LEASE
AGREEMENT
 
 
 
 
 between
 
 431
Fairway Associates, LLC,
 a
Florida limited liability company
 (Landlord)
 
 
 
 and
 
 
 China
Direct, Inc.,
 a
Florida Corporation
 (Tenant)
 
 
 
 
 
 Dated:    August
21, 2007
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 431
Fairway Drive
 Deerfield
Beach, FL  33441
 
  
  TABLE OF
CONTENTS
 
 Page
 ARTICLE
      I
              DESCRIPTION
      OF PROPERTY; TERM
              1Section
      1.1
              Description
      of Property
              1Section
      1.2
              Term
              1Section
      1.3
              Intentionally
      DeletedARTICLE
      II
              BASE
      RENT
              2Section
      2.1
              Base
      Rent; Late Charge; Sales Tax
              2Section
      2.2
              Base
      Rental Adjustment
              3Section
      2.3
              Payment
      Without Notice or Demand
              3Section
      2.4
              Place
      of Payment
              3ARTICLE
      III
              OPERATING
      EXPENSES
              3Section
      3.1
              Operating
      Expenses
              3Section
      3.2
              Interim
      Operating Expenses
              5ARTICLE
      IV
              SECURITY/DAMAGE
      DEPOSIT
              6Section
      4.1
              Security/Damage
      Deposit
              6ARTICLE
      V
              USE
      OF PREMISES
              6Section
      5.1
              Use
      of Premises
              6ARTICLE
      VI
              PARKING
              7Section
      6.1
              Parking
              7ARTICLE
      VII
              LEASEHOLD
      IMPROVEMENTS
              7Section
      7.1
              Leasehold
      Improvements
              7Section
      7.2
              Acceptance
      of Premises
              7ARTICLE
      VIII
              LANDLORD
      AND TENANT OBLIGATIONS
              7Section
      8.1
              Tenant’s
      Obligations
              7Section
      8.2
              Landlord’s
      Obligations
              8Section
      8.3
              Floor
      Loads; Noise and Vibration
              8Section
      8.4
              Services
              8Section
      8.5
              Utilities
              8Section
      8.6
              Telecommunications
              9Section
      8.7
              Generator
              10ARTICLE
      IX
              LANDLORD’S
      AND TENANT’S PROPERTY
              10Section
      9.1
              End
      of Term
              10Section
      9.2
              Landlord’s
      Lien and Security Interest
              11ARTICLE
      X
              INSURANCE
              11Section
      10.1
              Tenant’s
      Insurance
              11Section
      10.3
              Casualty
      Damage
              12ARTICLE
      XI
              ALTERATIONS
      AND MECHANIC’S LIENS
              12Section
      11.1
              Alterations
      by Tenant
              12Section
      11.2
              Liens
              13ARTICLE
      XII
              ASSIGNMENT
      OR SUBLETTING
              13Section
      12.1
              Tenant’s
      Transfer
              13Section
      12.2
              Landlord’s
      Right of Recapture
              14Section
      12.3
              Minimum
      Rental Requirement
              14Section
      12.4
              Landlord's
      Transfer
              14ARTICLE
      XIII
              OBLIGATION
      TO COMPLY
              14Section
      13.1
              Compliance
      with Laws
              14Section
      13.2
              Rules
      and Regulations
              14Section
      13.3
              Attorneys’
      Fees
              14ARTICLE
      XIV
              RIGHT
      OF LANDLORD TO PERFORM TENANT’S COVENANTS
              15Section
      14.1
              Payment
      or Performance
              15Section
      14.2
              Reimbursement
              15ARTICLE
      XV
              NON-LIABILITY
      AND INDEMNIFICATION
              15Section
      15.1
              Non-Liability
      of Landlord
              15Section
      15.2
              Indemnification
              15Section
      15.3
              Impossibility
      of Performance
              15ARTICLE
      XVI
              DEFAULT
              16Section
      16.1
              Events
      of Default
              16Section
      16.2
              Grace
      Periods
              16Section
      16.3
              Remedies
              17Section
      16.4
              Presumption
      of Abandonment
              17Section
      16.5
              Multiple
      Defaults
              17Section
      16.6
              Right
      of Redemption
              17ARTICLE
      XVII
              NOTICE
      OF SURRENDER/HOLDOVER
              17Section
      17.1
              Notice
      of Surrender/Holdover
              17ARTICLE
      XVIII
              EMINENT
      DOMAIN
              18Section
      18.1
              Condemnation
              18ARTICLE
      XIX
              QUIET
      ENJOYMENT
              18Section
      19.1
              Quiet
      Enjoyment
              18ARTICLE
      XX
              SUBORDINATION
              18Section
      20.1
              Subordination
              18ARTICLE
      XXI
              LANDLORD’S
      RIGHT OF ACCESS
              19Section
      21.1
              Access
      for Maintenance and Repair
              19Section
      21.2
              Access
      for Inspection and Showing
              19Section
      21.3
              Landlord’s
      Alterations and Improvements
              19ARTICLE
      XXII
              SIGNS
      AND OBSTRUCTION
              19Section
      22.1
              Signs
              19Section
      22.2
              Obstruction
              19ARTICLE
      XXIII
              NOTICES
              19Section
      23.1
              Notices
              19ARTICLE
      XXIV
              MISCELLANEOUS
              20Section
      24.1
              INTENTIONALLY
      DELETEDSection
      24.2
              Environmental
      Indemnity
              20Section
      24.3
              Radon
      Gas
              21Section
      24.4
              Broker
      Commission
              21Section
      24.5
              Estoppel
      Certificates
              21Section
      24.6
              No
      Recordation
              21Section
      24.7
              Time
      and Governing Law
              21Section
      24.8
              No
      Partnership or Joint Venture
              21Section
      24.9
              Approval
      by Superior Mortgagee
              22Section
      24.10
              Financial
      Statements
              22Section
      24.11
              Capacity
      to Execute Lease
              22Section
      24.12
              Landlord's
      Liability
              22Section
      24.13
              Waiver
      of Trial by Jury
              22Section
      24.14
              Anti-Terrorism
      Representation
              22Section
      24.15
              NonDisclosure
      of Lease Terms
              23Section
      24.16
              No
      Waiver
              23Section
      24.17
              Light
      and Air/Adjacent Excavation and Shoring
              23Section
      24.18
              Name
      and Image of Building
              23Section
      24.19
              Entire
      Agreement; Modifications
              23
 
 
  
  SUMMARY
OF LEASE
 
 THIS
DOCUMENT IS MERELY A SUMMARY AND ANY PROVISIONS OF THE LEASE AND OTHER
AGREEMENTS BETWEEN LANDLORD AND TENANT SHALL PREVAIL OVER CONFLICTING PROVISIONS
CONTAINED HEREIN.
 
 (A)
                              LANDLORD’S MAILING ADDRESS
                              c/o
      Konover South, LLC
                                431
      Fairway Drive, Suite 300
                                Deerfield
      Beach, FL  33441
                                Attn:
      Beatrice T. Williams,
                                Director,
      Contract & Lease Administration
                                With
      Simultaneous Copy to:
                                Gregory
      V. Combs, President
                                (Same
      Address)TENANT’S NAME:
                              China
      Direct, Inc.MAILING ADDRESS
                                (Prior
      to the Rent Commencement Date)
                              The
      Courtyards
                                5301
      N. Federal Highway, Suite 120
                                Boca
      Raton, FL  33487(C)
                              DEMISED
      PREMISES:
                              5,235
      rentable square feet
                                Suite
      200
                                431
      Fairway Drive
                                Deerfield
      Beach, FL  33441(D)
                              TERM:
                              Approximately
      Five (5) years
                                commencing
      on the Rent Commencement
                                Date
      and expiring on the Expiration Date(E)
                              RENT
      COMMENCEMENT DATE:
                              Upon
      Substantial Completion of Tenant
                                Improvements,
      as defined in Section 1.2 and
                                the
      Work Letter Agreement attached hereto
                                as
      Exhibit “E”EXPIRATION
      DATE:
                              the
      last day of the Sixtieth (60th)
      full
                                calendar
      month following the Rent
                                Commencement
      Date(F)
                              FIRST
      YEAR BASE RENT:
                              $22.00
      per rentable square foot(G)
                              INTERIM
      OPERATING EXPENSES
                              $10.00
      per rentable square foot(H)
                              TENANT
      IMPROVEMENT ALLOWANCE:
                              Not
      to exceed $340,275.00 ($65.00 per rentable square foot of the
      Premises)(I)
                              SECURITY/DAMAGE
      DEPOSIT:
                              $27,920.00(J)
                              PERMITTED
      USE:
                              General
      Office(K)
                              PROPORTIONATE
      SHARE:
                              18.35%(L)
                              GUARANTOR:
                              N/A(K)
                              EXHIBITS
                              The
      following exhibits attached to this Lease are hereby
      incorporated herein and made a part hereof.EXHIBIT
      “A”
                              PremisesEXHIBIT
      “B”
                              Site
      PlanEXHIBIT
      “C”
                              Legal
      DescriptionEXHIBIT
      “D”
                              Rules
      & RegulationsEXHIBIT
      “E”
                              Work
      Letter AgreementPlease
      make all checks payable to :
                              431Fairway
      Associates, LLC
                                c/o
      Konover South, LLC
                                431
      Fairway Drive, Suite 300
                                Deerfield
      Beach, FL
33441
 
 INCLUDE
431 FAIRWAY ASSOCIATES, LLC AS AN ADDITIONAL INSURED ON ALL INSURANCE
POLICIES.
  
