EX-10.1 LEASR AGREEMENT DATED APRIL 19, 2005






Exhibit 10.1




BUSINESS LEASE




This agreement is entered into in Martin County, Florida between:




LANDLORD: SUNSHINE HOLDINGS, INC.




whose address is P.O. BOX 1189 JUPITER, FLORIDA 33468




Telephone(s): 561-741-1185 fax 561-748-6020




TENANT: LIBERATOR MEDICAL SUPPLY, INC.




whose address is 2700 SE MARKET PLACE STUART, FLORIDA 34997




telephone (s) 772-281-2414 fax 772-287-3280



The Landlord, for the consideration of the rents to be paid by the Tenant and the covenants to be
kept by the Tenant, hereby leases the following premises to the Tenant:



DESCRIPTION OF THE LEASED PREMISES: Approximately 25,268 square feet.



STREET ADDRESS: 2979 SE Gran Park Way Stuart, Florida 34997.



LEASE TERM: 87 months. SEE ADDENDUM C.



In the event that the leased premises is still under construction on commencement date, the term of
this lease shall be adjusted so that commencement date shall be deemed to be the day following the
issuance of Certificate of Occupancy ON A SHELL BUILDING issued by the proper Government authority.
SEE ADDENDUM B PARAGRAPH 1 FOR COMMENCEMENT DATE.



ACCEPTANCE BY TENANT: The Tenant, as consideration for the use of the leased premises, hereby
leases the premises and agrees to abide by the terms and conditions of this lease.



AMOUNT OF RENT: The Tenant agrees to pay the Landlord the minimum rent for the full term of
this lease the total rental of: ONE MILLION SIX HUNDRED SEVENTY TWO THOUSAND EIGHTY DOLLARS



$1,672,080 plus THE TOTAL of operating expenses including but not limited to real estate taxes,
property insurance, maintenance, office wastebasket trash removal, landscape maintenance, water
and sewer, security lighting,, MANAGEMENT FEES, PROPERTY OWNERS ASSOCIATION ASSESSMENTS, etc.
which are estimated at $4,211 per month for the first lease year. SEE ADDENDUM B PARAGRAPH 5 FOR
EXPENSES PAID DIRECTLY BY THE TENANT.



MANNER OF PAYMENT: The above rent AND OPERATING EXPENSES shall be paid monthly in advance on first
day of each month. If the rent is not received by the Landlord on 5th. day of the month, a late fee
of 5% of the rent due shall be added to amount due and be deemed as additional rent. Landlord
reserves the right to require the Tenant to pay the rent via Electronic Funds Transfer by giving
the Tenant 30 day’s written notice




	 	 	 
	MONTHLY RENT SCHEDULE: FIRST 3 MONTHS ARE FREE.
	 
	MONTHS 4-15:   $17,110       MONTHS 52-63: $20,800

	MONTHS 64-75: $21,840
	MONTHS 16-27: $17,970       MONTHS 76-87: $22,930
	 	 
	MONTHS 28-39: $18,870
	 	 
	MONTHS 40-51: 519,820
	 	 






	 	 	 	 	 
	 	 	 
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A









 








	 	 	 	 	 	 	 
	FUNDS
	 	First month’s rent	 	$	17,110.00	 
	REQUIRED
	 	First month’s operating expenses	 	$	4,211.00	 
	UPON
	 	Sales tax on first month’s rent and operating expenses	 	$	1,279.26	 
	LEASE
	 	Security deposit	 	$	38,439.00	 
	SIGNING
	 	Other	 	$	—	 
	 
	 	Total due upon lease signing	 	$	61,039.26	 





USE OF PREMISES: The tenant shall use the property for OFFICE, MEDICAL SUPPLY WAREHOUSE AND



DISTRIBUTION and for no other purposes.



STANDARD TERMS: The parties agree to abide by the attached “STANDARD TERMS AND CONDITIONS” (pages 1
thru 12).



ADDENDUM
(S): The parties agree to abide by the attached addendum(s): A, B, C AND D.



FACSIMILE: A facsimile copy of this lease and any signatures hereon shall be considered for all
purposes as originals.



OTHER: [BLANK]



IN WITNESS WHEREOF, the parties hereto set their hands and seals:




	 	 	 	 	 	 	 	 	 
	WITNESSES:

	 	 	 	LANDLORD:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Illegible

	 	AS
	 	/s/ PAUL MARTIN
	 	2/11/05
	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	SUNSHINE HOLDINGS INC. BY PAUL MARTIN
GLAFENHEIN IT’S PRESIDENT
	 	DATE	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ ROBERT J. DEVIS
 

AS TO THE LANDLORD

	 	TO 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	TENANT:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Illegible

	 	ALL
	 	/s/ MARK LIBRATORE
	 	2/11/05	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	LIBERATOR MEDICAL SUPPLY, INC. BY
MARK LIBRATORE, IT’S PRESIDENT
	 	DATE	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Illegible 

