (i)Tenant shall approve a preliminary Space Plan for the premises, in formacceptable to the Tenant and Landlord's Space Planner, drawn to a scale ofone-quarter inch (1/4") equals one (1) foot, or (ii) Landlord and Tenant,or their representatives, shall meet together with Landlord's Space Planner forthe purpose of preparing a preliminary Space Plan for the Premises.   Withintwenty (20) working days from Landlord's receipt of the preliminary Space Plan,Landlord shall prepare and furnish to Tenant an estimated cost of constructionof Tenant's Work, including in the estimate separate entries for labor, material and a supervisory fee.  No later than five (5) working days aftersubmission of Landlord's estimate of construction cost to Tenant, as set forthabove, Tenant shall either agree to the estimate and authorize Landlord toproceed with the Work or furnish to Landlord specific objections to theestimate.

 

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If Landlord andTenant agree to Landlord's estimated construction cost for Tenant's Work and toa final Space Plan, Landlord and Tenant shall execute an Addendum to thisLease, in the form attached hereto as Exhibit "D", incorporating intothe Addendum the agreed-upon Space Plan for the Premises, and setting forth theagreed cost of construction. 

The agreed cost ofconstruction of Tenant's Work shall be paid by Tenant and Landlord as set forthin Exhibit "D" hereof.

**3.2  OwnershipImprovements.**  All improvements to the Premises shall remain the property ofthe Landlord.  In no event shall Tenant make any improvements or alterations tothe Premises, including the installation and removal of permanent fixtures,without the prior written consent of Landlord.

**4.RENT**

**4.1  Payment.**   All Rent and othercharges payable to the Landlord under any provision of this Lease shall be paidto the Landlord, or as the Landlord may otherwise designate, in lawful money ofthe United States at the address of the Landlord or at such other place as theLandlord in writing may designate, without any set-off or deduction whatsoever,and without any prior demand therefor.  In addition to the payment of the Rentand other charges, the Tenant shall also pay to the Landlord, at the time ofpayment of such Rent and other charges, all sales, use or occupancy taxespayable by virtue of  any of such payments.  Rent for any period during theterm hereof which is for less that one (1) month shall be prorated portion ofthe monthly installment.

**4.2  Annual MinimumRent.** The Tenant shall pay the Annual Minimum Rent, which is subject to adjustmentsas hereinafter set forth, in equal monthly installments in advance on the firstday****of each calendar month included in the Lease Term.  The firstmonthly installment shall be paid on the signing of this Lease if notpreviously delivered.  Tenant acknowledges that late payment by Tenant toLandlord of Rent or other sums due hereunder will cause Landlord to incur costsnot contemplated by this Lease,  the exact amount of which would be extremelydifficult and impractical to ascertain.  Such costs include, but are notlimited to processing and accounting charges, the late charges which may beimposed on Landlord by the terms of any Mortgage or Trust deed covering thepremises.  

 **4.3  Late RentFees. **In the event any installment of Rent or any sum due hereunder is notpaid within five (5) days after such amount is due, Tenant shall pay toLandlord as additional Rent a late charge equal to five percent (5%) of eachsuch installment or other sum, or Twenty-five Dollars ($25.00) per month,whichever is greater.  A sum of Twenty-five Dollars ($25.00) will be paid byTenant to Landlord for each returned check, and Tenant shall pay a charge ofSeventy-five Dollars ($75.00) for preparation of a demand for delinquent rent.

**4.4  Adjustment of Annual MinimumRent.**  During the Initial Lease Term, the Annual Minimum Rentspecified in Section 1.1 hereof (and the monthly installments thereof) will beadjusted annually on each anniversary date of the dateof commencement of the Lease Term to increase the same by three percent (3%)from the prior year's Annual Minimum Rent.  If Tenant exercises any renewaloptions, the Annual Minimum, Rent specifiedin Section 1.1 hereof (and the monthly installments thereof) will be adjustedfor changes in the Consumer Price Index on each anniversary of the commencementdate of the Lease Term.  The term "Index" means the U.S. Consumer Price Index, All Items, for all Urban Consumers(1982-84=100), published by the United States Bureau of Labor Statistics orother governmental agency then publishing the Index.  In the event the PriceIndex ceases to utilize the January 88 average of 100 as the basis of calculation,or if a substantial change is made in the term of number of items included inthe Index, then the Index shall be adjusted to a figure that would haveresulted had the change in the manner of computing the Index not beeneffected.  In the event such Index (or successor or substitute index) is notavailable, a reliable governmental or other nonpartisan publication evaluatingthe information theretofore used to determine the Index shall be used.  Theterm "Base Number" means most recently published Index Numberimmediately preceding the commencement date of the Lease Term.  The term"Current Number Applicable to a Lease Year" means the most recentlypublished Index Number preceding the first day of the Lease Year for whichadjustment is made, if the latest Current Number Applicable to a Lease Yearexceeds the Base Number, then the Annual Minimum Rent shall be increased to anamount which is the product obtained by multiplying the Annual Minimum Rent setfourth in Section 1.1 of this Lease by a fraction, the numerator of whichfraction is the current Number Applicable to any Lease Year and the denominatorof which fraction is the Base Number.