  LEASE
AGREEMENT
  THIS LEASE AGREEMENT
(hereinafter referred to as the “Lease”) is made and entered into as of the 21
day of August, 2007 (the "Effective Date"), by and between 431 FAIRWAY
ASSOCIATES, LLC, a Florida limited liability company (hereinafter referred to as
“Landlord”) and China Direct Investments, Inc., a Florida Corporation
(hereinafter referred to as “Tenant”).
  W
I T N E S S E T H:
  THAT LANDLORD, in
consideration of the rents and agreements hereafter promised and agreed by
Tenant to be paid and performed, does hereby lease to Tenant, and Tenant does
hereby lease from Landlord, the Premises described herein, subject to the
following terms.
  ARTICLE
I  DESCRIPTION OF PROPERTY; TERM
  Section
1.1                           Description of Property.Landlord hereby
leases to Tenant and Tenant hereby leases from Landlord approximately 5,235
rentable square feet of office space measured in accordance with the Standard
Method for Measuring Floor Area in Office Buildings, ANSI Z65.1-1996, as
promulgated by the Building Owners and Managers Association (BOMA) International
(which rentable square footage and all other amounts specified in this Lease
which are a function of rentable square footage, shall be subject to adjustment
based upon Landlord’s final “as built” measurement of the Premises and the
building in which the Premises are located) on the Second (2nd) floor, and known
as Suite 200 (hereinafter referred to as the “Premises”) approximately as shown
on Exhibit “A” attached hereto, in the office building which is located at 431
Fairway Drive, Deerfield Beach, FL  33441 together with a first floor
parking garage located therein (hereinafter collectively referred to as the
“Building”) as depicted on the site plan attached hereto as Exhibit
“B”.   The Building and the parcel of land on which it is located
as legally described in Exhibit “C” and all improvements located on such land is
collectively referred to herein as the “Property”.  The “Common Areas”
of the Property include such areas and facilities as delivery facilities,
walkways, landscaped and planted areas, and parking facilities and are those
areas designated by Landlord for the general use in common of occupants of the
Property, including Tenant.  The Common Areas shall at all times be
subject to the exclusive control and management of Landlord.  Landlord
may grant third parties specific rights concerning portions of the Common
Areas.  Landlord may increase, reduce, improve, or otherwise alter the
Common Areas, otherwise make improvements, alterations, or additions to the
Property, and change the name or number by which the Building or Property is
known.  Landlord may also temporarily close the Common Areas to make
repairs.  In addition, Landlord may temporarily close the Property and
preclude access to the Premises in the event of casualty, governmental
requirements, acts of terrorism, the threat of an emergency such as a hurricane
or other act of God, or if Landlord otherwise reasonably deems it necessary in
order to prevent damage or injury to person or property.  This Lease
does not create, nor will Tenant have any express or implied easement for, or
other rights to, air, light, or view over, from, or about the
Property.
  Section
1.2                           Term.  Tenant shall
have and hold the Premises for a term of approximately Five (5) years
(hereinafter referred to as the “Term” or “Lease Term”), commencing on the Rent
Commencement Date which, for purposes of this Lease shall mean the date of
Substantial Completion of Tenant Improvements as defined in the Work Letter
Agreement attached hereto as Exhibit "E" and expiring on the last day of the
sixtieth (60th) full
calendar month thereafter (the “Expiration Date”). Tenant agrees that when the
Rent Commencement Date and Expiration Date are determined, it will execute a
commencement agreement setting forth such dates in the form attached hereto as
Exhibit F certifying said dates.  Tenant’s failure to execute the
commencement agreement shall not affect the rights and/or obligations of Tenant
hereunder or the establishment of such dates.  Notwithstanding the
fact that the Rent Commencement Date of the Lease Term commences after the date
of the execution of this Lease, all of the representations, warranties,
covenants, indemnities and obligations of Landlord and Tenant shall, except as
expressly otherwise set forth in this Lease or unless the context clearly
requires otherwise, be effective and binding on Landlord and Tenant (and
enforceable by either) as, of, from and after the Effective Date of this
Lease.  For all purposes of this Lease, the term “Lease Year” shall
have the following meaning: a Lease Year shall be that twelve (12) consecutive
month period commencing on the Rent
    - 1
-
  Section
1.3                           Commencement
Date and the annual anniversary thereof.  In the event the Rent
Commencement Date shall be a day other than the first day of a calendar month,
then the first Lease Year shall commence on the Rent Commencement Date and
continue through and include the last day of the twelfth (12th) month
in which the Rent Commencement Date occurred in the next calendar year and each
Lease Year thereafter shall mean the first day of the first month following the
end of the previous Lease Year continuing through and including the last day of
the twelfth (12th) month
thereafter (e.g. – should the Rent Commencement Date be September 6, the first
Lease Year shall be September 6 through and including September 30 of the
following year; each Lease Year thereafter shall be October 1 though and
including September 30 of the following year).  For all purposes of
this Lease, the term “calendar year” shall be the twelve (12) month periods from
January 1 through December 31.  However, the first calendar year shall
run from the Rent Commencement Date through the 31st day of
December immediately following.
  Section
1.4                                Option
to Extend.
 a           Option.  Landlord
hereby grants Tenant the option to extend (“Extension Option”) the term of this
Lease for one (1) additional term of five (5) years (the “Extension Term”),
commencing as of the date immediately following the Expiration Date of the
initial Lease Term, subject to the covenants and conditions of this Section
1.3.
  b.       Notice and Exercise of
Option.  Tenant shall give Landlord written notice (the
“Extension Notice”) of Tenant’s election to exercise its Extension Option not
later than one hundred and eighty (180) days prior to the expiration of the
Lease Term; provided that Tenant’s failure to give the Extension Notice by said
date, whether due to Tenant’s oversight or failure to cure any existing defaults
after notice and applicable grace periods, if any, or otherwise, shall render
this Extension Option null and void.
  c.           “AS-IS”
Condition.  Tenant shall be deemed to have accepted the
Premises in “AS-IS” condition as of the commencement of the Extension Term,
subject to any other repair and maintenance obligations of Landlord under this
Lease, it being understood and agreed that Landlord shall have no additional
obligation to renovate or remodel the Premises or any portion of the Building as
a result of Tenant’s extension of this Lease.
  d.           Covenants.  The
covenants and conditions of this Lease in force during the Lease Term, as the
same may be modified from time to time, shall continue to be in effect during
the Extension Term, except as follows:
  (1)           The
“Rent Commencement Date” for the purposes of this Lease shall be the first day
of the Extension Term.
 (2)              During each Lease Year of the Extension Term (including
the first Lease Year thereof) the Base Rent shall increase by four
percent (4%) over the Base Rent payable in the immediately preceding Lease Year.  Operating
Expenses and any other Additional Rent shall continue to be paid on a monthly
basis in the same manner as was applicable during the initial Lease
Term.
 (4)           Following the expiration of the Extension Term as
provided herein, Tenant shall have no further right to renew or extend this
Lease.
 (5)           Tenant's option to renew this Lease shall not be
transferable by Tenant and shall not inure to the benefit of any subtenant or
assignee of Tenant without the express prior consent of Landlord, in its sole
and absolute discretion.
  ARTICLE
II                                BASE
RENT
 Section
2.1                           Base Rent; Late Charge; Sales
Tax.  Commencing on the Rent Commencement Date (defined above)
Tenant agrees to pay Landlord base rent for the first year of the Lease Term in
the amount of Twenty Dollars ($22.00) times the rentable square footage of the
Premises as set forth in Section 1.1 above (the "Base Rent"), payable in twelve
(12) equal monthly installments due on or before the first day of each and every
month during the first year of the Lease Term, plus the prorated amount of Base
Rent for any partial month if the Rent Commencement Date is other than the first
day of the month.  In addition, Tenant shall, during the entire Lease
Term, and any renewal terms, be responsible for the payment of Operating
Expenses (hereafter defined) as provided in Article III below (the Base Rent and
Operating Expenses shall be considered Rent as that term is used in Florida
Statute Chapter 83 and shall sometimes be collectively referred to as the
"Rent").  Unless otherwise expressly provided, all monetary
obligations of Tenant to Landlord under this Lease, of any type or nature, other
than Base Rent, shall be designated as Additional Rent.  In the event
the Rent
   - 2
-
  Commencement
Date is a day other than the first day of the month, the first payment of Rent
shall be prorated accordingly and shall be due and payable on the Rent
Commencement Date.  In the event any monthly Rent payment is not paid
within five (5) days after it is due, Tenant agrees to pay a late charge of five
(5%) percent of the amount of the payment due.  Tenant further agrees
that the late charge imposed is fair and reasonable, complies with all laws,
regulations and statutes, and constitutes an agreement between Landlord and
Tenant as to the estimated compensation for costs and administrative expenses
incurred by Landlord due to the late payment of Rent by
Tenant.  Tenant further agrees that the late charge assessed pursuant
to this Lease is not interest, and the late charge assessed does not constitute
a lender or borrower/creditor relationship between Landlord and Tenant, and may
be treated by Landlord as Additional Rent owed by Tenant.  The late
charge is not intended to cover Landlord's attorneys' fees and costs relating to
delinquent Rent.  Acceptance of any late charge shall not constitute a
waiver of Tenant's default with respect to such late payment by nor prevent
Landlord from exercising any other rights or remedies available to Landlord
under this Lease.  Tenant shall, together with each payment of Rent,
pay to Landlord all sales, use or other taxes pertaining to the Rent which shall
be remitted by Landlord to the Florida Department of Revenue or other
appropriate taxing authority.  No security or guaranty which may now
or hereafter be furnished to Landlord for the payment of Rent due hereunder or
for the performance by Tenant of the other terms of this Lease shall in any way
be a bar or defense to any of Landlord’s remedies under this Lease or at
law.  Tenant’s covenant to pay Rent and all other amounts due under
this Lease (including, without limitation, Base Rent and Additional Rent) is
independent of all other covenants contained in this Lease.
  Section
2.2                           Base Rental
Adjustment.  Commencing on the first anniversary of the Rent
Commencement Date (defined above) (provided such anniversary date falls on the
first day of the month, otherwise on the first day of the following month) and
each and every anniversary thereafter, the Base Rent shall increase by four
percent (4%) percent over the previous year’s Base Rent, including the Extension Term, if
exercised.
  Section
2.3                           Payment Without Notice or
Demand.  The Rent called for in this Lease shall be paid to
Landlord without notice or demand, and without counterclaim, offset, deduction,
abatement, suspension, deferment, diminution or reduction.  Tenant
hereby waives all rights now or hereafter conferred by statute or otherwise to
quit, terminate or surrender this Lease or the Premises or any party thereof, or
to any offset, deduction, abatement, suspensions, deferment, diminution or
reduction of the Rent on account of any such circumstances or
concurrence.
  Section
2.4                           Place of
Payment.  All payments of Rent shall be made and paid by Tenant
to 431 Fairway Associates, LLC c/o Konover South, LLC, 431 Fairway Drive, Suite
300, Deerfield Beach, Florida  33441 or at such other place as
Landlord may, from time to time, designate in writing to Tenant.  All
Rent shall be payable in current legal tender of the United States, as the same
is then by law constituted.  Any extension, indulgence, or waiver
granted or permitted by Landlord in the time, manner or mode of payment of Rent,
upon any one (1) or more occasions, shall not be construed as a continuing
extension, indulgence or waiver, and shall not preclude Landlord from demanding
strict compliance herewith.
  ARTICLE
III   OPERATING EXPENSES
  Section
3.1                           Operating
Expenses.  In addition to the Base Rent, Tenant shall pay as
Additional Rent its proportionate share (hereinafter referred to as “Tenant’s
Proportionate Share”) of the Operating Expenses (as herein defined) of the
Building and the Property.  “Tenant’s Proportionate Share” shall, at
any given time, be defined as that fraction having as a numerator the total
rentable square footage leased hereunder at said time, and having as a
denominator the total rentable square footage of the
Building.  Operating Expenses shall be paid to Landlord in accordance
with the following provisions:
  Operating
Expenses shall be paid to Landlord in accordance with the following
provisions:
   - 3
-
  A.           Landlord
shall furnish to Tenant within thirty (30) days prior to the beginning of each
calendar year, including the first calendar year following the year in which the
Rent Commencement Date occurs, a budget setting forth Landlord’s estimate of
Operating Expenses for the upcoming year.  Tenant shall pay to
Landlord, on the first  day  of each month an amount equal
to one-twelfth (1/12th) of
Landlord’s estimate of the Operating Expenses for that calendar
year.  If there shall be any increase or decrease in the Operating
Expenses for any year, whether during or after such year, Landlord shall furnish
to Tenant a revised budget and the Operating Expenses shall be adjusted and paid
or credited, as the case may be.  If a calendar year ends after the
expiration or termination of this Lease, the Operating Expenses payable
hereunder shall be prorated to correspond to that portion of the calendar year
occurring within the Term of this Lease.
  If during
any year the entire Building is not occupied or Landlord is not furnishing
utilities or services to all of the premises in the Building, then the variable
Operating Expenses for such year shall be “grossed up” (using reasonable
projections and assumptions) to the amounts that would apply if the entire
Building were completely occupied and all of the premises in the Building were
provided with the applicable utilities or services.  Variable
Operating Expenses are Operating Expenses that are variable with the level of
occupancy of the Building (such as janitorial services, utilities, refuse and
waste disposal, and management fees).  Instead of including in
Operating Expenses certain costs, Landlord may bill Tenant, and Tenant shall pay
for those costs, in any one or a combination of the following
manners:  (a) direct charges for services provided for the exclusive
benefit of the Premises that are subject to quantification; (b) based on a
formula that takes into account the relative intensity or quantity of use of
utilities or services by Tenant and all other recipients of the utilities or
services, as reasonably determined by Landlord; or (c) pro rata based on the
ratio that the rentable square footage of the Premises bears to the total
rentable area of the Building that are benefited by such costs.
   Within
120 days after the end of each calendar year, Landlord shall furnish to Tenant
an operating statement showing the actual Operating Expenses incurred for the
preceding calendar year.  Tenant shall either receive a refund or be
assessed an additional sum based upon the difference between Tenant’s
Proportionate Share of the actual Operating Expenses and the Operating Expense
payments made by Tenant during said year.  Any additional sum owed by
Tenant to Landlord shall be paid within ten (10) days of receipt of
assessment.  Any refund owed by Landlord to Tenant shall be credited
toward Tenant’s next month’s rental payment.  If Tenant disputes the
statement then, pending resolution of the dispute, Tenant shall pay the
Operating Expenses in question to Landlord in the amount provided in the
disputed statement. Each Operating Statement given by Landlord shall be
conclusive and binding upon Tenant unless, within thirty (30) days of
Tenant’s receipt thereof, Tenant shall notify Landlord that it disputes the
accuracy of said Operating Statement, in which event Tenant shall have the
right, within ninety (90) days of its receipt of such statement, at
Tenant’s sole cost and expense, to audit Landlord’s records pertaining to
Operating Expenses. Such audit shall be performed by an independent firm of
certified public accountants that is not being compensated by Tenant on a
contingency fee basis;, and shall be performed during regular
business hours at the office where Landlord maintains its books and
records.  Any over-billing discovered in the course of such audit shall be
credited to Tenant’s next ensuing payment of Operating Costs following
Landlord’s receipt of a copy of the audit, or if the Lease has expired, will be
paid to Tenant within thirty (30) days following Landlord's receipt of a copy of
the audit.  If the audit discloses an undercharge to Tenant, Tenant
shall pay to Landlord the amount of such undercharge within thirty (30) days of
completion of the audit.  Tenant shall not be entitled to perform any
such audit more than one (1) time per year during the Term hereof, or during any
period within which Tenant is in default under the Lease.
  B.
              The
      term “Operating Expenses” shall mean the total of all of the costs
      incurred by Landlord relating to the ownership, operation, management and
      maintenance of the Building and Property and the services provided tenants
      of the Building.  By way of explanation and clarification, but
      not by way of limitation, Operating Expenses will include the costs and
      expenses incurred for the
following:
   - 4
-
  1.
              Real
      Estate Taxes.  The term “Real Estate Taxes” shall mean all ad
      valorem and non-ad valorem taxes, assessments, and other charges by any
      governmental authority, including real and personal property taxes,
      transit and other special district taxes, franchise taxes, and solid waste
      assessments that are imposed on the Building or Property.  If a
      tax shall be levied against Landlord in substitution in whole or in part
      for the Real Estate Taxes or otherwise as a result of the ownership of the
      Building or Property, then the other tax shall be deemed to be included
      within the definition of “Real Estate Taxes”.  “Real Estate
      Taxes” shall also include all costs incurred by Landlord in contesting the
      amount of the assessment of the Building or Property made for Real Estate
      Tax purposes, including attorneys’, consultants’, and appraisers’
      fees;
  2.
              pest
      control;
 3.
              trash
      and garbage removal (including dumpster rental) and
    recycling;
 4.
              porter
      and matron service (if applicable);
 5.
              security;
 6.
              Common
      Areas decorations;
 7.
              repairs,
      maintenance, and alteration of the systems of the Building and/or
      Property, Common Areas, and other portions of the Building or Property to
      be maintained by Landlord;
 8.
              amounts
      paid under easements or other recorded agreements affecting the Building
      or the Property, including assessments paid to property owners’
      associations;
 9.
              repairs,
      maintenance, replacements, and improvements that are appropriate for the
      continued operation of the Building as a first class
    building;
 10.
              improvements
      required by law;
 11.
              improvements
      in security systems;
 12.
              materials,
      tools, supplies, and equipment to enable Landlord to supply services that
      Landlord would otherwise have obtained from a third
  party;
 13.
              expenditures
      designed to result in savings or reductions in Operating
      Expenses;
 14.
              landscaping,
      including fertilization and irrigation supply and
    maintenance;
 15.
              parking
      garage and surface parking area maintenance and
  supply;
 16.
              property
      management fees;
 17.
              an
      onsite management office (or the pro rata share only of an off-site
      management office based on Landlord’s estimate of the percentage allocated
      to the Property);
 18.
              all
      utilities serving the Premises, the Building and Property and not
      separately billed to or reimbursed by any tenant of the Building including
      those in connection with the Generator described in Section 8.6
      below;
 19.
              cleaning,
      window washing, and janitorial
services;
 20.
              all
      insurance customarily carried by owners of comparable buildings in the
      suburban Deerfield Beach area or required by any mortgagee of the Building
      or Property;
 21.
              supplies;
 22.
              service
      and maintenance contracts for the Building or
  Property;
 23.
              wages,
      salaries, and other benefits and costs of employees of the Landlord up to
      and including the building manager (including a pro rata share only of the
      wages and benefits of employees who are employed at more than one
      building; which pro rata share shall be determined by Landlord and shall
      be based on Landlord’s estimate of the percentage of time spent by the
      employees at the Property);
 24.
              legal,
      accounting, and administrative costs;
and
 25.
              uniforms
      and working clothes for employees and the cleaning of
  them;
 26.
              maintenance,
      repair and replacement of the HVAC systems;
and
 27.
              maintenance
      and repair of the Generator and fuel consumption in connection
      therewith.
 
 Interim Operating
Expenses.  During the period from the Rent Commencement Date
through December 31, 2007 Tenant shall pay as Interim Operating Expenses Ten
($10.00) Dollars per square foot per year, payable monthly, which is merely an
estimate of the actual Operating Expenses for such
period.  Not
   - 5
-
  later
than 120 days after the end of the calendar year, Landlord shall compute the
actual Operating Expenses incurred during such period.  Tenant shall
either receive a refund or be assessed an additional sum based upon the
difference between Tenant’s Proportionate Share of the actual Operating Expenses
and the payments of Interim Operating Expenses made by Tenant during such
period.  Any additional sum owed by Tenant to Landlord shall be paid
within ten (10) days of receipt of assessment.  Any additional sum
owed by Landlord to Tenant shall be credited toward Tenant’s next month’s Rent
payment.
  Section 3.3 Operating Expense
Cap. Tenant’s Proportionate Share of Operating Expenses consisting of
“Controllable Operating Expenses” (as hereinafter defined) shall not increase
from one (1) calendar year to the next by more than ten percent (10%) per
calendar year during the initial Term of this Lease on a cumulative basis
utilizing the estimated Operating Expenses for 2008 as the base year amount.
“Controllable Operating Expenses” shall mean all Operating Expenses, except for
insurance premiums, all taxes which are Operating Expenses under this Lease
including, without limitation, real estate taxes, personal property taxes and
other governmental assessments and impositions, any windstorm restoration costs
not covered by insurance, and costs of fuel consumption in connection with the
use of the Generator. In no event shall there be any annual limit on increases
to Tenant’s Proportionate Share of Operating Expenses which are not Controllable
Operating Expenses.  In the event Tenant extends the Term of this
Lease beyond the initial term hereof, the base amount for purposes of
calculating Tenant's Proportionate Share of Operating Expenses shall be the
actual operating expenses for the first year of the extended Term,
subject to the ten (10%) percent cumulative cap on Controllable Operating
Expenses through the remainder of the extended
Term.  Additionally, any expenses deferred because of construction
warranties (i.e. HVAC service contracts, elevator service contracts,
fire/security service contracts, etc.) will be added back to the Operating
Expenses prior to determining whether or not the controllable Operating Expense
cap has been exceeded.
 
