Exhibit
10.18





LEASE
TO GPS INDUSTRIES, INC.


Table
of Contents


ARTICLE
      1 DEFINITIONS
                11.1
                Certain
      Defined Terms.
                11.2
                Other
      Terms.
                2ARTICLE
      2 PREMISES
                22.1
                Premises
      and Building.
                22.2
                Lease
      of Premises.
                2ARTICLE
      3 NET LEASE
                2ARTICLE
      4 TERM
                24.1
                Commencement
      Date.
                24.2
                Term.
                2ARTICLE
      5 RENT
                25.1
                Annual
      Rent.
                25.2
                Payment
      of Rent.
                3ARTICLE
      6 SECURITY DEPOSIT
                3ARTICLE
      7 USE
                37.1
                Limitations.
                37.2
                Nuisances.
                3ARTICLE
      8 MAINTENANCE
                38.1
                By
      Tenant.
                38.2
                By
      Landlord.
                4ARTICLE
      9 PARKING AREAS
                49.1
                Public
      Rights.
                49.2
                Advertising.
                4ARTICLE
      10 SURRENDER OF PREMISES
                410.1
                Surrender.
                410.2
                Removal
      of Fixtures.
                410.3
                Holdover.
                4ARTICLE
      11 QUIET ENJOYMENT
                4ARTICLE
      12 ASSIGNMENT
                512.1
                Limitations.
                512.2
                Bankruptcy.
                5ARTICLE
      13 UTILITIES
                613.1
                Utilities
      and Janitorial Services.
                613.2
                Trash.
                6ARTICLE
      14 SIGNAGE
                6  
   ARTICLE
      15 ALTERATIONS TO THE PREMISES
                6ARTICLE
      16 LIENS
                6ARTICLE
      17 INSURANCE
                717.1
                Required
      Coverages.
                717.2
                Minimum
      Requirements.
                717.3
                Claims.
                7ARTICLE
      18 CASUALTY
                818.1
                Partial
      Destruction.
                818.2
                Other
      Conditions.
                818.3
                Abatement.
                818.4
                Termination
      by Tenant.
                8ARTICLE
      19 INDEMNIFICATION
                8ARTICLE
      20 INSPECTION AND REPAIR
                9ARTICLE
      21 DEFAULT
                921.1
                Event
      of Default.
                921.2
                Remedies.
                921.3
                Nonexclusive
      Remedies.
                1021.4
                Interest.
                1021.5
                Default
      by Landlord.
                10ARTICLE
      22 WAIVER; ESTOPPEL; ACCORD AND SATISFACTION
                11ARTICLE
      23 SUBORDINATION AND NONDISTURBANCE
                1123.1
                Subordination.
                1123.2
                Nondisturbance.
                1223.3
                Rights
      of Security Instrument Holder.
                12ARTICLE
      24 CONDEMNATION
                1224.1
                Taking.
                1224.2
                Damages.
                13ARTICLE
      25 TAXES
                1325.1
                Taxes
      on Property.
                1325.2
                Taxes
      on Rent.
                1325.3
                Payment
      by Landlord.
                13ARTICLE
      26 RIGHT TO SELL
                13ARTICLE
      27 NOTICES
                13ARTICLE
      28 ENVIRONMENTAL MATTERS
                1428.1
                Tenant's
      Restrictions.
                1428.2
                Environmental
      Clean-up.
                14ARTICLE
      29 BROKERAGE COMMISSIONS
                15ARTICLE
      30 ATTORNEY'S FEES
                15ARTICLE
      31 LIMITATION OF LIABILITY  
   ARTICLE
      32 MISCELLANEOUS
                1532.1
                Entire
      Agreement.
                1532.2
                Severability.
                1532.3
                Force
      Majeure.
                1532.4
                Radon.
                1532.5
                Exhibits.
                1632.6
                Governing
      Law.
                1632.7
                Arbitration.
                1632.8
                Binding
      Effect.
                1632.9
                Usage.
                1632.10
                No
      Third Party Rights.
                1632.11
                No
      Recording.
                1632.12
                Time
      of Essence.
                16


LEASE





THIS LEASE is made and entered
into effective as of 1 September 2008 by and between Jordyn Holdings III, LLC, as
Landlord, and GPS Industries,
Inc., as Tenant.





W
I T N E S S E T H :





In consideration of the mutual
covenants and agreements hereinafter set forth, and the rent reserved by
Landlord to be paid by Tenant, Landlord hereby leases and demises unto Tenant,
and Tenant hereby does lease from Landlord, that certain real property situated
in Sarasota County, Florida, hereinafter described, for the terms, and at the
rentals, and upon the terms and conditions, hereinafter set forth:





ARTICLE
1


DEFINITIONS





1.1  Certain Defined
Terms. As used
herein, the following capitalized terms shall have the following meanings (such
meanings to be applicable to both the singular and the plural form of the terms
defined):





A.  “Attorney's
Fees” shall mean reasonable attorney's fees incurred by a party, including
attorney's fees for arbitration, trial, and appellate proceedings.





B.    
“ Building”
shall have the meaning set forth in Article 2.1.





C. “Commencement
Date” shall have the meaning set forth in Article 4.1.





D. “Event of
Default” shall have the meaning set forth in Article 21.1.





E. “Governmental
Regulations” shall mean all laws, ordinances, and regulations now or hereafter
enacted by any Federal, state, or local governmental or quasi-governmental body
having jurisdiction of the Premises or the Building.





F. “Hazardous
Substances” shall mean flammables, explosives, radioactive materials, asbestos,
polychlorinated biphenyls (PCBs), chemicals known to cause cancer or
reproductive toxicity, pollutants, contaminants, hazardous wastes, toxic
substances or related materials, petroleum and petroleum products, and
substances declared to be hazardous or toxic under any Governmental
Regulations.





G. “Indemnify”
shall mean to hold harmless from, and defend against, all claims, demands,
actions, causes of action, losses, expenses, damages, liabilities, and
Attorney's Fees arising out of or incurred in connection with an identified
circumstance, incident, condition, relationship, time period, or other
matter.





H. “Landlord”
shall mean Jordyn Holdings III, LLC, any successor or legal representative of
Jordyn Holdings III, LLC, or any person or entity to whom all rights of Jordyn
Holdings III, LLC, under this Lease are hereafter assigned pursuant to a duly
executed written instrument.





