Exhibit 10.37


 


OFFICE LEASE


 


This
Lease Agreement is made as of February 1, 2003 (the “Lease Date”) by and
between the Landlord and the Tenant named below (“Agreement”).


 


ARTICLE 1 - BASIC LEASE
TERMS


 


For
the purposes of this Lease, the following terms shall have the meanings set
forth below:


 


1.1          Landlord.  Ninth City Land
Owners, a Florida general partnership.


 


1.2          Tenant.  USCC Florida Acquisition Corp., a Delaware
corporation.


 


1.3          Building.  The Building known as Florida Cancer Center,
3599 University Blvd South Suite 1500, Jacksonville, FL 32216 located on
the tract of land (the “Land”) described in Exhibit “A” hereto.  The Building and the Land and any other
improvements from time to time on said Land are collectively referred to herein
as the “Property.”


 


1.4          Leased Premises.  The entire building located at above address.


 


1.5          Lease Term.  The Lease Term of the Agreement shall
commence on February 1, 2003 and continue for a period of five years,
ending on February 1, 2008.  The
Agreement shall automatically renew for an additional lease term of five years
(“Renewal Term”), unless terminated by the Tenant by giving written notice at
least 90 days prior to the expiration of the Lease Term.


 


1.6          Commencement Date.  The “Commencement Date” shall be February 1,
2003.


 


1.7          Base Rent.  Base rent is:


 


Phase
I monthly rent equal to $1.50 per square ft. or

Total Base Rent of $5500 monthly plus applicable Florida Sales Tax.


 


In
Addition, the Base Rent may be increased annually after the first anniversary
of the Lease Term equal to the annual published Consumer Price Index (“CPI”),
not to exceed fair market value of comparable property..


 


All
rent is due and payable on the 1st day of the month.  Landlord may assess a late fee of 1% monthly
on amounts due for failure to pay by the 5th day of the month.


 


1.8          Security Deposit.  There shall be no security deposit.


 


1.9          Addresses.  Tenant’s address is: 610 Newport Center
Drive, Suite 350, Newport Beach, California, 92660.  Landlord’s address is 3599 University
Boulevard, Suite 1000, Jacksonville, Florida 32216.


 

















 


1.10        Permitted Use.  Medical offices in which radiation oncology
equipment is operated, or in which radiation oncology services are provided.


 


1.11        Common Areas.  All areas situated on or in the Property
which are for use by tenants of the Property in common, including parking
areas, streets, driveways, aisles, sidewalks, curbs, delivery passages, loading
areas, lighting facilities, and all other areas situated on or in the Property
which are designed for common use.


 


1.12        Rent Commencement Date.  The Rent Commencement Date shall be
February 1, 2003.


 


ARTICLE 2 - GRANTING CLAUSE
AND RENT PROVISIONS


 


2.1          Grant of Premises.  Landlord hereby leases the Leased Premises to
Tenant during the Lease Term, subject to the provisions of this Agreement.


 


2.2          Rent.  Tenant agrees to pay the Rent to Landlord on
the first day of each month during the term of this Agreement, without demand,
offset or reduction, except as otherwise set forth herein.  All Rent for any partial period shall be
prorated.


 


ARTICLE 3 - OCCUPANCY AND
USE


 


3.1          Use.  The Leased Premises shall be used and
occupied only for the purposes as set forth in action 1.10.


 


3.2          Entry.  Landlord or its authorized agents shall,
after at least 24 hours prior written notice to Tenant, have the right to enter
the Leased Premises (except for vaults and other secured areas) to perform
repairs, to show the Leased Premises to potential purchasers or lenders and,
during the last nine (9) months of the term, to potential tenants, but in
exercising such rights, Landlord shall not interfere with or impair Tenant’s
use and enjoyment of the Leased Premises.