AS
TO THE TENANT

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	GUARANTOR (S):	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Illegible

	 	 	 	/s/ MARK LIBRATORE
	 	2/11/05	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	MARK LIBRATORE, INDIVIDUAL
	 	DATE	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Illegible 

AS TO GUARANTOR (S)

	 	 	 	 	 	 	 	 









B









 





ADDENDUM A

LEASE

2979 GRAN PARK WAY, STUART, FLORIDA

STUART BUSINESS CENTER EAST

SUNSHINE HOLDINGS, INC., LANDLORD

LIBERATOR MEDICAL SUPPLY, INC., TENANT




LEASED PREMISES SKETCH










	 	 	 	 
	 
	 

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ADDENDUM B

LEASE

2979 GRAN PARK WAY, STUART, FLORIDA

STUART BUSINESS CENTER EAST

SUNSHINE HOLDINGS, INC., LANDLORD

LIBERATOR MEDICAL SUPPLY, INC., TENANT




LEASE PAYMENT START DATE





	1.	 	The lease payments shall commence 90 days after the issuance of a Certificate
of Occupancy for a shell warehouse building by the Martin County Florida
Building Department.





TENANT IMPROVEMENTS





	2.	 	As consideration for the Tenant taking the building as a shell warehouse with
no internal improvements, the Landlord agrees to provide the Tenant with a
maximum of $253,700.00 to be solely used to add leasehold improvements to
suit the Tenant’s specific needs. The following conditions apply regarding
these improvements:






	 	•	 	All architectural plans must be approved by the Landlord
prior to submittal to the Martin County Building Department.
	 
	 	•	 	All work shall be done by a Florida licensed General Contractor
selected by the Tenant and approved by the Landlord.
	 
	 	•	 	Invoices will be paid by the Landlord for work done and materials provided after receipt by Landlord of lien waivers.
	 
	 	•	 	The Landlord will supervise the construction of the leasehold improvements.
	 
	 	•	 	The Tenant will pay any costs in excess of $253,700.00. The Tenant will provide the Landlord with lien releases for all work done and materials supplied.







	 	 	 	 
	 
	 

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PARKING





	3.	 	The parking spaces surrounding the leased premises at Stuart Business Center
East are for the exclusive use of the Tenant. Tenants at Stuart Business Center
West shall not park at Stuart Business Center East. Likewise, employees and
visitors of the Tenant shall not park at Stuart Business Center West. TENANT
ACKNOWLEDGES THAT THE ONSITE PARKING AVAILABLE TO THE
PREMISES IS INSUFFICIENT FOR TENANT’S ANTICIPATED PARKING
REQUIREMENTS. THE TENANT HEREBY AGREES THAT TENANT
SHALL BE RESPONSIBLE TO PROVIDE ADDITIONAL OFFSITE
PARKING AT TENANT’S SOLE EXPENSE.





COMMON DRIVEWAYS AND ACCESS LANES





	4.	 	The parties agree that the driveway between Stuart Business Center East and
Stuart Business Center West is to be used jointly by the Tenant and tenants in
Stuart Business Center West. This driveway is to be kept open at all times to
allow the free flow of vehicular traffic for all users. The balance of the
driveways in both Stuart Business Center West and Stuart Business Center East
may be used as needed by the Tenant and tenants of Stuart Business Center
West. All of the above applies to employees, delivery vehicles and business
invitees of all tenants in both Centers.





COSTS PAID DIRECTLY BY THE TENANT





	5.	 	As the Tenant is the sole tenant in Stuart Business Center East, the following
services shall be arranged for and paid directly by the Tenant:






	 	•	 	Dumpster service.
	 
	 	•	 	Security lighting.
	 
	 	•	 	Water and sewer service.
	 
	 	•	 	Electric service.





SHELL BUILDING





	6.	 	The Landlord agrees to deliver to the Tenant a shell building with no internal
improvements.







	 	 	 	 
	 
	 

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ANNUAL FINANCIALS AND TAX RETURNS





	7.	 	The Tenant shall furnish Landlord and First National Bank And Trust
Company (Landlord’s lender) within 30 days after filing the annual return a profit and loss
statement of the Tenant for such year, and a balance sheet
as of the end of such year. Reports shall be prepared in accordance with
generally accepted accounting principles and certified by the Chief Financial Office of the
Tenant as being true and accurate.
	 
	 	 	A signed financial statement of the Guarantor shall be submitted to
Landlord and First National Bank And Trust Company on each annual
anniversary of this lease.
	 
	 	 	The Tenant and the Guarantor shall furnish to Landlord and First National Bank And Trust Company
complete copies of annual tax returns. The returns are to be delivered within 30 days after
filing with the Internal Revenue Service.