Notwithstanding the foregoing during any renewal term, annual rental adjustments will not be less than three (3%)percent annually or more than five (5%) percent annually.

 

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**4.5  Additional Assessments.** It is understood that, in additionto the Annual Minimum Rent and Adjustment of Annual Minimum Rent, Tenant shallpay to Landlord as Additional Rent its prorated share of all taxes,assessments, insurance premiums, operating charges, maintenance charges, andany other charges, costs and expenses which arise from the ownership, occupancyor use of the Parcel, or any part thereof, including the maintenance of airconditioning equipment, but excluding the maintenance of exterior walls, roofareas and the structural integrity of buildings located upon the Parcel, which maintenance shall be the responsibility ofLandlord.

Tenant shall pay their pro-ratashare of operating expenses (real estate taxes, insurance and common areamaintenance).  Common area maintenance shall be defined as maintenance, garbagecollection, site lighting, property management.  Landlord estimates operatingexpenses to be $2.65 per square foot per year or $1,675.24 per month.  Tenant shall also be responsible to pay the Florida State salestax.  Tenant shall have a continuing right to review, copy, and audit alldocuments and information pertaining to operating expenses and real estatetaxes for the Project/Building.  The CAM, real estate taxes and buildinginsurance shall be adjusted annually after the first year of occupancy based onactual cost.

For the purposesof this Lease, the term "Parcel" shall mean the contiguous propertyset forth in Exhibit "A" together with all site improvements locatedor to be located thereon.

The Tenant Agreesto pay the Additional Assessments, as set forth above, in monthly payments inadvance during the Term of this Lease as may be estimated by the Landlord. Atthe end of each calendar year, the Landlord shall advise the Tenant of theTenant's share of the Additional Assessments payable for such calendar year ascomputed based upon the cost thereof to the Landlord.  If there shall have been an underpayment by the Tenant, the Tenant shallpay the difference within ten (10) days: if there shall have been anoverpayment by the Tenant, the Tenant shall be given a credit towards the nextdue payment of its share of the Additional Assessment.

At the end of each calendaryear, the Tenant shall have the right to require Landlord to substantiate, bywritten itemization, Landlord's computation of Tenant's AdditionalAssessments.  Landlord shall furnish such an itemization to Tenant withinthirty (30) days from receipt of Tenants written request for itemization.

**4.6  Security Deposit.**    N/A

Landlord and Tenantagree that Landlord's Leasing Agent shall be entitled to immediately endorseand cash Tenant's Rent Check accompanying this Lease.  It is further agreed andunderstood that such action shall not guarantee acceptance of this Lease byLandlord, but in the event Landlord does not accept this Lease, the Depositshall be refunded in full to Tenant.

**5.UTILITY SERVICES**

**5.1  Water and OtherUtilities.**  The Landlord shall cause the necessary mains, conduits and otherfacilities to be provided to supply water, sanitary sewer services andelectricity into the Premises.  Landlord shall also provide a dumpster(s) forrefuse collection.  The Tenant shall pay directly all charges for electric,telephone and any other utilities used or consumed in the Premises which areseparately metered to the Premises.  Tenant shall pay to Landlord on a monthlybasis in advance Tenant's prorated share of the water and sewer and refuse collectioncharges for the Building as may be estimated by the Landlord.  This chargeshall be Additional Rent under the Lease.  In the event that Tenant shall failor refuse to pay any utility charges individually metered to Tenant, theLandlord may but shall not be obligated to, pay such charges, and Tenant shallreimburse the Landlord on demand.  If Tenant uses water or produces refuse inexcess of normal office/warehouse use, Landlord, in its discretion, mayallocate Tenant the increased cost for such services as measured or estimatedby Landlord, and Tenant shall pay Landlord, on demand, any increased cost someasured or estimated.