 


3.3          Compliance with Laws, Rules and Regulations.  Landlord, at its sole cost and expense, shall
comply with all laws and other legal requirements of state, federal, municipal
or other agencies or bodies having jurisdiction over the use, operation,
condition or occupancy of the Property, including the Leased Premises,
including but not limited to those concerning environmental, health and safety
matters, and access and facilities for handicapped or disabled persons
(collectively, the “Laws”); provided that Tenant shall procure at its own
expense all permits and licenses (not including, however, certificates of
occupancy) required for the transaction of its business in the Leased Premises
and shall comply with all Laws, regulations and orders related thereto.  Without limiting the generality of the
foregoing, Landlord shall at its own expense comply with any Laws, ordinances,
orders and other governmental requirements concerning asbestos (or its removal
or containment) on the Property or in the Building (including the Leased
Premises.) Tenant will comply with the rules and regulations of the
Property adopted by Landlord, as amended, but the rules and regulations
shall not materially impair Tenant’s rights under this Agreement or interfere
with Tenant’s use of the Leased Premises. 
Landlord covenants to enforce the rules and regulations in a fair
and equitable manner as to all tenants of the Property.


 


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ARTICLE 4 - UTILITIES AND
SERVICES


 


4.1          Building Services.


 


(a)           Landlord shall provide all utilities and services for
normal office uses, including hot and cold water, a tenant directory,
electricity for normal office equipment, central heating and air conditioning,
gas, sewer service, replacement of light bulbs in the Leased Premises and
Common Areas, trash removal service, janitorial service (including daily
cleaning service and periodic window cleaning), landscaping and such other
services and utilities as are customarily provided by landlords in medical
buildings in the locality of the Building. 
The parties specifically agree that Tenant will be operating radiation
oncology, and radiation oncology related, equipment on the premises, and such
use shall be considered to be “normal office use.”  Landlord shall furnish central heating and
air conditioning in season (on business days from 7:00 a.m. to 7:00 p.m.)
at temperatures and in amounts as are generally provided in medical buildings
in the locality of the Building or in compliance with any governmental
regulations, whichever is greater. 
Service for central heating and air conditioning at times other than as
above provided shall be furnished upon not less than twenty-four (24) hours
advance notice from Tenant, and Landlord shall be entitled to charge Tenant the
cost incurred by Landlord in providing such overtime service, including
reasonable charges for overhead and supervision in connection therewith, and if
more than one tenant has requested or is furnished such overtime service for
all or some of the same hours, the charge therefor will be prorated, based upon
the number of tenants requesting and/or availing themselves of said overtime
service concurrently.  Landlord shall
also provide routine maintenance, painting and electric lighting service for
all public areas and special service areas of the Property in the manner and to
the extent generally provided in medical office buildings comparable to the
Building in the locality where the Building is located.  Landlord may, in its sole discretion, provide
additional services not enumerated herein.


 


(b)           If and so long as an interruption of a service or utility
not due to a fire or other casualty or any act, neglect, fault or omission of
any duty by Tenant, its agents, servants, employees or invitees, continues and
shall interfere with the conduct of Tenant’s business for more than five (5) business
days after notice of such interruption shall have been given to Landlord, the
base rent to be paid hereunder shall be abated, to such an extent as is fair
and reasonable under the circumstances, based on the degree of interference,
from the date of such interruption until such service or utility shall be
restored, and if such an interruption of a service or utility shall be so
complete as to significantly interfere with the conduct of Tenant’s business
therefrom for more than one (1) month after Landlord first receives notice
of such interruption, then Tenant shall have the right to terminate this Lease
by giving written notice thereof to Landlord at any time thereafter before such
service or utility is restored.  Such
termination shall be effective as of the date which Tenant shall specify in
said notice, but not more than sixty (60) days after the date upon which said
notice of termination is given.


 


(c)           In addition to the right to abate rent as set forth above,
if such interruption continues for more than five (5) days after notice of
such interruption has been given to Landlord, Tenant shall have the right,
after giving Landlord notice thereof, to attempt to repair the interruption,
without liability to Landlord (except for Tenant’s negligence), and Tenant may
offset against rent due under this Agreement the reasonable cost of such
repairs.


 


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4.2          Theft or Burglary.  Landlord shall not be liable to Tenant for
losses to Tenant’s property or personal injury caused by criminal acts or entry
by any person into the Leased Premises or the Property, except to the extent of
Landlord’s negligence, willful misconduct or breach of this Agreement.


 


4.3          Common Areas.  Tenant and its agents, employees, customers
and invitees shall have the right in common with others to use the Common
Areas.  Landlord shall not make any
alteration or change to the Common Areas that would adversely affect Tenant or
its business.