PROPERTY DAMAGE INSURANCE





	8.	 	The Tenant agrees to obtain property damage insurance covering leasehold
improvements in the amount of $50,000.00.






	 	 	 	 
	 
	 

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ADDENDUM C

LEASE

2979 GRAN PARK WAY, STUART, FLORIDA

STUART BUSINESS CENTER EAST

SUNSHINE HOLDINGS, INC., LANDLORD

LIBERATOR MEDICAL SUPPLY, INC., TENANT




ACKNOWLEDGEMENT OF COMMENCEMENT DATE

(to be completed after issuance of Certificate of Occupancy)





	1.	 	The parties agree that the Certificate of Occupancy of the shell warehouse was
issued on April 18, 2005.
	 
	2.	 	The parties agree that the commencement date of this lease is April 19, 2005
which is the day after the issuance of the certificate of occupancy of the shell
warehouse.




The parties agree that the monthly rent schedule is as follows:





	 	•	 	August 1, 2005 to July 31, 2006      $17,110
	 
	 	•	 	August 1, 2006 to July 31, 2007      $17,970
	 
	 	•	 	August 1, 2007 to July 31, 2008      $18,870
	 
	 	•	 	August 1, 2008 to July 31, 2009      $19,820
	 
	 	•	 	August 1, 2009 to July 31, 2010      $20,800
	 
	 	•	 	August 1, 2010 to July 31, 2011      $21,840
	 
	 	•	 	August 1, 2011 to July 31, 2012      $22,930






	 	 	 	 
	 
	/s/
Paul Martin Glafenhein   9/22/05

	 	/s/ Mark Liberator   4/21/05	 
	 

	 	 	 
	Sunshine Holdings, Inc., Landlord

	 	Liberator Medical Supply, Inc., Tenant	 






 









 






ADDENDUM D

LEASE

2979 GRAN PARK WAY, STUART, FLORIDA

STUART BUSINESS CENTER EAST

SUNSHINE HOLDINGS, INC., LANDLORD

LIBERATOR MEDICAL SUPPLY, INC., TENANT




[ATTACH COPY OF APPROVED PLANS FOR TENANTS LEASEHOLD IMPROVEMENTS]





	 	 	 	 
	 
	 

	 	/s/ MG
	 
	 

	 	 	 
	

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STANDARD TERMS AND CONDITIONS




SECURITY DEPOSIT





	1.	 	The Landlord, hereby acknowledges receipt of the security deposit, which
deposit guarantees, the full
and faithful performance of all the terms, conditions and obligations to be performed by
the Tenant
under the terms of this lease. This deposit is to be returned to the Tenant upon the
expiration of this
lease after all cost of returning the premises to their original condition, reasonable
wear and tear
excepted. Thereafter the deposit shall be applied to remaining obligations including but
not limited
to, rent in arrears. This deposit does not relieve the Tenant of his obligation to pay
each and every
payment when due. The Landlord may demand additional security during the term of this
lease,
should it be deemed necessary in order to guarantee that the premises shall be restored
to the original
condition. The Tenant’s security deposit must always equal two month rent or more on all
lease
increases, renewals and options.





ADDITIONAL PAYMENT REQUIREMENTS





	2.	 	Tenant shall pay all occupational licenses, and other licenses, which are
necessary in the operation
of the business to be carried on in the premises. Tenant shall also pay for all utility
services which
may be provided to the premises, including but not limited to: gas, electric, telephone,
satellite, as
they from time to time shall accrue and be due and payable. Tenant shall pay all Sales
and Use
Taxes due on the rent payable under this lease and due as a result of business conducted
on the
premises. Tenant shall pay Personal Property Taxes assessed against the personal property
located
on the premises.





REAL ESTATE TAXES





	3.	 	The Tenant agrees to pay to the Landlord, as part of the monthly operating
expenses, the Tenants
pro-rata share of the real estate taxes on the property The Landlord agrees to pay
these taxes to
Martin County on or before
November 30th of each year to take advantage of the maximum
discount
offered.





INSURANCE REQUIREMENTS AND PROOF OF INSURANCE





	4.	 	Tenant agrees to provide (on or before the commencement of this lease) at
Tenant’s expense;
comprehensive general liability insurance related to tenant’s premises on an occurrence
basis with
minimum limits of liability in an amount no less than $500,000 for bodily injury,
personal injury or
death to anyone person, $1,000,000 for bodily injury, personal injury or death to more
than one
person, and a minimum of $50,000 with respect to damage to leasehold improvements by
water or
otherwise. Such insurance shall also indemnify the Landlord as provided by the terms of
paragraph 7
herein. The above coverage must be maintained in force at all times. All of the above
insurance shall
indicate the Landlord as an additional insured. In the event of payment of any loss
covered by such
policy, the Landlord shall be paid first by the insurance company for his loss. PRIOR TO
OCCUPANCY BY THE TENANT, THE TENANT SHALL PROVlDE THE LANDLORD WITH
PROOF THAT THE ABOVE. INSURANCE IS IN FULL FORCE AND EFFECT.






