ex10-1.htm


    Exhibit 10.1

     

    SCHEDULE

    


    
      	
              1.

            	
              Name
      of Tenant:

            	
              Food
      Innovations, Inc.

            
	
              2.

            	
              Tenant's
      address for notices:

            	
              1923
      Trade Center Way, Suite 1, Naples, FL. 34109

            
	
              3.

            	
              Address
      of leased premises ("Demised Premises"):

            	
              3845
      Beck Blvd, #805 and 806, Naples, Fl. 34114

            
	
              4.

            	
              Net
      Rentable Square Feet in Demised Premises:

            	
              4,000

            
	
              5.

            	
              Tenant's
      use of Demised Premises:

            	
              Off
      ice/Retail

            
	
              6.

            	
              Base
      Rent (per year):

            	
              $41,844.96

            
	
              7.

            	
              Monthly
      Installments of Base Rent for the First Year:

            	 
      
	 
      	
              (4,000
      square feet at $ per foot)

            	
              $3,487.08

            
	
              8.

            	
              Per
      annum increase in Base Rent:

            	
              N/A

            
	
              9.

            	
              CAM
      (fixed):

            	
              $644.26

            
	
              10.

            	
              Sales
      Tax:

            	
              $0.00

            
	
              11.

            	
              Real
      Estate Taxes (fixed):

            	
              $368.66

            
	
              12.

            	
              Total
      Monthly Rent for each year of lease term:

            	
              $54,000.00

            
	
              13.

            	
              Security
      Deposit payable on execution of Lease:

            	
              N/A

            
	
              14.

            	
              First
      Month Rent payable on execution of Lease:

            	
              $4,500.00

            
	
              15.

            	
              Last
      Month Rent payable 30 days after execution of lease:

            	
              $4,500.00

            
	
              16.

            	
              TOTAL
      DUE AT SIGNING:

            	
              $9,000.00

            
	
              17.

            	
              Commencement
      Date:

            	
              Occupancy
      effective January 1,2009

            
	 
      	 
      	
              Rent
      shall commence February 15,2009

            
	
              18.

            	
              Term:

            	
              36
      months from Januarv 1,2009

            
	
              19.

            	
              Option
      to Extend:

            	
              See
      Page 2 for information

            


    

    
      	
              20.

            	
              The
      Florida State sales tax and any similar local tax shall be applicable to
      the Base Rent and CAM, if any, and shall be paid by Tenant and shall be at
      the rate applicable by state and local law at the time said payments are
      due.

            


    

    
      	
              21.

            	
              Landlord's
      name and address for notices: Grand Cypress Communities,
      Inc., 3825 Beck Blvd, #721, Naples, FL 341
  14

            


    

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    22.
Additional Terms and conditions:

    


    
      	
              a.  

            	
              At
      any time prior to the end of the lease term (including any renewals
      thereof), Tenant has the option to purchase the unit from Landlord
      pursuant to the terms and conditions set forth in the attached contract
      labeled as "Exhibit A," however, any time frames contained in said
      contract shall not be applicable to the extent they are inconsistent with
      the time frames set forth in this Lease. At any time prior to the end of
      the lease term, Tenant may elect to purchase the unit from Landlord
      pursuant to the terms and conditions set forth in the attached contract.
      Any default under this lease agreement which is not cured at the time this
      purchase option is exercised shall, at the Landlord/Seller's option,
      terminate the attached contract, at which time, all parties hereto will be
      released and relieved from all obligations therein. If the Tenan/Purchaser
      elects to purchase this unit, the parties agree that the closing shall
      occur on or before that date which is thirty days from the expiration of
      the lease term, including any renewals thereof and, if the Tenant elects
      to purchase the exercise its option to purchase the unit, all Base Rent
      paid by Tenant pursuant to this lease during the initial Lease Term shall
      be applied to the purchase price. Tenant has the right to record a
      memorandum of said contract evidencing its right to purchase the
      unit.

            


    

    


    
      	
              b.  

            	
              Landlord/Seller will
      provide build-out, less the kitchen. pursuant to the attached plans
      labeled as "Exhibit B" including the providing of one 220 volt phase three
      outlet at a location determined bv Tenant, and the provision of data
      ports, cable and telephone jacks in each office. Provided, however,
      Landlord will cause the water connection and electrical conduits to be run
      to the walls in the kitchen.

            


    

    
      	
              c.  

            	Option to
      Extend:


    

    
      	
              d.  

            	
               

            


    

     

    Base Rent
lncrease following initial 36 month lease term: TBD %

     

    New
Monthly Base
Rent                                           $TBD
/ New Annual Base Rent $TBD for year four.

     

    Base Rent
lncrease following first renewal period: T B D %

     

    New
Monthly Base
Rent                                           $TBD
/ New Annual Base Rent $TBD for year five.

     

    Base Rent
lncrease year three at 0%

     

    New
Monthly Base
Rent                                           $TBD
/ New Annual Base Rent $TBD

     

    Plus Cam
- per cost at renewal

     

    Plus Real
Estate Taxes - per cost at renewal

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              LEASE
      AGREEMENT

            


    

    


    THIS
LEASE AGREEMENT (sometimes hereinafter referred to as the "Lease") is made and
entered into this 15th day of February, 2007, by and between GRAND CYPRESS
COMMUNITIES, INC., a Florida corporation (hereinafter called "Landlord"); and
Food 1nnovat ions , Inc . , (hereinafter called "Tenant").

    


    
      	
              1.  

            	
              Demise, Description,
      and Use of Premises. Subject to and upon terms, provisions,
      covenants and conditions hereinafter set forth, and each in consideration
      of the duties, covenants and obligations of the other hereunder, Landlord
      does hereby lease, demise and let from Landlord those certain premises
      (hereinafter sometimes called the "Premises" or "Leased Premises") in the
      Building located as described in the Schedule at the front of this Lease
      Agreement (the "Schedule"), comprising the area described in the Schedule,
      identified by the signatures or initials of Landlord and Tenant.
      

               

              The
      net rentable area represents Landlord's and Tenant's best conclusive
      estimate of the area comprising the Net Rentable Area of the Leased
      Premises. In no event shall any obligation owed by Tenant to Landlord
      hereunder be altered in any way if the Leased Premises should contain less
      than, or more than the total number of square feet of Net Rentable Area
      set forth in the Schedule.

            


    

    


    
      	
              2.  

            	
              Term and Lease
      Year. The Term of this Lease shall be for the period of time set
      forth in the Schedule, commencing and terminating as described in the
      Schedule. The term "Lease Year" as used herein shall mean a twelve (1 2)
      month period commencing on the first day of the Term hereof and ending on
      the last day of the twelfth full calendar month thereafter, and each
      successive twelve (12) month period shall be a Lease
  Year.

            


    

    


    
      	
              3.  

            	
              Base Rent.
      Tenant agrees to pay Landlord Base Rent without any offset or deduction
      whatsoever in lawful (legal tender for public or private debts) money of
      the United States of America at 3825 Beck Blvd, #721, Naples, FL 341 14,
      or elsewhere as designated from time to time by Landlord's written notice
      to Tenant.

            


    

    


    
      	
              a)  

            	
              Base
      Rent thereafter shall be paid on the first day of each month during the
      Lease Term. Base Rent for the first Lease Year, shall be calculated as set
      forth in the Schedule, plus applicable sales tax, due and payable in equal
      monthly installments on the first day of each and every month during the
      Lease Term.

            


    

    


    
      	
              b)  

            	
              Common Operating Cost
      Contribution. As Additional Rental, Tenant shall pay to Landlord
      the amount ownership, operation and maintenance of $644.26 as set forth on
      the Schedule attached hereto as payment to Landlord for common area
      maintenance costs together with the amount of $368.66 as set forth on the
      Schedule attached hereto as payment to Landlord for real estate
      taxes(hereinafter referred to as the "Common Operating Costs"), which
      Common Operating Costs shall include, but not limited to: (a) the real
      estate taxes and assessments, including ad valorem and non-ad valorem, and
      personal property taxes, imposed upon the Premises; (b) Landlord's cost of
      contesting any real estate and personal property taxes and assessments;
      (c) Landlord" insurance, including, but not limited to, liability
      insurance for personal injury, death, and property damage; (d) condominium
      and or property owner association assessments, dues and charges; (e) the
      maintenance, repair, and replacement of water, sewer, drainage, electric,
      and other utility lines and service sewing the Leased Premises; (f) water
      and sewer charges and electrical utilities; (g) any required licenses,
      permit fees, monitoring, compliance, or operational requirements imposed
      by any governmental authority in connection with the Premises, (h)
      lighting, heating, ventilating, and air conditioning (i) trash, refuse,
      solid waste, and garbage removal ; (j) pest control and extermination
      services; (k) reserves for deferred repairs, maintenance and replacements;
      (I) the cost of installation, maintenance, and repair of all retrofitting
      or replacement of equipment or components thereof for energy or cost
      saving purposes.

            


    

    


    
      	
              c)  

            	
              Amount Payable. The
      amount of Tenant's Common Operating Cost payment set forth above shall be
      paid to Landlord monthly, on the first day of each and every calendar
      month throughout the term (including any renewal periods) plus applicable
      sales taxes in the amount set forth
above.

            


    

    


    
      	
              d)  

            	
              Personal Property Taxes.
      Tenant shall pay, prior to delinquency, all taxes assessed or
      levied upon its business operation, and upon its leasehold interest, trade
      fixtures, furnishing, equipment, merchandise, and personal property of any
      kind owned, installed, or used by Tenant in, on, or upon the Premises, and
      all alterations, changes, and additions thereto. Where possible, the
      parties shall cause the foregoing to be assessed and billed separately
      from the tax bill for the Building. In the event any or ail of the
      foregoing shall be assessed and taxed with the real estate taxes for the
      Building, Tenant shall pay to Landlord the Tenant's share of such taxes as
      an additional Rental Payment within thirty (30) days after delivery to
      Tenant by Landlord of a statement in writing settling forth the amount of
      such real estate taxes and the portion thereof applicable to the
      foregoing.

            


    

    
      	
              e)  

            	
              Sales Tax. Tenant, and
      not Landlord, shall pay, to Landlord with each Rental Payment the Florida
      State Sales Tax and any other sales, use or excise tax due on any Rental
      Payment.

            


    

    


    
      	
              f)  

            	
              Utilities and Related Charges.
      Tenant agrees to pay for all public utility services rendered or
      furnished to the Premises during the Lease Term and shall cause all
      utilities to be connected in Tenant's
name.