I. “Premises”
shall have the meaning set forth in Article 2.1.





J. “Security
Instrument” shall have the meaning set forth in Article 23.1.




1




K. “Taking”
shall have the meaning set forth in Article 24.1.





L. “Tenant”
shall mean GPS Industries, Inc., its successors and permitted
assigns.





1.2  Other
Terms. All
capitalized terms used in this Lease which are not defined in this Article 1
shall have the meanings set forth elsewhere in this Lease.





ARTICLE
2


PREMISES





2.1  Premises and
Building. Landlord
is the owner of that certain parcel of land (the “Premises”) in Sarasota County,
Florida, more particularly described as follows:





The
Fruitville Professional Villas


1358
Fruitville Road, Unit 310


Sarasota,
FL 34236





which
land is improved with a building (the “Building”) and other related improvements
constructed thereon.





2.2  Lease of
Premises. The real
property hereby leased by Landlord unto Tenant consists of the Premises,
together with the Building and other improvements constructed thereon, including
Office furnishings and furniture, kitchen appliances and fixtures.





ARTICLE
3


NET
LEASE





Except for the monetary obligations of
Landlord expressly set forth herein, this Lease is intended in all respects to
be a net lease, and Tenant shall pay to Landlord, net throughout the term
hereof, the rent amounts set forth in Article 5, free of any offset, abatement,
or other deduction whatsoever.  Landlord shall not be required to make
any payments of any kind whatsoever with respect to the Premises, except as may
be expressly set forth to the contrary herein.





ARTICLE
4


TERM





4.1  Commencement
Date. As used
herein, the “Commencement Date” shall mean the date of this Lease first above
written.





4.2  Term. The term
of this Lease, and the accrual of rents hereunder, shall commence on the
Commencement Date and shall terminate on 1 September 2010, unless sooner
terminated by either the Landlord or Tenant on thirty (30) days written notice
to the other party..








ARTICLE
5


RENT





5.1  Annual
Rent. During
the term of this Lease, Tenant shall pay to Landlord, without demand, setoff, or
deduction, annual rent of $30,000.00, payable at the rate of $2500 per
month.




2




5.2  Payment of
Rent. The
annual rent shall be payable in advance on the first day of each calendar
month.  If the Commencement Date is not on the first day of a calendar
month, then the monthly rental for the period between the Commencement Date and
the first day of the following month shall be prorated, on a per diem basis, and
shall be payable on the Commencement Date.  In addition, an amount
equal to the monthly rent for the first full calendar month and the last full
calendar month of the term of this Lease shall be paid by Tenant to Landlord on
the Commencement Date.





ARTICLE
6


SECURITY
DEPOSIT





On or before the Commencement Date,
Tenant shall pay to Landlord a security deposit (the “Security Deposit”) in an
amount equal to ZERO DOLLARS ($0.00).  Upon the occurrence of any
default by Tenant, Landlord may, from time to time, without prejudice to any
other remedy, use the Security Deposit to the extent necessary to pay any
arrears of rent, or to pay any other sums owed to Landlord, or to pay the cost
of any damage, injury, expense, or liability caused by any default by Tenant
hereunder.  Any remaining balance of the Security Deposit shall be
returned by Landlord to Tenant within a reasonable period of time after the
termination or expiration of this Lease.  The Security Deposit shall
not be considered an advance payment of rent or a measure of Landlord’s damages
in case of default by Tenant. Tenant shall not be entitled to receive, and shall
not receive, any interest on the Security Deposit, and Landlord may commingle
the same with other monies of Landlord.  In the event Landlord applies
the Security Deposit or any portion thereof to the payment of any sum described
above without this Lease terminating contemporaneously therewith, Tenant shall
immediately deposit with Landlord an amount of money equal to the amount so
applied, and such amount shall be deemed to be part of the Security
Deposit.  In the event of a sale or transfer of Landlord’s interest
hereunder, Landlord shall have the right to transfer the Security Deposit to
such purchaser or transferee, in which event Tenant shall look only to such
purchaser or transferee for the return of the Security Deposit, and Landlord
shall thereupon be released from all liability to Tenant for the return of the
Security Deposit.





ARTICLE
7


USE





7.1  Limitations. Tenant
shall use the Premises exclusively for the operation of Tenant’s GPS business,
and for no other use or purpose whatsoever.  Tenant shall comply with
all Governmental Regulations, and such reasonable rules and regulations as may
be established by Landlord, pertaining to Tenant's use of the
Premises.  Rules and regulations established by Landlord shall not
materially interfere with the reasonable conduct of Tenant's
business.





7.2  Nuisances. Tenant
shall not make, suffer, or permit any unlawful, improper, or offensive use of
the Premises, or any part thereof, or permit any nuisance
thereon.  Tenant shall not make any use of the Premises which would
make void or voidable, or cause an increase in the cost of, any policy of fire
or extended coverage insurance covering the Premises or the
Building.  Tenant shall not permit rubbish, refuse, or garbage to
accumulate, or any fire or health hazard to exist, upon or about the
Premises.  Tenant shall not leave the Premises vacant or suffer or
permit any waste or mistreatment thereof.





ARTICLE
8


MAINTENANCE





8.1  By
Tenant. Tenant
shall maintain the Premises and the Building (including, without limitation, the
parking lot; utility lines, connections, and facilities; all landscaping; the
Building's foundation, exterior walls, doors, windows, structural elements,
roof, plumbing, and electrical, mechanical, air conditioning, and septic
systems; the interior of the Building; and all alterations to the Building made
by Tenant pursuant to Article 15) in a clean and sightly condition, in good and
substantial repair, and in conformity with Governmental Regulations; provided, however,
that Tenant shall not be liable for or required to make any repairs to the
Premises or Building which are required by, related to, or arise out of the
negligence, fault, misfeasance, or malfeasance of Landlord or its employees,
agents, invitees, or licensees.




3





8.2  By
Landlord. Notwithstanding
anything to the contrary contained herein, Landlord shall not be obligated to
maintain or make repairs or replacements to the Premises or the
Building.  If Tenant refuses to make any repairs for which Tenant is
liable and such repairs are undertaken by Landlord, such repairs shall be solely
at the expense of Tenant, and Tenant shall pay such expense within 15 days after
notice thereof from Landlord.





ARTICLE
9


PARKING
AREAS





9.1  Public
Rights. To the
extent that it is necessary to prevent the acquisition of public rights in and
to the Premises, Landlord may from time to time temporarily close portions of
the parking areas, erect private boundary markers, and take such other steps as
Landlord deems appropriate for that purpose, provided no interference with
Tenant’s truck access results.  Such action shall not constitute or be
considered an eviction or disturbance of Tenant's quiet possession of the
Premises.





