exv10w10






Exhibit 10.10



LEASE AGREEMENT



     THIS LEASE AGREEMENT (the “Lease”) is made as of this 14th day of May, 1998,
between HGL PROPERTIES L.P. LTD., a Florida limited partnership (the “Landlord”), with its place of business at 6602 Executive Park Court North, Suite 207,
Jacksonville, Florida 32216, and ALLIANCE MORTGAGE COMPANY, a Florida corporation (the “Tenant”),
with its principal place of business at 4500 Salisbury Road, Jacksonville, Florida 32216.




W I T N E S S E T H:



     The Landlord hereby leases and rents unto the Tenant and the Tenant hereby hires and takes
from the Landlord the “Leased Premises” (as defined below), to wit:



     The building designated as the Alliance Mortgage Building, which shall contain 58,000 square
feet, as depicted on Exhibit A attached hereto (the “Leased Premises”) and located in Jacksonville,
Florida on the real property more particularly described on Exhibit B attached hereto (the
“Property”), said Property and any other building, improvements and facilities located upon the
Property. The Property is located in Cypress Point Business Park at Cypress Plaza (the “Park”).



     1. Term. Upon the terms and conditions hereof, Tenant agrees to lease and hold the
Leased Premises from Landlord and Landlord agrees to lease the Leased Premises to Tenant for
a term of 84 months beginning on the “Commencement Date” (as defined in Paragraph 5 below).



     2. Rents.



          (a) Base Rent. Beginning on February 15, 1999, Tenant shall pay the monthly base rent
set forth on the Addendum attached hereto together with any additional monthly base rent resulting
from Tenant’s exercise of Paragraph 27 hereof (the “Base Rent”). Such rent shall be paid in lawful
money of the United States monthly, in advance and without notice, set off, deduction or demand, to
Landlord at 6602 Executive Park Court North, Suite 207, Jacksonville, Florida 32216.




          (b) Additional Rent and Late Charges. Any and all amounts required to be paid
by Tenant hereunder except Base Rent and any charges or expenses
incurred by Landlord on behalf of Tenant under the terms of this Lease shall be deemed to be
additional rent payable as rent reserved hereunder (the “Additional Rent”).




          In order to defray the additional expenses involved in collecting and handling delinquent
payments, Tenant shall pay on demand in addition to any Base Rent or Additional Rent due hereunder
a late charge equal to the greater of five percent (5%) of me base monthly rent or Fifty and No/00 Dollars ($50.00) when any installment of rent is past due more than







 









 







fifteen (15) days after the due date thereof. Tenant acknowledges that this charge is made to
compensate Landlord for additional costs incurred by Landlord as a result of Tenant’s failure to
pay when due, and is not a payment for extension of the rent due date. The failure of Landlord to
insist upon the payment of late charges, whether isolated or repeated, shall not be deemed a waiver
of Landlord’s right to collect such charge for any future delinquencies.




          In the event that this Lease either commences or terminates on a day other than the first or
last day of a month, then Tenant shall pay, in advance, Base Rent for the pro rata portion of said
partial month.




          (c) Building Operating Costs. Tenant shall obtain all services for the Leased Premises
(which shall include the parking area adjacent to the building) and pay the costs directly to the
providers thereof including sewer, water, electricity, telecommunications, janitorial, waste
disposal, security, pest control and any other services it may desire for the Leased Premises (such
as food service). Tenant shall also pay the ad valorem taxes on its personal property and the
Leased Premises and the insurance provided for in paragraph 19(b) hereof. Landlord shall cooperate
with Tenant in having the ad valorem taxes on the Leased Premises assessed directly to Tenant and,
if requested by Tenant, provide at Tenant’s cost landscape and parking lot maintenance. Tenant’s
landscaping and parking lot maintenance should be performed by contractor’s selected by Landlord
and reasonably approved by Tenant. If Landlord is required to escrow ad valorem taxes with its
Lender, Tenant shall either escrow such taxes monthly or post satisfactory security with the Lender
to meet such obligation.




          (d) Park Operating Costs. The Leased Premises is located within Cypress Plaza, a park
which also includes land and buildings not owned by Landlord. There is a master property owners’
association for all of Cypress Plaza (the “Master Association”) which has the right to assess all
property owners within that park which includes the Park. Landlord as owner of the Park is
obligated to pay assessments to the Master Association. Landlord may also incur expenses to
maintain the common areas of the Park. Such costs and Landlord’s assessments for the Master
Association and Landlord expenses to maintain the Park, if any, shall be the Operating Expenses for
the Park. The Landlord shall not include any overhead expenses in the Operating Expenses for the
Park. Tenant shall pay monthly an amount equal to 17.64% of the total Operating Expenses for the
Park. During the first year of this Lease the Tenant’s monthly payment for operating expenses will
be based on the estimates included in the Addendum attached hereto. In subsequent years, Tenant’s
monthly payment for operating expenses will equal 1/12 of Tenant’s pro rata share of projected
annual operating expenses reasonably estimated by Landlord. Landlord shall furnish Tenant annually
prior to April 30 a detailed statement of the actual Operating Expenses for the previous calendar
year. If actual Operating Expenses exceed estimated operating expenses, Tenant
shall reimburse Landlord for the difference between Tenant’s estimated and actual pro
rata share within thirty (30) days after delivery of the statement. If actual Operating Expenses
are less than estimated operating expenses, Landlord shall reimburse Tenant for the difference
between Tenant’s estimated and actual pro rata share within thirty (30) days after delivery of the
statement.








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     3. Options to Renew.



     Landlord hereby grants to Tenant three (3) options to renew this Lease each for an additional
five (5) year term provided Tenant is not then in default under this Lease and Tenant gives written
notice to Landlord not less than one hundred twenty (120) days prior to the expiration of the
original or then existing renewal term of this Lease. Monthly Base Rent shall be increased for the
first year of the initial renewal term by two percent (2.0%) over the Monthly Base Rent charged
(not including abatements in rent for reason other than a permanent taking by way of condemnation
or deed in lieu thereof) in the final year of the original Term of this Lease and by two percent
(2.0%) per annum over the immediately preceding lease year for each of the second and third years
of the renewal term. The Monthly Base Rent shall be increased for the fourth and fifth years of the
initial renewal term by three percent (3.0%) per annum over the immediately preceding lease year.
Monthly Base Rent for the first year of the second and third renewal terms will be ninety percent
(90%) of the then prevailing market rate for similar properties but not more than one hundred five
percent (105%) of the immediately preceding lease year (not including abatements in rent for reason
other than a permanent taking by way of condemnation or deed in lieu thereof). The monthly Base
Rent will be increased for the second through fifth years of the renewal terms by two and one-half
(21/2 %) per annum over the immediately preceding lease year. All other terms and
conditions of this Lease will remain in full force and effect during the renewal term other than
the requirement that Landlord provide Leasehold Improvements to the Premises as of the Commencement
Date. Landlord will provide Tenant with a $l75,000 decorating allowance upon commencement of the
first renewal term.



     4. Use and Possession.



          (a) Use. It is understood that the Leased Premises are to be used for general office,
non-freestanding restaurant and commercial bank use only and no other use is permitted without the
prior written consent of Landlord, which consent shall not be unreasonably withheld. Without
qualifying the generality of the foregoing, it is specifically understood that no retail use of the
Leased Premises other than a bank and a restaurant shall be permitted except as specifically
permitted by this Lease, and no hazardous substances, toxic wastes, asbestos, or petroleum products
will be stored or brought into the Leased Premises except those necessary for the customary
maintenance of the Leased Premises provided same are used, stored and disposed of in accordance
with all applicable laws, rules, ordinances and regulations.




          (b) Possession. The Landlord agrees to use its reasonable best efforts to have the
Leased Premises (both Base Building and Leasehold Improvements) completed in accordance with the
plans and specifications to be prepared by The Stellar Group and approved by Landlord and
Tenant and ready for possession on or before January 15, 1999. If Landlord is unable to give possession of the Leased Premises on January 15, 1999 for any
reason unless the same shall directly result from Tenant’s failure to meet the schedule attached
hereto as Exhibit C or to other causes attributable solely to the Tenant or because of an event of
force majeure (as defined in Paragraph 39) and as a direct result of Landlord’s failure to give
possession Tenant is unable to complete its relocation to the Leased Premises prior to the
Commencement Date, an







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abatement of the rent to be paid hereunder, for the period of time Landlord is unable to give
possession and Tenant is unable to fully relocate, shall be allowed Tenant and the term of this
Lease shall be extended beyond the agreed expiration date by the number of days possession was
delayed. From February 1, 1999, until such time as Tenant has completed its relocation to the
Leased Premises, Landlord shall pay to Tenant a late penalty equal to $1,360 per day. The late
penalty and abatement of rent shall be the full extent of Landlord’s liability to Tenant for any
loss or damage to Tenant on account of said delay in obtaining possession of the Leased Premises.




          (c) Expiration of Term. At the expiration of the term hereof, Tenant shall deliver up
the Leased Premises in good repair and condition, ordinary wear and tear and damage resulting from
insured casualty only excepted.




     5. Acceptance of Premises and Construction of Leasehold Improvements. Landlord shall
complete the base building in accordance with the Specifications of Exhibit D attached hereto (the
“Base Building”). Landlord shall construct additional improvements (the “Leasehold Improvements”)
to the Leased Premises, in accordance with the plans and specifications to be prepared by The
Stellar Group and delivered to Landlord by Tenant, and shall deliver possession of the Leased
Premises to Tenant on or before January 15, 1999 in order that Tenant may complete its move into
the Leased Premises prior to February 1, 1999 (the “Commencement Date”). The Leased Premises shall
be delivered free of any liens which would interfere with Tenant’s use of the Property and free of
any Hazardous Substances (as hereinafter defined). The cost for the Leasehold Improvements and any
modification thereto shall be set forth in separate writings signed by Landlord and Tenant.
Landlord shall pay $996,000.00 of the cost of Leasehold Improvements including signage as described
in Paragraph 9 of this lease, but Tenant shall be responsible for costs in excess of this amount.
Upon Tenant accepting possession of the Leased Premises after construction of the Leasehold
Improvements, Tenant shall be deemed to have accepted the Leased Premises in its then “as is”
condition subject to Landlord completing as soon as practicable all punch list items.