            


    

    


    
      	
              g)  

            	
              Insurance. Tenant
      shall, during the Lease Term, at its sole cost, risk and obligation, keep
      in full force and effect a policy of public liability and property damage
      insurance with respect to the Premises, and the business conducted by
      Tenant and any subtenants of Tenant in the Premises, in which the limits
      of public liability and property damage insurance shall be not less than
      One Million Dollars ($1,000,000) combined single limit. Tenant shall also
      carry fire and extended coverage insurance for the full replacement value
      of all improvements, alterations, additions and partitions whether made or
      installed by Landlord or Tenant in the Premises; Tenant's personal
      property including, but not limited to, inventory, trade fixtures,
      equipment, furnishings and other personal property together with insurance
      against sprinkler damage, vandalism, theft and malicious mischief; and any
      and all other coverage which Tenant desires to carry or is required to
      carry by law. The policy shall include Landlord , and any persons, firms
      or corporations having an insurable interest designated by Landlord from
      time to time, as additional insured, and shall contain a clause that the
      insurer will not cancel or change the insurance without first giving the
      Landlord thirty (30) days prior written notice. The insurance shall be in
      an insurance company licensed to do business in the State of Florida and
      approved by Landlord. A copy of the policy or certificate of insurance
      shall be delivered to Landlord prior to delivery of possession of the
      Premises to Tenant and thereafter within thirty (30) days prior to the
      expiration of the term of each said policy. If Tenant fails to furnish
      Landlord with a copy of any insurance policy required to be furnished by
      Tenant to Landlord when due and such failure continues for ten (10) days
      after written notice from Landlord, Landlord may assess and collect an
      administrative fee of Twenty-Five and 00/100 Dollars ($25.00) for each day
      such policy or certificate has not been received in the office of Landlord
      at the close of each business day. Additionally, if Tenant refuses or
      neglects to secure and maintain insurance policies complying with the
      provisions of this Paragraph, Landlord may, but shall not be required to,
      secure and maintain such insurance policies and Tenant shall pay the cost
      thereof to Landlord, as Additional Rent, upon
  demand.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              h)  

            	
              Indemnification of Landlord.
      Tenant shall indemnify Landlord and Landlord's agents and save it
      harmless from and against any and all claims, actions, damages, liability
      and expense in connection with loss of life, personal injury and/or damage
      to property arising from or out of any occurrence in, upon or at the
      Premises, or the occupancy or use by Tenant of the Premises and Common
      Area or any part thereof, or occasioned wholly or in part by any act or
      omission of Tenant, its agents, contractors, employees, servants, tenants
      or concessionaires. In the event Landlord and/or its agents shall, without
      fault on their part, be made party to any litigation commenced by or
      against Tenant, then Tenant shall protect and hold Landlord and/or its
      agents harmless and shall pay all costs, expenses and reasonable attorney
      fees that may be incurred or paid by Landlord and/or its agents in
      connection with such litigation.

            


    

    


    
      	
              i)  

            	
              Indemnification
      of Tenant.
      Landlord shall indemnify Tenant and Tenant's agents and save it
      harmless from and against any and all claims, actions, damages, liability
      and expense in connection with loss of life, personal injury and/or damage
      to property arising from or out of any occurrence in, upon or at the
      Building or the Common Elements, or any part thereof, or occasioned wholly
      or in part by any act or omission of Landlord, its agents, contractors,
      employees, servants, tenants or concessionaires. In the event Tenant
      and/or its agents shall, without fault on their part, be made party to any
      litigation commenced by or against Landlord, then Landlord shall protect
      and hold Tenant and/or its agents harmless and shall pay all costs,
      expenses and reasonable attorney fees that may be incurred or paid by
      Tenant and/or its agents in connection with such
    litigation.

            


    

    


    
      	
              j) 
       

            	 


    

    


    
      	
              k)  

            	
              Limitation
      on Landlord's Liability. Landlord and
      Landlord's agent and employees shall not be liable to Tenant or to anyone
      claiming under Tenant for damage to person or property resulting from (a)
      equipment or appurtenances becoming out of repair; (b) Tenant's failure to
      keep the Premises in repair; (c) injury done or occasioned by wind; (d)
      any defect in or failure of the sprinkler system, plumbing, heating or air
      conditioning equipment, electric wiring or installation thereof, gas,
      water, steam, pipes, stairs, porches, railings, or walks; (e) broken
      glass; (f) the backing up of any sewer pipe or downspout; (g) the
      bursting, leaking or running over of any tank, tub, washstand, water
      closet, waste pipe, drain, or any other pipe or tank, in or upon the
      Building or Premises, or noxious odors resulting therefrom, or the escape
      of steam or hot water; (h) water, or ice being upon or coming through the
      roof, skylight, trap door, stairs, walks or any other place upon or near
      the Building or Premises or otherwise; (i) the falling of any fixtures,
      plaster, or stucco; (j) any act, omission, or negligence of co-tenants or
      other persons or occupants of the Building or of adjoining or contiguous
      buildings or of owners of adjacent or contiguous property of Landlord; and
      (k) any act which might be considered directly caused by rodents, insects,
      bugs, or pests in general. Landlord agrees that Landlord and Landlord's
      agents shall be responsible, however, for their negligent acts hereunder,
      but only to the extent that any such damage or liability is not covered by
      perils against which Tenant is not required by this Lease to
      insure.

            


    

    


    
      	
              l)  

            	
              Mutual
      Waiver of Subrogation. Regardless of any
      other provision hereof, each of the parties hereto hereby waives all
      claims against the other for loss or damage to its real and personal
      property located at or within the Building, resulting from fire or from
      risks included within the standard extended coverage endorsement and the
      vandalism or malicious mischief endorsement of the insurance required
      herein to be carried, provided the insurance is not invalidated by such
      waiver.

            


    

    


    
      	
              m)  

            	
              Landlord's
      Right to Pay Premiums on Behalf of Tenant. All of the
      policies of insurance referred to herein shall be written in form
      satisfactory to Landlord and by insurance companies satisfactory to
      Landlord. All such insurance policies shall, to the extent available at no
      additional cost, expressly waive any right of subrogation of the insurer
      against Landlord and the holder of any mortgages encumbering the Premises.
      Tenant shall pay all of the premiums therefore and deliver such policies,
      or certificates thereof, to Landlord; and, in the event of the failure of
      Tenant either to effect such insurance in the names herein called for or
      to pay the premiums therefore or to deliver such policies, or certificates
      thereof, to Lessor, Landlord shall be entitled, but shall have no
      obligation, to effect such insurance and pay the premiums therefore, which
      premiums shall be repayable to Landlord with the next installment of
      rental, failure to repay the same carrying with it the same consequence as
      failure to pay any installment of rental. The insurance policy or policies
      required hereunder shall name Landlord and Tenant as insureds as their
      interests may appear, and each insurer shall agree by endorsement on the
      policy or policies issued by it or by independent instrument furnished to
      Landlord that it will give Landlord thirty (30) days written notice before
      the policy or policies in question shall be altered or canceled. Landlord
      agrees that it will not unreasonably withhold its approval as to the form
      or to the insurance companies selected by Tenant. The insurer of any
      policies required hereunder shall be qualified to do business in the State
      of Florida and shall have a "Best" rating of A or
  better.

            


    

    


    
      	
              n)  

            	
              Definition
      of Full Replacement Value. The term "full
      replacement value" of improvements as used herein shall mean the actual
      replacement cost thereof from time to time. Tenant shall be required to
      pay Landlord interest at the rate of twelve (12%) percent per annum on any
      Rental due that remains unpaid for five (5) days after its due
      date, together with any costs of collection incurred by
      Landlord.

            


    

    


    
      	
              4.  

            	
              Base Rent and
      Additional Rent Increase. Base Rent and Additional Rent shall
      remain the same during the entire lease term and any renewal periods set
      forth in this lease.

            


    

    


    
      	
              5.  

            	
              Option to
      Extend. Tenant shall have the right, to be exercised as hereinafter
      provided, to extend the Term ("Extended Term") of this Lease as set forth
      in the Schedule on the following terms and
  conditions:

            


    

    


    
      	
              a)  

            	
              No
      default is existing or continuing in the performance of any of the terms
      of this Lease.

            


    

    


    
      	
              b)  

            	
              The
      Extended Term shall be on the same terms, covenants and conditions as
      provided in this Lease, except that there shall be no privilege to extend
      the Term of this Lease for any period of time beyond the expiration of the
      Extended Term described in the
Schedule.

            


    

    


    
      	
              c)  

            	
              At
      least three (3) months prior to the expiration of each of the initial term
      and each option period, Tenant shall notify Landlord, in writing, of its
      election to exercise the right to extend the Term of this Lease. In the
      event that Tenant should fail to timely exercise Tenant's any option to
      extend the Term of this Lease, then any subsequent option to extend shall
      automatically terminate.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              6.  

            	
              On
      the timely giving of any notice of election, this Lease, subject to the
      terms of this provision, shall be deemed to be extended and the Term
      thereof extended for the period as set forth in the Schedule, from the
      date of expiration of the prior term, without the execution of any further
      lease agreement. Reserved.

            


    

    


    
      	
              7.  

            	
              Warranties of Title
      and Quiet Possession. Landlord covenants that Landlord is seized of
      the Premises in fee simple and has full right to make this Lease, and that
      Tenant shall have quiet and peaceable possession of the Premises during
      the term hereof.

            


    

    


    
      	
              8.  

            	
              Delivery of
      Possession. If Landlord, for any reason whatsoever, cannot deliver
      possession of the Premises to Tenant at the commencement of the Lease
      Term, as herein before specified, Tenant may, at its option, cancel or
      terminate this Lease and receive a refund of all monies paid hereunder,
      Landlord be liable to Tenant for any loss or damage resulting therefrom
      unless Landlord's failure to deliver possession is the result of
      Landlord's failure to diligently pursue and complete its work necessary to
      deliver possession; in the event Tenant does not terminate this Lease,
      there shall be a proportionate reduction of rent covering the period
      between the commencement of the Lease Term and the time when Landlord can
      deliver possession, and Tenant shall receive from Landlord one day of free
      rent for each day of any such
delay.

            


    

    


    
      	
              9.  

            	
              Limits of
      Representations. Other than Landlord's obligation to provide the
      build-out of the Premises as set forth on the Schedule, neither Landlord
      nor Landlord's agents have made any representations, warranties or
      promises with respect to the Premises or this Lease, except as set forth
      in this Lease.

            


    

    


    
      	
              10.  

            	
              Permitted and
      Prohibited Uses of Demised
Premises

            


    

    


    
      	
              a)  

            	
              The
      Premises shall be used and occupied solely and exclusively as set forth in
      the Schedule, and for no other
purpose.

            


    

    


    
      	
              b)  

            	
              Tenant
      shall not use or permit the Premises, or any part thereof, to be used for
      any purpose or purposes other than the purpose or purposes for which the
      Premises are hereby leased; and no use shall be made or permitted to be
      made of the Premises, or acts done, which will cause a cancellation of any
      insurance policy covering the building located or to be located on the
      Premises, or any part thereof, nor shall Tenant sell, or permit to be
      kept, used, or sold, in or about the Premises, any article which may be
      prohibited by the standard form of fire insurance policies. Tenant shall,
      at its sole cost, comply with all requirements pertaining to the Premises,
      of any insurance organization or company, necessary for the maintenance of
      insurance, as herein provided, covering any building and appurtenances at
      any time located on the Premises.

