Exhibit 10.1


 


 


 


LEASE


by and
between


FOA 6302
EAST MARTIN LUTHER KING BOULEVARD , LLC,


as
Landlord


and


CLAYTON
SERVICES, INC.,


as Tenant















 


 


TABLE OF CONTENTS


	
  

  	
   

  	
  

  	
   

  	
  PAGE

  
	
  1.

  	
   

  	
  DEFINITIONS.

  	
   

  	
  1

  
	
  2.

  	
   

  	
  TERM.

  	
   

  	
  5

  
	
  3.

  	
   

  	
  BASE RENT

  	
   

  	
  6

  
	
  4.

  	
   

  	
  ADDITIONAL RENT.

  	
   

  	
  6

  
	
  5.

  	
   

  	
  APPROVED PLANS/TENANT’S WORK/COMMENCEMENT DATE

  	
   

  	
  10

  
	
  6.

  	
   

  	
  USE OF PREMISES

  	
   

  	
  12

  
	
  7.

  	
   

  	
  CONDITION OF PREMISES

  	
   

  	
  12

  
	
  8.

  	
   

  	
  SERVICES, INTERRUPTION, UTILITIES.

  	
   

  	
  13

  
	
  9.

  	
   

  	
  REPAIRS

  	
   

  	
  15

  
	
  10.

  	
   

  	
  ADDITIONS AND ALTERATIONS; SECURITY AGREEMENT;
  HOMESTEAD WAIVER.

  	
   

  	
  15

  
	
  11.

  	
   

  	
  COVENANT AGAINST LIENS

  	
   

  	
  16

  
	
  12.

  	
   

  	
  INSURANCE.

  	
   

  	
  17

  
	
  13.

  	
   

  	
  FIRE OR CASUALTY.

  	
   

  	
  18

  
	
  14.

  	
   

  	
  WAIVER OF CLAIMS/INDEMNIFICATION

  	
   

  	
  20

  
	
  15.

  	
   

  	
  NONWAIVER

  	
   

  	
  20

  
	
  16.

  	
   

  	
  CONDEMNATION

  	
   

  	
  21

  
	
  17.

  	
   

  	
  ASSIGNMENT AND SUBLETTING,

  	
   

  	
  21

  
	
  18.

  	
   

  	
  SURRENDER OF POSSESSION

  	
   

  	
  22

  
	
  19.

  	
   

  	
  HOLDING OVER

  	
   

  	
  23

  
	
  20.

  	
   

  	
  ESTOPPEL CERTIFICATE

  	
   

  	
  23

  
	
  21.

  	
   

  	
  SUBORDINATION/FINANCIAL STATEMENTS

  	
   

  	
  24

  
	
  22.

  	
   

  	
  CERTAIN RIGHTS RESERVED BY LANDLORD

  	
   

  	
  24

  
	
  23.

  	
   

  	
  RULES AND REGULATIONS

  	
   

  	
  26

  
	
  24.

  	
   

  	
  DEFAULT/LANDLORD’S REMEDIES

  	
   

  	
  26

  
	
  25.

  	
   

  	
  EXPENSES OF ENFORCEMENT

  	
   

  	
  27

  
	
  26.

  	
   

  	
  COVENANT OF QUIET ENJOYMENT

  	
   

  	
  27

  
	
  27.

  	
   

  	
  SECURITY DEPOSIT.

  	
   

  	
  28

  
	
  28.

  	
   

  	
  REAL ESTATE BROKER

  	
   

  	
  28

  
	
  29.

  	
   

  	
  HAZARDOUS WASTE

  	
   

  	
  29

  
	
  30.

  	
   

  	
  RELOCATION OF TENANT

  	
   

  	
  30

  
	
  31.

  	
   

  	
  MISCELLANEOUS.

  	
   

  	
  30

  
	
  32.

  	
   

  	
  NOTICES

  	
   

  	
  32

  
	
  33.

  	
   

  	
  LIMITATION ON LANDLORD’S LIABILITY

  	
   

  	
  33

  
	
  34.

  	
   

  	
  RENEWAL OPTION.

  	
   

  	
  33

  
	
  35.

  	
   

  	
  PARKING.

  	
   

  	
  34

  
	
  36.

  	
   

  	
  RIGHT OF FIRST REFUSAL

  	
   

  	
  35

  
	
  37.

  	
   

  	
  EFFECTIVE DATE.

  	
   

  	
  36

  
	
  38.

  	
   

  	
  RADON.

  	
   

  	
  37

  
	
  39.

  	
   

  	
  SATELLITE DISH.

  	
   

  	
  37

  
	
  40.

  	
   

  	
  TENANT’S TERMINATION OPTION.

  	
   

  	
  38

  
	
  41.

  	
   

  	
  GENERATOR

  	
   

  	
  39

  



 









 



 


 


	
  42.

  	
   

  	
  STORAGE/FILE SPACE.

  	
   

  	
  41

  
	
  43.

  	
   

  	
  BUILDING AND PYLON SIGNAGE.

  	
   

  	
  41

  
	
  44.

  	
   

  	
  COMPLIANCE.

  	
   

  	
  42

  
	
  45.

  	
   

  	
  COUNTERPARTS.

  	
   

  	
  42

  



 


	
  EXHIBIT A

  	
   

  	
  PLAN OF PREMISES

  	
   

  	
  A-1

  
	
  EXHIBIT A-1

  	
   

  	
  LAND LEGAL DESCRIPTION

  	
   

  	
  A-1-1

  
	
  EXHIBIT A-2

  	
   

  	
  APPROVED PLANS

  	
   

  	
  A-2-1

  
	
  EXHIBIT A-3

  	
   

  	
  FILE/STORAGE SPACE

  	
   

  	
  A-3-1

  
	
  EXHIBIT B

  	
   

  	
  BASIC LEASE TERMS

  	
   

  	
  B-1

  
	
  EXHIBIT B-1

  	
   

  	
  USE AND OPERATION

  	
   

  	
  B-1-1

  
	
  EXHIBIT C

  	
   

  	
  RULES AND REGULATIONS

  	
   

  	
  C-1

  
	
  EXHIBIT D

  	
   

  	
  TENANT’S SIGNAGE

  	
   

  	
  D-1

  
	
  EXHIBIT E

  	
   

  	
  RIGHT OF FIRST REFUSAL SPACE

  	
   

  	
  E-1

  
	
  EXHIBIT F

  	
   

  	
  LOCATION OF MARKED PARKING SPACES AND GENERATOR

  	
   

  	
  F-1

  
	
  EXHIBIT G

  	
   

  	
  PARKING SPACE RELOCATION AREA

  	
   

  	
  G-1

  
	
  EXHIBIT H

  	
   

  	
  FORM OF SUBORDINATION, NON-DISTURBANCE AND
  ATTORNMENT AGREEMENT

  	
   

  	
  H-1

  
	
  SCHEDULE 1

  	
   

  	
  CERTIFICATION AS TO COMMENCEMENT DATE

  	
   

  	
  S-1

  



 















 


 


LEASE


THIS AGREEMENT OF LEASE
made as of this 3rd day of January, 2007 (hereinafter referred to as the “Lease”) between FOA 6302 East Martin
Luther King Boulevard LLC, a Delaware limited liability company,
having an office c/o Alliance Commercial Partners, L.L.C., 165 South
Union Boulevard, Suite 510, Lakewood, Colorado 80228, (hereinafter referred to
as “Landlord”) and Clayton Services, Inc., a Delaware corporation, whose
present address is 2 Corporate Drive, Shelton, Connecticut 06484, (hereinafter referred to as “Tenant”).


WITNESSETH:


Landlord hereby agrees to
lease to Tenant and Tenant hereby agrees to lease
from Landlord the premises (hereinafter referred to as the “Premises” or the “Demised Premises”)
designated on the plan attached
hereto as Exhibit A and
made a part hereof and described on Exhibit B attached hereto and made a
part hereof in the building (hereinafter referred to as the “Building”) located at 6302 East Dr. Martin Luther King, Jr.
Boulevard, Tampa, Florida and more particularly described in Exhibit A-1
attached hereto and made a part hereof (hereinafter referred to as the “Land”), subject to the covenants, terms, provisions and
conditions of this Lease.


In consideration thereof,
Landlord and Tenant covenant and agree as follows:


1.             DEFINITIONS.


As used in this Lease,
the terms:


A.            “Calendar
Year” shall mean any twelve month period, January through December,
which contains any part of the
Term of this Lease.


B.            “Lease Year”
means each calendar year, or portion thereof, occurring during the Term of this
Lease.


C.            “Normal
Business Hours” shall
mean 7:00 A.M. to 6:00 P.M. Monday through Friday, 8:00 A.M. to 12:00 P.M. on
Saturday, excluding all national, state and local holidays; provided, however,
that Tenant shall have access to the Building and Premises twenty-four (24)
hours a day and seven (7) days a week, subject to closure by Landlord in the
event of emergency situations.


D.            “Tenant’s Proportionate Share” shall be the percentage set
forth on Exhibit B attached hereto, which percentage has been conclusively agreed upon by the
parties notwithstanding actual measurements. Tenant’s Proportionate Share is
calculated based on the ratio of the Rentable Area of the Premises to the total
rentable square feet of the Building.


E.             “Taxes” shall
mean all real estate taxes and assessments, special or otherwise, imposed,
levied or assessed upon or with respect to the Land or Building.
Should the State of Florida, or any political subdivision thereof, or any other
governmental authority having jurisdiction over the Land or the Building, (1)
impose a tax, assessment, charge or fee (or increase in the then existing tax,
assessment, charge or fee) which Landlord shall be required to 



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pay, or (2) impose an income or franchise
tax or a tax on rents in substitution, in whole or in part, for such real
estate taxes or in lieu of any increase in such taxes, such taxes, assessments, fees, charges, income,
franchise or rent tax shall be
deemed to constitute Taxes hereunder. “Taxes” shall be calculated and
determined without regard to any abatements, credits, incentives or similar
items which may from time to time be applicable to, or be received in
connection with, the status of (or contribution or benefit made by or given to)
a particular tenant (or tenants) located
at all, or any part, of the Land and/or the Building.
Except as provided above, Taxes shall not include any inheritance, estate, succession, transfer, gift, franchise,
net income or capital stock tax. In determining the amount of Taxes for any
year, the amount of special assessments to be included
shall be equal to the greater of
either the amount actually paid or the amount of the installment (plus any interest payable thereon) of such
special assessment which would have been required to have been paid during such year if the Landlord had elected
to have such special assessment paid over
the maximum period of time permitted by law. Except as provided in the
preceding two sentences, all references to Taxes “for” a particular year shall
be deemed to refer to Taxes levied, assessed or otherwise imposed for such year
without regard to when such taxes are payable.


F.             “Rentable Area” shall be deemed to equal the rentable square
feet shown on Exhibit B attached hereto.


G.            “Tax Year” shall mean any
period designated by the applicable taxing authorities for the imposition of
Taxes which contains any part of the
Term of this Lease.


H.            “Common Areas” (as initially constructed, or as the same may be enlarged, reduced or constructed at any time thereafter,
all in Landlord’s sole discretion) shall mean all areas, space, facilities,
equipment, signs and special services from
time to time made
available by Landlord for the common and joint use and benefit of Landlord, Tenant and/or other tenants and
occupants of the Building, and their respective employees, agents, permitted
subtenants, licensees, customers and invitees, whether on the property of the Building or the Land.


I.              “Operating Expenses” shall mean the total
cost and expense of whatever kind
or nature incurred in operating,
managing, securing, insuring, maintaining, cleaning, equipping, repairing,
modifying, improving and replacing the Common Areas, and the Building, and all improvements, portions and components
thereof, including without limitation,
all personal property taxes and other charges incurred in connection
with any of the foregoing; the cost of all
utilities (to the extent Landlord is not otherwise reimbursed directly for such service from another tenant(s)); the cost of
personnel, whether full or part
time, to implement all or any of the foregoing, whether
on-site or off site; including, without limitation, management and
administrative employees and
security and maintenance personnel for the
Common Areas; audit and other professional fees incurred in connection
with the foregoing; general and
administrative costs; all applicable overhead and management fees and costs; depreciation of all depreciable items included in the Common Areas and the Building; and capital expenditures
(whether for capital improvements, equipment or devices) (i) incurred by
Landlord in order to comply with any laws, rules, regulations or requirements
of any governmental or
quasi-governmental authority having jurisdiction, regardless of when enacted,
in which case the cost of such capital expenditure shall be amortized on a straight-line basis over the useful life of such
improvement 



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in accordance with generally
accepted accounting principles consistently applied (“GAAP”), with only the amortized cost attributable to each calendar year, as
applicable (plus interest thereon calculated at an annual rate equal to the “prime
rate” announced by Citibank, N.A. in New York, New York or, if not available,
then other comparable institution chosen by Landlord), being included as
Operating Expenses in any calendar year, and/or (ii) which under generally
applied real estate practice(s) are expensed or regarded as deferred expenses
(i.e., it being understood that Landlord may expense an item if it would be
less expensive to replace such item than to repair it) in which case the cost
of such capital expenditure (plus interest thereon) shall be amortized and paid
in the same manner as discussed in subparagraph (i) directly above), and/or
(iii) which replaces a service Landlord provides hereunder or improves the
operating efficiency of the Building and, in either case, results in a reduction or replacement of
Operating Expenses that would otherwise have been incurred in a year for which the Operating Expenses are
being calculated in an amount at least as great as the amount of the capital
Expenditure cost (not including interest thereon) which are being included in
such year (which costs may be amortized over the shorter of the useful life or
the period over which the labor, service or energy saving (or efficiency) costs
equal the improvement cost, plus interest thereon calculated in the same manner
as discussed in subparagraph (i) directly above.) (If a capital item falls, or
may fall, under item (i), (ii) and/or (iii) above, Landlord’s determination as to
how to apply such expense shall be binding upon the parties). Landlord may cause any or all of said services to be provided by a contractor or
contractors, whether or not affiliated with Landlord, the cost of which shall
be included in Operating Expenses. The referencing of any items above shall
not, however, ever be deemed to mean that any such items are, or will be,
actually provided to, or are available at, the Building (with Landlord, in its
sole and absolute discretion, reserving whether or not to provide any such
service or item). In determining the amount of Operating Expenses for any
calendar year (including the Operating Expense Base Period), (i) if less than ninety five percent (95%) of the Building shall have been
occupied by tenants and fully used by them, Operating Expenses shall be
increased to an amount equal to the like operating expenses which would
normally be expected to be incurred had such occupancy been ninety-five percent
(95%) and
had such full utilization been made during the entire period or (ii) if
Landlord is not furnishing particular work or services (the cost of which if
performed by Landlord would constitute an Operating Expense) to a tenant who
has undertaken to perform such work or service in lieu of the performance
thereof by Landlord, Operating Expenses shall be deemed to be increased by an
amount equal to the additional expense which would reasonably have been
incurred during such period by Landlord had Landlord furnished such work or
service to such tenant.


Notwithstanding
the above, Operating Expenses shall not include:


(i)        wages, salaries, fees and fringe
benefits paid to administrative or executive personnel or officers or partners
of Landlord;


(ii)       all costs, fees and disbursements
relating to activities for the solicitation, negotiation and execution of
leases for space in the Building (including, but not limited to, attorneys’
fees therefor);


(iii)      the cost of any repair made by Landlord
because of the total or partial destruction of the Building or the condemnation
of a portion of the Building, if such cost is covered by insurance and
reimbursed to Landlord;



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(iv)      the cost of any items for which Landlord
is reimbursed by insurance;


(v)       the cost of any work or service performed
for or facilities furnished to any tenant of the Building to a greater extent
or in a manner more favorable to such tenant than the work or services
regularly available to other tenants of the Building;


(vi)      the cost of overtime or other expense to
Landlord in curing its willful defaults or gross negligence hereunder;


(vii)     any costs representing an amount paid to a
corporation, entity or person related to Landlord which is in excess of the
amount which would be paid in the absence of such relationship;


(viii) if
electricity furnished to the Premises is measured by meters and paid by Tenant
directly to the utility supplier then the cost of electricity to other leasable
portions of the Building;


(ix) any costs
(other than management fees and costs which will not exceed the general amounts
charged by similar managers of similar office buildings in the East Tampa
submarket) in excess of expenses actually incurred and paid by Landlord;


(x)     salaries for Landlord’s executives above
the grade of building manager;


(xi)    payments of ground rent pursuant to any
ground lease covering the Building;


(xii)  Taxes;


(xiii) costs incurred in connection with the
investigation, removal, encapsulation, replacement with alternative substances
or disposal of, or other treatment of any “Hazardous Material” (as defined below)
not caused by Tenant;


(xiv)    costs of repairs, alterations, additions,
replacements, and other items which under GAAP are properly classified as
capital expenditures not specifically permitted hereunder;


(xv)     depreciation of the Building;


(xvi)    any insurance premium to the extent that
Landlord is specifically entitled to be reimbursed therefor by Tenant pursuant
to this Lease (other than pursuant to this Section) or by any other tenant or
other occupant of the Building pursuant to its lease (other than as an part of
the Operating Expenses thereunder);


(xvii)   (A) reserves for anticipated future expenses,
bad debt loss or rent loss, (B) interest and penalties incurred as a result of
Landlord’s delinquent payment of any obligation of Landlord, (C) costs associated
with the operation of the business of the entity which constitutes Landlord,
which costs are not directly related to the operation, management, maintenance
and repair of the Building or Common Areas, (D) direct costs of selling,
financing, mortgaging or transferring any of Landlord’s interest in the
Building, (E) costs of any disputes between 



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Landlord and its
employees or Landlord and any other tenant in the Building, and (F) fines or
penalties imposed as a result of Landlord’s failure to comply with applicable
laws;


(xviii)  intentionally deleted;


(xix)     (A) costs resulting from the negligence of
Landlord, its employees or contractors; (B) costs of services or other benefits
supplied to other tenants in the Building not provided to Tenant, (C) costs
resulting from violations by Landlord or other tenants of any lease, including
this Lease; (D) Landlord’s charitable or political contributions; (E)
compensation paid to clerks, attendants, or other persons in commercial
concessions operated by Landlord, and (F) costs to acquire sculptures,
paintings and other objects of art located within or outside the Building;


(xx)      the cost of any services provided by
Landlord or Landlord’s affiliates to the extent that such costs are in excess
of what they would have been if provided by an unrelated third party; and


(xxi)      Landlord agrees not to include in
Operating Expenses any expense or cost for which it is reimbursed under another
provision of this Lease or for which Landlord will be reimbursed for the same
item more than once.


2.             TERM.


The term of this Lease
(hereinafter referred to as “Term”) shall
be for the period stated in Exhibit B attached hereto, commencing on the
“Commencement Date” as established by Exhibit B and ending at noon on
the last day of the month in which the “Termination Date” as established by Exhibit
B occurs, unless sooner terminated or extended as provided herein or
pursuant to law (i.e., if the Term commences on a day other than the first day
of a month, then the Term shall be extended for such fractional month). The
intention of the parties is that Landlord will deliver exclusive possession of
the Demised Premises to Tenant upon the execution of this Lease and no later
than January 3, 2007. “Rent” (as defined below) shall commence on the date that
is ninety (90) days after exclusive possession of the Demised Premises is
delivered to Tenant (other than for “Landlord’s Work”, as defined below). If
Landlord is unable to give possession of the Demised Premises on the aforesaid
date because of the holding-over or retention of possession of any tenant,
undertenant or occupants, or for any other reason, Landlord shall not be
subject to any liability for failure to give possession on said date and the
validity of the Lease shall not be impaired under such circumstances, nor shall
the same be construed in any way to extend the Term of this Lease, but the Rent
payable hereunder shall be abated (provided Tenant is not responsible for the
inability to obtain possession) until after Landlord shall have given Tenant
written notice that Landlord is able to deliver possession in the condition
required by this Lease. In the event that Landlord cannot deliver exclusive
possession (as described above) of the Demised Premises to Tenant by June 30,
2007, Tenant may, at any time thereafter, terminate this Lease by giving
written notice to Landlord. If permission is given to Tenant to enter into the
possession of the Demised Premises or to occupy premises other than the Demised
Premises prior to the date specified as the commencement of the Term of this
Lease (with Tenant acknowledging that it may not occupy the Premises until it
receives Landlord’s consent), Tenant covenants and agrees that such possession
and/or 



 5
 






 



 


occupancy shall be deemed
to be under all the terms, covenants, conditions and provisions of this Lease
except the obligation to pay the Rent set forth herein.


3.             BASE
RENT


Tenant shall pay to
Landlord at the office of Landlord set forth above, or at such other place as
Landlord may from time to time designate in writing, the annual sum stated in Exhibit
B attached hereto (such annual sum being hereinafter referred to as “Base Rent”) in equal monthly installments, each in advance
on or before the first (1st) day of each and every calendar month during the
Term, without any set off or deduction whatsoever. If the Term commences other
than on the first (1st) day of a calendar month or ends other than on the last
day of the calendar month, the Base Rent for such month shall be prorated (with
payment for the fractional month at the start of the Term being due on the date
the Term commences in a pro rated amount equal to the sum set forth for month
one (1) and with month one (1) as provided in Exhibit B referring to the
first full month). Tenant hereby delivers to Landlord the Prepaid Base Rent (as
defined in Exhibit B attached hereto) to be held by Landlord and applied
towards the first installment of Base Rent payable under this Lease (except as
otherwise provided in Exhibit B). If any payment or installment of Rent
shall not be received by Landlord within five (5) days of the date due then, in
addition to all other rights and remedies to which Landlord is entitled, Tenant
shall also be responsible for and shall immediately pay Landlord, as Additional
Rent, a service charge equal to the greater of (i) a sum equal to two percent
(2%) of the amount which is past due or (ii) seventy five dollars ($75.00), for
the administrative expenses Landlord incurs as a result of the late payment. In
addition to Base Rent, Tenant also agrees to pay to Landlord on the first day
of each calendar month (and together with each such payment) a sum equal to any
sales tax, use tax, tax on rentals, and any other governmental charges, taxes
and/or impositions now in existence or hereafter imposed based upon the
privilege of renting the Demised Premises and/or upon the amount of “Rent” (as
defined below) collected therefor. Tenant shall also be responsible for and
shall pay before delinquency all municipal, county or state taxes assessed
during the Term of this Lease against any occupancy interest or personal
property of any kind, owned by or placed in, upon or about the Demised Premises
by Tenant.


