LEASE AGREEMENT

October 26, 2004

 

THIS AGREEMENT, made and entered intoeffective on the date first shown above at Maitland, Florida between The JohnPrice Trust, c/o Carter & Associates LLC, 455 South Orange Avenue, Suite 400,Orlando, FL 32801*/ (Lessor) and Renovo Holdings, 40185 West Lake Mary Blvd.#137, Lake Mary, FL 32746 (Lessee).

WITNESSETH:

Premises

1. Lessor, in consideration of thepayments to it by Lessee of the rents herein contained, which Lessee agrees topromptly pay, and in consideration of the performance by Lessee of the covenantshereinafter provided, which Lessee agrees to fully and promptly perform, doeshereby lease to Lessee:

A)    Approximately3,600 square feet of space, hereinafter referred to as the "Leased Premises," asshown outlined on the plan attached hereto as **Exhibit A** and incorporatedherein by reference; located at 100 Candace Drive, Maitland, (Seminole County,Florida) according to the present system of naming streets and numberingbuildings.

Term

2. The term of this lease shall befor a period of 24 months beginning November 1, 2004. This period shall bereferred to as the "Lease Term".

Rental

3. As rental for the use andoccupancy of the Leased Premises, Lessee shall pay to Lessor in lawful money ofThe United States of America the sums shown on **Exhibit B** of this LeaseAgreement plus applicable sales tax, in advance on the first day of each andevery month during said lease term.

A) Lessee has deposited withLessor simultaneously with Lessee's execution of this lease, the sum of$5,899.50 which represents the first month's rent and applicable sales tax plusone month's rent as security deposit (see Security Deposit, #5 below).

B) Rent shall be mailed ordelivered by Lessee to Lessor at such place as Lessor may designate in writingand rent shall be payable promptly on the first day of each and every monthwithout prior demand therefore by Lessor.

C) Lessee hereby agrees withLessor that Lessee shall pay to Lessor, at Lessor's option, (if said rental andother sums due hereunder having been received after the tenth (10th)day of each month), a late charge equal to five percent (5%) of the totalmonthly rental due, plus applicable Florida state sales tax.

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D) If this lease commences on aday other than the first day of the month, the first monthly installment of rentshall be adjusted and prorated so that Lessee shall only pay rent for the actualnumber of days in the first month of said term, but for all other months Lesseeshall pay the full monthly installment on the first day of each and every month.

Additional Rent

4. In addition to the base rent,all other payments to be made by Lessee to Lessor (including, but not limitedto, reimbursement for any special or extraordinary services requested orrequired by Lessee) shall be deemed to be and shall become additional renthereunder, whether or not the same be designated as such; and shall be due andpayable within thirty (30) days following demand by Lessor or together with thenext succeeding installment of rent, whichever shall first occur, together withsales tax thereon; and Lessor shall have the same remedies for failure to paythe same as for a non-payment of rent.

Security Deposit

5. Lessee shall, upon theexecution of this lease, deposit with Lessor as security for the payment of rentand the performance of all other covenants to be performed by Lessee, the sum of$2850.00.

A) Said security deposit shall benon-interest bearing. If Lessee defaults in the payment of any monthly rentalinstallment within three (3) days after receipt of written demand therefore orfails to perform any other covenant within seven (7) days after receipt ofwritten demand therefore, Lessor, at its option, may apply sufficient sums fromthe security deposit towards payment thereof. If Lessor elects to so apply thesecurity deposit, or any part thereof, Lessee shall be obliged to immediatelyreplenish the security deposit for the amount so applied by Lessor. The totalsecurity deposit shall be held by Lessor until expiration of the initial term oruntil expiration of any renewal term if any renewal option which exists isexercised except as noted below in paragraph 5 B, and the unused portion of thesecurity deposit not having been used to repair and/or restore any damageresulting from Lessee's actions or neglect to the Leased Premises shall berefunded by Lessor to Lessee at the end of the term of this lease or any renewalthereof. The security deposit shall not be applied to rent except upon approvalof Lessor.