            


    

    


    
      	
              c)  

            	
              Tenant
      shall not use or permit the Leased Premises, or any part thereof, to be
      used in any fashion which violates any law, statute, or regulation, or
      which violates any law, statute, or regulation, or which violates any of
      the documentation establishing the condominium regime in which the Leased
      Premises are located. In particular and without limitation, Tenant shall
      not bring onto, store upon, hold, maintain, use, emit, or release from the
      Premises, any Hazardous Substance (hereinafter defined), nor allow anyone
      else to do so. For purpose of this Lease Agreement, "Hazardous Substance"
      shall mean and include any oil, hazardous substance, hazardous material,
      hazardous waste, pollutant, contaminant, dangerous waste, extremely
      hazardous waste, toxic waste, asbestos, or air pollution, as such terms or
      similar terms as now or hereafter defined, used, or understood in or under
      any federal, state, county, city, or other governmental statue, rule,
      ordinance, order, or regulation which relates in any way to the protection
      of the environment. Tenant shall indemnify and hold Landlord, and
      Landlord's successors, assigns, officers, directors and agents harmless
      from and against any claim, cost, damage, or expense, including attorneys'
      fees, response costs and penalties, in the event Tenant should breach any
      of the foregoing provisions.

            


    

    


    
      	
              11.  

            	
              Waste and Nuisance
      Prohibited. Tenant shall not commit, or suffer to be committed, any
      waste on the Premises, or any nuisance. The dumpsters are intended for
      office waste only.

            


    

    


    
      	
              12.  

            	
              Fixtures. All
      trade fixtures installed by Tenant on the Premises shall be new or
      completely reconditioned and shall remain Tenant's personal property,
      subject to Landlord's statutory lien for unpaid rent.  At the
      expiration of the Lease Term, Tenant may remove all its personal property
      that is removable without injury to or defacement of the Premises, but
      only if all rents and other charges are paid in full and Tenant is not
      otherwise in default under this Lease; and further provided that any
      damage to the Premises resulting from such removal shall be simultaneously
      repaired at Tenant's sole expense. Tenant agrees that all personal
      property installed by Tenant in the Premises shall be at Tenant's sole
      risk and/or those claiming under Tenant. Landlord shall not be responsible
      to Tenant, or liable to Tenant for any loss resulting to Tenant caused in
      any manner whatsoever, unless such loss is the result of the negligence of
      Landlord.

            


    

    


    
      	
              13.  

            	
              Abandonment of
      Premises. Tenant shall not vacate or abandon the Premises at any
      time during the Lease Term hereof. If Tenant shall abandon, vacate or
      surrender the Premises, or be dispossessed by process of law, or
      otherwise, any personal property belonging to Tenant and left on the
      Premises shall be deemed to be abandoned, at the option of Landlord,
      except such property as may be encumbered to
  Landlord.

            


    

    


    
      	
              14.  

            	
              Landlord's Right of
      Entry. Tenant shall permit Landlord and the agents and employees of
      Landlord to enter into and upon the Premises at all reasonable times for
      the purpose of inspecting the same, or for the purpose of posting notices
      of non-responsibility for alterations, additions, or repairs without any
      rebate of rent and without any liability to Tenant for any loss of
      occupation or quiet enjoyment of the Premises thereby occasioned,
      provided, however, Landlord shall provide advance written notice to Tenant
      if Landlord intends to access Tenant's Premises during its normal business
      hours, except in the case of an emergency, for which no Landlord notice
      shall be required, and shall permit Landlord and its agents and employees,
      at any time within the last three (3) months prior to the expiration of
      this Lease or any renewals thereof, to place on the Premises any usual or
      ordinary "To Let", "To Lease", or "For Sale" signs and exhibit the
      Premises to prospective tenants at reasonable hours upon advance written
      notice to Tenant, and provided further that such actions to not
      unreasonably interfere with Tenant's use of the
  Premises.

            


    

    


    
      	
              15.  

            	
              Assignment Ineffective
      Without Consent.

            


    

    


    
      	
              a)  

            	
              Except
      as described below, Tenant shall not have the right at any time to
      mortgage or assign this Lease or to grant any sublease, concession or
      license, or to make any other assignment of its interest without the prior
      written consent of Landlord, which consent shall not be unreasonably
      withheld or delayed. If Landlord does not elect to exercise its right of
      recapture described below, Landlord's consent to a proposed assignment
      will not be unreasonably withheld if the proposed assignee, sublessee,
      licensee or concessionaire has a net worth and financial and business
      reputation satisfactory to Landlord (and at least equal to or exceeding
      that of Tenant as of the date hereof), and if such proposed transferee
      expressly, in writing, assumes and agrees to perform all of Tenant's
      obligations under this Lease and to be bound by all of the terms and
      conditions of this Lease. Consent by Landlord to one or more assignments,
      subletting or transfers shall not operate to exhaust Landlord's rights
      under this section, nor shall Landlord's consent to any assignment in any
      way operate to release Tenant from any of its obligations under this
      Lease. Any attempt at assignment, subletting, mortgage or the granting of
      any unauthorized concession or license by Tenant, voluntary or
      involuntary, without such prior written consent, shall be void and of no
      force and effect; and Landlord's acceptance of rent from any party other
      than the named Tenant shall never be construed as Landlord's consent to
      any such unauthorized transfer but shall be deemed to be acceptance of
      payments made on behalf of Tenant.

            


    

    


    
      	
              b)  

            	
              The
      transfer of Tenant's assets, stock or controlling interest shall be viewed
      as an assignment of this Lease.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              16.  

            	
              Reserved.

            


    

    


    
      	
              17.  

            	
              Common Areas
      Defined. The term "Common Areas" shall mean all areas, space,
      facilities, equipment, signs and special services from time to time made
      available by Landlord for the common and joint benefit of Landlord, Tenant
      and other tenants and occupants of the Building, and includes customer
      parking areas, employee parking areas, sidewalks, ramps, service roads,
      delivery areas, landscape areas, retaining or buffer walls, underground
      utilities, sewers and drains, and any other facilities provided for the
      general or beneficial use of the tenants or occupants of the
      Building.

            


    

    


    
      	
              18.  

            	
              Grant of Use of Common
      Areas. Landlord grants to Tenant and its employees and invitees
      during the Lease Term, together with and subject to the same rights of
      other tenants, and occupants and unit owners of the Building, the right to
      use the Common Areas for their respective intended purposes, subject to
      the Rules and Regulations of the Landlord and the applicable condominium
      association, as the same may be amended or modified from time to
      time.

            


    

    


    
      	
              19.  

            	
              Employee
      Parking. Tenant agrees that it shall cause Tenant and its employees
      to park their vehicles at places which Landlord or the applicable
      condominium association may designate for employee parking. Should Tenant
      fail to cause Tenant or its employees to park in designated employee
      parking areas. If Tenant or its employees park their vehicles in any areas
      other than the employee parking area designated by the Landlord, Landlord
      may in its sole discretion tow such vehicles at Tenant's
      expense.

            


    

    


    
      	
              20.  

            	
              Repairs and
      Destruction of Improvements.

            


    

    


    
      	
              a)  

            	
              Maintenance of
      Improvements. Tenant shall throughout the Lease Term, at its own
      cost and without any expense to Landlord, keep and maintain the Leased
      Premises, including all improvements of every kind which may be a part
      thereof and all appurtenances thereto, in good condition and repair.
      Landlord shall not be obligated to make any repairs, replacements, or
      renewals of any kind, nature, or description whatsoever to the Leased
      Premises following Landlord's construction of the improvements described
      below. Tenant shall also comply with and abide by all federal, state,
      county, municipal, and other governmental statutes, ordinances, laws, and
      regulations affecting the Leased Premises, the improvements thereon, or
      any activity or condition on or in such Leased
  Premises.

            


    

    


    
      	
              b)  

            	
              Obligations and Rights
      Upon Casualty. In the event that the Building shall be damaged or
      destroyed by fire or other casualty insurable under standard fire and
      extended coverage insurance (which is not caused by Tenant's intention
      acts, willful misconduct or gross negligence) and neither Landlord nor
      Tenant elect to terminate this Lease as hereinafter provided, Landlord
      shall proceed with reasonable diligence and at its sole cost and expense
      to rebuild and repair the Building. If the Building shall (a) be destroyed
      or substantially damaged by a casualty not covered by Landlord's
      insurance; or (b) be destroyed or rendered untenable to an extent in
      excess of twenty-five percent (25%) of the first floor area by a casualty
      covered by Landlord's insurance; or (c) be destroyed or substantially
      damaged during the last year of the Lease Term; or (d) be destroyed or
      substantially damaged and the holder of a mortgage deed of trust or other
      lien on such building at the time of the casualty elects, pursuant to such
      mortgage, deed of trust or other lien, to require the use of all or part
      of Landlord's insurance proceeds in satisfaction of all or part of the
      indebtedness secured by the mortgage, deed of trust or other lien, then
      Landlord may elect to either terminate this Lease as hereinafter provided
      or to proceed to rebuild and repair the Building. Should Landlord elect to
      terminate this Lease it shall give written notice of such election to
      Tenant within sixty (60) days after the occurrence of such casualty. If
      Landlord should not elect to terminate this Lease, Landlord shall proceed
      with reasonable diligence and at its sole cost and expense to rebuild and
      repair the Building. In the event such repairs are not commenced within
      sixty (60) days after Landlord elects to make such repairs, Tenant may, at
      its option cancel this Lease. Additionally, in the event the repairs are
      not completed within one hundred fifty days (150) days after commencement,
      Tenant may terminate this Lease. In the event of any damage or destruction
      to the Premises, Tenant shall, upon notice from Landlord, forthwith
      remove, at Tenant's sole cost and expense, such portion or all of Tenant's
      trade fixtures and all other personal property belonging to Tenant from
      such portion or all of the Premises as Landlord shall request. During the
      period from the occurrence of the casualty until Landlord's repairs are
      completed, the Base Rent shall be reduced proportionately as to that
      portion of the Premises are untenable; however, there shall be no
      abatement of Additional Rent
payments.

            


    

    


    
      	
              c)  

            	
              Restoration.
      Landlord's obligation to rebuild and repair under this section is limited
      to restoring the Building. Landlord shall have no obligation to restore
      the Leased Premises to substantially the condition in which the same
      existed prior to such casualty. Tenant agrees that promptly after
      completion of restoration of the Building by Landlord, Tenant will proceed
      with reasonable diligence and at Tenant's sole cost and expense to
      restore, repair and replace all improvements, alterations, additions,
      trade fixtures, signs, equipment and other personal property comprising
      the Leased Premises in a condition to at least equal to that prior to its
      damage and destruction. The proceeds of all insurance carried by Tenant
      for reconstruction of said improvements and personally shall be held in
      trust by Tenant for the purpose of such repair and
      replacement.

            


    

     

    21. Tenant's
Work.

    


    (a)           Tenant's
Work shall be deemed to be all of that work necessary to completely improve the
Premises over and above the condition in which the Premises currently exist..
Tenant will be responsible for obtaining any building permit required by any
controlling governmental authority in connection with Tenant's Work, and
Tenant's Work shall be performed in conformance with all controlling
governmental ordinance, law, statutes, rules and regulations, and in conformance
with any building permit issued by an controlling governmental authority. All of
Tenant's Work shall be performed pursuant to properly and competently prepared
plans and specifications, and by qualified, licensed and insured contractors and
subcontractors. Landlord reserves the right to approve and disapprove,
workmanship and construction, and completion of improvements. Tenant agrees to
perform and cause Tenant's contractor and subcontractors to perform Tenant's
Work in a manner so as not to damage, delay, or interfere with any work being
performed by Landlord or its contractors in the Premises or in or about any
other portion of the Building, and to comply with all construction procedures
and regulations described by Landlord for Tenant's Work and the coordination of
such work with any work being performed by Landlord and its contractors.
Landlord's current Building Standards for flooring, ceiling, lighting and other
improvements (all of which Building Standards have been discussed with, and
approved by, Tenant) shall apply to all improvements constructed.