9.2  Advertising. Neither
the parking areas nor any other exterior portion of the Premises shall be used
by Tenant, or any agent or employee of Tenant, for any advertising, political
campaigning, or other similar use, including, without limitation, the
dissemination of advertising or campaign leaflets or flyers.





ARTICLE
10


SURRENDER OF
PREMISES





10.1  Surrender. Tenant
shall, upon expiration of the term hereof, or any earlier termination of this
Lease for any cause, surrender to Landlord the Premises, including, without
limitation, all alterations, improvements, and other additions thereto that have
been made or installed by either party in or upon the Premises, in good and
clean condition and repair, ordinary wear and tear and casualty damage, if any,
excepted.





10.2  Removal of
Fixtures. If Tenant
is not then in default, Tenant may remove (and shall remove at Landlord’s
request) its signs and other non-attached personal property (including but not
limited to all of Tenant's furniture, equipment, and trade
fixtures).  Tenant may not remove other fixtures or property of
Landlord leased by Landlord to Tenant pursuant to this Lease.  Tenant
shall repair and correct any damage caused by removal of signs or other
property.





10.3  Holdover. If Tenant
fails to surrender the Premises in accordance with the provisions of Article
10.1: (a) Tenant's holding over in possession of the Premises shall be construed
to be a tenancy at sufferance; and (b) during the period of Tenant’s holdover,
Tenant shall pay to Landlord monthly rent at double the rate set forth in
Article 5.1, unless Landlord has approved in writing a holdover term specifying
a lesser rent.





ARTICLE
11


QUIET
ENJOYMENT





Landlord covenants that so long as
Tenant pays the rent reserved in this Lease and performs its agreements
hereunder, Tenant shall have the right to quietly enjoy and use the Premises for
the term of this Lease, subject to the provisions hereof; Governmental
Regulations; and restrictions, reservations, mortgages, and easements of
record.  Landlord represents and warrants to, and covenants with,
Tenant (as applicable) that: (a) Landlord owns fee simple title to the Premises;
and (b) Landlord shall pay all sums due under, and keep in good standing, all
Security Instruments, if any, encumbering the Premises.




4




ARTICLE
12


ASSIGNMENT





12.1  Limitations. Tenant
shall not assign this Lease or any right hereunder, nor sublet all or any part
of the Premises, without first obtaining the express prior written consent of
Landlord, which consent shall not be unreasonably withheld.





A. Notwithstanding
the foregoing provisions of this Article 12.1, Landlord shall not withhold
consent to an assignment of this Lease, or a sublease of all or any part of the
Premises, to an entity controlled by, controlling, or under common control with
Tenant.





B.  Should
Landlord consent to an assignment of this Lease, or to a sublease, Tenant shall
guarantee payment of all rent herein reserved until the expiration of the term
hereof, and no failure of Landlord to collect promptly from any assignee or
sublessee shall release or relieve Tenant from its guaranty or obligation of
payment of such rents.





C. The
consent by Landlord to any assignment or sublease shall not constitute a waiver
of the necessity for such consent to any subsequent assignment or
sublease.  Receipt by Landlord of rental due hereunder from any party
other than Tenant shall not be deemed to be a consent to any such assignment or
sublease or relieve Tenant of its obligation to pay rental or other charges for
the full term of this Lease.





D. Each
assignment or sublease to which there has been consent by Landlord, or for which
Landlord's consent is not required, shall be by instrument in writing, in form
satisfactory to Landlord and executed by Tenant and the assignee or sublessee,
by which the assignee or sublessee shall agree in writing for the benefit of
Landlord to assume, be bound by, and perform the terms, covenants, and
conditions of this Lease.  An executed copy of such written instrument
shall be promptly delivered to Landlord.





12.2  Bankruptcy. Notwithstanding
any provisions of Article 12.1 to the contrary, in the event that this Lease is
attempted to be assumed under Federal bankruptcy law by a trustee in bankruptcy
for Tenant or by Tenant as debtor in possession (collectively referred to as
“Trustee”), and there then exists an Event of Default, such attempted assumption
shall not be effective unless Trustee:  (a) cures, or provides
adequate assurance that it will promptly cure, such default; (b) compensates, or
provides adequate assurance that it will promptly compensate, Landlord for any
actual pecuniary loss to Landlord resulting from such default; and (c) provides
adequate assurance of future performance of Tenant's obligations and covenants
under this Lease.  For purposes of this Article 12.2, “adequate
assurance of future performance” shall be deemed to include, without limitation,
assurance of source of rental and other consideration due under this
Lease.  If Landlord shall not be permitted to terminate this Lease as
provided herein because of the provisions of the Federal Bankruptcy Code
(currently Title 11 of the United States Code), Trustee shall, within 15 days
after request by Landlord to the bankruptcy court, assume or reject this Lease,
and neither Tenant nor Trustee shall seek or request any extension or
adjournment of such time requirement.  In no event after the
assumption of this Lease by Trustee shall any existing default remain uncured
for a period in excess of 10 days.  Landlord shall have no obligation
to provide Trustee with any service or utilities unless Trustee shall have paid,
and is current on all payments of, the rental obligations due under this
Lease.




5




ARTICLE
13


UTILITIES





13.1  Utilities and Janitorial
Services. Tenant
shall pay all costs and expenses for all utilities (including water, sewer,
electricity, gas, and telephone) and janitorial services furnished to the
Premises by order of Tenant during the term of this Lease.





13.2  Trash. Tenant
shall place all garbage and trash from the Building in trash bins to be placed
upon the Premises by Tenant or by the entity providing trash removal service to
the Building.  Tenant shall pay the cost of trash removal service
ordered by Tenant or provided by Sarasota County.





ARTICLE
14


SIGNAGE





Except for existing Building signs as
of the Commencement Date, Tenant shall not place upon any exterior door, roof,
wall, or window of the Building any sign, decoration, lettering, awning, canopy,
or advertising matter or other thing of any kind, or place any freestanding sign
within or upon the Premises, without first obtaining Landlord's express prior
written consent, which consent shall not be unreasonably withheld.Tenant shall maintain
any such sign, awning, canopy, decoration, lettering, advertising matter, or
other thing approved by Landlord in good condition and repair at all times and
remove the same at the end of the term of this Lease as and if requested by
Landlord.  Upon removal thereof, Tenant shall repair any damage to the
Premises or the Building caused by such installation or removal.