 
 ARTICLE
IV SECURITY/DAMAGE DEPOSIT
  Section
4.1                           Security/Damage Deposit.
Simultaneously with the execution of this Lease, Tenant shall pay the sum of
Twenty-Seven Thousand NineHundred Twenty Dollars ($27,920.00) Dollars (the
“Security Deposit”) to be held by Landlord as security for Tenant’s full and
faithful performance of this Lease including the payment of Rent.  It
is expressly understood that such deposit shall not be considered an advance
payment of Rent or a measure of Landlord’s damages in the event of default by
Tenant.  Landlord shall have the right to apply all or any part of the
security deposit against any damage, injury, expense or liability caused
Landlord by Tenant or by Tenant's default hereunder, including, but not limited
to:  (a) unreasonable wear and tear of the Premises; (b) loss or
damage to the Premises or other property of the Landlord caused by Tenant,
Tenant’s officers, employees, agents invitee, or licensees; (c) the cost of
restoring the Premises, except for reasonable wear and tear, to the same
condition it was in at the time Tenant began occupancy thereof; (d) Rent
payments which remain due and owing beyond any applicable grace
period.  Landlord shall not be limited in pursuing Landlord’s remedies
against Tenant for costs, losses or damages to the Premises or to any other
property of Landlord for any such costs, losses or damages which are in excess
of the above described security deposit.  Such money shall bear no
interest and may be commingled with other security deposits or funds of
Landlord.  Tenant grants Landlord a security interest in the Security
Deposit.  Landlord may apply the Security Deposit to the extent
required to cure any default by Tenant or repair any damage to the
Premises.  If Landlord so applies the Security Deposit, Tenant shall
deliver to Landlord the amount necessary to replenish the Security Deposit to
its original sum within five days after notice from Landlord.  The
Security Deposit shall not be deemed an advance payment of Rent or a measure of
damages for any default by Tenant, nor shall it be a defense to any action that
Landlord may bring against Tenant.
  ARTICLE
V USE OF PREMISES
  Section
5.1                           Use of
Premises.  Tenant shall continuously use and occupy the
Premises only for general office use.  Tenant shall not use or permit
or suffer the use of the Premises for any other business or
purpose.   Tenant shall not do or permit any act which would
constitute a public or private nuisance or
   - 6
-
  waste or
which would be a nuisance or annoyance or cause damage to Landlord or Landlord’s
other tenants or which would invalidate any policies of insurance or increase
the premiums thereof, now or hereafter written on the Building and/or Premises.
Tenant shall conform to the Rules and Regulations of Landlord.  “Rules
and Regulations” shall mean the rules and regulations for the Building
promulgated by Landlord from time to time.  The Rules and Regulations
which apply as of the Effective Date of this Lease are attached as Exhibit
“D”.
  ARTICLE
VI   PARKING
  Section
6.1                           Parking.  Throughout
the Lease Term, there shall be available six (6) parking spaces "reserved" for
the exclusive use of Tenant in the ground floor parking area within the Building
and fifteen (15) spaces in the surface parking area located adjacent to the
Building, for the non-exclusive use of Tenant on a first-come, first-served
basis.  Landlord has and reserves the right to alter the methods used
to control parking and the right to establish such controls and rules and
regulations (such as parking stickers to be affixed to vehicles) regarding
parking that Landlord deems desirable.  Tenant’s employees, agents,
contractors, and invitees shall abide by all posted roadway signs in and about
the parking facilities.  Landlord shall have the right to tow or
otherwise remove vehicles of Tenant and its employees, agents, contractors, or
invitees that are improperly parked, blocking ingress or egress lanes, or
violating parking rules, at the expense of Tenant or the owner of the vehicle,
or both, and without liability to Landlord.  On request by Landlord,
Tenant shall furnish Landlord with the license numbers and descriptions of any
vehicles of Tenant, its principals, employees, agents, and
contractors.  Parking spaces may be used for the parking of passenger
vehicles only and shall not be used for parking commercial vehicles or trucks
(except sports utility vehicles, mini-vans, and pick-up trucks utilized as
personal transportation), boats, personal watercraft, or trailers.  No
parking space may be used for the storage of equipment or other personal
property.  Overnight parking in the parking garage or other parking
areas is prohibited.  Landlord, in Landlord’s sole and absolute
discretion, may establish from time to time a parking decal or pass card system,
security check-in, or other reasonable mechanism to restrict parking in the
parking garage or other parking areas, in which event Tenant shall purchase such
access cards, or parking decals from Landlord at a Building standard
charge.  Landlord shall have no obligation to police or enforce the
use of any reserved parking spaces by unauthorized
individuals.  Landlord shall not have any liability on account of any
loss or damage to any vehicle or the contents thereof, Tenant hereby agreeing to
bear the risk of loss for same.
  ARTICLE
VII   LEASEHOLD IMPROVEMENTS
  Section
7.1                           Leasehold
Improvements.  Landlord shall provide an allowance (the
“Allowance”) in an amount of up to $340,275.00 ($65.00 per rentable square foot
of the Premises) for the design, permitting and construction of improvements to
the Premises ("Tenant’s Improvements") in accordance with the Work Letter
Agreement attached hereto as Exhibit “E".  The cost of all space
planning and architectural and mechanical drawings for the Tenant’s
Improvements, as well as project management fees (if charged by the general
contractor within the construction contract) shall be deducted from the
Allowance.  The Tenant’s Improvements shall be performed by Landlord's
contractor during regular business hours.  Tenant shall use reasonable
efforts to assist Landlord in coordinating the design and construction process,
obtaining any approvals required from Landlord and any governmental agencies,
and in scheduling deliveries. Any portion of the Allowance not used to pay the
costs of the Tenant’s Improvements in accordance with this Section 7.1 and the
Work Letter Agreement shall be retained by Landlord and no credit for any unused
portion thereof shall be given to Tenant.  Any cost for such work in
excess of the Allowance shall be paid by Tenant within ten (10) days of receipt
of an invoice therefor from Landlord along with appropriate supporting
documentation.
  Section
7.2                           Acceptance of Premises.Landlord shall
complete Landlord's Work in a good and workmanlike manner and in accordance with
all applicable governmental regulations including those imposed by the
ADA.  Neither Landlord nor any assignee of Landlord shall be liable
for any latent defect therein; provided, however, Landlord shall be responsible
for correcting any
   - 7
-
  latent
defect discovered within the Building or Landlord's Work within the
Premises.  The taking of possession of the Premises by Tenant shall be
conclusive evidence that the Premises were in good and satisfactory condition at
the time such possession was taken, subject to Landlord’s performance of the
Tenant Improvements in accordance with the Work Letter Agreement and the terms
and conditions of this Lease.
  ARTICLE
VIII   LANDLORD AND TENANT OBLIGATIONS
  Section
8.1                           Tenant’s
Obligations.  Tenant shall, at its sole cost, repair and
maintain the Premises (including the walls, ceilings and floor therein), all to
a standard consistent with a Class "A" office building, with the exception only
of those repairs which are the obligation of Landlord pursuant to this
Lease.  Without limiting the generality of the foregoing, Tenant is
specifically required to maintain and make repairs to (i) the portion of any
pipes, lines, ducts, wires, or conduits contained within the Premises; (ii)
windows, plate glass, doors, and any fixtures or appurtenances composed of glass
(excluding exterior washing of windows and plate glass); (iii) Tenant's sign;
and (iv) any specialized electrical, plumbing, mechanical, fire protection,
life safety and HVAC systems serving the Premises requested by Tenant
exclusively for its use.  All repair and maintenance performed by
Tenant in the Premises or elsewhere in or upon the Building shall be performed
by contractors or workmen designated or approved by Landlord.  Tenant
shall be responsible for all repairs, the need for which arises out
of:  (a) the performance or existence of Tenant’s Work or alterations;
(b) the installation, use or operation of Tenant’s property in the Premises; (c)
the moving of Tenant’s property in or out of the Building; (d) the act,
omission, misuse or neglect of Tenant or any of its officers, employees, agents,
contractors or invitees.  All such repairs and maintenance shall be
performed at such times and in such a manner as shall cause the least
interference with the operation of the Building and the use of the Building by
other occupants.  By taking possession of the Premises, Tenant agrees
that the Premises are in good condition and repair.  Tenant, its
agents, employees, or contractors shall not enter onto the roof of the Building
without the express prior consent of Landlord or its Building
Manager.  Landlord specifically reserves the right to require
Landlord’s roofing contractor to perform any work required to be performed by
Tenant with respect to any equipment on the roof of the Building
  Section
8.2                           Landlord’s
Obligations.  Landlord shall repair and maintain in good order
and condition, ordinary wear and tear excepted, the Common Areas, mechanical and
equipment rooms, the roof of the Building, the exterior walls of the Building,
the exterior windows of the Building, the structural portions of the Building,
the elevators, the electrical, plumbing, mechanical, fire protection, and life
safety, systems serving the Common Areas of the Building, and the HVAC system
serving the Premises and the Common Areas of the Building.  However,
unless the Waiver of Subrogation section of this Lease applies, Tenant shall pay
the cost of any such repairs or maintenance resulting from acts or omissions of
Tenant, its employees, agents, or contractors.  Additionally, Landlord
shall replace the Building standard fluorescent light tubes in the
Premises.  Tenant waives all claims against Landlord for damage to
person or property arising for any reason in connection with Landlord’s
performance of repair and maintenance obligations set forth herein, other than
the gross negligence or willful acts of Landlord.
  Section
8.3                           Floor Loads; Noise and
Vibration.  Tenant shall not place a load upon any floor of the
Premises which exceeds the lesser of the load per square foot which such floor
was designed to carry or the load which is allowed by law.  Business
machines and mechanical equipment belonging to Tenant which cause noise,
electrical interference or vibration that may be transmitted to the structure of
the Building or to the Premises to such a degree as to be objectionable to
Landlord shall, at Tenant’s expense, be placed and maintained by Tenant in
settings of cork, rubber, or spring-type vibration eliminators sufficient to
eliminate such noise, electrical interference or vibration.
  Section
8.4                           Services.  Landlord
shall furnish the following services:  (a) janitorial and general
cleaning service on business days (Tenant shall pay to Landlord on demand, the
additional cost incurred by Landlord for extra cleaning work in the Premises
required because of (i) misuse or neglect on the part of Tenant
   - 8
-
  or
subtenants or its employees or visitors; (ii) the use of portions of the
Premises for purposes requiring greater or more difficult cleaning than is
provided as Building standard; (iii) interior glass partitions or unusual
quantity of interior glass surfaces, and (iv) non-Building standard materials or
finishes installed by Tenant or at its request); (b) passenger elevator service
to all floors of the Building; and (c) rest room facilities and necessary
lavatory supplies, including cold running water on each multi-tenant
floor.   Landlord shall have the right to select the Building’s
electric service provider and to switch providers at any
time.   In no event shall Landlord be liable for damages
resulting from the failure to furnish any service, and any interruption or
failure shall in no manner entitle Tenant to any remedies including abatement of
Rent.
  Section
8.5                           Utilities.                      Tenant’s
use of electrical energy in the Premises shall not, at any time, exceed the
capacity of any of the electrical conductors and equipment in or otherwise
serving the Premises.  In order to ensure that such capacity is not
exceeded and to avert possible adverse effects upon the Building's electric
service, Tenant shall not, without Landlord's prior written consent in each
instance connect major equipment to the Building’s electric distribution system
or telephone system, or make any alteration or addition to the electric system
existing on the Commencement Date.  Tenant’s electrical usage under
this Lease contemplates only the use of normal and customary office
equipment.  In the event Tenant wishes to install any office equipment
which uses substantial additional amounts of electricity, then Tenant agrees
that Landlord’s consent is required before the installation of such additional
office equipment.  Tenant shall contract for and pay directly all
utilities not otherwise provided by Landlord in accordance with Section 8.4
above including, but not limited to electricity, telephone, telecommunications,
and security, together with any taxes thereon.  In addition, to the
extent the utilities to the tenant occupying a small office adjacent to the
Premises are not separately metered and the electricity and HVAC are connected
to the Premises electric meter, Tenant shall look solely to the adjacent tenant
for any reimbursement of electricity charges it may seek.  Likewise,
if at some future date, it becomes necessary for the adjacent office to possess
its own electric service and meter, Tenant
and/or the adjacent tenant shall be responsible for all the costs associated
with same.
  Section
8.6                           Telecommunications.
  (a)           Tenant's
Responsibility.  Tenant acknowledges and agrees that all telephone and
telecommunications services, including wiring, aerials and antennae or other
infrastructure to which Tenant's telecommunications equipment may be connected
(herein collectively referred to as "Telecom Cabling") desired by Tenant shall
be ordered and utilized at the sole expense of Tenant.  Unless
Landlord otherwise requests or consents in writing, all of Tenant's Telecom
Cabling shall be and remain solely in the Premises and the telephone closet(s)
on the floor(s) on which the Premises is located, in accordance with the Rules
and Regulations adopted by Landlord from time to time.  Unless
otherwise specifically agreed to in writing, Landlord shall have no
responsibility for the maintenance of Tenant's Telecom
Cabling.  Tenant agrees that, to the extent any such service is
interrupted, curtailed or discontinued, Landlord shall have no obligation or
liability with respect thereto and it shall be the sole obligation of Tenant at
its expense to obtain substitute service.
  (b)           Necessary
Service Interruptions.  Landlord shall have the right, upon reasonable
prior notice to Tenant, to interrupt or turn off telecommunications facilities
in the event of emergency or as necessary in connection with repairs to the
Building or installation of telecommunications equipment for other tenants of
the Building.
  (c)           Removal
of Equipment and Wiring and Other Facilities.  Any and all Telecom
Cabling installed in the Premises or elsewhere in the Building by or on behalf
of Tenant, shall be removed prior to the expiration of the Term, by Tenant at
its sole cost or, at Landlord's election, by Landlord at Tenant's sole cost,
with the cost therefor to be paid as Additional Rent.  Landlord shall
have the right, however, upon written notice to Tenant given no later than 30
days prior to the expiration or earlier termination of the Term, to require
Tenant to abandon and leave in place, without any payment to Tenant or credit
against Rent, any and all Telecom Cabling, or selected components thereof,
whether located in the Premises or elsewhere in the Building.  In the
event Landlord elects to retain the foregoing, Tenant covenants that (a) Tenant
shall be the sole owner of such Telecom Cabling, that Tenant shall have good
right to surrender and convey the same,
   - 9
-
  and that
the same shall be free of all liens and encumbrances, and (b) all such Telecom
Cabling shall be left in good condition, working order, clearly marked to show
Tenant's name, address, telephone number, the name of the person to contact in
case of emergency, FCC call sign, frequency and location; the transmissions
lines shall be identified at the bottom and top of each line. In the event of
Landlord's retention of the Telecom Cabling, Tenant's conveyance of the Telecom
Cabling shall be effective on the expiration date or date of earlier termination
of this Lease without the requirement of further action, and on such date
Landlord shall become the owner of the Telecom Cabling.
  (d)           New
Telecommunications Provider Installations.  In the event that Tenant
wishes at any time to utilize the services of a telephone or telecommunications
provider whose equipment is not then servicing the Building, no such provider
shall be permitted to install its lines through other equipment within the
Building without first securing the prior written approval of Landlord, which
approval may be conditioned or withheld in Landlord's sole
discretion.  If Landlord gives its approval, the provider must agree
to deliver to Landlord detailed, "as-built" plans immediately after the
installation of the provider's equipment is complete.
  (e)           Limits
on Provider Relationship.  Notwithstanding anything herein to the
contrary, no Telecom Cabling provider shall be deemed a third party beneficiary
of this Lease.
  (f)           Installation
and Use of Wireless Technologies.  Tenant shall not utilize any
wireless communications equipment (other than usual and customary cellular
telephones), including antenna and satellite receiver dishes, within the
Premises or the Building, without Landlord's prior written consent, which
consent may be arbitrarily withheld.  Such consent may be conditioned
in such manner so as to protect Landlord's financial interest and the interest
of the Building and the other tenants therein, in a manner similar to the
arrangement described in the immediately preceding
paragraphs.  Landlord reserves the right, at Tenant’s sole cost and
expense, to obtain a survey or require Tenant to obtain a survey, at Tenant’s
sole cost and expense, from a surveyor acceptable to Landlord, to determine the
impact of any such installation on the Building, the Property or other tenants
of the Building.  Tenant may install a wireless computer network in
the Premises, but to the extent it interferes with Landlord’s or other tenants’
operations or building systems, Tenant will immediately rectify any such
conflict at its cost and expense.
  (g)           Liability
for Equipment Interference.  In the event that any Telecom Cabling
installed by or at the request of Tenant within the Premises, on the roof, or
elsewhere within or on the Building causes interference to equipment used by
another third party, Tenant shall assume all liability related to such
interference.  Tenant shall use reasonable efforts, and shall
cooperate with Landlord and other third parties to promptly eliminate such
interference.  In the event Tenant is unable to do so, Tenant will
substitute alternative equipment which remedies the situation.  If
such interference persists, Tenant shall discontinue the use of such equipment,
and at Landlord's discretion, remove such equipment according to specifications
provided by Landlord.  Tenant agrees to and shall indemnify and hold
Landlord harmless for any liabilities and claims against Landlord resulting from
such interference.  The provisions of this Section 8.5 shall survive
the expiration or earlier termination of the Lease.
  Section
8.7                           Generator.
  Tenant
acknowledges that the Property is equipped with a diesel fuel-powered generator
and related components (collectively, the “Generator”), for the sole and
exclusive purpose of providing back-up power to the Building, including the
Premises.  Tenant shall, at all times during the Term hereof, comply
with all rules and regulations promulgated by Landlord or applicable