4.             ADDITIONAL
RENT.


In addition to paying the
Base Rent specified in Section 3 hereof, Tenant shall pay as “Additional Rent” the amounts described in this Section 4.
The Base Rent and Additional Rent are sometimes hereinafter collectively
referred to as the “Rent”. The
Tenant shall pay all applicable sales
or use taxes due upon rent, additional rent, or any amounts due hereunder.


A.            Tax Amount  —  Beginning with the
expiration of the “Tax Base Period” (as defined below) and continuing
throughout the remainder of the Term, Tenant shall pay to Landlord, as
Additional Rent, an amount (“Tax Amount”)
equal to Tenant’s Proportionate Share of the Taxes for each Tax Year in excess
of the Taxes (the “Tax Base”) for the calendar year identified on Exhibit B
attached hereto (the “Tax Base Period”).  In addition, if the day following the
expiration of the Tax Base Period is not the first day of the first whole Tax
Year occurring during the Term, then (without otherwise affecting the Tax
Amount payable during such first Tax Year) the Tax Amount payable by Tenant for
such period occurring until the start of such first Tax Year shall be an additional amount equal to the Tax Amount due
during such 



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first Tax Year
prorated (to account for such partial period) on the basis by which the number
of days actually occurring during such partial period until the start of such
first Tax Year bears to 365.  Likewise,
if this Lease expires or is terminated on a day other than the last day of a
Tax Year, then the Tax Amount payable by Tenant during the year in which this
Lease expires or is terminated shall also be prorated (to account for such
partial period) on the basis by which the number of days of the Term (including
the date on which the Lease expires or is terminated) falling within. such Tax
Year bears to 365. The
Tax Amount for each Tax Year (or partial period, as discussed above) shall be
paid in monthly estimated installments during such Tax Year (or partial period,
as discussed above) on the first day of every month, in advance, or as may
otherwise be directed by Landlord, without notice, demand, offset or abatement,
as indicated below. The amount of the estimated monthly installments shall be
estimated and adjusted from time to time by Landlord by written notice
to Tenant. Upon receipt by Landlord of bills
for Taxes for a Tax Year, Landlord shall furnish Tenant with a written
statement of the total estimated. installments paid by Tenant for such Tax Year
and the actual Tax Amount for such Tax
Year (the “Reconciliation Tax Notice”). Tenant shall pay any
deficiency as shown on such statement to Landlord within fifteen (15) days
after delivery of such statement. Any excess payment by Tenant shown on such
statement shall be credited against payments next due from Tenant or, if no
such payments are next due, such excess payment shall be refunded to Tenant.
Also, in addition to all Base Rent and Additional Rent payable pursuant to this
Lease, Tenant shall also pay to Landlord, as Additional Rent, within fifteen
(15) days after Landlord delivers a statement therefor to Tenant, Tenant’s
Proportionate Share of all reasonable and actual fees and costs (including
without limitation the reasonable and actual fees and all disbursements of
attorneys, third party consultants, experts and others) incurred by Landlord in
seeking to obtain a reduction or a limit on the increase in any Taxes, regardless
of whether any reduction or limitation is obtained. To the extent to which any
tax refund (or reduction) payable as a result of any proceeding to review the
said assessed valuation is payable by reason of compromise or settlement of any
such proceedings, Tenant shall be entitled to a refund (and/or reduction of the
Tax Amount) of its proportionate share of any such savings or reduction.


Landlord acknowledges
that Tenant is in the process of applying to the State of Florida for tax
refund credits. Landlord agrees to reasonably cooperate with Tenant in such
process and structure the Lease (and the payment of the Tax Amount) to assist
Tenant in obtaining such tax refund credits at no cost to Landlord. Landlord
agrees to provide Tenant with a detailed breakdown of all components of Rent
relating to Taxes (including, without limitation, all tax bills) in order for
Tenant to provide the State of Florida with precise information relating to all
components of Rent that relate to the Taxes.


B.            Electricity — Tenant
covenants and agrees that, at all times, its use of electric current shall
never exceed the capacity of the feeders to the Building or the risers or
wiring installation thereof. In connection therewith, Tenant expressly agrees
that all installations, alterations and additions of and to the electrical
fixtures, appliances or equipment within the Demised Premises shall be subject
to Landlord’s prior written approval in each instance, which shall not be
unreasonably withheld or delayed and, if such approval shall be given, rigid
conduit only shall be permitted; provided, however, that Tenant shall not
require Landlord’s approval for standard office equipment and appliances,
including, without limitation, photocopy machines, computers, lighting
fixtures, lamps, microwave, refrigerator and dishwasher. Landlord represents to
Tenant that the Building and the Demised Premises have seven and one-half (7.5)
watts live 



 7
 






 



 


load of power per
usable square foot of the Demised Premises (including lighting) and Landlord
acknowledges that Tenant is relying on Landlord’s representation in entering
into this Lease.  If, in connection with
any request for such approval, Landlord shall, in its reasonable judgment,
determine that either the feeders to the Building (or the Demised Premises), or
the risers or wiring thereof, shall be insufficient to supply Tenant’s
electrical requirements with respect thereto, Landlord shall, at the sole cost
and expense of Tenant, install any additional feeder(s) or riser(s) that
Landlord shall deem necessary with respect thereto, provided, however, that, if
Landlord shall determine, in its reasonable judgment, that the same will cause
permanent damage or injury to the Building or to the Demised Premises, cause or
create a dangerous or hazardous condition, entail excessive or unreasonable
alterations, repairs, or expense, or unreasonably or adversely interfere with,
or disturb, the other tenants or occupants of the Building, or any other
reason, then Landlord shall not be obligated to make such installation, and
Tenant shall not make the installation, alteration, or addition with respect to
which Tenant requested Landlord’s consent. In addition to the installation of
such riser or risers, Landlord will also, at the sole cost and expense of
Tenant, install all other equipment necessary and proper in connection
therewith, subject to the aforesaid terms and conditions.  Landlord shall not be liable in any way to
Tenant or any other party for any interruption, failure or defect in supply or
character of electrical current furnished to the Demised Premises or the
Building and/or if electric current is unavailable or is no longer available to
the Demised Premises or the Building and/or is unsuitable for Tenant’s
requirements; provided such interruption, failure or defect is not due to the
negligence or willful acts of Landlord, its employees or contractors, and
provided further that in such event (other than a fire or other casualty
governed by Section 13 hereof), if the unavailability of electricity is for a
period of greater than five (5) consecutive business days, the Rent shall be
abated starting on the sixth (6th) business day thereafter and if such
unavailability of electricity continues for a period of thirty (30) business
days thereafter, Tenant shall have the right to terminate this Lease. Landlord
shall furnish and install Building standard lighting tubes, ballasts, lamps and
bulbs used in the Demised Premises which shall be included in Operating
Expenses.


Tenant shall make all
arrangements necessary to obtain on a direct supply basis from the public
utility furnishing electricity to the Building all electricity consumed or to
be consumed in (as well as in connection with) the Premises.  Tenant shall be responsible to the utility
for the payment before due of all charges for electricity consumed in or at the
Demised Premises, as determined by a meter or meters (measuring both
consumption and demand), panel boards, wiring and related equipment installed
(or, if existing, retrofitted) by Tenant or Landlord, all at Tenant’s sole cost
and expense.  Tenant, at its sole cost
and expense, shall also be responsible for keeping the meter(s) and related
equipment in good working order and repair, as well as for all other charges,
meter purchases and installation costs and connection fees.


C.            Operating Expense
Payment — Beginning
with the expiration of the “Operating Expense Base Period” (as defined below)
and continuing throughout the remainder of the Term, Tenant shall also pay
Landlord, as Additional Rent, an amount (the “Operating
Expense Amount”) equal to
Tenant’s Proportionate Share of the Operating Expenses for each calendar year, and partial calendar
year, in excess of the Operating Expenses
(the “Operating Expense Base”) for the calendar year identified on Exhibit
B attached hereto (the “Operating Expense
Base Period”). Tenant’s
payment of the Operating Expense Amount for each full calendar year and
partial calendar year shall be paid in monthly installments on the first day of




 8
 






 



 


each calendar
month, in advance, without notice, demand, offset or abatement, in an amount
estimated by Landlord from time to time. Landlord shall have the right, at any
time and from time to time
during each calendar year, by notice to Tenant, to change said estimate based on changed circumstances, additional
facts previously unknown to Landlord or for any other reason. Subsequent to the
end of each full calendar year, or partial calendar year (as applicable),
Landlord shall notify (the “Reconciliation Operating
Expense Notice”) Tenant of Tenant’s actual Operating Expense Amount
for such full calendar year or partial calendar year. If the payment made by
Tenant pursuant to this paragraph for any full or partial calendar year shall
be less than the actual amount due from Tenant for such year as determined by
the foregoing formula and as shown on such notice, Tenant shall pay to Landlord
the difference between the amount paid by Tenant and the actual amount due,
within thirty (30) days after
receipt of such notice. If the total Operating Expense Amount paid by Tenant
for any full or partial calendar year shall exceed the actual amount due from
Tenant for such full or partial calendar year, and provided Tenant is not
otherwise in default under this Lease, such excess shall be credited against
the next payment for Operating Expenses due from Tenant to Landlord pursuant to
this paragraph. If the day following the expiration of the Operating Expense
Base Period is a day other than the first day of the calendar year, or if the
Term shall end on a day other than the last day of the calendar year, then
Tenant’s Operating Expense Amount for such partial year shall be billed and
adjusted on the basis of such fraction of a calendar year, provided that the
amount which Tenant shall owe shall be the total Operating Expenses as
aforesaid annualized for the full period for which such partial year or
year-end calculation is made, pro-rated for that portion of the Term which
occurs during such full period (but without regard to the actual expenditures incurred
during such actual pro-rated period). Landlord’s failure to ever request or
require the payment by Tenant of any sums pursuant to this provision, or
otherwise fail to deliver any notice to Tenant pursuant to this provision,
shall never operate as a waiver against Landlord, and such sums shall continue to be owed by Tenant
until paid. The terms of this provision shall expressly survive the termination
or expiration of this Lease.


D.            Miscellaneous — All amounts due under this Section as
Additional Rent shall be payable in the
manner and at such place as Base Rent provided for in Section 3 hereof
(except as otherwise indicated above). Tenant agrees that the Tax Amount and the Operating Expense
Amount, as applicable, from time to time computed by Landlord shall be final and binding for all purposes
unless, within one hundred twenty (120) days after Landlord sends the
applicable Reconciliation Tax Notice or the Reconciliation Operating Expense
Notice, as applicable, Landlord receives from Tenant written notice (i)
disputing such amount (the “Disputed Amount”),
(ii) designating an attorney or accountant, or other appropriate real estate
professional reasonably acceptable to Landlord, and appointed by Tenant, at
Tenant’s sole cost and expense and not on any type of contingent-fee basis, to
review the Disputed Amount with Landlord and/or its designated representatives,
and (iii) confirming that the Disputed Amount
shall not be subject to adjustment, and agreeing to pay upon demand all of
Landlord’s reasonable costs and expenses in connection with such review (but
not more than $1,500), including without limitation all reasonable attorneys’
fees and accountants’ fees, unless as a result thereof, the Disputed Amount is
demonstrated to reflect an error in excess of four percent (4%) of the amount
actually due from Tenant. In the event the Disputed Amount is demonstrated to
reflect an error in excess of four percent (4%) of the amount actually due from
Tenant, Landlord shall reimburse Tenant’s reasonable costs and expenses in
connection with such review, including without limitation all reasonable
attorneys’ fees and accountants’ fees (in an amount not to 



 9
 






 



 


exceed $1,500).
Landlord hereby agrees, in the event Landlord timely and properly receives such
notice from Tenant, to cooperate in completing such review and refunding any
portion of the Disputed Amount (to the extent Tenant is not then in default
under this Lease) which exceeds the amount actually due from Tenant. Pending
the determination of the Disputed Amount, Tenant shall pay the Tax Amount and
the Operating Expense Amount in accordance with the applicable notice prepared
by Landlord, without prejudice to Tenant’s position. Without limitation on other obligations of Tenant which shall survive
the expiration of the Term, Tenant’s obligation to pay the Additional Rent
provided for in this Section 4 accrued but not paid for periods prior to the
expiration or termination date of the Term shall survive such expiration
or termination. Notwithstanding
and in addition to the foregoing, Tenant and its agents and representatives
shall have, within the one hundred twenty (120) day-period after Landlord sends
the applicable Reconciliation Operating Expense Notice, the right to audit
Landlord’s books and records relating to Operating Expenses and Landlord shall
cooperate with Tenant and its agents and representatives in connection with
such audit including, without limitation, Landlord shall make available all of
its financial and operating expense records for such audit, at Tenant’s sole
cost and expense.


E.             Notwithstanding anything set forth
herein to the contrary, Landlord agrees that the Operating Expenses passed
through to Tenant (other than with respect to any applicable taxes, insurance
and utilities) shall not be increased by more than five percent (5%) per annum
on a cumulative compounded basis.


F.             Landlord represents and warrants to
Tenant the following historical Operating Expense charges to tenants in the
Building:




	
  2006 (Estimated)

  	
   

  	
  $5.22 per rentable square foot

  
	
  2005 (Actual)

  	
   

  	
  $4.24 per rentable square foot

  
	
  2004 (Actual)

  	
   

  	
  $4.06 per rentable square foot

  






 


5.  APPROVED PLANS/TENANTS
WORK/COMMENCEMENT DATE.


A.            Attached to this Lease as Exhibit
A-2 is the approved space plan (the “Approved Space Plan”)
setting forth in detail the nature of the work and those specifications for the
standard improvements and finishes to be utilized by Tenant in connection with
the “Tenant’s Work” (as defined below). 
Prior to commencing any Tenant’s Work in the Premises, Tenant shall
deliver to Landlord a complete set of plans and specifications for the Tenant’s
Work based on the Approved Space Plan, prepared or sealed by a licensed
architect or engineer if required for issuance of a building permit or from
Tenant’s contractor in the event a building permit is not required (the “Tenant Plans”). 
Landlord shall, within ten (10) business days upon receipt of the Tenant
Plans, review and resubmit the same to Tenant, either with Landlord’s approval
(not to be unreasonably withheld conditioned or delayed) or with Landlord’s
comments thereon. Tenant shall resubmit any such proposed Tenant Plans which
are returned by Landlord without complete approval as promptly as possible, but
in any event within ten (10) days of receipt of Landlord’s comments; and such
resubmitted Tenant Plans shall contain the information or changes as reasonably
required by Landlord.  Once Landlord has
accepted such proposed Tenant Plans, Landlord shall so notify Tenant, and the
Tenant Plans as so approved by Landlord shall constitute the final approved
Tenant Plans (the “Approved Plans”).
Tenant agrees to 



 10
 






 



 


perform work (the “Tenant’s Work”)
in the Demised Premises in accordance with the Approved Plans and shall be done
at Tenant’s expense by contractors hired by Tenant, which contractors shall be
Florida licensed general contractors or Florida licensed contractors for their
trade and pre-approved in writing by Landlord, acting reasonably.  Upon completion of the Tenant’s Work, Tenant
shall deliver to Landlord evidence of payment, contractors’ affidavits and full
and final waivers of all liens for labor, services or materials.  Tenant shall defend, indemnify and hold
Landlord and the Land and Building harmless from all damages, liens, expenses,
fines, judgments, penalties and costs related to Tenant’s Work not directly
caused by Landlord, its agents or representatives, (which obligation of Tenant
shall survive the expiration or termination of this Lease).  All of the Tenant’s Work done by Tenant or
its contractors pursuant to this Sections 5 shall be done in a good and
workmanlike manner using only new grades of materials, shall be done in a
manner which does not unreasonably interfere with or unreasonably disturb other
tenants or occupants of the Building and shall comply in all respects with all
insurance requirements (with minimum amounts of $500,000 for Workers
Compensation & Employers Liability and $1,000,000 general liability,
product and completed operation liability and contractual liability on policies
that name Landlord and Landlord’s agent as additional insureds) and all
applicable laws and ordinances and rules and regulations of governmental (as
well as quasi-governmental) departments or agencies.  In addition, Tenant shall be solely responsible
for timely obtaining any and all required permits, licenses and approvals in
connection with all such work. Tenant hereby acknowledges and agrees that
Landlord is not responsible for any construction or alterations to the Demised
Premises [other than the construction of the demising wall and separating the
entryway into the Demised Premises to be performed by Landlord at Landlord’s
cost (the “Landlord’s Work”) as identified on the
Approved Space Plan] or otherwise and, in this regard, Tenant is taking the Demised
Premises in “AS IS” condition. Tenant hereby agrees that the Landlord’s Work
shall be performed by or through Landlord concurrent with the Tenant’s Work,
provided Landlord does not unreasonably interfere with Tenant in the
performance of Tenant’s Work and Tenant shall grant access to the Demised
Premises to Landlord or Landlord’s contractor at such reasonable times as may
be necessary for Landlord to complete Landlord’s Work.


B.            The Commencement Date of this Lease shall be as
established by Exhibit B attached hereto.  Once the Commencement Date is established,
Tenant shall execute an instrument upon demand confirming such date, if so
desired by Landlord, which instrument shall be consistent with the form set forth
as Schedule “1” attached to this Lease.


C.            Landlord shall be responsible for a
maximum amount not to exceed Six Hundred Forth Six Thousand Eight Hundred Forty
Five And 10/100 Dollars ($646,845.10) (the “Tenant Allowance”)
for costs and expenses incurred in connection with or associated with construction,
installation and/or performance of Tenant’s Work and for Tenant’s reasonable
costs associated with signage, fixtures, furniture, equipment and the
acquisition and installation of Tenant’s “Generator” (as defined below)
servicing the Demised Premises (collectively, the “Reimbursement
Work”), which costs and expenses include, but shall not be limited
to, the fees and expenses incurred in preparing or modifying Tenant’s space
plan (if applicable), the Approved Plans, the cost of all labor and materials
involved therewith, all permitting costs and expenses, obtaining any required
building and other permits and approvals and the certificate of occupancy or
certificate of completion (as applicable), all hard and soft costs and
architectural and engineering services. 
In the event the cost of the Reimbursement Work exceeds Six 



 11
 






 



 


Hundred Forth Six
Thousand Eight Hundred Forty Five And 10/100 Dollars ($646,845.10), Tenant
hereby acknowledges and agrees that Tenant is and shall remain responsible for
100% of all costs and expenses in excess of Six Hundred Forth Six Thousand
Eight Hundred Forty Five And 10/100 Dollars ($646,845.10) incurred by Tenant
for the Tenant’s Work.


Upon
written request of Tenant (when fifty percent (50%) of the Tenant Allowance has
been expended by Tenant in connection with the Tenant’s Work and when one
hundred percent (100%) of the Tenant Allowance has been expended by Tenant in
connection with the Tenant’s Work or when the Tenant’s Work is completed, as
applicable), Landlord shall pay such portion of the costs for the Reimbursement
Work to Tenant, provided Tenant is not then in default hereunder beyond any
applicable notice and cure periods, within thirty (30) days after receipt of
(1) a statement that Tenant’s Work, or such appropriate portion thereof, is
complete and certified by Tenant’s contractor, (2) all necessary lien waivers,
receipts or invoices, as applicable, with respect to the expenditures by Tenant
in connection with the completion of Tenant’s Work, or such appropriate portion
thereof, and a final release of lien provided by Tenant’s general contractor
and all subcontractors with a final unconditional contractor’s affidavit of
substantial completion and a copy of the Certificate of Occupancy or
Certificate of Completion, as applicable, prior to the final payment (unless
such final payment has already been made), and (3) such other documentation as
Landlord may reasonably require under the circumstances.  Notwithstanding when the Tenant Allowance is
paid by Landlord to Tenant, Tenant shall comply with the above requirements and
deliver all documentation upon the completion of Tenant’s Work and Tenant
hereby agrees to complete the Tenant’s Work. 
Tenant shall deliver reproducible as-built Approved Plans to Landlord at
the conclusion of Tenant’s Work. Any portion of the proceeds of the
Reimbursement Work not used by Tenant shall be deemed forfeited by Tenant.


D.            All alterations, improvements and
additions to the Premises, whether temporary or permanent in character, shall
without compensation to Tenant become Landlord’s property at the termination of
this Lease by lapse of time or otherwise and shall be relinquished to Landlord
in good condition, ordinary wear and tear excepted.


6.             USE
OF PREMISES


The Premises shall be
used and occupied for the sole purpose of
conducting the business described in Exhibit B attached hereto
and for no other purposes
whatsoever.  Tenant hereby agrees to use
the Premises in accordance with the provisions set forth in Exhibit B-1
attached hereto and made a part hereof.