	 	 	 	 
	 
	 

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STANDARD TERMS AND CONDITIONS




EXTENSIVE DAMAGE





	5.	 	In the event that the premises shall be destroyed by fire or other casualty,
whereby the premises shall be rendered untenantable, then the Landlord shall have the
option to render the premises tenantable by repairs within 180 days. If the premises
are not rendered tenantable within 180 days, the Tenant may cancel this lease by
notice in writing to the Landlord within 10 days of the expiration of said 180-day
period. In the event of such cancellation, the rent shall be paid only to the date of
such cancellation BASED ON THE SPACE THAT WAS TENANTABLE. Under no circumstances
shall the Landlord be responsible to the Tenant for any damage occasioned by the
inability of the Tenant to use the premises during any period that the same shall be
destroyed, damaged or injured by fire or other casualty. Except to the extent
specifically set forth herein, none of the rent payable by the Tenant, nor any of the
Tenant’s obligations, shall be affected by any damage to or destruction of the
premises by any cause whatsoever and Tenant hereby specifically waives any and all
additional rights it may otherwise have under any law or statute.





DAMAGE AND LOSS





	6.	 	The Landlord will not be liable or responsible for any damage or loss,
either to person or property, sustained by the Tenant or by other persons, due to
the building or any part thereof becoming defective or out of repair due to any
accident in or about the premises or due to the act or neglect of any Tenant or
occupant of the building. This provision shall apply particularly, but not
exclusively, to damage or loss to Tenant’s merchandise, equipment, inventory,
fixtures or other personal property and to Tenant’s business, caused by water, roof
leakage, odors, bursting or leaking of pipes or plumbing, wind, rain, hurricane,
acts of God or other casualties or caused by any defect, latent or otherwise in any
structure, equipment, pipes, wires or otherwise, comprising all or a part of the
premises or the building of which the premises are a part and shall apply equally
whether such damage is caused by the act or neglect of other tenants, occupants of
the building or any other person and whether such damage be caused or occasioned by
any circumstances above mentioned or by any other thing or circumstance whether of
a like or wholly different nature. If any such damage is caused by the act or
neglect of the Tenant the Landlord may at its option repair such damage whether
caused to the building or tenants thereof and Tenant agrees to reimburse the
Landlord for the cost of such repair. All personal property upon the premises shall
be at the risk of the Tenant and the Landlord shall not be liable for any damage
thereto or theft thereof. The Landlord shall not be liable for damages or repairs
resulting from the stoppage or interruption of water, electric, heat, janitor or
elevator service caused by riot, strike, accident or any cause over which the
Landlord has no control. Nor shall the Landlord be liable for any act or neglect
of janitors or other employees not
authorized by the Landlord nor shall any such failure, delay or default of janitors
or employees be construed or considered as an actual or constructive eviction of the
Tenant nor shall it in any way operate to release the Tenant from performance of the
covenants agreed to be performed by the Tenant.







	 	 	 	 
	 
	 

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STANDARD TERMS AND CONDITIONS




INDEMNIFICATION





	7.	 	The Tenant shall indemnify and save the Landlord harmless from and against any and all
claims, demands, suits, actions, damages, liability and expense including attorney’s fees for or in
connection with any accident, injury or damage whatsoever caused to any person or property
arising directly or indirectly out of the Tenant’s tenancy or
occurring in, on or about the
premises or any part thereof on the sidewalks adjoining the same and any common areas and
facilities within or appurtenant to the premises or arising directly or indirectly from any
act or omission of the Tenant, its agents, contractors, employees, servants, invitees, licensees or
subtenants, act of God or otherwise. The Tenant shall within 5 days of any of the above
occurrences give notice in writing to the Landlord of any fall or other accident occurring in
or around the premises or in the building of which the premises are a part or of any defect
therein or in any fixtures or equipment thereon. The comprehensive general liability insurance coverage
maintained by the Tenant pursuant to this lease shall specifically insure the contractual
obligations of the Tenant as set forth in this paragraph.





MAINTENANCE OF THE PREMISES





	8.	 	The Tenant shall maintain all of the interior of the leased premises including, but not
limited to the electric system including electrical fixtures, air
conditioning, plumbing, plumbing
fixtures, exhaust fans, concrete floors, carpeting, tile, entry and overhead garage doors, locks, fire
sprinklers, exit and emergency lights, security systems, communication lines, interior paint
and wall covering and sewer stoppages. All of the aforesaid items shall apply regardless of
ownership. The Tenant shall be solely responsible for the payment of repairs to maintain all
of the above items and shall replace any item beyond repair, to the satisfaction of the
Landlord; and the tenant will have ten days from day of notice to make such repairs.