     6. Sales and Use Tax. Any sales, use or other tax, excluding State and/or Federal
Income Taxes imposed on Landlord, now or hereafter imposed on any payments required to be made
under this Lease by the United States of America, the State, or any political subdivision thereof,
shall be paid monthly or annually as required as Additional Rent by the Tenant notwithstanding the
fact that such statute, ordinance or enactment imposing the same may endeavor to impose the tax on
the Landlord. Landlord hereby places Tenant on notice that the State of Florida currently imposes
sales tax on the Base Rent and Additional Rent due under this Lease from Tenant at the rate of six
and one half per cent (6.5%), which tax is to be paid to Landlord as and when said
payments of Base Rent and Additional Rent are made; provided in no event shall
Landlord be entitled to double reimbursement for sales or use taxes.



     7. Notices. For the purpose of notice or demand, the respective parties shall be
served in writing either by personal delivery, by guaranteed overnight delivery service or by
certified mail, return receipt requested, postage prepaid, addressed to the Landlord as shown on



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Page 1 hereof or to the Tenant at 4500 Salisbury Road, Jacksonville, Florida 32216 prior to its
occupancy of the Leased Premises. Thereafter the Tenant’s address shall be the Leased Premises.
Notice given by personal delivery or guaranteed overnight delivery shall be deemed received when
receipt is acknowledged or delivery refused by the intended recipient, or on the third (3rd)
business day following depositing of same in the U.S. Mail.




     8. Ordinances and Regulations. The Tenant, at its sole expense, hereby covenants and
agrees that its use of the Leased Premises shall comply with all the rules and regulations of the
Board of Fire Underwriters and Officers or Boards of the City, County or State having jurisdiction
over the Leased Premises, and with all ordinances, regulations and governmental authorities wherein
the Leased Premises are located. Tenant shall not engage in any activity or inactivity which would
constitute a nuisance. Tenant acknowledges that Landlord, its agents, representatives, and
governmental authorities, including, without limitation, Fire Marshals or Health Inspectors, may
inspect the Leased Premises at any reasonable time during normal business hours for compliance with
such rules and regulations and, in the event that Tenant is deemed to be in non-compliance with
this Paragraph 8 or any governmental rules, regulations or ordinances, then Tenant shall promptly
remedy such non-compliance, paying all costs, expenses, fees or fines associated therewith and, in
the event Tenant does not promptly remedy such noncompliance, then Landlord may, but is under no
obligation to, remedy the same and recover all expenses relating thereto from Tenant.



     9. Signage. The Tenant will not place any signs or other advertising matter or
materials except those included in the plans and specifications on the exterior of the Leased
Premises without the prior written consent of the Landlord. Landlord may adopt and construct
signage for the Park, in which event the costs and expenses associated therewith shall be included
in the Park Operating Costs. Landlord may include an appropriate sign for Tenant on such signage
which shall be approved by Tenant.



     10. Utilities and Maintenance.



          (a) Utilities. Tenant shall obtain and pay the cost of water, gas, electricity, fuel,
light, heat, power and all other utilities or services furnished to the Leased Premises or used by
Tenant in conjunction therewith and all charges for trash collection services or other sanitary
services rendered to the Leased Premises or used by Tenant in connection therewith. In no event
shall Landlord be liable for any interruption or failure in the supply of any such utilities to the
Leased Premises unless such interruption is due solely to the willful act or negligence of
Landlord.




          (b)
Tenant’s Obligations of Maintenance, Repair and Replacement. Subject
to the provisions of Paragraphs 14 and 19 hereof, Tenant shall, at Tenant’s sole cost and expense,
keep the Leased Premises and every part thereof in its presently existing condition excepting only
ordinary wear and tear, and in good condition and repair except as hereinafter provided with
respect to Landlord’s obligations. Tenant’s obligations shall include, without limitation, the
maintenance and repair of any doors, window casements, window panes, glazing,




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plumbing, pipes, electrical wiring and conduits, and the heating and air conditioning system
servicing the Leased Premises. Tenant shall obtain a service contract in form and substance
acceptable to Landlord for the repair and maintenance of the heating and air conditioning system
serving the Leased Premises. A duplicate copy of such contract and any amendments or renewals
thereof shall be delivered to Landlord within fifteen (15) days after Tenant first obtains such
contract, renewal or amendment. Tenant’s obligations shall further include the replacement of (1)
doors, window casements, window panes, glazing and (2) plumbing, pipes, electrical wiring and
conduits which are related to tenant improvements but not those which are part of the base
building. The cost of all repairs and replacements to the Leased Premises caused by the act,
omission or negligence of Landlord, its agents, employees or contractors, shall be at Landlord’s
sole cost and expense. If the Tenant refuses to properly carry out any maintenance or repair
required pursuant to this Paragraph 10 to the reasonable satisfaction of Landlord, Landlord may,
but shall not be obligated to, upon fifteen (15) days’ prior written notice to Tenant (except in
the case of emergency) perform such maintenance or repair without being liable for any loss or
damage that may result to Tenant’s merchandise, fixtures or other property and Tenant shall pay to
the Landlord upon demand the Landlord’s costs relating to any such maintenance or repair. The
Tenant agrees that the making of any maintenance, repair or replacement by the Landlord
pursuant to this Paragraph 10 is not a reentry or a breach of any covenant for quiet enjoyment
contained in this Lease.




          (c)
Landlord’s Obligations of Maintenance, Repair and Replacement. Subject to the
conditions set forth herein and the provisions of Paragraph 14 hereof and notwithstanding the
preceding Paragraph 10(b), Landlord shall repair and maintain only the roof, foundation and
loadbearing walls of the Leased Premises, exterior wall assemblies, exterior weather walls,
subfloor, structural columns and beams, and underground utility, sewer pipes, water lines, electric
service to the Leased Premises (but only to the extent such is not required to be maintained by a
third party), plumbing, pipes, electrical wiring and conduits which are part of the Base Building,
HVAC ductwork and replacement of air handlers and compressors, unless such maintenance and repair
are caused in part or in whole by breaking or entering or the act, omission or negligence of
Tenant, its agents, employees or contractors, in which event the maintenance, repair or replacement
shall be paid by Tenant. None of such persons shall be permitted upon the roof of the Leased
Premises or other buildings on the Property for any reason without the Landlord’s prior written
consent except in the case of an emergency or unless access is required by Tenant to repair or
maintain a system installed by Tenant or on Tenant’s behalf on the roof provided prior notice is
given to Landlord, said repair does not involve disturbing a roof penetration already made or
installing a new roof penetration and said repair can be undertaken and completed without damaging
the roof. Tenant hereby agrees to indemnify Landlord for all damages suffered by Landlord as a
result of Tenant’s use of the roof access rights granted hereby and Landlord will have no
obligations with respect to maintenance or repair of the roof if Tenant, its agents, servants,
employees or invitees enter upon the roof of the Leased Premises without prior written consent when
required by an emergency regardless of whether such entry caused or necessitated the need for such
repair or maintenance. Landlord shall not be liable for any failure to make such repairs or to
perform any maintenance unless such failure shall persist for an unreasonable time after written
notice of the need for such







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repairs or maintenance is given to Landlord by Tenant. In the event Tenant fails to notify
Landlord in accordance herewith of any defective condition actually known to Tenant which Landlord
is required to repair hereunder and if Landlord does not have actual notice of the condition,
Tenant shall be responsible to Landlord for any extraordinary costs and expenses, as well as
damages and liabilities incurred by Landlord which are proximately caused by Tenant’s failure to so
notify Landlord. Except in the case of Landlord’s negligence, there shall be no abatement of rent
and no liability of Landlord by reason of any injury to or interference with Tenant’s business
arising from the making of any repairs, alterations, or improvements in or to any portion of the
Leased Premises or the Property or in or to fixtures, appurtenances and equipment therein. Tenant
may make repairs at Landlord’s expense if Landlord fails to make any repairs required to be made by
Landlord within ten (10) days after written notice from Tenant. Except for the repair, maintenance
and replacement obligations of the Landlord relating to the foundation, load bearing walls,
exterior wall assemblies or a weather wall, sub-flooring, structural and columns and beams Landlord
shall be entitled to reimbursement for repair, maintenance and replacement made by Landlord unless
such expenses would be capitalized over a period of greater than 5 years under GAAP, this Lease
otherwise constituting a “triple net” lease as between Tenant and Landlord.




     11. Alterations. Tenant shall not make additions, alterations, changes or improvements
in or to any structural components or the exterior of the Leased Premises or which reduce the value
of the Leased Premises without the prior written consent of Landlord, which consent shall not be
unreasonably withheld. In the event that Landlord consents to such additions, alterations, changes
or improvements, then all additions, alterations, changes or improvements shall be constructed at
Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord;
provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense,
to remove any such additions, alterations, changes or improvements at the expiration or sooner
termination of this Lease, and to repair any damages to the Leased Premises caused by such removal
provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval.
Tenant hereby agrees to indemnify and defend Landlord against, and shall keep the Leased Premises,
Property and Park free from all mechanics’ liens and other such liens arising from any work
performed, material furnished, or obligations incurred by Tenant or at the direction of Tenant in
connection with the Leased Premises, and agrees to obtain the discharge of any lien which attaches
as a result of such work immediately after such lien attaches or payment for the labor or material
is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or
suppliers that Landlord is not liable for any labor or materials furnished to Tenant on credit and
no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Leased Premises,
Property or Park as a result thereof.



     12. Quiet Enjoyment. The Landlord covenants and agrees that Tenant, upon paying the
rent and performing the covenants herein required, shall and may peaceably and quietly hold and
enjoy the Leased Premises for the term aforesaid subject, nevertheless, to the terms of this Lease
and to any mortgages, leases, agreements and encumbrances to which this Lease is or may be made
subordinate. Tenant agrees to occupy and use the Leased Premises in such a manner



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so as to not disturb the quiet enjoyment of any other part of the Project or Park by the other owners
and tenants thereof.