B) Provided Lessee is incompliance with all the terms of this agreement including prompt payment of rentand other charges, if any, in full and on time, Lessor will release one month'ssecurity deposit at the end of the 13th month of this Agreement.

Construction

6. The premises will be delivered"as-is."

Utilities

7. Lessee shall pay for electricpower consumed at its Leased Premises, which is separately metered.

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A) If Lessor furnishes waterservice to the Leased Premises for purposes other than rest room and drinkingservice, such monthly water charge shall, at the option of Lessor, be billeddirectly to Lessee for Lessee's excess water use.

B) Lessor reserves the right toinstall, at Lessor's discretion, separate meters for any public utility. IfLessor requires a separate water meter, it shall be installed at Lessor's soleexpense.

Taxes and Assessments

8. Lessor shall be obligated topay all real estate taxes and assessments levied or charged against the entireland and Building through and inclusive of the installment normally due andpayable for the year 2004 (the base period.) Thereafter, Lessor shall beobligated to pay all further real estate taxes and assessments but not in anamount greater than the total amount paid by the Lessor in the base period. Ifby reason of an increase in the tax rate or an increase in the assessedvaluation or the levying of additional assessments, the subsequent installmentsof real estate taxes and assessments coming due during the lease term exceed theamount payable in the base period, then Lessee shall pay to Lessor a percentageof such excess equal to that percentage set forth in Paragraph 1B). Lessee'sshare of such excess real estate taxes and assessments shall be paid by Lesseeto Lessor in a lump sum within thirty (30) days following receipt of invoicefrom the Lessor. All sales tax on rents and personal property taxes charged orlevied against Lessee's furniture, fixtures and equipment in the Leased Premisesshall be paid by Lessee.

Insurance

9. Lessor shall at its expensekeep the Building of which the Leased Premises form a part insured against lossby fire or casualty with extended coverage in an amount determined by the Lessorand said policies shall include a standard waiver of subrogation clause againstLessee. In the event the cost of premiums on said fire and extended insuranceincreases due to the hazardous nature of the use and occupancy by Lessee of theLeased Premises, then the entire increase in insurance cost shall be paid byLessee in a lump sum within thirty (30) days following receipt of invoice fromthe Lessor. Any increase in insurance premiums payable by Lessor during thelease term due to changes in insurance rate or insurable value shall bereimbursed, to the extent of the percentage as set forth in Paragraph 1B) ofsuch increase, by the Lessee and shall be payable in a lump sum within thirty(30) days following receipt of periodic invoice from Lessor, provided however noreimbursement by Lessee shall be payable during the first full year of Lessee'sinitial lease term.

A) Lessee shall at all times andat its cost maintain public liability insurance on the Leased Premises withlimits of at least $500,000/$1,000,000 for personal injury and death and$100,000 for property damage. Said public liability policies shall carry boththe names of Lessor and Lessee as the named insured as their respective interestmay appear and Lessee shall provide Lessor with a copy thereof prior to theLease commencement date and shall exhibit receipts showing payment of premiumson request from Lessor. Such policy shall further provide that the insurer shallnot cancel, alter or allow expiration or other termination thereof without atleast twenty (20) days prior written notice from such insurer to Lessor.

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B) Lessee shall at all times andat its expense maintain insurance against loss by fire and other casualty withextended coverage on its furniture, fixtures, inventory, equipment, supplies andpersonal property, and said policies shall include a standard waiver ofsubrogation clause against Lessor.

Use of Premises

10. Lessee shall use and occupythe Leased Premises only for use as Office/Light Assembly/Warehouse purposes andfor no other purpose without Lessor's prior written consent.