IMPROVEMENTS, ALTERATIONS, FIXTURES AND EQUIPMENT





	9.	 	On the last day of this lease, the Tenant shall quit and surrender the premises, together
with all of the fixtures, alterations, additions and improvements
which may have been made in, on or
to the premises except movable furniture, or unattached movable trade fixtures. The Tenant shall
broom clean the premises, in as good a condition and repair as the premises were in at the
beginning of the term of this lease, reasonable wear and tear
excepted. All the air
conditioning and other mechanical equipment of every nature, must remain on the premises, and the tenant
fully acknowledges that all other improvements, including but not limited to offices,
partitions, lighting fixtures, electrical wiring, plumbing fixtures,
mezzanines, carpeting, tile,
paneling, etc. must remain on the premises regardless of ownership.
However, at the Landlord’s sole
discretion, the Tenant shall remove any or all of those improvements made by the Tenant. THE
APPROVED IMPROVEMENTS IN ADDENDUM D SHALL REMAIN ON THE PREMISES.







	 	 	 	 
	 
	 

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STANDARD TERMS AND CONDITIONS




SUBORDINATION AGREEMENT





	10.	 	The Tenant agrees that if the Landlord secures a mortgage on the premises that this lease is
and shall be subordinate to the lien of said mortgage; and the Tenant agrees that it will execute
such subordination or other documents or agreements as may be requested or required by any lender.
THESE LENDER’S DOCUMENTS MUST BE EXECUTED AND RETURNED BY THE TENANT WITHIN 7 DAYS AFTER RECEIPT.





APPROVAL AND PERMITS





	11.	 	The Tenant must obtain written approval from the Landlord before any changes, alterations or
improvements are made to the interior or exterior portions of the building. At the Tenant’s
expense, the Tenant is required to obtain the necessary permits and plans; a copy of each is
to be given to the Landlord prior to the commencement of any works.





NOTICE TO VACATE





	12.	 	The Tenant must notify the Landlord in writing, no later than 90 days before the expiration
of this lease, of its intentions to either vacate, negotiate a new lease or exercise the option
agreement, if any. If the Tenant fails to notify the Landlord, in writing, the Landlord shall
have the authority and right to rent the premises, and Tenant shall vacate the premises
immediately on the last day of this lease. During the last 90 days of this lease the Landlord or its agents
may place the usual “for rent” signs on the leased premises and show the property to prospective
tenants during reasonable business hours.





NOISE, ODORS AND WASTE





	13.	 	The Tenant will not use the interior and/or exterior portion of the premises so as to cause
noise, noxious odors, accumulation of waste and garbage, vibrations from machinery, or any other
disturbance or nuisance which may create undue annoyance or hardship to another tenant of the
Landlord, and/or damage or impairment to Landlord’s property.






	 	 	 	 
	 
	 

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STANDARD TERMS AND CONDITIONS




OUTSIDE ACTIVITIES PROHIBITED





	14.	 	The Tenant shall not use the exterior of the premises for storage or business activities or
any other
purpose other than the normal parking of vehicles. The landlord may remove, without notice, any
items at the exterior of the premises and dispose of them at his own discretion. In the event
that the
Landlord incurs expenses in removing these items, the Tenant shall reimburse the Landlord for
these
expenses WITHIN 30 DAYS AFTER RECEIPT OF THE REQUEST FOR REIMBURSEMENT.
ALL AMOUNTS DUE AFTER 30 DAYS SHALL BEAR INTEREST AT 18%.





SIGN APPROVAL





	15.	 	The Tenant must obtain approval from the Landlord prior to erecting any signs. The Landlord
shall
have the right to determine the location, size, material and lighting of any signs. The
Landlord
may, at its option, order and have the signs installed from one source, same to be at the
expense of
the Tenant. No painting or lettering of signs shall be permitted directly to the exterior
surface of the
building. The Tenant fully understands that the Landlord may remove, without notice, any such
signs, which will be in violation of this lease. At the termination of this lease, at the
Landlord’s sole
discretion and at Tenant’s sole expense, Tenant shall remove all signs and restore the building
exterior surface to its original condition.





RECEIVERSHIP, BANKRUPTCY AND INSOLVENCY





	16.	 	The Tenant expressly covenants that, unless agreed in Writing by the Landlord, neither
adverse
zoning or other governmental regulations, nor receivership, bankruptcy, insolvency, nor any
other
event, shall operate to relieve the Tenant from the obligations of this lease. The Tenant
hereby
waives the defense of impossibility of performance, whether arising thereby or by reason of any
other matter or event, however caused. IF THE LANDLORD REZONES THE PROPERTY SUCH
REZONING SHALL NOT AFFECT THE TENANT’S RIGHT TO OCCUPY THE PREMISES.





PARKING AREA RESTRICTIONS





	17.	 	Any vehicle in the parking area that is not capable of being driven and which remains in the
parking area for a period of 5 days or more, will be considered “Junk” and the Landlord has the
right to have such “Junk” vehicle or vehicles towed or removed from the premises and the Tenant
shall be responsible for all towing and removal expenses. There shall be no overnight parking
of
vehicles. CARGO TRAILERS MAY BE PARKED ON THE PREMISES AS LONG AS THEY
DO NOT BLOCK VEHICULAR TRAFFIC ON THE DRIVEWAYS.