governmental authority with respect to the Generator.  Tenant shall
indemnify and hold Landlord and all Superior Mortgagees and its or their
respective joint venture partners, directors, officers, agents, employees and
invitees, harmless against and from any and all claims from or in connection
with; (a) the conduct, maintenance or management of the Generator located on the
Property, or any condition created by Tenant, its employees or guests or
invitees relating to the Generator during the Term of this Lease or during the
period of time, if any, prior to the Rent Commencement Date that Tenant may have
been given access to the Premises.  Landlord shall at all times, have
the right, in its sole discretion, to determine the method for activating the
Generator, the hours within which the Generator shall be activated for the
purpose of providing back-up power to the Building, and the amount and level of
such power.  All costs
   - 10
-
  associated
with the repair and maintenance of the Generator and any utility consumed in
connection with the Generator shall be passed through to all tenants of the
Building in accordance with Section 3.1.C above.  It is understood and
agreed that, if installed, the Generator will provide back-up for
building-standard power only, and not for any specialty or supplemental
equipment installed by Tenant.  Tenant shall solely be responsible for
the compatibility with the Generator including, but not limited to, electrical
systems, wire, conduit, panels, switchgear and breakers in the Premises, and
Tenant's equipment to be connected to the Generator.
  ARTICLE
IX   LANDLORD’S AND TENANT’S PROPERTY
  Section
9.1                           End
of Term.
  All
Alterations, including HVAC equipment, wall coverings, carpeting and other floor
coverings, ceiling tiles, blinds and other window treatments, lighting fixtures
and bulbs, built in or attached shelving, built in furniture, millwork, counter
tops, cabinetry, all doors (both exterior and interior), bathroom fixtures,
sinks, kitchen area improvements, and wall mirrors, made by Landlord or Tenant
to the Premises shall become Landlord’s property on the expiration or sooner
termination of the Lease Term. On the expiration or sooner termination of the
Lease Term, Tenant, at its expense, shall remove from the Premises all moveable
furniture, furnishings, equipment, and other articles of moveable personal
property owned by Tenant and located in the Premises that can be removed without
damage to the Premises.  Tenant, at its expense, shall also remove all
computer and telecommunications wiring and all non-standard Alterations to the
Premises, including any vault, stairway, or computer room Alterations or any
Alterations involving roof, ceiling, raised flooring or floor
penetrations.  Additionally, Tenant shall be responsible for any and
all personal property taxes relating to Tenant’s property located within the
Premises.  Tenant shall repair any damage caused by the
removal.  Any items of Tenant’s property that shall remain in the
Premises after the expiration or sooner termination of the Lease Term, may, at
the option of Landlord, be deemed to have been abandoned, and in that case,
those items may be retained by Landlord as its property to be disposed of by
Landlord, without accountability to Tenant or any other party, in the manner
Landlord shall determine, at Tenant’s expense.
  Section
9.2                           Landlord’s
Lien and Security Interest.
  Tenant
hereby grants to Landlord a lien and security interest on all property of Tenant
now or hereafter placed in or upon the Premises including, but not limited to,
all fixtures, furniture, inventory, machinery, equipment, merchandise,
furnishings and other articles of personal property, and all proceeds of the
sale or other disposition of such property (collectively, the “Collateral”) to
secure the payment of all rent to be paid by Tenant pursuant to this
lease.  Such lien and security interest shall be in addition to any
landlord’s lien provided by law.  This Lease shall constitute a
security agreement under the Florida Uniform Commercial Code so that Landlord
shall have and may enforce a security interest in the
Collateral.  Tenant agrees to execute as debtor and deliver such
financing statement or statements and any further documents as Landlord may now
or hereafter reasonably request to protect such security interest pursuant to
such code.  Landlord, as secured party, shall be entitled to all
rights and remedies afforded a secured party under such code, which rights and
remedies shall be in addition to Landlord’s liens and rights provided by law or
by the other terms and provisions of this Lease.
  ARTICLE
X   INSURANCE
  Section
10.1                           Tenant’s
Insurance.
  A.           Tenant
shall obtain and keep in full force and effect the following
insurancecoverages:
  1.
              Commercial General
      Liability.  Commercial general liability insurance,
      including contractual liability, on an occurrence basis, on the then most
      current Insurance Services Office (ISO) form, with combined single limits
      of $2 million per occurrence for death, bodily injury, and property
      damage, which coverage limits may be effected with umbrella
      coverage;
   - 11
-
  provided,
      however, that any such umbrella policy shall specify therein, or Tenant
      shall furnish Landlord with a written statement from the insurer or its
      agent specifying, the amount of the total insurance allocated to the
      Premises and confirmation that losses occasioned by Tenant at other
      facilities will not diminish the amount of insurance coverage available
      for the Premises below the amount required
  herein.
  2.
              Property.  Property
      insurance on the ISO causes of loss–special form, in an amount adequate to
      cover 100% of the replacement costs, without co-insurance, of all of
      Tenant’s property at the Premises naming Landlord and its mortgagee as
      loss payees as their interests may
appear.
  3.
              Business
      Interruption.  Business income and extra expense
      insurance covering the risks to be insured by the property insurance
      described above, on an actual loss sustained basis, but in all events in
      an amount sufficient to prevent Tenant from being a co-insurer of any loss
      covered under the applicable policy or
policies.
  4.
              Workers’
      Compensation.  Workers’ compensation insurance covering
      Tenant and its employees for all costs, statutory benefits, and
      liabilities under state workers’ compensation, disability, and similar
      laws.
  5.
              Other
      Insurance.  Such other insurance as may be reasonably
      required by Landlord.
  B.           All
insurance policies shall be written with insurance companies having a
policyholder rating of at least “A-” and a financial size category of at least
“Class XII” as rated in the most recent edition of “Best’s Key Rating Guide” for
insurance companies.  The commercial general liability insurance
policy shall name Landlord and Landlord’s directors, members, officers,
partners, agents, employees, property manager and managing agent as additional
insureds and shall provide that they may not be terminated or modified in any
way that would materially decrease the protection afforded Landlord under this
Lease without 30 days’ advance notice to Landlord.  Tenant shall
furnish evidence of insurance (on ACORD 27 or other form acceptable to
Landlord).  Coverage amounts for the commercial general liability
insurance may be increased after commencement of the third full year of the
Lease Term, if Landlord shall reasonably determine that an increase is necessary
for adequate protection.
  Section
10.2                           Waiver
of Subrogation and Waiver of Claims.
  Landlord
and Tenant each expressly, knowingly, and voluntarily waive and release any
claims that they may have against the other or the other’s employees, agents, or
contractors for damage to its properties and loss of business (specifically
including loss of Rent by Landlord and business interruption by Tenant) as a
result of the acts or omissions of the other party or the other party’s
employees, agents, or contractors (specifically including the negligence of
either party or its employees, agents, or contractors and the intentional
misconduct of the employees, agents, or contractors of either party), to the
extent any such claims are covered (without regard to losses not compensated as
a result of such things as coinsurance adjustments or deductibles) by the
workers’ compensation and property insurance described in this Lease, the ISO
forms of business income and extra expense insurance policies, even if not
maintained by Tenant, or other property insurance that either party may carry at
the time of an occurrence.  Landlord and Tenant shall each, on or
before the earlier of the Rent Commencement Date or the date on which Tenant
first enters the Premises for any purpose, obtain and keep in full force and
effect at all times thereafter a waiver of subrogation from its insurer
concerning the workers’ compensation and all forms of property insurance
maintained by it for the Property.
  Section
10.3                           Casualty
Damage.
  If: (a)
the Building shall be so damaged that substantial alteration or reconstruction
of the Building shall, in Landlord’s opinion, be required (whether or not the
Premises shall have been damaged by the casualty); or (b) the Premises shall be
partially damaged by casualty during the last two years of the Lease Term, and
the estimated cost of repair exceeds 25% of the Base Rent then remaining to be
paid by Tenant for the balance of the Lease Term; Landlord may, within 90 days
after the casualty, give notice to Tenant of Landlord’s election to terminate
this Lease, and
   - 12
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  the
balance of the Lease Term shall automatically expire on the fifth day after the
notice is delivered.  If Landlord does not elect to terminate this
Lease, Landlord shall proceed with reasonable diligence to restore the Building
and the Premises to substantially the same condition they were in immediately
before the happening of the casualty.  However, Landlord shall not be
required to restore any unleased premises in the Building or any portion of
Tenant’s property.  Rent shall abate in proportion to the portion of
the Premises not useable by Tenant as a result of any casualty covered by
insurance carried or required to be carried by Landlord under this Lease, as of
the date on which the Premises becomes unusable.  Landlord shall not
otherwise be liable to Tenant for any delay in restoring the Premises or any
inconvenience or annoyance to Tenant or injury to Tenant’s business resulting in
any way from the damage or the repairs, Tenant’s sole remedy being the right to
an abatement of Rent.
  ARTICLE
XI   ALTERATIONS AND MECHANIC’S LIENS
  Section
11.1                           Alterations by
Tenant.
  “Alterations”
shall mean any alteration, addition, or improvement in or on or to the Premises
of any kind or nature, including any Tenant Improvements made prior to Tenant’s
occupancy of the Premises.  Tenant shall make no Alterations without
the prior written consent of Landlord, which consent shall not be unreasonably
withheld.
  Section
11.2                           Liens.
  Tenant
shall have no authority or power, express or implied, to create or cause to be
created any mechanic’s, materialmen’s or other lien, charge or encumbrance of
any kind against the Property.  Should any mechanic’s, materialmen’s
or other lien, charge or encumbrance of any kind be filed against the Property
by reason of Tenant’s acts or omissions or because of a claim against Tenant,
Tenant shall cause the same to be cancelled or discharged of record by bond or
otherwise within thirty (30) days after notice to Tenant by Landlord, or within
ten (10) days after notice to Tenant by Landlord if at the time of such notice
Landlord anticipates a sale or refinancing of the Property closed within sixty
(60) days after said notice.  If Tenant shall fail to cancel, bond or
discharge said lien or liens within the time provided pursuant to this Section,
Landlord may, at its sole option, cancel or discharge the same, and upon
Landlord’s demand, Tenant shall promptly reimburse Landlord for all reasonable
costs incurred in canceling or discharging such liens.  Except to the
extent that such costs, losses, or liabilities are caused by Landlord’s actions,
Tenant shall indemnify and hold Landlord harmless from and against all costs
(including reasonable attorneys’ fees and costs of suit), losses, liabilities,
or cause of action arising out of or relating to any alterations, additions, or
improvements made by Tenant to the Premises, including, but not limited to, any
construction or materialmen’s liens asserted in connection
therewith.  Landlord and Tenant expressly agree and acknowledge that
no interest of Landlord in the Premises or the Property be subject to any lien
for improvements made by Tenant in or for the Premises, and that Landlord shall
not be liable for any lien for any improvements made by Tenant, such liability
being expressly prohibited by the terms of this Lease.  In accordance
with applicable laws of the State of Florida, Landlord has filed in the public
records of Broward County, Florida, a public notice containing a true and
correct copy of this paragraph, and Tenant hereby agrees to inform all
contractors and materialmen performing work in or for or supplying materials to
the Premises of the existence of the prohibition contained in this
paragraph.
  ARTICLE
XII   ASSIGNMENT OR SUBLETTING
  Section
12.1                           Tenant’s
Transfer.
  Tenant
may not transfer any of its rights under this Lease, voluntarily or
involuntarily, whether by merger, consolidation, dissolution, operation of law,
or any other manner, without Landlord’s consent, which shall not unreasonably be
withheld.  Without limiting the generality of the foregoing, Tenant
may not sublease, assign, mortgage, encumber, permit the transfer of ownership
or control of the business entity comprising Tenant, or permit any portion of
the Premises to be occupied by third parties.  Notwithstanding the
foregoing, Tenant may assign this Lease or sublet the Premises to an affiliate
of Tenant on notice to Landlord but without
   - 13
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  Landlord’s
consent so long as a substantial purpose of such transfer is not to avoid the
restrictions on transfers otherwise provided in this Lease.  An
affiliate of Tenant shall mean an entity that owns Tenant or is owned by or is
under common control with Tenant or into or with which Tenant may be merged or
consolidated, provided that (a) the merger is not part of a sale or transfer of
Tenant’s business or assets to an entity that was not an affiliate of Tenant
before the transfer, and (b) the resulting entity shall own all or substantially
all of the assets of Tenant.  Consent by Landlord to a transfer shall
not relieve Tenant from the obligation to obtain Landlord’s consent to any
further transfer.  Tenant and Guarantor shall remain fully liable for
all obligations under this Lease following any such transfer.  The
joint and several liability of Tenant, Guarantor, and any successor in interest
of Tenant (by assignment or otherwise) under this Lease shall not in any way be
affected by any agreement that modifies any of the rights or obligations of the
parties under this Lease or any waiver of, or failure to enforce, any obligation
under this Lease.  If Landlord consents to any transfer, Tenant shall
pay to Landlord, on demand, an administrative fee of $1,000 and will reimburse
Landlord for all of Landlord’s reasonable attorneys’ fees and costs associated
with Landlord’s consent.  Any transfer by Tenant in violation of this
article shall, at Landlord’s option, be void.  In the event Landlord
consents to the sublease of all or any part of the Premises, Landlord shall be
entitled to receive the total amount of any increased Rent provided for in said
sublease, including sales tax, paid by a sublessee or
assignee.  Furthermore, Tenant understands that based upon the
proposed use of the Premises by the sub-tenant or assignee, Landlord may
withhold its consent if the use is not allowable by local zoning ordinance or
otherwise conflicts with the professional environment Landlord, in its sole and
absolute discretion, seeks to maintain.
  Section
12.2                           Landlord’s
Right of Recapture.
  Notwithstanding
anything contained herein to the contrary, if Tenant notifies Landlord of its
desire to effectuate a transfer, Landlord may elect to terminate this Lease, or
to reduce the Premises by the area requested to be subleased or assigned if the
area is less than the entire Premises.  If Landlord's election is to
terminate or to reduce the area of the Premises as provided herein Tenant shall
have ten (10) days from receipt of Landlord's notice of same to notify Landlord
that Tenant has elected either (i) to accept such termination or reduction or
(ii) to remain in possession of the Premises under this Lease for the remainder
of the Term.  If less than the entire Premises is recaptured by
Landlord, at its option, may demise the Premises and Tenant shall reimburse
Landlord, as Additional Rent, all costs associated therewith.
  Section
12.3                           Minimum
Rental Requirement.
  Notwithstanding
anything to the contrary contained in this ARTICLE XII or in this Lease, Tenant
may not, under any circumstances, assign this Lease or sublet the Premises or
any part thereof, or advertise the availability of space until the sooner to
occur of: i) at least ninety (90%) percent of the rentable space in the Building
has been leased by Landlord, or ii) one (1) year following theRent Commencement Date of the
Lease.
  Section
12.4                           Landlord’s
Transfer
  Landlord
shall have the right to sell, assign, mortgage, or otherwise encumber or dispose
of Landlord’s interest in the Building, the Property, the Premises and this
Lease.  In the event of any such disposition, Landlord shall have no
further liability or obligation to Tenant under this Lease.
  ARTICLE
XIII   OBLIGATION TO COMPLY
  Section
13.1                           Compliance with Laws.Tenant shall promptly comply
with all laws, codes, and ordinances of governmental authorities, including the
Americans With Disabilities Act of 1990 (ADA) and all similar present or future
laws with respect to Tenant’s use of the Premises.  If any such
compliance involves the structure or the systems of the Building, Landlord may
elect to perform such compliance in which event Tenant shall pay, as Additional
Rent, all of Landlord’s costs in connection therewith.  Landlord shall
be responsible for compliance with
   - 14
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  all ADA
requirements with respect to the Building improvements that existed prior to the
date of the execution of this Lease.
  Section
13.2                                Rules
and Regulations.
  Tenant
shall comply with all rules and regulations now existing (See Exhibit “D), or as
may be subsequently published by Landlord to tenants of the
Building.
  Section
13.3                                Attorneys’
Fees.
  The
prevailing party in any litigation arising out of or in any manner relating to
this Lease shall be entitled to recover from the losing party reasonable
attorneys’ fees and costs.
  ARTICLE
XIV   RIGHT OF LANDLORD TO PERFORM TENANT’S
COVENANTS
  Section
14.1                           Payment or
Performance.  Landlord shall have the right, upon ten (10) days
prior written notice to Tenant (or without notice in case of emergency or in
order to avoid any fine, penalty, or cost which may otherwise be imposed or
incurred), to make any payment or perform any act required of Tenant under any
provision in this Lease, and in exercising such right, to incur necessary and
incidental costs and expenses, including reasonable attorney’s
fees.  Nothing herein shall imply any obligation on the part of
Landlord to make any payment or perform any act required of Tenant, and the
exercise of the right to do so shall not constitute a release of any obligation,
waiver of any default or obligation of Landlord to make any similar payment or
perform any similar act in the future.
  Section
14.2                           Reimbursement.  All
payments made, and all costs and expenses incurred in connection with Landlord’s
exercise of the right set forth in Section 14.1, shall be reimbursed by Tenant
within ten (10) days after receipt of a bill setting forth the amounts so
expended, together with a service charge of fifteen (15%) percent of such
amounts expended.  Any such payments, costs and expenses made or
incurred by Landlord shall be treated as Rent owed by Tenant.
  ARTICLE
XV   NON-LIABILITY AND INDEMNIFICATION
  Section
15.1                           Non-Liability of
Landlord.  Neither Landlord, nor any joint venture partner,