**6.INSURANCE**

**6.1  Insurance to beMaintained by Tenant.**  Tenant shall maintain, at Tenant's expense, with companiesacceptable to Landlord during the term of this Lease liabilityInsurance in the form of a Combined Single Limit Bodily Injury and PropertyDamage Insurance Policy insuring Landlord and Tenant against any liabilityarising out of the use,occupancy or maintenance of the Premises in an amount notless than Two Million Dollars($2,000,000.00) per occurrence. Landlord will not carry Insuranceon Tenant's property .  Tenant shall furnish Landlord with a certificate of allinsurance policies required by this Lease evidencing the existence and amountsof such insurance with loss payable clauses satisfactory to Landlordprior to accepting occupancy of thePremises.  Renewals of such policies shall  be depositedwith the Landlord prior to the expiration of the term of such coverage.  If theTenant fails to comply with such requirement, the Landlord may but shall not beobligated to, obtain such insurance and keep the same in effect, and Tenantshall pay Landlord the premium cost thereof upondemand.

 

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**6.2  Insurance to beMaintained by Landlord.**  Landlord shallobtain and keep in force during the term of this Lease, the following policiesof insurance with loss payable to Landlord: (i) a policy of Combined SingleLimit Bodily Injury and Property Damage Insurance, insuring Landlord, but notTenant, against any liability arising out of the ownership, use, occupancy ormaintenance of the Parcel in an amount not less than Two Million Dollars($2,000,000.00) per occurrence; (ii) a policy or policies of insurance coveringloss or damage to the Parcel, but not Tenant's inventory, fixtures, furnitureand equipment, in an amount not to exceed the full replacement value thereof,as the same exists from time to time, providing protection against all perilsincluded within the classification of fire, extended coverage, vandalism,malicious mischief, special extended perils ("all risk" as such termis used in the insurance industry) and plate glass insurance; (iii) a policy ofrental value insurance in an amount not less than one (1) year's gross rentalsfor all tenants occupying any portion of the parcel; and (iv) any otherinsurance the Landlord deems necessary.  The cost of the above referencedinsurance to be maintained by Landlord shall be considered an AdditionalAssessment of which the Tenant shall pay its prorated share pursuant to Section4.5 hereof.

**6.3  Waiver ofSubrogation.** As long as their respective insurers so permit, Landlord andTenant hereby mutually waive their respective rights of recovery against eachother for any loss incurred by fire, extended coverage and other propertyinsurance policies existing for the benefit of the respective parties.  Eachparty shall obtain any special endorsements, if required by their insurer, toevidence compliance with the aforementioned waiver.

**7.TENANT'S ADDITIONALCOVENANTS**

**7.1  AffirmativeCovenants.**  The Tenant covenants, at its own expense, at all times duringthe Lease Term:

7.1.1.      To performpromptly all of the obligations of the Tenant set forth in this Lease and inthe Exhibits and Addenda attached hereto, and to pay when due the Rent and allother charges and Assessments which are to be paid by the Tenant.

7.1.2       To use thePremises only for the Permitted Use and to abide by and conform to all userestrictions set forth in the certificate of occupancy issued for the Premises,in the Declaration of Covenants, Conditions and Restrictions and Reservation ofEasements, the mortgages filed of record encumbering the Premises, and allother  laws, orders, permits, rules and regulations of any governmentalauthority claiming jurisdiction over the Premises.

7.1.3       To keep thePremises, including equipment, facilities and fixtures therein, clean, neat andin good order, repair and condition.

7.1.4       To keep thePremises equipped with all safety appliances required by and to comply with anylaw, ordinance, order or regulation of any governmental authority or board offire underwriters having jurisdiction.

7.1.5       To defendand hold the Landlord harmless and indemnified from all injury, loss, claims ordamage (including attorneys' fees and disbursements) to any person or propertyarising from or related to or connected with the use or occupancy of thePremises, the conduct or operation of the Tenant's business, or the Tenant'swork at the Premises and caused by the Tenant or the Tenant's agent, employeesor guests.  Should Landlord be named as a defendant in any suit brought against Tenant in connectionwith or arising out of Tenant's occupancy of the Premises, Tenant shall pay toLandlord its costs and expenses incurred in such suit, including reasonableattorneys' fees to the extent of Tenant'sinsurance coverage as described in Section 6.1 above.

7.1.6       To permit the Landlords'agents, upon prior twenty-four (24) hour notice, to enter upon the Premises atall reasonable times to examine same and to make repairs, alterations,improvements or additions to the Premises or in theBuilding without the same constituting an eviction of the Tenant, in whole orin part, and all rents shall in no way abate while such repairs, alterations,improvements or additions are being made by reason of loss or interruption ofbusiness of the Tenant because of the prosecution of any such work.  TheLandlord or the Landlord's agents shall also have the right to enter upon thePremises, upon prior twenty-four (24) hour notice, at reasonable times to showthem to prospective mortgagees or purchasers of the Building.  During theninety (90) days prior to the expiration of the term of this Lease, theLandlord may show the Premises to prospective tenants, and the Landlord mayalso place upon the Premises the usual notices "For Rent", whichnotices the Tenant shall permit to remain thereon without molestation.  If,during the last month of the Term, the Tenant shall have moved all orsubstantially all of the Tenant's property therefrom, the Landlord mayimmediately enter and alter, renovate and redecorate the Premises withoutelimination or abatement of rent, or additional rent or other compensation, andsuch action shall have no effect upon this Lease.