    


    (b)           
Approval of Plans and
Specifications for Tenant's Work. Tenant shall prepare and submit to
Landlord, for Landlord's approval which shall not be unreasonably withheld,
professionally prepared plans and specifications for Tenant's Work, which shall
be in such detail as Landlord may reasonably require and shall include all
improvements to be constructed by Tenant. Within fifteen (15) days after the
plans and specifications are delivered to Landlord, Landlord shall approve or
notify Tenant in writing of any objections to same, and if Landlord fails to
notify Tenant in writing of its objections within said fifteen (15) day period,
Landlord shall be deemed to have approved the plans and specifications. Tenant
shall have ten (10) days after receipt of Landlord's written objections to the
detailed plans and specifications to revise same so as to satisfy any reasonable
objections of Landlord, and in connection therewith shall be required to
incorporate any reasonable changes requested by Landlord. If the parties are
unable, in good faith, to resolve any dispute as to the plans and specifications
within said ten (10) day period, then Landlord shall have the right to accept
Tenant's Plans and Specifications as previously submitted by Tenant, or to
terminate this Lease upon written notice to Tenant, in which event all deposits
shall be returned to Tenant and the parties shall be relieved of any further
obligations or liabilities hereunder; provided, however, that in the event
either party shall act in bad faith in connection with the preparation or
approval of any plans or specifications, such party acting in bad faith shall be
deemed to have breached its obligation under this Lease.

    


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    (c)           Completion of Tenant's
Work. Upon completion of Tenant's Work, Tenant shall obtain lien waivers
for all contractor, subcontractors and suppliers, and Tenant shall provide
Landlord with copies of such lien waivers and with any other evidence reasonably
required by and satisfactory to Landlord that Tenant's Work has been paid for.
It shall also be the sole responsibility of Tenant to obtain a Certificate of
Occupancy for any of Tenant's Work, or other similar document issued by the
controlling governmental agency which allows Tenant to open the Premises to the
public, and a copy of same shall be provided to Landlord.

    


    (d)           
Conformance to Codes
and Insurance Regulations. Any and all construction, improvements,
additions, and modifications made and or installed by either Landlord or Tenant
shall be made or installed to conform to the minimum requirements of the
insurance service office of the state having jurisdiction, insuring companies,
the National Fire Protection Association, the national Board of Fire
Underwriters, and all federal, state and municipal codes. All work will meet or
exceed minimum requirements of The Americans with Disabilities Act (ADA) where
applicable. Failure to conform to such minimum standards by Tenant shall
constitute a default on the part of Tenant and if within twenty (20) days,
Tenant has not commenced to cure and diligently pursues such curative action to
completion, Landlord may declare Tenant in default hereunder.

    


    (e)           
Tenant
Alterations. Tenant agrees not to make any alterations or additions that
would materially change the Premises or the appearance of same from that
previously approved by Landlord, nor to install any additional equipment therein
without, in each instance, obtaining the prior written consent of Landlord. All
alterations and additions to the Premises shall be made in accordance with all
applicable laws, and where applicable, Tenant shall be required to obtain all
necessary governmental permits prior to commencing. In the event of making such
alterations or additions as herein provided. Tenant hereby indemnifies and holds
Landlord harmless from all expenses, liens, claims, or damages, to either
persons or property or the Premises, arising out of or resulting from the
undertaking, making of, or the existence of such alterations or additions. In
the event Tenant, at any time during the Lease Term, removes any of its trade
fixtures, any damage caused by such removal shall be repaired and the trade
fixtures shall be replaced within three (3) business days with fixtures of
similar quality and sufficient quantity to conduct Tenant's
business.

    


    (f)           Signs. All signs must
be approved in writing by Landlord and any condominium or property owner's
association. Tenant agrees to maintain such signs in a good state of repair and
to hold Landlord harmless from any loss, cost, or damage as a result of the
erection, existence, maintenance, or removal. For purposes of obtaining
Landlord's approval, Tenant shall submit sign plans in duplicate on scale
drawings, showing the size, colors, materials, and proposed mounting details,
location, and specification, prepared by a qualified sign company or a licensed
architect to Landlord. Upon termination of the Lease, Tenant agrees to remove
all exterior signs from the Premises at Tenant's expense and to repair any
damages to the Premises, Building or Common Areas caused by installation,
existence or removal of said exterior signage. Such removal and repair is to be
performed by a licensed sign company or contractor approved by Landlord prior to
exterior signage removal. If the removal of any sign causes any damage to the
Premises, Building, or Common Areas, Tenant agrees to either repair such damage
or to compensate Landlord for same. If Tenant fails to remove any sign upon
termination of this Lease, then such sign shall become the property of the
Landlord, and Tenant shall pay for the cost of removing same, and any damage
caused thereby upon written demand by Landlord.

    


    (g)           Tenant General Construction
Requirements. Tenant and its contractors and

    subcontractors
shall perform the construction or alterations in such manner so as not to
obstruct access to the premises of any other tenant in the Building or to any
part of the Common Areas; nor shall the performance of such original
construction or subsequent alterations interfere with the transaction of
business in the Building or disrupting any of other tenant's building services
or equipment. Should Landlord determine that the performance of the original
construction or subsequent alterations interferes with or disrupts business in
the Building for reasons such as dust, noise, odors, debris, etc., then Landlord
may direct Tenant to perform such work after normal business hours. In the event
Tenant, Tenant's contractors, or anyone acting for and on

    behalf of
Tenant, causes or leaves debris, garbage or refuse in Landlord's premises or
outside the Premises, during original construction or alteration and fails to
immediately clean up the same, Landlord may in its sole discretion cause the
same to be done and bill Tenant for its costs (Including without being limited
to the same; labor,
material, outside services and use of equipment). Payment for any such billing
shall be due upon demand.

    


    
      


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    22.           
Liens.

    


    (a)           Tenant's Duty to Keep
Premises Free of Liens. Tenant shall keep all of the Leased Premises and
every part thereof free and clear of any and all mechanics', materialmen's, and
other liens for or arising out of or in connection with work or labor done,
services performed, or materials or appliances used or furnished for or in
connection with any operations of Tenant, any alteration, improvement, or
repairs or additions which Tenant may make or permit or cause to be made, or any
work or construction by, for, or permitted by Tenant on or about the Premises,
or any obligations of any kind incurred by Tenant; and Tenant shall at all times
promptly and fully pay and discharge any and all claims upon which any such lien
may or could be based and to indemnify Landlord and all of the Premises, and
improvements thereon, against all such liens and claims of liens and suits or
other proceedings pertaining thereto. Tenant shall give Landlord written notice
no less than ten (10) days in advance of the commencement of any construction,
alteration, addition, improvement, or repair in order that Landlord may post
appropriate notices of Landlord's non-responsibility.

    


    Nothing
in this Lease shall be construed as in any way constituting a consent or request
by Landlord, express or implied, by inference or otherwise, to any contractor,
subcontractor, laborer, or materialman for the performance of any labor or the
furnishing of any materials for any specific or general improvement, alteration,
or repair of or to the Premises or improvement thereon or to any part thereof.
Pursuant to Section 713.10, Fla. Stat., it is the intent of the parties hereto
that Landlord's interest in the Premises shall not be subject to any liens filed
because of Tenant's failure to make payments in connection with any buildings or
improvements installed or constructed on the Premises. The Memorandum of this
Lease provided for below shall expressly give notice of and prohibit such
liability by Landlord. Tenant shall notify in writing any contractor making any
such improvements of this prohibition of Landlord's liability prior to entering
into any contract for the construction of such improvements, and Tenant shall
give Landlord written evidence of such notice to contractor within ten (10) days
after receipt of request by Landlord for such evidence.

    


    (b)           
Contesting
Liens. If Tenant desires to contest any such lien, it shall notify
Landlord of its intention to do so within ten (10) days after the filing of such
lien. In such case, and provided that Tenant shall, on demand, protect Landlord
by a good and sufficient surety bond against any such lien and any cost,
liability, or damage arising out of such contest, Tenant shall not be in default
hereunder until ten (10) days after the final determination of the validity
thereof, within which time Tenant shall satisfy and discharge such lien to the
extent held valid; but the satisfaction and discharge of any such lien shall not
in any case be delayed until execution is had on any judgment rendered thereon,
and such delay shall be a default of Tenant hereunder. In the event of any such
contest, Tenant shall protect and indemnify Landlord against all loss, expense,
and damage resulting therefrom.

    


    23.           Indemnification of
Landlord. Landlord shall not be liable for any loss, injury, death, or
damage to persons or property which at any time may be suffered or sustained by
Tenant or by any person who may at any time be using or occupying or visiting
the Premises or be in, on, or about the same, whether such loss, injury, death,
or damage shall be caused by or in any way result from or arise out of any act,
omission, or negligence of Tenant or of any occupant, subtenant, visitor, or
user of any portion of the Premises, or shall result from or be caused by any
other matter or thing whether of the same kind as or of a different kind than
the matters or things above set forth; and Tenant shall indemnify Landlord
against all claims, liability, loss or damage whatsoever on account of any such
loss, injury, death, or damage, including court costs, attorneys' fees expended
or incurred in connection therewith, including time charged by paralegal or
other staff members operating under the supervision of an attorney, and such
costs as photocopying and depositions, whether at trial or on appeal, incurred
by Landlord in enforcing this indemnity. Tenant hereby waives all claims against
Landlord for damages to the Building and improvements that are now or hereafter
placed or built on the Premises and to the property of Tenant in, on, or about
the Premises and for injuries to persons or property in or about the Premises
from any cause arising at any time. The two preceding sentences shall not apply
to loss, injury, death, or damage arising by reason of the negligence or
intentional misconduct of Landlord, its agents, or employees.

    


    
      


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    24.            Prohibition of Involuntary
Assignment; Effect of Bankruptcy or Insolvency.

    


    (a)           Prohibition of lnvoluntary
Assignment. Neither this Lease nor the leasehold estate of Tenant nor any
interest of Tenant hereunder in the Premises or improvements thereon shall be
subject to involuntary assignment, transfer, or sale, or to assignment,
transfer, or sale by operation of law in any manner whatsoever (except through
statutory merger or consolidation, or devise, or interstate succession); and any
such attempt at involuntary assignment, transfer, or sale shall be void and of
no effect.