	 	 	 	 
	 
	 

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STANDARD TERMS AND CONDITIONS




ASSIGNMENT AND SUBLET





	18.	 	The Tenant may not assign this lease, or let or underlet the whole or any part of the
premises
without the written consent of the Landlord, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD, provided: that the Tenant remains liable on the lease, and the
assignee shall execute an assumption of this lease agreement in recordable form.





INSURANCE PREMIUM INCREASE





	19.	 	The Tenant will not use the premises for any purpose, which may increase the base rate of
fire,
extended coverage and liability insurance. In the event the standard base rates cannot be
obtained
by reason the Tenant’s use of the premises, then and in that event, the Tenant shall forthwith
upon
notice, either desist from said unacceptable use and/or pay such additional insurance
premiums.





ADDITIONAL COVENANTS OF THE TENANT





	20.	 	a)     The Tenant will pay the rent AND OPERATING EXPENSES us herein specified without
notice.






	 	b)	 	The Tenant will furnish AND MAINTAIN the necessary types of fire extinguisher.
	 
	 	c)	 	The Tenant will provide for the removal of his trash and waste materials.
	 
	 	d)	 	The Tenant will comply with all lawful requirements of the Board of Health, Police
and Fire
Departments, Municipal, County, State and Federal authorities respecting the manner in
which The Tenant uses the leased premises.
	 
	 	e)	 	The Tenant agrees not to permit pets or guard dogs of any kind on the premises.
	 
	 	f)	 	The Tenant agrees not to use water for washing vehicles,
machinery or equipment.





TENANT TAKES PREMISES “AS IS”





	21.	 	The Tenant has inspected the property prior to entering into
this lease and is familiar with
the
condition of the premises. The Tenant agrees to lease the premises in an “AS IS” condition.
The
Landlord and/or his agents have made no representations or warranties to the Tenant
respecting
the condition of the premises.






	 	 	 	 
	 
	 

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STANDARD TERMS AND CONDITIONS




LANDLORD’S RIGHT OF ENTRY





	22.	 	The Landlord, its’ agents or employees, shall have the right to enter the premises during all
reasonable hours, to examine, make repairs, alterations, etc. as may be deemed necessary.
Landlord, in his sole judgment may enter the premises at any time and by any means, if there
appears to be an emergency within the premises. If the Tenant shall make any modifications
such as welding plates or changes to doors or windows, the Tenant will be responsible to
replace doors or windows at the Tenant’s expense.





PROPERTY LIEN





	23.	 	ANY LIEN THAT THE TENANT PLACES ON FIXTURES ATTACHED TO THE REAL ESTATE, INCLUDING BUT NOT
LIMITED TO AN ELEVATOR, MUST BE APPROVED BY THE LANDLORD AND THE TERM OF SUCH LIEN
SHALL NOT EXCEED THE REMAINING TERM OF THIS LEASE. In the event legal action is
necessary, the terms and conditions of this lease with respect to collection of attorney’s
fees and costs by the Landlord shall apply.





NO HAZARDOUS MATERIALS





	24.	 	The Tenant specifically represents and warrants that the use and operation of the premises
shall comply with all applicable environmental laws rules and regulations. Including without
limitation, the Federal Resource Conservation and Recovery Act and the Comprehensive
Environmental Response Compensation and Liability Act, and all amendments and supplements
thereto. Specifically, and without limiting the generality of the foregoing, there shall not
be at any time any releases or discharges of hazardous substances from the premises, nor shall
any hazardous substances be located or stored in, upon or at the premises without the
Landlord’s written consent. “Hazardous Substances” shall mean and include those elements or
compounds which are contained in the list of hazardous substances adopted by the United
States Environmental Protection Agency or defined by any other federal, state or local
statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to or
imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste,
substance or material, as now or at any time in effect. The Tenant hereby agrees to indemnify
the Landlord and hold the Landlord harmless from and against any and all losses, liabilities,
including strict liability, damages, injuries, expense, including reasonable attorneys’ fees,
costs of any settlement or judgment and claims of any and every kind whatsoever paid, incurred
or suffered by, or asserted against landlord by any person or entity or governmental agency
for, with respect to or as a direct or indirect result of, the presence or discharge of any
hazardous substance on or under the premises by or during the tenancy of the Tenant.






	 	 	 	 
	 
	 

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STANDARD TERMS AND CONDITIONS




RADON GAS





	25.	 	Radon is naturally occurring radioactive gas that, when it has accumulated in a building in
sufficient quantities, may present health risks to persons who are exposed to it over time.
Levels of radon that exceed federal and state guidelines have, been found in buildings in
Florida. Additional information regarding radon and radon testing may be obtained from your
county health unit.





