Exhibit 10.11


    
      
        

      

    

     

    Exhibit
      10.11


    COMMERCIAL
      LEASE AGREEMENT

    


    THIS
      Lease is executed, made, delivered and entered into this 10th
      day of
January,
      2005,
      by and
      between The 6015,
      LLC
      (hereinafter collectively referred to as "Landlord"
      or "Lessor") and Morgan
      Beaumont, Inc., (hereinafter
      referred to as "Tenant" or "Lessee"), who agree as follows:

    


    RECITALS:

    


    Landlord
      demises, leases and lets to Tenant those certain leased premises consisting
      of
      the first floor of the HENSON
      OFFICE CENTER,
      (hereinafter referred to as "Center") in Manatee County, Florida, with a common
      street address of 6015
      31st Street
      East, Bradenton Florida. 34203
      (hereinafter referred to as "Unit"). The Tenant acknowledges that said leased
      premises contains a lobby/reception area that shall be jointly utilized by
      the
      Tenant and any tenant(s) or other occupant(s) of the first or second floor
      of
      the Center. Said lobby/reception area is outlined in blue or heavy (triple
      width) line on the attached floor plan marked Exhibit "A" and incorporated
      herein by reference.

    


    The
      leased premises are to be utilized by the Tenant only for the purpose of:
Company
      head quarters for computer hardware & software development.

    The
      business to be operated thereon is to be known as: Morgan
      Beaumont Inc. .

    


    The
      Unit
      consists of approximately 10,125
      sq. ft.
      based on outside of wall to outside of exterior wall dimensions, and centerline
      of divisional wall dimensions. The leased premises are outlined in red or heavy
      (double width) line on the attached floor plan marked Exhibit "A" and
      incorporated herein by reference. The aforementioned estimate of the square
      footage of the Unit is merely an estimate. Said estimate is not intended to
      be,
      and shall not be, relied upon by Tenant for any purpose. This Lease is entered
      into upon the following terms and conditions, all of which the parties hereto
      covenant to observe, keep and perform:

    


    
      	 	
              1.
                TERM:

            	
              This
                Lease shall commence on the ........1st
                day
                of February,
                2005 ,
                

              and
                shall expire at midnight EST on the......... 31st
                day
                of January,
                2008 ,

            


    

    unless
      extended or renewed pursuant to the provisions contained herein (if any), or
      unless it is sooner terminated as provided for in this Lease and/or Florida
      Law.

    


    2.
       RENT
      NOTE: All
      rentals
      provided for herein shall be PLUS all applicable sales or use
      taxes.

    


    A.
      BASE RENT.
      Tenant
      shall pay monthly Base Rent in the amount of $8,937.50.
      Plus
      Estimated Monthly Additional Rent Charge from Paragraph 2-B in the amount of
      $
1,814.06
      ,
      monthly
      Special Rent Charge from Paragraph 2-C in the amount of $ N/A Plus Sales
      Tax of $ 698.85,
      for a
      total of $ 11,450.41
      per
      month

    


    ANY
      RENTAL PAYMENT RECEIVED BEARING A POSTMARK DATED ON OR BEFORE THE FIRST OF
      THE
      MONTH FOR WHICH IT IS DUE, SHALL BE ENTITLED TO A DISCOUNT
      OF
      $
      500.00
      and such
      properly dated, received and discounted payment shall be deemed to have been
      paid as satisfaction in full of that month's Base Rent as set forth herein
      above
      in Paragraph 2-A.,

    
      	 	
              i.e.

            	
              $
                10,917.91
                ,
                if paid on time (included discounted base rent $
                8,437.50 ,
                and sales tax $ 666.35)

            


    

    
      	 	 	
              $
                11,450.41
                ,
                if Delinquent No discount shall be applicable towards the additional
                or
                Special Rent charges.

            


    

    


    
      	 	
              NOTE:

            	
              POSTMARK
                ON ENVELOPE SHALL BE DATE
                DETERMINANT.

            


    

    


    Monthly
      rent is due and payable in advance without demand on the first (1st) day of
      each
      calendar month during the term of this Lease. Any rental payments not received
      by the seventh (7th) day of the month for which doe and bearing a postmark
      later
      than the first (1st) of that month, shall be subject to a five percent (5%)
      penalty due and payable as additional rent immediately If said term shall
      commence on a day other than the first (1st) day of the month, then the first
      rentals due hereunder shall be prorated for the balance of said commencement
      month on a per diem basis.

    


    If
      Tenant
      shall be in default in the payment of rent more than ten (10) days, Landlord,
      in
      addition to all other remedies, at its option, shall have the right,
      notwithstanding any former waiver, to give written notice to Tenant that Tenant
      shall vacate premises.

     

    Landlord's
      Initials             
 Tenant's
      Initials              


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    LANDLORD
      HEREBY ACKNOWLEDGES RECEIPT OF SUMS AS FOLLOWS:

    


    
      	 	
              1.

            	
              $                            

            	
              as
                prorated rent for balance of commencement
                month.

            


    

    
      	 	
              2.

            	
              $
                9,103.85             

            	
              as
                first months rent for month of March, 2005 . (INCLUDES SALES
                TAX)

            


    

    
      	 	
              3.

            	
              $
                9,103.85            
                 

            	
              as
                last months rent for month of January, 2008 . (INCLUDES SALES
                TAX)

            


    

    
      	 	
              4.

            	
              $
                5125.00               

            	
              as
                Security Deposit as required
                herein.

            


    

    
      
        	 	
                5.

              	
                $
                  3,628.12            
                   

              	
                as
                  estimated Additional Rent Charges for First & Last months of this
                  term.

              


      

    

    
      	 	
              6.

            	
              $ 
                N/A                 
                 

            	
              as
                Special Rent Charges for First month of this
                term.

            


    

    
      	 	
              7.

            	
              $  N/A                
                 

            	
              as
                Restoration Guarantee.

            


    

    TOTAL
       $
      26,960.82            received.
                                        
       ,
                       
      .by
                                                                       
      .

    The
      TOTAL, as specified above, is due and payable in full upon the execution of
      this
      Lease.

    


    No
      payment by Tenant, or receipt by Landlord, of a lesser amount than any
      installment or payment of monies due pursuant to this Lease shall be deemed
      to
      be anything other than a partial payment to be applied to the balance of any
      monies then owed by Tenant to Landlord, and no endorsement or statement on
      any
      check or payment of any such payment shall be deemed to effectuate an accord
      and
      satisfaction. Landlord may accept any such check, installment or payment without
      prejudice to any rights of Landlord pursuant to he terms of this Lease or
      Florida Law, including, but not limited to, Landlord's right to recover the
      balance owed by Tenant to Landlord at the time of any such payment,, or to
      pursue any other remedies available to Landlord pursuant to the terms of this
      Lease and/or Florida Law relevant to Tenant's failure to pay the entire balance
      then due and owing pursuant to the terms of this Lease.

    


    Provided
      that the above Total sum of $ 26,960.82
      is paid in full and this Lease is in full force and effect, Landlord, as a
      condition of this Lease, hereby waives the monthly rent due for the months
      of
February,
      2005
      only.