    


    (b)           Effect of Bankruptcy.
Without limiting the generality of the provisions of the preceding Paragraph (a)
of this Section, Tenant agrees that in the event any proceedings under the
Federal Bankruptcy Code or any amendment thereto be commenced by or against
Tenant, and, if against Tenant, such proceedings shall not be dismissed within
ninety (90) days, or in the event Tenant is adjudged insolvent or makes an
assignment for the benefit of its creditors, or if a receiver is appointed in
any proceeding or action to which Tenant is a party, with authority to take
possession or control of the Premises or the business conducted thereon by
Tenant, and such receiver is not discharged within a period of thirty (30) days
after his appointment, any such event or any involuntary assignment prohibited
by the provisions of the preceding

    Paragraph
(a) of this Section shall be deemed to constitute a breach of this Lease by
Tenant and shall, at the election of Landlord but not otherwise, without notice
or entry or other action of Landlord, terminate this Lease and also all rights
of Tenant under this Lease and in and to the Premises and also all rights of any
and all persons claiming under Tenant.

    


    25.           Eminent Domain. If
the whole of the Premises or such portion thereof as will make the Premises
unusable for the purposes herein leased be condemned by and legally constituted
authority for any public use or purpose, then in either of said events the term
hereby granted shall cease from the time when possession thereof is taken by
public authorities; and rental shall be accounted for between Landlord and
Tenant as of that date. Any lesser condemnation shall in no way affect the
respective rights and obligations of Landlord and Tenant hereunder. It is
expressly agreed that Tenant shall not have any right or claim to any part of
any award made to or received by Landlord for such taking.

    


    26.           Subordination and
Attornment. It is understood and agreed that the Premises are or will be
and remain subject to a mortgage or mortgages to secure indebtedness of Landlord
to the mortgagee(s) thereunder. In order to further secure said indebtedness,
Landlord and Tenant hereby covenant, subject to Tenant's right of quiet
enjoyment provided below and Tenant's option to purchase provided in this Lease,
for themselves and for the benefit of said mortgagee(s) that this Lease shall be
subject and subordinate to any mortgage(s) which may now or hereafter affect the
Premises and to all advances made or to be made thereunder, and to any renewals,
extensions, modifications or replacements thereof, including any increases in
the amount secured thereby, or supplements thereto; provided, however, that
without limiting any of the foregoing provisions, in the event that by reason of
any default on the part of Landlord any mortgagee succeeds, to the interest of
Landlord hereunder, then, this Lease shall nevertheless continue in full force
and effect, and Tenant shall and does hereby agree to attorn to such mortgagee
and to recognize such mortgagee as Landlord. Tenant hereby constitutes and
appoints Landlord and or the mortgagee as Tenant's attorney-in-fact to execute
and deliver any such agreement of attornment for and on behalf of Tenant. It is
further covenanted that the provisions of any such mortgage(s) shall govern with
respect to the disposition of proceeds of insurance or condemnation or eminent
domain awards.

    


     Upon
an attornment by Tenant as provided above, this Lease shall continue in full
force and effect as a direct lease between Tenant and the mortgagee or purchaser
except that such mortgagee or purchaser shall not be (a) liable for any previous
act or omission by Landlord under this Lease, (b) subject to any offset of rent
which shall have accrued previously to Tenant against Landlord, (c) bound by any
previous modification of this Lease not expressly provided for herein, or (d)
bound by any previous prepayment of rent for a period greater than sixty (60)
days, unless such modification or prepayment shall have been expressly approved
in writing by the applicable mortgagee.

    


     In
the event of any act or omission by Landlord which would give Tenant the right
to terminate this lease, Tenant shall not exercise any such right until it shall
have given thirty (30) days' prior written notice thereof to the mortgagee(s),
during which time Landlord and the mortgagee(s), their agents or
employees,

    


    
      


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    shall be
entitled to enter the Premises and do therein whatever may be necessary to
remedy the default by Landlord. This provision is included to advance the credit
and financial future of the Premises and shall inure to the benefit of the
successors and assigns of any present or future mortgagee(s) of the Premises
and/or any purchaser of the Premises after default and entry or reentry pursuant
to agreement, legal proceedings, or sale, and to the heirs, representatives,
successors or assigns of such purchaser. Provided, however, Tenant shall only be
obligated to give notice to such lender whose name, address and contact
information is supplied to Tenant by Landlord.

    


    27.           
Quiet
Environment. Landlord hereby covenants and agrees that if Tenant shall
perform all the covenants and agreements herein stipulated to be performed on
Tenant's part, Tenant shall at all times during the continuance hereof have the
peaceable and quiet enjoyment and possession of the Premises without any
hindrance from Landlord or any person or persons lawfully claiming the
Premises.

    


    28.           Estoppel Letters.
Tenant, upon demand at any time or times, shall execute, acknowledge and deliver
to Landlord, without expense to Landlord, any and all instruments that may be
necessary or proper to subordinate this Lease and Tenant's rights hereunder to
the lien of any mortgage or mortgages that may now or hereafter affect the
Premises or any part thereof, and/or to certify the fact that this Lease is in
good standing or to specify any defaults which Tenant may then claim or assert
against Landlord, and or to certify the date to which rent has been paid and the
amount of any prepayments of rent or security deposits made by Tenant hereunder.
If within seven (7) days after request by Landlord as aforesaid, Tenant does not
execute and deliver such instruments(s), then Tenant hereby irrevocably appoints
Landlord as its attorney-in-fact coupled with an interest with full power and
authority to execute and deliver the same in the name of and on behalf of
Tenant; and the same shall in all events be binding on Tenant.

    


    29.           Notice of Default to
Tenant. Tenant shall not be deemed to be in default hereunder in the
payment of rent or the payment of any other monies as herein required or in the
furnishing of any bond or insurance policy when required herein unless Landlord
shall first give to Tenant three (3) days' written notice of such default and
Tenant fails to cure such default within such three (3) days. Other than with
respect to the payment of rent or other monies due hereunder or the furnishing
of any bond or insurance policy, Tenant shall not be deemed to be in default
hereunder unless Landlord shall first give Tenant thirty (30) day's written
notice of such default and Tenant fails to cure such default within such thirty
(30) days; provided, however, in the event such default is of a nature which
requires a greater number of days to cure, Tenant shall not be deemed to be in
default hereunder if Tenant commences an appropriate cure of such default within
such thirty (30) days and thereafter diligently proceeds to complete the cure
thereof.

    


    30.           Tenant's Default.
Tenant shall be deemed in default hereunder in the event Tenant fails to keep
and perform any of its covenants or obligations hereunder. In the event of any
breach of this Lease by Tenant, Landlord, in addition to the other rights or
remedies it may have, shall have the immediate right of reentry and may remove
all persons and property from the Premises; and such property may be removed and
stored in a public warehouse or elsewhere at the cost of and for the account of
Tenant. Should Landlord elect to re-enter as herein provided, or should it take
possession pursuant to legal proceedings or pursuant to any notice provided for
by law, Landlord may either terminate this Lease or may from time to time,
without terminating this Lease, re-let the Premises or any part thereof for such
term or terms (which may be for a term extending beyond the Lease Term) and at
such rental or rentals and on such other terms and conditions as Landlord in its
sole discretion may deem advisable, with the right to make alterations and
repairs to the Premises, all for Tenant's benefit. On each such re-letting
(a)  Tenant shall be immediately liable to pay to Landlord, in
addition to any indebtedness other than rent due hereunder, the expenses of such
re-letting and of such alterations and repairs incurred by Landlord; and the
amount, if any, by which the rent reserved in this Lease for the period of such
re-letting (up to but not beyond the Lease Term) exceeds the amount agreed to be
paid as rent for the Premises for such period on such re-letting; or (b) at the
option of Landlord, rents received by Landlord from such re-letting shall be
applied first to the payment of any indebtedness, other than rent due hereunder
from Tenant to Landlord; second, to the payment of any expenses of such
re-letting and of such alterations and repairs; third, to the payment of rent
due and unpaid hereunder; and the residue, if any, shall be held by Landlord and
applied in payment of future rent as the same may become due and payable
hereunder. If Tenant has been credited with any rent to be received by such
re-letting under option (a) hereof and such rent shall not be
promptly paid to Landlord by the new tenant, or if such rentals received from
such re-letting under option (b) hereof during any month is less than that to be
paid during that month by Tenant

    


    
      


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    hereunder,
Tenant shall pay any such deficiency to Landlord. Such deficiency shall be
calculated and due and payable in full immediately upon Landlord's demand. No
such re-entry or taking possession of the Premises by Landlord shall be
construed as an election on the part of Landlord to terminate this Lease unless
a written notice of such intention is given to Tenant or unless the termination
thereof is decreed by a court of court of competent jurisdiction.
Notwithstanding any such re-letting without termination, Landlord may at any
time thereafter elect to terminate this Lease for such previous breach. Should
Landlord at any time terminate this Lease for any breach, in addition to any
other remedy it may have, Landlord may recover from Tenant all damages incurred
by reason of such breach, including the cost of recovering the Premises and the
full amount of Base Rent and Additional Rent, and other charges equivalent to
rent reserved in this Lease for the remainder of the Lease Term immediately
payable in full upon Landlord's demand for the same. Any act or thing done by
Landlord pursuant to the provisions of this Section shall not be or be construed
as a waiver of any such default by Tenant, or as a waiver of any covenant, term,
or condition herein contained or the performance thereof, or of any other right
or remedy of Landlord, hereunder or otherwise. All amounts payable by Tenant to
Landlord under any of the provisions of this Lease, if not paid when the same
become due as in this Lease provided, shall bear interest from the date they
become due until paid at the maximum contract rate of interest permitted by
law.

    


    31.           Waiver. The waiver by
Landlord of, or the failure of Landlord to take action with respect to, any
breach of any term, covenant, or condition herein contained shall not be deemed
to be a waiver of any such term, covenant or condition, subsequent breach of the
same, or any other term, covenant or condition therein contained. The subsequent
acceptance of rent hereunder by Landlord shall not be deemed to be a waiver of
any preceding breach by Tenant of any term, covenant, or condition of this
Lease, other than the failure of Tenant to pay the particular rental so
accepted, regardless of Landlord's knowledge of such  preceding breach
at the time of acceptance of such rent.

    


    32.           Remedies Cumulative.
All remedies herein before and hereafter conferred on Landlord shall be deemed
cumulative and no one exclusive of the other, or of any other remedy conferred
by law.

    


    33.           
Landlord's
Default. In the event Landlord is in default hereunder, Tenant shall give
Landlord written notice thereof and Landlord shall have the right to cure such
default within thirty (30) days of receipt of notice thereof; provided, however,
that if such default is of a nature which requires a greater number of days to
cure, Landlord shall not be deemed in default hereunder if Landlord commences an
appropriate cure of such default within such thirty (30) days and thereafter
diligently proceeds to complete the cure thereof.