     13. Landlord’s Right to Inspect and Enter. The Landlord shall have the right upon
twelve (12) hours’ advance notice (which may be oral and may be given to a representative of Tenant
at the Leased Premises), during normal business hours during the term of this Lease (or at any time
in the event of an emergency), to enter the Leased Premises for the purpose of examining or
inspecting same and of making such repairs or alterations therein as the Landlord shall deem
necessary, and may, at any time within six (6) months immediately preceding the expiration of the
specified term show the Leased Premises to others for the purpose of rental or at any time show the
Leased Premises, Property and Park to a prospective purchaser and may affix to suitable parts of
the Leased Premises, Property and Park a notice of Landlord’s intention to lease or sell same.



     14. Fire or Casualty. If the Leased Premises are damaged by fire or other casualty,
Landlord will, subject to the provisions of any Subordination, Non-disturbance and Attornment
Agreement entered into pursuant to this Lease, Exhibit E attached hereto, promptly repair the
damage and restore the following portions of the Leased Premises to their condition existing
immediately prior to the occurrence of the casualty: the roof, loadbearing walls, foundation,
utility infrastructure originally provided by Landlord, exterior wall assemblies, exterior weather
walls, subfloor, structural columns and beams, and the Leasehold Improvements made by Landlord
pursuant to Paragraph 4 of this Lease. If the reasonable time for completing any such restoration
or repair is longer than 180 days, Tenant shall have the option to terminate this Lease by giving
notice of termination to the other party, which notice shall be given within thirty (30) days after
the date of the casualty or given by Tenant within thirty (30) days after notice from Landlord that
restoration will take longer than one hundred eighty (180) days. In the event Landlord repairs and
restores those portions of the Leased Premises which it is required to repair or restore pursuant
to this Paragraph 14, Tenant shall promptly make, at its sole cost and expense, all other repairs
and replacements to the Leased Premises which are required to restore the Leased Premises to
substantially the same condition existing immediately prior to such casualty. Notwithstanding
anything to the contrary herein, if the damage or destruction to the Leased Premises occurs within
two and one-half (21/2) years of the expiration of the then existing term of
the Lease or if the damage or destruction to the Leased Premises is so substantial that it has
destroyed the Leased Premises to the extent of fifty per cent (50%) or more of the replacement cost
of the Leased Premises, Tenant may either exercise any existing option to extend, in which event,
Landlord shall rebuild, or either Landlord or Tenant shall have the option to terminate the Lease
by giving written notice to the other within thirty (30) days after the date of the casualty. The
Base Rent shall abate from the date of the casualty in proportion to
the impairment of the use that Tenant can reasonably make of the
Leased Premises are restored so they can be occupied by Tenant or until the Lease is terminated in
accordance with this Paragraph 14. The Landlord shall not be liable, regardless of cause, for any
inconvenience or interruption of the business of the Tenant occasioned by fire or other casualty.
Notwithstanding anything to the contrary in this Lease, Landlord shall have no obligation to insure
the Leased Premises, or any portions thereof or any contents, property or



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other items located therein, either presently or in the future.




     15. Condemnation. If the Leased Premises or Building is taken by eminent domain or
condemnation or voluntarily transferred to such authority under the threat thereof, Landlord may,
at its sole option, terminate the Lease by giving written notice to Tenant within forty five (45)
days after notice of taking, which termination shall be effective on the date of taking. If a
portion of the Leased Premises is taken and if by reason of such taking, Tenant’s operation on or
access to the Leased Premises is materially impaired, Tenant shall have the option to terminate
this Lease by giving written notice to Landlord within forty five (45) days after notice of taking.
After such taking and as of such date, the rent will be adjusted in proportion to the impairment of
the use that Tenant can reasonably make of the balance of the Leased Premises. If the Leased
Premises are damaged or if access to the Leased Premises is impaired by reason of such taking and
neither Landlord nor Tenant elects to terminate this Lease as provided herein, Landlord will
promptly rebuild or repair the damage to the extent possible within the limitations of the
available condemnation award. Tenant hereby waives any and all rights it may have in all
condemnation awards including, without limitation, loss of or damage to its leasehold estate, and
hereby assigns said claims to Landlord except such awards as are separately and specifically
awarded to Tenant for its separate personal property, moving expenses and business damages.



     16. Assignment and Sublease. Tenant may assign its interest in the Lease or sublet all
or any portion of the Leased Premises at any time to any party without Landlord’s consent, but such
assignment or subletting shall not relieve Tenant of its obligations hereunder. Tenant may assign
this Lease and shall be relieved of liability hereunder which accrues subsequent to the assignment
if the assignee assumes the obligations herein, has a favorable business reputation and has a GAAP
net worth equal to or greater than the Tenant immediately preceding the transfer. Tenant agrees to
obtain from a proposed assignee all information reasonably required by Landlord to make said
determination. Tenant may not otherwise transfer, hypothecate, mortgage or pledge its interest in
the Lease without Landlord’s prior written consent which may be arbitrarily withheld.



     17. Holdover. Any holding over by the Tenant after the expiration of this Lease shall
be construed as a tenancy at sufferance (unless such occupancy is with the written consent of the
Landlord) in which event the Tenant will be a tenant from month to month, upon the same terms and
conditions of this Lease, except at a Base Rent for such holdover period of 125% of the Base Rent
rate in effect for the month preceding such holdover. Acceptance by the Landlord of rent after such
termination shall not constitute a renewal.



     18. Subordination. This Lease shall be subject and subordinated at all times to the
terms of any and

all
 ground  or underlying leases which  may be
executed  affecting the

 Leased Premises, Property or the Park and to the liens of any and all mortgages or deeds of trust
in any amount or amounts whatsoever, whether now existing or hereafter created, encumbering all or
any combination of the Leased Premises, the Property or the Park without the necessity of having
further instruments executed by the Tenant to effect such
subordination. In furtherance thereof,
Tenant acknowledges that Landlord shall not have the authority, without



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first obtaining the written consent of any mortgagee, to consent to the cancellation or surrender
of this lease, or accept prepayment of rents, issues or profits under the lease, other than as
provided for in this Lease, nor to modify this Lease so as to shorten the term, decrease the rent,
accelerate the payment of rent, or change the terms of any renewal option, and any such purported
assignment, cancellation, surrender, prepayment or modification made without the written consent of
the mortgagee shall be void as against the mortgagee. Notwithstanding the foregoing, Tenant and
Landlord and all Lenders or Lessors shall have executed the Subordination, Nondisturbance and
Attornment Agreement attached hereto as Exhibit C as a condition precedent to the foregoing
subordination. Landlord and Tenant agree to execute such further instruments, evidencing such
subordination of this Lease to such ground or underlying leases and to the lien of any and all such
mortgages or deeds of trust as may be reasonably requested by the other party. If Tenant shall fail
to execute and deliver such instruments within fifteen (15) days of Landlord’s request, Landlord is
hereby granted power of attorney to execute such instruments in the name of Tenant as the act and
deed of Tenant, and this authorization is hereby declared to be coupled with an interest and is
irrevocable during the term of this Lease. In the event of termination, for any reason whatsoever,
of any underlying lease, or if the Leased Premises, Property or Park is sold to a purchaser, or any
mortgage holder or holder of deed of trust succeeds to ownership of the Leased Premises, Property
or Park by reason of a foreclosure, deed in lieu of foreclosure or otherwise, then Tenant shall, at
such successor’s request, be and become the tenant of such underlying landlord, purchaser,
mortgagee or holder of deed of trust and shall attorn to same under this Lease.







     19. Indemnity, Waiver and Insurance.



          (a) i) Tenant’s Indemnity. Tenant will indemnify, defend and save Landlord, its
employees, agents and contractors, harmless from and against any and all actions, damages,
liability and expenses in connection with the loss of life, personal injury, property damage, or
loss or damage of whatever nature, to third parties caused by or resulting from, or claimed to have
been caused by or to have resulted from, wholly or in part, any act, omission or negligence of
Tenant or anyone claiming under Tenant (including, but without limitation, Tenant’s subtenants,
concessionaires, agents, employees, servants and contractors). This indemnity, defense and hold
harmless agreement shall include indemnity against all costs, expenses and liabilities incurred in
connection with any such injury, loss or damage or any such claim, or any proceedings brought
thereon or the defense thereof including, without limitation, court costs and reasonable attorneys
fees. If Tenant or anyone claiming under Tenant or the whole or any part of the property of Tenant
shall be injured, lost or damaged by theft, fire, water or steam or in any other way or manner
whether similar or dissimilar to the foregoing, no part of said injury, loss or damage is to be
borne by the Landlord or its agents. Tenant agrees that Landlord shall not be liable to Tenant or anyone claiming under Tenant for any injury, loss, or damage
that may be caused by or result from the act, omission, default or negligence of any persons occupying
adjoining premises or any other part of the Property or Park. In case the Landlord shall, without
fault on its part, be made a party to any litigation commenced by or against Tenant, the Tenant
shall protect, indemnify, and defend with counsel reasonably acceptable to Landlord, and hold
Landlord harmless and shall pay all costs, expenses and reasonable attorneys’





10












 




fees incurred or paid by Landlord in connection with such litigation. Landlord agrees to give
Tenant timely notice of any claims for which indemnity will be sought. The obligations set forth in
this paragraph shall survive the expiration or sooner termination of the Lease.




               ii) Landlord’s Indemnity. Landlord will indemnify, defend and save Tenant, its
employees, agents and contractors harmless from and against any and all actions, damages, liability
and expenses in connection with the loss of life, personal injury, property damage, or loss or
damage of whatever nature, to third parties caused by or resulting from, or claimed to have been
caused by or to have resulted from, wholly or in part, any act, omission or negligence of Landlord
or anyone claiming under Landlord (including, but without limitation, Landlord’s subtenants,
concessionaires, agents, employees, servants and contractors). This indemnity, defense and hold
harmless agreement shall include indemnity against all costs, expenses and liabilities incurred in
connection with any such injury, loss or damage or any such claim, or any proceedings brought
thereon or the defense thereof including, without limitation, court costs and reasonable attorneys’
fees. In case the Tenant shall, without fault on its part, be made a party to any litigation
commenced by or against Landlord, the Landlord shall protect, indemnify, and defend with counsel
reasonably acceptable to Tenant and hold Tenant harmless, and shall pay all costs, expenses and
reasonable attorneys’ fees incurred or paid by Tenant in connection with such litigation. Tenant
agrees to give Landlord timely notice of any claims for which indemnity will be sought. The
obligations set forth in this paragraph shall survive the expiration or sooner termination of the
Lease.