 


ARTICLE 5 - REPAIRS AND
MAINTENANCE


 


5.1          Landlord Repairs.  Landlord shall maintain the Property in good order
and condition and perform all necessary repairs and replacements in and to the
Property, interior and exterior, structural and non-structural, ordinary and
extraordinary and unforeseen and foreseen (except for (i) non-structural
repairs in or to the Leased Premises that are expressly not Landlord’s
responsibility under this Section 5.1, and (ii) repairs necessitated
by Tenant or Tenant’s agents, employees or visitors).


 


5.2          Tenant Repairs.  Tenant, at its own cost and expense, shall
maintain the Leased Premises in a good condition (except for those items that
are the responsibility of Landlord under Section 5.1), and Tenant shall
repair or replace any damage or injury to all or any part of the Leased
Premises and/or the Property, caused by any act or omission of Tenant or Tenant’s
agents, employees, invitees, licensees or visitors.


 


5.3          Request for Repairs.  All requests for repairs or maintenance that
are the responsibility of Landlord pursuant to any provision of this Lease must
be made in writing to Landlord.


 


ARTICLE 6 - ALTERATIONS AND
IMPROVEMENTS


 


If
any construction of Tenant improvements is necessary for the initial occupancy
of the Leased Premises, such construction shall be accomplished and the cost of
such construction shall be borne by Tenant in accordance with a separate
written “Leasehold Improvements Agreement” executed by Landlord and
Tenant.  Tenant accepts the Leased
Premises as being in good and satisfactory condition, except for latent
defects.  Tenant shall not make or allow
to be made any alterations, physical additions or improvements (“alterations”)
in or to the Leased Premises without first obtaining the written consent of
Landlord, except that Tenant may, without obtaining Landlord’s consent, make
alterations or improvements (a) if the alterations or improvements do not
adversely affect the structural elements or mechanical systems of the Building,
do not exceed $15,000.00 in cost (excluding the cost of equipment, machinery or
other items installed by Tenant) for any calendar year and do not violate
applicable Laws or (b) if the alterations or improvements are required by
Law.


 


ARTICLE 7 - CASUALTY AND
INSURANCE


 


7.1          Substantial Destruction.  If (i) the Leased Premises or the
Building should be destroyed by fire or other casualty, or (ii) the Leased
Premises or the Building should be damaged so that rebuilding cannot reasonably
be completed substantially within ninety (90) days 


 


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after Landlord’s receipt of written notification by
Tenant of the destruction, or (iii) the Building shall be so damaged as to
render it unsuitable for use as a medical office building comparable to the use
to which the Building was being put prior to the casualty and such damage
cannot be repaired and the Building restored to such use within ninety (90)
days from the date of the casualty, then, at Tenant’s option, this Lease may be
terminated and, in such event, the rent shall be abated for the unexpired
portion of the Agreement, effective as of the date of the destruction or
damage.


 


7.2          Partial Destruction.  If following damage or destruction to the
Leased Premises or Building by fire or other casualty, this Agreement is not
terminated pursuant to Section 7.1 hereof, Landlord shall proceed with
reasonable diligence to rebuild or repair the Building, Leased Premises and
other improvements to substantially the same conditions in which they existed
prior to the damage.  If Tenant’s use of
the Leased Premises or the conduct of its business is impaired due to the
damage, whether or not the Leased Premises are themselves damaged, the rent
payable under this Lease during the period of impairment shall be equitably
reduced based on the degree to which Tenant’s use and enjoyment of the Leased
Premises are impaired.  Landlord’s
obligation to rebuild or restore under this Section shall be limited to
restoring the Leased Premises and Building to substantially the condition in
which the same existed prior to the casualty, exclusive of improvements for
which Tenant is responsible under the terms of this Lease, and Tenant shall,
promptly after the completion of such work by Landlord, proceed with reasonable
diligence and at Tenant’s sole cost and expense to restore those improvements
for which Tenant is responsible under the Lease to substantially the condition
in which the same existed prior to the casualty and to otherwise make the
Leased Premises suitable for Tenant’s use. 
If this Lease is not terminated pursuant to Section 7.1 above, and
if Landlord fails to substantially complete the necessary repairs or rebuilding
within ninety (90) days from the date of Landlord’s receipt of written
notification by Tenant of the destruction, Tenant may at its option terminate
this Lease by delivering written notice of termination to Landlord, whereupon
all rights and obligations under this Lease shall cease.