    


    B.
      ADDITIONAL RENT.
      Tenant
      agrees to pay as Additional Rent, as hereafter provided, Tenant's proportionate
      share of the cost of the operation and maintenance of the Center, including,
      but
      not limited to: Fire and Extended Coverage Insurance covering all improvements
      in the Center on a full replacement cost basis insuring against all risks;
      Public Liability Insurance for the combined single limit coverage of not less
      than Two Million Dollars ($2,000,000.00)(Tenant agrees to not use the premises
      in such a manner as to increase the premiums for such insurance. Should Tenant's
      use of the premises invoke an increase of insurance premiums above those paid
      in
      the previous premium term, the Tenant herewith agrees to reimburse Landlord
      for
      the full amount of such additional premium cost immediately upon Landlord's
      presentation of such premium notice to Tenant); all real estate, ad valorem,
      non-advolorem, personal property, and tangible taxes or special assessments
      levied or assessed by any lawful authority or the Henson Industrial Park,
      against all of the real estate which is now, or may later become a part of
      the
      Center; normal maintenance and repair of the Center, roof and other common
      areas
      of the Center, including, but not limited to, repair and replacement of the
      common area lighting, plumbing, sewage system, irrigation systems, elevator,
      parking area maintenance, domestic water system; all supplies, tools, equipment
      and materials used in the operation of the Center; the cost of all maintenance
      and service agreements for the Center and the equipment therein/thereon,
      including, but not limited to alarm service, security service, window cleaning,
      landscape services, trash removal, and janitorial service; illumination of
      the
      common areas of the Center, including, but not limited to, all parking areas:
      security services fire alarm devices, and similar charges relevant to the
      Center, all management and supervision costs, fees and expenses; janitorial
      and
      cleaning labor related to the common areas of the Center; and supplies relevant
      to the Center ; the cost of repairs and general maintenance of the Center,
      amortization of the cost of the installation of capital investment items which
      are installed for the purpose of reducing operating expenses, increasing Tenant
      safety or which may be required by governmental authority, all costs which
      relate to the installation of investment items required by governmental
      authority or for the purpose of increasing Tenant safely shall be amortized
      over
      the reasonable life of the capital investment item, with the reasonable life
      and
      amortization schedule being determined in accordance with generally accepted
      accounting principles and in do event to extend beyond the reasonable life
      of
      the building in which the leased premises are located or the Center; and all
      utility charges pertaining to the Center, The reimbursable costs set forth
      in
      Paragraph 8-E of this Lease, relevant to the heating and air conditioning
      systems, shall also be deemed to he an item(s) of Additional Rent as
      contemplated by this Paragraph 2-B and same shall be paid by Tenant to Landlord
      in accordance with the terms of this Paragraph 2-B. Tenant shall pay the
      Additional Rent charges and expenses contemplated by this Paragraph 2-B based
      upon a ratio of the square footage leased by the Tenant, divided by the net
      rentable square footage of the building in which the leased premises are
      located. It is agreed that the leased premises' square footage is 10,125 square
      feet This number is to be divided by the net rentable square footage of the
      building in which the leased premises are located, which consists of
40,000
      square
      feet.

     

    Landlord's
      Initials             
 Tenant's
      Initials              

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    Landlord
      shall estimate the Tenant's share of said expenses and charges for each year
      of
      this Lease, and any extensions or renewals of same, based upon said charges
      and
      expenses that Landlord charged Tenant in the immediately preceding year, and
      One-Twelfth (1/12) of such annual charges shall be paid by Tenant as Additional
      Rent, along with the Base Monthly Rent herein referred to, to be paid each
      and
      every month of the Lease term and any extensions or renewals of
      same.

    In
      order
      to adjust estimated payments (paid as Additional Rents), to actual expenses,
      between January 1st and 30th of each year of the term of this Lease, and any
      extensions or renewals of same, Landlord shall furnish to Tenant a budget of
      the
      costs expended for the above-referenced Additional Rent charges for the
      preceding calendar year, and there shall he an adjustment between Landlord
      and
      Tenant, with payment to Landlord of the amount by which prorated Additional
      Rent
      is exceeded by actual prorated expenses, or repayment by the Landlord to the
      Tenant if estimated payments exceed prorated expenses. Said sums shall be due
      and payable from either party within fifteen (15) days after receipt of notice
      of said adjustment

    


    C.
      SPECIAL RENT.
      If
      Tenant requires Special Services or Fees outside of the normal rental
      arrangements and these are to be provided by Landlord and reimbursed by Tenant,
      such as, extra trash service, extraordinary water usage, special security
      services (Tenant acknowledges that Landlord is under no duty or obligation
      to
      provide security services or protection for the Center and/or the leased
      premises, unless Landlord specifically agrees in writing to provide any such
      services), additional hours of Common Area lighting, either internal or external
      to the structure, etc., same shall be noted and described herein below, together
      with the estimated monthly charge relevant to same. Said Special Services or
      Fees shall be treated as a Special Rent and same shall be paid by .Tenant to
      Landlord on a monthly basis in the same manner as the Additional Rent as set
      forth in Paragraph 2(B) above. Said Special Rent is in addition to the Base
      Rent
      and Additional Rent charges identified in Paragraphs 2(A) and 2(B)
      above.

    


    
      	
              Item:
                

            	
              N/A

            	 	
              $

            	  

	
              Item:

            	  
	 	
              $

            	  

	
              Total
                of Monthly Special Rent:

            	 	
              $

            	  



    

    (This
      Special Monthly Rent charge shall be paid each month as rent is
      paid.)

    


    D.
      ADJUSTMENT TO BASE RENT.
      During
      the original term hereof and any and all renewals or extensions, the Base Rent
      shall be increased annually to compensate for changes in the cost of living
      as
      computed by reference to the United State Department of Commerce, Consumer
      Price
      Index Figure, (U.S. All Urban Consumers), (CPI) 1982-84 = 100) Adjustments
      to
      the Base Rent shall be computed on the Anniversary Date of this Lease using
      the
      most recently published CPI figure for the month, of October. 2004, which month
      shall be known as the "Calculation Month", and on each and every Anniversary
      Date of this Lease during the original term and any renewals thereof Each
      adjustment shall be in effect commencing from the Anniversary Date until the
      next Anniversary Date. In the event this price index is discontinued, the
      parties hereto shall accept related comparable statistics on the cost of living
      as computed and published by an agency of the United States Government or by
      a
      responsible financial periodical of recognized authority to be selected by
      Landlord. The Base Rent for that one (1) year term shall be arrived at by
      multiplication of the Base Rent as specified in Paragraph 2-A herein, by a
      factor obtained by dividing the Cost of Living Index figure for the Calculation
      Month immediately preceding the Anniversary Date by the Cost of Living Index
      Figure for the Calculation Month identified above (October, 2004 ). The Quotient
      so obtained shall be known as the Base Rent Adjustment Factor. (To avoid
      misunderstanding, it is agreed herein that the CPI figure for the Calculation
      Month of October,
      2004 ,
      is
190.9).
      The
      Base Rent from Paragraph 2-A herein shall then be multiplied times this factor
      to obtain the Base Rent for the upcoming one (1) term. It is the intent by
      this
      action that the Adjustment be equal to any Cost of Living Increase, adjusted
      annually on the Anniversary Date of this Lease, or Five Per Cent (5%), whichever
      is greater. The last month's rent held by Landlord will be adjusted annually
      based upon this Paragraph.

    


    E.
      MISCELLANEOUS RENT PROVISIONS,
      All
      payments by Tenant to Landlord of any monies required to be paid pursuant to
      the
      terms of this Lease shall be made to Landlord as the same becomes due, in lawful
      money of the United States, payable to the order of:

    


    1st
      PROPERTY GROUP, INC.

    C/O
      6015, LLC

    380
      INTERSTATE COURT SUITE 206

    SARASOTA,
      FL 34240


    or
      to
      such other entity and/or location place as Landlord may direct in writing,
      Nothing in this Lease shall be construed so as to be, or create, a partnership
      or joint venture between the parties hereto. All monies to be paid by Tenant
      to
      Landlord pursuant to the terms of this Lease, including, but not limited to,
      Base Rent, Additional Rent, and Special Rent for the term of this Lease and
      any
      extensions and/or renewals of same, shall be absolutely net and paid to Landlord
      without any counterclaim, setoff; deduction or defense which Tenant may have,
      and without abatement, suspension, deferment, diminution or reduction by reason
      thereof.