LEGAL DEFAULT / 3 DAY NOTICE





	26.	 	In the event of a default by the Tenant entitling the Landlord to serve a three day notice of
eviction pursuant to Florida Statute Section 83.20, as now or
hereafter existing and if the
Landlord or the Landlord’s attorneys shall serve such a notice upon the Tenant, the Tenant
agrees to pay an attorneys fee of $500.00 for each time that service of said notice is
effected. Said notice shall be deemed served if accomplished in a manner described by law or
by certified mail, return receipt requested. Any dishonored checks received by the Landlord
from the Tenant shall be subject to a fee of $250.00.





LIQUIDATED DAMAGES





	27.	 	The parties acknowledge and agree that all provisions contained herein with respect to
liquidated damages are reasonable in amount. It being the agreement
of the parties, that, as
of the date hereof, actual damages that may be suffered by the Landlord in the event of
default or breaches of the terms by the Tenant are incapable of ascertaining.





LEGAL FEES





	28.	 	SHOULD THE LANDLORD PREVAIL IN ANY LEGAL PROCEEDINGS, the Tenant agrees to pay all
legal fees (including actions on the appellate level) and expenses incurred by the
Landlord in enforcing any of the terms hereof, or in the defense of any action brought by
the Tenant, or incident to any other litigation or negotiation in which the Landlord shall
become involved, subsequent to the date of the execution of this lease, through or on
account of this lease.






	 	 	 	 
	 
	 

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STANDARD TERMS AND CONDITIONS




SET-OFFS





	29.	 	With respect to any provision of this lease, which provides that, the Landlord shall not
unreasonably withhold or unreasonably delay any consent or any approval. The Tenant, in no
event, shall be entitled to make nor shall Tenant make any claim for and Tenant hereby waives
any claim for money damages; nor shall tenant claim any money damages by way of set-off,
counterclaim or defense, based upon any claim or assertion by the Tenant that the Landlord has
unreasonably withheld or unreasonably delayed any consent or approval; but the Tenant’s sole
remedy shall be an action or proceeding to enforce any such provision.





DELAY IN DELIVERY





	30.	 	It is expressly agreed by the parties that the Landlord shall
have no liability to the Tenant
whatsoever if the Landlord shall be unable to deliver possession of the premises to the
Tenant on the date of the commencement of the term hereof for any reason whatsoever, including but not
limited to the fact that the building in which the premises are located has not been
completely or sufficiently completed to make the premises ready for occupancy. Under such
circumstances, the rental reserved and covenanted to be paid herein shall be abated pending the making
available of the premises to the Tenant. No such failure to, deliver possession of the premises on the
commencement date of the term of this lease shall in any manner affect the validity of this
lease or its terms.





ABATEMENT OF RENT — COUNTERCLAIMS





	31.	 	The Tenant shall not be entitled to any abatement of rent or rental value or diminution of
rent in any eviction or distress action or proceeding instituted by the Landlord for non-payment of rent or
additional rent or in any eviction or distress action or proceeding by reason of any breach or
default by the Landlord of any covenant contained in this lease on its part to be performed. The Tenant
will not interpose any counterclaim of whatever nature or description in any such proceeding. The
Tenant shall not have the right of set-off by way of damages, recoupment or counterclaim for
any damages, which the Tenant may have sustained by reason of Landlord’s failure to perform any of
the terms, covenants or conditions contained in the lease. The Tenant shall, however, have the
right to commence independent action for any relief to which the
Tenant may deem it is entitled.





WAIVER OF SUBROGATION





	32.	 	The Tenant hereby waives all right of subrogation against the Landlord as respects any
insurance
proceeds that it may collect from its own insurance carrier.






	 	 	 	 
	 
	 

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STANDARD TERMS AND CONDITIONS




WAIVER OF JURY TRIAL





	33.	 	It is mutually agreed by and between the Landlord and the Tenant that they hereby waive trial
by jury in any action or proceeding brought by either party pertaining to any matter whatsoever
arising out of or in any way connected with this lease or Tenant’s occupancy of the premises.





SURRENDER OF PREMISES





	34.	 	Unless expressly so stated in writing by the Landlord, no act or thing done or omitted by
the Landlord or Landlord’s agents during the term of this lease shall constitute an eviction by the
Landlord, nor shall any such act or thing done be deemed an acceptance of the surrender of the
premises and no agreement to accept a surrender shall be valid unless in writing signed by the
Landlord. No employee of the Landlord or Landlord’s agent shall have any power to accept the
keys
of the premises prior to the termination of this lease. The delivery of keys to any employee of
the
Landlord shall not operate as a termination of the lease or a surrender of the premises.