    


    34. Landlord's Liability.
If Landlord, or any successor in interest, shall be a non-incorporated entity,
there shall be no personal liability on any individual or member of such
non-incorporated entity regarding any of the provisions under this Lease. In the
event of a breach of Landlord, Tenant shall look solely to the equity of
Landlord in the Premises for the satisfaction of the remedies of Tenant. Tenant
shall, in the event of the sale, transfer or assignment of Landlord's interest
in the Premises or, in the event of any proceedings brought for the foreclosure
of any mortgage covering the Premises, attorn to recognize such purchaser or
mortgagee as Landlord under this Lease. In the event of any sale or sales of
such real property,

    or
assignment, transfer, or other conveyance of its rights under this Lease, the
said Landlord shall be automatically and entirely released of all covenants and
obligations of Landlord hereunder; and it shall be deemed and construed, without
further agreement between the parties or their successors in interest, or
between the parties and the purchaser at any such sale, or the successor to
Landlord by reason of any assignment, transfer, or other conveyance of its
rights under this Lease, that such purchaser or successor has assumed and agreed
to carry out any and all covenants and obligations of Landlord
hereunder.

    


    35.           Surrender of Leased
Premises. Tenant shall pay the rent and all other sums required to be
paid by Tenant hereunder in the amounts, at the times, and in the manner herein
provided and shall keep and perform all the terms and conditions hereof on its
part to be kept and performed. Upon the expiration of the Lease Term, Tenant
shall surrender the Premises in the same condition as existing upon delivery of
possession thereof under this Lease except as otherwise allowed herein,
reasonable wear and tear only excepted, and shall surrender all keys for the
Premises to Landlord at its address then fixed for the payment of rent. Tenant
shall remove all its furniture and furnishings and any alterations or
improvements before surrendering the Premises as aforesaid and shall repair any
damage to the Premises caused thereby.

    


    
      


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    Tenant's
obligation to observe or perform this covenant shall survive the expiration or
termination of the Lease Term.

    


    36.           Effect of Tenant's Holding
Over. If Tenant holds over in possession of the Premises after the
expiration of the Lease Term without the consent of Landlord and without
renewing this Lease by some further instrument in writing, then such holdover
shall be construed to be a tenancy at sufferance; and the mere payment or
acceptance of rent shall not be construed to be renewal of the Lease Term. In
the event the holdover is continued with the written consent of Landlord, which
consent will be in Landlord's sole discretion, then the tenancy shall be a
tenancy at will from month to month at double the monthly rental required to be
paid by Tenant for the period immediately prior to expiration of the term hereof
and shall otherwise be on the terms and conditions herein specified, so far as
applicable, except that either party may terminate this Lease by giving not less
than fifteen (1 5) days' notice prior to the end of any monthly
period.

    


    37.            Notices. All
notices, demands, or other writings in this Lease provided to be given or made
or sent, or which may be given or made or sent, by either party hereto to the
other, shall be deemed to have been fully given or made or sent when made in
writing and deposited in the United States mail, certified mail, return receipt
requested, postage prepaid, and addressed as follows:

    


    To
Landlord:         Grand Cypress
Communities, Inc.

    3825 Beck
Blvd, #721

    Naples,
FL 341 14

    


    To
Tenant:             As
set forth in the Schedule

    


    The
address to which any notice, demand, or other writing may be given or made or
sent to any party as above provided may be changed by written notice given by
such party as above provided.

    


    38.           Attorney’s Fees. If
any action at law or in equity shall be brought to recover any rent under this
Lease, or for or on account of any breach of, or to enforce or interpret any of
the covenants, terms, or conditions of this Lease, or for the recovery of the
possession of the Premises, the prevailing party shall be entitled to recover
from the other party as part of the prevailing party's costs all reasonable
costs, charges and expenses, including without limitation attorneys' fees,
paralegals' fees, or other legal costs expended or incurred in connection
therewith, at trial or on appeal, the amount of which shall be fixed by the
court and shall be made a part of any judgment or decree rendered, including
without limitation, all court costs, attorneys' fees, paralegals' fees, and
other costs incurred in the enforcement of any indemnity hereunder.

    


    39.           Time of the Essence.
Time is of the essence of this Lease and of each and every covenant, term,
condition, and provision hereof.

    


    40.           Section Captions. The
captions appearing under the Section number designations of this Lease are for
convenience only and are not a part of this Lease and do not in any way limit or
amplify the terms and provisions of this Lease.

    


    41.           
Parties Defined, Use
of Pronoun. The word "Tenant" shall be deemed and taken to mean each and
every person or party mentioned as Tenant herein, be the same one or more, and
if there shall be more than one such person or party, any notice required or
permitted by the terms of this Lease may be given by or to any one thereof. The
term "Landlord" shall refer only to the current owner of the fee interest in the
Premises. The use of the neuter singular pronoun to refer to Landlord or Tenant
shall be deemed a proper reference even though Landlord or Tenant may be an
individual, a partnership, a corporation, or a group of two or more individuals
or corporations. The necessary grammatical changes required to make the
provisions

    of this
Lease apply in the plural sense where there is more than one Landlord or Tenant,
and to either corporations, associations, partnerships or individuals, male or
female, shall in all instances be assumed as though in each case fully
expressed.

    


    
      


      Initial ____
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    42.           
Consent and
Approval. Whenever this Lease specifies that either party has the right
of consent or approval if either party shall desire the consent or approval of
the other on any matter regarding this Lease, such consent or approval shall be
effective only if in writing and signed by the consenting or approving
party.

    


    43.           Relationship, of
Parties. Nothing in this Lease shall be deemed or construed so as to
create the relationship of principal and agent, partnership, joint venture or of
any association between the parties including, but not limited to, the
computation of rent, or any other act of the parties, it being understood that
the parties' sole relationship hereunder is that of Landlord and
Tenant.

    


    43.           Relationship of
Parties. Nothing in this Lease shall be deemed or construed so as to
create the relationship of principal and agent, partnership, joint venture or of
any association between the parties including, but not limited to, the
computation of rent, or any other act of the parties, it being understood that
the parties' sole relationship hereunder is that of Landlord and
Tenant.

    


    44.           Entire Agreement;
Modification. This Lease embodies and constitutes the entire

    understanding
between the parties. All prior or contemporaneous agreements, understandings,
representations and statements, oral or written, are merged into this Lease.
Neither this Lease nor any provision hereof may be waived, modified, amended,
discharged or terminated except by an instrument in writing signed by the party
against which the enforcement of such waiver, modification, amendment, discharge
or termination is sought, and then only to the extent set forth in such
instrument.

    


    45           .
Legal
Interpretation. Landlord and Tenant acknowledge that this Lease was fully
and jointly negotiated by the parties hereto and agree that there shall be no
presumption that this Lease should be more severely construed against either
party because such party may have drafted the particular language being
construed.

    


    46.           Radon Disclosure.
Florida law requires that the following disclosure appears on all leases of real
property:

    


    "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 health
department."

    


    47.           Binding Effect. The
covenants and conditions herein contained shall, subject to the provisions as to
assignment, transfer, and subletting, apply to and bind the heirs, successors,
personal representatives, and assigns of all of the parties hereto; and, except
as provided for herein, all of the parties hereto shall be jointly and severally
liable hereunder.

    


    48.           Partial Invalidity.
If any term, covenant, or condition of this Lease, or the application thereof to
any person or circumstances, shall to any extent be invalid or unenforceable,
the remainder of this Lease, or the application of such term, covenant, or
condition to persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby; and each term, covenant
or condition of this Lease shall be valid and be enforced to the fullest extent
permitted by law.

    


    49.           Applicable Law. This
Lease is made in and shalt be construed according to the laws of the State of
Florida.

    


    50.           Zoning Ordinances and
Restrictions. This Lease, including but not limited to the renewal option
provided for herein is subject to all easements and restrictions of record and
all zoning ordinances and restrictions and limitations of record regarding the
same.

    


    51.           Corporation as
Tenant. In as much as Tenant herein is a corporation, simultaneously with
the execution of this Lease Tenant shall deliver to Landlord a property executed
corporate resolution authorizing said corporation to enter into this Lease,
together with a Certificate of Incumbency for said corporation; and Tenant shall
also furnish to Landlord a Certificate a Good Standing from the state of its
incorporation, which certificate shall show that said corporation is validly
incorporated and is in good standing under the laws of that state and is duly
qualified as a foreign corporation in Florida.

    


    
        

        


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    52.           Brokerage. Tenant
does hereby warrant and represent to Landlord that Tenant has been represented
by NJA in the negotiations of this Lease. Tenant does hereby agree to hold
Landlord harmless, and indemnify Landlord, against any and all claims for
damages made by any other broker claiming by or through Tenant.

    


    53.           Usage. PRIOR TO SIGNING, it is the Tenant's
responsibility to confirm that the usage approved by the county, state,
licensing, etc., conforms to their intended use.

    


    IN
WITNESS WHEREOF, the parties have executed this Lease on the day and year first
above

    written.

    
      	 
      	
              LANDLORD:

            
	__________________________________ 	
              (Corporate
      Seal)

            
	
              Witness
      #1 (print name below)

            	
              GRAND CYPRESS COMMUNITIES,
      INC., 
a Florida corporation

            
	
               

              __________________________________

            	
              By:_______________________

              Larry
      Gode, as President

            
	
              Witness
      #2 (print name below)

               

            	
               

              Date:______________________

            
	__________________________________	
              TENANT:

              (Corporate
      Seal)

              FOOD
      INNOVATIONS, INC.

            
	
              Witness
      #1(print name
      below)

               

            	
              By:________________________

               

              Its:________________________

            
	
              __________________________________

              Witness
      #2 (print name below)

               

            	
               

              Date:________________________

            


    

    


    
      


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    Exhibit
A

    TOLLGATE
BUSINESS PARK 111, A CONDOMINIUM

    AGREEMENT
FOR PURCHASE AND SALE OF

    CONDOMINIUM
UNIT

    


    ORAL
REPRESENTATIONS CANNOT BE RELIED UPON AS CORRECTLY STATING THE REPRESENTATIONS
OF THE DEVELOPER. FOR CORRECT REPRESENTATIONS REFERENCE SHOULD BE MADE TO THIS
CONTRACT.

    


    THIS
AGREEMENT is made and entered into this -15th day of August, 2008, by and
between GRAND CYPRESS COMMUNITIES, INC., a Florida corporation, herein called
"Seller" ( N a "Developer"), and;

    


    Name:
Food Innovations,
Inc.,

    Local
Address: 1923 Trade Center Way, Suite
1,

    City:
Naples 

    State:
Florida 

    Zip:
34109

    Phone:_______

    Social
Security Number(s):_________

    Name(s)
in which title will be taken: Food
Innovations, Inc.

    herein
called "Purchaser".

     

    In
consideration of the mutual covenants and agreements hereinafter set forth, the
parties hereto freely and voluntarily agree as follows:

    


    
      	
              1.  

            	
              THE
      PROPERTY. Seller agrees to sell to Purchaser that certain condominium
      parcel described as Unit Number(s) 805 and 806 , Tollgate Business PARK
      111, a Condominium ("Building") which consists of 4,000 square feet.
      Square footage shall be calculated from the exterior portion of the walls,
      along with an undivided share in the common elements appurtenant thereto,
      and the exclusive use of the Limited Common elements assigned thereto
      according to the Declaration of Condominium of Tollgate Business PARK 111,
      a Condominium, and related documents to be recorded in the Public Records
      of Collier County, Florida. Purchaser agrees to purchase said condominium
      parcel upon the terms and conditions set forth herein, and subject to all
      of the provisions of the Declaration of Condominium and Exhibits thereto,
      which terms and conditions Purchaser assumes and agrees to observe and
      perform as part of the consideration of this
  Agreement.