 


7.3          Property Insurance.  Landlord shall at all times during the term
of this Lease insure the Property against risk of physical loss under standard
fire and extended coverage policies of insurance in an amount at least equal to
the full replacement cost of the Building. 
Landlord shall not be obligated to insure any personal property of
Tenant upon or within the Leased Premises, any fixtures installed or paid for
by Tenant upon or within the Leased Premises, or any improvements which Tenant
may construct on the Leased Premises. 
Tenant shall have no right in or claim to the proceeds of any policy of
insurance maintained by Landlord.  Tenant
at all times during the term of this Lease shall, at its own expense, keep in
full force and effect such insurance on its property against fire and such
other risks as Tenant deems appropriate, using “blanket” insurance coverage if
it so desires.


 


7.4          Waiver of Subrogation.  Anything in this Agreement to the contrary
notwithstanding, Landlord and Tenant hereby waive and release each other of and
from any and all right of recovery, claim, action or cause of action, against
each other, their agents, officers and employees, for any loss or damage that may
occur to the Leased Premises, improvements to the Property, or personal
property within the Property, by reason of fire or the elements, regardless of
cause or origin, including negligence of Landlord or Tenant and their agents,
officers and employees.  Landlord and
Tenant agree immediately to give their respective 


 


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insurance companies written notice of the terms of
the mutual waivers contained in this Section, and to have the insurance
policies properly endorsed, if necessary, to prevent the invalidation of the
insurance coverages by reason of the mutual waivers.


 


7.5          Hold Harmless.  Tenant hereby indemnifies and agrees to hold
Landlord harmless from and against all liability, damages, costs and expenses
from causes of action, suits, claims, demands and judgments of any nature
whatsoever caused by the use and occupancy of the Premises by Tenant, its
invitees, officers or agents, except to the extent caused by the negligence or
willful misconduct of Landlord, its agents or employees, or Landlord’s breach
of this Lease.  Landlord hereby
indemnifies and agrees to hold Tenant harmless from and against all liability,
damages, costs and expenses from causes of action, suits, claims, demands and
judgments of any nature whatsoever caused by the negligence or willful
misconduct of Landlord, its agents or employees, or Landlord’s breach of this
Agreement.


 


7.6          Liability Insurance.  Landlord and Tenant at all times during the
Lease Term shall each, at its own expense, keep in full force and effect
comprehensive general liability insurance with “personal injury” coverage, with
minimum limits of $1,000,000.00 on account of bodily injuries to, or death of,
one more than one person as the result of any one accident or occurrence and
$500,000.00 on account of damage to property. 
All insurance policies or duly executed certificates for the same
required to be carried by Tenant under this Lease, together with satisfactory
evidence of the payment of the premium thereof, shall be deposited with
Landlord on the date Tenant first occupies the Leased Premises and upon
renewals of such policies not less than fifteen (15) days prior to the
expiration of the term of such coverage. 
All insurance required to be carried by Tenant or Landlord under this
Lease shall be in form and content, and written by insurers acceptable to the
other party in its reasonable discretion. 
If either Landlord or Tenant shall fail to comply with any of the
requirements contained in this Agreement relating to insurance, the other party
may obtain such insurance and the non-complying party shall pay to the other
party, on demand, the premium cost thereof.


 


ARTICLE 8 - CONDEMNATION


 


8.1          Substantial Taking.  If (i) all of the Property or Leased
Premises is taken for any public or quasi-public use under any governmental
law, ordinance or regulation, or by right of eminent domain or by purchase in
lieu thereof (a “taking”), or (ii) in the reasonable determination of
Tenant a taking of the Leased Premises or other portion of the Property
(including parking areas) occurs which would prevent or materially interfere
for more than ninety (90) days with the use of the Leased Premises for the
purposes for which they are then being used, this Agreement shall, at the option
of Tenant, terminate, and the rent shall be abated during the unexpired portion
of this Agreement effective on the date physical possession taken by the
condemning authority.