7.1.7       To pay ondemand all of Landlord's expenses incurred in enforcing the obligations of theTenant under this Lease or incurring any default by the Tenant under thisLease.

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7.1.8       Forthwith tocause to be discharged of record (by payment, bond order of a court ofcompetent jurisdiction or otherwise) any mechanic's lien at any time filedagainst the Premisesfor any work, labor, services or materials claimed to have been performed at orfurnished to the Premises at the request of and on behalf of the Tenant or anyoneholding the premises through or under the Tenant.  If the Tenant shall fail tocause such lien to be discharged upon demand, then, in addition to any otherright or remedy of the Landlord, the Landlord may, but shall not be obligatedto, discharge the same by paying the amount claimed to be due or by bonding orother proceeding deemed appropriated by the Landlord and the amount so paid bythe Landlord and all costs and expenses, including reasonable attorneys' fees,incurred by the Landlord in procuring the discharge of such lien, shall bedeemed to be an Additional Assessment.  The Landlord's estate in the Premisesshall not be subject to any Additional Assessment.  The Landlord's estate inthe Premises shall not be subject to any lien or liability under the Lien Lawsof the State of Florida.

7.1.9       Upon theexpiration or other termination of the Lease Term, to quit and surrender to theLandlord the Premises, broom cleaned, in good order and condition, ordinarywear and tear excepted, and at the Tenant's expense, to remove all property ofthe Tenant, to repair all damages to the Premises caused by such removal, andto restore the Premises to the condition in which they were prior to theinstallation of the articles so removed.  All property not so removed shall bedeemed to have been abandoned by the Tenant and may be retained or disposed ofby the Landlord, as the Landlord shall desire.

7.1.10     To remainfully obligated under this Lease, notwithstanding any assignment or sublease orany indulgence granted by the Landlord to the Tenant or to any assignee orsubtenant.

7.1.11     To fully understand and agree thatthe Landlord shall not be liable except for negligence orwillful act for any loss or damage tothe Tenant's business or personal property arising out of but not limited tothe following causes: hurricanes, excessive rain, roofing defects, bursting ofpipes, fire, windstorm, malfunction of sewer or water system, interruption ofutility services, or any act or omission of Landlord or any of Landlord'sagents on or about the Premises.

7.1.12     To keep the Premises freefrom all rubbish, dirt and debris, and to deposit all trash in trashreceptacles to be furnished by Landlord at designated locations with theCommand Area.  The Tenant understands that boxes and trash shall not be stackedoutside of the Premises and/or on any abutting roadway.

7.1.13     To furnish to theLandlord any documentation requested by Landlord to show the status of thisLease.  Any reasonable changes to this Lease required by any Mortgagee of theLandlord to satisfy the requirements for the financing or refinancing of theproject wherein the Premises are located, unless they materially alter the termand conditions of this Lease, shall be agreed to and complied with by theLandlord and the Tenant.

7.1.14  To maintain throughout theterm of this Lease a sign with Tenant's nameand logo thereon at or near the frontentrance to the Premises at a place designated by Landlord and paid for by theTenant. Such sign shall be of a size, design, material and specification asshall meet the standards and criteria of Landlord.  No sign shall be permitted to be placed upon any window area or door withoutLandlord's approval.  The written consent and approval of Landlord shall beobtained prior to the installation of any sign.  A sign for which the writtenapproval of Landlord has not been obtained may be removed by Landlord atLandlord's discretion.  Tenant shall receive thetop thirty (30%) percentof the signage area on Hibiscus Boulevard road marquee sign in front of 1678 W.Hibiscus Boulevard.

**7.2  Negative Covenants.**  Tenant covenants atall times during the Lease Term and such further time as the Tenant occupiedthe Premises, or any part thereof:

7.2.1  Not to injure,overload, deface or otherwise harm the Premises or any part thereof or anyequipment or installation therein; nor commit any waste or nuisance; nor permitthe emission of any objectionable noise or odor; nor burn any trash or refusein or about the Premises; nor make any illegal use of the Premises, or any partthereof or from time to time; nor park any vehicles so as to interfere with theuse of driveways, walks, roadways, highways, streets or parking areas.