A) No repair or servicing of anymotorized vehicle, equipment or machinery shall be allowed in the LeasedPremises, in any parking or loading areas, roadways or service areas within theComplex. Detailing of motor vehicles will be permitted within the LeasedPremises. No vehicle abandoned or disabled or in a state of non-operation ordisrepair shall be left upon the property of the Lessor, and Lessee shallenforce this restriction against Lessee's employees, agents, visitors,licensees, invitees, contractors and customers. Should Lessor determine that aviolation of this restriction has occurred, Lessor shall have the right to causethe offending vehicle, equipment, trailer or machinery to be removed fromLessors's property, and all costs of such removal shall be the obligation of theLessee responsible for such vehicle under the terms of the lease and shall bereimbursed to the Lessor by Lessee within ten (10) days of written notice toLessee. 

B) Lessor hereby grants to Lessee,its employees, guests and invitees the right to use the off-street parking loton which the Building is situated. Said parking lot shall be used by the Lessee,its employees, guests and invitees, in common with other lessees of saidBuilding, their employees, guests and invitees, and in common with the Lessorand its employees, guests and invitees. If the Lessor designates a portion ofthe parking lot for employee parking, employees of the Lessee shall use thatportion of the lot thereby leaving the remaining parking spaces in the lot openfor guest in and out traffic. At all times in the absence of designated parking,Lessee, its employees and guests, shall use those parking areas closest toLessee's premises to the extent possible.

C) Automobiles and/or trucks shallnot at any time be stored in the Leased Premises.

Interruption of Service

11. Lessor does not warrant thatany services to be provided by Lessor will be free from interruption due tocauses beyond Lessor's reasonable control. In the event of temporaryinterruption of services or unavoidable delay in the making of repairs, the sameshall not be deemed an eviction or disturbance of Lessee's use and possession ofthe Leased Premises nor render Lessor liable to Lessee for damage by abatementof rent or otherwise, nor shall the same relieve Lessee from performance ofLessee's obligations under this lease.

Waiver of Claim

12. Lessee waives and releases allclaims against Lessor, its agents, employees, and servants, in respect of, andthey shall not be liable for, injury to person or damage to property sustainedby Lessee or by any occupant of the Leased Premises or the Building, or anyother person occurring in or about the Building, or the Leased Premisesresulting directly, or indirectly, from any existing or future condition,defect, matter or thing in the Leased Premises, or the Building or any part ofit, or from equipment or appurtenance therein, or from accident, or from anyoccurrence, act, negligence or omission of any lessee or occupant of theBuilding, or of any other person; but nothing in the paragraph shall be deemedto relieve Lessor from liability for damages or injuries to person or propertycaused by or resulting from the negligence of Lessor, its agents, servants oremployees. This paragraph shall apply also to damage caused as aforesaid or byflooding, sprinkling devices, air conditioning apparatus, water, snow, frost,steam, excessive heat or cold, falling objects, broken glass, sewage, gas, odorsor noise, or the bursting or leaking of pipes or plumbing fixtures and shallapply equally whether any such damage results from the act or omission of otherlessees, occupants or of any other persons, and whether such damage be caused orresult from any thing or circumstance above mentioned, or any other thing orcircumstance, whether of a like or wholly different nature. If any such damageto the Leased Premises or to the Building or any equipment or appurtenancetherein, or to Lessee thereof, results from any act or omission or negligence ofLessee, its agents, employees or invitees, Lessor, at Lessor's option, mayrepair such damage and Lessee shall, within ten (10) days following demand byLessor, reimburse Lessor forthwith for all cost of such repairs and damages bothto the Building and to the lessees or occupants thereof, in excess of theamount, if any, paid to Lessor under insurance covering such damages. Allproperty in the Building or in the Leased Premises belonging to Lessee, itsagents, employees or invitees, or to any occupant of the Leased Premises, shallbe there at the risk of Lessee or other person only, and Lessor shall not beliable for damage thereto or theft, misappropriation, or loss thereof. Lesseeagrees to hold Lessor harmless and to indemnify it against claims and liabilityfor injuries to all persons and for the damages to, or due to act or omission ofLessee, its agents, employees, guests, customers, clients and invitees.