          (b) Insurance Required of Tenant. Tenant will carry and maintain, at its sole cost and
expense, the following types of insurance with respect to the Leased Premises, in the amounts
specified and in the form hereinafter provided for:



               i) Comprehensive General Liability Insurance. Comprehensive general
liability insurance with a combined single limit of not less than $1,000,000.00 per occurrence
for bodily injury and property damage insuring against legal liability of the insured with
respect to said Leased Premises or arising out of the maintenance, use or occupancy thereof. Said
insurance shall include, but not be limited to, independent contractor liability, products and
completed operations coverage, and the Broad Form Comprehensive General Liability
Endorsement, including personal injury and advertising liability, contractual liability and
premises medical payments.



               ii) Comprehensive Automobile Liability Insurance. Comprehensive
automobile liability insurance with a limit of not less than $500,000.00 per occurrence for
bodily injury and property damage for both owned and nonowned vehicles.



               iii) Commercial Umbrella Liability Insurance. Tenant shall also carry and
maintain commercial umbrella liability insurance with a limit of not less than $1,000,000.00
per occurrence.



               iv) Property Insurance. “All Risk” property insurance including plate



11









 




glass coverage on a replacement cost basis, with coverage equal to not less than the full
replacement value of the Leased Premises and all personal property, decorations, trade fixtures,
furnishings, equipment, alterations, leasehold improvements and betterments made by Tenant, and all
other contents located or placed therein.




               v) Workers’ Compensation Insurance. Workers’ Compensation Insurance
covering all employees of Tenant, as required by the laws of the State where the Leased
Premises are located.



               vi) Policy Form. All policies of insurance provided for herein shall be
issued by insurance companies with general policyholders’ rating of not less than “A” Class VI
as rated in the most current available “Best’s Insurance Reports” and licensed to do business
in the State of Florida and in good financial standing, and general liability and umbrella
liability policies shall be issued in the names of Landlord, Tenant and other such persons or firms as
Landlord specifies from time to time. Such policies shall be for the mutual and joint benefit
and protection of Landlord, Tenant and others specified in this Lease, and certificates of
insurance enumerating the above coverages and naming Landlord as an additional insured shall be
delivered to the Landlord within fifteen (15) days after delivery of possession of the Leased
Premises to Tenant and thereafter within fifteen (15) days prior to the expiration of the term
of each such policy. As often as any such policy shall expire or terminate, renewal or additional
policies shall be procured and maintained by the Tenant in like manner and amounts and to like
extent. All certificates delivered to the Landlord must contain a provision that Tenant’s
Insurer will endeavor to give thirty (30) days’ notice in writing in advance of any cancellation or
lapse or any material change in coverage. All public liability, property damage and other casualty
policies shall be written as primary policies, not contributing with and not as excess
coverage to that which the Landlord may carry.



               The minimum limits of the liability policies of insurance set forth in subparagraphs
19(b)(i)-(iii) above shall be subject to reasonable increase at any time, and from time to time
provided the total coverages required to be maintained by Tenant are either required by its
mortgagee or are not substantially greater than the limits generally required to be maintained by
tenants occupying similar space for comparable uses in the City of Jacksonville, Florida within
thirty (30) days after demand therefor by Landlord, Tenant shall furnish Landlord with evidence of
Tenant’s compliance with such demand.



               Tenant agrees, at its own expense, to comply with all rules and regulations of the Fire
Insurance Rating Organization having jurisdiction of the Leased Premises and to comply with all
requirements imposed by Landlord’s insurance carrier, if any. If gas is used in the Leased Premises, Tenant
shall install, at its expense, both manual and automatic gas cutoff devices.



               vii) Failure of Tenant to Obtain Insurance. In the event that Tenant fails to timely
procure and/or continuously maintain any insurance required by this Section 19, or fails to carry
insurance required by law or governmental regulation, Landlord may (but without



12









 




obligation to do so and without notice to Tenant) at any time and from time to time, and in addition to all other
remedies available to Landlord, procure such insurance and pay the premiums therefor, in which
event Tenant shall repay the Landlord all sums so paid by Landlord, together with interest thereon
at the Default Rate, and any incidental costs or expenses incurred by Landlord in connection
therewith, within fifteen (15) days following Landlord’s written demand to Tenant for such payment.




               viii) Waiver of Liability. Neither Landlord nor Tenant shall be liable to each other
or to any insurance company insuring the other party (by way of subrogation or otherwise) for any
loss or damage to their respective properties including, without limitation, any building,
structure or other real or personal property, or any resulting loss of income, or losses under
workers’ compensation laws and benefits, even though such loss or damage might have been occasioned
by the negligence of the other party, its agents, employees or contractors. Tenant and Landlord
shall, upon obtaining any policies of insurance, give notice to the insurance carrier or carriers
that the foregoing mutual waiver is contained in this Lease.



     20. Access and Operation. Tenant shall have access to the Leased Premises at all
hours of the day or night, provided however, Landlord shall have the right to adopt reasonable
rules and regulations governing access to the Leased Premises after normal business hours.
Tenant understands and agrees that Landlord shall have no duty to provide security services to
Tenant or Tenant’s employees, agents, contractors, or invitees, the Park, Property or the
Leased Premises and Tenant shall look to the public police force, independent security services or
the like, for security protection. If Landlord, from time to time, provides security services, the
costs of such shall be borne by the tenants of the Park as a part of Operating Costs.



     21. Default. It is mutually agreed that in the event i) Tenant shall fail to make
payment of Base Rent or Additional Rent herein reserved within fifteen (15) days after written
notice that same is delinquent provided notice of a payment default will not be given more
than two (2) times in any given 12 month period; or ii) if Tenant shall fail to perform any of the
material terms, covenants, conditions, or provisions of this Lease other than Tenant’s
requirement to pay Base Rent or Additional Rent, and to cure such failure within thirty (30)
days after written notice thereof from Landlord or, if the length of time necessary to cure such
default is greater than ten (10) days, shall have commenced to cure and shall diligently pursue such
curative action; or iii) if Tenant shall file a voluntary petition under any bankruptcy, or
insolvency law; or iv) an involuntary petition shall be filed against Tenant under any
bankruptcy or insolvency law and such proceeding is not dismissed within sixty (60) days of the
commencement date; or v) if a receiver is appointed for Tenant’s property and such proceeding
is not dismissed within sixty (60) days of the commencement date; or vi) if, whether
voluntarily or involuntarily, Tenant takes advantage of any debtor relief proceedings under any present or
future law, whereby the Base Rent or Additional Rent or any part thereof is, or is proposed to be,
reduced or payment thereof deferred; or vii) if Tenant makes an assignment for benefit of
creditors; then, in any of said events, default shall be deemed to occur hereunder and Landlord, at
its option, may at once or at any time thereafter, proceed according to one or more of the
following courses of action, to the fullest extent permitted by law:



13









 





          (a) Landlord’s Right to Cure. Landlord may, with or without terminating this Lease,
immediately or at any time thereafter, reenter the Leased Premises and perform, correct or repair
any condition which shall constitute a failure on Tenant’s part to keep, observe, perform, satisfy,
or abide by any term, condition, covenant, agreement, or obligation of Tenant under this Lease, and
Tenant shall fully reimburse and compensate Landlord on demand for all reasonable costs and
expenses incurred by Landlord in such performance, correction or repairing including, without
limitation, interest at the Default Rate.




          (b) Demand for Possession. Landlord may, with or without terminating this Lease,
immediately or at any time thereafter, demand in writing that Tenant vacate the Leased Premises
and, unless otherwise requested by Landlord, thereupon Tenant shall vacate the Leased Premises and,
unless otherwise requested by Landlord, remove therefrom all property thereon belonging to or
placed in the Leased Premises by, at the direction of, or with the consent of Tenant, within three
(3) days of receipt by Tenant of such notice from Landlord (which notice may be given by U. S.
Mail, certified mail, hand delivery, guaranteed overnight delivery service or, if Tenant is absent
from the Leased Premises, by posting), whereupon Landlord shall have the right to reenter and take
possession of the Leased Premises. Any such demand, reentry and taking possession of the Leased
Premises by Landlord shall not of itself constitute an acceptance by Landlord of a surrender of
this Lease or of the Leased Premises by Tenant and shall not of itself constitute a termination of
this Lease by Landlord.




          (c) Reletting. Landlord may, with or without terminating this Lease, immediately or at
any time thereafter, relet the Leased Premises or any part thereof for such term, at such rental
and upon such other terms and conditions as may be commercially reasonable, and Landlord may make
any alterations or repairs to the Leased Premises which it may deem necessary or proper to
facilitate such reletting; and Tenant shall pay all commercially reasonable costs of such reletting
including, but not limited to, the cost of any such alterations and repairs to the Leased Premises,
attorneys’ fees, and brokerage commissions; and if this Lease shall not have been terminated Tenant
shall continue to pay all Base Rent and Additional Rent and all other charges due under this Lease
up to and including the date of beginning of payment of rent by any subsequent tenant of part or
all of the Leased Premises, and thereafter Tenant shall pay monthly during the remainder of the
term of this Lease the difference, if any, between the rent and other charges collected from any
such subsequent tenant or tenants and the Base Rent and Additional Rent and other charges reserved
in this Lease, but Tenant shall not be entitled to receive any excess of any such rents collected
over the Base Rent and Additional Rent reserved herein except that such excess, if any, shall be
applied against the costs incurred by Landlord as a result of the defaults.