7.2.2  Not to make anyalterations or additions to the Premises or to the Building, nor permit themaking of any holes in the walls, ceilings or floors thereof.  All alterationsor improvements to the Premises shall be made by Landlord at Tenant's expense,unless Landlord and Tenant shall otherwise agree in writing.

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**8.ASSIGNMENT, SUBLETTINGAND ENCUMBRANCE**.

**8.1  Landlord's ConsentRequired.** Tenant shall not assign, transfer, mortgage, pledge, hypothecate or encumberthis Lease or any interest therein, nor sublet the Premises or any part thereofwithout the prior written consent of Landlord, which consent shall not beunreasonably withheld.

**8.2  Tenant'sApplication (Assignment and Sublease).**  In the event that Tenant desires at any timeto assign this Lease or to sublet the Premises or any portion thereof, Tenantshall submit to Landlord, in writing, at least thirty (30) days prior to theproposed effective date of the assignment or sublease; (i) a Notice ofIntention to Assign or Sublease, setting forth the proposed effective date,which shall be no less that thirty (30) nor more then ninety (90) days aftersending of such notice; (ii) the name of the proposed subtenant or assignee;(iii) the nature of the proposed subtenant's or assignee's business to becarried on in the Premises; (iv) the terms and provisions of the proposedsublease or assignment; and (v) a current, audited financial statement of theproposed subtenant or assignee; and (vi) such additional information concerningthe proposed assignment or sublease and proposed assignee or subtenant as theLandlord may reasonably request.

**8.3  Landlord's Optionsto Terminate.**  Upon receipt from Tenant of a Notice of Intention to Assign orSublease the entire building, Landlord shall have the right to terminate this leaseand relet the Premises, such right to be exercised by giving notice to Tenantwithin thirty (30) days after receipt of Tenant's Notice of Intention to Assignor Sublease.  If such Notice of Termination is given by Landlord, it shallserve to cancel and terminate this Lease with respect to the Premises;provided, however, that no termination of this Lease with respect to thepremises shall become effective without the prior written consent of the holderof any First Mortgage or Deed of Trust encumbering the Premises.

**8.4  The granting ofpermission for Tenant to assign or sublease the Premises on any one or moreoccasions shall not constitute**ipso facto waiver of the requirement imposedhereby that the written consent of the Landlord be obtained for any subsequentor other assignment or subletting, and the acceptance of rent checks and thenegotiation of same, or the acceptance of rent payments in any other fashion,from any assignee or subtenant, whether or not Landlord had knowledge of theassignment or sublease under which assignee or subtenant claims, shall notcontribute ipso facto consent by Landlord to such assignment or sublease orconstitute a waiver of the restrictions upon assignment and subletting imposedin this section.

**9.DESTRUCTION AND CONDEMNATION**

**9.1  Fire or OtherCasualty.** In the event of (i) a partial destruction of the Premises or the Buildingduring the Lease Term which requires repairs to either the Premises or theBuilding, or (ii) the Premises or the Building being declared unsafe or unfitfor occupancy by any authorized public authority for any reason other thanTenant's act, use or occupation, which declaration requires repairs to eitherthe Premises or Building, Landlord may elect to commence repairs withintwenty(20) days thereof, but partialdestruction shall in no way annul or void this Lease, except that Tenant shallbe entitled to a proportionate reduction of Rent while such repairs are beingmade.  The proportionate reduction is to be based upon the extent to which themaking of repairs shall interfere with the business carried on by Tenant in thePremises.   Landlord agrees to proceed ingood faith to complete any and all repairs it commences within sixty (60) daysof commencement.  If the repairs are not of a nature which can be completedwith in sixty (60) days, Landlord and Tenant shall agree upon a reasonableschedule for completion of the repairs.  If the repairs are anticipated to takemore than sixty (60) days and the Landlord and Tenant do not agree on a schedulefor completion, within twenty days of the date of occurrence of the damage ordestruction (the "Schedule Determination Period"), then either Landlord orTenant shall have the right to terminate this Lease by providing the other withten (10) days prior written notice within five (5) days ofthe expiration of the Schedule Determination Period.  In the event that Landlord does not elect to commencerepairs within twenty(20) days, or repairs cannot be madeunder current laws and regulations, either party may terminate this Lease uponten (10) days written notice.  A total destruction, including any destructionrequired by any authorized public authority, of either the Premises or theBuilding, shall terminate this Lease.  Landlord shall not be required to repairany property installed in the Premises by Tenant nor to repair any portion ofthe Premises for which insurance proceeds are not paid to Landlord.  To the extent Landlord receives insurance proceeds tocover all or a portion of the rent which would have been due from Tenant, theamount of rent due from Tenant shall be reduced by the amount of such insuranceproceeds paid that are allocable to the Premises leased hereunder during thetime period such insurance proceeds are paid to Landlord.  Nothing in Section 9.1 shall authorize abatement orreduction of rent because of total or partial destruction arising out of thewillfulacts of omission or commission by Tenant.