ARTICLE
15


ALTERATIONS TO THE
PREMISES





Tenant shall make no alteration or
addition to the Premises, without first obtaining the express prior written
consent of Landlord, which consent shall not be unreasonably
withheld.  Landlord's consent to any alteration or addition to the
Premises shall create no responsibility or liability on the part of Landlord for
their completeness, design sufficiency, or compliance with Governmental
Regulations.





ARTICLE
16


LIENS





Tenant shall make full and prompt
payment of all sums necessary to pay for the cost of repairs, alterations,
improvements, changes, or other work done by Tenant to the
Premises.  Tenant shall Indemnify Landlord against all such costs and
liabilities incurred by Tenant, and against all construction liens arising out
of any such work, which may be asserted, claimed, or charged against Landlord,
the Premises, or the Building.  Notwithstanding anything to the
contrary in this Lease, the interest of Landlord in the Premises shall not be
subject to liens for improvements made by or for Tenant, whether or not the same
shall be made or done in accordance with this Lease or otherwise.  In
no event shall Landlord or the interest of Landlord in the Premises be liable
for, or subjected to, any liens under the Florida Construction Lien Law for
improvements or work made by or for Tenant.  In the event any notice
or claim of lien shall be asserted of record against the interest of Landlord in
the Premises on account of any improvement or work done by or for Tenant or any
person claiming by, through, or under Tenant, or the cost of which is the
responsibility of Tenant, Tenant shall have such notice or claim of lien
canceled and discharged of record as a claim against the interest of Landlord in
the Premises (either by payment and satisfaction or by removal by transfer to
bond or deposit as permitted by law) within 10 days after notice to Tenant by
Landlord.  Any fees and costs incurred by Landlord resulting from a
lien as described in this Article 16 shall be paid by Tenant, including
Attorney's Fees.




6




ARTICLE
17


INSURANCE





17.1  Required
Coverages. Tenant
shall obtain prior to the Commencement Date, and shall maintain in force
throughout the term hereof, either by “blanket” policy or separate policies, the
following types of insurance coverage:





A. Casualty
Insurance.  Fire, wind, storm, flood (if the Building is in a
flood zone), vandalism, malicious mischief, and extended coverage, insuring the
Building and all fixtures and other property of Landlord leased by Landlord to
Tenant pursuant to this Lease for the full replacement value thereof, without
deduction for depreciation.  With respect to flood insurance, however,
the amount of coverage shall be the maximum amount eligible for coverage under
the National Flood Insurance Program.





B. Liability
Insurance.  Comprehensive public liability insurance covering
claims for personal injury, death, and property damage arising out of Tenant's
use or occupation of the Premises, having a combined single limit of liability
of not less than $1,000,000.00 arising out of any one occurrence and a limit of
liability of not less than $500,000.00 for property damage.





C. Glass
Insurance.  All plate glass on or enclosing the Building; provided, however,
that Tenant shall have the option to self-insure such items.





D. Workers'
Compensation.  Workers' compensation insurance for the benefit
of all its employees entering upon the Premises as a result of or in connection
with their employment by Tenant.





17.2  Minimum
Requirements. All
insurance policies shall be issued by companies acceptable to Landlord and
licensed and registered to operate in the State of Florida, and shall be in form
reasonably satisfactory to Landlord.  Tenant shall provide Landlord
with copies of the policies or certificates evidencing that Tenant's insurance
is in full force and effect and stating the terms thereof.  Landlord
shall have the right, but not the obligation, to obtain any such insurance and
to pay the premiums therefor:  (a) by delivery of notice to Tenant at
least 30 days prior to the expiration of the then applicable insurance term; or
(b) at any time without notice should Tenant fail to provide any such
insurance.  In the event Landlord obtains any such insurance, the
entire amount of the premiums therefor shall be immediately due and payable by
Tenant to Landlord.  In the event of any damage covered under the
policy or policies obtained by Tenant under Article 17.1.A - 17.1.D, all
insurance proceeds for such damage shall be paid to Landlord.  All
insurance policies shall name Landlord, Security Instrument holders, and Tenant
as insureds, and shall provide that Landlord and Security Instrument holders
shall be given a minimum of 30 days written notice by registered mail by the
insurance company prior to cancellation, termination, or change in such
insurance.





17.3  Claims. To the
extent that either Landlord or Tenant may have claims against the other for
casualty damage to the Premises, the Building, or improvements or personal
property located thereon (including business interruption caused thereby), which
claims are covered by insurance payable to and protecting the claiming party,
the claiming party shall exhaust all claims under such insurance before
asserting any claims against the other party.  The foregoing shall
apply to claims for damage whether such damage is caused, wholly or partially,
by the negligence or other fault of the other party or its employees, agents,
invitees, or licensees.




7




ARTICLE
18


CASUALTY





18.1  Partial
Destruction. Except as
otherwise provided in Article 18.2, if the Building is damaged by fire or other
casualty insured under the insurance policies required by Article 17, then upon
Landlord's receipt of the insurance proceeds, but not later than 60 days after
the casualty occurs, Landlord shall commence the repair and restoration of the
Building to substantially the condition thereof immediately prior to such
damage, and shall thereafter use reasonably diligent efforts to complete such
repair and restoration, limited, however, to the extent of the insurance
proceeds received by Landlord therefor.





18.2  Other
Conditions. If, as a
result of fire or other casualty, the Building is rendered wholly untenantable,
the Building is damaged in whole or in part as a result of a risk not covered by
the insurance policies set forth in Article 17.1.A - 17.1.D, or the Building is
damaged to an extent of greater than 50 percent of the Building's then
replacement value, then Landlord may elect either to repair the damage or to
terminate this Lease by notice of such termination given to Tenant within 30
days after the date of such casualty.  Upon such termination, Tenant's
liability for the rents reserved hereunder shall cease as of the effective date
of the termination, subject, however, to the provisions for abatement of rent
set forth in Article 18.3.