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Delivery and Care of Premises

13. Lessee shall, throughout thelease term, take good care of the leased premises and fixtures, appurtenances,doors and windows, and mechanical equipment therein, excepting that which may becovered by applicable warranty, and, at its sole cost and expense, make allnon-structural repairs thereto and perform maintenance thereon as and whenneeded to preserve them in good working order and condition, reasonable wear andtear from use and damage from the elements, fire or other casualty, excepted.Notwithstanding the foregoing, all damage or injury to the Leased Premises or toany other part of the Building, or to its fixtures, equipment and appurtenances,whether requiring structural or non-structural repairs, caused by or resultingfrom carelessness, omission, neglect or improper conduct of Lessee, itsservants, employees, invitees or licensees, shall be repaired by the Lessee atits sole expense to the satisfaction of Lessor reasonably exercised. Lesseeshall also repair all damage to the Building and the demised premises caused bythe moving of Lessee's fixtures, furniture or equipment. All the aforesaidrepairs shall be of quality or class equal to the original work or construction.If Lessee fails after ten (10) days' notice to proceed with due diligence tomake repairs required to be made by it, the same may be made by Lessor at theexpense of Lessee. Lessee shall give Lessor prompt notice of any defectivecondition in the Leased Premises which it is required to repair or replace.Lessor shall remedy the condition with due diligence but at the expense ofLessee if repairs are necessitated by damage or injury attributable to Lessee,Lessee's servants, agents, employees, invitees, or licensees as aforesaid. Allrepair work and/or modifications made to the Leased Premises must be made bylicensed and bonded contractor(s) approved by Lessor.

A) Lessee shall be responsible forthe cost of all maintenance and repairs (except as may be covered underapplicable warranty) to the heating, ventilating and air conditioning system(s)serving the Leased Premises. If any of the air conditioning systems now in placeare used, Lessor agrees to replace major components (compressors, air handlers,condensers) if and as it becomes necessary to do so provided there is arecommendation to do so in writing from an HVAC contractor acceptable to Lessor.Lessee will, however, be responsible for repairs to a single incident limit oftwo hundred dollars ($200.00). Lessor, at Lessor's option, may elect to enterinto a reasonable service contract for the periodic professional inspection andmaintenance of all the heating, ventilating and air conditioning equipmentserving the building in which Leased Premises is a part. If Lessor so elects,Lessee shall pay its allocated share of the cost of the service contract.

B) At commencementof this Lease, Lessor shall supply the Leased Premises with the required lamps,bulbs, ballasts and starters, but replacement thereof shall be at Lessee'sexpense.

C) Lessor agrees that during thefull term of this lease it will, at its own expense, keep the exterior andstructural parts of the Building in good condition and repair, and that it willmake such repairs promptly as they become necessary. Exterior repairs shall bedeemed to include exterior walls, foundations, pavement, roof, gutters,downspouts, and plumbing which is a part of the structure or foundation. Lessorshall make such interior replacements as are necessitated by equipment failureand repairs and replacements necessitated by fire or perils covered by extendedcoverage clauses (whether or not caused by the active or passive negligence ofthe Lessee) for which damage or loss insurance is carried by the Lessor and forwhich insurance proceeds are recovered, including interior reconstruction and/orredecorating necessitated by such fire or other perils.

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D) Lessor shall arrange to keepthe exterior parking lot, driveways, and sidewalks clean and free from rubbishand other objects and in good repair; arrange for refuse disposal andcollection, water and sewer; arrange periodically for grass cutting andlandscape maintenance.

E) Lessor will, at Lessor'sexpense, clean the carpet and touch up the paint where needed.

Compliance with Laws andRegulations

14. Lessee shall comply with allFederal, State, County and City laws, ordinances, rules and regulationsaffecting or respecting the use or occupancy of the Leased Premises by theLessee or the business at any time thereon transacted by the Lessee, and Lesseeshall comply with all rules which may be hereafter adopted by Lessor for theprotection, welfare and orderly management of the Building and its lessees oroccupants.