 

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**9.2  Condemnation.** If any part of thePremises shall be taken or condemned for a public or quasipublic use, and apart thereof remains which is susceptible of occupation hereunder, this Leaseshall, as to the part so taken, terminate as of the date title shall vest in acondemnor, and the Rent payable hereunder shall be adjusted so that the Tenantshall be required to pay for the remainder of the Term only such portion ofsuch Rent as the number of square feet in the part remaining after thethereupon terminate.   

Notwithstanding anythingherein to the contrary, Tenant may elect to terminate this lease in the eventof condemnation upon sixty (60) days written notice to Landlord.

**10.DEFAULTS AND REMEDIES**

**10.1 Events of Default.** The following eventsshall be deemed to be events of default by Tenant under this Lease:  (i) Tenant shall fail to pay any rentor any other sums of money due hereunder and such failure shall continue for aperiod of ten (10) days after the date such sum is due;  (ii) Tenant shallfail to comply with any provisions of this Lease or any other agreement betweenLandlord and Tenant, all of which terms, provisions and covenants shall bedeemed material; (iii) the leasehold hereunder demised shall be taken onexecution or other process of law in any action against Tenant; (iv) Tenantshall fail to promptly move into, take possession of, and operate its businesson the premises when the Premises are ready for occupancy or shall cease to dobusiness in or abandon any substantial portion of the Premises; (v) Tenantshall become insolvent or unable to pay its debts as they become due, or Tenantnotifies Landlord that it anticipates either condition; (iv) Tenant takes anyaction to, or notifies Landlord that Tenant intends to file a petition underany section or chapter of the National Bankruptcy Act, as amended, or under anysimilar law or statute of the United States or any state thereof, or a petitionshall be filed against Tenant under any such statute or Tenant or any creditorof Tenant notifies Landlord that it knows such a petition will be filed ortenant notifies Landlord that it expects such a petition to be filed; or (vii)a receiver or trustee shall be appointed for Tenant's leasehold interest in thePremises or for all or a substantial part of the assets of Tenant.

**10.2  Remedies.**  In the event of any default orbreach by Tenant, and if such breach isa non-monetary breach shall have continued for a period offifteen(15) days after the Landlord shallhave given written notice by certified or registered mail to the Tenant at itsoffice address set forth in Section 1.1 hereof, then, in such event, Landlordshall have the option to pursue any one or more of the following remedies:

10.2.1  Landlord shall have theright to cancel and terminate this Lease and dispossess Tenant.

10.2.2  Landlord shall have theright without terminating or canceling this Lease to declare allamounts and rents due under this Lease for the remainder of the existing term(or any applicable extension or renewal thereof) to be immediately due andpayable, and thereupon all rents and other charges due hereunder to the end ofthe initial term or any renewal term, if applicable, shall be accelerated, provided, however, if Landlord elects to accelerate therental payments, Landlord shall have a duty to use its good faith efforts tomitigate its damages..

10.2.3  Landlord may elect to enterand repossess the Premises and relet the Premises for Tenant's account, holdingTenant liable in damages for all expenses incurred in any such reletting andfor any difference between the amount of rent received from such reletting andthat due and payable under the terms of this Lease.

10.2.4  Landlord may enter upon thePremises and do whatever Tenant is obligated to do under the terms of thisLease (and Tenant agrees to reimburse Landlord on demand for any expenses whichLandlord may incur in effecting compliance with Tenant's obligations under thisLease and Tenant further agrees that Landlord shall not be liable for anydamages resulting to the Tenant from such action.)

10.2.5  All such remedies ofLandlord shall be cumulative, and, in addition, Landlord may pursue any otherremedies that may be permitted by law or in equity.  Forbearance by Landlord toenforce one or more of the remedies herein provided upon an event of defaultshall not be deemed or construed to be a waiver of such default.

10.2.6  In addition to the specificremedy or remedies elected by Landlord in the event of Tenant's default,Landlord shall be entitled to recover from Tenant all damages incurred byLandlord by reason of Tenant's default, including, but not limited to, the costof recovering possession of the Premises; expenses of reletting; all court costs and reasonable attorney's fees; and thatportion of the leasing commission paid by Landlord and applicable to theunexpired term of this Lease.  Unpaid installments of rent or other sums shallbear interest from the date due at the lesser of 15% per annum or the maximumlawful rate.