members, managing agents, officer, director, agent, servant, or employee of
Landlord, nor any Superior Mortgagee (as defined in Article XX below), shall be
liable to Tenant for any loss, injury, or damage to Tenant or to any other
person, or to its property, irrespective of the cause of such injury, damage or
loss, unless caused by or resulting from the gross negligence of Landlord, in
the operation or maintenance of the Premises or the Building, subject to the
doctrine of comparative negligence in the event of negligence on the part of
Tenant or any of its subtenants, licensees, employees, invitees, officers,
agents or contractors.  Tenant agrees that any Superior Mortgagee will
not be liable to Tenant for injury, damage or loss caused by or resulting from
the negligence of Landlord.  Further, neither Landlord, nor any
Superior Mortgagee, nor any joint venture partner, director, officer, agent,
servant, or employee of Landlord shall be liable; (a) for any damage caused by
other tenants or persons in, upon or about the Building, or caused by operations
in construction of any private, public or quasi-public work; or (b) even if
grossly negligent, for incidental or consequential damages or lost profits
arising out of any loss of use of the Premises or any equipment or facilities
therein by Tenant or any person claiming through or under
Tenant.  Tenant shall not hold Landlord liable for any latent defect
in the Premises, the Property or the Building, nor shall Landlord be liable for
injury or damage to person or property caused by fire, theft, or resulting from
the operation of elevators, heating or air conditioning or lighting apparatus,
or from falling plaster, or from steam, gas, electricity, water, rain, or
dampness, which may leak or flow from any part of the Building or Property, or
from the pipes, appliances or plumbing work of the Building, Premises or
Property unless Landlord was grossly negligent in its maintenance and repair of
said systems.
   - 15
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  Section
15.2                           Indemnification.  Landlord
and Tenant shall each indemnify, defend, and save harmless the other party and
the other party’s employees, agents, and contractors from and against any and
all loss, damage, claim, demand, liability, or expense (including reasonable
attorneys’ fees) resulting from claims by third parties and based on any acts or
omissions (specifically including negligence and the failure to comply with this
Lease) of the indemnitor, its employees, agents, and contractors in connection
with the Property and only to the extent caused in whole or in part by acts or
omissions of the indemnitor, its employees, agents, and contractors, regardless
of whether or not the claim is caused in part by any of the indemnified
parties.  When any claim is caused by the joint acts or omissions of
the indemnitor and the indemnified parties, the indemnitor’s duties under this
article shall be in proportion to the indemnitor’s allocable share of the joint
liability.
  Section
15.3                           Impossibility of
Performance.  For purposes of this Lease, the term “Unavoidable
Delay” shall mean any delays due to strikes, lockouts, civil commotion, war or
warlike operations, terrorism, bioterrorism, invasion, rebellion, hostilities,
military or usurped power, sabotage, government regulations or controls,
inability to obtain any material, utility, or service because of governmental
restrictions, hurricanes, floods, or other natural disasters, acts of God, or
any other cause beyond the direct control of the party
delayed.  Notwithstanding anything in this Lease to the contrary, if
Landlord or Tenant shall be delayed in the performance of any act required under
this Lease by reason of any Unavoidable Delay, then provided notice of the
Unavoidable Delay is given to the other party within ten (10) days after its
occurrence, performance of the act shall be excused for the period of the delay
and the period for the performance of the act shall be extended for a reasonable
period, in no event to exceed a period equivalent to the period of the
delay.  The provisions of this article shall not operate to excuse
Tenant from the payment of Rent or from surrendering the Premises at the end of
the Lease Term, and shall not operate to extend the Lease
Term.  Delays or failures to perform resulting from lack of funds or
the increased cost of obtaining labor and materials shall not be deemed delays
beyond the direct control of a party.
  ARTICLE
XVI   DEFAULT
  Section
16.1                           Events of
Default.
  Each of
the following shall be an event of default under this Lease:
  A.
              Tenant
      fails to make any payment of Rent or any other monetary amount when due
      (“Monetary Default”); or
  B.
              Tenant
      fails to perform any other obligation under this Lease (“Nonmonetary
      Default”); or
  C.
              Tenant
      or any Guarantor for Tenant’s obligations under this Lease becomes
      bankrupt or insolvent or makes an assignment for the benefit of creditors
      or takes the benefit of any insolvency act, or if any debtor proceedings
      be taken by or against Tenant or any Guarantor;
  or
  D.
              Tenant
      fails to take occupancy of or abandons the Premises;
  or
  E.
              Tenant
      transfers this Lease in violation of the Assignment or Subletting article;
      or
  F.
              Tenant
      fails to deliver an estoppel certificate within the time period required
      by the Estoppel Certificates article of this
  Lease.
  Section
16.2                           Grace
Periods.
  A.
              Monetary
      Defaults.  Notwithstanding anything contained in this Lease to
      the contrary, Tenant shall have a period of three business days after
      notice from Landlord of a Monetary Default in which to cure the
      default.
  B.
              Nonmonetary
      Defaults.  Provided the default does not involve an emergency
      that must be addressed in a shorter time frame, Tenant shall have a period
      of 15 days after notice from Landlord of a Nonmonetary Default in which to
      cure the default.
   - 16
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  In
      addition, provided that the default does not involve an emergency that
      must be addressed in a shorter time frame, this grace period shall be
      extended if the default is of a nature that it cannot be completely cured
      within such grace period solely as a result of nonfinancial circumstances
      outside of Tenant’s control, provided that Tenant has promptly commenced
      all appropriate actions to cure the default within such cure period and
      those actions are thereafter diligently and continuously pursued by Tenant
      in good faith.  In no event, however, shall the grace period
      exceed a total of 45 days.  If the Nonmonetary Default is not
      cured before the expiration of the grace period, as extended, then
      Landlord may pursue any or all of its
remedies.
  C.
              Statutory
      Notices.  The notices of defaults to be given under this section
      may be the same as the notice required under Section 83.20, Florida
      Statutes or any successor statute and this Lease shall not be construed to
      require Landlord to give two separate notices to Tenant before proceeding
      with any remedies.
  D.
              Default
      Status.  Tenant shall not be considered in default under this
      Lease until any applicable grace period has expired without the applicable
      event of default having been cured.
  Section
16.3                           Remedies.
  In
addition to all remedies provided by law, if Tenant defaults, Landlord may
terminate this Lease or Tenant’s right of possession of the Premises (without
terminating this Lease) by notice to Tenant.  If Landlord terminates
this Lease or Tenant’s right of possession, Tenant shall remain liable for all
Rent owed for the full Lease Term.  In addition, Landlord may declare
the entire balance of all forms of Rent due under this Lease for the remainder
of the Lease Term to be forthwith due and payable and may collect the then
present value of the Rents (calculated using a discount rate equal to the
discount rate of the branch of the Federal Reserve Bank closest to the Premises
in effect as of the date of the default).   In the event that
Landlord re-lets the Premises to another tenant during any portion of the
remaining Lease Term, Landlord shall account to Tenant, at the date of the
expiration of the Lease Term, for the net amounts (after deduction of any or all
of the following: marketing/advertising costs, legal expenses, brokerage
commissions, “free rent”, moving costs, or other incentives granted, and the
cost of alterations or improvements to the Premises required by any replacement
tenant, together with any tenant improvement allowances granted to any
replacement tenant) actually collected by Landlord as a result of a re-letting;
provided, however, under no circumstances shall Landlord have any duty to re-let
the Premises or attempt to re-let the Premises.  Further, under no
circumstances shall Tenant be entitled to any recovery by Landlord for the
re-letting of the Premises which is in excess of the full amount of Rent for
which Tenant is otherwise obligated to pay Landlord under the terms of this
Lease.  Landlord shall be entitled to any/all remedies provided under
common Law and/or specifically provided under the terms of this Lease, which
remedies may be exercised at any time or times by Landlord, as it so chooses,
and such remedies are cumulative to one another.
  Section
16.4                           Presumption
of Abandonment.
  It shall
be conclusively presumed that Tenant has abandoned the Premises if Tenant fails
to keep the Premises open for business during regular business hours for ten
consecutive days while in monetary default.  Any grace periods set
forth in this article shall not apply to the application of this
presumption.
  Section
16.5                           Multiple
Defaults.
  A.
              Tenant
      acknowledges that any rights or options of first refusal, or to extend the
      Lease Term, to expand the size of the Premises, to delete space from the
      Premises, to purchase the Premises or the Property, or other similar
      rights or options that have been granted to Tenant under this Lease are
      conditioned on the prompt and diligent performance of the terms of this
      Lease by Tenant.  Accordingly, should Tenant, on three or more
      occasions during any 12-month period, (a) fail to pay any installment of
      Rent within five days of the due date; or (b) otherwise default under this
      Lease; in addition to all other remedies
  available
   - 17
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  to
      Landlord, all such rights and options shall automatically, and without
      further action on the part of any party, expire and be deemed canceled and
      of no further force and effect.
  B.
              Should
      Tenant default under this Lease on two or more occasions during any
      12-month period, in addition to all other remedies available to Landlord,
      any notice requirements or cure periods otherwise set forth in this Lease
      for a default by Tenant shall not
apply.
  Section
16.6                           Right
of Redemption.
  In the
event Tenant is in default of this Lease, Tenant shall have no Right of
Redemption otherwise granted by law.
  ARTICLE
XVII   NOTICE OF SURRENDER/HOLDOVER
  Section
17.1                           Notice
of Surrender/Holdover.
  At least
ninety (90) days before the Expiration Date, Tenant shall give to Landlord a
written notice of intention to surrender the Premises on that date, but neither
this Section 17.1 nor any failure by Landlord to protest the lack of such notice
by Tenant shall be construed as an extension of the term or as a consent by
Landlord to any holding over by Tenant.  Should Tenant hold over and
remain in possession of the Premises at the expiration of any Term hereby
created, Tenant shall, by virtue of this Section, become a tenant-at-sufferance
and shall pay Landlord twice the Rent per month of the last monthly installment
of Rent above provided to be paid.  Said tenancy shall be subject to
all the conditions and covenants of this Lease as though the same had been a
tenancy-at-sufferance instead of a tenancy as provided herein, and Tenant shall
give to Landlord at least thirty (30) days prior written notice of any intention
to vacate the Premises, and shall be entitled to ten (10) days prior notice of
Landlord to remove Tenant from the Premises in the event Landlord desires
possession of the Premises; provided, however, that said tenant-at- sufferance
shall not be entitled to ten (10) days notice in the event the said Rent is not
paid in advance without demand, the said ten (10) days written notice being
hereby expressly waived.  Nothing herein shall be deemed to permit
Tenant to retain possession of the Premises after the expiration of earlier
termination of this Lease.  Tenant will pay to Landlord, upon request,
all damages that Landlord may suffer on account of Tenant's failure to surrender
possession of the Premises as required under this Lease upon the expiration or
termination of this Lease and will indemnify Landlord against all liabilities,
costs and expenses (including all reasonable attorneys' fees and costs) arising
out of Tenant's delay in so delivering possession, including claims of any
succeeding tenant.
  ARTICLE
XVIII   EMINENT DOMAIN
  Section
18.1                           Condemnation.  If
the whole or any substantial part of the Premises shall be condemned by eminent
domain or acquired by purchase in lieu of condemnation, this Lease shall
terminate on the date on which possession of the Premises is delivered to the
condemning authority or the deed is delivered to the purchaser and Rent shall be
apportioned and paid to that date.  If no portion of the Premises is
taken but a substantial portion of the Property is taken, at Landlord’s option,
this Lease shall terminate on the date on which possession of such portion of
the Property is delivered to the condemning authority and Rent shall be
apportioned and paid to that date.  Tenant shall have no claim against
Landlord for the value of any unexpired portion of the Lease Term, nor shall
Tenant be entitled to any part of the condemnation award or purchase
price.  If this Lease is not terminated as provided above, Rent shall
abate in proportion to the portion of the Premises condemned.
  ARTICLE
XIX   QUIET ENJOYMENT
  Section
19.1                           Quiet
Enjoyment.  Landlord agrees that Tenant, upon paying all Rent
and all other charges herein provided for and observing and keeping the
covenants, agreements, terms and conditions of this Lease and
   - 18
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  the rules
and regulations of Landlord affecting the Premises on its part to be performed,
shall lawfully and quietly hold, occupy and enjoy the Premises during the Term
hereof, expressly subject to the terms, limitations and conditions contained in
this Lease.
  ARTICLE
XX   SUBORDINATION
  Section
20.1                           Subordination.  This
Lease is and shall be subject and subordinate to all mortgages that may now or
hereafter affect the Building or Property, and to all renewals, modifications,
consolidations, replacements, and extensions of the
mortgages.   This article shall be self-operative and no further
instrument of subordination shall be necessary.  However, in
confirmation of this subordination, Tenant shall execute promptly any
certificate that Landlord may request.  If the interest of Landlord
under this Lease is transferred by reason of or assigned in lieu of foreclosure
or other proceedings for enforcement of any mortgage, or if this Lease is
terminated by foreclosure of any mortgage to which this Lease is subordinate,
then Tenant will, at the option to be exercised in writing by the purchaser or
assignee, (a) attorn to it and will perform for its benefit all the terms of
this Lease on Tenant’s part to be performed with the same force and effect as if
the purchaser or assignee were the Landlord originally named in this Lease, or
(b) enter into a new lease with the purchaser or assignee for the remainder of
the Lease Term and otherwise on the same terms as provided in this
Lease.
  ARTICLE
XXI   LANDLORD’S RIGHT OF ACCESS
  Section
21.1                           Access for Maintenance and
Repair.
  Landlord
and persons authorized by Landlord shall have the right, at all reasonable
times, to enter and inspect the Premises and to make repairs and alterations
Landlord deems necessary, with reasonable prior notice, except in cases of
emergency.
  Section
21.2                           Access
for Inspection and Showing.
  Upon
reasonable notice to Tenant and during Normal Business Hours, Landlord and its
agents shall have the right to enter and/or pass through the Premises at any
time to examine the Premises and to show them to prospective purchasers or
mortgagees of the Building.  During the period of six (6) months prior
to the Expiration Date of this Lease, Landlord and its agents may exhibit the
Premises to prospective tenants.
  Section
21.3                           Landlord’s
Alterations and Improvements.
  If, at
any time, any windows of the Premises are temporarily darkened or obstructed by
reason of any repairs, improvements, maintenance and/or cleaning in or about the
Building, or if any part of the Building, other than the Premises, is
temporarily or permanently closed or inoperable, the same shall be without
liability to Landlord and without any reduction or diminution of Tenant’s
obligations under the Lease.  Landlord reserves the right to make such
changes, alterations, additions, and improvements in or to the Building and the
fixtures and equipment thereof, as well as in or to the street entrances, doors,
halls, passages, elevators, escalators and stairways thereof, and other public
portion of the Building and the Property, as Landlord shall deem necessary or
desirable, and no such alterations or changes shall be deemed a breach of
Landlord’s covenant of quiet enjoyment or a constructive eviction.
  ARTICLE
XXII   SIGNS AND OBSTRUCTION
  Section
22.1                           Signs.  Provided
Tenant does not default in its lease obligations, Tenant shall have the right to
install, at its sole cost and expense, identification on the pre-existing pylon
sign facing Fairway Drive.  Tenant shall be limited to fifty percent
(50%) of the total area on the pylon sign that is dedicated to Tenant
signage.  Landlord shall have the right to approve the content, style
and design of Tenant’s sign in its sole and absolute discretion based upon plans
that Tenant will cause to have prepared by Landlord’s sign vendor or such other
sign vendor approved by Landlord.  All
   - 19
-
  signage
shall comply with local codes and requirements.  Landlord shall
dictate which of the two (2) existing signs on each face of the pylon that
Tenant may replace with its sign.  Any damage caused by Tenant’s
removal of one of the existing signs shall be repaired by
Tenant.  Upon lease expiration Tenant shall pay to have its sign
removed from the pylon and all damage repaired.  No signage shall be
placed by Tenant on any portion of the Property.  However, Tenant
shall be permitted to place a sign bearing its name on the entrance door to the
Premises (at Tenant’s cost) and will be furnished a single listing of its name
in the Building’s directory (at Landlord’s cost), all in accordance with the
criteria adopted from time to time by Landlord for the Property.  Any
changes or additional listings in the directory shall be furnished (subject to
availability of space) for a Building standard charge.
  Section
22.2                           Obstruction.  Tenant
shall not obstruct the corridors, elevators, stairs, common areas, sidewalks,
parking lots or other public portions of the Building or the Property in any
manner whatsoever.
  ARTICLE
XXIII  NOTICES
  Section
23.1                           Notices.  Any notice
to be given under this Lease may be given either by a party itself or by its
attorney or agent and shall be in writing and delivered by hand, by nationally
recognized overnight air courier service (such as Federal Express), or by the
United States Postal Service, registered or certified mail, return receipt
requested, or electronic transmission, in each case addressed to the respective
party at the party’s notice address below.  A notice shall be deemed
effective upon receipt or the date sent if it is returned to the addressor
because it is refused, unclaimed, or the addressee has moved.
  AS TO
LANDLORD:                                                                                     431
Fairway Associates, LLC
 c/o
Konover South, LLC
 431
Fairway Drive, Suite 300
 Deerfield
Beach, FL  33441
 Attn:                      Beatrice
T. Williams,
 Director,
Contract & Lease
 Administration
 Phone:
(954) 354-8282
 Facsimile:
(954) 354-8283
 E-mail:
bwilliams@konoversouth.com
 