 


8.2          Partial Taking.  If this Agreement is not terminated as
provided in Section 8.1 above, Landlord shall restore and reconstruct the
Property, Leased Premises and other improvements on the Leased Premises, to the
greatest degree practicable, to the condition existing prior to the
taking.  The rent payable under this
Lease during the unexpired portion of the term shall be reduced by a percentage
equal to the percentage of the Leased Premises that are untenantable following
such taking; provided, however, that if the taking affects a portion of the 


 


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Leased Premises in a way that substantially impairs
the ability of Tenant to provide medical services to the general public from
the Leased Premises, then the Tenant shall at its option be entitled to
terminate this Lease whereupon all rights and obligations under this Agreement
shall terminate.


 


8.3          Condemnation Proceeds.  All compensation awarded for any taking (or
the proceeds of private sale in lieu thereof), whether for the whole or a part
of the Leased Premises, shall be the property of Landlord (whether such award
is compensation for damages to Landlord’s or Tenant’s interest in the Leased
Premises), and Tenant hereby assigns all of its interest in any such award to
Landlord; provided, however, Landlord shall have no interest in any award made
to Tenant for loss of business or for taking of Tenant’s fixtures and other
property within the Leased Premises if a separate award for such items is made
to Tenant


 


ARTICLE 9 - ASSIGNMENT OR
SUBLEASE


 


9.1          Assignment; Sublease.


 


(a)           Tenant shall not assign this Agreement or sublease the
Lease Premises without the prior written consent of Landlord, which shall not
be unreasonably withheld.  If Landlord
does not notify Tenant in writing of Landlord’s objection to a proposed
assignment of the Lease or a proposed sublease within five (5) business
days after Tenant’s written notice to Landlord of its intent to assign the
Lease or sublease the Leased Premises, Tenant may assume Landlord approves the
proposed sublease or assignment, as applicable.


 


(b)           Tenant agrees to subordinate its interest under this
Agreement to any mortgage or deed of trust lien hereafter placed on the
Property.


 


9.2          Landlord Assignment.  Landlord shall have the right to sell,
transfer or assign, in whole or in part, its rights and obligations under this
Lease and in the Property.  No such sale,
transfer or assignment shall release Landlord from any liabilities under this
Agreement


 


9.3          Estoppel Certificates.  Each party agrees to furnish, from time to
time, within ten (10) days after receipt of a request from the other, an
estoppel statement certifying such matters regarding this Agreement as may be
reasonably required by the other.


 


ARTICLE 10 - LIENS


 


Landlord
hereby waives and releases any lien, statutory, constitutional or otherwise, on
any property of Tenant.


 


ARTICLE 11 - DEFAULT AND
REMEDIES


 


11.1        Default by Tenant.  The following shall be deemed to be events of
default by Tenant under this Agreement:  (1) Tenant
shall fail to pay any installment of rent or any other payment required
pursuant to this Lease and such default is not cured within five (5) days
after receipt by Tenant of written notice thereof from Landlord; (2) Tenant
or any guarantor of Tenant’s obligations hereunder shall file a petition or be
adjudged bankrupt or insolvent under any applicable federal or state bankruptcy
or insolvency law or admit that it cannot meet its 


 


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financial obligations as they become due, or a
receiver or trustee shall be appointed for all or substantially all of the
assets of Tenant or any guarantor of Tenant’s obligations hereunder, and the
same shall not be lifted or stayed within ninety (90) days thereafter; (3) Tenant
or any guarantor of Tenant’s obligations hereunder shall make a transfer in
fraud of creditors or shall make an assignment for the benefit of creditors; or
(4) Tenant shall be in default of any other term, provision or covenant of
this Lease, other than those specified in subparts (1) through (3) above,
and such default is not cured within fifteen (15) days after receipt of written
notice thereof from Landlord, provided that it shall not be an event of default
if, as to defaults not reasonably capable of being cured within such fifteen
(15) days, Tenant is diligently and continuously (subject to force majeure)
prosecuting a cure of such default beyond such fifteen (15) day cure period.