18.3  Abatement. If, by
reason of fire or other casualty, greater than 50 percent of the Building is
rendered untenantable, the rent shall be fully abated.  If, by reason
of fire or other casualty, 50 percent or less of the Building is rendered
untenantable, the rent shall be abated proportionately on a square footage basis
as to that portion of the Building rendered untenantable.  Such
abatement shall terminate upon substantial completion of repairs to the Building
or upon Tenant's resumption of business operations within the damaged portion of
the Building, whichever shall first occur.  Except for the abatement
of rent as set forth above, Tenant shall not be entitled to, and hereby waives
all claims against Landlord for, any compensation or damage for loss of use of
the whole or any part of the Building or for any inconvenience or annoyance
occasioned by any such damage or repair.





18.4  Termination by
Tenant. If
Landlord elects, or is required, to repair damage to the Building pursuant to
Articles 18.1 or 18.2 and fails to commence such repairs within 60 days after
the date of the casualty giving rise to such repairs, Tenant may elect to
terminate this Lease by notice of such termination given to Landlord upon the
expiration of such 60-day period.  If, after commencing such repairs,
Landlord fails to use reasonably diligent efforts to complete such repairs,
Tenant shall give Landlord notice of such failure, and Landlord shall thereafter
have 15 days in which to undertake such reasonably diligent
efforts.  If Landlord thereafter fails to undertake and diligently
pursue such efforts, Tenant may elect to terminate this Lease by notice of such
termination to Landlord.





ARTICLE
19


INDEMNIFICATION





Landlord shall not be liable for injury
or damage caused to any person or property by reason of:  (a) the
failure of Tenant to perform any of its covenants or agreements hereunder; or
(b) any existing defect in the Premises or Building.  Tenant shall
Indemnify Landlord against all loss, damage, claim, demand, liability or expense
by reason of any damage or injury to persons (including loss of life) or
property which may arise as a result of, in connection with, or in any way
related to, the occupancy or use of the Premises by Tenant, whether or not
occurring or resulting in damage or injury within the
Premises.  Tenant acknowledges that the foregoing provisions of this
Article 19 shall apply to all activities on the Premises, even if such
activities are prior to the Commencement Date.  Notwithstanding the
foregoing provisions of this Article 19, Tenant shall have no obligation to
Indemnify Landlord against claims arising solely from the negligence of Landlord
or the failure of Landlord to perform its obligations under this
Lease.




8




ARTICLE
20


INSPECTION AND
REPAIR





Landlord and its representatives shall
have the right at any reasonable time to enter upon the Premises for the purpose
of inspection or making repairs or otherwise to protect Landlord’s interest, but
the right of Landlord to enter, repair, or do anything else to protect
Landlord’s interest, or the exercise or failure to exercise such right, shall in
no way diminish Tenant's obligations or enlarge Landlord's obligations under
this Lease, affect any right of Landlord, or create any duty or liability of
Landlord to Tenant or any third party.  Except in case of an
emergency: (a) Landlord shall give Tenant reasonable advance notice of
Landlord's intention to enter upon the Premises pursuant to the provisions of
this Article 20; and (b) Landlord and its representatives shall not materially
interfere with the reasonable conduct of Tenant's business in the exercise of
Landlord's rights under the provisions of this Article 20.





ARTICLE
21


DEFAULT





21.1  Event of
Default. The
occurrence of any of the following events, acts, or circumstances shall
constitute an “Event of Default”:





A. Failure
by Tenant to make any rental or other payment due hereunder within 10 days after
the same shall become due;





B. Failure
by Tenant to observe, perform, or comply with any of the terms, covenants,
agreements, or conditions contained in this Lease (other than as specified in
Article 21.1.A), and the continuance of such failure for 20 days after Landlord
has given Tenant notice of such failure.  If Tenant has promptly
commenced and diligently pursued remedial action within such 20-day period but
has been unable to cure its default prior to the expiration thereof, such 20-day
period shall be extended for the minimum time reasonably required for the
completion of Tenant's remedial action, provided Tenant continues to pursue such
remedial action;





C. The
bankruptcy of, or appointment of a receiver or trustee for, Tenant, unless the
same is vacated or dismissed within 20 days;





D. Tenant's
voluntarily petitioning for relief under, or otherwise seeking the benefit of,
any bankruptcy, reorganization, or insolvency law;





E. The sale
of Tenant's interest under this Lease by execution or other legal
process;





F. Tenant's
abandonment or vacation of the Premises for a period of 20 consecutive business
days during the term of this Lease;





G. Tenant's
making an assignment of a material portion of its assets for the benefit of
creditors;





H. Tenant's
failure to maintain its status as a corporation in good standing in the state of
its incorporation, or Tenant's dissolution or liquidation;





I. Tenant's
sale of all, or substantially all, of its assets.





21.2  Remedies. Upon the
occurrence of an Event of Default, Tenant shall become a tenant at sufferance,
and Landlord, at its option and at any time thereafter, may pursue, exercise,
and enforce either the remedy set forth in Article 21.2.A or the remedy set
forth in Article 21.2.B, without notice or demand except as hereinafter
provided.




9




A. Enter
upon and take possession of the Premises, using such force or means as may be
necessary and legally permitted, and dispossess and remove all persons, goods
and chattels, without liability to Tenant in law or in equity for any damages
caused by such removal, possession, and entry.  Upon such entry by
Landlord, Tenant shall at once surrender possession of the Premises and shall be
liable in damages and subject to equitable action for failure to do
so.  Surrender of the Premises shall not in and of itself constitute a
termination of this Lease or relieve Tenant from any of the terms, covenants,
and conditions hereof.  After resuming possession of the Premises,
Landlord may:





(1)  Relet, as
Tenant's agent and without terminating this Lease, the Premises for such amounts
and upon such terms and conditions as Landlord may deem best under the
circumstances, whereupon Tenant shall be liable to Landlord in general damages
for the difference between the rentals and other charges stipulated to be paid
by Tenant and what Landlord is able to recover from a re-letting, after
deducting any Attorney's Fees, commissions, and other expenses paid by Landlord
with respect to such re-letting; or





(2)  Terminate
this Lease, whether or not the Premises or any part thereof shall have been
relet, by notice to Tenant, whereupon this Lease shall end; provided, however,
that no such termination of this Lease shall relieve Tenant of its liability and
obligations under this Lease incurred prior to such termination.  Upon
such termination, Tenant shall be immediately liable for the damages, present
and prospective, which are the necessary and direct result of Tenant's breach,
as well as for any special damages as may have resulted from such
breach.