          (d) Termination. Landlord may immediately, or at any time thereafter,
terminate this Lease, and this Lease shall be deemed to have been terminated upon receipt by Tenant
of written notice of such termination. Upon such termination, Landlord shall recover from Tenant
all damages Landlord has suffered or may suffer by reason of such termination including, without
limitation, unamortized sums expended by Landlord for construction of tenant improvements, all
arrearages in Base Rent and Additional Rent, costs, charges, and





14









 







reimbursements, the cost (including court costs and reasonable attorneys’ fees) of recovering
possession of the Leased Premises and the cost of any alteration of or repair to the Leased
Premises which is necessary or proper to prepare the same for reletting. In addition thereto,
Landlord, at its election shall have and recover from Tenant either i) an amount equal to the
excess, if any, of the total amount of all Base Rent and Additional Rent to be paid by Tenant for
the remainder of the term of this Lease over the then reasonable rental value of the Leased
Premises for the remainder of the term of this Lease, reduced to present value, or ii) the Base
Rent and Additional Rent and other charges which Landlord would be entitled to receive from Tenant
pursuant to the provisions of this Paragraph 21 herein if this Lease were not terminated. Such
election shall be made by Landlord by serving written notice upon Tenant of its choice of one of
the two immediately preceding alternative recoveries within thirty (30) days of the notice of termination
by Landlord to Tenant as described in this Paragraph 21(d).




          (e) Acceleration. Landlord may, by written notice to Tenant, accelerate all
sums to become due under this Lease for the remainder of the term in conjunction with the
exercise of any remedy available to it in this Lease or otherwise, but only following the
occurrence of a monetary default.




          If Landlord reenters the Leased Premises or terminates this Lease pursuant to any of the
provisions of this Lease, Tenant hereby waives all claims for damages which may be caused by such
reentry or termination by Landlord. No such reentry or termination shall be considered or construed
by Tenant to be a forcible entry.




          (f) Attorneys’ Fees and Costs. In the event litigation arises out of or under the
terms of this Lease, the prevailing party shall be entitled to collect from the nonprevailing party
all costs incurred by the prevailing party including, without limitation, court costs,
investigation costs and reasonable attorneys’ fees, whether same are incurred before trial, at
trial or on appeal.




          (g) No Waiver by Landlord. Nothing herein contained shall be deemed to be a waiver by
Landlord of its statutory lien for rent, and the remedies, rights and privileges of Landlord in the
case of default of Tenant as set forth above shall not be exclusive and in addition thereto
Landlord may also exercise and enforce all of its rights at law or in equity which it may otherwise
have as a result of Tenant’s default hereunder. Landlord is herein specifically granted all of the
rights of a secured creditor under the Uniform Commercial Code with respect to the Property in
which Landlord has been granted a security interest by Tenant.




     22. Hazardous Substances.



          (a) Tenant covenants and agrees that it shall not cause or permit any Hazardous Substances
(the “Hazardous Substances” as hereinafter defined) to be installed, placed, stored, held, located,
released or disposed of in, on, at, or under the Leased Premises, the Property, or the Park without
Landlord’s prior written consent, which consent may be unreasonably, and in Landlord’s sole
discretion, withheld. Tenant further covenants and agrees




15









 







to indemnify Landlord for any loss, cost,
damage, liability or expense (including without limitation, attorneys’ fees and other costs of
legal representation) that Landlord might ever incur because of Tenant’s failure to comply with the
provisions of the immediately preceding sentence. This indemnification is to survive the expiration
or other termination of this Lease.




          (b) Landlord warrants and represents that any use, storage, treatment, or
transportation of Hazardous Substances which has occurred in or on the Premises before the
Commencement Date will have been in compliance with all applicable federal, state and local
laws, regulations, and ordinances. Landlord additionally warrants and represents that, to its
knowledge, no release, leak, discharge, spill, disposal, or emission of Hazardous Substances
has occurred in, on, or under the Premises and that the Premises will be free of Hazardous
Substances as of the Commencement Date. Landlord further covenants and agrees to indemnify
Tenant for any loss, cost, damage, liability or expense (including without limitation,
attorneys’ fees and other costs of legal representation) that Tenant might ever incur because of
Landlord’s failure to comply with the provisions of the immediately preceding sentence. This
indemnification is to survive the expiration or other termination of this Lease.




          (c) For the purposes of this Paragraph 22, Hazardous Substances shall mean
and include all those substances, elements, materials or compounds that are included in any
list of hazardous or restricted substances adopted by the United States Environmental Protection
Agency (the “EPA”) or any other substance, element, material or compound defined or restricted
as a hazardous, toxic, radioactive or dangerous substance, material or waste by the EPA or by
any other ordinance, statute, law, code, or regulation of any federal, state or local
governmental entity or any agency, department or other subdivision thereof, whether now or later enacted,
issued, or promulgated.




     23. Rubbish Removal. Tenant shall keep the Leased Premises clean, both inside and
outside, unless such rubbish removal is provided by the Landlord, and will remove all refuse from
the Leased Premises. Tenant shall not burn any materials or rubbish of any description upon the
Leased Premises. Tenant agrees to keep all accumulated rubbish in covered containers and to have
same removed regularly. In the event Tenant fails to keep the Leased Premises in proper condition,
Landlord may cause the same to be done for and on account of Tenant and Tenant hereby agrees to pay
the cost thereof, together with interest at the Default Rate and an administrative fee equal to ten
per cent (10%) of the cost, on demand as Additional Rent.



     24. Waiver of Liability. Anything in this Lease to the contrary notwithstanding,
Tenant agrees that, following completion of construction and delivery of the Leased Premises by the
Landlord to Tenant, it shall look solely to the estate and interest of the Landlord in the property
subject to prior rights of any mortgagee of the property for the collection of any judgment (or
other judicial process) requiring the payment of money by Landlord in the event of any default or
breach by Landlord, with respect to any of the terms, covenants and conditions of this Lease to be
observed and/or performed by Landlord, and no other assets of Landlord shall be subject to levy,
execution or other procedures for the satisfaction of Tenant’s remedies.



16









 





     25. Estoppel Letters. Within fifteen (15) days of the request of Landlord, any lender
or prospective lender of the Property or Park, or at the request of any purchaser or prospective
purchaser of the Property or Park, Tenant shall deliver an estoppel certificate, attaching a true
and complete copy of this Lease, including all amendments relative thereto, and certifying with
particularity, among other things, i) when the last rent was paid; ii) when the next rent is due
and in what amount; iii) stating whether the Tenant has prepaid any rent and, if so, how much; iv)
stating whether either the Landlord or the Tenant is in default under the Lease and, if so,
summarizing such default(s); and v) stating whether Tenant or Landlord has any offsets or claims
against the other party and, if so, specifying with particularity the nature and amount of such
offset or claim. Landlord shall likewise deliver a similar estoppel certificate within fifteen (15)
days of the request of Tenant, any lender or prospective lender of Tenant, or at the request of any
assignee or prospective assignee of the Tenant.



     26. Late Charges and Default Interest. Any amount of Base Rent or Additional Rent not
paid when due hereunder shall earn interest from the date of delinquency at a rate equal to the
lesser of four (4) percentage points above the prime or “standard” rate of interest charged by
Chase Manhattan Bank, New York, New York, or the highest rate allowed by law (the “Default Rate”).



     27. Expansion. Subject to the availability of permanent financing, during the first
five years of the initial lease term and provided there are at least seven (7) years remaining in
the Term of this Lease, including the time of exercise of any extension option, Tenant may one time
only require Landlord to construct an addition to the Leased Premises of not less than 10,000
square feet nor more than 20,000 square feet and increase the parking by 1 space for every 200
square feet (or fraction thereof) the addition to be constructed. Tenant shall exercise the option
in writing and Landlord shall cause the expansion to be completed within 270 days after such
notice. The expansion shall be of substantially the same design and construction as the Leased
Premises. Notwithstanding the provisions of paragraph 3 hereof granting Tenant three options to
extend the term for five years each, if Tenant exercises this option to expand the Leased Premises
then Tenant may either (a) exercise one or more of the five year options or (b) extend the term of
the lease for the number of years necessary to increase the remaining term of the lease to seven
years from the date of exercise and the periods of the renewing options in paragraph 3 shall be
adjusted so that the total option periods including those exercised previously and by this
provision total 15 years. For purposes hereof, permanent financing shall be deemed available if (a)
such financing shall be non-recourse and shall otherwise be on commercially reasonable terms and
(b) for purposes of the financing, the Tenant shall be creditworthy.



     The annual Base Rent shall, upon completion of the expansion space, be increased by an
amount equal to 12.5% of the cost of construction of the expansion space and the additional
parking. Landlord may select a Contractor to Construct the expansion space, including all Tenant
Improvements, and shall notify Tenant of the cost of such construction. If Tenant notifies Landlord
that, in Tenant’s opinion, the cost is too high, then Tenant may obtain bids from other contractors
reasonably acceptable to Landlord and Landlord shall either engage the contractor with the lowest
cost or may utilize any contractor it selects but the rent increase shall be based



17









 




on the lowest cost estimate.




     28. Successors and Assigns. Subject to the provisions of Paragraphs 16 of this Lease,
this Lease shall bind and inure to the benefit of the successors, heirs, and assigns of the parties
hereto.



     29. Relationship of the Parties. Nothing herein contained shall be deemed or construed
as creating the relationship of principal and agent or of partnership or joint venture between the
parties hereto; it being understood and agreed that the method of computing rent, any provision
contained herein, or any acts of the parties hereto shall not be deemed to create any relationship
between the parties other than that of Landlord and Tenant.