     

    Landlord's
      Initials             
 Tenant's
      Initials              

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    3. UTILITIES:
      Tenant
      shall be solely responsible for and shall promptly pay all charges and expenses
      for any and all utilities supplied to the leased premises and the Center,
      including, but not limited to, gas, telephone, trash removal, domestic water
      & sewer, and electricity. With the exception of charges for domestic water
      and sewage and electricity, charges and expenses for ail utilities shall be
      promptly paid by Tenant directly to the providers) of said utilities. With
      regard to charges and expenses for domestic water and sewage and electricity
      to
      the leased premises and the Center, Landlord shall pay for said charges and
      expenses to the utility providers, but Landlord shall be reimbursed by Tenant
      for said charges and expenses on a monthly basis. On a monthly basis, for the
      duration of the original term of this Lease and any extensions and/or renewals
      of same, Landlord shall invoice Tenant for Tenant's proportionate share of
      the
      previous month's expenses for domestic water & sewage and, electricity.
      Within ten (10) days of the date on each such invoice, Tenant shall tender
      payment to Landlord of the invoiced amount Tenant's proportionate share of
      all
      such charges for domestic water & sewage & electricity to the Center
      shall he based upon the percentage that Tenant's leased premises' square footage
      comprises of the total rented and occupied square footage of the Building in
      any
      given month during the term of the tenancy created by this Lease, and any
      extensions and/or renewals of same.

    


    4. LANDLORD
      ACCESS:
      Landlord
      shall have the right to eater the leased premises periodically and shall have
      access to the leased premises at reasonable hours for inspection and/or to
      make
      any repairs or replacements required of Landlord. Landlord shall have tie right
      at any reasonable time, to be determined in Landlord's sole discretion, to
      enter
      in or about the leased premises to ascertain Tenant's compliance with federal,
      state and local laws, ordinances, regulations, and to access the roof. Landlord
      shall be permitted access at any time, in the event Landlord deems that an
      emergency exists with regards to the Center and/or the leased
      premises.

    


    5. PERMITS,
      REMODELING, OR ALTERATIONS:
      Tenant
      has visited and inspected the leased premises and accepts same in its current
      condition and deems said leased premises to be suitable for Tenant's intended
      use. No warranties have been made by Landlord, or on Landlord's behalf, relevant
      to the condition, conformity with zoning codes, or suitability of the leased
      premises for Tenant's intended use.

    


    All
      licenses, permits and fees required for the Tenant's intended use of the
      premises shall be obtained by Tenant at Tenant's sole cost and
      expense.

    


    NOTE:
      TENANT SHALL SUBMIT TO LANDLORD, FOR LANDLORD'S REVIEW OF SAME, ALL APPLICATIONS
      FOR BTJILDING PERMITS OR CERTIFICATES OF OCCUPANCY AT LEAST FIVE (5) DAYS BEFORE
      TENANT'S SUBMISSION OF SAME TO THE APPROPRIATE GOVERNMENTAL AGENCY. LANDLORD
      SHALL HAVE FULL AUTHORITY TO DENY THE SUBMISSION OF ANY SUCH APPLICATION, IF,
      W
      LANDLORD'S SOLE JUDGMENT, SUCH APPLICATION WOULD CREATE A HARDSHIP ON THE CENTER
      OR DEVIATE FROM LANDLORD'S DESIRED APPEARANCE OF THE CENTER AND/OR THE LEASED
      PREMISES. LANDLORD'S APPROVAL, OF THE TENANT'S SUBMISSION OF ANY SUCH
      APPLICATION TO THE APPROPRIATE GOVERNMENTAL AGENCY, SHALL BE ACKNOWLEDGED BY
      LANDLORD PLACING SAME'S INITIALS ON ANY SUCH APPLICATION.

    


    Tenant,
      at its sole cost and expense, may at any time, after obtaining the written
      consent of Landlord, remodel, make alterations to, mate improvements to, and/or
      install fixtures to the leased premises that are pertinent to Tenant's conduct
      of business on the leased premises, provided that Tenant or Tenant's agents
      or
      employees comply with all laws, ordinances and requirements of any and all
      Federal, State, County, and Municipal authorities, and Board of Fire
      Underwriters. Any such remodeling, alterations, and/or improvements shall
      include, but shall not be limited to, replacing the carpet, painting, paneling,
      wallpapering, modifying the sprinkler system(s), and/or in other manner changing
      the appearance of the leased premises. Provided further, however, that Tenant
      shall submit to Landlord, for Landlord's review and approval of same, all plans
      and specifications for any such proposed remodeling, alterations, improvements,
      and/or attachments of fixtures to the leased premises, at least fifteen (15)
      days prior to Tenant undertaking any action(s) to effectuate any such
      remodeling, alterations, improvements, and/or attachment of fixtures to the
      leased premises. Landlord shall, in his sole discretion, have full authority
      and
      the right to withhold his consent to any such matters. Any such work shall
      be
      performed by competent workmen operating under proper licenses and/or permits
      as
      required by law. Positively NO work on the electrical systems of the premises
      may be performed except by a duly licensed electrician, who shall obtain the
      required permits and have the work properly inspected by appropriate Government
      authorities. All contractors hired shall execute a No-Lien Agreement and tender
      the same to Landlord before work commences. All alterations, improvements and
      additions (exclusive of fixtures not permanently mounted) shall belong to and
      become the property of the Landlord and must be regarded, for purposes of this
      Lease, as part of the leased premises. Notwithstanding any thing contained
      herein to the contrary, Tenant is prohibited
      from
      making any structural changes to the Center and/or the leased premises, which
      said structural changes shall include, but shall not be limited to, load bearing
      walls, foundations, structural components of the Center, exterior walls and
      the
      roof of the Center.

     

    Landlord's
      Initials             
 Tenant's
      Initials              

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    NOTE:
      NO
      ONE MAY WALK OR TRESPASS UPON THE ROOF OF THE BUILDING
      without
      the prior express written consent of the Landlord or his agent designated
      herein, and no structures of any type, including sign mounts, satalite or
      communication dishes, may be erected on the roof or its coping.

    


    6. SECURITY
      DEPOSIT:
      Tenant,
      simultaneously with Tenant's execution, of flu's Lease, shall deposit with
      Landlord the stun of $
      5,125.00
      (as is
      set forth in Paragraph. 2A above) to be held by Landlord without interest as
      security for Tenant's faithful performance of all of Tenant's obligation
      pursuant to the terms of this Lease and any extensions or renewals of same.
      It
      is expressly understood agreed to by the parries hereto that such deposit is
      NOT
      an advance payment of rent or a measure of Landlord's damages in the event
      of a
      default by Tenant of same's obligations hereunder. Upon the occurrence of any
      event of default by Tenant, Landlord may, from time to tune, without prejudice
      to any other remedy provided herein or provided by law, use the Security Deposit
      to the extent necessary to make good any back rent and/or any other damage,
      injury, expense or liability caused to Landlord by such event of default Should
      all or any part of said Security Deposit be utilized or applied by Landlord
      to
      any default of Tenant, Tenant shall pay to Landlord, upon demand, the amount
      so
      utilized or applied in order to restore the Security Deposit to its original
      amount Tenant's failure to so restore said Security Deposit, within ten (10)
      days alter demand by Landlord for said restoration, shall constitute a default
      under this Lease. On termination of this Lease, Landlord may conduct an
      examination of the leased premises. Landlord shall notify Tenant of any damage
      to the leased premises and/or the Center, other than normal wear and tear,
      and
      Tenant's shall have ten (10) days from the date of said notification to correct
      said damage, In the event Tenant fails to correct any such damages within said
      ten (10) days, Landlord shall have the option of effectuating said corrections
      and paying for same from Tenant's Security Deposit, (Should Tenant's Security
      Deposit be insufficient to effectuate any such repairs, Paragraph 8(E) of this
      Lease shall apply.) After such repairs, the leased premises shall be reinspected
      by Landlord to determine the adequacy of any such repairs and the condition
      of
      the leased premises. After the leased premises have been corrected to the
      satisfaction of Landlord, in his sole discretion, any remaining Security Deposit
      balance shall be returned to Tenant within fifteen (15) days after Landlord's
      approval of the corrections to the leased premises.- Landlord may deliver or
      assign the Security Deposit to any purchaser or transferee of Landlord5 s
      interest in the leased premises, and, in the event such interest is sold,
      transferred or otherwise conveyed, Landlord shall be discharged from any further
      liability to Tenant with respect to the Security Deposit referenced herein
      and
      Tenant's right to the return of any such Security Deposit, not previously
      utilized or applied by Landlord in accordance with this Paragraph 6, shall
      be
      solely against Landlord's grantee, assignee or other individual or entity
      acquiring Landlord's said interest in the leased premises.