            


    

     

    
      	
              2.  

            	
              PURCHASE PRICE/
      PAYMENT TERMS.

            


    

    


    
      	
              BASE
      PURCHASE PRICE

              (See
      Contract itemizations attached and incorporated herein)

            	
              1,100.00.00

            
	
              a) Deposit
      of $125,534.88 from rents received Pursuant to lease
    agreement

            	
              125,534.88

            
	
              b) Deposit
      of the balance of 10% Fifteen (15) days after the Effective Date of this
      Contract

               

            	 
      
	
              EXTRAS
      AND OPTIONS DUE

               

            	 
      
	
              BALANCE
      DUE AT CLOSING

            	
              974,465.20

               

            
	
              TOTAL
      PAYMENTS

            	
              1,100,000.00

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ANY
PAYMENT IN EXCESS OF 10 PERCENT OF THE PURCHASE PRICE MADE
TO DEVELOPER PRIOR TO CLOSING PURSUANT TO THIS CONTRACT MAY BE USED FOR
CONSTRUCTION PURPOSES BY DEVELOPER.

    


    
      	
              3.  

            	
              ESCROW. The
      monies deposited hereunder shall be held until closing in an escrow
      account, pursuant to the terms of this Agreement, as well as the Escrow
      Agreement, entered into by and between the Seller and the Escrow Agent; a
      photocopy of said Escrow Agreement having been provided to Purchaser with
      the condominium documents. The Escrow Agent shall
      be: Title Florida, Inc., 3845 Beck Blvd, #803, Naples, Fl. 34114.
      Upon execution of this Agreement, Purchaser does hereby approve and agrees
      to be bound by and to abide by the Escrow Agreement. Escrow Agent shall
      furnish Purchaser with a receipt for monies deposited, upon request. All
      payments made under this Agreement must be in U.S.
  funds.

            


    

    Prior to
the recordation of the Declaration of Condominium, the Seller reserves the right
to make such changes in any of the condominium documents as governmental
authorities having jurisdiction over the property, title insurance companies, or
mortgage lenders require. Purchaser acknowledges that the condominium documents,
as discussed herein, constitute proposed documents until such time as they are
recorded; and further agrees that said documents may be modified or amended
before or after being recorded. After being recorded, said document may be
amended in accordance with the provisions contained herein for amendment.
Purchaser specifically authorizes Seller to record in the Public Records of
Collier County, Florida, prior to closing, all instruments required to be
recorded in order to legally create the Condominium. Seller may, from time to
time, send written notice to the Purchaser of changes, or
amendments.

    


    
      	
              4.  

            	
              CONSTRUCTION
      PLANS. Seller, through its contractor, Pristine Homes, Inc., will
      construct the shell Building and other improvements comprising the
      condominium substantially in accordance with the plans and specifications
      prepared by the architect; a copy of the plans and specifications, and
      amendments thereto (if any), are available for inspection by the Purchaser
      at the Construction Office of the Seller. If the Building is now
      completed, the Purchaser acknowledges that he has inspected the Building
      and approves it, and that he is buying the Building "AS IS" except as
      indicated on any addendum attached
hereto.

            


    

    


    
      	
              5.  

            	
              GOVERNMENTAL
      REGULATIONS. If the plans and specifications referenced herein must
      be changed due to state, regional or local governmental regulations, the
      Purchaser agrees to pay any additional costs incurred by reason of such a
      change.

            


    

    


    
      	
              6.  

            	
              EXTRAS AND
      SELECTIONS. All change orders or extras requested by Purchaser must
      be agreed to by the Developer in writing and Purchaser must pay for them
      when ordered. If Developer omits any changes or extras, the Developer will
      only have to refund to the Purchaser the amount paid by Purchaser to
      Developer for each item omitted. Except for such omissions, the
      Purchaser's payment for any change orders or extras are not refundable.
      Developer may, at its option, grant Purchaser the right to make color,
      material, or other selections, and if the Developer does, then the
      Purchaser will make those selections within five (5) days after the
      Developer's request, and if Purchaser fails or refuses to make any
      selections within this time period, the Developer is authorized to make
      such selections as the Developer deems desirable, and Purchaser agrees to
      close with such selections as are made by the Developer. If Purchaser does
      not make any selections pursuant to this Paragraph, Developer will use its
      best efforts to provide the Purchaser with those selections, but Developer
      will not be liable for any substitutions Developer may make. If the
      Building is completed or partially completed, Purchaser accepts all
      selections which have previously been made by
  developer.

            


    

    


    
      	
              7.  

            	
              TAXES OR IMPACT
      FEES. If a tax or impact fee is passed after the effective date
      hereof by the state or local government that adds to the cost of
      construction, the amount of tax or impact fee increase will be added to
      the purchase price. In no event shall the Purchaser be required to pay
      more than one percent (1%) of the purchase price for any such tax or
      impact fee increase.

            


    

    


    
      	
              8.  

            	
              CLOSING. If the
      Building described herein is purchased prior to or during construction,
      closing of purchase will be consummated no later than fifteen (15) days
      after a Certificate of Occupancy has been issued for the shell building
      being purchased. If, and only if, a Certificate of Occupancy has been
      issued for the shell building, closing will be on a date to be agreed upon
      by the parties and attached hereto as a signed Addendum to this Contract.
      If Purchaser fails to close on time pursuant to the requirements of this
      paragraph, this Agreement will be voidable at the option of Seller, and
      all monies previously paid by Purchaser will be forfeited as outlined in
      Paragraph 15. The Closing shall be effected in the following
      manner:

            


    

    


    
      	
              a.  

            	
              The
      Closing will be at the offices of Title Florida, Inc. or at such other
      location as Seller may designate at a later
  date;

            


    

    
      	
              b.  

            	
              The
      balance of the purchase price will be paid in cash or cashier's check
      drawn on a Collier County Bank. The closing date shall be set by Seller
      within the above mentioned time period in a notice to close sent at least
      fifteen 915) days prior to the closing
date.

            


    

    
      	
              c.  

            	
              Real
      estate taxes and condominium assessments will be prorated to the date set
      forth above for closing, or to such earlier date on which the closing
      occurs.

            


    

    
      	
              d.  

            	
               If
      Purchaser delays the closing for any reason, including delays caused by
      Purchaser's Lender, Purchaser shall pay interest on the balance due at the
      rate of eighteen percent (18%) per annum for the period of such
      delay.

            


    

    
      	
              e.  

            	
              The
      following expenses will be paid by
Seller:

            


    

    
      	
              1)  

            	
              Premium
      for owner's title insurance policy.

            


    

    
      	
              2)  

            	
              Cost
      of recording the Warranty Deed.

            


    

    
      	
              3)  

            	
              Pro
      rata share of real estate taxes for the year in which the transaction is
      closed.

            


    

    
      	
              f.  

            	
              The
      following expenses will be paid by
Purchaser:

            


    

    
      	
              1)  

            	
              A
      sum equal to the pro rata portion of the quarterly assessment for common
      expenses for the remainder of the quarter of
  closing.

            


    

    
      	
              2)  

            	
              The
      sum of $500.00 per Condominium Parcel as defined in the Declaration of
      Condominium as a contribution to its working
  capital.

            


    

    
      	
              3)  

            	
              All
      mortgage or financing closing costs if the Purchaser finances the purchase
      of the unit, including mortgagee title
  insurance.

            


    

    
      	
              4)  

            	
              Any
      attorney's fees that Purchaser may incur in connection with the
      purchase.

            


    

    
      	
              5)  

            	
              Any
      additional premium due for title insurance, should Purchaser desire to
      insure the upgrades and extras.

            


    

    
      	
              6)  

            	
              Any
      applicable impact fees, permitting fees or similar charges imposed or
      levied by State, County, utility or other authorities after the date of
      the contract which are over and above the fees levied prior to this
      date.

            


    

    
      	
              7)  

            	
              Any
      fees charged by Title Florida, Inc for acting as closing agent for any
      lending institution of Buyer not to exceed
$250.

            


    

    
      	
              8)  

            	
              A
      sum equal to the pro rata share of real estate taxes for the year in which
      the transaction is closed.

            


    

    
      	
              9)  

            	
              Cost
      of documentary stamps required for recording
  deed.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              9.  

            	
              TITLE. The
      Seller will furnish, without cost to the Buyer, at least five (5) days
      prior to closing of title to the Building, an owner's title insurance
      commitment, insuring the base purchase price (not inuring upgrades and
      extras) referenced herein in Paragraph 2, subject to the exceptions
      hereinafter set forth:

            


    

    


    
      	
              a.  

            	
              Taxes,
      pending municipal liens and easements existing and to be created for
      ingress and egress to the property, and for utilities, parking and other
      purposes;

            


    

    
      	
              b.  

            	
              Conditions,
      restrictions, limitations and easements or record common to the
      condominium;

            


    

    
      	
              c.  

            	
              The
      condominium Documents (the Declaration of Condominium and all Exhibits
      attached thereto and made a part
thereof;

            


    

    
      	
              d.  

            	
              Mortgage
      (if any) executed by Purchaser in favor of Seller and/or a mortgage lender
      in connection with the purchase of the Condominium;
  and

            


    

    
      	
              e.  

            	
              Standard
      title exceptions contained in an American Land Title Association approved
      form of Owner's Policy of Title
Insurance.

            


    

    


    Title to
the unit shall be conveyed by Special Warranty Deed subject only to the
exceptions stated in this Agreement. If purchaser, a the time of the delivery of
the commitment, finds that Seller's title does not conform to the provisions of
this Agreement and it appears that such objection to title may, according to
reasonable expectation, be removed as an objection within sixty (60) days,
Seller shall have sixty (60) days in which to remove said objection and
Purchaser's obligations hereunder shall remain in full force and effect in the
meantime. If the objection is such that it is not capable of being removed
within sixty (60) days according to reasonable expectations, or is not actually
removed with the sixty (60) day timeframe, Buyer shall have the right to
terminate the contract by providing written notice to Seller. Nothing herein
shall require Seller to bring any action or proceeding or incur any expenses in
order to remove such objection to title, and any attempt by Seller to cure such
objection shall not be construed as one that would give Purchaser the right to
refuse delivery of the deed.

    


    
      	
              10.  

            	
              PURCHASER'S OBLIGATION
      FOR CONDOMINIUM ASSESSMENTS. This Agreement contemplates the sale
      of fee simple title in the subject unit, together with an undivided
      interest in the common elements appurtenant thereto (it being acknowledged
      that Purchaser's unit's share of common elements and the particulars of
      Purchaser's interest in the same are to be determined solely be reference
      to the Declaration of Condominium and the Exhibits attached thereto, and
      the Purchaser will be responsible to the Association governing the affairs
      of the Condominium for payment of assessments for common expenses such as,
      but not limited to, management and administration; premiums for casualty,
      liability and workmen's compensation insurance; maintenance and repairs of
      the common elements.

            


    

    


    
      	
              11.  