     30. Entire Agreement. It is agreed between the parties that neither Landlord nor
Tenant nor any of their agents have made any statements, promises or agreements, verbally or in
writing, in conflict with the terms of this Lease. Any and all representations by either of the
parties or their agents made during negotiations prior to the execution of this Lease and which
representations are not contained in the provisions hereof shall not be binding upon either of the
parties hereto. It is further agreed that this Lease contains the entire agreement between the
parties, and no rights are to be conferred upon either party until this Lease has been executed by
Tenant and Landlord.



     31. Construction of Language. Words of any gender used in this Lease shall be held to
include any other gender, and words in the singular number shall be held to include the plural. The
paragraph headings and titles are not a part of this Lease and shall have no effect upon the
construction or interpretation of any part hereof.



     32. Modification. No modification, alteration or amendment to this Lease shall be
binding unless in writing and executed by the parties hereto.



     33. Broker’s Commission. Tenant covenants, represents, and warrants that Tenant has
had no dealings or negotiations with any Broker or Agent other than CB Commercial Real Estate
Group, Inc. in connection with the consummation of this Lease, and Tenant covenants and agrees to
pay, hold harmless and indemnify Landlord from and against any and all costs, expenses (including
reasonable attorneys’ fees before trial, at trial, and on appeal) or liability for any
compensation, commissions, or charges claimed through Tenant by any broker or agent, other than the
Broker set forth in this Paragraph 33 with respect to this Lease or the negotiation thereof.
Landlord agrees to pay, hold harmless and indemnify Tenant from and against all costs, expenses
(including reasonable attorneys’ fees before trial, at trial, and on appeal) or liability for any
compensation, commissions, or charges claimed through Landlord by any broker or agent with
respect to this Lease or the negotiation thereof.



     34. Provisions Severable. If any term or provision of this Lease or the application
thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the
remainder of this Lease or the application of such term or provision to persons or circumstances



18









 




other than those to which it is held invalid or unenforceable shall not be affected thereby and
each term and provision of this Lease shall be valid and be enforced to the fullest extent
permitted by law.




     35. No Recording. This Lease shall not be recorded in the public records by either
party hereto but upon delivery of the Leased Premises to Tenant each party shall promptly
complete and execute the Memorandum attached hereto as Exhibit D and either party may cause
the same to be recorded.



     36. Law and Venue. This Lease shall be enforced in accordance with the laws of the
State of Florida. The agreed upon venue is Jacksonville, Duval County, Florida.



     37. Execution; Counterparts. This Lease may be executed in any number of
counterparts, each of which shall be deemed an original and any of which shall be deemed to
be complete in itself and may be introduced into evidence or used for any purpose without the
production of the other counterparts. No modification or amendment of this Lease shall be
binding upon the parties unless such modification or amendment is in writing and signed by
Landlord and Tenant.



     38. Authority. Each of the persons executing this Lease on behalf of Tenant does
hereby personally represent and warrant that Tenant is a duly authorized and validly existing
corporation, that Tenant is qualified to do business in the State of Florida, that the
corporation has full right and authority to enter into this Lease, and that each person signing on behalf
of the corporation is authorized to do so.



     39. Force Majeure. If Landlord or Tenant shall be delayed in, hindered in or
prevented from the performance of any act required hereunder (other than performance requiring
the payment of a sum of money) by reason of strikes, lockouts by the general contractor or a
major subcontractor, failure of power, inability to procure tenant specified materials, acts
of God, prohibitive governmental laws, regulations or actions, riots, insurrection, the act,
failure to act or default of the other party, or war, then the performance of such act shall be
excused for the period of the delay and the period for the performance of any such act as required
herein shall be extended for a period equivalent to the period of such delay.



     40. State Required Disclosure. The following disclosure is required to be made by
the laws of the State of Florida:



     RADON GAS: 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 and radon testing may be
obtained from your county public health unit.




19












 





     IN
WITNESS WHEREOF, Tenant and Landlord have caused this Lease to be duly executed as of
the date of this Lease, by their respective officers or parts thereunto duly authorized.



	 	 	 	 	 	 	 

	 	 	 	 	LANDLORD:
	 
	Signed, sealed and delivered	 	HGL PROPERTIES L.P., LTD,
	in the presence of:	 	a Florida limited partnership
	 
	 /s/ Molly Brito	 	By: 	 /s/ William W. Stout
	 	 	 	 	 	William W. Stout 
	 	 	 	 	 	[Print or Type Name]
	 	 	 	 	 	Its: Vice President
	
/s/ Katherine P. Bryant	 	 	 	 
	 	 	 	 	

TENANT:
	 
	 	 	 	 	ALLIANCE MORTGAGE COMPANY,
	 	 	 	 	a Florida corporation
	 
	 /s/ Molly Brito	 	By: 	
/s/ Gary A. Meeks
	 	 	 	 	 	Gary A. Meeks
	 	 	 	 	 	[Print or Type Name]
	/s/
Katherine P. Bryant	 	 	Its: Chairman






20









 






A PART OF THE FRANCIS RICHARD GRANT, SECTION 56, TOWNSHIP 3 SOUTH, RANGE 27 EAST,
DUVAL COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: FOR A POINT OF
BEGINNING, COMMENCE AT THE INTERSECTION OF THE EASTERLY RIGHT OF WAY LINE OF FINANCIAL
WAY (AN 80 FOOT RIGHT OF WAY AS NOW ESTABLISHED) WITH THE SOUTHERLY LINE OF THOSE LANDS
DESCRIBED IN DEED BOOK 503, PAGE 386 OF THE CURRENT PUBLIC RECORDS OF SAID COUNTY, SAID
INTERSECTION ALSO BEING THE NORTHWEST CORNER OF THOSE LANDS DESCRIBED IN OFFICIAL
RECORDS VOLUME 6485, PAGE 1641 OF SAID PUBLIC RECORDS; THENCE NORTH 88'48'59"
EAST, ALONG SAID SOUTHERLY LINE OF THOSE LANDS DESCRIBED IN DEED BOOK 503, PAGE 386
(THE SAME BEING THE NORTHERLY LINE OF SAID LANDS DESCRIBED IN OFFICIAL RECORDS VOLUME
6485, PAGE 1641), A DISTANCE OF 465.75 FEET; THENCE SOUTH 01'11'01" EAST, A DISTANCE OF 515.00
FEET; THENCE SOUTH 88'48'59" WEST, A DISTANCE OF 524.02 FEET TO SAID EASTERLY RIGHT
OF WAY LINE OF FINANCIAL WAY; THENCE NORTHERLY ALONG SAID EASTERLY RIGHT OF WAY LINE AND
ALONG THE ARC OF A CURVE CONCAVE EASTERLY AND HAVING A RADIUS OF 910.00 FEET, A
DISTANCE OF 170.39 FEET, MAKING A CENTRAL ANGLE OF 10'43'41" AND HAVING A CHORD BEARING OF
NORTH 07'12'02" EAST AND A CHORD DISTANCE OF 170.14 FEET TO A POINT OF REVERSE CURVATURE WITH A
CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF 1140.00 FEET; THENCE CONTINUE ALONG SAID EASTERLY
RIGHT OF WAY LINE, NORTHERLY ALONG THE ARC OF LAST SAID CURVE, A DISTANCE OF 262.24 FEET,
MAKING A CENTRAL ANGLE OF 13'10'48" AND HAVING A CHORD BEARING OF NORTH 05'58'29" EAST
AND A CHORD DISTANCE OF 261.66 FEET TO THE POINT OF TANGENCY OF SAID CURVE; THENCE
CONTINUE ALONG SAID EASTERLY RIGHT OF WAY LINE, NORTH 00'35'55" WEST, A DISTANCE
OF 87.06 FEET TO THE POINT OF BEGINNING. CONTAINING 251,212 SQUARE FEET OR 5.77
ACRES, MORE OR LESS.




EXHIBIT B





 









 








EXHIBIT C




ALLIANCE 

HGL PROPERTIES LP.,
LTD. 
CYPRESS POINT PHASE I

JACKSONVILLE, FLORIDA 
APRIL
24, 1998




CRITICAL EVENTS SCHEDULE






	 	 	 	 	 	 	 	 	 
	 	 	 	 	START	 	COMPLETE	 	RESPONSIBLE PARTY
	1.

	 	Tenant Space Planning Requirements
	 	On-going
	 	completed
	 	Alliance
	2.

	 	Conceptual Plan
	 	05/11/98
	 	05/15/98
	 	Stellar
	3.

	 	Alliance Review / Comment
	 	05/18/98
	 	05/22/98
	 	Alliance
	4.

	 	Revised Plan I
	 	05/25/98
	 	05/29/98
	 	Stellar
	5.

	 	Alliance Review / Comment
	 	06/01/98
	 	06/05/98
	 	Alliance
	 

	 	Revised Plan II
	 	06/08/98
	 	06/12/98
	 	Stellar
	7.

	 	Alliance Review / Comment
	 	06/15/98
	 	06/19/98
	 	Alliance
	8.

	 	Revised Plan III
	 	06/22/98
	 	06/30/98
	 	Stellar
	9.

	 	Final Layout Approval
	 	07/01/98
	 	07/10/98
	 	Alliance
	10.

	 	Tenant Improvement Construction Documents
	 	07/13/98
	 	09/14/98
	 	Stellar
	11.

	 	Permit Drawings
	 	07/13/98
	 	09/01/98
	 	Stellar
	12.

	 	Permit TI Documents
	 	09/01/98
	 	09/14/98
	 	Holtsinger

Construction
	13.

	 	Tenant Improvements
	 	09/15/98
	 	01/01/99
	 	Holtsinger

Construction
	14.

	 	Data & Communications Cable
	 	10/05/98
	 	11/03/98
	 	Alliance
	15.

	 	Apply for Temporary C.O.
	 	12/21/98
	 	12/28/98
	 	Holtsinger

Construction
	16.

	 	Receive Temporary C.O.
	 	 	 	12/30/98
	 	Holtsinger

Construction
	17.

	 	Start Tenant Move-in
	 	 	 	01/01/99
	 	Alliance
	18.