 


11.2        Remedies for Tenant’s Default.  Upon the occurrence of any event of default
set forth in this Agreement, Landlord shall have the option to pursue any one
or more of the remedies set forth in this Section 11.2 without any
additional notice or demand:


 


(1) 
Without declaring the Agreement terminated, Landlord may enter upon and take
possession of the Leased Premises, after using judicial process, and not by
picking, disabling or changing locks, and expel or remove Tenant and any other
person who may be occupying all or any part of the Leased Premises and relet
the Leased Premises on behalf of Tenant and receive the rent directly by reason
of the reletting.


 


(2) 
Without declaring the Agreement terminated, Landlord may enter upon the Leased
Premises, after using judicial process, and not by picking, disabling or
changing locks, and do whatever Tenant is obligated to do under the terms of
this Lease.  Tenant agrees to reimburse
Landlord on demand for any expenses which Landlord may incur in effecting
compliance with Tenant’s obligations under this Lease.


 


(3) 
Landlord may terminate this Agreement, in which event Tenant shall immediately
surrender the Leased Premises to Landlord, and if Tenant fails to surrender the
Leased Premises, Landlord may, without prejudice to any other remedy which it
may have for possession or arrearage in rent, enter upon and take possession of
the Leased Premises, after using judicial process, and not by picking,
disabling or changing locks, and expel or remove Tenant and any other person
who may be occupying all or any part of the Leased Premises.  Tenant agrees to pay on demand the present
value of the amount of all loss and damage which Landlord may suffer for any
reason due to the termination of this Lease under this Section, including
(without limitation) loss and damage due to the failure of Tenant to maintain
and/or repair the Leased Premises as required hereunder and/or due to the
inability of Landlord to relet the Leased Premises on satisfactory terms or
otherwise.


 


11.3        Remedies Cumulative.  All rights and remedies of Landlord and
Tenant, respectively, herein or existing at law or in equity are cumulative and
the exercise of one or more rights or remedies shall not be taken to exclude or
waive the right to the exercise of any other.


 


11.4        Default by Landlord.  Unless otherwise provided herein, if Landlord
defaults in the performance of any term, covenant or condition required to be
performed by Landlord under 


 


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this Agreement, Landlord shall have thirty (30) days
following the receipt of written notice from Tenant specifying such default to
cure such default.


 


11.5        Tenant’s Remedies.  If Landlord shall default in the performance
of its obligations hereunder and such default shall continue following the
expiration of applicable cure periods expressly provided for in the preceding
Section, Tenant may exercise one or more of the following remedies:


 


(a)           Perform Landlord’s obligations hereunder, and offset the
reasonable costs and expenses incurred by Tenant in doing so against rentals
thereafter coming due hereunder;


 


(b)           Sue Landlord for damages suffered by Tenant as a
consequence of Landlord’s default; and


 


(c)           Notwithstanding any other provisions of this Lease, if
Landlord’s defaults(s) shall render all or any portion of the Leased
Premises or the Property untenantable for those uses customarily associated
with a medical practice for more than sixty (60) days, Tenant shall be entitled
a fair and reasonable rental abatement during the time that all or a portion of
the Leased Premises are so rendered unsuitable, or Tenant may terminate this
Lease and Tenant shall have no further obligation or liability hereunder.


 


11.6        Mitigation.  If there is a default or event of default by
one party, the other party shall use reasonable commercial efforts to mitigate
its damages.


 


ARTICLE 12 - SIGNS


 


12.1        Signs.  Tenant may, with Landlord’s prior written
consent, install, repair, maintain and replace such signs as it desires on the
Building or Property, so long as it complies with applicable Laws.


 


ARTICLE 13 - MISCELLANEOUS


 


13.1        Act of God.  Neither party shall be required to perform any
covenant or obligation in this Lease, or be liable in damages to the other
party, so long as the performance or non-performance of the covenant or
obligation is delayed, caused or prevented by an act of God, by force majeure
or by the other party (“force majeure”); provided however, that the foregoing
shall not apply to or excuse the payment of rent or any other sum of money
owing under this Lease.  An “act of God”
or “force majeure” is defined for purposes of this Lease as strikes, lockouts,
sitdowns, material or labor restrictions by any governmental authority, unusual
transportation delays, riots, floods, washouts, explosions, earthquakes, fire,
storms, weather (including wet grounds or inclement weather which prevents
construction), acts of the public enemy, wars, insurrections, and/or any other
cause not reasonably within the control of Landlord or Tenant, as the case may
be, or which by the exercise of due diligence Landlord or Tenant, as the case
may be, is unable wholly or in part, to prevent or overcome.