B. Treat
this Lease as remaining in existence, curing Tenant's default by performing or
paying the obligation which Tenant has breached.  All sums paid or
expenses incurred by Landlord directly or indirectly in curing Tenant's default
shall become immediately due and payable.  If the breach consists of a
failure to pay the rent stipulated in this Lease and Landlord elects to treat
this Lease as remaining in existence, Landlord may take such action as is
necessary to recover the rent due as each installment matures or for the whole
amount at the end of the term, or Landlord may upon the breach declare the
entire remaining unpaid rent for the balance of the term hereof immediately due
and payable and take such action as is necessary to recover same.





21.3  Nonexclusive
Remedies. The
remedies for which provision is made in this Article 21 shall not be exclusive,
and in addition thereto, Landlord may pursue such other remedies as are provided
by law upon the occurrence of an Event of Default.  In any event, and
irrespective of any option exercised by Landlord, Tenant shall pay to Landlord
all costs and expenses incurred by Landlord, including Attorney's Fees, in
connection with collection of rent or damages or enforcing other rights of
Landlord under this Article 21, whether or not Landlord elects to terminate this
Lease by reason of such Event of Default.  Tenant hereby expressly
waives all rights of redemption, if any, granted by or under any present or
future law in the event Tenant shall be evicted or dispossessed for any cause,
or in the event Landlord shall obtain possession of the Premises by virtue of
the provisions of this Lease, or otherwise.





21.4  Interest. Any sums
due under this Lease from Tenant to Landlord and not paid on the date due shall
bear interest from the date due at the maximum rate permitted by law until fully
paid.





21.5  Default by
Landlord. Landlord
shall be deemed in default under this Lease in the event:  (i) a
petition for bankruptcy is filed by or against Landlord, unless the same is
vacated or dismissed within 20 days; or (ii) Landlord fails to observe, perform,
or comply with any of the terms, covenants, agreements, or conditions contained
in this Lease, and such failure continues for a period of 20 days after Tenant
has given Landlord notice of such failure.  If Landlord has promptly
commenced and diligently pursued remedial action within such 20-day period but
has been unable to cure its default prior to the expiration thereof, such 20-day
period shall be extended for the minimum time reasonably required for the
completion of Landlord's remedial action, provided Landlord continues to
diligently pursue such remedial action.  In the event of default by
Landlord:




10




A. If
Landlord's default renders the Premises wholly untenantable, or if Landlord’s
default arises under Article 21.5(i), then Tenant shall have the right to
terminate this Lease upon 30 days notice to Landlord, whereupon both parties
shall be relieved of all further obligations hereunder; or





B. Tenant
may, upon written notice to Landlord, cure such default by performing or paying
the obligation which Landlord has breached.  In such case, all
reasonable expenses incurred by Tenant in curing Landlord's default shall be due
and payable from Landlord to Tenant within 10 days after delivery of notice to
Landlord of the amount of such expenses.  If Landlord fails to pay
such expenses within such 10-day period, Tenant may deduct the amount of such
expenses from the next due installments of rent.





ARTICLE
22


WAIVER; ESTOPPEL; ACCORD AND
SATISFACTION





The failure of a party to insist, in
any one or more instances, upon strict performance of any covenants or
agreements of this Lease, or to exercise any option of such party herein
contained, shall not be construed as a waiver or relinquishment of any right or
remedy of such party hereunder and shall not be deemed a waiver of any
subsequent breach or default by the other party of the covenants or conditions
herein.  Receipt of rent by Landlord, with knowledge of the breach of
any covenant or agreement hereof, shall not be deemed a waiver of such
breach.  No waiver by a party of any provision hereof shall be deemed
to have been made unless expressed in writing and signed by such
party.  Neither a payment by Tenant or receipt by Landlord of an
amount which is less than the amount then due pursuant to the terms of this
Lease, nor any endorsement or statement on any check or any letter accompanying
any check or payment hereunder, shall be deemed an accord and
satisfaction.  Landlord may accept such check or payment without
prejudice to Landlord's right to recover the balance of the rent or other amount
then due or to pursue any other remedy provided in this Lease.





ARTICLE
23


SUBORDINATION AND
NONDISTURBANCE





23.1  Subordination. All
rights and interests of Tenant hereunder are and shall be and remain subject,
subordinate, and inferior to all mortgages, trust deeds, ground leases, or
security instruments (each of which shall be referred to herein as a “Security
Instrument”), heretofore or hereafter given and encumbering the Premises, or any
part thereof, and to all renewals, modifications, consolidations, replacements,
and extensions of any such Security Instrument.  The rights of the
holder of any Security Instrument shall at all times be and remain prior and
superior to all rights and interests of Tenant.  This provision shall
operate as a subordination agreement with respect to all Security Instruments
and all renewals, modifications, consolidations, replacements, and extensions
thereof.  If the holder of a Security Instrument, or any person, firm,
or corporation agreeing to make a loan secured by a Security Instrument on the
Premises, shall require confirmation of any subordination for which provision is
herein made or a separate subordination agreement with respect to any
transaction, Tenant shall execute such confirmation or subordination agreement
in the form required by such Security Instrument holder or other person, firm,
or corporation agreeing or proposing to make a loan secured by a Security
Instrument on the Premises.  In the event any proceedings are brought
for foreclosure of, or in the event of the exercise of any power of sale under,
any Security Instrument, Tenant shall attorn to the Security Instrument holder
or purchaser upon any such foreclosure or sale and recognize such holder or
purchaser as the Landlord under this Lease.




11




23.2  Nondisturbance. Notwithstanding
the provisions of Article 23.1, provided that Tenant is current in payment of
rent and is not otherwise in default under the terms of this Lease, Tenant's
rights to peaceful occupation and possession of the Premises in accordance with
the provisions of this Lease shall not be disturbed for the term of this
Lease.  Landlord shall cause the holder of any Security Instrument
that is hereafter given by Landlord as an encumbrance on the Premises to execute
and deliver to Tenant an agreement acknowledging Tenant's rights under this
Article 23.2.





23.3  Rights of Security
Instrument Holder. In the
event that a Security Instrument holder or third party should take title to the
Premises through foreclosure or otherwise as a result of the default of
Landlord, then in that event the Security Instrument holder or third party title
holder shall not:  (a) be liable for a prior act or default of
Landlord or be subject to any defense or offsets available to Tenant against
Landlord; (b) be liable for any construction obligations of Landlord, including
repairs or renovations following a Taking or casualty; (c) be liable for any
prepaid rent or deposits paid by Tenant except to the extent same are actually
received by the Security Instrument holder or third party title holder; or (d)
be liable for any modification of this Lease except where approved in writing by
the Security Instrument holder.