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Holding Over

15. Upon expiration of this lease,Lessee's continued possession of the Leased Premises shall be deemed amonth-to-month tenancy terminable by Lessor or Lessee upon fifteen (15) days'notice. In the event of holding over, rent shall be increased by 100% until theLessee either re-leases the Leased Premises or vacates.

Signs

16. Lessee shall not install orlocate signs in the windows and doors of the Leased Premises or any other partof the Building or grounds without first securing Lessor's written consent. Anysigns installed by Lessee with Lessor's permission shall be maintained in goodrepair and shall be removed and any building or grounds damage therefromrestored by Lessee at expiration of this lease at Lessee's expense.

Warranty of Quiet Enjoyment

17. Lessee, upon paying the rentsand keeping and performing the covenants of this lease to be performed byLessee, shall peacefully and quietly hold, occupy, and enjoy said premisesduring said term or any renewal thereof without any let, hindrance ormolestation by Lessor or any persons lawfully claiming under Lessor.

A) Lessee shall not commit norsuffer any waste upon the Leased Premises, nor cause nor allow any nuisance orother act or thing which does or may disturb the quiet enjoyment of any otherLessee in the Building containing the Leased Premises or any other building inthe Complex of which the Leased Premises are a part, including withoutlimitation the parking, service and landscaped areas of such Complex.

B) Lessee shall not make or allowany noise or odor to be made upon the Leased Premises, whether as a part ofLessee's normal operations or otherwise, which will or might disturb otherLessees.

Assignment and Subletting

18. Lessee shall not assign thislease nor sublet all or any part of the Leased Premises without first securingLessor's written consent. If Lessor does consent to an assignment or subletting,the assignee and/or sub lessee shall first assume in writing all of theobligations of Lessee under this lease and Lessee shall, for the full term ofthis lease, continue to be jointly and severally liable with such assignee orsub lessee for the payment of rents and the performance of all obligationsrequired of Lessee under this lease. The Lessor shall not unreasonably withholdits aforesaid consent, however, the Lessee hereby acknowledges that the use towhich the Leased Premises are put and the compatibility of any occupant of theLeased Premises with our lessees, and the ability to pay rent when due are ofprime importance and significance to the Lessor in the operation and maintenanceof the Building in which the Leased Premises are located.

Fire or Other Casualty

19. In the event the LeasedPremises shall be destroyed or so damaged or injured by fire or other casualtyduring the life of this lease, whereby the same shall be rendered untenantable,then Lessor shall have the right to render such premises tenantable by repairswithin one hundred twenty (120) days therefrom and this lease shall notterminate. If said premises are not rendered tenantable within said time, itshall be optional with either party hereto to cancel this lease, and in theevent of such cancellation, the rent shall be paid only to the date of such fireor casualty. The cancellation herein mentioned shall be evidenced in writing.During any time that the premises re untenantable due to causes set forth inthis paragraph, the rent or a just and fair proportion thereof shall abate.

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Eminent Domain

20. If the whole of the LeasedPremises shall be taken by any public authority under the power of eminentdomain, or if so much of the Building or grounds shall be taken by any suchauthority under the power of eminent domain so that the Lessee cannot continueto operate its business in the Leased Premises, then the term of this leaseshall cease as of the day possession is taken by such public authority and therent shall be paid up to that day with proportionate refund by Lessor of anysuch rent as may have been paid in advance or deposited as security. The amountawarded for any taking under the power of eminent domain shall belong to and bethe property of the Lessor whether such amount be awarded as compensation fordiminution in value to the leasehold or to the fee of the premises or as damageto the residue.

Waiver

21. No waiver of any of thecovenants and agreements here contained or of any breach thereof shall be takento constitute a waiver of any other subsequent breach of such covenants andagreements or to justify or authorize the non-observance at any time of the sameor of any other covenants and agreements hereof.