7.             CONDITION
OF PREMISES


Tenant has fully inspected the Demised
Premises, is fully familiar with the condition thereof and agrees to take
possession of the same in their present, “AS IS” condition. Tenant
hereby acknowledges that the existing furniture and carpet in the Demised
Premises are the prior tenants’ and are not owned or leased by the Landlord.
Tenant shall perform all necessary
or desirable work in connection with
preparing the Demised Premises for its
initial occupancy at its sole cost and expense, except for the amount of the
Reimbursement Work in accordance with Section 5 above, and in conformity with the requirements contained in Section
10 of this Lease.



 12














 


No promise of the Landlord to alter, remodel or
improve the Premises or the Building (except for the proposed Common Area
upgrade of the bathrooms) and no
representation respecting the condition of the Premises have been made
by the Landlord to the Tenant, except as expressly set forth in this Lease.


8.             SERVICES,
INTERRUPTION, UTILITIES.


A.            Services.


(1)           Subject to the terms
and limitations set forth elsewhere in this Lease and electrical payments to be
paid for by Tenant as noted above, electrical service provided to the Premises
shall be on a twenty-four (24) hour per day, seven (7) day per week, three
hundred sixty five (365) day per year basis, in accordance with the provisions discussed above.


(2)           Landlord shall
provide air-conditioning (“AC”) to the Common Areas servicing the Premises (at temperatures and in
amounts selected by Landlord), through the presently existing equipment and
facilities servicing the floor of the Building of which the Premises forms a part, for normal usage during Normal
Business Hours, subject to such reduced hours or amounts as may be required by
applicable ordinances, laws, statutes, rules, regulations or requirements.
Landlord shall maintain all equipment used to provide AC to the Premises in
good working order, including appropriate preventative maintenance, and
Landlord shall make adjustments and repairs to such equipment promptly upon
Tenant’s request to maintain comfortable temperatures in all parts of the
Premises during Normal Business Hours, and during such other hours as Tenant
requires AC service to the Premises. In the event Landlord causes the AC
service to the Premises to be discontinued during Normal Business Hours for
routine maintenance matters, Landlord shall give Tenant advance notice of such
maintenance schedule, and in the further event that such routine maintenance
prevents AC service to the Premises for more than twenty four (24) hours,
Landlord shall provide adequate cooling units to Tenant for the Premises at
Landlord’s sole cost and expense. Tenant agrees that neither Tenant, nor its
agents, employees, contractors or invitees shall at any time tamper with,
adjust or touch or otherwise in any manner affect such mechanical installations
or thermostat(s). Tenant at all times agrees to cooperate fully with Landlord
and to abide by the rules, regulations and requirements which Landlord may
prescribe for the proper functioning and protection of the AC system. Landlord
reserves the right to suspend the operation of all AC equipment and facilities
at any time that Landlord, in. its sole judgment, deems it necessary to do so
for reasons such as repairs, accidents, emergencies or any situation arising in
the Premises or the Building which has an adverse affect, either directly or
indirectly, on the operation of such AC equipment and facilities, and Tenant
agrees that any such suspension in the operation of the AC equipment and
facilities may continue until such time as the reason causing such suspension
has been remedied, and that Landlord shall not be held responsible or be
subject to any claim by Tenant (or any other party) due to such suspension;
provided, however, that Landlord shall use commercially reasonable efforts to
have all such repair work (and any suspension of service) completed as
expeditiously as possible and shall be performed, to the extent possible, after
Normal Business Hours and in such manner as to minimize any adverse affect on
Tenant’s business operations. Tenant further agrees that Landlord shall have no
responsibility or liability to Tenant
(or any other party) if operation of the AC equipment and facilities is prevented by strikes or
accidents, or by the orders 



 13
 






 



or regulations of
any federal, state, county or municipal authority, or by failure of the
equipment and facilities or electrical current, steam and/or water or other
required power source and/or for any other reason whatsoever; provided that
such condition or suspension was not caused by the negligence or willful
misconduct of Landlord, its employees or contractors. Further, Tenant shall endeavor
to lower and keep closed the
venetian blinds or other window coverings in the Premises whenever required for
the proper operation of the AC.


Also,
if Tenant wishes for AC to be provided to the Common Areas servicing the
Premises during hours other than Normal Business
Hours, Tenant shall comply with such advance written notice and other requirements which Landlord may from
time to time impose. In addition to all
other sums payable by Tenant under this Lease, Tenant shall also pay to
Landlord, as Additional Rent, an amount (“Additional AC Amount”) equal to the
sum stated in Exhibit B attached
hereto, which payment shall be
made to Landlord within ten (10) days after such service was provided to Tenant
or as may otherwise be directed by Landlord, without notice, demand,
offset, reduction or abatement.


(3)           Tenant, at Tenant’s
sole expense, shall cause the Premises (specifically including any portion of
the Premises used for storage, preparation, service or consumption of food or
beverages, if so allowed) to be kept clean in building standard manner. Tenant
and its cleaning contractor and their employees and invitees shall have access
to the Premises at all times and shall have the use of Tenant’s light, power
and water in the Premises  as may be
required for the purposes of cleaning the Premises. Tenant hereby agrees that
any vending machines within the Premises shall be limited to the
following:  soda, coffee, water, candy
bars, chips and similar snacks, and shall specifically exclude prepared food,
sandwiches, yogurt and similar food products.


(4)           Notwithstanding anything set forth
herein to the contrary, Landlord shall provide services consistent with other similar class buildings in the East Tampa submarket.  Tenant shall design and build-out the Demised
Premises, as part of Tenant’s Work, so that fresh air levels shall be
maintained in accordance with similar class building standards and
ASHRAE-62-1989 standards (ventilation for acceptable indoor air quality) and
shall also provide adequate thermal environmental comfort and air velocity
limits in accordance with ASHRAE-55.


(5)            
Landlord, as part of the Operating Expenses, shall cause the foundation,
roof, exterior walls, structural elements, and all Common Areas of the
Building, including without limitation all pipes, wires and equipment located
outside of the Premises, to be maintained in good order, condition, and repair,
in a clean, sanitary, and safe condition, and in accordance with all applicable
Laws.


B.            Interruption of Services. 
Other than to the extent expressly provided for above, Landlord shall
not be required to provide any other services or utilities to the Premises,
although Landlord reserves the option to do so and charge a reasonable amount
therefor to Tenant as Additional Rent (but Tenant shall not rely on any
expectation that Landlord will do so). Further, and in addition to, and except
as provided in those provisions provided elsewhere in this Lease, Tenant agrees
that Landlord shall not be liable in damages (consequential or otherwise), by
abatement of Rent or in any manner whatsoever, if Tenant is unable to secure
electricity, gas, water, or other fuel at the Building for any reason
whatsoever and/or if electrical 



 14
 






 



service, AC or any other utility or service is
interrupted or is not provided to the Premises or the Building for any reason,
and such failures or delays shall never be deemed to constitute an eviction or
disturbance of the Tenant’s use and possession of the Premises or relieve the
Tenant from paying Rent or performing any of its obligations under this Lease
except due to or caused by the negligence or willful misconduct of Landlord,
its authorized agents, employees or contractors. Furthermore, Landlord shall
have no liability to Tenant or any other party for any damages (consequential
or otherwise), by abatement of Rent or in any manner whatsoever arising out of
any such inability to secure any such service or services except due to or
caused by the gross negligence or willful misconduct of Landlord, its
authorized agents, employees or contractors. In addition, Tenant agrees that
Landlord shall not in any way be liable or responsible to Tenant or -any other party for any loss, damage,
or expense of any kind that Tenant or any other party may sustain or incur if
either the quantity or character of AC, electrical (or any other) service is
changed, is no longer available, or is unsuitable for Tenant’s or any other
party’s requirements except due to or caused by the negligence or willful
misconduct of Landlord, its authorized agents, employees or contractors.


9.             REPAIRS  — Subject to the terms of Section 13 hereof,
Tenant will at Tenant’s own expense, keep the Premises in good order, repair
and condition at all times during the Term. Tenant shall promptly and
adequately repair all damage to the Premises and replace or repair all damaged
or broken fixtures (specifically excluding Tenant’s computer room servers and
equipment) and appurtenances, under the supervision and subject to the approval
of Landlord, and within any reasonable period of time specified by Landlord. If
the Tenant does not do so, Landlord may, but need not, make such repairs and
replacements, and Tenant shall pay Landlord the reasonable and actual cost
thereof, including an amount sufficient to reimburse Landlord for overhead and related expenses, forthwith upon being
billed for same and such amounts shall be deemed to be additional Rent due hereunder. Landlord may, but
shall not be required to, enter the Premises upon reasonable notice to Tenant
during Normal Business Hours to make such repairs, alterations, improvements
and additions as Landlord shall desire or deem necessary to the Premises or to the Building or to any equipment located in the
Building or as Landlord may be required
to do by governmental authority or court order or decree.


10.           ADDITIONS
AND ALTERATIONS; SECURITY AGREEMENT; HOME­STEAD WAIVER.


A.            Tenant shall not,
without the prior written consent of Landlord, make any alterations,
improvements or additions to the Premises. Said consent shall or may not be
unreasonably withheld only if such alterations, improvements or additions (i)
do not affect the Building’s structure or common systems or mechanical systems
or areas, (ii) do not detract from the Building’s appearance from outside of
the Premises, (iii) do not otherwise increase any costs of operating the
Building, (iv) do not decrease in any respect the value of the Building, or (v)
are otherwise, in Landlord’s reasonable opinion appropriate for the uses
permitted under this Lease. If Landlord consents to said alterations,
improvements or additions, it may impose such conditions with respect thereto
as Landlord reasonably deems appropriate, including, without limitation,
requiring Tenant to furnish Landlord with security for the payment of all costs
to be incurred in connection with such work, insurance against liabilities
(including, without limitation, all insurance as set forth below, as well as
workman’s compensation insurance as may be required by statute and/or Landlord)
which may arise out of such work, and plans and 



 15
 






 



specifications
plus permits necessary for such work. The work necessary to make any
alterations, improvements or additions to the Premises shall be done at Tenant’s
expense by contractors hired by Tenant, which contractors shall be Florida
licensed general contractors or Florida licensed contractors for their trade
and pre-approved in writing by Landlord, acting reasonably. Upon completion,
Tenant shall deliver to Landlord evidence of payment, contractors’ affidavits
and full and final waivers of all liens for labor, services or materials.
Tenant shall defend, indemnify and hold Landlord and the Land and Building
harmless from all damages, liens, expenses, fines, judgments, penalties and
costs related to such work, (which obligation of Tenant shall survive the
expiration or termination of this Lease). All work done by Tenant or its contractors pursuant to
Sections 9 or 10 shall be done in a good and workmanlike manner using only new
grades of materials, shall be done in a manner which does not interfere with or
disturb other tenants or occupants of the Building and shall comply in all
respects with all insurance requirements and all applicable laws and ordinances
and rules and regulations of governmental (as well as quasi-governmental) departments
or agencies. In addition, Tenant shall be solely responsible for timely
obtaining any and all required permits, licenses and approvals in connection
with all such work. Landlord shall reasonably cooperate with Tenant or its
contractor in obtaining any required permits, licenses or applications at no
cost to Landlord.


B.            Intentionally
deleted.


C.            All alterations, improvements and
additions to the Premises, whether temporary or permanent in character, shall without compensation to Tenant
become Landlord’s property at the termination of this Lease by lapse of time or
otherwise and shall be relinquished to
Landlord in good condition, ordinary wear and tear excepted.
Notwithstanding the foregoing, the parties expressly agree that (i) all furniture, trade fixtures and
specialty equipment in the Premises, and any additions, modifications and/or replacements thereof, shall be and
remain Tenant’s sole property, now and in the future, and shall be maintained
by Tenant in good condition and repair and removed by Tenant prior to the
expiration or early termination of the Lease Term, and (ii) if Landlord
provides Tenant with a written request to restore the Premises to the condition
the same is in as of the Commencement Date then, prior to the end of the Term, Tenant
shall cause such restoration to occur in a good and workmanlike manner and at
Tenant’s cost and expense. 
Notwithstanding anything to the contrary contained in this Lease, Tenant
hereby agrees to remove all voice and data cabling within the Premises prior to
the expiration or early termination of the Lease Term.


11.           COVENANT
AGAINST LIENS


Tenant has no authority
or power to cause or permit any lien or
encumbrance of any kind whatsoever, whether created by act of Tenant, operation
of law or otherwise, to attach to or be
placed upon Landlord’s title or interest in the Land, the Building or
the Demised Premises. In order to
comply with the provisions of Section 713.10 Florida Statutes, it
is specifically provided that neither
Tenant, nor any one claiming by, through or under Tenant, including without limitation, contractors,
subcontractors, materialmen, mechanics and/or laborers, shall have any right to
file or place any mechanics’ or materialmen’s liens of any kind whatsoever upon
the Demised Premises, the Land, the Building and/or the improvements thereon;
and any such liens are hereby specifically prohibited. All parties with whom
Tenant may deal are put on notice that Tenant has no power to subject Landlord’s
interest to any mechanics’ or materialmen’s lien of any 



 16
 






 



kind or character, and all such persons so dealing with Tenant must
look solely to the credit of Tenant, and not to Landlord’s said interest or
assets. Tenant covenants and agrees not to suffer or permit any lien of
mechanics or materialmen or others to be placed against the Land, the Building
or the Demised Premises with respect to work or services claimed to have been
performed for or materials claimed to have been furnished to Tenant or the
Demised Premises and, in case of any such lien attaching, Tenant covenants and agrees to cause it to be released and
removed of record within fifteen (15) business days of Tenant receiving notice
thereof.


In the event that such
lien is not timely released and removed, Landlord, at its sole option, may take all action necessary to release and
remove such lien (without any duty to investigate the validity thereof). Tenant
shall promptly upon notice reimburse Landlord for all reasonable and actual
sums, costs and expenses
(including reasonable attorneys’ fees) incurred by Landlord in connection with
any lien described in this section, and the same shall be deemed to be
additional Rent due hereunder.


12.           INSURANCE.


A.            Waiver of
Subrogation.  Landlord and Tenant each
hereby waive any and every claim for
recovery from the other for any and all loss of or damage to the
Building or Premises or to the contents
thereof, which loss or damage is covered by valid and collectible fire and extended coverage insurance policies.
Inasmuch as this mutual waiver will preclude the assignment of any such claim by subrogation (or otherwise) to an insurance
company (or any other person), Landlord and Tenant
each agree to give to each insurance company
which has issued, or in the future may issue, to either of them policies
of fire and extended coverage insurance, written notice of the terms of this
mutual waiver, and to have said
insurance policies properly endorsed, if necessary, to prevent the
invalidation of said insurance coverage by reason of said waiver.


B.            Coverage
Tenant shall carry insurance during the entire Term insuring Tenant and Landlord as their interests may appear with terms, coverages and
in companies reasonably satisfactory to
Landlord, and with such increases in limits as Landlord may from time to
time reasonably request, but
initially Tenant shall maintain the following coverages in. the following amounts:


(1)           In case of personal
injury to or death of any person or persons, not less than $2,000,000 for each
injury or death to a person and $2,000,000 for each incident involving personal
injury or death to persons and, in case of property damage, not less than
$2,000,000 for any one occurrence; and


(2)           In case of fire,
sprinkler leakage, malicious mischief, vandalism, and other extended coverage
perils, for the full insurable replacement value of all furniture, fixtures, equipment, merchandise and all other
items of Tenant’s property on the Premises; and


(3)           Builder’s Risk and. other types of liability insurance to cover Tenant’s
initial construction or installation of leasehold improvements, as well as any later alteration of the Demised
Premises. This insurance coverage must
be in effect during the entire period of any construction and must have
such limits as Landlord may reasonably require.



 17
 






 



Tenant shall, prior to the
first to occur of commencement of the Term or commencement of construction by
or at Tenant’s direction, furnish to Landlord certificates evidencing such
coverage, which certificates shall be accompanied by certified copies of the
applicable insurance policies and state that such insurance coverage may not be
changed or canceled without at least thirty (30) days prior written notice to
Landlord and Tenant.


C.            Avoid Action Increasing Rates.  Tenant shall comply with all
applicable laws and ordinances, all
orders and decrees of court and all requirements of other governmental
authorities, and shall not directly or indirectly, make any use of the Premises
which may thereby be prohibited or be
dangerous to person or property or which may jeopardize any insurance coverage, or may increase the cost of insurance
or require additional insurance coverage. In no event shall Tenant permit in the Premises any hazardous wastes or any flammables
such as gasoline, turpentine, kerosene, naphtha and benzine, or explosives or
any other article of intrinsically dangerous nature, and in no event shall
Tenant, its agents, employees or invitees bring any such hazardous wastes,
flammables or other articles into the Building.


D.            Landlord’s Insurance.  Landlord agrees to carry policies insuring
the Building against fire and such other perils as are normally covered by
special coverage endorsements in the county where the Premises are located in
an amount equal to One Hundred percent (100%) of the insurable value of such
improvements. Landlord agrees to carry general commercial liability insurance
covering the Land and Common Areas with a minimum limit of Two Million Dollars
($2,000,000) for any casualty resulting in bodily injury, death, or property
damage for each occurrence and a minimum limit of Ten Million Dollars
($10,000,000) general aggregate.


13.           FIRE
OR CASUALTY.


A.            Restoration/Cancellation
Upon Damage.  If the Premises shall be
damaged by fire or other casualty and if such damage does not render all or a
substantial portion of the Premises untenantable (as reasonably determined by
Landlord), then Landlord shall repair and restore the same with reasonable
promptness, subject to the terms provided below, as well as reasonable delays
for insurance adjustments and delays caused by matters beyond Landlord’s
control. If any such damage renders all or a substantial portion of the
Premises untenantable (as reasonably determined by Landlord), Landlord shall
with reasonable promptness, but not more than sixty (60) days after the occurrence of such damage, estimate
the length of time that will be required to substantially complete the repair
and restoration of such damage and
shall by notice advise Tenant of such estimate. If such estimate is that the
amount of time required to
substantially complete the repair and restoration of the Premises will exceed
one hundred eighty (180) days from the date such damage occurred, then either
Landlord or Tenant shall have the right to terminate this Lease as of the date
of such damage (without any payment of any kind by Landlord to Tenant or any
other party) upon giving notice to the other at any time within twenty (20)
days after Landlord gives Tenant the notice containing said estimate (it being understood that Landlord may, if it
elects to do so, also give such notice of termination together with the notice
containing such estimate); provided, however, Tenant shall be entitled to such
termination right only if neither Tenant nor any of its employees, authorized agents or contractors was the cause (in
whole or in part) of such fire or other
casualty due to the gross negligence or willful misconduct of said
parties.



 18
 






 



If
the Building shall be damaged by
fire or other casualty and if such damage does not render all or a
substantial portion of the Building untenantable (as reasonably determined by
Landlord), then Landlord shall repair and restore the same with reasonable promptness, subject to the terms provided below, as well as reasonable delays
for insurance adjustments and delays caused by matters beyond Landlord’s control; provided, however, Landlord shall not
be required to repair and restore the Building (regardless of whether or not a substantial portion
of the Building was damaged) if Landlord estimates the length of time that will
be required to substantially complete such
repair and restoration will exceed one hundred eighty (180) days from the
date such damage occurred if Landlord gives notice to Tenant of such within
thirty (30) days after notifying Tenant of such estimate, whereby the Lease
shall then terminate (without any payment of any kind by Landlord to Tenant or
any other party). If any such damage renders all or a substantial portion of the Building untenantable (as reasonably
determined by Landlord), Landlord, in Landlord’s sole discretion, (i) may
terminate this Lease (without any payment of any kind by Landlord to Tenant or any other party) or (ii)
shall with reasonable
promptness after the occurrence of such
damage estimate the length of time that will be required to
substantially complete the repair
and restoration of such damage and shall by notice advise Tenant of such
estimate. If Landlord receives such estimate and such estimate provides that
the amount of time required to
substantially complete the repair and restoration of the Building will
exceed one hundred eighty (180) days from the date such damage occurred, then
Landlord shall then also have the right to terminate this Lease upon giving
notice to Tenant at any time within thirty (30) days after Landlord gives Tenant the notice containing said
estimate (it being understood that Landlord
may, if it elects to do so, also give such notice of termination together with
the notice containing such estimate).


Unless this Lease is terminated as provided
for in this Section, Landlord shall proceed with reasonable promptness to
repair and restore the Premises and the Building (if applicable) within said one hundred eighty (180) days, subject
to reasonable delays for insurance adjustments and delays caused beyond
Landlord’s control, but Landlord shall have no liability to Tenant or any other
party, and Tenant shall not be entitled to terminate this Lease, in the event
such repairs and restoration are not in
fact completed within the time period estimated by Landlord, as
aforesaid, or within said one hundred eighty (180) days.  In the event Landlord does not repair and
restore the Premises and the Building (if applicable) within one (1) year from
the  date that Landlord gives Tenant
notice of the estimated length of time that will be required to substantially
complete the repair and restoration of
such damage, Tenant shall have the right to terminate this Lease upon written
notice to Landlord at any time after the expiration of such 1-year time period
and prior to Landlord’s actual delivery of the repaired and restored Premises
and Building (if applicable) to Tenant. Notwithstanding anything to the
contrary herein set forth, Landlord shall have no duty pursuant to this Section
13 to repair or restore any portion of the alterations, additions or improvements
in the Premises or the decoration thereto. If Tenant wants any other or
additional repairs or restoration and if Landlord consents thereto, the same
shall be done at Tenant’s expense subject to all of the provisions of Section
10 hereof.