    


    7. DAMAGE
      OR DESTRUCTION:
      In the
      event the leased premises are damaged or destroyed by reason of fire or other
      casualty so as to render the premises untenantable for a period of time in
      excess of ninety (90) days, at the option of either the Landlord or the Tenant,
      this Lease shall terminate. If the Landlord and Tenant cannot agree as to
      whether the premises are untenantable for a period of time in excess of ninety
      (90) days, said issue shall be resolved by arbitration. In such event, the
      Landlord and Tenant shall each choose an arbitrator within five (5) days after
      either has notified the other in writing of such damage and same's opinion
      of
      untenantability. The two arbitrators shall elect a third arbitrator, and the
      decision of any two of them on said issue shall be conclusive and binding upon
      both parties hereto.

    


    8. COVENANTS,
      CONDITIONS AND RESTRICTIONS:
      The
      parties hereto agree to the following covenants, conditions, and
      restrictions.

    


    A. COMMON
      AREAS. Common Areas snail at all times remain under the control of the
      Landlord.

    Parking:
      Throughout the term of this Lease and any extensions or renewals of same,
      parking facilities shall be provided by Landlord at the Center. Tenant's
      employees shall make reasonable efforts to park in the side areas or across
      the
      street in order to save the "front" parking for customers' and visitors use.
      Parking spaces, along with reasonable ingress and egress thereto and therefrom,
      shall be used by Tenants of the Center their invitees and patrons, in common.
      Upon the failure of the Tenant, or its employees, to cooperate in saving "prime"
      parking for customers' use to the detriment of the other Tenants, Landlord
      reserves the right to designate specific parking spaces for the use of any
      Tenant of the Center and its employees. Under no circumstances, without the
      prior written consent of Landlord, shall Tenant permit or maintain a
      non-operational vehicle at the leased premises or permit any vehicle not
      utilized in the normal and routine operation of Tenant's business to be in
      or
      about the Center's property over-night Proper utilization of parking spaces
      is
      essential to efficient and profitable use of the entire Center, therefore,
      failure of the Tenant to abide by these directions can, at the option of the
      Landlord, be deemed to constitute a default of Tenant's obligations pursuant
      to
      this Lease.

     

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    B. POSSESSION
      AND QUIET ENJOYMENT. Landlord will place Tenant in actual possession of the
      leased premises at the beginning of the term of this Lease or such other date
      as
      shall be herein agreed upon between the parties hereto. Provided Tenant promptly
      and timely performs all of same's obligations set forth in this Lease,
      including, but not limited to, the payment to Landlord of all monies
      contemplated by this Lease, Tenant shall and may peaceably and quietly have,
      hold and enjoy for the term of this Lease and any extensions or renewals of
      same, use of the common area spaces, parking facilities, passageways, sidewalks,
      entrances and exits,

    


    C. ZONING
      AND BUSINESS LICENSES. Tenant shall operate a legal and lawful enterprise at
      the
      Center from the leased premises, and Tenant has ascertained that, at the time
      of
      Tenant's execution of this Lease, there are no zoning prohibitions against
      the
      use of the leased premises for Tenant's purpose. Should such zoning prohibition
      be adopted during the term of this Lease or any extensions or renewals of same,
      thereby making it impossible for Tenant to continue to carry on its normal
      business at the leased premise or to renew its business license upon proper
      and
      complete application, this Lease shall terminate.

    


    D.
      SIGNS.
      Landlord, in order to create and maintain the character of the Center, shall
      be
      entitled, in Ms sole discretion, to exercise and retain control over the
      placement, size, and design of all signs. Tenant1 s sign shall be provided
      by
      Tenant at Tenant's sole cost and expense. No
      painting shall be performed directly on the glass
      windows!

    


    E.
      MAINTENANCE. Tenant shall keep and maintain the interior parts of the leased
      premises in as good condition and repair as when possession, hereunder is given
      to Tenant, including, but not limited to: decorating and repair; plate glass
      and
      windows; carpet and flooring maintenance and repair, and the maintenance, repair
      and/or replacement of electrical light fixtures, bulbs, sockets, and plumbing.
      Tenant and Landlord shall, within ten (10) days of Landlord's execution of
      this
      Lease, jointly make an operational inspection of the hearing, air-conditioning,
      restroom facilities, and basic lighting systems. Any items not functioning
      at
      the time of said inspection shall be repaired by Landlord at his expense.
      Thereafter, Tenant shall be responsible, at Tenant1 s sole cost and expense,
      for
      the maintenance, replacement and repair of all interior electric and plumbing
      items, restroom facilities and lighting systems. Landlord will obtain, keep
      in
      effect, and pay for a. maintenance contract on the air-conditioning and heating
      equipment servicing the leased premises. The cost of said maintenance contract,
      and any related repairs, replacements, modifications and/or other expenses
      relevant to the air-conditioning and hearing system of the Center shall be
      reimbursed by Tenant to Landlord as an element of Additional Rent pursuant
      Paragraph 2, B. of this Lease. At the conclusion of the Tenant's tenancy at
      the
      leased premises, another joint inspection by Landlord and Tenant of the leased
      premises and the restroom facilities, and basic lighting systems (including
      light bulbs and same's housing units) shall be made to determine their
      operational condition. Any repairs or replacements determined by such inspection
      shall be the responsibility of the Tenant to procure and pay in mil prior to
      the
      termination of the Lease term, or any extensions or renewals of same, or, at
      tie
      discretion of Landlord, the costs of any such necessary repairs or replacements
      shall be assessable against the Tenant's Security Deposit to the extent of
      such
      deposit, and any remaining balance shall be immediately due and payable by
      Tenant to the Landlord without protest At the option of the Landlord, there
      shall be no termination of this Lease, or any extensions or renewals of same,
      or
      termination of Tenant's obligations pursuant to this Lease, including, but
      not
      limited to, the monthly payment of the Base Rent, Additional Bent, Special
      Rent
      and other monies required to be paid by Tenant pursuant to the terms of this
      Lease, until all costs and expenses associated with said repairs and
      replacements are paid in foil by Tenant.

    Tenant
      shall be responsible for repair and replacement of the plate glass and windows
      in the leased premises. Tenant shall immediately replace any cracked or damaged
      glass. Tenant must deliver the leased premises back to Landlord at the
      termination of this Lease, or any extensions or renewals of same, with all
      glass
      intact and free from cracks or damage of any kind or nature. Should damage
      or
      breakage occur due to fire or windstorm or the gross negligence of the Landlord,
      Landlord shall be responsible for such replacement.

    Tenant
      shall not permit or cause any lien or encumbrance to be attached to the leased
      premises or the Center and Tenant shall immediately cause same to be removed
      or
      satisfied upon the demand of Landlord. Tenant shall indemnify and hold Landlord
      harmless against loss arising from any such lien or encumbrance.