Notices

22. All notices required underthis lease to be given to Lessee may be given to it at 120 Candace Drive,Maitland, Florida, 32751 with Copy to William E. Parke, c/o Carter, 455 SouthOrange Avenue, Orlando, FL 32801, or at such other place as Lessee may designatein writing. Any such notice to be given to Lessor under this lease shall begiven to it at John Price Trust, c/o Carter & Associates LLC, 450 South OrangeAvenue, Suite 180 Orlando, FL 32801, or at such other place as Lessor maydesignate in writing. All notices shall be in writing and shall be sent bycertified mail, overnight package service, postage prepaid or by personaldelivery.

Subordination

23. This lease is subject andsubordinate to all mortgages which may now or hereafter affect the LeasedPremises or the Building of which it forms a part, and to all renewals,modifications, consolidations, replacements and extensions thereof. This clauseshall be self-operative and no further instrument of subordination shall berequired by any mortgagee. In confirmation of such subordination, Lessee shallexecute promptly any subordination certificate that Lessor may request.

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Fixtures and Alterations

24. Lessee shall not, withoutLessor's prior written consent, attach any fixtures in or to the Leased Premisesor change, alter or make additions to the Leased Premises, nor attach or affixany article hereto, nor permit any annoying sound device, overload any floor, ordeface the Leased Premises. Any attached fixtures or any alterations, additionsor improvements made or attached by Lessee upon the property shall, on theexpiration or termination of this lease, if requested by Lessor, be promptlyremoved at Lessee's expense and the Leased Premises restored by Lessee at itsexpense to its original condition, ordinary wear and tear excepted. Any suchfixture, alteration, addition and/or improvement not requested to be removedshall remain on the Leased Premises and shall become and remain the property ofLessor. All Lessee's fixtures, installations and personal property not removedfrom the Leased Premises upon expiration or termination, and not required byLessor to have been removed as provided in this paragraph, shall be conclusivelypresumed to have been abandoned by Lessee and title thereto shall pass to Lessorunder this lease as by a bill of sale.

Redelivery of Premises

25. Lessee shall, on theexpiration of this lease, deliver up the Leased Premises in as good order andcondition as it now is or may be put by Lessor, reasonable use and ordinary wearand tear thereof and damage by fire or other unavoidable casualty, condemnationor appropriation excepted, and Lessee shall promptly surrender all keys to theLeased Premises to Lessor.

Examination and ExhibitingPremises

26. Lessor or its duly authorizedagent shall have the right to enter the Leased Premises at all reasonable timesto examine the condition of the same and to make repairs to the Leased Premisesor the Building. Within six (6) months prior to the date of the expiration ofthe lease, Lessor or its authorized agent shall have the right to enter theLeased Premises at all reasonable times for the purpose of exhibiting the sameto prospective lessees.

Indemnification

27. Lessee shall pay all loss ordamage occasioned by or growing out of the use and occupancy of the LeasedPremises by Lessee, its agents, employees, guests, customers and invitees, andLessee will indemnify, protect, and save Lessor harmless from and against anyloss or liability thereof or therefore and from and against any expense, costand attorney's fees incurred in connection with any claim for such loss ordamage, including costs and attorney's fees on appeal.

Cleanliness Of Premises

28. Lessee will keep the interiorof the Leased Premises clean and will not store any refuse, trash or hazardousmaterials in the Leased Premises or in or around the Building of which theLeased Premises form a part.

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Other Provisions

29.Lessor shall have the followingright exercisable without notice and without liability to Lessee: To assess andbill Lessee separately for any excess trash and garbage collected at the Complexduring the lease term**Rights and Remedies Reserved toLessor**
30. All rights and remedies ofLessor herein enumerated shall be cumulative and none shall exclude any otherright or remedy allowed by law.

A) If any voluntary or involuntarypetition or similar pleading under any section or sections of any bankruptcy actshall be filed by or against Lessee, or any voluntary or involuntary proceedingsin any court shall be instituted to declare Lessee insolvent or unable to payLessee's debts, or Lessee makes an assignment for the benefit of its creditors,or a trustee or receiver is appointed for Lessor or for the major part ofLessee's property, then and in any such event Lessor may, if Lessor so elects,but not otherwise, and with or without notice of such election and with orwithout entry or other action by Lessor, forthwith terminate this lease, andnotwithstanding any other provisions of this lease, Lessor shall forthwith uponsuch termination be entitled to recover damages in an amount equal to the thenpresent value of the rent specified in Paragraphs 3 and 4 of this lease for theresidue of the stated term hereof, less the fair rental income of the premisesreceived by Lessor for the residue of the stated term.