B.            Rent Abatement.  In the event any such fire or casualty damage
not caused by the intentional act or gross negligence of Tenant, its employees,
authorized agents or contractors (or provided Landlord’s renter’s insurance is
not made void by Tenant, its employees, authorized agents or contractors’
actions), renders the Premises untenantable and if this Lease shall not be
terminated pursuant to Section 13A hereof by reason of such damage, 



 19
 






 



then Rent shall
abate during the period beginning with the date of such damage and ending with
the date thirty (30) days after Landlord tenders the Premises to Tenant as
being ready for occupancy. Such abatement shall be in an amount bearing the
same ratio to the total amount of Rent for such period as the portion of the
Premises not ready for occupancy from time to time bears to the entire
Premises.


14.           WAIVER
OF CLAIMS/INDEMNIFICATION


To the extent not
prohibited by law, Landlord and its officers, agents, servants and employees
shall not be liable for any damage either to person or property or resulting
from the loss of use thereof sustained by Tenant or by other persons due to the
Building or any part thereof (including, without limitation, the Common Areas)
or any appurtenances thereof becoming out of repair, or due to the happening of
any accident or event in or about the Building (including, without limitation,
the Common Areas), or due to act or any neglect of any tenant or occupant of
the Building (including, without limitation, the Common Areas) or of any other
person except due to the gross negligence or willful acts of Landlord, its
employees or contractors. This provision
shall apply particularly (but not exclusively) to damage caused by gas,
electricity, frost, steam, sewage, sewer gas or odors, fire, water or by the bursting
or leaking of pipes, faucets, sprinklers, plumbing fixtures, and windows, and
shall apply without distinction as to the person whose act or neglect was
responsible for the damage and whether the damage was due to any of the
causes specifically enumerated above or to some other cause of an entirely
different kind. Tenant further agrees that all personal property upon the
Premises, or upon loading docks, receiving and holding areas, or freight
elevators of the Building, shall be at the risk of Tenant only, and that
Landlord shall not be liable for any loss or damage thereto or theft thereof
except due to the gross negligence or willful acts of Landlord, its employees
or contractors. Without limitation of any other provisions of this Lease,
Tenant agrees to defend, protect, indemnify and save harmless Landlord from and
against all liability, claims, penalties, fines, judgments, loss, damage, cost
or expense arising out of the gross negligence or willful acts of Tenant, its
authorized agents, employees and contractors. The terms of this paragraph shall
survive the termination or expiration of this Lease.


15.           NONWAIVER


No waiver of any
provision of this Lease shall be
implied by any failure of Landlord to enforce any remedy on account of
the violation of such provision even if such violation be continued or repeated
subsequently, and no express waiver shall affect any provision other than the
one specified in such waiver and that one only for the time and in the manner
specifically stated. No receipt of monies by Landlord from Tenant after the
termination of this Lease will in any
way alter the length of the Term or of Tenant’s right of possession hereunder or after the giving of any notice shall reinstate, continue or extend the Term or affect any
notice given Tenant prior to the receipt of such monies, it being agreed that
after the service of notice or the commencement of a suit or after final
judgment for possession of the Premises, Landlord may receive and collect any Rent due, and the payment of said Rent shall not waive or affect said notice, suit or judgment.


 



 20














 


 


16.           CONDEMNATION


If
the Land or the Building (or any portion thereof which includes a
substantial part of the Premises (as reasonably determined by Landlord acting
in good faith) or which prevents the
economical operation of the Building or Premises (as reasonably
determined by Landlord acting in good faith) or which mutually adversely
affects the operation of Tenant’s business (as reasonably determined by Tenant
acting in good faith) shall be taken or condemned by any competent authority for any public or
quasi-public use or purpose then, in any such event, if Landlord or
Tenant, in each of their respective sole discretion, so desires, the Term of
this Lease and the term and estate hereby granted shall end upon, and not
before, the date when the possession of the part so taken shall be required for
such use or purpose and without apportionment of the condemnation award. Tenant
shall have no right to share in such award, but may seek its own award for loss
of or damage to Tenant’s business or its property (and the value of Tenant’s
leasehold estate, leasehold improvements paid by Tenant and moving expenses)
resulting from such taking (provided that such an award to Tenant does not in
any way diminish the award payable to Landlord on account of such taking). If
the Lease is terminated, Rent shall be apportioned as of the date of such
termination.


17.           ASSIGNMENT
AND SUBLETTING,


A.            Except as provided
herein, Tenant shall not, without the prior written consent of Landlord (which
consent shall not be unreasonably withheld, conditioned or delayed), (1)
assign, convey or mortgage this Lease or any interest hereunder; (2) suffer to
occur or permit to exist any assignment of this Lease, or any lien upon Tenant’s
interest, involuntarily or by operation of law; (3) sublet the Premises or any
part thereof; or (4) permit the use of
the Premises by any parties other than Tenant and its employees.
Landlord’s consent to any assignment, subletting or transfer or Landlord’s
election to accept any assignee, sublessee or transferee as the tenant
hereunder shall not release the original Tenant from any covenant or obligation
under this Lease, nor any future assignor or sublessor of its liability under
this Lease. Landlord’s consent to any assignment, subletting or transfer shall
not constitute a waiver of Landlord’s right to withhold its consent to any
future assignment, subletting or transfer.


B.            Tenant shall give
Landlord written notice of any proposed assignment or sublease, which notice
shall be accompanied by: (a) a conformed or photostatic copy of the proposed
assignment or sublease; (b) a statement setting forth, in reasonable detail, the identity of the proposed assignee or
subtenant, the nature of its business and its proposed use of the demised
premises; and (c) current financial information with respect to the proposed assignee or subtenant, including its most
recent financial report. Notwithstanding anything set forth herein to the
contrary, Landlord shall respond to Tenant of its decision regarding its
consent within ten (10) business days of Tenant’s request.


C.            Landlord may
withhold its consent to any proposed assignment or subletting if in Landlord’s
reasonable business judgment, the proposed assignee or subtenant (a) does not
have adequate financial responsibility, (b) intends to conduct a business in
the Premises which is inappropriate for
the Building or which is inconsistent with the then existing mix of
tenants in the Building, (c) intends to use the Premises for a
use not expressly permitted under this Lease, or (d) is otherwise objectionable
in any respect to Landlord. Tenant acknowledges and agrees that Landlord has a
vital interest in the nature, variety and location of tenants in the Building
as a whole and that Landlord’s right to withhold its consent on the aforesaid
basis to any 



 21
 






 



proposed
assignment or subletting is a material consideration for the rental rate and
terms contained in this Lease. Tenant shall also pay to Landlord, upon demand,
Landlord’s reasonable attorney’s and administrative costs and fees in connection
with any transfer and/or preparation or review of any documents in connection
with any such transfer.


D.            Tenant acknowledges
and agrees that fifty percent (50%) of any sums or any other economic consideration received by Tenant, or payable to Tenant, as
a result of any assignment, subletting or transfer of the Lease and/or the
Tenant’s interest in the Demised Premises (after deducting all of Tenant’s
reasonable costs and expenses relating to such assignment, sublet or transfer),
or any party thereof, whether denominated rent or otherwise, which exceed, in
the aggregate, the total monthly sums which Tenant is obligated to pay Landlord
under this Lease (pro rated as to any sublease to reflect obligations allocable
to that portion of Demised Premises subject to such sublease) shall be payable
monthly to Landlord, as Additional Rent, under this Lease without affecting or
reducing any other obligation of Tenant hereunder and without offset,
abatement, reduction or demand.


E.             If Tenant is a
corporation or a partnership or a trust or any other business entity, any
change of ownership resulting in a
change of majority control from those persons or entities now having
control, will be deemed an assignment requiring Landlord’s consent. (This provision does not apply if Tenant is currently
a publicly traded company, as defined by Federal Securities Laws.)


F.             Notwithstanding the
above, however, provided that Tenant is not then in default under this Lease
beyond all applicable notice and cure periods, Landlord’s approval rights [and
Landlord’s rights under Subsections (B) above & (D)], shall not be
applicable to (and such transfers shall be expressly permitted) (i) an
assignment of this Lease to, or subletting or occupancy of all or any portion
of the Demised Premises by or to an “Affiliate” (as defined below), or (ii) any
merger, consolidation or reorganization of Tenant or Tenant’s parent entity
with or into any other entity (a “Successor”), or
(iii) if Tenant or Tenant’s parent is acquired by another entity or there is
any change in ownership or control of Tenant or Tenant’s parent (provided all
or substantially all of the assets of Tenant or Tenant’s parent are acquired or
involved in such change in ownership or control), so long as such assignment,
subletting or occupancy by an Affiliate or such merger, consolidation or
reorganization with a Successor or such acquisition or change of control is not
undertaken primarily for the purpose of avoiding the restrictions on assignment
contained in this Section 17 and so long as the Affiliate or Successor has
a tangible net worth of less than the greater of (1) Tenant’s tangible net
worth at the time of execution of this Lease, or (2) Tenant’s tangible net
worth at the time of the subletting, assignment, merger or consolidation.  “Affiliate”
shall mean any entity controlling, controlled by or under common control with
Tenant which, for purposes hereof, shall mean (x) ownership by Tenant of more
than 51% of the outstanding voting capital stock of a corporation or more than 51%
of the beneficial interests of any other entity and (y) the ability to
effectively control or direct the business decisions of such corporation or
entity.


18.           SURRENDER
OF POSSESSION


Upon the expiration of the Term or upon the termination of Tenant’s right of possession, whether by lapse of
time or at the option of
Landlord as herein provided, Tenant
shall 



 22
 






 



immediately
surrender the Premises to Landlord in good order, repair and condition,
ordinary wear excepted. All
permanent alterations, improvements and additions
to the Premises shall without compensation to Tenant become Landlord’s
property at the termination of this
Lease by lapse of time or otherwise and shall be relinquished to Landlord in
good condition, ordinary wear excepted, unless otherwise expressly provided in
this Lease. Tenant shall remove all of its property from the Premises. Tenant agrees to remove at the termination of
the Term or of its right of possession the following items of property: furniture,
trade fixtures, equipment and
all other items of Tenant’s property or temporary improvements on the Premises,
except for such property which pursuant to the terms of this Lease, are Landlord’s property or in which Landlord enjoys
a security interest, and Tenant shall pay to Landlord upon demand the cost of repairing any damage to the Premises
and to the Building caused. by any such removal. If Tenant is required to but shall fail or refuse to
remove any such property from the
Premises, Tenant shall be conclusively presumed to have abandoned the
same, and title thereto shall thereupon pass to Landlord without any cost either by set off, credit, allowance or
otherwise, and Landlord may at its
option accept the title to such property or at Tenant’s expense may (1) remove
the same or any part in any manner
that Landlord shall choose, and (2) store, destroy or otherwise dispose of the
same without incurring liability to
Tenant or any other person.


19.           HOLDING
OVER


In the event Tenant holds
over at the expiration of the Term, the tenancy shall become a month-to-month
tenancy on the same terms and conditions of the Lease except Tenant shall pay
to Landlord an amount as Rent equal to 125% of the Rent in effect for the last
month of the Term during each month or portion thereof for which Tenant shall retain
possession of the Premises or any part thereof after the termination of the
Term or of Tenant’s right of possession, whether by lapse of time or otherwise.


20.           ESTOPPEL
CERTIFICATE


A.            Tenant agrees upon request by Landlord, that Tenant
will deliver to Landlord a statement in writing certifying (1) that this Lease
is unmodified and in full force and effect (or, if there have
been modifications, that the Lease as modified is in full force and effect);
(2) the dates on which Tenant began paying Rent and that no Rent has been paid
in advance; (3) that neither the Tenant nor the Landlord is in default under
any provision of this Lease, or, if in default, the nature thereof in detail;
(4) that Tenant has no existing defenses or offsets to the enforcement of the Lease or, if any, specifying same; and (5) that Tenant has
accepted and occupied the Premises;
and (6) such other information which Landlord may reasonably
request; it being intended that any such statement may be relied upon by any
prospective purchaser, mortgagee or tenant of the Building, or any prospective
assignee of any mortgage thereof.  Tenant
shall execute and deliver whatever
instruments may be required for such purposes, and in the event Tenant
fails so to do within ten (10) days
after demand in writing Tenant shall be considered in default under this Lease
notwithstanding any other notice and cure periods as may be otherwise provided
herein.


B.            Landlord agrees upon request by
Tenant, but not more than once in any six (6) month time period, that Landlord
will deliver to Tenant a statement in writing certifying (1) that this Lease is
unmodified and in full force and effect (or, if there have been modifications,
that the Lease as modified is in full force and effect); (2) the dates on which
Tenant began paying 



 23
 






 



Rent and that no Rent has
been paid in advance; (3) that neither the Tenant nor the Landlord is in
default under any provision of this Lease, or, if in default, the nature
thereof in detail; and (4) such other information which Tenant may reasonably
request; it being intended that any such statement may be relied upon by any
prospective purchaser, lender or unrelated assignee of the Tenant.  Landlord shall execute and deliver whatever
instruments may be reasonably required for such purposes.


21.           SUBORDINATION/FINANCIAL
STATEMENTS


A.            Subordination. This Lease is subject and subordinate to
all present ground or underlying leases of the Land and to the lien of any
mortgages or trust deeds, now in force against the Land, or all or any part of
either, and to all renewals, extensions, modifications, consolidation and
replacements thereof, and to all advances made or hereafter to be made upon the
security of such mortgages or trust deeds. Tenant has approved the form of the
Subordination, Non-Disturbance and Attornment Agreement (the “SNDA”) prepared by Landlord’s current mortgagee, which is
attached hereto as Exhibit H and incorporated herein by this reference.
Landlord shall request and use commercially reasonable efforts to have a copy
of the SNDA executed by Landlord’s current mortgagee delivered to Tenant within
thirty (30) days of the Effective Date of this Lease. Landlord shall use
commercially reasonable efforts to cause any future mortgagee to deliver to
Tenant a commercially reasonable non-disturbance agreement on such mortgagee’s
standard form during the Term of the Lease. 
Tenant’s obligation to subordinate its interests to any future ground
lessor or mortgagee will be conditioned on such ground lessor or mortgagee
executing and delivering such non-disturbance agreement.  Tenant agrees that it will execute and return
to Landlord such non-disturbance agreement within fifteen (15) days of receipt
of same from Landlord, ground lessor or mortgagee.  Notwithstanding anything to the contrary
herein, failure of Tenant to execute and return a subordination,
non-disturbance and attornment agreement as provided in this paragraph shall be
deemed a default by Tenant hereunder notwithstanding any other notice and cure
periods as may be otherwise provided herein.


B.            Financial
Statements.  Provided Tenant is not a
publicly traded company, Tenant shall promptly provide Landlord with a full and
complete copy of Tenant’s (and all guarantors’) annual financial statements
(which shall be certified by the company’s chief financial officer if requested
by Landlord) within ten (10) days after request by Landlord. Landlord may
disclose such statements to Landlord’s mortgagees or ground lessors, potential
mortgagees or ground lessors, potential purchasers and/or to such similar
parties as Landlord may designate.


22.           CERTAIN
RIGHTS RESERVED BY LANDLORD


Landlord shall have the
following rights, each of which Landlord may exercise without liability to
Tenant for damage or injury to property, person or business on account of the
exercise thereof, and the
exercise of any such rights shall not be deemed to constitute an eviction or
disturbance of Tenant’s use or possession of the Premises and shall not give
rise to any claim for set off or abatement of rent or any other claim:


A.            To change the
Building’s name or street address.



 24
 






 



B.            To install, affix and
maintain any and all signs on the exterior and on the interior of the Building.


C.            To decorate or to
make repairs, alterations, deletions, substitutions, additions, or improvements,
whether structural or otherwise, in and about the Building, or any part
thereof, and for such purposes to enter upon the Premises (including, without
limitation, installing, using, maintaining, repairing and/or replacing pipes,
ducts and conduits in and through the Premises), and, during the continuance of
any of said work, to temporarily close doors, entryways, public space and
corridors in the Building and to interrupt or temporarily suspend services or
use of facilities, all without affecting any of Tenant’s obligations hereunder,
so long as the Premises are reasonably accessible and usable.


D.            To access the
Premises at any time in the event of an emergency and Tenant relieves and
releases the Landlord of all responsibility arising out of theft, robbery and
pilferage therefrom. Upon the expiration of the Term or of Tenant’s right to
possession, Tenant shall return all keys to Landlord and shall disclose to
Landlord the combination of any permitted safes, cabinets or vaults left in the
Premises. Landlord hereby acknowledges that Tenant intends to install a key
card access system to enter the Premises.


E.             To designate that
window treatments shall consist of Building Standard blinds and to designate
and approve, prior to installation, all types of additional window shades,
blinds or draperies.


F.             To approve the
weight, size and location of safes, vaults and other heavy equipment and
articles in and about the Premises and the Building (so as not to exceed the
legal live load per square foot designated by the structural engineers for the
Building), and to require all such items and furniture and similar items to be
moved into or out of the Building and Premises only at such times and in such
manner as Landlord shall direct in writing. Tenant shall not install or operate
machinery or any mechanical devices of a nature not directly related to Tenant’s
ordinary use of the Premises without the prior written consent of Landlord.
Movements of Tenant’s property into or out of the Building and within the
Building are entirely at the risk and responsibility of Tenant and Landlord
reserves the right to require permits before allowing any property to be moved
into or out of the Building.


G.            To close the
Building after Normal Business Hours and on Sundays and legal holidays subject,
however, to Tenant’s right to admittance to the Premises under such regulations
as Landlord may prescribe from time to time.


H.            To establish
controls for the purpose of regulating all property and packages (both personal
and otherwise) to be moved into or out of the Building and Premises.


I.              To reasonably
regulate delivery and service of supplies in order to insure the cleanliness
and security of the Premises and to avoid congestion of the loading docks,
receiving areas and freight elevators.


J.             To show (during
Normal Business Hours and with reasonable advance notice to Tenant) the
Premises to prospective tenants at reasonable hours during the last twelve (12)
months of the Term and, if vacated or abandoned, to show the Premises at any
time and to 



 25
 






 



prepare the
Premises for reoccupancy.


K.            To erect, use and
maintain pipes, ducts, wiring and conduits, and appurtenances thereto, in and
through the Premises at reasonable locations, provided same do not unreasonably
interfere with Tenant’s business operations.


L.             To retain exclusive
control and management over all Common Areas, expressly reserving to Landlord
the right to alter, eliminate, enlarge or otherwise make such changes to the
Common Areas as Landlord, in its sole discretion, shall deem desirable.
Landlord may operate, manage, equip, light and maintain the Common Areas in
such manner as Landlord may from time to time determine.


23.           RULES
AND REGULATIONS


Tenant covenants and
agrees to keep and observe the rules and regulations attached to this Lease as Exhibit
C and made a part hereof. Landlord shall have the right from time to time
to prescribe additional rules and regulations which, in its reasonable
judgment, may be desirable, each of which additional rules and regulations
shall become a part of this Lease. Landlord agrees that it will uniformly
enforce the rules and regulations against all tenants in the Building.


24.           DEFAULT/LANDLORD’S
REMEDIES


If default shall be made
in the payment of the Rent or any installment thereof or in the payment of any
other sum required to be paid by Tenant under this Lease or under the terms of
any other agreement between Landlord and Tenant and such default shall continue
for a period of five (5) days or if default shall be made
in the observance or performance of any of the other covenants or conditions in
this Lease which Tenant is required to observe and perform and such default
shall continue for a period of thirty (30) days after written notice to Tenant,
or if a default
involves a hazardous condition and is not cured by Tenant immediately upon
written notice to Tenant, or if the interest of Tenant in this Lease shall be
levied on under execution or other legal process, or if voluntary petition in
bankruptcy or for corporate reorganization or any similar relief shall be filed
by Tenant, or if any involuntary petition in bankruptcy shall be filed against
Tenant under any federal or state bankruptcy or insolvency act and shall not
have been dismissed within sixty (60) days from the filing thereof, or if a
receiver shall be appointed for Tenant or any of the property of Tenant by any
court and such receiver shall not have been dismissed within sixty (60) days
from the date of his appointment, or if Tenant shall make an assignment for the
benefit of creditors, or if Tenant shall admit in writing Tenant’s inability to
meet Tenant’s debts as they mature, then Landlord may treat the occurrence of
any one or more of the foregoing events as a breach of this Lease, and
thereupon at its option may, with or without notice or demand of any kind to
Tenant or any other person, have any one or more of the following described
remedies in addition to all other rights and remedies provided at law or in
equity or elsewhere herein:


A.            Landlord may (1)
terminate this Lease and the Term created thereby, and thereupon re-enter and
take possession of the Premises, with legal process, and (2) at its option and
without further notice, declare the Rent, for the entire remaining Term of this
Lease, and any other indebtedness hereunder, if any, immediately due and
payable as agreed upon liquidated 



 26
 






 



damages without
regard to whether or not possession shall have been surrendered to or taken by
Landlord, and may commence action immediately thereupon and recover judgment
therefore. In determining the Rent which would be payable by Tenant hereunder
subsequent to default, the annual Rent for each year of the unexpired Term
shall be calculated by not only computing the Base Rent for such period, but
also computing Additional Rent for such period utilizing the average Additional
Rent paid by Tenant from the commencement of the Term to the time of default,
or during the preceding full calendar year, whichever period is shorter. In the
event of any such acceleration of Rent, Landlord shall discount the same to
present value based on the then current prime or base rate charged by Citibank,
N.A. in New York, New York prior to seeking recovery thereof.