            	
               INSPECTION OF
      UNIT. Purchaser will be given one reasonable opportunity to examine
      the subject unit prior to closing and at that time, will sign an
      inspection statement ("punch list") listing any defects in workmanship or
      materials which are discovered. Seller will be responsible to repair these
      defects in workmanship or materials (keeping in mind the construction
      standards prevalent in Collier County, Florida, for similar property) at
      Seller's cost, within a reasonable period of time after closing, but
      Seller's obligation to make said repairs will not be a grounds for
      deferring the closing, nor for imposing any conditions on closing. No
      "escrows" or holdbacks of closing funds will be
  permitted.

            


    

    


    
      	
              12.  

            	
              LIMITED
      WARRANTY. To the fullest extent lawful, all implied warranties of
      fitness for a particular purpose, merchantability and habitability, and
      all warranties imposed by statute (except only those imposed by the
      Florida Condominium Act to the extent they cannot be disclaimed) are
      specifically disclaimed.

            


    

    


    
      	
              13.  

            	
              CHANGES BY
      SELLER. The Seller reserves the right to make architectural,
      structural or design modifications or changes in the unit and/or
      improvements constituting the common elements as Seller deems necessary or
      desirable, or in the materials, appliances and equipment, if any,
      contained therein, and the Purchaser agrees to close title notwithstanding
      any such modifications, changes or substitutions; provided that not such
      modification or change shall materially alter the dimensions, size or the
      value of the unit, and any substituted materials, equipment or appliances
      shall be equivalent or better quality, and no change, modification or
      substitution shall result in the purchase of the Building being increased
      without Purchaser's consent.

            


    

    


    
      	
              14.  

            	
               COMPLETION OF
      CONSTRUCTION. Seller represents that construction of the building
      is complete.

            


    

    


    
      	
              15.  

            	
               AGREEMENT NOT TO BE
      RECORDED. This Agreement shall not be recorded in the Public
      Records, and execution or recording hereof shall not create any lien or
      lien right in favor of the Purchaser, the Purchaser hereby expressly
      waiving and relinquishing any  such lien or lien rights. Any
      recording of same by Purchaser shall be considered a default under this
      Agreement. Notwithstanding the foregoing, Purchaser may record a
      memorandum of this agreement evidencing its right to purchase the
      property. If and only if Purchaser simultaneously provides Escrow Agent
      with an executed termination of said memorandum in recordable form and an
      executed quit claim deed in favor of Seller, in a form reasonably
      acceptable to Seller, with irrevocable written instructions to record the
      same upon Escrow Agent's receipt of written notification from Seller of
      Purchaser's default hereunder, provided, escrow agent first contacts
      Purchaser and allows Purchaser 30 days to dispute the breach and in the
      event of such dispute said documents shall not be
  recorded.

            


    

    


    
      	
              16.  

            	
              PURCHASER'S
      DEFAULT. Should Purchaser fail to make any of the payments
      hereinabove scheduled, or fail or refuse to execute the instruments
      required to close this transaction (including failure to promptly execute
      and file all mortgage loan application documents, and all mortgage loan
      and real estate closing documents and to comply with the requirements of
      the mortgage lender, including providing any and all information as
      requested) or refuse to pay any costs or sums required by this Agreement,
      or otherwise default hereunder, and shall fail to correct such default
      within two business (2) days after Seller has given Purchaser a written
      notice of such default, then Seller may declare this Agreement terminated
      and retain all monies paid by Purchaser as liquidated and agreed upon
      damages which Seller shall have sustained and suffered as a result of
      Purchaser's default, and thereupon the parties hereto will be released and
      relieved from all obligations hereunder. Purchaser does hereby direct and
      instruct the escrow agent referred to in paragraph 3 above, to release all
      of Purchaser's deposits, including any and all accrued interest, to Seller
      in the event of Purchaser' s default
hereunder.

            


    

     

    The
provisions for liquidated and agreed damages are bona fide, and are not a
penalty. The parties understand that by reason of the withdrawal of the unit
from sale to the general public at a time when other parties would be interested
in purchasing a unit, Seller will have sustained damages if Purchaser defaults,
which damages will be substantial but will not be capable of determination with
mathematical precision. Therefore, provisions for liquidated and agreed damages
have been incorporated into this Agreement as being beneficial to both parties.
In lieu of liquidated damages, Seller, at its option, may proceeds in equity to
enforce specific performance provisions of this Contract.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              17.  

            	
              SELLER'S
      DEFAULT. In the event of Seller's default or breach of any of the
      terms and provisions hereof, Purchaser may, at its option (a) terminate
      this contract and, in such event Purchaser shall be entitled to the return
      of the Purchaser's deposits made hereunder, with interest; (b) seek to
      enforce this contract by a suit for specific performance; or (c) maintain
      an action against Seller for damages for third party costs incurred by
      Purchaser in reliance upon this Agreement. In the event of any litigation
      as to the parties' rights under this Agreement, the prevailing party shall
      be entitled to recover reasonable attorney's fees and costs from the other
      party.

            


    

    


    
      	
              18.  

            	
              MULTIPLE
      PURCHASERS. If two or more persons are named as Purchaser herein,
      any one of them is authorized to act as agent for, with the right to bind,
      the other(s) in all matters and of every kind and nature with respect to
      this Agreement. If the Purchaser is married, and the Purchaser's spouse is
      not named as a Purchaser herein, Purchaser shall be responsible and liable
      for such spouse executing the mortgage and other closing documents as
      required by lender and Seller. Failure of said spouse to do so shall
      constitute a default hereunder by
Purchaser.

            


    

    


    
      	
              19.  

            	
              NOTICES Notices
      to either party shall be deemed as properly given when mailed by certified
      mail, return receipt requested, with sufficient postage stamps affixed,
      within the continental United States, and by registered mail, telegram or
      telex without the continental United States, said notices to be addressed
      as follows:

            


    

    


    
      	
              For
      the Seller:

            	
              Title
      Florida, Inc.

              3845
      Beck Blvd, #803

              Naples,
      FL. 34114

               

            
	
              For
      the Purchaser:

            	
              At
      the address on Page 1

               

            


    

    


    
      	
              20.  

            	
              ACCESS TO UNIT.
      Purchaser shall not have access or entry to the Building nor shall
      Purchaser store any of his possessions in or about the Building or the
      Condominium Property, prior to the closing of this transaction. Purchaser
      shall not interfere with workmen during working hours, nor trespass upon
      the job site, and all matters pertaining to the constmction of the unit
      shall be presented by the Purchaser directly to the Seller's
      representative.

            


    

    


    
      	
              21.  

            	
              DEVELOPER'S USE OF THE
      PROPERTY. If there are unsold Buildings owned by the Seller at time
      of closing, Seller, as the owner of such unsold Buildings, and at no cost
      to Seller, shall have the right to use the condominium property and
      improvements thereon for the promotion of sales of Buildings owned or to
      be constructed by the Seller, its successors or assigns, including, but
      not limited to the maintenance of sales office, maintenance of models,
      showing of the property and the display of signs. Seller may rent
      Buildings owned by Seller to tenants selected by Seller, and Seller may
      subsequently sell such Buildings to Purchasers acceptable to
      Seller.

            


    

    


    
      	
              22.  

            	
              MERGER. It is
      agreed by the parties hereto that all prior understandings and agreements
      are superseded by and are merged into this agreement. Except as otherwise
      required by law, no representations, claims, statements, inducements,
      advertising, promotional activities, maps or otherwise, made by Seller or
      Seller's agents, representatives or    employees,
      shall in any way be binding on Seller, and same shall be of no force
      and  effect unless expressly set forth in this Agreement. The
      provisions of this paragraph shall survive the closing. Upon closing,
      acceptance of a Warranty Deed by Purchaser shall be deemed acknowledgment
      of full performance and discharge of every agreement, obligation and
      representation made by the Seller, in accordance with the terms and
      provisions hereof, and no agreement or representation shall survive the
      delivery and acceptance of said Deed except as may be set forth in writing
      herein.

            


    

    


    
      	
              23.  

            	
              MISCELLANEOUS.

            


    

    
      	
              a.  

            	
               It
      is hereby acknowledge by the parties that time is of the essence in
      connection with this entire
transaction.

            


    

    
      	
              b.  

            	
              Purchaser
      warrants and represents that no real estate broker and/or salesman is
      involved in this purchase and sale, other than Pristine Realty , and
      agrees to indemnify and same harmless the Seller against all claims of
      other real estate brokers and/or salesmen due to acts of the Purchaser or
      Purchaser's representatives.

            


    

    
      	
              c.  

            	
              All
      pronouns and variations thereof shall be construed so as to refer to the
      masculine, feminine, neuter, singular or plural form thereof as the
      identity of the person or persons as the situation may
      require.

            


    

    
      	
              d.  

            	
              This
      contract shall not be assignable by the Purchaser without the express
      written consent of Seller.

            


    

    
      	
              e.  

            	
              This
      contract shall not be considered approved and accepted by Seller unless
      executed by Larry Gode.

            


    

    
      	
              f.  

            	
              Purchaser
      acknowledges that this Agreement has been negotiated in the English
      language.

            


    

    
      	
              g.  

            	
              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.

            


    

     

    
      	
              24.  

            	
              EXECUTION BY
      FACSIMILE. This Agreement may be signed and accepted by facsimile
      signature and such Agreement shall be binding upon the
      parties.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    IN
WITNESS WHEREOF, Purchaser and Seller have executed this Agreement as of the
dates set forth.

    


    By
signing this Agreement, Purchaser acknowledges receipt of the Declaration,
Articles of Incorporation, Bylaws, Rules, Plot Plans, Estimated Operating Budget
and other important matters to be considered. DO NOT SIGN THIS AGREEMENT UNLESS
YOU HAVE RECEIVED THESE DOCUMENTS.

    


    ANY
PAYMENT IN EXCESS OF 10 PERCENT OF THE PURCHASE PRICE MADE TO 1)EVELOIPER PRIOR
TO CLOSING PURSUANT TO THIS CONTRACT MAY BE USED FOR CONSTRUCTINO PURPOSES BY
DEVELOPER.

    


    See addendum attached hereto
and made a part hereof:

    


    
      	 ____________________________
      	
              FOOD
      INNOVATIONS, INC.

            
	
              Witness
      #1 Signature

            	
              BY:___________________

            
	 
      	
              as
      its__________________

            
	 ____________________________ 
      	 
      
	
              Witness
      #l Printed Name

            	
              Date:__________________

            
	 ____________________________ 
      	 
      
	
              Witness
      #2 Signature

            	
              PURCHASER

            
	 ____________________________	 
      
	
              Witness
      #2 Printed Name

            	
              Date:___________________

            


    

    


    
      	 
      	
              GRAND
      CYPRESS COMMUNITIES, INC.,

              A
      Florida corporation

               

            
	 ____________________________	 
      
	
              Witness
      #I Signature

            	
              By:
      Larry Gode, as its President

            
	 ____________________________	 
      
	
              Witness
      #I Printed Name

            	
              Date:______________________

            
	 ____________________________	 
      
	
              Witness
      #2 Signature

               ____________________________

            	 
      
	
              Witness
      #2
      Printed Name

            	
              Date:______________________