B) If Lessee defaults in theprompt payment of rent and such default shall continue for three (3) days afterthe same be due and payable; or in the performance or observance of any otherprovision of this lease and such other default shall continue for seven (7)days, after notice thereof shall have been given to Lessee; or if the leaseholdinterest of Lessee be levied upon under execution or attached by process of law;or if Lessee abandons the Leased Premises; then and in any such event Lessor, ifit so elects forthwith, or any time thereafter while such default continues,either may terminate Lessee's right to possession without terminating thislease, or may terminate this lease.

C) Upon any termination of thislease, whether by lapse of time or otherwise; or upon any termination of theLessee's right to possession without termination of the lease; the Lessee shallsurrender possession and vacate the Leased Premises immediately and deliverpossession thereof to the Lessor.

D) Lessee shall be deemed to haveabandoned the Leased Premises if rent is not currently paid and Lessee is absentfrom the premises for a period of fifteen (15) days. If the Lessee abandons theLeased Premises or otherwise entitles the Lessor so to elect, and if the Lessorelects to terminate the Lessee's right to possession only, without terminatingthe lease, the Lessor may, at the Lessor's option, enter into the LeasedPremises, remove the Lessee's signs and other evidences of tenancy, and take andhold possession thereof as provided in Paragraph 30© without such entry andpossession terminating the lease or releasing the Lessee, in whole or in part,from the Lessee's obligation to pay the rent hereunder for the full term. Uponand after entry into possession without termination of the lease, the Lessor mayrelet the Leased Premises or any part thereof for the account of the Lessee toany person, firm or corporation other than the Lessee for such rent, for suchtime, and upon such terms as the Lessor in the Lessor's sole discretion shalldetermine. In any such case, the Lessor may make repairs in or to the LeasedPremises, and redecorate the same to extent deemed by the Lessor necessary ordesirable, and the Lessee shall, upon demand, pay the cost thereof together withthe Lessor's expenses of the reletting. If the consideration collected by theLessor upon any such reletting for the Lessee's account is not sufficient to paythe full amount of unpaid rent reserved in this lease, together with the costsof repairs, alterations, additions, redecorating, and the Lessor's expenses, theLessee shall pay to the Lessor the amount of each deficiency upon demand.

E) Lessee shall pay all Lessor'scosts, charges and expenses, including the fees of counsel, agents and othersretained by Lessor, incurred in enforcing Lessee's obligations hereunder orincurred by Lessor in any litigation, negotiation, bankruptcy or insolvencyproceeding or transaction including those in which Lessee causes Lessor, withoutLessor's fault, to become involved or concerned.

F) If Lessee violates any of theterms and provisions of this lease, or defaults in any of its obligationshereunder, other than the payment of rent or other sums payable hereunder, suchviolation may be restrained or such obligation enforced by injunction.

G) Lessee agrees that it willpromptly pay said rent at the times above stated; that, if any part of the rentremains due and unpaid for seven (7) days next after the same shall become dueand payable, Lessor shall have the option of declaring the balance of the entirerental term of this lease to be immediately due and payable, and Lessor may thenproceed to collect all of the unpaid rent called for by this lease by distressor otherwise.
**Liens**
31. Lessee agrees that Lessee willpay all liens of contractors, subcontractors, mechanics, laborers, material men,and other liens of like character, and will indemnify Lessor against all legalcosts and charges, bond premiums for release of liens, including reasonableattorney's fees reasonably incurred (whether litigation is necessary or not) indischarging the Leased Premises or any part thereof from any liens, judgments,or encumbrance caused or suffered by Lessee. It is understood and agreed betweenthe parties hereto that the cost and charges above referred to shall beconsidered as additional rent. The foregoing shall not be deemed to authorizeany repairs, alterations, additions or improvements by Lessee.