A. As long
as the Premises are subject to the lien of a Security Instrument, then this
Lease and Tenant's tenancy shall remain in full force and effect
notwithstanding:  (1) any delay or omission by the Security Instrument
holder in exercising, or any waiver by the Security Instrument holder of, any
right or remedy under the Security Instrument; (2) any amendment of, or
supplement to, the Security Instrument which does not affect any rights of
Tenant under this Lease; or (3) any bankruptcy, receivership, consolidation,
reorganization, dissolution, liquidation, or similar proceeding with respect to
Landlord.  This Lease shall remain in full force and effect, and
Tenant's obligations hereunder shall not be modified, impaired, or diminished,
in the event a Security Instrument holder acquires title to the Premises through
a foreclosure or conveyance in lieu of foreclosure, provided only that the
Security Instrument holder, as successor in interest to Landlord, performs the
obligations of Landlord hereunder accruing from and after the date such Security
Instrument holder acquires title to the Premises.





B. Tenant
shall provide to any Security Instrument holder or third party taking title to
the Premises through foreclosure, within 10 days of written request to Tenant,
an estoppel certificate certifying that this Lease is unmodified and in full
force and effect, or that this Lease is in full force and effect as modified,
and stating the modifications.  Such estoppel certificate shall also
state the amount of monthly rent, the date to which the rent has been paid in
advance, and the amount of any security deposit or prepaid rent.  The
estoppel certificate shall be in form reasonably satisfactory to the Security
Instrument holder or third party taking title to the Premises through
foreclosure.





ARTICLE
24


CONDEMNATION





24.1  Taking. In the
event a part of the Premises be taken by reason of the exercise of the right of
eminent domain by any public or quasi-public authority, or be conveyed in
settlement of threatened eminent domain proceedings (both of which are referred
to as a “Taking”), there shall be an equitable abatement of the
rental.  Such equitable abatement shall result in the decrease of
rental payable by the percentage decrease in the square footage of the Building
resulting from the Taking.  If the Taking involves all the Premises or
such a substantial and material portion of the Premises as will reasonably
preclude Tenant from operating Tenant's business on the Premises, then this
Lease shall terminate as of the date the condemning authority acquires
possession of the Premises.




12




24.2  Damages. Landlord
reserves unto itself, and Tenant assigns to Landlord, all rights to damages
accruing on account of any Taking of any part of the Premises, or by reason of
any act of any public or quasi-public authority for which damages are payable;
provided,
however, that Tenant may recover from the condemning authority an amount
payable for business damages.  Tenant shall execute such instruments
of assignment as may be required by Landlord; join with Landlord in any petition
for the recovery of damages, if requested by Landlord; and turn over to Landlord
any damages (other than Tenant's business damages) that may be recovered in
connection with a Taking.  Landlord does not reserve to itself, and
Tenant does not assign to Landlord, any damages payable for trade fixtures
installed by Tenant at its cost and expense and which are not to remain part of
the Premises upon a termination or expiration of the term of this Lease, as set
forth in Article 10.2.





ARTICLE
25


TAXES





25.1  Taxes on
Property. Landlord
shall pay all ad valorem taxes or other assessments levied or assessed against
the Premises before they become delinquent.  Tenant shall pay all ad
valorem taxes or other assessments levied or assessed against Tenant's personal
property, including trade fixtures, located on the Premises and will cause such
personal property to be assessed directly to Tenant.





25.2  Taxes on
Rent. Tenant
shall pay all sales, use, and excise taxes levied, assessed, or payable on all
amounts payable under this Lease (which taxes shall be paid to Landlord along
with each monthly installment of rent), or on, or on account of, the leasing of
the Premises to Tenant.





25.3  Payment by
Landlord. If Tenant
fails to pay any taxes or assessments required to be paid by Tenant hereunder
and Landlord pays such amounts, Tenant shall thereafter pay to Landlord on
demand, as additional rent hereunder, all taxes and assessments paid by
Landlord, together with any interest or penalty incurred by Landlord due to
Tenant's failure to pay such amounts in a timely manner.  The
foregoing is in addition to, and not a limitation of, any other remedies of
Landlord provided in this Lease.





ARTICLE
26


RIGHT TO
SELL





Landlord is entitled to sell the
Premises at Landlord's discretion.  Should Landlord sell or convey the
title to the Premises, Tenant shall be obligated to Landlord's successor in
title and shall be required to maintain adherence to the conditions and
requirements of this Lease.  In the event of a proposed sale by
Landlord, Tenant shall execute an estoppel certificate or such other
documentation as may be reasonably required by Landlord.  In the event
of assignment of this Lease by Landlord in conjunction with Landlord's sale or
conveyance of the Premises, Landlord shall thereafter be relieved of all
obligations or liability arising under this Lease.





ARTICLE
27


NOTICES





All notices required by the terms of
this Lease shall be in writing. Notices may be sent by first class, certified
U.S. Mail, return receipt requested; by personal delivery, including delivery by
courier services; or by telecopy. Notices shall be deemed given three days
following the date of mailings, if notice is given by mail; upon receipt, if
notice is given by personal delivery; or at the time of transmission, if the
notice is given by telecopy. All notices and payments to be made to Landlord
under the terms of this Lease shall be delivered to Landlord at 259 Cedar Park
Circle, Sarasota, FL 34242. All notices to be sent to Tenant under the terms of
this Lease, and legal notices which might be delivered to Tenant in conjunction
with actions concerned with enforcement of terms of this Lease or recoveries
thereunder, shall be delivered to Tenant at the Premises. Either party may
change its address for notices by notifying the other party of such
change.




13




ARTICLE
28


ENVIRONMENTAL
MATTERS





28.1  Tenant's
Restrictions. Tenant
shall not cause or permit to occur:





A. Any
violation of Governmental Regulations related to environmental conditions on,
under, or about the Premises, or arising from Tenant's use or occupancy of the
Premises, including, but not limited to, soil and ground water conditions;
or





B. The use,
generation, release, manufacture, refining, production, processing, storage, or
disposal of any Hazardous Substances on, under, or about the Premises, or the
transportation to or from the Premises of any Hazardous Substances, except in
compliance with Governmental Regulations.