    Landlord
      shall maintain the exterior of the Center, the roof and structural members,
      the
      common areas, including the parking lots, sidewalks, and exterior lighting
      systems. Any repairs or replacements of said items made necessary by Tenant,
      Tenant's agents, invitees, customers and/or employees' misuse of same or through
      the negligence of Tenant, Tenant's agents, invitees, customers and/or employees,
      or by reason of alterations or modifications made by Tenant, shall either,
      at
      the sole discretion of Landlord, be performed by Tenant at Tenant's sole cost
      and expense, or performed by Landlord and charged to Tenant as Additional Rent
      due and payable within ten (10) days after demand for payment by Landlord Any
      repairs required of the Landlord shall only be performed or ordered by or under
      the direction of the Landlord or Landlord's agents. The Landlord shall not
      assume any responsibility for execution or payment of any work initiated by
      the
      Tenant without the Landlord's prior written approval. Any requests for repairs
      or maintenance to be performed by the Landlord must be in writing and delivered
      to the same location to which rental monies are sent.

     

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    F.
      INSURANCE. Tenant shall, at its sole cost and expense, cause to be placed in
      effect immediately upon execution of this Lease, and shall maintain same in
      fell
      force and effect during the term of this Lease and any extensions or renewals
      of
      same, Bodily Injury and Property Damage Commercial General Liability insurance
      for the combined single limit coverage of not less than $1,000,000,00 per
      occurrence covering Tenant's operations, business and use of the leased premises
      and the Center together with insurance for the replacement of plate glass,
      with
      any and all of said insurance policy(ies) naming the Landlord, 6015,
      LLC. ,
      as
      Additional Insured. Tenant shall deliver to Landlord, within ten (10) days
      after
      Tenant's execution of this Lease, a certificate or binder, issued by the
      insurance carrier, acknowledging receipt by the insurance carrier of the premium
      therefor. Tenant shall thereafter, at the commencement of each and every renewal
      term, provide Landlord with a certificate or binder, issued by the insurance
      carrier, acknowledging receipt by the insurance carrier of the premium therefor.
      Tenant shall additionally supply Landlord, within three (3) days of Landlord's
      request for same, with written proof from the insurance carrier(s) that all
      such
      policies are in full force and effect. Such policy(ies) or certificate(s) shall
      provide that the same shall not be canceled without thirty (30) days prior
      written notice to the Landlord from the insurance carrier. Failure of Tenant
      to
      provide such insurance coverage and proof thereof and to maintain the same
      in
      full force and effect during the term of this Lease, and any extensions or
      renewals of same, shall, at the option of the Landlord, be considered a default
      of Tenant's obligations pursuant to this Lease and Landlord may remedy said
      default by utilization of Tenant's Security Deposit in accordance with the
      provisions of Paragraph 6 above, or utilize any other remedy contained in this
      Lease or provided by law relevant to said default of Tenant.

    


    G.
      ASSIGNMENT OR SUBLETTING. This Lease shall not be subleased or assigned, whether
      voluntarily, by judgment, execution or other legal process, without the
      Landlord's prior written consent determined in Landlord's sole discretion.
      In
      determining whether to grant consent to the Tenant's proposed sublease or
      assignment request, the Landlord may consider any reasonable factor. Landlord
      and Tenant hereby agree that any one of the following factors, or any other
      reasonable factor, will, in the sole discretion of the Landlord, be reasonable
      grounds for declining Tenant's request: financial strength of the assignee;
      business reputation of the assignee; assignee's intended use of the leased
      premises; business experience or managerial skills of assignee; conflict with
      other Tenants' rights; the use of chemical materials which are or may become
      hazardous waste or environmental pollutants; and the possible violation of
      restrictive covenants. Consent of Landlord to such assignment or subletting
      shall not relieve the Tenant, or Tenant's guarantors, of any of Tenant's
      obligations pursuant to the terms of this Lease, including, but not limited
      to,
      the payment of Base Rent, Additional Rent, Special Rent and any other sums
      required to be paid by Tenant pursuant to the terms of this Lease.

    


    H.
      WAIVER
      OF CLAIMS. In the event Tenant is found by a court of competent jurisdiction
      to
      have been negligent, Tenant will indemnify and save Landlord harmless from
      any
      liability including, but not limited to, attorneys' fees and other costs and
      legal expenses, as a result of damage or injury to any person or to the goods,
      wares and/or merchandise of any person arising from the use of the leased
      premises and/or the Center by, through or under Tenant or from the failure
      of
      the Tenant to maintain the leased premises in the manner deemed required.
      Additionally, Tenant agrees to pay the costs and attorney's fees Incurred by
      Landlord in the event Landlord is named as defendant in any of the above
      described situations arising out of the Tenant's use of the leased premises
      and/or the Center.

    In
      the
      event Landlord is found by a court of competent jurisdiction to have been
      negligent, Landlord will indemnify and save Tenant harmless from any liability
      including, but not limited to, attorneys* fees and other costs and legal
      expenses, as a result of damage or injury to any person or to the goods, wares
      and/or merchandise of any person, arising from the Landlord's maintenance of
      the
      leased premises in the manner required pursuant to the terms of this Lease.
      Additionally., Landlord agrees to defend Tenant with legal counsel should Tenant
      be named as defendant in any of the above-described situations arising out
      of
      Landlord's said maintenance of the leased premises.

    


    I.
      NO
      DUTY TO PROVIDE SECURITY. Tenant acknowledges that Landlord is under no duty
      or
      obligation to provide security services and/or protection to the leased
      premises, the Center and/or the building in which the leased premises are
      located. Tenant further acknowledges that any such security services and/or
      protection shall be the sole responsibility of the Tenant unless Landlord
      specifically agrees in writing to provide any such security services and/or
      protection.

     

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    9.
      OPTION
      TO RENEW:
      Provided
      that all monies required to be paid by Tenant to Landlord, pursuant the terms
      of
      this Lease, have been timely paid and are current at time of the exercise of
      this option, and provided Tenant is not otherwise tie in default of same's
      obligations set forth in this Lease, and subject to the terms and conditions
      set
      forth in this Paragraph 9, Tenant shall have the right to renew this Lease
      2
      time for
      a term of three (3) years, under the same terms and conditions set forth in
      this
      Lease, To exercise said option, Tenant shall notify Landlord in writing, by
      hand
      delivery or by certified mail, return receipt requested, at least ninety (90)
      days before the termination date of this Lease, of Tenant's election to exercise
      its option to renew. In the event Tenant fails to provide Landlord with the
      aforementioned ninety (90) day notice, Landlord shall have the right, but not
      the obligation, to send Tenant, prior to the termination date of this Lease,
      a
      renewal notice setting forth the rent adjustment (as set forth in Paragraph
      2(D)(2) above) that would be in effect in the event the Lease was renewed.
      In
      the event Landlord elects to provide Tenant with such a renewal notice, said
      renewal notice shall be deemed to be an offer by Landlord to Tenant to renew
      flu's Lease for an additional five (5) year term. Tenant shall notify Landlord
      in writing of Tenant's decision to exercise or decline said renewal offer within
      fifteen (15) days of the date of said renewal notice. In the event Tenant fails
      to notify Landlord of Tenant's decision with regard to said renewal notice,
      but
      Tenant tenders any monies (whether for rent or any other purpose) to Landlord
      subsequent to the date of said renewal notice, Tenant shall be deemed to have
      elected to renew this Lease for an additional five (5) year term.

    In
      the
      event Tenant fails to deliver to Landlord the aforementioned ninety (90) day
      notice of Tenant's election to renew the Lease, Landlord shall have the right,
      within the last thirty (30) days of the Lease term, to install not more than
      two
      (2) "For Lease" or "For Rent" signs on the building in which the leased premises
      are located and/or in front of the leased premises, advertising the space for
      rent.