 WITH A
COPY
TO:                                                                           431
Fairway Associates, LLC
 c/o
Konover South, LLC
 431
Fairway Drive, Suite 300
 Deerfield
Beach, FL  33441
 Attn:                      Gregory
V. Combs,
 President
 Phone:
(954) 354-828
 Facsimile:
(954) 354-8283
 E-mail:  gcombs@konoversouth.com
 
 AND
 
 Akerman
Senterfitt
 350 E.
Las Olas Boulevard
 Suite
1600
 Fort
Lauderdale, Florida 33301
 Attn:  Theresa
McLaughlin, Esq.
 Phone:
(954) 463-2700
 Fax:  (954)
463-2224
 E-Mail:  theresa.mclaughlin@akerman.com
 
 AS TO
TENANT
:                                                                           China
Direct Investments, Inc.
 431
Fairway Drive, Suite 200
 Deerfield
Beach, FL  33441
   - 20
-
  Attn:                      David
Stein
  Chief
Operating Officer
  
  ARTICLE
XXIV   MISCELLANEOUS
  Section
24.1                           INTENTIONALLY
DELETED.
  Section
24.2                           Environmental
Indemnity.  Tenant shall not introduce Hazardous Materials into
the Premises or upon Property.  Tenant agrees to indemnify and hold
Landlord harmless from and against any an all loss, claim, liability, damages,
injuries to person, property, or natural resources, cost, expense, action or
cause of action, arising in connection with the release or presence of any
“Hazardous Substances” at the Premises, through the acts of Tenant, its
officers, employees, contractors, agents or invitees, whether foreseeable or
unforeseeable, regardless of the source of such release and when such release
occurred or such presence is discovered.  The foregoing indemnity
includes, without limitation, all costs in law or in equity of removal,
remediation of any kind, and disposal of such Hazardous Substances; all costs of
determining whether the Premises is in compliance and to cause the Premises to
be in compliance with all applicable environmental laws, all costs associated
with claims for damages to persons, property, or natural resources, and
Landlord’s reasonable attorneys’ and consultants’ fees and costs, whether or not
litigation is instituted.  For the purposes of definition, Hazardous
Substances includes, without limitation, any toxic or hazardous wastes,
pollutants or substances, including, without limitation, asbestos, PBCs,
petroleum products and by-products, substances defined or listed as “hazardous
substances” or “toxic substances” or similarly identified in or pursuant to the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, 42 U.S.C. Section 9061 et. seq., or as
identified in or pursuant to the Hazardous Materials Transportation Act 49
U.S.C. Section 1802 et.
seq.  As of the Effective Date hereof, to the best of
Landlord’s knowledge without investigation, there are no Hazardous Substances in
the Building or the Premises or on the Property.
  Section
24.3                           Radon Gas.  Tenant
is hereby advised that 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.  The foregoing
disclosure is provided to comply with state law and is for informational
purposes only.  Landlord has not conducted radon testing with respect
to the Building and specifically disclaims any and all representations and
warranties as to the absence of radon gas or radon producing conditions in
connection with the Building and the Premises.
  Section
24.4                           Broker
Commission.  Landlord and Tenant covenant, warrant and
represent that Adams Property Consultants (“APC”) on behalf of Landlord was the
sole Broker instrumental in bringing about or consummating this
Lease.  Further, neither Landlord nor Tenant has had any conversations
or negotiations with any broker except APC concerning the leasing of the
Premises.  Both parties agree to indemnify the other against and from
any claims for any brokerage commissions (except those payable to APC) and all
costs, expenses and liabilities in connection therewith including, without
limitation, reasonable attorneys’ fees and expenses, for any breach of the
foregoing representation.  Landlord shall pay all brokerage
commissions due APC in accordance with a separate agreement between Landlord and
APC.
  Section
24.5                           Estoppel
Certificates.  From time to time, Tenant, on not less than five
(5) days’ prior notice, shall execute and deliver to Landlord an estoppel
certificate in a form generally consistent with the requirements of
institutional lenders and certified to Landlord and any mortgagee or prospective
mortgagee or purchaser of the Property.  Tenant acknowledges that
Landlord will suffer substantial damages if Tenant does not provide an estoppel
certificate within the time
   - 21
-
  periods
provided in this article.  Therefore, Tenant shall be responsible for
any damages including consequential damages incurred by Landlord as a result of
Tenant’s failure or delay in the delivery of the estoppel
certificate.
  Section
24.6                           No
Recordation.  This Lease shall not be recorded by Tenant in the
Public Records of Broward County, Florida.  Any attempted recordation
by Tenant shall render this Lease null and void and entitle Landlord to the
remedies provided for Tenant’s default.
  Section
24.7                           Time and Governing Law.Time is of the
essence of this Lease and this Lease shall be governed by and construed in
accordance with the laws of the State of Florida, and in the event litigation
arises between the parties in connection with any of the terms of this Lease,
venue shall lie in the Circuit Court in Broward County, Florida, or in the
Federal District Court for the Southern District of Florida.  If any
provision of this Lease or the application thereof to any person or circumstance
shall, for any reason and to any extent, be invalid or unenforceable, the
remainder of this Lease shall remain in full force and effect.  The
table of contents, captions, headings and titles in this Lease are solely for
convenience of reference and shall not affect its
interpretation.  This Lease shall be construed without regard to any
presumption or other rule requiring construction against the party causing this
Lease to be drafted.  Each covenant, agreement, obligation, or other
provision of this Lease on Tenant’s part to be performed, shall be deemed and
construed as a separate and independent covenant of Tenant, not dependent on any
other provision of this Lease.  All terms and words used in this
Lease, regardless of the number or gender in which they are used, shall be
deemed to include any other number and any other gender, as the context may
require.
  Section
24.8                           No Partnership or Joint
Venture.  Nothing contained in this Lease will be deemed or
construed to create a partnership or joint venture between Landlord and Tenant,
or to create any other relationship between the parties other than that of
Landlord and Tenant.
  Section
24.9                           Approval by Superior
Mortgagee.                                                                           If
required by a Superior Mortgagee, this Lease shall not become binding upon
Landlord until approval of the Lease by Landlord’s Superior Mortgagee for the
Building.
  Section
24.10                                      Financial
Statements.  Prior to the Rent Commencement Date and thereafter
throughout the term of this Lease, Tenant shall provide Landlord, within ten
(10) days of Landlord’s request, its most current and complete financial
statement, including, balance sheet and profit and loss statement, certified by
an officer of Tenant.
  Section
24.11                                      Capacity to Execute
Lease.                                                                If
Tenant is a corporation, limited liability company, partnership, trust,
association or other entity, Tenant and each person executing this Lease on
behalf of Tenant, hereby covenants and warrants that (a) Tenant is duly
incorporated or otherwise established or formed and validly existing under the
laws of its state of incorporation, establishment or formation, (b) Tenant has
and is duly qualified to do business in the state in which the Property is
located, (c) Tenant has full corporate, partnership, trust, association or other
appropriate power and authority to enter into this Lease and to perform all
Tenant’s obligations hereunder, and (d) each person (and all of the persons if
more than one signs) signing this Lease on behalf of Tenant is duly and validly
authorized to do so.
  Section
24.12                                      Landlord's
Liability.  None of Landlord’s officers, employees, members,
managing agents, managers agents, directors, shareholders, partners, or
affiliates shall ever have any personal liability to Tenant under this
Lease.  No person holding Landlord’s interest under this Lease shall
have any liability after such person ceases to hold such interest, except for
any liability accruing while such person held such interest.  TENANT SHALL LOOK SOLELY TO
LANDLORD’S ESTATE AND INTEREST IN THE BUILDING FOR THE SATISFACTION OF ANY RIGHT
OR REMEDY OF TENANT UNDER THIS LEASE, AND NO OTHER ASSETS OF LANDLORD SHALL BE
SUBJECT TO LEVY, EXECUTION, OR OTHER ENFORCEMENT PROCEDURE FOR THE SATISFACTION
OF
   - 22
-
  TENANT’S RIGHTS OR REMEDIES UNDER
THIS LEASE, OR ANY OTHER LIABILITY OF LANDLORD TO TENANT OF WHATEVER KIND OR
NATURE.Tenant waives any claims against Landlord that Tenant does not
make in writing within 30 days of the onset of the cause of such
claim.  Landlord and Tenant each waive all rights (other than rights
under the Section 17.1 – Notice of Surrender/Holdover and Section 24.5 –
Estoppel Certificates) to consequential damages, punitive damages, or special
damages of any kind.
  Section
24.13                                      Waiver of Trial by
Jury.  IT IS MUTUALLY AGREED BY AND BETWEEN LANDLORD AND TENANT
THAT THE RESPECTIVE PARTIES HERETO SHALL, AND THEY HEREBY DO, WAIVE TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES
AGAINST THE OTHER ON ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS
LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT OR TENANT’S USE OR OCCUPANCY OF
THE PREMISES, OR BY ANY COURSE OF CONDUCT OR COURSE OF DEALING.
  Section
24.14                                      Anti-Terrorism
Representation.Tenant (which for
this purpose includes its partners, members, principal stockholders and any
other constituent entities) (i) has not been designated as a “specifically
designated national and blocked person” on the most current list published by
the U.S. Treasury Department Office of Foreign Assets Control at its official
website, <http://www.treas.gov/ofac/t11
sdn.pdf> or at any replacement website or other replacement official
publication of such list; (ii) is currently in compliance with and will at all
times during the term of this Lease (including any extension thereof) remain in
compliance with the regulations of the Office of Foreign Asset Control of the
Department of the Treasury and any statute, executive order (including the
September 24, 2001, Executive Order Blocking Property and Prohibiting
Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism),
or other governmental action relating thereto; and (iii) has not
used  and will not use funds from illegal activities for any payment
made under this Lease.
  Section
24.15                                      NonDisclosure of Lease
Terms.Tenant agrees that the
terms of this Lease are confidential and constitute proprietary information of
Landlord, and that disclosure of the terms hereof could adversely affect the
ability of Landlord to negotiate with other tenants.  Tenant hereby
agrees that Tenant and its partners, officers, directors, employees, agents,
real estate brokers and sales persons and attorneys shall not disclose the terms
of this Lease to any other person without Landlord’s prior written consent,
except to any accountants of Tenant in connection with the preparation of
Tenant’s financial statements or tax returns, to an assignee of this Lease or
sublessee of the Premises, or to an entity or person to whom disclosure is
required by applicable law or in connection with any action brought to enforce
this Lease.
  Section
24.16                                      No Waiver.The failure of a party
to insist on the strict performance of any provision of this Lease or to
exercise any remedy for any default shall not be construed as a
waiver.  The waiver of any noncompliance with this Lease shall not
prevent subsequent similar noncompliance from being a default.  No
waiver shall be effective unless expressed in writing and signed by the waiving
party.  No notice to or demand on a party shall of itself entitle the
party to any other or further notice or demand in similar or other
circumstances.  The receipt by Landlord of any Rent after default on
the part of Tenant (whether the Rent is due before or after the default) shall
not excuse any delays as to future Rent payments and shall not be deemed to
operate as a waiver of any then existing default by Tenant or of the right of
Landlord to enforce the payment of any other Rent reserved in this Lease or to
pursue eviction or any other remedies available to Landlord.  No
payment by Tenant, or receipt by Landlord, of a lesser amount than the Rent
actually owed under the terms of this Lease shall be deemed to be anything other
than a payment on account of the earliest stipulated Rent.  No
endorsement or statement on any check or any letter accompanying any check or
payment of Rent will be deemed an accord and satisfaction.  Landlord
may accept the check or payment without prejudice to Landlord’s right to recover
the balance of the Rent or to pursue any other remedy.  It is the
intention of the parties that this article modify the common law rules of waiver
and estoppel and the provisions of any statute which might dictate a contrary
result.
   - 23
-
  Section
24.17                                      Light and Air/Adjacent Excavation and
Shoring.  Tenant agrees that no diminution of light, air or
view by any structure which may hereafter be erected (whether or not by
Landlord) shall entitle Tenant to any reduction of rent hereunder, result in any
liability of Landlord to Tenant, or in any other way affect this Lease. If an
excavation shall be made, or shall be authorized to be made, upon land adjacent
to the Property, Tenant shall, upon notice, afford to the person causing or
authorized to cause such excavation license to enter upon the Premises for the
purpose of doing such work as such person shall deem necessary to preserve the
wall or the Building from injury or damage and to support the same by proper
foundations.  In connection with such license, Tenant shall have no
right to claim any damages or indemnity against Landlord, or diminution or
abatement of Rent provided that Tenant shall continue to have access to the
Premises.
  Section
24.18                                      Name and Image of
Building.Landlord reserves the
right to change the name of the Building at any time in its sole discretion by
written notice to Tenant and Landlord shall not be liable to Tenant for any
loss, cost or expense on account of any such change of name.
  Section
24.19                                      Entire Agreement;
Modifications.  This Lease constitutes the entire understanding
between the parties and shall bind the parties, their successors and
assigns.  No representations, except as herein expressly set forth,
have been made by either party to the other, and this Lease cannot be amended or
modified except by a writing signed by Landlord and
Tenant.  Submission of this instrument for examination and signature
by Tenant does not constitute an offer to lease or a reservation of or option
for lease, and is not effective as a lease or otherwise until execution and
delivery by both Landlord and Tenant.  Landlord and Tenant intend that
faxed signatures constitute original signatures binding on the
parties.  This Lease shall bind and inure to the benefit of the heirs,
personal representatives, and, except as otherwise provided, the successors and
assigns of the parties to this Lease.  Any liability or obligation of
Landlord or Tenant arising during the Lease Term shall survive the expiration or
earlier termination of this Lease.
  