10.2.7  This Section 10.2 shall beenforceable to the maximum extend not prohibited by applicable law, and theunenforceability of any portion hereof shall not thereby render unenforceableany other portion.

**10.3  Abandonment of Premises**.  Landlord and Tenant agree thatfor the purposes of this Section 10 abandonment of the demised premises shallhave occurred if (i) the Landlord reasonable believes that the Tenant has beenabsent from the demised premises for a period of thirty (30) consecutive days,and (ii) the rent is not current and (iii) ten (10) days has elapsed sinceservice of three (3) day notice in writing by Landlord upon Tenant requiringpayment of rent or the possession of the Premises.

**10.4 Holdover by Tenant.**  If Tenant should remain inpossession of the Premises after the expiration of the Lease Term and withoutexecuting a new lease, then such holding over shall be construed as a tenancyat sufferance at an Annual Minimum Rent **DOUBLE** that set forth in Section1.1 hereof, and subject to all other conditions, provisions and obligations ofthis Lease insofar as the same are applicable to a tenancy at sufferance.

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**10.5  Landlord's Right to CureDefaults.**  TheLandlord may, but shall not be obligated to cure at any time, without notice,any default by the Tenant under this Lease; and, whenever the Landlord soelects, all costs and expenses incurred by the Landlord in curing such default,including, without limitation, reasonable attorney's fees, together withinterest on the amount of costs and expenses so incurred at the lesser of 15% per annum or the then maximum lawful rate shall be paid by the Tenant to theLandlord on demand and shall be recoverable as an Additional Assessment.

**10.6  Waiver.**  The waiver by Landlordof any breach of any term, covenant or condition herein contained shall not bedeemed to be a waiver of any other or any subsequent or continuing breach ofthe same or any other term, covenant or condition herein contained.  Thesubsequent acceptance of Rent hereunder by Landlord shall not be deemed to be awaiver of any preceding breach by Tenant of any term, covenant or condition ofthis Lease, other that the failure of Tenant to pay the particular rental soaccepted, regardless of Landlord's knowledge of such preceding breach at thetime of acceptance of such Rent.

**11.  MISCELLANEOUSPROVISIONS**

**11.1  Notices.**  Any notice or demand fromthe Landlord to the Tenant or from the Tenant to the Landlord shall be inwriting and shall be deemed duly delivered if mailed by registered or certifiedmail, return receipt requested, addressed, if to the Tenant, at the address ofthe Tenant or such other address as the Tenant shall have last designated bywritten notice to the Landlord: if to the Landlord, at the address of theLandlord or such other address as the Landlord shall have last designated bywritten notice to the Tenant.  Notices shall be deemed delivered when mailed inthe manner prescribed above.

**11.2  EstoppelCertificates.**  The Tenant agrees that it will within ten (10) days followingwritten notice by the Landlord, execute, acknowledge and deliver to theLandlord a statement in writing certifying that this Lease is unmodified and infull force and effect (or if there have been any modifications, that the sameis in full force and effect as modified, stating the modifications) and thedates to which the Rent and all other payments due hereunder from the Tenanthave been paid in advance, if any, and stating whether or not, to the bestknowledge of the Tenant, the Landlord is in default in the performance of anycovenant , agreement or condition contained in this Lease and, if so, specifyingeach such default.  The failure of the Tenant to execute, acknowledge anddeliver to the Landlord a statement in accordance with the provisions of thisSection will constitute a breach of this Lease by the Tenant.

**11.3  Applicable Law andConstruction.**  The laws of the State of Florida shall govern the validity,performance and enforcement of this Lease.  The covenants and undertakingcontained herein are independent, not dependent covenants, and the invalidity orunenforceability of any provision of this Leaseshall not affect or impair any other provision.  All negotiations,considerations, representations and understandings between the parties areincorporated in this Lease.  The headings of the several articles and sectionscontained herein are for convenience and do not define, limit or construe thecontents of such articles or sections.

**11.4   Subordination.**

11.4.1  This Lease issubject and subordinate to any ground lease, mortgage, deed or trust, or any other hypothecation for security now or hereafter placed upon the realproperty, of which the premises are a part, and to any and all advances made onthe security thereof, and to all renewals, modifications, consolidations,replacements and extensions thereof.  In confirmation of such subordination,the Tenant shall promptly execute any certificate that the Landlord mayrequest.   