MECHANICS LIENS





	35.	 	The Tenant shall not do any act or make any contract, which may create or be the foundation
for any lien or other encumbrance upon any interest of the Landlord in the premises. If, as the
result of any act, or omission or alleged act or omission of the
Tenant, any mechanic’s, materialmen’s,
laborer’s or other lien charge or order for the payment of money or other encumbrance shall be
filed against the Landlord or any portion of the premises, whether or not such lien, charge, order or
encumbrance is valid or enforceable as such, the Tenant shall, at its own cost and expense,
cause the same to be discharged of record or bonded within 10 cays after notice to the Tenant of the
filing thereto. The Tenant shall indemnify and save harmless the Landlord from all cost, liabilities,
suits, penalties, claims and demands, including reasonable attorney’s fees, resulting therefrom. At the
Landlord’s option the Tenant will furnish lien waivers or a bond in form and with surety
satisfactory the Landlord prior to commencing any work in connection with making alterations or
improvements to the premises. If the Tenant fails to comply with the foregoing provisions,
the Landlord shall have the option of discharging or bonding any such lien, charge, order or
encumbrance, and the Tenant agrees to reimburse the Landlord for all costs, expense and other
sums of money in connection therewith upon demand. All materialmen, contractors, artisans,
mechanics, laborers and any other persons now or hereafter contracting with the Tenant for
furnishing of any labor, services, materials, supplies or equipment with respect to any portion
of the premises are hereby charged with notice that they must look exclusively to the Tenant to obtain
payment for same, and the Tenant agrees to so inform such persons.






	 	 	 	 
	 
	 

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STANDARD
TERMS AND CONDITIONS




LANDLORD’S REIMBURSEMENT





	36.	 	Wherever throughout this lease, the Tenant is required to do any act or expend any money to a
third party, including but not limited to the repair and maintenance of the premises and trash
removal, if
the Tenant refuses or neglects to perform any such act or make any such payment the Landlord
may, without notice, cause said act to be performed or expend said money on behalf of and for
the
account of the Tenant, and in such event, the Tenant shall reimburse the Landlord for all such
expenditures within ten days from demand therefore by the Landlord.





ADDITIONAL RENT





	37.	 	All sums of money, which may, in addition to the rent herein provided, be due and payable
by the Tenant to the Landlord pursuant to any of terms of this lease,
shall be considered as additional rental.





NOTICE





	38.	 	Any notice, approval, consent or other communication required or permitted to be served
pursuant to this lease shall be considered served on the Landlord if delivered to the
Landlord and receipted therefore in writing or delivered to the Landlord and receipted
therefore by certified mail with “return receipt requested”, at the address set forth herein
or such other address as the Landlord from time to time has designated in writing. Any
notices, approvals, consents or other communications required or permitted to be delivered to
the Tenant shall be deemed delivered if delivered to the premises, or deposited in the United
State mail, postage prepaid, and addressed to the premises.





FLORIDA LAW GOVERNS





	39.	 	The laws of the State of Florida shall govern this agreement.





LANDLORD AND TENANT RELATIONSHIP





	40.	 	Nothing contained in this lease shall be construed to create the relationship of principal
and agent, partnership, joint venture or any other relationship
between the parties hereto other than the relationship of landlord and tenant.






	 	 	 	 
	 
	 

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STANDARD TERMS AND CONDITIONS




SECURITY SERVICE





	41.	 	If the Landlord deems it necessary to obtain security service for the
protection of the Tenant, in that event the Landlord shall have the authority to assess each tenant within the premises
an amount based upon the square footage of the tenants premises. The payment will be assessed and
become due and payable with the monthly rent. This assessment shall be based upon the actual
cost of service.





SALE OF BUSINESS





	42.	 	In the event the business of the Tenant is sold the Landlord has the option
to adjust the rent WITH A MAXIMUM INCREASE OF 25% and a new lease shall be made between the new buyer and the
Landlord. IF THE LANDLORD APPROVES THE NEW OWNER, MARK LIBRATORE SHALL
BE RELEASED FROM HIS PERSONAL GUARANTEE.





TIME IS OF THE ESSENCE





	43.	 	Time is of the essence in all provisions of this lease.





PROPERTY IS SUITABLE





	44.	 	The Tenant has determined that the property is suitable for its needs in all
respects, including but not limited to zoning or other governmental regulations.





FAILURE TO ENFORCE





	45.	 	NO FAILURE BY THE LANDLORD TO ENFORCE ANY OF THE TERMS AND
CONDITIONS OF THIS LEASE SHALL BE DEEMED A WAIVER BY THE LANDLORD.






LENDERS APPROVAL





	46.	 	THIS LEASE IS SUBJECT TO APPROVAL BY LANDLORD’S LENDER.





ENTIRE AGREEMENT





	47.	 	This lease contains the entire agreement between the Landlord and Tenant with
respect to its
subject matter and may be amended only by subsequent written agreement between them.
Except for those which are set forth in this lease, no representations, warranties, or agreements
have been made
by the Landlord or Tenant to one another with respect to this lease.






	 	 	 	 
	 
	 

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