B.            Landlord may
terminate Tenant’s right of possession and may repossess the Premises by
forcible entry and detainer suit, by taking peaceful possession or otherwise,
without terminating the Lease, in which event Landlord may, but shall be under
no obligation to, relet the same for the account of Tenant, for such rent and
upon such terms as shall be satisfactory to Landlord. For the purpose of such
reletting, Landlord is authorized to decorate or to make any repairs. If
Landlord shall fail to relet the Premises, Tenant shall pay to Landlord as
damages a sum equal to the amount of the rental reserved in this Lease for the
balance of its original Term.  If the
Premises are relet and a sufficient sum shall not be realized from such
reletting after paying all of the costs and expenses of such decorations,
repairs, changes, alterations and additions and the expenses of such reletting
and of the collection of the rent accruing therefrom to satisfy the Rent
provided for in this Lease, Tenant shall satisfy and pay any such deficiency
upon demand therefor from time to time. Tenant agrees that Landlord may file
suit to recover any sums falling due under the terms of this Section 24 from
time to time and that no suit or recovery of any portion due Landlord hereunder
shall be any defense to any subsequent action brought for any amount not
theretofore reduced to judgment in favor of Landlord.


C.            Landlord agrees that it shall, at
all times, act in a commercially reasonable manner in attempting to mitigate
its damages in the event of a Tenant default hereunder.


25.           EXPENSES
OF ENFORCEMENT


Tenant shall pay upon
demand, as Additional Rent, all Landlord’s reasonable costs, charges and
expenses, including the reasonable fees and out of pocket expenses of counsel,
agents and others retained by Landlord, incurred in enforcing Tenant’s
obligations hereunder or incurred by Landlord in any litigation at the trial
and appellate levels, negotiation or transaction in which Tenant causes
Landlord without Landlord’s fault to become involved or concerned.


26.           COVENANT
OF QUIET ENJOYMENT


Landlord covenants that
Tenant, on paying the Rent, charges for services and other payments herein
reserved, and, on keeping, observing and performing all the other terms,
covenants, conditions, provisions and agreements herein contained on the part
of Tenant to be kept, observed, and performed, shall, during the Term, peaceably
and quietly have, hold and enjoy the Premises without any manner of molestation
or hindrance from Landlord or any person, firm or corporation claiming by or
through Landlord, subject to the terms, covenants, 



 27
 






 



conditions, provisions,
and agreements hereof.


27.           SECURITY
DEPOSIT.


A.            Tenant has deposited
with Landlord the sum set forth and listed as the Security Deposit on Exhibit
B attached hereto, in cash, as security for the faithful performance,
observance and compliance with all of the terms, covenants and conditions of
this Lease on Tenant’s part to perform, observe or comply with. This sum shall
be held by Landlord free of trust, and may be co-mingled with other (including
Landlord’s own) funds, and Tenant shall not be entitled to receive the interest
earned thereon, if any.  Landlord may use
or apply on Tenant’s behalf or retain during the Term the whole or any part of
the Security Deposit to the extent required for the payment of any Rent or
other sums as to which Tenant may be in default hereunder or for any sum which
Landlord may expend by reason of Tenant’s default in respect to any of the
terms of this Lease, including but not limited to, any deficiency or damage
incurred in reletting the Premises. After each application from the Security Deposit,
Tenant shall upon demand replenish said deposit to the amount hereinabove set
forth.  In the event that Tenant shall
comply with all terms, provisions, covenants and conditions of this Lease, and
provided that Tenant is not then in default beyond all applicable notice and
cure periods, then after the expiration of the first (1st) Lease Year, Landlord shall
return to Tenant, within thirty (30) days after such date, the equivalent of
one (1) month’s Base Rent of the Security Deposit. In the further event that
Tenant shall comply with all terms, provisions, covenants and conditions of
this Lease, and provided that Tenant is not then in default beyond all
applicable notice and cure periods, then after the expiration of the second (2nd) Lease Year, Landlord shall
return to Tenant, within thirty (30) days after such date, the equivalent of
one (1) month’s Base Rent of the Security Deposit. In the event that Tenant
shall comply with all terms, provisions, covenants and conditions of this
Lease, that portion, if any, of the cash security, as the case may be, not
justifiably returned, used, applied or retained shall be returned to Tenant
within thirty (30) days after the Termination Date and after the delivery of
possession of the entire Demised Premises to Landlord, in accordance with, and
subject to, the applicable provisions of this Lease.


B.            In the event of a
sale or transfer of the Land or the Building, or Landlord’s interest in the
Land or the Building, Landlord shall have the right, at no cost or expense to
Landlord, to transfer or assign such cash security, as the case may be, to the
vendee, transferee or lessee, and Landlord shall notify Tenant, by certified
mail, return receipt requested, of such sale, transfer or lease, together with
the name and address of such vendee, transferee or lessee, and Landlord shall
thereupon be released by Tenant from all liability for the return of such cash
security. In such event, Tenant agrees to look solely to the new landlord for
the return of said cash security. It is agreed that the provisions hereof shall
apply to every transfer or assignment made of said cash security to a new
Landlord.


C.            Tenant covenants
that it will not assign or encumber, or attempt to assign or encumber, such
cash security and that neither Landlord nor its successors or assigns shall be
bound by any such assignment, encumbrance, attempted assignment, or attempted
encumbrance.


28.           REAL
ESTATE BROKER


Tenant represents that
the Tenant has dealt with no broker in connection with this Lease 



 28
 






 



other than the Broker or
Brokers, if any, named on Exhibit B attached to this Lease, and that
insofar as the Tenant knows, no other broker or finder negotiated this Lease or
is entitled to any commission or fee in connection herewith. Each party agrees
to indemnify, defend and hold the other party free and harmless from and
against all claims for broker’s commissions or finder’s fees by any person
claiming to have been retained by the other party in connection with this
transaction or to have caused this transaction, other than the Broker or
Brokers, if any, named on Exhibit B attached hereto. Landlord agrees to
pay the commissions due the Brokers named on Exhibit B attached hereto
pursuant to the terms of separate agreements with each of the Brokers so named.


29.           HAZARDOUS
WASTE


A.            Tenant shall not cause or permit any
Hazardous Material to be used, stored, transported, released, handled,
disturbed, produced or installed in, on or from the Premises or any other
portion of the Building or Land. “Hazardous Material” as used herein shall mean any flammables, explosives,
radioactive material, hazardous waste, hazardous or toxic substances or related
materials, asbestos or any material containing asbestos, or any other substance
or material as defined in any federal, state or local environmental law,
ordinance, rule or regulation, including, without limitation, the Comprehensive
Environmental Response Compensation and Liability Act of 1980, as amended, the
Hazardous Material Transportation Act, as amended, the Resource Conservation
and Recovery Act, as amended, and in the regulations adopted in publications
promulgated pursuant to each of the foregoing. In the event of a breach of the
provisions of this Section, Landlord shall have the right in addition to all
other rights and remedies of Landlord under this Lease or at law, to require
Tenant to remove such Hazardous Materials from the Premises (or other portion
of the Building or Land) in the manner prescribed for such removal by law and
requirements of any public authorities. In addition, Tenant hereby indemnifies
and holds Landlord harmless from and against any and all claim (including,
without limitation, all mitigation costs and expenses), injury (including,
without limitation, death), loss, cost, liability and damage, including,
without limitation, penalties, fines, attorneys’ fees and disbursements to the
extent incurred in connection with or arising (in whole or in part) from any
cause whatsoever related to the transportation, presence, use, storage,
release, handling, disturbing and/or producing of Hazardous Material in, on,
about, to or from the Demised Premises, any default by Tenant under this
Article, or any act or omission of Tenant in connection with Hazardous
Material.


B.            Landlord hereby represents,
covenants and warrants to Tenant that (1) Landlord has not brought any
Hazardous Material onto the Land or the Building in violation of applicable
laws; (2) Landlord has not received any written notice from any governmental
authority or other agency concerning the removal of any Hazardous Material from
the Land or the Building; and (3) Landlord has no knowledge of any underground
storage tanks on the Land or the Building. Landlord shall provide Tenant with a
copy of any and all written notices from governmental authority or other agency
concerning any violation of applicable laws in connection with Hazardous
Material on the Land or the Building. The representations, covenants and
warranties contained in this paragraph shall survive the termination or
expiration of this Lease.



 29














 


 


C.            Landlord covenants and agrees to
indemnify, defend and hold Tenant harmless from and against any and all liens,
claims, demands, judgment, direct but not consequential damages, penalties,
fines, costs, loss or expenses (including reasonable attorney, consultant and
expert fees) that arise as a result of Landlord’s negligence or willful acts in
the discharge of Hazardous Materials by Landlord, its employees or contractors
on or in the Land or the Building. Without limiting the generality of the
foregoing, this indemnification by Landlord shall include reasonable costs
incurred in connection with any site investigation or any remedial, removal or
restoration work resulting from the events indemnified against.


30.           RELOCATION
OF TENANT


Intentionally deleted.


31.           MISCELLANEOUS.


A.            Rights
Cumulative.  All rights and remedies of
Landlord under this Lease shall be cumulative and none shall exclude any other
rights and remedies allowed by law.


B.            Interest.  In addition to other sums payable hereunder,
all payments becoming due under this Lease and remaining unpaid when due shall
bear interest until paid at a rate equal to the per annum rate charged from
time to time by Citibank, NA. in New York, New York as its prime or base rate
(but in no event at a rate which is more than the highest rate which is at ‘the
time lawful in the State of Florida).


C.            Terms/Florida
Law.  The necessary grammatical changes
required to make the provisions hereof apply either to corporations or
partnerships or individuals, men or women, as the case may require, shall in
all cases be assumed as though in each case fully expressed. The terms of this
Lease shall be governed in accordance with Florida law.


D.            Binding Effect.  Each of the provisions of this Lease shall
extend to and shall, as the case may require, bind or inure to the benefit not
only of Landlord and of Tenant, but also of their respective successors or
assigns, provided this clause shall not permit any assignment by Tenant
contrary to the provisions of Section 17 hereof.


E.             Lease Contains All
Terms.  All of the representations and
obligations of Landlord are contained herein, and no modification, waiver or
amendment of this Lease or of any of its conditions or provisions shall be
binding upon the Landlord unless in writing signed by Landlord or by a duly
authorized agent of Landlord empowered by a written authority signed by
Landlord.


F.             Delivery for
Examination.  Submission of the form of
the Lease for examination shall not bind Landlord in any manner, and no Lease
or obligations of Landlord shall arise until this instrument is signed by both
Landlord and Tenant and delivery is made to each.


G.            No Air Rights.  No rights to any view or to light or air over
any property, whether belonging to Landlord or any other person, are granted to
Tenant by this Lease.



 30
 






 



H.            Modification of
Lease.  If any lender requires, as a
condition to its lending funds, the repayment of which is to be secured by a
mortgage or trust deed on the Land and Building, or either, that certain
non-material modifications be made to this Lease, which modifications will not
require Tenant to pay any additional amounts or otherwise change in any adverse
way the rights or obligations of Tenant hereunder, Tenant shall, upon Landlord’s
request, execute appropriate instruments effecting such modification.


I.              Transfer of
Landlord’s Interest.  Tenant acknowledges
that Landlord has the unrestricted right to transfer its interest in all or any
part of the Land and Building and in this
Lease, and Tenant agrees that, in the event of any such transfer,
Landlord shall automatically be released from all liability and obligations
under this Lease from and after
the date of such transfer, and Tenant agrees to look solely to such transferee
(the “Transferee”) for the performance of
Landlord’s obligations hereunder from and after the date of such transfer, and
it will automatically be deemed and construed that the Transferee has assumed
and agreed to carry out those obligations of Landlord under this Lease accruing
from and after the date of such transfer. If the interests of Landlord under
this Lease shall be transferred voluntarily, or by reason of foreclosure or
other proceedings for enforcement of any mortgage on the Land or Building,
Tenant shall, at the election of such Transferee, be bound to such Transferee
for the balance of the Term hereof remaining, with the same force and effect as
if the Transferee were Landlord under this Lease, and Tenant does hereby agree
to attorn to the Transferee, including the mortgagee under any such mortgage if
it be the Transferee, as its landlord, said attornment to be effective and
self-operative without the execution of any further instruments, upon the
Transferee succeeding to the interest of Landlord under this Lease.


Notwithstanding the
foregoing, however, Tenant hereby agrees to execute any instrument(s) which
Landlord may deem desirable to evidence said attornment by Tenant. The
respective rights and obligations of Tenant and the Transferee upon such
attornment, to the extent of the then remaining balance of the Term of this
Lease and any such extensions and renewals, shall be and are the same as those
set forth herein.


J.             Intentionally
Deleted.


K.            Prohibition Against
Recording.  This Lease shall not be
recorded.  However, the parties agree
that at the request of either party and with the approval of Landlord’s lender,
the parties will execute and deliver to the other a memorandum of this Lease
which can be recorded by either party. simultaneously with the execution of the
memorandum of lease, the parties shall execute a termination of the memorandum
of lease to be held by Landlord in escrow pending the expiration or earlier
termination of this Lease.


L.             Captions.  The
captions of sections and subsections are for convenience .only and shall not be
deemed to limit, construe, affect or alter the meaning of such sections or
subsections.


M.           Only Landlord/Tenant Relationship.  Nothing contained in this Lease shall be
deemed or construed by the parties hereto or by any third party to create the
relationship of principal and agent, partnership, joint venturer or any
association between Landlord and Tenant, it being expressly understood and
agreed that neither the method of computation of Rent nor any 



 31
 






 



other provisions contained in this Lease nor any act
of the parties hereto shall be deemed to create any relationship between
Landlord and Tenant other than the relationship of landlord and tenant.


N.            Excuse of Landlord’s
Performance.  Anything in this Lease to
the contrary notwithstanding, Landlord shall not be deemed in default with
respect to the performance of any of the terms, covenants and conditions of
this Lease if same shall be due to any strike, lockout, civil commotion, war
like operation, invasion, rebellion, hostilities, military or usurped power, sabotage,
government regulations or controls, inability to obtain any material or
service, through an act of God or any other cause reasonably beyond the control
of Landlord. Landlord shall not be liable for failure to give Tenant possession
in accordance with the provisions of this Lease
due to any of the foregoing conditions. The time for Landlord’s performance
shall be extended as a result of the foregoing.


O.            Waiver.  To the extent permitted by law, Tenant hereby
waives: (a) jury trial in any action or proceeding regarding a default by
Tenant and/or Landlord’s right to possession, of the Premises, and (b) in any
action or proceeding by Landlord in, connection with a default by Tenant and/or
possession of the Premises, then Tenant waives the right to interpose any
crossclaim or counterclaim.


P.             Joint and
Several.  If more than one party or
entity comprises the “Tenant”, or if Tenant is a partnership, the obligations
hereunder imposed upon Tenant, and the general partners of Tenant, as the case
may be, shall be joint and several.


Q.            Survival.  All obligations of Tenant or Landlord which
are or may be intended by their nature to be performed and/or complied with
after the expiration or earlier termination of this Lease shall survive such
expiration or termination. Express provisions herein which require or permit
survival in specific instances, or as to specific obligations, shall not be
deemed a limitation upon the generality of this survival clause.


32.           NOTICES


All notices and demands
which may or are required to be given by either party to the other hereunder
shall be in writing and shall be sent by United States mail, certified or
registered mail, postage prepaid, or by express mail with a reputable overnight
courier service, or in the case of Tenant by personal delivery, and addressed
as follows: (i) If to Tenant: addressed to Tenant and sent or delivered to
Tenant at either “Tenant’s Address for Notices” as set forth on Exhibit B
attached to this Lease (or to such other place as Tenant may from time to time
designate in a written notice received by Landlord) or, instead, delivered to
Tenant at the Premises; (ii) If to Landlord: addressed to Landlord and sent to
Landlord at “Landlord’s Address for Notices” as set forth on Exhibit B
attached to this Lease (or to such other place as Landlord may from time to
time designate in a written notice to Tenant).


Notices and demands sent
by United States mail, certified or registered mail, postage prepaid, will be
deemed given three (3) days after sending. Notices and demands sent by express
mail with a reputable overnight courier service will be deemed given the
following business day. Notices and demands delivered personally will be deemed
to have been given as of the date 



 32
 






 



delivery is given or
attempted.


33.           LIMITATION
ON LANDLORD’S LIABILITY


A.            It is expressly understood and agreed by Tenant that none of
Landlord’s covenants, undertakings or
agreements are made or intended
as personal covenants, undertakings or agreements by Landlord,
and any liability for damage or breach of nonperformance by Landlord
shall be collectible only out of Landlord’s interest in the Building and Land
and no personal liability is assumed by, nor at any time may be asserted
against, Landlord or any of its or their members, partners, officers, shareholders,
heirs, legal representatives,
successors and/or assigns, all such liability, if any, being expressly waived and released by Tenant.


B.            It is expressly understood and agreed by Landlord that none of
Tenant’s covenants, undertakings or
agreements are made or intended
as personal covenants, undertakings or agreements by Tenant,
and any liability for damage or breach of nonperformance by Tenant shall
be collectible only out of the assets of Tenant and no personal liability is
assumed by, nor at any time may be asserted against, Tenant or any of its or
their directors, partners, officers, shareholders, affiliates, heirs, legal representatives,
successors and/or assigns, all such liability, if any, being expressly waived and released by Landlord.


34.           RENEWAL
OPTION.


A.            Provided Tenant is not in default
under the Lease beyond any applicable cure period, Tenant will have the option
(the “Renewal Option”) of extending the term
of the Lease for one (1) additional term of five (5) years (the “Renewal Term”) by notifying (the “Renewal
Notice”) Landlord in writing of its intention to exercise the
Renewal Option no earlier than twelve (12) months and no later than six (6)
months prior to the expiration of the original term of the Lease (the “Primary Term”).  The
terms and conditions of the Renewal Term will be as follows:


(i)                                     The
Renewal Term will commence (the “Renewal Term Commencement
Date”) immediately upon the expiration of the Primary Term and shall
expire at midnight on the last day of the sixtieth (60th) calendar month thereafter.


(ii)                                  The
annual Base Rent for the first twelve (12) months of the Renewal Term will be
an amount equal to the “Market Rate” (as defined in paragraph B below) for the
Premises for such twelve (12) month period, and will increase on the first
anniversary of the Renewal Term Commencement Date, and on each and every
anniversary of such date, to reflect the increased Market Rate (as defined in
paragraph B below) for such period.


(iii)                               Except
as modified by this Section, all provisions of, and payments under, the Lease
will be equally applicable during the Renewal Term, and that (a) there will be
no further Renewal Option, and (b) Tenant will be entitled to further
abatement, allowance or other concession that may be negotiated between the
parties at such time 



 33
 






 



(including,
without limitation, the abatements, allowances and/or concessions set forth in Article
5 and/or Exhibit B of the Lease).


B.            “Market Rate”,
for the purposes of this Article, shall mean the amount of annual Base Rent a tenant
in an arms length transaction would pay for comparable space in the Building
(excluding allowances, abatements and all other concessions) for each twelve
(12) month period occurring during the Renewal Term, or if no figures are
available, then for comparable space in a similar competitive area.  Notwithstanding the above, however, in no
event shall the “Market Rate” for the first twelve (12) months of the Renewal
Term (or for any subsequent twelve (12) month period) ever be less than the
annual Base Rent payable under this Lease for the last twelve (12) months of
the Primary Term, and the above limitation shall be applicable whether or not
Market Rate is determined with or without resorting to the arbitration
procedure discussed in more detail below.  In the event that Landlord and Tenant, acting
reasonably and in good faith, cannot mutually agree as to the “Market Rate”,
for each twelve (12) month period occurring during the Renewal Term within
sixty (60) days of Landlord’s receipt of the Renewal Notice, then, and in that
event, the parties agree to submit the matter to arbitration.  Such arbitration shall be conducted as
follows:  within ten (10) days of
delivery of written notice from either party to the other of its intention to
arbitrate this matter, the parties shall mutually select a licensed real estate
appraiser, duly qualified, licensed within the State of Florida for a minimum
of five (5) years, having at least five (5) years experience with respect to
office leasing in the vicinity of the Building, and recognized as ethical and
reputable within his or her field.  Each
party shall present their respective figures to the arbitrator within fifteen
(15) days of the arbitrator’s appointment. 
Based upon the standards set forth in this subparagraph b above) within
fifteen (15) days of the last of the parties to present its figures to the
arbitrator, the arbitrator shall select either one or the other parties’
figures for each twelve (12) month period in dispute.  In arriving at the individual determinations
of “Market Rate”, the arbitrator must consider the standards set forth
above.  The decisions of the arbitrator
shall be binding and the expense of the arbitrator shall be split equally
between the two (2) parties.


35.           PARKING.


A.            General.  Landlord will provide Tenant during the Term
with unassigned, nonexclusive parking spaces in the area designated by Landlord
for parking (the “Parking Area”)
(which Landlord may from time to time make available) for the number of parking
spaces set forth on Exhibit B attached hereto, which shall include ten
(10) marked parking spaces for the exclusive use of Tenant as identified on Exhibit
F attached hereto. All of such parking spaces may be used only by
principals, employees, invitees and agents of Tenant.