11.4.2  At the option ofthe Landlord, or any successor Landlord or the holder of any mortgage affectingthe Premises, the Tenant agrees that neither the foreclosure of a mortgageaffecting the Premises nor the institution of any suit, action, summary orother proceeding against the Landlord herein, or any successor Landlord, or anyforeclosure proceeding brought by the holder of any such mortgage to recoverpossession of such property shall, by operation of law or otherwise, result inthe cancellation or termination of this Lease or the applications of Tenanthereunder, and upon the request of any such Landlord, successor Landlord or theholder of such mortgage, Tenant covenants and agrees to execute an instrumentin writing satisfactory to such Landlord, successor Landlord, or to the holderof such mortgage, or to the purchaser of the mortgaged premises in foreclosure,whereby Tenant attorns to such successor in interest.  No mortgagee orpurchaser at foreclosure sale shall be liable to Tenant or subject to offsetsor defenses arising as a result of acts or omissions of a prior owner.

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**11.5  Landlord'sLiability.**  The liability under this Lease of Landlord shall be limited to TwoMillion and NO/100 Dollars ($2,000,000.00);and Tenant, its successors and assigns, hereby waive all rights to proceedindividually against any of Landlord's partners, officers, directors orshareholders.  The term "Landlord, as used in this Section, shall meanonly the owner or owners at the time in question of the fee simple title or itsinterest in a ground lease of the Premises, and in the event of any transfer ofsuch title or interest Landlord (and in case of any subsequent transfers, and thengrantor) shall be relieved from and after the date of such transfer of allliability with respect to Landlord's obligations under this Lease, providedthat any funds in the hands of Landlord (or the then grantor at the time ofsuch transfer) in which Tenant has an interest, shall be delivered to thegrantee.  The obligations to be performed by Landlord shall, subject to theforegoing, be binding on Landlord's successors andassigns only during their respective periods of ownership, and no successor Landlordshall have liability to Tenant with respect to defaults hereunder occasioned bythe acts or omissions of any predecessor Landlord.

**11.6  No Oral Changes.**  This Lease shall notbe changed or terminated orally, but only upon an agreement in writing signedby the parties hereto.

**11.7  No Representationby Landlord.**  The Landlord or the Landlord's agents have made norepresentations, warranties or promises with respect to the Premises or theBuilding, except as herein expressly set forth.  This Lease specificallysupersedes any prior written or oral communications between Landlord and Tenantor any of their agents.

**11.8  Parking.**  The Tenant shall beentitled to park in common with other tenants of Landlord.  Tenant agrees notto overburden the parking facilities and agrees to cooperate with Landlord andother tenants in the use of the parking facilities.  

At the current time noparking spaces are assigned, however, if Landlord does designate parking spacesin the future, Tenant shall be assigned a sufficient number of spaces toaccommodate its employees as well as a reasonable number of guest spaces in theimmediate vicinity of the leases premises.  

**11.9  Recording ofLease.** This Lease shall not be recorded by the Tenant.  However, it may be recorded byLandlord at Landlord's option.  If this Lease is recorded by the Tenant withoutthe written consent of the Landlord, then this Lease may, at any time withoutnotice and whenever the Landlord so elects, be declared by Landlord null andvoid.

**11.10  Joint Obligation.**  If there is more thanone tenant, the obligations hereunder imposed upon Tenant shall be joint andseveral.

**11.11  Time.** Time is of the essenceof this Lease and each and all of its provisions in which performance is afactor.

**11.12  Quiet Possession.** UponTenant paying the Rent reserved hereunder and observing and performing all ofthe covenants, conditions and provisions on Tenant's part to be observed andperformed hereunder, Tenant shall have quiet possession of the Premises for theentire term hereof.

**11.13  SpecialProvisions.**  

**11.13.1 Special Provisions.** Special provisions ofthis Lease are attached hereto and made a part hereof as Exhibit"E".  If none, so state in the following space ______________________.

**11.14  Premises to be Maintained.**Landlord will maintain buildings andgrounds in a manner consistent with current standards at the Property. 

IN WITNESS WHEREOF, theLandlord and the Tenant have hereunto executed this Lease as of the day andyear first above written.  Individuals signing on behalf of a principal warrantthat they have the authority to bind their principals.  This Lease shall bebinding upon the undersigned, and the successors, heirs, executors andadministrators of the undersigned, and shall insure to the benefit of theLandlord, and its successors and assigns.

 

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SIGNED, SEALED AND DELIVERED IN THE PRESENCEOF:

LANDLORD:

HIBISCUS OFFICE PARK, L.L.C., a Florida limitedliability company

 

**BY:                        **/s/ Hugh M. Evans, Jr.                                                                        **NAME:                   **Hugh M. Evans, Jr.**                                                                             ****TITLE:                    **Member **                                                                                               **

 

**TENANT:**

THE GOLDFIELD CORP.

**BY:                        **/s/ John H. Sottile**                                                                                 ****NAME:                   **John H. Sottile**                                                                                     ****TITLE:**                     President