  IN WITNESS WHEREOF, the
parties have executed this Lease the day and year first above
written.
  Signed,
      sealed and delivered
                in
      the presence of:
                
                
                /s/ Fabiola
      Bomeir
                
                /s/ Beatrice
      Williams
              
              "LANDLORD"
                
                431
      Fairway Associates, LLC
                a
      Florida limited liability company
                
                
                By:/s/ Gregory V. Combs
                Name:
      Gregory V. Combs
                Title:V.
      PresidentSigned,
      sealed and delivered
                in
      the presence of:
              
              "TENANT"
                
                
                China Direct, Inc.
                a Florida corporation
                
                
                By: /s/Marc Siegel
                Name:
                Title:
 
   - 24
-
  EXHIBIT
“A”
  
  
  PREMISES
  
  
  
   - 25
-
  EXHIBIT
“B”
  
  
  SITE
PLAN
 
 
  - 26
-
  
  
  EXHIBIT
“C”
  
  LEGAL
DESCRIPTION
  
  L.C.L.
PLAT 113-49 B PARCEL D N 190
  
   - 27
-
  EXHIBIT
“D
  
  RULES
& REGULATIONS
  
  1.
              The
      sidewalks and public portions of the Property, such as entrances,
      passages, courts, parking areas, elevators, vestibules, stairways,
      corridors, or halls shall not be obstructed or encumbered by Tenant or its
      employees, agents, invitees, or guests nor shall they be used for any
      purpose other than ingress and egress to and from the
      Premises.
  2.
              No
      awnings or other projections shall be attached to the outside walls of the
      Property.  No curtains, blinds, shades, louvered openings, or
      screens shall be attached to or hung in, or used in connection with, any
      window or door of the Premises, without the prior written consent of
      Landlord, unless installed by Landlord.  No aerial, satellite
      dish or antenna shall be erected on the roof or exterior walls of the
      Premises or on the Property without the prior written consent of Landlord
      in each instance.
  3.
              No
      sign, advertisement, notice, or other lettering shall be exhibited,
      inscribed, painted, or affixed by Tenant on any part of the outside of the
      Premises or Property or on corridor walls or doors or mounted on the
      inside of any windows or within the interior of the Premises, if visible
      from the exterior of the Premises, without the prior written consent of
      Landlord.  Signs on any entrance door or doors shall conform to
      Property standards and shall, at Tenant’s expense, be inscribed, painted,
      or affixed for Tenant by sign makers approved by
  Landlord.
  4.
              The
      sashes, sash doors, skylights, windows, heating, ventilating, and air
      conditioning vents and doors that reflect or admit light and air into the
      halls, passageways, or other public places in the Property shall not be
      covered or obstructed by Tenant, or its employees, agents, invitees, or
      guests, nor shall any bottles, parcels, or other articles be placed
      outside of the Premises.
  5.
              No
      show cases or other articles shall be put in front of or affixed to any
      part of the exterior of the Property, nor placed in the public halls,
      corridors, or vestibules without the prior written consent of
      Landlord.
  6.
              Whenever
      Tenant shall submit to Landlord any plan, agreement, assignment, sublease,
      or other document for Landlord’s consent or approval, Tenant shall
      reimburse Landlord, on demand, for the actual out-of-pocket costs for the
      services of any architect, engineer, or attorney employed by Landlord to
      review or prepare the plan, agreement, assignment, sublease, consent, or
      other document, and pay Landlord a Building standard administrative fee
      for its services relating to the consent or
  approval.
  7.
              The
      water and wash closets and other plumbing fixtures shall not be used for
      any purpose other than those for which they were constructed, and no
      sweepings, rubbish, rags, or other substances shall be thrown in
      them.  Unless the Waiver of Subrogation section of this Lease
      applies, all damages resulting from any misuse of fixtures shall be borne
      by the Tenant who, or whose employees, agents, invitees, or guests, shall
      have caused the damages.
  8.
              Tenant
      shall not in any way deface any part of the Premises or the
      Property.  Tenant shall not lay linoleum, or other similar floor
      covering, so that the same shall come in direct contact with the floor of
      the Building, and, if linoleum or other similar floor covering is desired
      to be used, an interlining of builder’s deadening felt shall be first
      affixed to the floor, by a paste or other material, soluble in water, the
      use of cement or other similar adhesive material being expressly
      prohibited.
  9.
              No
      animals of any kind (except dogs assisting disabled persons) shall be
      brought on the Premises or
Property.
  10.
              The
      Premises shall not be used for lodging or cooking, except that use by
      Tenant of Underwriters’ Laboratory-approved equipment for brewing coffee,
      tea, hot chocolate, and
   - 28
-
  similar
beverages and a microwave oven for food warming shall be permitted, provided
that such equipment and use is in accordance with all applicable governmental
requirements and no food odors shall be noticeable outside of the
Premises.
 11.
              No
      office space in the Property shall be used for the distribution or for the
      storage of merchandise or for the sale at auction or otherwise of
      merchandise, goods, or property of any
kind.
  12.
              Tenant
      shall not make or permit to be made any unseemly or disturbing noises, or
      electromagnetic or radio interference, or vibrations, or disturb or
      interfere with occupants of the Property or neighboring premises or those
      having business with them, or interfere with equipment of Landlord or
      occupants of the Property.  Tenant shall not throw anything out
      of the doors or windows or down the corridors, stairwells, or elevator
      shafts of the Property.
  13.
              Neither
      Tenant nor any of Tenant’s employees, agents, invitees, or guests shall at
      any time bring or keep on the Premises any firearms, inflammable,
      combustible, or explosive substance or any chemical substance, other than
      reasonable amounts of cleaning fluids and solvents required in the normal
      operation of Tenant’s business, all of which shall only be used in strict
      compliance with all applicable environmental
  laws.
  14.
              Landlord
      shall, at Tenant’s expense, have a valid pass key to all spaces within the
      Premises at all times during the Lease Term. No additional locks or bolts
      of any kind shall be placed on any of the doors or windows by Tenant, nor
      shall any changes be made in existing locks or the mechanism of the locks,
      without the prior written consent of the Landlord and unless and until a
      duplicate key is delivered to Landlord.  Tenant must, on the
      termination of its tenancy, restore to the Landlord all keys to stores,
      offices, and toilet rooms, either furnished to or otherwise procured by
      Tenant, and in the event of the loss of any keys so furnished, Tenant
      shall pay Landlord for the replacement cost of
  them.
  15.
              All
      deliveries, removals, or the carrying in or out of any safes, freights,
      furniture, or bulky matter of any description may be accomplished only
      with the prior approval of Landlord and then only in approved areas,
      through the approved loading/service area doors, using the freight
      elevator only (if applicable) and during approved hours.  Tenant
      shall assume all liability and risk concerning these
      movements.  Landlord may restrict the location where heavy or
      bulky matters may be placed inside the Premises.  Landlord
      reserves the right to inspect all freight to be brought into the Property
      and to exclude from the Property all freight that can or may violate any
      of these Rules and Regulations or other provisions of this
      Lease.
  16.
              Tenant
      shall not, unless otherwise approved by Landlord, occupy that would, in
      Landlord’s reasonable opinion, impair the reputation or quality of the
      Building, overburden any of the Building systems, Common Areas, or Parking
      Areas (including any use that would create a population density in the
      Premises which is in excess of the density which is standard for the
      Building), impair Landlord’s efforts to lease space or otherwise interfere
      with the operation of the Property, unless Tenant’s Lease expressly grants
      permission to do so.  Tenant shall not operate or permit to be
      operated on the Premises any coin or token operated vending machine or
      similar device (including telephones, lockers, toilets, scales, amusement
      devices, and machines for sale of beverages, foods, candy, cigarettes, or
      other goods), except for those vending machines or similar devices that
      are for the sole and exclusive use of Tenant’s employees, and then only if
      operation of the machines or devices does not violate the lease of any
      other tenant of the Property.  Tenant shall not engage or pay
      any employees on the Premises, except those actually working for Tenant on
      the Premises, nor advertise for labor giving an address at the
      Premises.
  17.
              Tenant
      shall not create or use any advertising mentioning or exhibiting any
      likeness of the Property without the prior written consent of
      Landlord.  Landlord shall have the right to prohibit any
      advertising that, in Landlord’s reasonable opinion, tends to impair the
      reputation of the Property or its desirability as a building for offices,
      and on notice from Landlord, Tenant shall discontinue the
      advertising.  The Premises shall not be used for lodging or
      sleeping, or for any immoral, disreputable, or illegal purposes, or for
      any purpose that may be dangerous to life, limb, or
    property.
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  18.           Any
maintenance requirements of Tenant will be attended to by Landlord only on
application at the Landlord’s office at the Property.  Landlord’s
employees shall not perform any work or do anything outside of their regular
duties, unless under specific instructions from the office of
Landlord.
 19.
              Canvassing,
      soliciting, and peddling within the Property is prohibited and Tenant
      shall cooperate to prevent such
activities.
  20.
              There
      shall not be used in any space, or in the public halls of the Property,
      either by Tenant or by jobbers or others, in the delivery or receipt of
      merchandise to Tenant, any hand trucks, except those equipped with rubber
      tires and side guards.  No hand trucks shall be used in
      elevators other than those designated by Landlord as service
      elevators.  All deliveries shall be confined to the service
      areas and through the approved service entries.
  21.
              In
      order to obtain maximum effectiveness of the cooling system, Tenant shall
      lower and/or close venetian or vertical blinds or drapes when the sun’s
      rays fall directly on the exterior windows of the
  Premises.
  22.
              If,
      in Landlord’s reasonable opinion, the replacement of ceiling tiles becomes
      necessary after they have been removed on behalf of Tenant by telephone
      company installers or others (in both the Premises and the public
      corridors), the cost of replacements shall be charged to Tenant on a per
      tile basis.
  23.
              All
      paneling or other wood products not considered furniture that Tenant shall
      install in the Premises shall be of fire retardant materials. Before the
      installation of these materials, Tenant shall submit to Landlord a
      satisfactory (in the reasonable opinion of Landlord) certification of the
      materials’ fire retardant
characteristics.
  24.
              Landlord
      may from time to time conduct fire and life safety training for tenants of
      the Building, including evacuation drills and similar procedures. Tenant
      agrees to participate in such activities as reasonably requested by
      Landlord.
  25.
              All
      trucks and delivery vans shall be parked in designated areas only and not
      parked in spaces reserved for cars.  All delivery service doors
      are to remain closed except during the time that deliveries, garbage
      removal, or other approved uses are taking place.  All loading
      and unloading of goods shall be done only at the times, in the areas, and
      through the entrances designated for loading purposes by
      Landlord.
  26.
              Tenant
      shall be responsible for the removal and proper disposition of all crates,
      oversized trash, boxes, and items termed garbage from the
      Premises.  The corridors and parking and delivery areas are to
      be kept clear of these items.  Tenant shall provide convenient
      and adequate receptacles for the collection of standard items of trash and
      shall facilitate the removal of  trash by
      Landlord.  Tenant shall ensure that liquids are not disposed of
      in the receptacles.
  27.
              Tenant
      shall not conduct any business, loading or unloading, assembling, or any
      other work connected with Tenant’s business in any public
      areas.
  28.
              Landlord
      shall not be responsible for lost or stolen personal property, equipment,
      or money occurring anywhere on the Property, regardless of how or when the
      loss occurs.
  29.
              Neither
      Tenant, nor its employees, agents, invitees, or guests, shall paint or
      decorate the Premises, or mark, paint, or cut into, drive nails or screw
      into nor in any way deface any part of the Premises or Property without
      the prior written consent of Landlord.  Notwithstanding the
      foregoing, standard picture hanging shall be permitted without Landlord’s
      prior consent.  If Tenant desires a signal, communications,
      alarm, or other utility or service connection installed or changed, the
      work shall be done at the expense of Tenant, with the approval and under
      the direction of Landlord.  If Landlord consents, Tenant shall
      promptly repair any damage to the Property resulting from Tenant’s
      activities, including any damage due to preparations for
      storms.
  30.
              Tenant
      shall give Landlord prompt notice of all accidents to or defects in air
      conditioning equipment, plumbing, electric facilities, or any part or
      appurtenance of the Premises.
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  31.           Tenant
agrees and fully understands that the overall aesthetic appearance of the
Property is of paramount importance; thus Landlord shall maintain complete
aesthetic control over any and every portion of the Premises visible from
outside the Premises including all fixtures, equipment, signs, exterior
lighting, plumbing fixtures, shades, awnings, merchandise, displays, art work,
wall coverings, or any other object used in Tenant’s business.
 32.
              Tenant
      shall not install, operate, or maintain in the Premises or in any other
      area of the Property, any electrical equipment that does not bear the U/L
      (Underwriters Laboratories) seal of approval, or that would overload the
      electrical system or any part of the system beyond its capacity for
      proper, efficient, and safe operation as determined by Landlord, taking
      into consideration the overall electrical system and the present and
      future requirements therefor in the Property.  Tenant shall not
      furnish any cooling or heating to the Premises, including  the
      use of any electronic or gas heating devices, without Landlord’s prior
      written consent.
  33.
              Under
      applicable law, the entire Property, including the Premises, is deemed to
      be a “no smoking” building and smoking is prohibited in all Common
      Areas.
  34.
              Tenant
      shall not allow the Premises to be occupied by more than five persons per
      1,000 useable square feet.
  35.
              Tenant
      shall comply with any recycling programs for the Property implemented by
      Landlord from time to time.
  36.
              Tenant
      shall comply with all rules and regulations imposed by Landlord as to any
      messenger center Landlord may establish for the Building and as to the
      delivery of letters, packages, and other items to the Premises by
      messengers.
  Whenever
these Rules and Regulations directly conflict with any of the rights or
obligations of Tenant under this Lease, this Lease shall govern.
  