28.2  Environmental
Clean-up. Tenant
shall, at Tenant's own expense, comply with all Governmental Regulations
regulating Tenant's use, generation, storage, transportation, or disposal of
Hazardous Substances.  Furthermore:





A. Tenant
shall, at Tenant's own expense, make all submissions to, provide all information
required by, and comply with all requirements of, governmental authorities
pursuant to Governmental Regulations.





B. Should
any governmental authority or third party demand that a clean-up plan be
prepared and that a clean-up be undertaken because of any deposit, spill,
discharge, or other release of Hazardous Substances caused by Tenant or Tenant's
officers, agents, employees, invitees, or licensees that occurs during the term
of this Lease at, from, or about the Premises, then Tenant shall, at Tenant's
own expense, provide, submit, and implement the required plans and all related
bonds and other financial assurances.





C. Tenant
shall promptly provide all information regarding the use, generation, storage,
transportation, or disposal of Hazardous Substances that is requested by
Landlord.  If Tenant fails to fulfill any duty imposed under this
Article 28.2 within a reasonable time, Landlord may do so at Tenant's
expense.  In such case, Tenant shall cooperate with Landlord in order
to prepare all documents Landlord deems necessary or appropriate to determine
Tenant's compliance with Governmental Regulations, and Tenant shall execute all
such documents promptly upon Landlord's request.  No such action by
Landlord and no attempt made by Landlord to mitigate damages under any
Governmental Regulations shall constitute a waiver of any of Tenant's
obligations under this Article 28.





D. Tenant
shall Indemnify Landlord against all liability arising from:  (1) any
deposit, spill, discharge, or other release of Hazardous Substances that occurs
during the term of this Lease at or from the Premises or as a result of Tenant's
prior or future use or occupancy of the Premises; (2) Tenant's failure to
provide all information, make all submissions, and take all steps required by
all governmental authorities under Governmental Regulations; or (3) Tenant's
failure to comply with Tenant's obligations under this Article
28.  Tenant's obligations and liabilities under this Article 28 shall
survive the expiration or termination of this Lease.




14




ARTICLE
29


BROKERAGE
COMMISSIONS





Tenant warrants to Landlord that this
Lease was not procured by any real estate broker.  Tenant shall
Indemnify Landlord against any claim to a real estate commission arising out of
this Lease made by any broker with whom Tenant has dealt.





ARTICLE
30


ATTORNEY'S
FEES





In any arbitration proceeding to
construe or enforce this Lease, and in any judicial proceeding to construe or
enforce the award of the arbitrator, the losing party shall pay the prevailing
party's reasonable costs, expenses, and Attorney's Fees expended or incurred in
connection therewith.





ARTICLE
31


LIMITATION OF
LIABILITY





Notwithstanding anything in this Lease
to the contrary, Landlord's liability under this Lease shall be limited solely
to Landlord's interest in the Premises and the Building, together with the rents
and profits accruing therefrom after a default by Landlord, as such interest is
constituted from time to time.  Landlord shall have no personal
liability with respect to this Lease.





ARTICLE
32


MISCELLANEOUS





32.1  Entire
Agreement. This
Lease and the exhibits attached hereto constitute the sole and exclusive
agreement between the parties with respect to the Premises.  No
amendment, modification, or revision of this Lease shall be effective unless in
writing and executed by Landlord and Tenant.





32.2  Severability. If any
term or provision of this Lease or the application thereof to any present or
future circumstances, to any extent, be held to be invalid or unenforceable by a
court of competent jurisdiction, the remainder of this Lease shall be in full
force and effect, and only the provision found to be unenforceable shall be
stricken from the terms hereof.





32.3  Force
Majeure.


Should
a party be unable to perform any of its obligations contained in this Lease due
to circumstances beyond its control, including but not limited to labor
disputes; Governmental Regulations; fire or other casualty; acts of the other
party or the other party's employees, agents, contractors, subcontractors, or
invitees; inability to obtain material or services; strikes; or acts of nature,
such party shall not be considered in default under the terms of this Lease, the
time for performance by such party of the obligation shall be extended for a
period of time equal to the length of the delay caused by such circumstances,
and the other party shall not be excused from the obligation to pay all amounts
and charges required under this Lease as the same become due except as otherwise
expressly provided herein.





32.4  Radon. Florida
law requires the following statement in connection with the lease of any
building in Florida: RADON GAS: Radon is a naturally occurring radioactive gas
that, when it has accumulated in a building in sufficient quantities, may
present health risks to persons who are exposed to it over
time.  Levels of radon that exceed federal and state guidelines have
been found in buildings in Florida.  Additional information regarding
radon and radon testing may be obtained from your county public health
unit.




15




32.5  Exhibits. All
Exhibits referred to herein are incorporated by reference and made a part of
this Lease.





32.6  Governing
Law. This
Lease shall be construed according to Florida law.





32.7  Arbitration. Any
controversy or claim arising out of or relating to this Lease, or the breach
thereof, shall be settled by arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, and judgment upon the
award rendered by the arbitrator may be entered in any court having jurisdiction
thereof.  The arbitrator shall have no power to change any of the
provisions of this Lease in any respect, and the jurisdiction of the arbitrator
is hereby expressly limited accordingly.  The venue of any arbitration
proceeding brought hereunder shall be in Sarasota County, Florida.





32.8  Binding
Effect. The terms
and conditions of this Lease are binding upon the heirs, successors, and assigns
of the parties hereto.  The obligations of Tenant hereunder shall be
joint and several.





32.9  Usage. Whenever
used herein, the singular number shall include the plural and the plural the
singular, and the use of any gender shall include all genders.  Titles
of articles, paragraphs, and subparagraphs of this Lease are for convenience
only and neither limit nor amplify the provisions of this Lease.





32.10  No Third Party
Rights. The
provisions of this Lease are for the exclusive benefit of Landlord and Tenant,
and except for rights expressly granted to third parties by the terms hereof, no
third party shall have any right or claim against Landlord or Tenant by reason
of such provisions or be entitled to enforce any of such provisions against
Landlord or Tenant.





32.11  No
Recording. Neither
this Lease nor any portion hereof shall be recorded unless both parties hereto
agree in writing.





32.12  Time of
Essence. Time is
of the essence of this Lease.








[SIGNATURE
PAGE TO FOLLOW]







16




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




Signed,
      sealed, and delivered in
                                  
                                  LANDLORD:the
      presence of:
                                  
                                  JORDYN
      HOLDINGS III, LLCBy:Its:As
      to Landlord




TENANT:GPS
      INDUSTRIES, INC.By:Its:As
      to Tenant












17