B.            Conditions.  Tenant’s right to use, and its right to
permit its principals, employees, invitees and agents to use, the Parking Area
pursuant to this Lease are subject to the following conditions: (i) Landlord
has made no representations or warranties with respect to the Parking Area, the
number of spaces located therein or access thereto except the number of parking
spaces as set forth on Exhibit B attached hereto; (ii) Landlord reserves
the right to reduce the number of spaces in the Parking Area (provided it doesn’t
reduce the number of parking spaces available to Tenant as set forth on Exhibit
B) and/or rearrange the designation of any spaces (to the extent so
designated) and/or change access thereto and/or alter the methods used to
control parking and to establish such controls and rules and regulations
provided in any event 



 34
 






 



such parking is
consistent with the parking set forth in Exhibit B (such as parking
stickers to be affixed to vehicles) regarding parking that Landlord may
reasonably deem desirable (with Landlord having the right to tow or otherwise
remove vehicles improperly parked, blocking ingress or egress lanes, or
violating parking rules, at the expense of the offending owner of the vehicle);
and none of the foregoing shall entitle Tenant to and claim against Landlord or
to any abatement of Rent (or any part thereof); (iii) Landlord has no
obligation to provide a parking lot attendant and Landlord shall have no
liability on account of any theft, loss or damage to any vehicle or the
contents thereof, or injury (including death) to person(s), Tenant hereby
agreeing to bear the risk for same, and indemnify Landlord for claims and/or
awards made against Landlord in connection with the use of the Parking Area and
“Remote Parking Lot” (as defined in Exhibit B) by Tenant, its authorized
agents, employees and contractors, provided such claims or awards are caused by
the gross negligence or willful acts of Tenant, its authorized agents,
employees and contractors; (iv) Tenant, its principals, employees, invitees and
agents shall park their automobiles and other vehicles only where and as
designated from time to time by Landlord at the Parking Area; and (v) if and
when so requested by Landlord, Tenant shall furnish Landlord with the license
numbers of any vehicles of Tenant, its principals, employees, invitees and
agents.


C.            Landlord agrees to provide
appropriate lighting in the Parking Area on the days that the Building is open
for business. Landlord hereby acknowledges that Tenant, at Tenant’s sole cost
and expense and subject to reasonable approval rights of Landlord, may have its
own security guard within the Premises and available to Tenant’s employees to
and from the Premises and the Parking Area and Remote Parking Lot.


D.            Landlord agrees that Tenant and its
employees, agents and invitees shall have the ability to access the Remote
Parking Lot through the atrium and Common Areas of the Building during Normal
Business Hours and thereafter, subject to the secured access limitations, as
reasonably determined by Landlord.


36.           RIGHT OF FIRST REFUSAL.


A.            Subject
to any and all rights of tenants and/or any other parties as of the date this
Lease becomes fully executed, during the initial term only of the Lease
(subject to the limitations set forth below and, also, expressly excluding the “Renewal
Term” as defined below) and provided Tenant is not then in default under the
Lease beyond the expiration of any applicable notice and cure periods, Landlord
hereby grants Tenant a right of first refusal (the “First
Refusal Right”) to lease pursuant to the terms set forth in this
paragraph below all or a portion of the space located contiguous to the
Premises (the “Right of First Refusal Space”), as
shown on Exhibit E attached to this Lease.


B.            In
the event a prospective tenant makes a bona fide arms-length offer (the “Offer”) to lease or occupy all or any portion of the Right
of First Refusal Space which Landlord desires to accept, then, in such event,
Landlord shall send Tenant a written notice setting forth the material business
terms of the Offer (“Landlord’s Offer Notice”).  Upon receipt of Landlord’s Offer Notice,
Tenant shall have ten (10) business days in which to exercise its First Refusal
Right by sending Landlord a written notice (“Tenant’s
Acceptance Notice”) stating that Tenant is exercising its First
Refusal Right with respect to that portion of the Right of First 



 35
 






 



Refusal Space which is
the subject of the Offer (the “Accepted Space”).  If Tenant fails to send Tenant’s Acceptance
Notice within such ten (10) business day period, Tenant’s rights to exercise
its First Refusal Right with respect to that particular space shall be forever
null and void pursuant to this subparagraph, unless Landlord fails to enter
into a lease agreement consistent in all material respects to the terms set
forth in Landlord’s Offer Notice with a third party within a timeframe as
determined from time to time by Landlord (failing which Tenant’s applicable
First Refusal Right shall then be reinstated).


C.            If
Tenant timely and properly exercises its First Refusal Right, then Landlord
shall prepare, and the parties shall execute, a formal document by which the
Accepted Space becomes part of the Demised Premises upon the terms and
conditions contained in the applicable Offer, subject only to the following:


(a)         The Base Rent for the Accepted Space
will commence (the “Accepted Space
Commencement Date”) upon the date specified in the Offer (but not
later than sixty (60) days following the date upon which Tenant delivers the
applicable Tenant’s Acceptance Notice).


(b)         Commencing upon the Accepted Space
Commencement Date and continuing for the applicable portion of the Term of the
Lease, Base Rent for the applicable Accepted Space shall be payable in monthly
installments as set forth in Article 3 of this Lease and shall terminate
at the end of the Lease Term in accordance with the Offer.


(c)         Tenant’s Proportionate Share shall
automatically be increased upon the Accepted Space Commencement Date to reflect
the increase in the space being leased by Tenant as a result of the Accepted
Space; however the number of parking spaces will be calculated based on a rate
of six (6) spaces per 1,000 rentable square feet.  In the event that Landlord determines, in
Landlord’s sole discretion, at the time of delivery of Landlord’s Offer Notice
that enough parking spaces are or will be available so as to increase the
parking space rate to ten (10) spaces per 1,000 rentable square feet by using
the area in the Remote Parking Lot, then Landlord shall so state in Landlord’s
Offer Notice, and Tenant shall provide written notice to Landlord in the Tenant’s
Acceptance Notice whether or not Tenant desires to accept said additional
parking spaces, if available.


(d)           Tenant shall not be entitled to any
allowance credit, rent abatement, or any other concessions whatsoever with
respect to any of the Accepted Space other than provided in the Offer.


(e)         Upon the Accepted Space Commencement
Date and continuing for the applicable portion of the Term of the Lease, all
other terms and conditions contained in the Lease, as amended, shall be equally
applicable to the Accepted Space, (except that Tenant shall not be entitled to
any allowance or any rent abatement or any other concession, other than
provided in the Offer).


37.           EFFECTIVE
DATE.


The parties hereby
acknowledge and agree that this Lease shall be effective only upon the signing
and the unconditional delivery to the other by both Landlord and Tenant.



 36














 


 


38.           RADON.


RADON IS A NATURALLY
OCCURRING RADIOACTIVE GAS THAT, WHEN IT HAS ACCUMULATED IN A BUILDING IN
SUFFICIENT QUANTITIES, MAY PRESENT HEALTH RISKS TO PERSONS WHO ARE EXPOSED TO
IT OVER TIME. LEVELS OF RADON THAT EXCEED FEDERAL AND STATE GUIDELINES HAVE
BEEN FOUND IN BUILDINGS IN FLORIDA. ADDITIONAL INFORMATION REGARDING RADON
TESTING MAY BE OBTAINED FROM YOUR COUNTY PUBLIC HEALTH UNIT.


39.           SATELLITE DISH.


Subject
to Tenant first obtaining all required governmental approvals, Tenant may, at
Tenant’s sole cost and expense, install and maintain satellite and microwave
antenna, antenna tower(s) and/or base, radio antenna and all related cabling,
equipment and/or personalty (collectively, the “Antenna And
Equipment Facilities”), on the roof of the Building (the “Antenna And Equipment Site”).  The location, size, details of installation
and operation of the Antenna And Equipment Site, as well as the specifications
and type of Antenna And Equipment Facilities, shall in all respects be subject
to Landlord’s prior written approval, which approval shall not be unreasonably
withheld, conditioned or delayed. 
Landlord shall make the Building riser space available to Tenant for
connection of wiring or cables to the Antenna And Equipment Facilities
installed on the roof of the Building if and to the extent Landlord has
received in advance detailed plans from Tenant identifying the Antenna And
Equipment Facilities, the weight of the Antenna And Equipment Facilities and
the method of installation, and Landlord has approved such detailed plans, in
Landlord’s reasonable discretion.  All
installation, use, maintenance, repair and replacement, as applicable, of the
Antenna And Equipment Facilities and the Antenna And Equipment Site shall be
conducted by Tenant in accordance with all applicable laws, rules, regulations
and ordinances, and such other rules or requirements as Landlord may from time
to time reasonably impose. 
Notwithstanding the foregoing, Landlord makes no representation nor
warranty as to the adequacy of such riser space for such purpose, nor whether
any Antenna And Equipment Facilities may properly or lawfully be used at the
Antenna And Equipment Site without interruption or interference.  In addition, Landlord or any local government
may require Tenant to shield the Antenna And Equipment Facilities with a screen
for aesthetic purposes and, if so requested, Tenant shall promptly comply, at
Tenant’s sole cost and expense.  Tenant
shall be responsible for obtaining and maintaining all approvals, permits and
licenses required by any federal, state, or local government for installation,
operation, maintenance, repair and replacement of the Antenna And Equipment
Facilities and Tenant shall pay all fees attendant thereto.  If the Antenna And Equipment Facilities is installed,
Tenant shall have sole responsibility for the maintenance, repair and
replacement thereof and of all cabling and wiring ancillary thereto, without
contribution from Landlord.


Landlord
shall not charge Tenant Additional Rent for the use of the Antenna and
Equipment Facilities.  However, if the
insurance premium or real estate tax assessment charged to Landlord with
respect to the Building increases as a result of the presence or operation of
the Antenna And Equipment Facilities, Tenant shall pay the amount of such
increase, as Additional Rent, within fifteen (15) days after Landlord delivers
a bill for such increase.  In the event
the use of the Antenna And Equipment Facilities by Tenant ceases or is
interfered with for any 



 37
 






 



 


reason whatsoever,
Tenant shall have neither a claim for abatement or diminution of rent, nor a
claim for damages, on account of such cessation of use.


Tenant
covenants that the ownership, installation, use, maintenance and removal of the
Antenna And Equipment Facilities will be at Tenant’s sole risk.  Tenant further covenants that it will not
permit the Antenna And Equipment Facilities to be used by others without
Landlord’s prior written consent (which may be given or withheld in Landlord’s
sole discretion).  Tenant agrees to indemnify
and save Landlord harmless from and against all claims, actions, damages,
liability and expenses, including reasonable attorney’s fees, arising from or
relating to the ownership, installation, use and operation, maintenance and
repair, and removal of the Antenna And Equipment Facilities and related
appurtenances, including (without limitation) any concrete pad upon which the
Antenna And Equipment Facilities may be located.  To insure such indemnity, all of Tenant’s
insurance policies required under this Lease must include the Antenna And
Equipment Facilities as an insured risk.


In
the event the Antenna And Equipment Facilities, or use thereof, causes damage
to the structure, or to the mechanical or electrical systems of the Building,
or interferes with any service provided by Landlord to any tenant or occupant
of the Building, Landlord may, upon written notice to Tenant, immediately
revoke Tenant’s permission to use the Antenna And Equipment Facilities, in
which case Tenant shall immediately cease use of and remove the Antenna And
Equipment Facilities.  Any failure by
Tenant to comply with the provisions of this section shall be a default of this
Lease (without the necessity of notice), and Landlord may (i) require Tenant to
immediately cease use of and remove the Antenna And Equipment Facilities and/or
(ii) avail itself of any and all remedies provided under this Lease, at law
and/or in equity.


Prior to the expiration or earlier termination of the
Term of this Lease, Tenant shall remove the Antenna And Equipment
Facilities.  The ancillary cabling and
wiring shall become the property of Landlord and remain in the Building, or be
removed by Tenant, at Landlord’s sole election, and if elected by Landlord,
Tenant shall remove the Antenna And Equipment Facilities and related cables and
wiring and restore the roof, the riser space and all other affected portions of
the Building to the same condition in which they existed prior to such
installation, reasonable wear and tear excluded, at Tenant’s expense and in
accordance with those requirements imposed by Landlord.  In the event Tenant fails to so remove the
Antenna And Equipment Facilities, Landlord may remove and dispose the Antenna
And Equipment Facilities, at Tenant’s cost and expense, without liability for
any property of Tenant or any third party disposed of or removed by Landlord.


The
provisions of this Section shall survive the expiration or earlier termination
of this Lease.


40.            TENANT’S TERMINATION
OPTION.


As long as the named Tenant is then in possession of
all the Demised Premises under this Lease and provided there is no default
which remains uncured at the time Landlord receives the “Termination Notice”
(as defined below) or at anytime thereafter through the “Early Termination 



 38
 






 



Date” (as defined below)
(except to the extent Landlord, in, Landlord’s sole discretion, waives such
condition), Tenant shall have the one time right (the “Termination
Right”), at Tenant’s sole discretion but with payment (as provided
in this paragraph below), to terminate the Lease at the end of the seventh (7th) Lease Year (the “Early Termination Date”) provided, (a) Landlord receives
written notice (the “Termination Notice”)
from Tenant no later than the end of the sixth (6th) Lease Year, time being of the essence,
stating that Tenant is exercising the Termination Right, (b) Tenant pays to
Landlord simultaneously with the Termination Notice, time being of the essence,
fifty percent (50%) of a non-refundable amount (the “Early
Termination Payment”), not as a penalty, equal to Two Hundred
Fifteen Thousand Four Hundred One and 98/100s Dollars ($215,401.98), and (c)
Tenant pays to Landlord simultaneously with the Termination Notice, time being
of the essence, the unamortized amount of the costs incurred by Landlord for
the (1) Reimbursement Work, and (2) the fees Landlord paid the Brokers
(collectively, the “Early Termination Costs”),
based on the number of months left in the Term of the Lease divided by the
original Lease Term of one hundred twenty (120) months. In the event Tenant
timely and properly exercises the Termination Right then, in such event, and in
addition to those other Tenant obligations provided for in the Lease, (i)
Tenant shall vacate and deliver the Demised Premises to Landlord free of all
occupants and in good broom-clean condition no later than 5:00 P.M. on the
Early Termination Date, time being of the essence, failing which and in
addition to any and all rights and remedies to which Landlord is entitled under
the Lease, at law and/or in equity, Tenant shall also be liable to Landlord for
damages (including, without limitation, all consequential damages, as well as
all damages and/or costs and/or fines and/or payments Landlord may incur to a
third party as a result of such failure), (ii) Tenant shall pay the remaining
fifty percent (50%) of the Early Termination Payment not later than 5:00 P.M.
on the Early Termination Date, time being of the essence, (iii) Tenant shall
continue to be responsible for any and all indemnity obligations with respect
to the Demised Premises as provided for under the Lease, as well as with
respect to the acts or omissions of Tenant and/or Tenant’s employees, guests,
invitees, licensees, agents and/or  any
other party or parties under any such party’s or parties’ reasonable control
prior to the last to occur of the date upon which the Early Termination Date
occurs or Tenant properly complies with the requirements set forth in
subparagraphs (i) and (ii) directly above, and (iv) the Early Termination
Payment and Early Termination Costs, once paid to Landlord, shall belong
exclusively to Landlord, shall be non-refundable to Tenant and, in no event
shall Tenant ever receive a credit for, or return of, the Early Termination
Payment or Early Termination Costs (or any portion thereof), it being expressly
acknowledged that such payments are being made by Tenant in consideration of
Landlord granting Tenant the Termination Right and that no portion is, or shall
be attributable to, annual Base Rent, Additional Rent and/or any other sum
otherwise due and payable under the Lease. 
The terms of this Section shall survive the expiration or termination of
the Lease.


41.           GENERATOR.


Subject
to Tenant first obtaining all required governmental approvals, Tenant may, at
Tenant’s sole cost and expense, install and maintain, repair, replace, operate
and remove 



 39
 






 



a generator, fuel
tank and exhaust system (collectively, the “Generator”)
at a location shown on Exhibit F attached hereto and made a part hereof.
The size, details of installation and operation of the Generator, as well as
the specifications and type of Generator, shall in all respects be subject to
Landlord’s prior written approval, which approval shall not be unreasonably
withheld, delayed or conditioned. All installation, use, maintenance, repair
and replacement, as applicable, of the Generator shall be conducted by Tenant
in strict accordance with all applicable laws, rules, regulations and
ordinances, and such other reasonable rules or requirements as Landlord may
from time to time reasonably impose.  Landlord or any local government may require
Tenant to shield or enclose the Generator with a screen for aesthetic purposes
or a fence for security purposes, and, if so requested, Tenant shall promptly
comply, at Tenant’s sole cost and expense. 
Tenant shall be responsible for obtaining and maintaining all approvals,
permits and licenses required by any federal, state, or local government or
property owner’s association for installation, operation, maintenance, repair
and replacement of the Generator and Tenant shall pay all fees attendant
thereto.  If the Generator is installed,
Tenant shall have sole responsibility for the maintenance, repair and
replacement thereof and of all cabling and wiring ancillary thereto, without
contribution from Landlord.


Landlord
shall not charge Tenant Additional Rent for the use of the Generator.  However, if the insurance premium or real
estate tax assessment charged to Landlord with respect to the Building
increases as a result of the presence or operation of the Generator, Tenant
shall pay the amount of such increase, as Additional Rent, within thirty (30)
days after Landlord delivers a bill for such increase.  In the event the use of the Generator by
Tenant ceases or is interfered with for any reason whatsoever, other than due
to the gross negligence or willful misconduct of Landlord, its employees or
contractors, Tenant shall have neither a claim for abatement or diminution of
rent, nor a claim for damages, on account of such cessation of use.


Tenant
covenants that the ownership, installation, use, maintenance and removal of the
Generator will be at Tenant’s sole risk. 
Tenant further covenants that it will not permit the Generator to be
used by others without Landlord’s prior written consent (which may not be
unreasonably withheld, delayed or conditioned). 
Tenant agrees to indemnify and save Landlord harmless from and against
all claims, actions, damages, liability and expenses, including reasonable
attorney’s fees, arising from or relating to the ownership, installation, use
and operation, maintenance and repair, and removal of the Generator and related
appurtenances, including (without limitation) any concrete pad upon which the
Generator may be located.  To insure such
indemnity, all of Tenant’s insurance policies required under this Lease must
include the Generator as an insured risk.


In
the event the Generator, or use thereof, causes damage to the structure, or to
the mechanical or electrical systems of the Building, or interferes with any
service provided by Landlord to any tenant or occupant of the Building,
Landlord may, upon written notice to Tenant, immediately revoke Tenant’s
permission to use the Generator, in which case Tenant shall immediately cease
use of and remove the Generator.  Any
failure by Tenant to comply with the provisions of this section shall be a
default of this Lease, and Landlord may (i) require Tenant to immediately cease
use of and remove the Generator and/or (ii) avail itself of any and all
remedies provided under this Lease, at law and/or in equity.


Prior
to the expiration or earlier termination of the Term of this Lease, Tenant
shall, at Tenant’s sole cost and expense, remove the Generator and all
ancillary cabling and wiring related thereto and restore the all affected
portions of the Building to the same condition in which 



 40
 






 



they existed prior
to such installation, reasonable wear and tear excluded, and in accordance with
those requirements imposed by Landlord. 
In the event Tenant fails to so remove the Generator, Landlord may
remove and dispose the Generator, at Tenant’s cost and expense, without
liability for any property of Tenant or any third party disposed of or removed
by Landlord.


The provisions of
this Section shall survive the expiration or earlier termination of this Lease.


42.           STORAGE/FILE SPACE.


Landlord agrees to lease to
Tenant, throughout the Term, approximately 3,200 additional rentable square
feet of space located as more particularly delineated on the attached Exhibit
A-3 for storage and file space in an amount set forth on Exhibit B
attached hereto.


43.           BUILDING  AND PYLON SIGNAGE.


Tenant, at Tenant’s sole
cost and expense, shall have the right to place Tenant’s name (“Tenant’s Building Signage”) on the canopy at the main
entrance into the 300 wing of the Building (as designated by Landlord) located
in the area shown on Exhibit D attached to this Lease (the “Building Signage Location”), and on a panel (as designated
by Landlord) of the existing pylon sign for the Building, provided,
(i) Landlord must first approve Tenant’s Building Signage with respect to
content, design, color, size, type, and format, such approval not to be
unreasonably withheld, conditioned or delayed, (ii) Tenant obtains (and
maintains) any and all required governmental permits and association approvals
in connection with Tenant’s Building Signage, at Tenant’s sole cost and
expense, (iii) Tenant promptly installs, and maintains, Tenant’s Building
Signage in good condition throughout the Term, all at Tenant’s sole cost and
expense, using a contractor reasonably acceptable to Landlord, and in
accordance with the terms of this Lease (including, without limitation, Article
10 of this Lease which shall also be applicable to Tenant’s Building
Signage) and plans approved in advance by Landlord, (iv) Tenant’s Building
Signage complies with all applicable laws, rules and regulations, (v) in the
event the Tenant’s Building Signage is required by applicable governmental
authority or owner’s association to be removed then, if Tenant fails to
promptly remove the signage, Landlord may do so (at Tenant’s cost) without
incurring any liability to Tenant, (vi) Tenant’s Building Signage shall be
allowed only as long as Tenant is not in default under this Lease, beyond all
applicable cure periods, (vii) Tenant, at Tenant’s sole cost and expense, shall
remove Tenant’s Building Signage, and shall repair any damage caused by Tenant’s
Building Signage, all no later than the first to occur of three (3) days after
notification by Landlord that Tenant is in default under this Lease (beyond all
applicable cure periods) and removal is required or the expiration or
termination of this Lease, and (viii) Tenant shall indemnify and hold Landlord
harmless in connection with any claim, loss, injury (including, without
limitation, loss of life) or damage caused by or in connection with Tenant’s
Building Signage. In the event Tenant is required to remove Tenant’s Building
Signage due to the Right of First Refusal Space being leased to a third party
and such third party objecting to the location of Tenant’s signage on the
canopy at the main entrance into the 300 wing of the Building, the Building
Signage Location shall then be considered that area directly in front of the
Premises at the location (the “Alternate  Building  Signage Location”)
set forth on Exhibit D attached hereto, and Tenant shall relocate Tenant’s
Building Signage to the Alternate Building Signage Location, at Tenant’s sole
cost and expense, 



 41
 






 



within thirty (30) days of such request by Landlord, subject to the
provisions set forth herein. In the event Tenant is required to relocate its
signage as set forth above, Landlord agrees that no other tenant in the
Building shall have the right to place its signage on the canopy at the main
entrance into the 300 wing of the Building during the Lease Term.  Landlord hereby agrees to remove all of the
existing tenant’s signage prior to the Commencement Date, at Landlord’s sole
cost and expense.