A) The Lessee herein shall nothave any authority to create any liens for labor or material on the Lessor'sinterest in the above described property, and all persons contracting with theLessee for the erection, installation, alteration, or repair of improvements onor to the above described premises, and all material men, contractors, mechanicsand laborers are hereby charged with notice that they must look to the Lesseeand to the Lessee's interest only in the above described property to secure thepayment of any bill for work done or material furnished during the rental periodcreated by this lease.
**Estoppel Certificate**
32. Lessee and Lessor, uponrequest, one from the other, shall give or exchange with, one with the other,estoppel certificates which shall confirm to others that the lease is in fullforce and effect, that neither party is in default and/or such other informationregarding the lease as may be reasonable appropriate and factual.
**Validity**
33. It is understood and agreedthat in the event any provision of this lease shall be adjudged, decreed, heldor ruled to be invalid, such portion shall be deemed severable, and it shall notinvalidate or impair the agreement as a whole or any other provision of theagreement.
**Successors and Assigns**
34. This lease and all provisions,covenants and conditions thereof shall be binding upon and inure to the benefitof the heirs, legal representatives, and successors, and assigns of the partieshereto, except that no person, firm, corporation nor court officer holding underor through Lessee in violation of any of the terms, provisions or conditions ofthis lease, shall have any right, interest or equity in or to this lease, theterms of this lease or the premises covered by this lease.
**Relocation**
35. Lessor reserves the right torelocate the Lessee to substantially identical space within the Building or theComplex in which the Leased Premises are a part; all reasonable relocation costsincurred by Lessee shall be reimbursed by the Lessor.
**Options to Renew**
36. Lessee shall have the rightwith 60 days written notice to Lessor, to renew this lease for three additionalone year periods. With each renewal, the rent for the space will increase by 3%over the previous year.
**Corporate Execution**
37. Only the authorized officersor representatives may sign on behalf of a corporation.
**Entire Agreement**
38. This lease document and theaddenda attached hereto constitute the entire agreement between the parties andsupersedes all prior agreements. No waiver, modifications, additions or addendato this lease agreement shall be valid unless in writing and signed by both theLessor and the Lessee. The addenda listed here are a part of this leaseagreement.

Exhibit A--Leased PremisesExhibit B--Rent Schedule

IN WITNESS WHEREOF, Lessor andLessee have hereunto executed this lease as of the day and year first abovewritten.
                                                                  		                                                                  		
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Lessor   
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Date   
 Witness
 

 

**PERSONAL LEASEGUARANTEE**
For valuableconsideration hereby acknowledged, the undersigned herewith guarantee(s)performance by Signature Leisure, Inc., Lake Mary, FL of that certain leasedated October 21, 2004 concerning the premises commonly known as 3,600 squarefeet within the building located at 100 Candace Drive, Maitland, Florida by andbetween Signature Leisure, Inc. (SI), and the John Price Trust, Kelly Price,trustee (Trust).

The undersigned is(are) aware that Trust is relying on said guarantee and would not have enteredinto the lease agreement without it.

The guaranteeshall remain in effect throughout the lease term or any extension thereof.

In the event of anact of default by SI, Trust shall give the undersigned written notice of thebreach, and the undersigned shall cure said breach within ten days of receipt ofthe notice. Notice may be given by facsimile and the facsimile copy of theoriginal notice shall have the same force and effect as the original document.For purpose of this guarantee, all notices addressed to the undersigned shall beaddressed as follows:

Signature Leisure,Inc

100 Candace Drive

Maitland, FL

In the eventlitigation is initiated in reference to this guarantee, the prevailing party, inaddition to any other relief shall be entitled to their reasonable attorney'sfees and costs.

Executed at Maitland,Florida this _____ day of ______________, 200__.

Agreed:

Name Date

 

Witnessed:

Name Date