    


    10.
      REDELIVERY
      OF POSSESSION OF LEASED PREMISES:
      Tenant
      shall redeliver to Landlord possession of the leased premises upon the
      expiration or termination of this Lease, or any extension or renewal term,
      ready
      for occupancy, broom clean and in as good condition and repair as the same
      was
      at the commencement of the original term of this Lease, ordinary wear and tear
      excepted. Tenant hereby acknowledges and agrees that same shall use a protective
      plastic floor mat under any chair with rollers utilized in the leased premises
      sufficient to eliminate any potential damage or noticeable imprints to the
      flooring located in the leased premises. Tenant thus agrees that damage or
      noticeable imprints on the flooring located in the leased premises shall not
      be
      considered normal wear and tear. Tenant further hereby acknowledges and agrees
      that the leased premises and restrooms located in the leased premises and the
      Center are designated "no smoking" areas and Tenant shall not permit any smoking
      by Tenant and/or same's employees, invites, customers, agents, officers or
      directors In the leased premises or said restrooms. Tenant thus agrees that
      any
      costs and expenses that Landlord, in Landlord's sole discretion, incurs to
      remove smoke odors from the leased premises and/or said restrooms, whether
      said
      costs and expenses are incurred by Landlord at the conclusion of the lease
      term,
      or any extension or renewal term, or during any period that Tenant occupies
      the
      leased premises, shall be immediately reimbursed by Tenant to Landlord upon
      Landlord's demand for said reimbursement In the event Tenant raps to reimburse
      Landlord for said costs and expenses within five (5) days of Landlord's demand
      for reimbursement, Landlord shall be entitled to utilize the provisions of
      Paragraph 6 above to obtain reimbursement from Tenant's Security Deposit for
      any
      such costs and expenses.

    


    11.
      EMINENT
      DOMAIN:
      If the
      leased premises or a part thereof (including parking spaces referred to herein
      above), are taken for any public or quasi-public use under any statute or by
      right of eminent domain, or private purchase after threat thereof, and such
      taking renders the leased premises unsuitable for the business of the Tenant,
      then this Lease shall be terminated. Tenant shall be liable for the rent up
      to
      the time of taking. In the event of a partial taking and Tenant does not elect
      to terminate this Lease, Landlord shall have the right, in Landlord's sole
      discretion, to elect to terminate this Lease or to restore the leased premises
      to a condition comparable to the condition immediately prior to the taking,
      and
      rent shall be paid by Tenant without adjustment

    


    12.
      ABANDONMENT
      BY TENANT:
      If
      Tenant fails to pay when due the Base Rent, Additional Kent, Special Rent and/or
      other monies required to be paid by Tenant to Landlord pursuant to the terms
      of
      this Lease, Landlord shall have the right to obtain possession of the premises
      as provided by the terms of this Lease and/or applicable law and/or to exercise
      any other rights afforded Landlord pursuant to the terms of this Lease or
      Florida Law. In the absence of actual knowledge by Landlord that the Tenant
      has
      abandoned the leased premises, Tenant shall, for all purposes, be conclusively
      presumed to have abandoned the leased premises if rent is not current and Tenant
      has failed to conduct business at the leased premises for fifteen (15)
      consecutive business days.

    


    13.
      DEFAULT
      BY TENANT: A.
      The occurrence of any one or more of the following shall be a default by the
      Tenant of same's obligations pursuant to this Lease:

    a.)
      Failure to pay any Base Rent, Additional Rent and/or Special Rent within ten
      (10) days of its becoming due, and Tenant waives any right, whether statutory
      or
      otherwise, to receive any notice of default in the payment of Base Rent,
      Additional Rent and/or Special Rent.

    b.)
      Failure to make any payment of monies, other than rent, required pursuant to
      the
      terms of this Lease when due, if the failure continues for a period often (10)
      days after notice from Landlord to Tenant.

     

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    c.)
      Failure to comply with, any provisions of this Lease, except under subparagraphs
      a.) and b.) above and i.) below, if the failure continues for five (5) days
      after notice from Landlord to Tenant.

    d.)
      Making a general assignment or arrangement for the benefit of creditors; being
      adjudicated a bankrupt; receiving the benefit of any insolvency; readjustment
      of
      debts; reorganization under bankruptcy law, entering into an agreement of
      composition •with creditors; having a receiver or trustee appointed to take
      possession of Tenant's assets on the property or Tenant's interest under this
      Lease; or the seizing under the legal process of Tenant's assets located at
      the
      leased premises or the Tenant's interest in this Lease.

    e.)
      Vacating or abandoning the property.

    f.)
      Assignment or subletting of this Lease, except in accordance with, the
      provisions of Paragraph 8(G) of this Lease.

    g.)
      If
      Tenant is a corporation, partnership, or other artificial entity, and any part
      or all of its shares of ownership are transferred by sale, assignment, bequest,
      operation of law, or any other disposition, so as to result in a change of
      the
      ownership of the Tenant

    h.)
      Chronic defaults of items a.), b.), c.) above. Chronic defaults shall be denned
      as three (3) or more occurrences within any twelve (12) month
      period.

    i.)
      Tenant's delivery of a check to Landlord that is dishonored by Tenant's
      financial institution for any reason, including, but not limited to, stop
      payment order, insufficient funds, insufficient cleared funds, or account
      closed. Tenant shall not be entitled to receive a notice from Landlord of a
      default pursuant to the terms of this Paragraph 13 i.).

    


    B.
      If
      default by Tenant occurs, Landlord may:

    Notify
      Tenant in writing of the default, by delivering any applicable notice(s)
      contemplated hi this Paragraph 13, by hand delivery or certified mail, return
      receipt requested, to provide Tenant with the opportunity to cure said
      delimit

    If
      any
      default is not cured as set forth above, Landlord shall have the right
      (notwithstanding any former waiver), but not the obligation to:

    Declare
      the entire balance of all tent of whatever nature due for the remaining term
      of
      this Lease or any extension or renewal term due and payable in lull, including
      reasonable attorney's fee;

    Retake
      possession of the premises, re-let the premises in good faith and as the agent
      of Tenant and receive the rent therefor upon such terms as shall be available
      to
      the Landlord. All rights of the Tenant to repossess the premises shall be
      forfeited;

    Note:
      Re-entry by Landlord shall not release Tenant from any rent of whatever nature
      to be paid or covenants to be performed hereunder during the full term of this
      Lease and any extension or renewal term. If the sum realized from a re-letting
      is insufficient to satisfy the monthly rent of whatever nature provided for
      in
      this Lease, Landlord, at its sole option, may require Tenant to pay such
      deficiency month-to-month, or may hold Tenant liable in advance for the entire
      deficiency to be realized during the term of the re-letting. Tenant shall not
      be
      entitled to any surplus accruing as a result of such re-letting;

    Landlord
      may declare this Lease null and void and may re-enter the leased premises
      without further notice or demand, to again have and enjoy possession of same,
      If
      Landlord releases Tenant from continuing obligation under this Lease or any
      extension or renewal term, Landlord may apply any prepaid rents and/or Security
      Deposits to the mitigation of Landlord's losses without protest of Tenant;
      and/or

    In
      the
      event Tenant defaults in the performance of Tenant's obligation pursuant to
      the
      terms of this Lease, Landlord's aforementioned remedies shall be deemed to
      be
      cumulative and in addition to any rights Landlord may possess pursuant to law.
      This Lease snail be construed and interpreted pursuant to the laws of the State
      of Florida and the parties hereby stipulate that venue relevant to any dispute
      concerning this Lease shall be in Sarasota County, Florida.