 


44.           COMPLIANCE.


Landlord shall be
responsible for compliance with all applicable federal, state and local laws
including the Americans with Disabilities act with regard to the Common Areas
of the Building and Land.


45.           COUNTERPARTS.


This Lease may be executed in several counterparts
each of which when executed and delivered is an original, but all of which together
shall constitute one instrument.


[The remainder of this page intentionally left blank.]



 42
 






 



IN WITNESS of the
foregoing, Landlord and Tenant have signed this Lease as of the date first
written above.


 


	
  WITNESSES:

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CLAYTON SERVICES INC., a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Frederick C. Herbert 

  
	
   

  	
   

  	
   

  	
   

  	
  Frederick C. Herbert 

  
	
   

  	
   

  	
  Its:

  	
   

  	
  Chief Financial Officer 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Fed. I.D. No.: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  FOA 6302 EAST MARTIN LUTHER KING BOULEVARD, LLC,
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By: 6302 East Martin
  Luther King Boulevard Associates, LLC, a Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By: Alliance Commercial
  Holdings II, LLC, a Colorado limited liability company, its managing member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By: Alliance Commercial
  Partners, LLC, a Colorado limited liability company, its managing member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ K. Rutting 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ Douglas McCormick 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name: 

  	
   

  	
  Douglas McCormick 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title: 

  	
   

  	
  Member

  
	
  /s/ Marjorie Ball

  	
   

  	
   

  	
   

  	
   

  	
   

  
										



 



 43














 


 


EXHIBIT A


 



 A-1














 


 


EXHIBIT A-1


LAND LEGAL DESCRIPTION


INTERSTATE
CORPORATE CENTER

6302 East Martin Luther King Boulevard

Tampa, Florida 33619


From
SW Cor of Sec. 2 Run N 191.31 feet to Pt North R/W line of Interstate 4 and North 61 Deg. Section 2 and 3-29-19 from SE Cor of Sec 3 run North 191.31 feet. 
From SE Cor of Sec
3 urn North 191.31 feet to Pt on North R/W line of Interstate 4 THN S 61 Deg. Tract Beg SE
Cor run North 191.31 feet
to a Pt NWLY R/W line Interstate 4 THN S 61 Deg. 14 MI



 A-1-1














 


 


EXHIBIT A-2


APPROVED SPACE PLANS


Tenant shall perform the
Tenant’s Work in the Premises, using Building standard materials, in accordance
with specifications acceptable in all respects to Landlord, in Landlord’s
reasonable discretion:


[Attach Space
Plan]


 



 A-2-1














 


 


EXHIBIT A-3


FILE/STORAGE SPACE


 



 A-3-1














 


 


EXHIBIT B


BASIC LEASE TERMS


 


	
  Tenant:

  	
   

  	
  Clayton Services, Inc., a Delaware corporation

  
	
   

  	
   

  	
   

  
	
  Location of Premises:

  	
   

  	
  A portion of the 300 wing located within the
  Building (Interstate Corporate 

  
	
   

  	
   

  	
  Center), as shown in the plan attached as Exhibit
  A (and commonly referred to as Suite 300)

  
	
   

  	
   

  	
   

  
	
  Term:

  	
   

  	
  One Hundred Twenty (120) months commencing upon the
  Commencement Date

  
	
   

  	
   

  	
   

  
	
  Commencement Date:

  	
   

  	
  April 1, 2007 [Ninety (90) days after Landlord
  delivers to Tenant exclusive possession of the Demised Premises as provided
  for in the Lease]

  
	
   

  	
   

  	
   

  
	
  Termination Date:

  	
   

  	
  One Hundred Twenty (120) months following the
  Commencement Date

  
	
   

  	
   

  	
   

  
	
  Tax Base:

  	
   

  	
  Calendar year 2007

  
	
   

  	
   

  	
   

  
	
  Operating Expense Base:

  	
   

  	
  Calendar year 2007

  
	
   

  	
   

  	
   

  
	
  Base Rent Payment Per Annum (for Demised Premises): 

  	
   

  	
  Months one (1) through twelve (12) following
  the Commencement Date: $57,099.63 per month ($13.40 per rentable square foot
  per annum). 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Months thirteen (13) through twenty-four (24) following the Commencement Date:
  $58,804.10 per month ($13.80 per rentable square foot per annum). 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Months twenty-five (25) through thirty-six (36)
  following the Commencement Date: $60,508.57 per month ($14.20 per rentable
  square foot per annum). 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Months thirty-seven (37) through forty-eight (48)
  following the Commencement Date: $62,213.03 per month ($14.60 per rentable
  square foot per annum). 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Months forty-eight (48) through sixty (60) following
  the Commencement Date: $65,408.91 per month ($15.35 per rentable square foot
  per annum). 

  
	
   

  	
   

  	
   

  




 B-1
 






 



 


	
  

  	
   

  	
  Months sixty-one (61) through seventy-two (72) following
  the Commencement Date: $68,604.78 per month ($16.10 per rentable square foot
  per annum). 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Months seventy-three (73) through eighty-four (84) following the Commencement Date:
  $71,800.66 per month ($16.85 per rentable square foot per annum). 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Months eighty-five (85) through ninety-six (96)
  following the Commencement Date: $74,996.53 per month ($17.60 per rentable
  square foot per annum). 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Months ninety-seven (97) through one hundred eight
  (108) following the Commencement Date: $78,192.41 per month ($18.35 per
  rentable square foot per annum). 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Months one hundred nine (109) through one hundred
  twenty (120) following the Commencement Date: $81,388.28 per month ($19.10
  per rentable square foot per annum). 

  
	
   

  	
   

  	
   

  
	
  Base Rent Payment Per Annum (for Storage/File Space)

  	
   

  	
  Months one (1) through one hundred twenty (120)
  following the Commencement Date: $2,666.66 per month ($10.00 per rentable
  square foot per annum).

  
	
   

  	
   

  	
   

  
	
  Rentable Area of the Premises:

  	
   

  	
  Approximately 51,134 rentable square feet

  
	
   

  	
   

  	
   

  
	
  Tenant’s Proportionate Share:

  	
   

  	
  14.826% (Based on a rentable area of the Building of
  344,890 rentable square feet).

  
	
   

  	
   

  	
   

  
	
  Type of Use:

  	
   

  	
  General office use

  
	
   

  	
   

  	
   

  
	
  Brokers:

  	
   

  	
  Tenant’s broker: CB Richard Ellis Landlord’s broker:
  Bishop & Associates, Inc.

  
	
   

  	
   

  	
   

  
	
  Security Deposit

  	
   

  	
  $171,298.89(plus all applicable sales or use tax) delivered and held in
  accordance with Section 27 of this Lease

  
	
   

  	
   

  	
   

  
	
  Prepaid Base Rent:

  	
   

  	
  $57,099.63 (plus all applicable sales or use tax)

  
	
   

  	
   

  	
   

  
	
  Land:

  	
   

  	
  The property described on Exhibit A-1 as same may be increased or
  decreased by 

  
	
   

  	
   

  	
  Landlord from time to time.

  
	
   

  	
   

  	
   

  
	
  Tenant’s Address for Notices:

  	
   

  	
  6302 East Martin Luther King Blvd. 

  
	
   

  	
   

  	
  Suite 300 

  
	
   

  	
   

  	
  Tampa, Florida 33619 

  
	
   

  	
   

  	
  Attn: General Manager 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Clayton Services Inc.

  
	
   

  	
   

  	
  2 Corporate Drive 

  




 B-2
 






 



 


	
  

  	
   

  	
   Shelton,
  Connecticut 06684 

  
	
   

  	
   

  	
  Attn: General Counsel 

  
	
   

  	
   

  	
  With a copy to: 

  
	
   

  	
   

  	
  Ivey, Barnum & O’Mara, LLC 

  
	
   

  	
   

  	
  170 Mason Street q.

  
	
   

  	
   

  	
  Greenwich, Connecticut 06830 

  
	
   

  	
   

  	
  Attn: Steven B. Steinmetz, Es

  
	
   

  	
   

  	
   

  
	
  Landlord’s Address for Notice:

  	
   

  	
  c/o Alliance Commercial Partners, L.L.C. 

  
	
   

  	
   

  	
  165 South Union Blvd., Suite 510 

  
	
   

  	
   

  	
  Lakewood, Colorado 80228 

  
	
   

  	
   

  	
  Attn: General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Additional AC
  Amount:

  	
   

  	
  Landlord’s then standard Building rate for the
  Common Areas servicing the 

  
	
   

  	
   

  	
  Premises, multiplied by the number of hours (or portion thereof) in which air conditioning
  is provided outside of Normal Business Hours. Such minimum rate may be adjusted upward by Landlord from time
  to time to account for increases in rates of the applicable utility company
  providing service to the Building, as
  determined by Landlord.

  
	
   

  	
   

  	
   

  
	
  Number of Parking Spaces:

  	
   

  	
  Tenant shall have a ratio of six (6) unreserved
  parking spaces per 1,000 rentable 

  
	
   

  	
   

  	
  square feet leased at no cost to Tenant for the Term
  of the Lease. In addition, Tenant shall have a ratio of four (4) parking
  spaces per 1,000 rentable square feet leased in locations as reasonably designated
  by Landlord and as identified on Exhibit G attached hereto and made a
  part hereof at no cost to Tenant for the Term of the Lease. The parking
  spaces that exceed the ratio of six (6) parking spaces per 1,000 rentable
  square feet may be in the general parking area of the Building as identified
  on Exhibit G attached hereto until the time that the Building
  occupancy warrants, in Landlord’s sole discretion, that it is a detriment to
  other Tenants parking ability at the Building. At that time and upon written
  notice to Tenant, Tenant shall then relocate parking spaces that exceed the
  ratio of six (6) parking spaces per 1,000 rentable square feet to the western
  portion of the Land designated by Landlord as identified on Exhibit G
  attached hereto (the “Remote Parking Lot”),
  and Landlord shall be responsible for such parking lot surfacing or
  improvements that may be required.

  



 



 B-3














 


 


EXHIBIT B-I


Use
and Operation


1.01         Subject to, in accordance with, and to
the extent permitted by, all rules, regulations, laws, ordinances, statutes and
requirements of all governmental authorities, the Fire Insurance Rating
Organization, Board of Fire Insurance Underwriters and/or other similar bodies
having jurisdiction thereof, and the Certificate of Occupancy for the Building
(if any), Tenant covenants and agrees that it shall use the Demised Premises
solely as and for general office use as set forth on Exhibit B attached
to this Lease, or for such other use as expressly set forth in the Lease. The
Demised Premises shall be used for no other purpose, Tenant hereby
acknowledging that Landlord has made no representation or warranty as to
whether such use(s) are permitted, or whether the Demised Premises may be
lawfully occupied and used for the uses described in this sentence, or whether
the Demised Premises are suitable for such use(s).


1.02         Tenant covenants that Tenant will not
use or suffer or permit any person to use the Demised Premises for any
unlawful purpose. Tenant covenants that Tenant will obtain and maintain, at
Tenant’s sole cost and expense, all licenses and permits from any and all
governmental authorities having jurisdiction of the Demised Premises which may
be necessary for the conduct of Tenant’s business thereon including, without
limitation, a Certificate of Occupancy or Certificate of Completion for any
Improvements by Tenant. Tenant’s use of the Demised Premises shall be subject
to, and conditioned upon, procuring, maintaining and complying with such
licenses and permits, but Tenant’s failure to procure, maintain or comply with
such licenses or permits shall not relieve or release Tenant from any of its
obligations or liabilities under this Lease. Tenant further covenants to comply
with and be solely responsible for compliance with all applicable laws,
resolutions, codes, rules and regulations of any department, bureau, agency or
any governmental (as well as quasi-governmental) authority having jurisdiction
over the operation, occupancy, maintenance and use of the Demised Premises for
the purpose set forth herein (including, without limitation, The Americans With
Disabilities Act). Tenant will indemnify and save Landlord harmless from and
against any and all claims, penalties, fines, judgments, loss, damage or
expense imposed by reason of a violation of any applicable law or ordinance or
the~ rules and regulations of governmental (as well as quasi-governmental)
authorities having jurisdiction thereof relating to Tenant’s use, operation
and/or occupancy, which indemnity shall survive the termination or expiration
of this Lease.


1.03         Tenant covenants and agrees that Tenant
shall, at Tenant’s sole cost and expense:


(a)         keep
the Demised Premises clean and orderly, remove all rubbish and other debris
from the Demised Premises to such location as may be reasonably specified and
in close proximity to the Demised Premises by Landlord from time to time and
under conditions approved by Landlord;


(b)         keep,
to the reasonable satisfaction of Landlord, the Demised Premises in such a
condition so as to minimize the infiltration of vermin, rats, mice and insects;


(c)         obey
and observe (and compel its officers, employees, contractors, licensees,
invitees, subtenants, concessionaires and all others doing business with it, to
obey and 



 B-1-1
 






 



observe), at
Tenant’s sole cost and expense, all rules and regulations reasonably
established by Landlord from time to time for the conduct of Tenant in
accordance with the terms of the Lease 
and/or for the welfare of the Building, but Landlord shall, except in
case of emergency, give Tenant at least ten (10) days’ notice of the establishment
thereof and provided that the rules and regulations established by Landlord,
unless established to comply with an applicable law or regulation, do not
conflict with the terms of the Lease, and do not impose on Tenant additional
costs or require Tenant to materially alter the operations of its business as
contemplated in the Lease; and


(d)         never
place a load on any floor in the Demised Premises exceeding the floor load per
square foot that such floor was designed to carry or that is not allowed by
law.


1.04         In the event of any conflict between
the terms of this Exhibit B-1 and the terms of the Lease, the terms of
the Lease shall control.



 B-1-2














 


 


EXHIBIT C


RULES
AND REGULATIONS


Tenant covenants and
agrees to keep and observe the following rules and regulations concerning the
Building and the Premises. Landlord shall have the right from time to time to
prescribe additional rules and regulations or amendments to existing rules and
regulations which, in its judgment, may be desirable for the use, entry,
operation and management of the Premises and Building, provided that such rules
or regulations do not unreasonably impose additional costs on Tenant and do not
materially adversely effect Tenant’s ability to conduct its business as
contemplated under the Lease.  Each of
such additional rules and regulations or amendments shall become a part of this
Lease. Tenant shall comply with such additional rules and regulations or
amendments, provided, however, that such rules and regulations shall not
contradict or abrogate any right or privilege herein expressly granted to
Tenant. Landlord shall not be liable for the enforcement or failure to enforce
any of the rules and regulations by other tenants of the Building; provided,
however, that Landlord agrees that is will enforce the rules and regulations
uniformly among the tenants of the Building and may not enforce the rules and
regulations in a discriminatory manner.


A.          Tenant
shall not conduct itself or permit its contractors, agents, employees or
invitees to conduct themselves in the Premises or in the Building in a manner
inconsistent with the character of the Building and other similar office
buildings in the East Tampa submarket or inconsistent with the comfort or
convenience granted to Tenant.


B.          Tenant
shall not exhibit, sell or offer to sell on the Premises or in the Building any
article or thing, without the advance written consent of Landlord, except as it
may sell its services in the ordinary course of its business.


C.          Tenant
shall not sell or offer to sell or use or permit to be sold or offered for sale
or use in the Premises any alcoholic or other intoxicating beverage.


D.          Tenant
shall not display, inscribe, paint, print, maintain or affix on any place in or
about the Building any sign, notice, legend, direction, figure or
advertisement, except on the doors of the Premises, and then only such name or
names and in such color, size, style, place, material and manner as shall first
have been approved by Landlord in all respects. 
Notwithstanding the foregoing, Tenant may affix signs, notices, figures,
directions and other materials to interior walls of the Demised Premises.


E.           Tenant
shall not use the name of the Building for any purpose other than as the
business address of Tenant and shall not use any pictures or likeness of the
Building in any circulars, notices, advertisements or correspondence without
Landlord’s express consent in writing having been first obtained, which consent
shall not be unreasonably withheld, conditioned or delayed.


F.           Tenant
shall not obstruct or use for storage or for any purpose the sidewalks,
entrances, passages, courts, corridors, vestibules, halls, elevators and
stairways of the Building.



 C-1
 






 



G.          No
bicycle or other vehicle and no dog or other animal or bird shall be brought or
permitted to be in the Building or any part thereof, with the exception of
trained seeing eye dogs, provided compliance with reasonable rules established
by Landlord.


H.          Tenant
shall not make or permit any noise or odor that is objectionable to other
occupants of the Building to emanate from the Premises, shall not create or
maintain a nuisance therein, shall not unreasonably disturb, solicit or canvas
any occupant of the Building, and shall not do any act tending to injure the
reputation of the Building.


I.            Tenant
shall not install any piano, phonograph or other musical instrument, or radio
or television set in the Building, or any antennae, aerial wires or other
equipment inside or outside the Building, without, in each and every instance,
approval in writing by Landlord having been first obtained, which approval
shall not be unreasonably withheld, conditioned or delayed. The use thereof, if
permitted, shall be subject to control by Landlord to the end that others shall
not be unreasonably disturbed or annoyed.


J.           Tenant
shall not place or permit to be placed any article of any kind on the window
ledges or on the exterior walls, and shall not throw (or permit to be thrown or
dropped) any article from any window of the Building.


K.          Tenant
shall not undertake to regulate any thermostat for the Common Areas and shall
not waste water by tying, wedging or otherwise fastening open any faucet.


L.           Tenant
shall not attach or permit to be attached any additional locks or similar
devices to any window nor shall Tenant make or permit to be made any keys for
any door to the Premises or Building other than those provided by Landlord (if
more than two [2] keys for one [1] lock are desired by Tenant, Landlord may
provide the same upon payment by Tenant). Tenant may at its expense and under
the reasonable supervision and direction of Landlord, install digital locks on
the interior stairway doors, as permitted by law, to permit secured access to
the Premises by employees of Tenant.


M.         If
Tenant desires telegraphic, telephonic, burglar alarm or signal service,
Landlord will, upon request, direct where and how connections and all wiring
for such services shall be introduced and run. Tenant shall make no boring,
cutting or installation of wires or tables without such directions.


N.          Tenant
shall not install antennae, blinds, shades, awnings or other form of inside or
outside window covering or similar devices other than as may be approved by
Landlord, which approval shall not be unreasonably withheld, conditioned or
delayed. Any such installation shall be at Tenant’s sole cost unless otherwise
agreed by Landlord and Tenant.


O.          Unless
Landlord gives advance written consent in each and every instance, which
consent shall not be unreasonably withheld, conditioned or delayed, Tenant
shall not install nor operate any steam or internal combustion engine, boiler,
machinery, refrigerating or heating device (other than standard refrigerators
for employees to store meals or a microwave oven to cook meals) or air
conditioning apparatus in or about the Premises nor carry on any mechanical
business therein nor use the Premises for housing accommodations nor lodging or
sleeping purposes nor use any illumination other than electric light nor use or
permit to be brought into the Building any hazardous wastes, inflammable oils
or fluids such as gasoline, 



 C-2
 






 



kerosene, naphtha
and benzine, nor any explosives nor other articles deemed hazardous to life,
limb or property.


P.           Tenant
shall not place nor allow anything to be against or near the glass or
partitions or doors of the Premises which may diminish the light in, or be
unsightly from, halls, corridors or atriums of the Building.


Q.          Tenant
shall not install in the Premises any equipment without complying with the
terms set forth elsewhere in this Lease. Tenant shall also ascertain
from Landlord the maximum amount of electrical current which can safely be used
in the Premises, taking into account the capacity of the electric wiring in the
Building and shall not use more than such safe capacity and as is otherwise
permitted elsewhere in this Lease. Landlord’s consent to the installation of
electric equipment shall not relieve Tenant from the obligation not to use more
electricity than such safe capacity as is otherwise permitted elsewhere in this
Lease.


R.          Tenant
shall not lay linoleum or other similar floor covering so that such floor
covering shall come in direct contact with the floor of the Premises. Tenant
shall not use cement or other similar material in the Premises, without the
prior approval of the Landlord, which approval shall not be unreasonably
withheld, conditioned or delayed.


S.           Tenant
shall keep the Demised Premises (including the exterior and interior portions
of all windows, doors and all other glass) in good condition. In addition,
Tenant shall keep all glass in the Demised Premises and in the perimeter walls
thereof; the frames for such glass, and any lettering and ornamentation on such
glass insured against damage (including temporary repairs) for the benefit of
Landlord, either at Landlord’s option, by Tenant paying to Landlord a
proportionate share of the premium incurred by Landlord for a blanket
comprehensive glass policy for the Building or by Tenant, at Tenant’s expense,
furnishing Landlord with a separate policy or policies for such glass
insurance, in such form and placed with such underwriters as may be approved by Landlord.