 


13.2        Attorney’s Fees.  If any action is brought by either Landlord
or Tenant against the other relative to the enforcement of the terms,
provisions covenants and conditions of this Lease or in regard to any other
matter relating to this Agreement, the party in whose favor final 


 


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judgment shall be entered shall be entitled to
recover court costs incurred and reasonable attorney’s fees, including fees
incurred at trial, in bankruptcy, or on appeal.


 


13.3        Successors.  This Agreement shall be binding upon and
inure to the benefit of Landlord and Tenant and their respective heirs,
personal representatives, successors and assigns.


 


13.4        Notices.  Any notice under this Agreement shall be
deemed to be delivered (whether or not actually received) three days after it
is deposited in the United States Mail, postage prepaid, certified mail, return
receipt required, addressed to the parties at the respective addresses set
forth herein, or to such other addresses as the parties may have designated by
written notice to each other, with copies of notices to Landlord being sent to
Landlord’s address as shown herein.


 


13.5        Exhibits.  All Exhibits referred to in this Agreement
are attached hereto and incorporated herein by this reference.


 


13.6        Reasonable Actions.  Each party shall act reasonably and promptly
in connection with giving or withholding any consent, approval or similar
action under this Agreement.


 


13.7        Interpretation.  Whenever used in this Agreement, the word “including”
(and variations thereof) shall mean “including but not limited to.” The parties
have negotiated the terms of this Agreement. 
The parties intend this Lease to be interpreted according to the fair
meaning of its provisions and not against the party who is alleged to have
drafted it or any particular portion of it.


 


13.8        Holdover.  If Tenant does not vacate the Property upon
the expiration or earlier termination of this Lease and Landlord thereafter
accepts rent from Tenant, Tenant’s occupancy of the Property shall be a “month-to-month”
tenancy, subject to all of the terms of this Lease applicable to a
month-to-month tenancy, except that the Base Rent then in effect shall be
increased by ten percent (10%).


 


13.9        Surrender.  At the end of the Lease Term, Tenant shall
surrender the Leased Premises to Landlord in good condition and repair, subject
to Articles 7 and 8 (regarding casualty and condemnation) rid to reasonable
wear and tear.  Tenant shall have the
right at any time to remove any and all of the trade fixtures and personal
property placed or installed by Tenant on the Property, but Tenant shall repair
any damage caused by the removal.


 


13.10      Quiet Enjoyment.  If Tenant pays the rent and complies with all
other terms of this Agreement, Landlord warrants and covenants Tenant may
occupy and enjoy the Leased Premises for the full Lease Term, subject to the
provisions of this Lease.


 


This
Agreement is executed by Landlord and Tenant on the respective dates set forth
below (the date of signature of the last to sign of the parties hereto is the
date of execution of this Lease), but for purposes of identification and
reference, the date of this Lease shall be deemed to be the date first set
forth on page 1 of this Lease.


 


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  WITNESSES:

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USCC
  FLORIDA ACQUISITION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Rick Baker

  
	
  Print
  Name:

  	
   

  	
   

  	
  Name:
  Rick Baker

  
	
   

  	
   

  	
  Title
  CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Executed
  On:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
  /s/

  	
   

  	
  Jamie
  Hodges

  	
   

  	
  9th CITY LANDOWNERS

  
	
  Print
  Name:

  	
   

  	
   

  	
  Jamie
  Hodges

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
     /s/
  Laura A. Elsner

  	
   

  	
  By:

  	
  /s/ Shyam B. Paryani

  
	
  Print
  Name:

  	
  Laura A. Elsner

  	
   

  	
  Name:

  	
   Shyam B.
  Paryani

  
	
   

  	
   

  	
  Title:

  	
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Executed
  On:

  	
  1/22/03

  
												



 


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LIST OF EXHIBITS


 


EXHIBIT “A” Legal Description of Property


 


EXHIBIT “B” Floor Plan of Leased Premises


 


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EXHIBIT “A”


 


Legal Description of the Land


 


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EXHIBIT “B”


 


Floor Plan of Leased Premises


 


14