	 	Final Certificate of Occupancy
	 	 	 	02/01/99
	 	All






 









 






ADDENDUM I




BASE RENT SCHEDULE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Est Leased	 	 	 	 	 	 	 
	 	 	Monthly	 	 	Premises	 	 	Est Park	 	 	Est Total	 
	Date	 	Base Rent	 	 	Op Costs	 	 	Op Costs	 	 	(Incl Taxes)	 
	2/15/99 - 1/31/00
	 	$	46,641.67	 	 	$	8,216.67	 	 	$	483.33	 	 	$	58,938.88	 
	2/1/00 - 1/31/01
	 	 	47,341.29	 	 	 	8,463.17	 	 	 	497.83	 	 	 	59,961.94	 
	2/1/01 - 1/31/02
	 	 	48,051.41	 	 	 	8,717.07	 	 	 	512.76	 	 	 	61,004.52	 
	2/1/02 - 1/31/03
	 	 	48,772.18	 	 	 	8,978.58	 	 	 	528.15	 	 	 	62,067.03	 
	2/1/01 - 1/31/04
	 	 	49,503.76	 	 	 	9,247.93	 	 	 	543.99	 	 	 	63,149.91	 
	2/1/05 - 1/31/05
	 	 	50,246.32	 	 	 	9,525.37	 	 	 	560.31	 	 	 	64,253.58	 
	2/1/06 - 1/31/06
	 	 	51,000.02	 	 	 	9,811.13	 	 	 	577.12	 	 	 	65,378.51	 






 









 






ADDENDUM II

1999 Estimated CAM




	 	 	 	 	 

	1. REAL ESTATE TAXES
	 	$	1.25 	 psf
	2. INSURANCE
	 	ALLIANCE
	3. LANDSCAPE MAINT
	 	 	”	 
	4. GENERAL MAINT
	 	 	”	 
	5. CYPRESS PLAZA CAM
	 	$	.05	 
	6. CYPRESS POINT CAM
	 	$	.05	 
	7. MANAGEMENT
	 	$	.45	 
	 
	 	 	 
	 
	 	$	1.80	 
	SALES TAX $.065
	 	$	0.12	 
	 
	 	 	 
	 
	 	$	1.92 	 psf/yr






ITEMS 3&4 WILL BE MANAGED BY HGL, WITH ALLIANCE PAYING COST DIRECTLY.




 









 








EXHIBIT E




SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT



     THIS
AGREEMENT is made as of the day of
                           ,
199        , by and between [LENDER] (the “Lender”), and ALLIANCE MORTGAGE COMPANY,
a                               (the “Tenant”).




RECITATIONS OF FACT




     A. The Tenant is tenant under a Lease Agreement dated                      (the “ Lease”)
between the Tenant and HGL Properties, Inc. (the “Landlord”) pursuant to which the Tenant has
leased the premises described on Exhibit A (the “Leased Premises”) to become effective when and as
provided therein.



     B. The Lender is the holder of a mortgage lien on the Leased Premises pursuant to
that certain Mortgage and Security Agreement dated                                         , recorded in Official
Records Volume   , page   , of the public records of Duval County, Florida, and securing
a Promissory Note in the original principle amount of $                                        , as it may have been
or may hereafter be modified, renewed or extended, (called the “Mortgage”), encumbering the Leased
Premises and other real and personal property as provided in the Mortgage (the “Mortgaged
Property”).



     C. The parties wish to provide for the subordination of the Lease to the Mortgage,
for the attornment of the Tenant and for the nondisturbance of the Tenant, all as set forth
herein.



AGREEMENT



     IN CONSIDERATION OF the mutual agreements contained herein and other good and valuable
consideration, the parties agree as follows:



     1. Subordination. The Lease, and all modifications and renewals thereof, and the
Tenant’s rights thereunder are expressly made, are and shall continue to be subject and subordinate
to the Mortgage in all respects, and to all renewals, modifications and extensions thereof.



     2. Attornment.
The Tenant agrees that it will attorn to and recognize any purchaser
at a foreclosure sale under the Mortgage, any transferee who acquires the Leased Premises by deed in lieu of foreclosure, any receiver of
the Leased Premises, and the successors and assigns of such purchaser, transferee or receiver, and
any other successor in title to the Landlord, as Landlord under the terms of the Lease.



     3. Non-Disturbance. In the event of any proceeding to foreclose the
Mortgage, or in the event of any earlier proceeding involving the Mortgage, the Lender agrees, unless required
by law, not to join the Tenant in such proceedings and agrees that it will not otherwise disturb
the possession and other rights of the Tenant under the Lease, except in the event of a



 









 





default by the Tenant under the Lease as provided in the Lease, and expiration of any applicable grace or cure
period. Any purchaser of the Landlord’s interest upon foreclosure, deed in lieu of foreclosure or
earlier disposition of the Leased Premises shall take such interest subject to the Lease.



     4. 
Limitation of Liability. In the event that Lender shall succeed to the
interest of Landlord under the Lease, Lender shall not be:


          (a) liable for any act or omission of any prior landlord (including Landlord);


          (b) liable for the return of any security deposit not delivered to Lender and identified as
such;


          (c) subject to any claims, offsets or defenses which Tenant might have against any prior
landlord (including Landlord);


          (d) bound by any rent or Additional Rent which Tenant might have paid for more than the
current month to any prior landlord (including Landlord), except as expressly provided in the
Lease; or


          (e) bound by any amendment or modification of the Lease made without Lender’s written consent.



     5. Tenant’s Consent to Assignment: Notice of Defaults.


          (a) Tenant has notice that the Lease and all rent and all other sums due
thereunder have been or may be assigned to Lender as security for the Loan secured by the
Mortgage. Tenant consents to the above assignments and agrees that in the event that Lender
notifies Tenant of an Event of Default under the Mortgage and demands that Tenant pay its rent
and all other sums due under the Lease to Lender, Tenant shall honor such demand and pay its
rent and all other sums due under the Lease directly to Lender or as otherwise required
pursuant to such notice.


          (b) Tenant agrees to send a copy of any notice of default or termination under
the Lease to Lender at the same time such notice or statement is sent to Landlord.


          (c) From and after the date hereof, in the event of any act or omission by
Landlord which would give Tenant the right, either immediately or after the lapse of time, to
terminate the Lease or to claim a partial or total eviction. Tenant will not exercise any such
right: (i) until it has given written notice of such act or omission to Lender; and (ii) until the
same period of time as is given to Landlord under the Lease to cure such act or omission shall have
elapsed following such giving of notice to Lender.



     6. Notices. Notices hereunder shall be delivered by certified or registered mail,



2









 





return receipt requested, prepaid, to the address set forth below, or such other address as a
party hereto shall specify to the other parties in writing.




     7. Miscellaneous. This Agreement shall be governed by the laws of the State of
Florida and shall benefit and bind the parties hereto and their successors and assigns, including
successors in title.



     IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date above written.




	 	 	 	 	 	 	 	 

	Signed, sealed and delivered in the presence of:	 	[LENDER]
	 
	 	 	By: 	 
	(Print
Name)
	 	 	(Print Name)

Its:

	 
	 	 	 	Address: 

	(Print Name)
	 	 	 	 
	 
	 	 	 	 	 	(“Lender”)






STATE OF FLORIDA

COUNTY OF DUVAL




     The
foregoing instrument was acknowledged before me this         
day of                     ,
1998, by                                        , the                                        
  of                                         
                                         a national banking association, on behalf of the association. Such person
did not take an oath and: (notary must check applicable box)




	o	 	is/are personally known to me.
	 
	o	 	produced a current Florida driver’s license as identification.
	 
	o	 	produced      
     
     
     
     
      as identification.





	 	 	 

	{Notary Seal must be affixed}
	 	 
	 

	 	 
	 

	 	Signature of Notary
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	Name of Notary







3











 






SECOND AMENDMENT TO LEASE

(CYPRESS POINT BUSINESS PARK)

(8100 Nations Way)




     THIS SECOND AMENDMENT TO LEASE is entered into this 30 day of September, 2003, by and between
HGL PROPERTIES L.P., LTD., a Florida limited partnership
(“Landlord”), and ALLIANCE MORTGAGE
COMPANY, a Florida corporation (“Tenant”). All terms not otherwise defined herein shall have the
meaning assigned to them in the “Lease” (defined below).



W I T N E S S E T H




     WHEREAS, Tenant and Landlord entered into that certain Lease Agreement dated May 14, 1998, as
amended by Amendment to Lease dated April 14, 1999 (collectively, the “Lease”), for the premises
described therein and located at 8100 Nations Way, Jacksonville, Florida 32256 (the “Leased
Premises”); and



     WHEREAS, affiliates of Landlord and Tenant have this date entered into a lease for space to be
constructed at 8200 Nations Way (the “8200 Lease”) and, as an inducement to enter into the 8200
Lease, Landlord and Tenant have agreed to amend this Lease to extend the term upon the terms and
conditions set forth below.



     NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and in
the Lease, Landlord and Tenant hereby agree as follows:



     1. The recitals set forth above are hereby incorporated herein as if again set forth in their
entirety.



     2. Effective the date hereof, Landlord and Tenant agree that the Lease is hereby  amended
as follows:



     (a) Tenant hereby exercises the first renewal term to extend the Lease as provided
therein so as to make the expiration of the term of the Lease coterminous with the later to occur
of June 31, 2011 or the expiration of the initial term of the 8200 Lease. Base Monthly Rent shall
be as set forth on Exhibit A attached hereto and made a part hereof. Landlord grants to Tenant two
(2) options to renew the Lease for an additional five (5) year term on the terms set forth on
Exhibit A. All other options to renew, if any, contained in the Lease are hereby terminated.
Further, Tenant’s expansion option set forth in Paragraph 27 of the Lease is hereby terminated.



     (b) Upon the date that rent commences under the 8200 Lease, Landlord will pay to Tenant the
$175,000.00 improvement allowance described in paragraph 3 of said lease.