    


    14.
      TENANT'S
      PERSONAL PROPERTY:
      Any
      personal property or trade property of Tenant, other than fixtures, which may
      be
      placed in or upon the leased premises are to remain the property of the Tenant.
      Tenant shall have the right and obligation to remove said items from the leased
      premises prior to or upon Tenant's vacating of the leased premises. Tenant
      shall
      repair any damage to the leased premises and/or the Center which is caused
      by
      the removal of any such property of the Tenant. However, any property, whether
      personal, trade, or otherwise which is attached to, or becomes a fixture to
      or
      on, the leased premises or the Center in a permanent or semi-permanent manner,
      including, but not limited to, carpeting, signs, sinks, drapery hangers and
      window coverings, cabinets, counter tops, shelving, and similar items, shall
      be
      considered improvements and fixtures as said terms are defined under applicable
      law, and, as such, must stay in place at the conclusion of the lease term or
      any
      extension or renewal term., and/or lease termination, unless arrangements for
      said items' removal have been consented to by Landlord in writing prior to
      their
      installation. Notwithstanding anything contained hi this Paragraph 14 to the
      contrary, Tenant acknowledges that Landlord is the owner of those certain work
      stations that were located in and upon the Center at the commencement of the
      tenancy created by this Lease.

     

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    15.
      HOLDING
      OVER:
      If
      Tenant remains in possession of the leased premises after the termination,
      of
      this Lease or any extension or renewal term and without the written consent
      of
      Landlord, Tenant shall not acquire any rights or interest in the leased
      premises, and Tenant shall he deemed to be a tenant at sufferance and shall
      pay
      a rent equal to the all rent of whatever nature provided for in this Lease,
      plus
      an additional one hundred per cent (100%) of said rent (double rent) as
      contemplated by Chapter 83 et. seq. of Florida Statutes, and additionally
      subject to all law applicable to a tenant at sufferance. In no event shall
      there
      he any renewal of this Lease by operation of law or shall the tenancy he deemed
      to be a month-to-month tenancy. Tenant hereby waives any demand from Landlord,
      as contemplated by Section 83.06 of Florida Statutes, for Tenant to become
      responsible for payment of double rent pursuant to said statutory section.
      Tenant's obligation to pay said double rent shall commence on the day following
      the date of the expiration of the original Lease term or any extension or
      renewal term.

    


    16.
      SUBORDINATION
      TO MORTGAGE:
      This
      Lease and all rights of Tenant hereunder are and shall be inferior to, subject
      to, and subordinate to, the lien of any mortgage now or which hereinafter may
      affect the properly and to all renewals, modifications, amendments,
      consolidations, replacements and extensions thereof This subordination shall
      be
      self-operative and no further instrument, document, or action of Tenant shall
      be
      required. Tenant shall execute and deliver from time-to-tune such instruments
      and certificates affirming and confirming such subordination as Landlord may
      reasonably request.

    


    17.
      ATTORNMENT:
      In the
      event of sale or assignment of Landlord's interest in the leased premises and/or
      the Center, Tenant shall attorn writing to the purchaser of Landlord's interest
      and recognize such purchaser as Landlord under this Lease. If the holder of
      any
      mortgage, or other security instrument, shall hereafter succeed to the rights
      of
      Landlord under this Lease, whether through the exercise of the power of sale
      under any mortgage or deed of trust made by Landlord covering the leased
      premises, Tenant shall attain in writing to and recognize such successor as
      Tenant's Landlord under this Lease and shall promptly execute and deliver any
      instrument that may be necessary to evidence such attornment, and Tenant hereby
      irrevocably appoints Landlord the attorney in fact of Tenant to execute and
      deliver such instrument on behalf of Tenant in the event Tenant refuses or
      fails
      to do so within ten (10) days after Landlord or subsequent purchaser shall
      give
      notice to Tenant requesting the execution and delivery of such instrument Upon
      the attainment of Tenant, this Lease shall continue in full force and effect
      as
      a direct Lease between such successor Landlord and Tenant subject to all of
      the
      terms, covenants and conditions contained in this Lease.

    


    18.
      SALE
      BY LANDLORD:
      In the
      event, during the term of this Lease, or any extensions or renewal term, that
      Landlord sells the premises which are demised or leased to Tenant by this Lease,
      the following shall occur:

    1.)
      Prior
      to such sale and upon written request by Landlord, Tenant shall execute an
      estoppel letter or certificate, and shall forward the same to Landlord after
      Tenant's execution. The estoppel letter or certificate shall be in form and
      substance as specified and requested by Landlord, and shall include a statement
      of the current rent due from Tenant, any Security Deposit paid by Tenant and
      held by Landlord, and common area expenses paid by Tenant either annually or
      monthly, any rent over-rides or percentage rents contained in. this Lease,
      and
      any other terms and provisions relating to Tenant's occupancy which Landlord
      may
      request It is not intended that the estoppel letter be a modification of the
      duties or obligations of either the Landlord or the Tenant pursuant to this
      Lease, but solely to set forth the existing obligations of each party. Upon
      the
      execution of such estoppel letter or certificate and delivery to Landlord,
      Tenant shall thereafter be bound by the terms set forth in the estoppel letter
      or certificate.

    2.)
      After
      the date of the conveyance of the premises by Landlord, Landlord shall not
      thereafter be liable to Tenant as "Landlord" under this Lease, and Tenant shall
      not, therefore, be liable to Landlord, hut shall, for all of Tenant's
      obligations arising under this Lease, be obligated to the new owner. Any
      obligation arising under this Lease which remains unsatisfied prior to closing
      shall remain the obligation of Landlord to Tenant or Tenant to Landlord as
      the
      same may be applicable.

    3.)
      Upon
      written notice from the Landlord and the new owner of the premises, Tenant
      shall, for all purposes under this Lease, deal with the new owner as "Landlord".
      The Landlord originally identified in this Lease shall have no further
      obligations, duties or responsibilities to Tenant pursuant to this
      Lease.

    


    19.
      RULES
      AND REGULATIONS:
      Tenant
      agrees to abide by reasonable rules and regulations pertaining to the use of
      the
      leased premises and the common areas of the Center, as may be established or
      promulgated by Landlord from time to time, which are uniform for all Tenants
      of
      the Center. Failure of Tenant to abide by tie hereinafter set forth rules and
      regulations, and as same may from time to time be modified or amended by
      Landlord, shall, at the option of the Landlord, be considered a default by
      Tenant of same's obligations pursuant to this Lease. The following rules are
      hereby acknowledged and agreed to by the parties hereto:

    A. There
      shall be no repairs to vehicles or equipment performed outside of the leased
      premises;

    B. There
      shall be no outside storage;

    C. No
      disabled vehicles or equipment of any type shall be permit at the
      Center;

    D. No
      vans
      or trailers may be used for storage outside of the leased premises;

    E. Large
      items, including, but not limited to, Christmas trees, lumber, furniture,
      appliances, pallets, and other similar items cannot be stored outside of the
      leased premises and must be removed from the Center's property at Tenant's
      sole
      cost and expense; and

     

    Landlord's
      Initials             
 Tenant's
      Initials              

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    F.
      Tenant
      shall not allow the parking of, or operation of; any trucks, vans, equipment,
      or
      delivery vehicles so as to block or impede the normal traffic flow in and to
      the
      building and parking areas in -which the leased premises are located and/or
      the
      Center.

    G.
      Tenant
      shall not use in any way, or permit or suffer the use of the leased premises
      or
      any part of thereof to either directly or indirectly prepare, produce, generate,
      manufacture, refine, treat, transport, store, maintain, handle, dispose of,
      transfer, or process any Hazardous Substance. For purposes of this Lease,
      "Hazardous Substance" means any pollutant, contaminant, toxic or hazardous
      waste, dangerous substance, potentially dangerous substance, noxious substance,
      toxic substance, flammable, explosive, radioactive material, urea formaldehyde
      foam insulation, asbestos, PCBs, or any substances the removal of which is
      required, or the manufacture, preparation, production, generation, use,
      maintenance, treatment, storage, transfer, handling, or ownership of which
      is
      restricted, prohibited, regulated, or penalized by any and all federal, state,
      county, or municipal statutes or laws now or at any time hereafter in
      effect.