T.          Tenant
shall participate in any reasonable window cleaning program that may be
established by Landlord for all or substantially all of the Building, but
nothing contained herein shall be deemed or construed to require Landlord to
establish such a program.


U.          Tenant shall have deliveries to and
from the Demised Premises done at the time, in the manner and through the
entrances designated by Landlord in reasonable proximity to the Demised
Premises.


V.          Tenant
shall not use the plumbing facilities for any purpose other than that for which
they were constructed, or dispose of any garbage or other foreign substance
therein, whether through the utilization of so called “disposal” or similar
units, or otherwise.


W.         Tenant
shall handle and dispose of all rubbish, garbage and waste from Tenant’s
operations in areas designated by Landlord from time to time,  in accordance with regulations established
therefor by Landlord, and not permit the accumulation or burning of any rubbish
or garbage in, on, or about any part of the Demised Premises or the Building,
and not permit any garbage or rubbish to be stored anywhere outside the Demised
Premises.



 C-3














 


 


EXHIBIT D


TENANT’S SIGNAGE


 



 D-1














 


 


EXHIBIT E


RIGHT
OF FIRST REFUSAL SPACE


[Attach sketch of contiguous 34,000+- rentable
square foot space]


 



 E-1














 


 


EXHIBIT
F


LOCATION
OF MARKED PARKING SPACES AND GENERATOR 


 



 F-1














 


 


EXHIBIT
G


PARKING
SPACE RELOCATION AREA


 



 G-1














 


 


EXHIBIT
H


FORM OF
SUBORDINATION, NON-DISTURBANCE

AND ATTORNMENT AGREEMENT 


[Attach form of
SNDA]


 



 H-1














 


 


AFTER RECORDING
RETURN TO:

Hinckley, Allen & Snyder LLP

50 Kennedy Plaza, Suite 1500

Providence, Rhode Island 02903

Attention:  Matthew T. Marcello, Esq.


LEASE SUBORDINATION, NON-DISTURBANCE

AND ATTORNMENT AGREEMENT


This agreement (“Lease Subordination, Non-Disturbance
and Attornment Agreement” or “Agreement”) is made as of the ____ day of July,
2006, among BANK OF AMERICA, N.A., a national banking association organized
under the laws of the United States, and having a place of business at Suite
800, Mail Stop: RI 1-102-08-01, 111 Westminster Street, Providence, Rhode
Island 02903, as Agent (the “Agent”) for the Lenders (as that term is defined
in a certain Loan Agreement by and between the hereinafter defined Borrower,
the Agent and the Lenders), FOA 6302 EAST MARTIN LUTHER KING BOULEVARD LLC, a
Delaware limited liability company, having a place of business at c/o Alliance
Commercial Partners, LLC, 165 South Union Boulevard, Suite 510, Lakewood,
Colorado 80228 (“Landlord” or “Borrower”), and _____________________________, a
_____________________, having a place of business at
___________________________________________________ (“Tenant”).


Introductory Provisions


A.        Agent
and the Lenders are relying on this Agreement as an inducement to Lenders in
making and maintaining a loan in the amount of Seventeen Million Four Hundred
Seventy Nine Thousand and no/100 Dollars ($17,479,000) (“Loan”) secured by,
among other things, a Mortgage, Security Agreement and Fixture Filing (“Mortgage”)
given by Borrower to Agent covering property commonly known as and numbered
6302 East Martin Luther King Boulevard in the City of Tampa, County of
Hillsborough, State of Florida and which is further described in Exhibit A
attached hereto (“Property”).  Agent is
also the “Assignee” under an Assignment of Leases and Rents (“Assignment”) from
Borrower with respect to the Property.


B.         Tenant
is the tenant under that certain lease (“Lease”) dated _______________, made
with [Landlord] [Landlord’s predecessor in title], covering certain premises (“Premises”)
at the Property as more particularly described in the Lease [and in the “Memorandum
of Lease” or “Notice of Lease” dated _______________, ____ which has been
recorded in the Records of ______________ at Book __________, Page ______].


C.         Lenders
require, as a condition to the making and maintaining of the Loan, that the
Mortgage be and remain superior to the Lease and that Agent’s rights under the
Assignment be recognized.



 H-1
 






 



D.         Tenant
requires as a condition to the Lease being subordinate to the Mortgage that its
rights under the Lease be recognized.


E.         Agent,
Landlord, and Tenant desire to confirm their understanding with respect to the
Mortgage and the Lease.


NOW, THEREFORE, in consideration of the foregoing, the
mutual covenants and agreements contained herein, and other valuable
consideration, the receipt and adequacy of which are hereby acknowledged, and
with the understanding by Tenant that Lenders shall rely hereon in making and
maintaining the Loan, Agent, Landlord, and Tenant agree as follows:


1.             Subordination.  The Lease and the rights of Tenant thereunder
are subordinate and inferior to the Mortgage and any amendment, renewal,
substitution, extension or replacement thereof and each advance made thereunder
as though the Mortgage, and each such amendment, renewal, substitution,
extension or replacement were executed and recorded, and the advance made,
before the execution of the Lease.


2.             Non-Disturbance.  So long as Tenant is not in default (beyond
any period expressed in the Lease within which Tenant may cure such default) in
the payment of rent or in the performance or observance of any of the terms,
covenants or conditions of the Lease on Tenant’s part to be performed or
observed, (i) Tenant’s occupancy of the Premises shall not be disturbed by
Agent in the exercise of any of its rights under the Mortgage during the term
of the Lease, or any extension or renewal thereof made in accordance with the
terms of the Lease, and (ii) Agent will not join Tenant as a party defendant in
any action or proceeding for the purpose of terminating Tenant’s interest and
estate under the Lease because of any default under the Mortgage.


3.             Attornment
and Certificates.  In the event Agent
succeeds to the interest of Borrower as Landlord under the Lease, or if the
Property or the Premises are sold pursuant to any foreclosure of the Mortgage,
Tenant shall attorn to Agent, or a purchaser upon any such foreclosure sale,
and shall recognize Agent, or such purchaser, thereafter as the Landlord under
the Lease.  Such attornment shall be
effective and self-operative without the execution of any further
instrument.   Tenant agrees, however, to
execute and deliver at any time and from time to time, upon the request of any
holder(s) of any of the indebtedness or other obligations secured by the
Mortgage, or upon request of any such purchaser, (a) any instrument or
certificate which, in the reasonable judgment of such holder(s), or such
purchaser, may be necessary or appropriate in any such foreclosure proceeding
or otherwise to evidence such attornment, and (b) an instrument or certificate
regarding the status of the Lease, consisting of statements, if true (and if
not true, specifying in what respect), (i) that the Lease is in full force and
effect, (ii) the date through which rentals have been paid, (iii) the duration
and date of the commencement of the term of the Lease, (iv) the nature of any
amendments or modifications to the Lease, (v) that no default, or state of
facts, 



 H-2
 






 



which with the
passage of time, or notice, or both, would constitute a default, exists on the
part of either party to the Lease, and (vi) the dates on which payments of
additional rent, if any, are due under the Lease.


4.             Limitations.  If Agent exercises any of its rights under
the Assignment or the Mortgage, or if Agent shall succeed to the interest of
Landlord under the Lease in any manner, or if any purchaser acquires the
Property, or the Premises, upon or after any foreclosure of the Mortgage, or
any deed in lieu thereof, Agent or such purchaser, as the case may be, shall
have the same remedies by entry, action or otherwise in the event of any
default by Tenant (beyond any period expressed in the Lease within which Tenant
may cure such default) in the payment of rent or in the performance or observance
of any of the terms, covenants and conditions of the Lease on Tenant’s part to
be paid, performed or observed that the Landlord had or would have had if Agent
or such purchaser had not succeeded to the interest of the present
Landlord.  From and after any such
attornment, Agent or such purchaser shall be bound to Tenant under all the
terms, covenants and conditions of the Lease, and Tenant shall, from and after
such attornment to Agent, or to such purchaser, have the same remedies against
Agent, or such purchaser, for the breach of an agreement contained in the Lease
that Tenant might have had under the Lease against Landlord, if Agent or such
purchaser had not succeeded to the interest of Landlord.  Provided, however, that Agent
or such purchaser shall only be bound during the period of its ownership, and
that in the case of the exercise by Agent of its rights under the Mortgage, or
the Assignment, or any combination thereof, or a foreclosure, or deed in lieu
of foreclosure, all Tenant claims shall be satisfied only out of the interest,
if any, of Agent, or such purchaser, in the Property, and Agent and such
purchaser shall not be (a) liable for any act or omission of any prior landlord
(including the Landlord); or (b) liable for or incur any obligation with
respect to the construction of the Property or any improvements of the Premises
or the Property; or (c) subject to any offsets or defenses which Tenant might
have against any prior landlord (including the Landlord); or (d) bound by any
rent or additional rent which Tenant might have paid for more than the then
current rental period to any prior landlord (including the Landlord); or (e)
bound by any amendment or modification of the Lease that is made without Agent’s
prior written consent; or (f) bound by any assignment of the Lease or any
encumbrance of Tenant’s interest thereunder or any sublet thereunder (except if
expressly permitted without Landlord’s consent under the terms of the Lease)
that is made without Agent’s prior written consent; or (g) bound by or
responsible for any security deposit not actually received by Agent; or (h)
liable for or incur any obligation with respect to any breach of warranties or
representations of any nature under the Lease or otherwise including without
limitation any warranties or representations respecting use, compliance with
zoning, landlord’s title, landlord’s authority, habitability and/or fitness for
any purpose, or possession; or (i) liable for consequential damages.  The foregoing shall not, however:  (i) relieve Agent or such purchaser, of the
obligation to remedy or cure any conditions at the Premises the existence of
which constitutes a Landlord default under the Lease and which continue at the
time of such succession or acquisition, or (ii) deprive the Tenant of the right
to terminate the Lease for a breach of Landlord covenant which is not cured as
provided for herein and in the Lease and as a 



 H-3
 






 



result of which
there is a material interference with Tenant’s permitted use and occupation of
the Premises or any permitted business conducted therein.


5.             Rights
Reserved.  Nothing herein contained
is intended, nor shall it be construed, to abridge or adversely affect any
right or remedy of:  (a) the Landlord
under the Lease, or any subsequent Landlord, against the Tenant in the event of
any default by Tenant (beyond any period expressed in the Lease within which
Tenant may cure such default) in the payment of rent or in the performance or
observance of any of the terms, covenants or conditions of the Lease on Tenant’s
part to be performed or observed; or (b) the Tenant under the Lease against the
original or any prior Landlord in the event of any default by the original
Landlord to pursue claims against such original or prior Landlord whether or
not such claim is barred against Agent or a subsequent purchaser.


6.             Notice
and Right to Cure.  Tenant agrees to
provide Agent with a copy of each notice of default given to Landlord under the
Lease, at the same time as such notice of default is given to the Landlord, and
that in the event of any default by the Landlord under the Lease, Tenant will
take no action to terminate the Lease (a) if the default is not curable by
Agent (so long as the default does not interfere with Tenant’s use and
occupation of the Premises), or (b) if the default is curable by Agent, unless
the default remains uncured for a period of thirty (30) days after written
notice thereof shall have been given, postage prepaid, to Agent at the address
provided in Section 7 below; provided, however, that if any such
default is such that it reasonably cannot be cured within such thirty (30) day
period, such period shall be extended for such additional period of time as
shall be reasonably necessary (including, without limitation, a reasonable
period of time to obtain possession of the Property and to foreclose the
Mortgage), if Agent gives Tenant written notice within such thirty (30) day
period of Agent’s election to undertake the cure of the default and if curative
action (including, without limitation, action to obtain possession and
foreclose) is instituted within a reasonable period of time and is thereafter
diligently pursued.  Agent shall have no
obligation to cure any default under the Lease.


7.             Notices.  Any notice or communication required or
permitted hereunder shall be in writing, and shall be given or delivered:  (i) by United States mail, registered or
certified, postage fully prepaid, return receipt requested, or (ii) by
recognized courier service or recognized overnight delivery service; and in any
event addressed to the party for which it is intended at its address set forth
below:


	
  To Agent:

  	
   

  	
  Bank of America, N.A., as Agent

  
	
   

  	
   

  	
  Suite 800

  
	
   

  	
   

  	
  Mail Stop: RI 1
  102 08 01

  
	
   

  	
   

  	
  111 Westminster
  Street

  
	
   

  	
   

  	
  Providence,
  Rhode Island 02903

  
	
   

  	
   

  	
  Attention:
  Commercial Real Estate Loan Administration

  
	
   

  	
   

  	
   

  



 



 H-4
 






 



 


	
  To Tenant:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention: 

  	
   

  



 


or such other
address as such party may have previously specified by notice given or
delivered in accordance with the foregoing.  
Any such notice shall be deemed to have been given and received on the
date delivered or tendered for delivery during normal business hours as herein
provided.


8.             Payment
of Rent To Agent.  Tenant
acknowledges that it has notice that the Lease and the rent and all sums due
thereunder have been assigned to Agent as part of the security for the
obligations secured by the Mortgage.  In
the event Agent notifies Tenant of a default under the Loan and demands that
Tenant pay its rent and all other sums due under the Lease to Agent, Tenant
agrees that it will honor such demand and pay its rent and all other sums due
under the Lease to Agent, or Agent’s designated agent, until otherwise notified
in writing by Agent.  Borrower
unconditionally authorizes and directs Tenant to make rental payments directly
to Agent following receipt of such notice and Borrower further agrees that
Tenant may rely upon such notice without any obligation to further inquire as
to whether or not any default exists under the Mortgage or the Assignment and
notwithstanding any notice from or claim of Borrower to the contrary.  Borrower shall have no right or claim against
Tenant for or by reason of any payments of rent or other charges made by Tenant
to Agent following Tenant’s receipt of any such notice.


9.             No
Amendment or Cancellation of Lease. 
As long as the Mortgage remains undischarged of record, Tenant shall not
agree to amend or modify the Lease in any material respect, or agree to cancel
or terminate the Lease or agree to subordinate the Lease to any other mortgage
or deed of trust, without Agent’s prior written consent in each instance.


10.           No
Waiver.  This Agreement does not:


(a)                                  constitute
a waiver by Agent of any of its rights under the Mortgage or any of the other
Loan Documents (as defined in the Mortgage); or


(b)                                 in
any way release Borrower from its obligations to comply with the terms,
provisions, conditions, covenants and agreements and clauses of the Mortgage
and other Loan Documents.


11.           Borrower
Compliance.  The provisions of the
Mortgage remain in full force and effect and must be complied with by Borrower.



 H-5
 






 



12.           Captions.  Captions and headings of sections are not
part of this Agreement and shall not be deemed to affect the meaning or
construction of any of the provisions of this Agreement.


13.           Counterparts.  This Agreement may be executed in several
counterparts each of which when executed and delivered is an original, but all
of which together shall constitute one instrument.


14.           Governing
Law.  This Agreement shall be governed
by and construed in accordance with the laws of the State where the Property is
located.


15.           Entire
Agreement.  This Agreement
constitutes the entire agreement between Agent and Tenant regarding the
subordination of the Lease to the Mortgage and the rights and obligations of
Tenant and Agent as to the subject matter of this Agreement.


16.           Interaction
with Lease and with Mortgage.  If
this agreement conflicts with the Lease, then this Agreement shall govern as
between the parties, including upon any attornment pursuant to this
Agreement.  This Agreement supersedes,
and constitutes full compliance with any provisions in the Lease that provide
for subordination of the Lease to, or for delivery of nondisturbance agreements
by the holder of, the Mortgage.


17.           Agent’s
Rights and Obligations.  Except as
expressly provided for in this Agreement, Agent shall have no obligations to
Tenant with respect to the Lease.


18.           Amendments;
No Oral Change.  This Agreement may
be amended, discharged or terminated, or any of its provisions waived, only by
a written instrument executed by the party to be charged.  This Agreement may not be modified orally or
in any manner other than by an agreement in writing signed by the parties hereto
or their respective successors in interest.


19.           Successors
and Assigns.  This Agreement shall
inure to the benefit of and be binding upon Agent, Lenders, Tenant and Borrower
and their respective heirs, personal representatives, successors and assigns,
and any purchaser or purchasers at foreclosure of the Property or any portion
thereof, and their respective heirs, personal representatives, successors and
assigns.


[Signatures on Following Page(s).]



 H-6
 






 



IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed, as a sealed instrument, as of the date
first above written.


	
  

  	
  AGENT:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A., as Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date executed by Agent:______________________, 2006

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [insert name]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date executed by Tenant:_____________________, 2006

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  LANDLORD

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FOA 6302 EAST MARTIN LUTHER KING BOULEVARD LLC, a
  Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  6302 East Martin Luther King Boulevard Associates, 

  
	
   

  	
   

  	
   

  	
  LLC, a Delaware limited liability company, its sole
  member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Alliance Commercial Holdings II, LLC, a 

  
	
   

  	
   

  	
   

  	
   

  	
  Colorado limited liability company, its manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  Alliance Commercial Partners, LLC, a 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Colorado limited liability company, its manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date executed by Landlord:___________________, 2006

  



 



 H-7
 






 



STATE OF RHODE ISLAND

COUNTY OF PROVIDENCE


The foregoing
instrument was acknowledged before me this ____ day of _________, 2006 by
_________________, as _________________ of Bank of America, N.A., a national
banking association organized under the laws of the United States, and on
behalf of the national banking association. 
He/She is personally known to me or has produced a _________ (state)
driver’s license as identification.


	
  My Commission Expires:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public (signature)

  
	
   

  	
   

  	
   

  
	
  (AFFIX NOTARY
  SEAL)

  	
   

  	
   

  
	
   

  	
   

  	
  (Print Name)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Title or Rank)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Serial Number, if any)

  



 


STATE OF _______________

COUNTY OF _____________


The foregoing
instrument was acknowledged before me this ____ day of _________, 2006 by
_________________, as _________________ of ___________________________ and on
behalf of the __________________. He/She is personally known to me or has
produced a _________ (state) driver’s license as identification.


	
  My Commission Expires:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public (signature)

  
	
   

  	
   

  	
   

  
	
  (AFFIX NOTARY
  SEAL)

  	
   

  	
   

  
	
   

  	
   

  	
  (Print Name)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Title or Rank)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Serial Number, if any)

  



 



 H-8
 






 



STATE OF COLORADO

COUNTY OF JEFFERSON


The foregoing
instrument was acknowledged before me this ____ day of _________, 2006 by
_________________, as a Member of Alliance Commercial Partners, LLC, a Colorado
limited liability company and on behalf of the limited liability company.  He is personally known to me or has produced
a _________ (state) driver’s license as identification.


	
  My Commission Expires:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public (signature)

  
	
   

  	
   

  	
   

  
	
  (AFFIX NOTARY
  SEAL)

  	
   

  	
   

  
	
   

  	
   

  	
  (Print Name)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Title or Rank)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Serial Number, if any)

  



 



 H-9
 






 



EXHIBIT A


[Attach Legal Description of Property]


 



 H-10














 


 


Schedule “1” 


CERTIFICATION AS TO COMMENCEMENT DATE


THIS CERTIFICATION
AS THE COMMENCEMENT DATE is dated this ____ day of ______________, 2006, by and
between FOA 6302 East Martin Luther King Boulevard
Associates, LLC (“Landlord”) and Clayton Services, Inc., a Delaware corporation (“Tenant”).


BACKGROUND FACTS


A.            Landlord
and Tenant entered into that certain
Lease (the “Lease”) dated the ___ day of _______________, 2006, whereby
the Tenant leased Suite 300 (the “Premises”)
in the Interstate Corporate
Center building (the “Building”)
located at 6302 B. Dr. Martin Luther King, Jr. Boulevard, Tampa, Florida; and


B.            Pursuant
to the Lease, Landlord is hereby
requesting Tenant to stipulate as to the “Commencement Date” under the Lease and as to the scheduled “Termination
Date” of the Lease.


TERMS AND CONDITIONS


NOW THEREFORE, in consideration of the mutual promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Landlord and Tenant hereby agree as follows:


1.             The
Commencement Date under the
Lease is _____________________.


2.             The
Lease is scheduled to expire on
_________________________.


3.             Tenant
hereby acknowledges that (i) Tenant is in possession of and has accepted the Premises, (ii) all of the work to be performed by Landlord
as required by the terms of the Lease, if any, has been properly completed, (iii) Tenant has no claim
or action under the Lease or against
the Landlord whatsoever, and (iv) Tenant
hereby confirms that there is no
default or breach under the
Lease on the part of Landlord.


[The remainder of this page intentionally left blank.]



 Schedule 1-1
 






 



IN WITNESS of the
foregoing, Landlord and Tenant have signed this Lease as of the date first
written above.


	
  WITNESSES:

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CLAYTON SERVICES INC., a
  Delaware corporation

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Frederick C. Herbert 

  
	
   

  	
   

  	
   

  	
   

  	
  Frederick C. Herbert 

  
	
   

  	
   

  	
  Its:

  	
   

  	
  Chief Financial Officer 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Fed. I.D. No.: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  FOA 6302 EAST MARTIN LUTHER KING BOULEVARD, LLC,
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By: 6302 East Martin
  Luther King Boulevard Associates, LLC, a Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By: Alliance Commercial
  Holdings II, LLC, a Colorado limited liability company, its managing member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By: Alliance Commercial
  Partners, LLC, a Colorado limited liability company, its managing member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
									



 



 Schedule 1-2