     (c) Landlord agrees, at its sole cost and expense, to construct the additional parking spaces
depicted on Exhibit B attached hereto at a mutually agreeable time but in no event later than



 









 




December 31, 2003.




     3. Except as specifically modified and amended herein, all of the terms, provisions,
covenants, and conditions of the Lease shall remain unmodified and in full force and effect as
written.



     4. This Second Amendment shall bind and inure to the benefit of the parties hereto and their
respective successors and assigns.



     5. To the extent the provisions of the Lease and this Second Amendment are inconsistent, the
provisions of this Second Amendment shall supersede and control.



(remainder of page left blank)



2









 






     IN WITNESS WHEREOF, Landlord and Tenant have executed this Second Amendment to Lease as of the
day and year first above written.



	 	 	 	 	 

	Signed, sealed and delivered
in the presence of:

	 	HGL PROPERTIES L.P., LTD.

a Florida limited partnership
	 
	 	 	 	 
	/s/ E.  Michael Holtsinger
 

(Print Name) E. Michael Holtsinger

	 	By:
	 	HGL PROPERTIES G.P., INC.

a Florida corporation, general partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ William W. Stout
	 

	 	 	 	 
	 

	 	 	 	William W. Stout

	 
	 	 	 	Its Vice President
	 
	 	 	 	 
	/s/ Mark A. Reinsch
 

(Print Name) Mark A. Reinsch

	 	 	 	(Corporate
Seal)

	 

	 	 	 	“LANDLORD”

	 
	 	 	 	 
	 

	 	 	 	ALLIANCE MORTGAGE COMPANY, a

Florida corporation
	 
	 	 	 	 
	/s/ Molly Brito

	 	By:
	 	/s/ Gary A. Meeks
	 

	 	 	 	 
	(Print Name) Molly Brito

	 	 	 	(Print Name) Gary A. Meeks

Its President









	 	 	 	 	 	 
	/s/
Patti Crosby
	 	 	 	 	
	(Print Name) Patti Crosby

	 	 	 	(Corporate Seal)



“TENANT” 
	
	 

	 	 	 	
	






3









 






EXHIBIT A



I.
Base Rent Schedule



Alliance Mortgage Company Lease on 8100 Nations Way



The Monthly Base Rent is as follows:




	 	 	 
	Date 	 	Base Monthly Rent (not including sales tax)
	01-01-03 to 12-31-03
	 	51,571.67
	01-01-04 to 12-31-04
	 	52,345.00
	01-01-05 to 12-31-05
	 	53,118.34
	01-01-06 to 12-31-06
	 	53,118.34
	01-01-07 to 12-31-07
	 	53,118.34
	01-01-08 to 12-31-08
	 	54,180.71
	01-01-09 to 12-31-09
	 	55,806.13
	01-01-10 to 12-31-10
	 	57,480.31
	01-01-11 to 06-30-11 (est.)
	 	59,204.72





II.
Options to Renew.




     Landlord hereby grants to Tenant two (2) options to renew this Lease for an additional five
(5) year term each following the expiration of the immediately preceding term provided Tenant is
not then in default under this Lease and Tenant gives written notice to Landlord not less than one
hundred twenty (120) days prior to the expiration of the extended term of this Lease. Monthly Base
Rent shall be increased for the first year of the renewal term by one and one-half per cent (1.5%)
over the Monthly Base Rent charged (not including abatements in rent for reason other than a
permanent taking by way of condemnation or deed in lieu thereof) in the final year of the original
Term of this Lease. Monthly Base Rent shall increase for each of the second through fifth years of
the renewal by one and one-half per cent (1.5%) over the immediately preceding lease year. All
other terms and conditions of this Lease will remain in full force and effect during the renewal
term other than the requirement that Landlord provide Leasehold Improvements to the Premises as of
the Commencement Date.



4









 






EXHIBIT B

(Additional Parking Spaces Sketch)







5









 






AMENDMENT TO LEASE

(ALLIANCE BUILDING)




     THIS AMENDMENT TO LEASE is entered into as of the 14th day of April,
1999, by and between HGL PROPERTIES L.P., LTD., a Florida limited partnership (“Landlord”), whose
mailing address is 6602 Executive Park Court North, Suite 207, Jacksonville, Florida 32216 and
ALLIANCE MORTGAGE COMPANY, a Florida corporation (“Tenant”), whose mailing address is 8100 Nations
Way, Jacksonville, Florida 32256. All terms not otherwise defined herein shall have the meaning
assigned to them in the “Lease” (defined below).



W I T N E S S E T H




     WHEREAS, Tenant and Landlord entered into that certain Lease Agreement dated May 14, 1998 (the
“Lease”), for the premises described therein (the “Leased Premises”) ; and



     WHEREAS, Landlord and Tenant have agreed to amend the Lease to reflect the Commencement Date
thereof and to restate the rent to be charged under the Lease during the term thereof, all upon the
terms and conditions set forth below.



     NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and in
the Lease, Landlord and Tenant hereby agree as follows:



     1. The recitals set forth above are hereby incorporated herein as if again set forth in their
entirety.



     2. Effective the date hereof, Landlord and Tenant agree that the Lease is amended as follows:




(a) The Commencement Date of the Lease is March 1, 1999, and the expiration of the original
term is February 29, 2006.




(b) Base Rent shall be payable as set forth on Exhibit A attached hereto, and Operating
costs for the 1999 partial lease year are estimated to be as set forth on Exhibit B
attached hereto.




(c) Base Rent during the first renewal term shall be payable as set forth on Exhibit A
attached hereto.




(d) Unless otherwise stated to the contrary, the charges specified above do not include
applicable taxes.













 






     3. Except as specifically modified and amended herein, all of the terms, provisions,
covenants, and conditions of the Lease shall remain unmodified and in full force and effect as
written.



     IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment to Lease as of the day
and year first above written.



	 	 	 	 	 	 	 

	Signed, sealed and delivered in the presence of:	 	HGL PROPERTIES L.P.,
LTD., 

a Florida limited partnership
	 	 	
	 
	 	 	 	 	 	 
	/s/ E. Michael Holtsinger
	 	By: 	 	HGL PROPERTIES G.P., INC.,
	(Print Name) E. Michael Holtsinger 
	 	 	 	a Florida corporation  
	 
	 	 	 	 	 	 
	/s/ Mark A. Reinsch 

	 	 	 	By:
	 	/s/ William W. Stout
	(Print Name) Mark A. Reinsch 
	 	 	 	 	 	William W. Stout

Vice President
	 
	 	 	 	 	 	 
	 	 	 	 	(Corporate Seal)
	 
	 	 	 	 	 	
“LANDLORD”
	 
	 	 	 	 	 	 
	 	 	ALLIANCE MORTGAGE COMPANY, a

Florida corporation
	 
	 	 	 	 	 	 
	/s/ Katherine P. Bryant
	 	By:
	 	/s/ Gary A. Meeks

	(Print Name) Katherine P. Bryant 	 	 	 	Gary A. Meeks
	 	 	 	 	Chairman
	 
	 	 	 	 	 	 
	/s/ Molly O. Brito
	 	 	 	 	 	 
	 
(Print Name) Molly O. Brito

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	(Corporate Seal)
	 
	 
	 	 	 	 	 	
“TENANT”






2









 






EXHIBIT A




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ANNUAL	 	# OF	 	 
	ORIGINAL TERM	 	COST PER S.F.	 	INCREASE	 	MONTHS	 	MONTHLY RENTAL
	3/1/99-12/31/99
	 	$	10.05	 	 	 	1.50	%	 	 	10	 	 	$	48,575.00	 
	1/1/00-12/31/00
	 	 	10.20	 	 	 	1.50	%	 	 	12	 	 	 	49,300.00	 
	1/1/01-12/31/01
	 	 	10.35	 	 	 	1.50	%	 	 	12	 	 	 	50,025.00	 
	1/1/02-12/31/02
	 	 	10.51	 	 	 	1.50	%	 	 	12	 	 	 	50,798.34	 
	1/1/03-12/31/03
	 	 	10.67	 	 	 	1.50	%	 	 	12	 	 	 	51,571.67	 
	1/1/04-12/31/04
	 	 	10.83	 	 	 	1.50	%	 	 	12	 	 	 	52,345.00	 
	1/1/05-12/31/05
	 	 	10.99	 	 	 	1.50	%	 	 	12	 	 	 	53,118.34	 
	1/1/06-2/29/06
	 	 	10.99	 	 	 	1.50	%	 	 	2	 	 	 	53,118.34	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FIRST RENEWAL
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3/1/06-12/31/06
	 	 	10.99	 	 	 	0.00	%	 	 	10	 	 	 	53,118.34	 
	1/1/07-12/31/07
	 	 	10.99	 	 	 	0.00	%	 	 	12	 	 	 	53,118.34	 
	1/1/08-12/31/08
	 	 	11.21	 	 	 	2.00	%	 	 	12	 	 	 	54,181.67	 
	1/1/09-12/31/09
	 	 	11.55	 	 	 	3.00	%	 	 	12	 	 	 	55,825.00	 
	1/1/10-2/28/11
	 	 	11.90	 	 	 	3.00	%	 	 	14	 	 	 	57,516.67	 






 









 






EXHIBIT B




Estimated Per Square Foot Operating Costs




(3/1/99 — 12/31/99)




	 	 	 	 	 	 	 	 	 

	1.
	 	Real Estate Taxes	 	$	.50	 	 	 
	2.
	 	Insurance	 	 	*	 	 	 
	3.
	 	Landscape Maintenance	 	 	*	 	 	 
	4.
	 	General Maintenance	 	 	*	 	 	 
	5.
	 	Cypress Plaza CAM	 	 	.10	 	 	 
	6.
	 	Cypress Point CAM	 	 	.10	 	 	 
	7.
	 	Management	 	 	.45	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	$	1.15	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	Sales Tax @ $.065	 	 	.08	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	$	1.23	 	 	per square foot for 10 months or $5,945.00 per month








 




			
	*	 	Items 2, 3 & 4 will be managed by HGL with Alliance paying the cost thereof directly to the
provider.