    H.
      With
      the exception of seeing eye dogs, no pets of any type or kind shall be permitted
      in or about the leased premises and/or the Center, without the prior written
      consent of the Landlord.

    


    20. ATTORNEYS
      FEES AND COSTS:
      In the
      event it becomes necessary for any party hereto to seek legal means to enforce
      the terms of this Lease, the non-prevailing party shall be liable for all
      reasonable attorney's fees and costs incurred by the prevailing parry as an
      incident to the prosecution or defense of any litigation between the parties,
      whether said attorney's fees and costs are incurred in the trial court
      proceedings, appellate proceedings, or in any post judgment or collection
      proceeding.

    


    21. CONSTRUCTION: There
      shall be no inference, by operation of law or otherwise, that any provision
      of
      this Lease stall be construed against either party. This Lease shall be
      construed without regard to the identity of the parry that drafted the various
      provisions hereof Moreover, each and every provision of this Lease shall be
      construed as though all parties hereto participated equally in the drafting
      thereof. As a result of the foregoing, any rule or construction that a document
      is to be construed against the drafting party shall not be
      applicable.

    


    22. NOTICES:
      All
      notices, requests, demands and other communications required or permitted to
      be
      given pursuant to the terms of this Lease, and/or Florida Law, shall be in
      writing and shall be deemed to have been duly given if delivered personally
      or
      mailed by certified mail, return receipt requested, to the parties entitled
      to
      the receipt of such documents at the addresses hereinafter set forth. All
      notices, requests, demands and other communications required or permitted to
      be
      given to Landlord, pursuant to the terms of this Lease and/or Florida Law,
      shall
      be sent to both Landlord and same's properly manager, First Property Group,
      Inc., at the addresses set forth below. Any party may change its address for
      purposes of this Paragraph 22 by giving written notice of such change to the
      other party in the manner provided in this Paragraph. The following are the
      parties' respective addresses on the date of same's execution of this
      Lease:

    
      	 	
              The
                address of the Landlord is:

            	
              The
                address of the Tenant is:

            


    

    
      	 	
              STEVEN
                E. GREENFIELD

            	
              Morgan
                Beaumont

            


    

    
      	 	
              c/o
                1st PROPERTY GROUP, INC.

            	
              6015
                31st Street East

            


    

    
      	 	
              380
                INTERSTATE COURT SUITE 206

            	
              Bradenton
                FL 34203

            


    

    SARASOTA,
      FLORIDA 34240

    


    23. TIME:
      Time is
      of the essence with regard to the matters set forth herein.

    


    24.
      WAIVER,
      ESTOPPEL. REMEDIES AND DEFENSE LIMITATION:
      All
      waivers of any rights provided by this Lease or by law relevant to any breach
      or
      default by a party shall be required to be in writing and signed by both parties
      hereto. No waiver of any breach of this Lease shall be held to be a waiver
      of
      any other or subsequent breach. All remedies afforded in this Lease shall be
      taken and construed as cumulative and in addition to every other remedy provided
      herein or by law. The failure of any party to enforce at any time any of the
      provisions of this Lease, or to exercise any option which is hereby provided,
      or
      to require at any time performance by another parry of any of the provisions
      hereof, shall in no way be construed to be a waiver or create an estoppel from
      enforcement of such provisions, nor in any way affect the validity of this
      Lease
      or any part hereof, or the right of such party to thereafter enforce each and
      every such provision, or to seek relief as a result of the prior
      breach.

    


    25. CONSTRUCTION
      OF TERMS:
      As used
      in this Lease, the singular shall include the plural and the use of any gender
      shall include all as the context admits or requires. Reference to persons shall
      include corporations, partnerships and other legal entities.

    


    26. SECTION
      HEADINGS:
      The
      section headings contained within this Lease have been inserted for purposes
      of
      convenience and ready reference. Said section headings shall not be deemed
      to in
      any manner effect the content of the various paragraphs contained within this
      Lease, including, but not limited to, expanding, diminishing, defining, and/or
      limiting the content of said paragraphs.

     

    Landlord's
      Initials             
 Tenant's
      Initials              

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    
      	 	
              38.

            	
              FURTHER
                DOCUMENTS:
                The parties hereto agree to execute any documents, resolutions, or
                other
                instruments which may be required of either of same or which may
                be
                necessary for the purpose of fulfilling, effectuating, or implementing
                the
                provisions of this Lease.

            


    

    


    
      	 	
              39.

            	
              RECITALS:
                The Recitals set forth on the first page of this Lease are true and
                correct and same are incorporated herein by
                reference.

            


    

    


    
      	 	
              40.

            	
              CONSTRUCTION:
                Landlord hereby agrees to complete the build out of the 1,790 sf
                in the
                rear of the second floor by completing the perimeter drywall, A/C,
                drop
                ceiling, floor covering ( carpet), sprinklers, fire monitoring, and
                painting & offices as outlined on attached exhibit A. Tennant will be
                responsible for all data & communication wiring, the installation and
                electric wiring for the extra air conditioner for the server room,
                and the
                added cost for wiring the power needed for the server
                room.

            


    

    


    
      	 	
              41.

            	
              ENTRANCE:
                Landlord at its sole cost and expense shall erect a sets of double
                doors
                at the top of the stair Landing.

            


    

    


    
      	 	
              42.

            	
              WORKSTATIONS:
                Landlord agrees to allow the Tenant to utilize the existing workstation
                parts to construct up to 6 additional workstations in. the newly
                constructed 1,790 sq ft section, excluding desks, file cabinets &
                storage bins. Tennant will be responsible for the assembly of the
                workstations.

            


    

    


    
      	 	
              43.

            	
              RIGHT
                OF INDIVIDUAL TO REPRESENT CONTRACTING PARTY:
                If
                Tenant is a corporation, partnership or other entity, the person
                signing
                this Lease on behalf of such corporation, partnership or entity hereby
                warrants that he/she has full authority from such corporation, partnership
                or entity to sign this Lease and obligate the corporation, partnership
                or
                entity hereunder and said person and the corporation, partnership
                or
                entity shall be jointly and severally liable for the payment of all
                rent
                and any and all other monies that Tenant is required to pay to Landlord
                pursuant to the terms of this Lease, and any extensions or renewals
                of
                same, including attorney's fees and
                costs.

            


    

    


    IN
      WITNESS WHEREOF:

    


    The
      parties to these presents have hereunto set their hands and seals the date(s)
      indicated below.

    


    
      	  
	 	  
	 	  
	 
	
              WITNESS

            	 	
              LANDLORD

            	 	
              DATE

            	 
	 	 	
              Steven
                E. Greenfield Managing Member of 6015, LLC

            	 	 	 
	  
	 	 	 	 	 
	
              WITNESS

            	 	 	 	 	 


    

     

    
      


      
        	 	 	
                Morgan
                  Beaumont, Inc.

              	
                 /

              	
                651071956

              	 
	 	 	
                BUSINESS
                  NAME                      
                  ID#

              	 	 	 


      

      


      
        	 	 	/s/
                K.W. Craig	
                 -

              	1/12/05
	
                WITNESS

              	 	
                TENANT(1)
                  sign

              	 	
                DATE

              


      

      


      
        	
                Theodore
                  Misiewicz

              	 	
                Print
                  Name 

              	Ken
                Craig	
                Title
                  

              	
                CFO

              	 
	WITNESS	 	 	 	 	 	 


      

      
        	 	 	   
	 	  
	 
	 	 	
                Home
                  Address

              	 	
                Home
                  Phone

              	 


      

      
        	 	 	
                 

              	 	 	
                 

              	 	 
	 	 	
                S.S.
                  No.:

              	   	
                 /

              	
                Marital
                  Status:

              	  
	 


      

      


      
        	 	 	
                D.L.
                  #

              	  
	
                St.

              	  



      

       

       

      Landlord's
        Initials             
 Tenant's
        Initials              


       

      13