  
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  EXHIBIT
"E”
  
  WORKLETTER
AGREEMENT
  
  
  In the
event of any inconsistencies between this Agreement and the Lease to which this
Agreement is attached, this Agreement shall control.  Capitalized
terms used in this Agreement shall, unless otherwise specifically set forth
herein, have the same meanings as in the Lease.
  1.           Landlord
shall complete or cause the completion of the improvements to the Premises as
shown on the Final Plans (defined in Paragraph 2) and as more fully described in
this Section (“Tenant’s Improvements”).  As Tenant’s agent, Landlord
shall retain an architect and/or engineer licensed in the State of Florida to
prepare complete and detailed demolition, architectural, structural, mechanical
and engineering plans and specifications prepared by  and stamped and
certified by such architect or engineer, showing Tenant’s Improvements
(“Construction Plans”).  The cost of the Construction Plans shall be
paid from the Allowance.  The Construction Plans shall be
substantially in accordance with the preliminary space plan initialed by the
parties at or prior to execution of the Lease, and shall otherwise be acceptable
to Landlord in its reasonable discretion.  Tenant’s Improvements shall
meet or exceed the minimum standards for the Building (“Minimum Building
Materials and Construction”) as determined by Landlord in its reasonable
discretion.  If applicable, Tenant’s Construction Plans shall include
all information necessary to reflect Tenant’s requirements for the installation
of any supplemental air conditioning system and ductwork, heating, electrical,
plumbing and other mechanical systems and all work necessary to connect any
special or non-standard facilities to the Building’s base mechanical, electrical
and structural systems.  Tenant’s Construction Plans shall include a
set of CAD drawings depicting Tenant’s Improvements for each bidder. Tenant’s
Construction Plans shall include, but not be limited to, indication or
identification of the following:
  A.           locations
and structural design of all floor area requiring live load capacities in excess
of 60 pounds per square foot;
  B.           the
density of occupancy in large work areas;
  C.           the
location of any food service areas or vending equipment rooms if permitted by
Landlord;
  D.             areas
requiring 24-hour air conditioning, Tenant’s supplemental HVAC units (if any),
and electrical consumption submeters if required by Landlord;
  E.             location
of rooms for telephone equipment;
  F.             locations
and types of plumbing, if any, required for toilets, sinks, drinking fountains,
etc.;
  G.             light
switching of offices, conference rooms, etc.;
  H.             layouts
for specially installed equipment, including computers, size and capacity of
mechanical and electrical services required and heat projection of
equipment;
  I.             dimensioned
location of: (a) electrical receptacles (120 volts), including receptacles for
wall clocks, and telephone outlets and their respective locations (wall or
floor), (b) electrical receptacles for use in the operation of Tenant’s business
equipment which requires 208 volts or separate electrical circuits, (c)
electronic calculating, CRT systems, etc., and (d) special audio-visual
requirements;
  J.             special
fire protection equipment and raised flooring where permitted by Building
systems and otherwise approved by Landlord;
  K.             reflected
ceiling plan;
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  L.             information
concerning air conditioning loads, including, but not limited to, air volume
amounts at all supply vents;
  M.             non-building
standard ceiling heights and/or materials;
  N.             materials,
colors and designs of wall coverings and finishes;
  O.             painting
and decorative treatment required to complete all construction;
  P.             swing
of each door;
  Q.             a
schedule for doors (including dimensions for undercutting of doors to clear
carpeting) and frames complete with hardware; and
  R.             all
other information necessary to make the work complete and in all respects ready
for operation.
  2.           As
used herein, “Final Plans” refers to the Construction Plans after the same have
been approved in writing by Landlord.  Other than the Allowance, if
any, set forth in the Lease which Landlord shall contribute to the cost of the
Construction Plans and Tenant’s Improvements, Tenant shall be responsible for
the entire cost of Tenant’s Improvements including any revisions to the Final
Plans (“Revisions”) and all permit and impact fees payable pursuant
thereto.
  3.             Promptly
following Landlord’s approval of the Final Plans, Landlord shall cause the Final
Plans to be submitted for bids to not fewer than two (2) contractors selected by
Landlord, or alternatively Landlord may have one (1) contractor submit a bid
that includes at least two (2) bids from all major sub-contractor trades
(electrical, mechanical, plumbing, drywall).  Promptly following
Landlord’s receipt of the bids from the contractor (s), Landlord shall submit to
Tenant the estimate of the cost of Tenant’s Improvements which exceeds the
Allowance (“Tenant’s Extra Cost”).  Tenant shall either approve or
disapprove the estimate of Tenant’s Extra Cost within three (3) days after
submission by Landlord.  If Tenant shall disapprove all or a portion
of the estimate of the Tenant’s Extra Cost, Landlord shall as Tenant’s agent and
at Tenant’s expense cause the Construction Plans to be revised and resubmitted
to the applicable contractors for revised bids.  This process shall
continue until Tenant approves Tenant’s Extra Cost estimate; provided, however,
such process shall not continue more than thirty (30) days following Landlord’s
initial advice as to the amount of Tenant’s Extra Cost, during which such thirty
(30) day period, Tenant shall be required to approve the then-existing amount of
Tenant’s Extra Cost based on Landlord’s and Tenant’s negotiations with the
selected contractor.  Notwithstanding the foregoing, Tenant shall
approve of Tenant’s Extra Cost if (i) the same is not more than 50% greater than
the Allowance or (ii) Landlord agrees in writing that it shall pay any portion
of Tenant’s Extra Cost that exceeds an amount equal to 150% of the
Allowance.  Tenant’s approval of Tenant’s Extra Cost shall be
evidenced by the payment of same to Landlord within ten (10) days of receipt of
a statement from Landlord therefor, and Tenant shall be responsible for the
payment of any sales or other taxes applicable to Tenant’s Extra
Cost.  Landlord agrees that, unless Tenant is in default of its
obligations under this Work Letter Agreement or the Lease, it shall only
disburse the Tenant’s Extra Cost monies on account of work in
place.  Time shall be of the essence with respect to Tenant’s
obligations hereunder.  Notwithstanding
Section 7.1 of the Lease to the contrary, should less than the Allowance
be expended to design, permit and build the Premises, Tenant and Landlord shall
each be entitled to fifty percent (50%) of the savings, subject to a minimum of
$55.00 per rentable square foot being spent.  Thus the maximum savings
that could be divided between Landlord and Tenant is $10.00 per rentable square
foot.  Tenant's 50% share of such
savings shall, at Landlord's option, either be paid by Landlord to Tenant within
thirty (30) days following the Rent Commencement Date, or credited to Tenant's
first ensuing payment(s) of Base Rent due under the Lease.
  4.           Landlord
shall not be responsible or liable for any delay in substantially completing
Tenant’s Improvements as a result of any act, neglect, failure or omission of
Tenant, its agents, servants, employees, contractors, or subcontractors (“Tenant
Delay”).  Tenant Delay includes without limitation any of the
following:
  A.           Tenant’s
failure to furnish plans, drawings, and specifications in accordance with and at
the times required by this Work Letter Agreement; or
   - 33
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  B.           any
delays resulting from the disapproval by Landlord or Landlord’s consultants of
all or a portion of Tenant’s revised plans and specifications as resubmitted
after initial submission; or
  C.           any
delays resulting from Tenant’s disapproval of the cost of Tenant’s Extra Cost,
which delay shall be deemed to commence upon the date of Tenant’s disapproval of
the cost of Tenant’s Extra Cost and end on the date of Tenant’s final approval
of such cost; or
  D.             Tenant’s
request for materials, finishes or installations which are not readily available
at the time Landlord is ready to install same; or
  E.             Any
change(s) to or Revision(s) of the Final Plans; or
  F.             the
performance of work by a person, firm or corporation employed by Tenant and
delays in the completion of the said work by said person, firm, or
corporation.
  5.           Tenant
shall pay to Landlord a sum equal to any additional cost to Landlord in
completing Tenant’s Improvements resulting from any Tenant Delay.  Any
such sums shall be in addition to any sums payable pursuant to paragraph 3 and
shall be paid to Landlord within ten (10) days after Landlord submits an invoice
to Tenant therefor.  Such costs shall be collectible in the same
manner as Rent whether or not the Term shall have commenced, and if Tenant
defaults in the payment of such cost, Landlord shall have no obligation to
continue the performance of Tenant’s Improvements until Tenant shall have cured
such default.
  6.           Except
as hereinafter provided, neither Tenant nor its agents, employees, invitees or
independent contractors shall enter the Premises during construction of Tenant’s
Improvements. Tenant hereby designates Marc Siegel as Tenant’s Construction
Agent for the purposes of submitting to Landlord or Landlord’s consultants and
authorizing Revisions to the Final Plans.  Tenant’s Construction Agent
shall have the right from time to time to inspect the Premises during the course
of Tenant’s Improvements provided Tenant’s Construction Agent shall make a prior
appointment with Landlord and/or its contractor at a mutually convenient
time.
  7.           Upon
the granting of consent by Landlord or Landlord’s consultants, which shall not
be unreasonably withheld, Tenant or its agents may enter the Premises prior to
the Rent Commencement Date to perform such decorative or other tenant finishing
work (“Tenant Work”) as it may desire provided that the Tenant Work in no way
interferes with the performance of Tenant’s Improvements and such entry shall be
deemed under all the terms, covenants and conditions of this Lease, except the
covenant to pay Rent.  In the event Landlord, in its sole discretion,
determines that the performance by Tenant or any of its agents of any Tenant
Work is impeding or impairing in any way the performance of Tenant’s
Improvements, then, upon notice to Tenant, Tenant shall cease or cause the
cessation of such Tenant Work until the receipt of notification from Landlord or
Landlord’s consultants that Tenant may once again enter the Premises in order to
perform the Tenant Work.  In the event Tenant Agent or Tenant’s
contractor enters the Building, as may be permitted by Landlord or Landlord’s
consultants, Tenant shall indemnify and hold Landlord harmless from and against
any and all loss, liability, damage, cost and expense, including without
limitation, reasonable attorneys’ fees and disbursements, claimed or actually
arising from, growing out of or related to (a) any act, neglect or failure to
act of Tenant or anyone entering the Building with Tenant’s permission, (b) the
performance of Tenant Work, or (c) any other reason whatsoever arising out of
said entry upon the Building.  The provisions of this section shall
survive the termination of the Lease.
  8.           Tenant
shall have the right to make Revisions.  All Revisions shall be
subject to Landlord’s prior written approval, which shall not be unreasonably
withheld provided the Revisions are non-structural in
nature.  Landlord shall either approve or disapprove the Revisions
within five (5) business days after submission thereof by
Tenant.  Without limiting the generality of the foregoing, no Revision
will be approved unless (a) all changes to and modifications from the Final
Plans are circled or highlighted as per standard practices and (b) said
Revisions conform to the requirements of this Work Letter
Agreement.  Landlord or Landlord’s consultants shall notify Tenant in
writing of the cost of the Revisions, and any Tenant Delay that the performance
of the same may entail.  If Tenant agrees with the cost and delay of
such Revisions, Tenant shall acknowledge Tenant’s approval in writing within
three (3) business days after Landlord’s notice thereof to Tenant.  If
Tenant fails to approve of the cost of such Revisions
   - 34
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  (and, if
requested by Landlord, the amount of any Tenant Delay that Landlord estimates
will occur as a result of such Revisions) within three (3) business days,
Landlord or Landlord’s consultants shall not approve such
Revisions.  The cost of any Revisions shall be borne solely by
Tenant.  An additional fee based on such cost shall be payable in the
manner and at the times set forth in paragraph 3.
  9.           Landlord
shall, subject to Tenant Delays and any other cause beyond Landlord’s reasonable
control, use due diligence to complete Tenant’s Improvements as soon as may be
practicable, but Landlord shall not be liable in any manner whatsoever for its
failure to do so by any particular date.
  10..           Landlord
shall notify Tenant of the date of Substantial Completion at least five (5) days
prior thereto.  As used herein, “Substantial Completion” shall mean
that, with the exception of punch-list items, Tenant’s Improvements shall have
been completed in accordance with the Final Plans, all mechanical systems
serving or affecting the Premises shall then be in working order and a temporary
or final certificate of occupancy or completion (as may be applicable) shall
have been issued by the local governmental authority.  Landlord and
Tenant shall thereupon set a mutually convenient time for Tenant’s Construction
Agent and Landlord or Landlord’s consultants to inspect the Premises, at which
time Tenant’s architect shall prepare and submit to Landlord a punch list of
items to be completed.  Upon completion of the inspection, Tenant’s
Construction Agent shall acknowledge in writing that Substantial Completion has
occurred, subject to any punch list items to be completed.  Landlord
shall diligently complete the approved work on the punch list
items.  In the event Tenant shall fail to confer with Landlord within
five (5) days of Landlord’s notice setting forth the date of Substantial
Completion, which conference shall confirm Substantial Completion of Tenant’s
Improvements has occurred, (a) Tenant shall have no right to enter the Premises
for the purposes of conducting its business therefrom until Tenant and Tenant’s
Construction Agent met with Landlord in the Premises and prepare a punch list of
incomplete items, if applicable, and (b) Tenant’s Improvements shall be deemed
completed and satisfactory in all respects.  As used in the Lease, the
“Rent Commencement Date” shall be the earliest of the following:  (a)
the date of Substantial Completion; or (b) the date that Substantial Completion
would have occurred but for any Tenant Delay as determined by Landlord in its
reasonable discretion.
  
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