Exhibit 10.11




Exhibit
10.1


Net Lease

1.  FUNDAMENTAL LEASE PROVISIONS AND EXHIBITS                                                             DATE:  June 7, 2004

1.1   Fundamental Lease Provisions.


		   
			Landlord: 	
Hibiscus Office Park,
L.L.C.

1682 W. Hibiscus Blvd.

Melbourne, FL 32901

			
	 	 
	    Tenant:	
The Goldfield
Corp.

100 Rialto
Place, Suite 500

Melbourne, FL  32901

			
	Premises:

			Address:  
				
            


 1684 W. Hibiscus Blvd. 

Melbourne, FL   32901

			




Lease Term:   Seven (7) years

Annual Minimum
Rent/Base Rent: $102,411.00 -  (not including 6% FL
Sales Tax)

(The Annual minimum rent is subject to the cost
of living adjustment pursuant to Section 4.4 hereof and all additional rents,
charges and assessments set forth herein.)

Rentable Area:   

 7,586±   square feet  -
(5,084 ± sq. ft. finished office in 1684 W. Hibiscus Bldg. and 2,401± sq. ft. 1678 W.
Hibiscus Blvd. and 101± sq. ft. atrium walk-through area finished office)

Permitted Use:  General office
purposes

First Month's Minimum Rent: $10,822.06 -

$8,534.25 (base rent) + $1,675.24 (CAM - real estate
taxes and insurance) = $10,209.49 Gross Rent Amount + 6% FL Sales Tax of $612.57
= $10,822.06 Due upon Execution of the Lease.      

Security Deposit: $      
0.00 

Estimated Date for Delivery of the Premises: 
September 30, 2004

(The estimated date for delivery of the
Premises is subject to the provisions of Section 2.2 hereof)

1.2  Effect of Reference to a Fundamental Lease
Provision.  Each reference in the Lease to any of the Fundamental Lease
Provisions contained in Section 1.1 shall be construed to incorporate all of
the terms provided under each such Fundamental Lease Provision.

1.3  Exhibits.  The exhibits listed in
this Section and attached to this Lease are hereby incorporated in and made a
part of this Lease:

EXHIBIT "A" ---  Site Plan (to be
attached)

EXHIBIT "B"  ---  Description of work
to be performed by Landlord at Landlord's expense.  (Tenant Improvements)

EXHIBIT "C" ---  Form of Addendum
specifying commencement and expiration dates of Lease Term.

EXHIBIT "D"  ---  Form of Addendum
setting forth approved Space Plan, agreed cost of construction for Tenant's
Work and the method of payment.

EXHIBIT "E" --- Special Provisions



 


 



EXHIBIT "F"---Environmental Clause
and Agency Disclosure

Rules & Regulations

2.PREMISES AND TERM

2.1  Premises.  The Landlord hereby leases
to the Tenant and the Tenant hires and takes from the Landlord the premises
(hereinafter referred to as "Premises") located in the city of
Melbourne, County of Brevard and State of Florida, shown on the Site Plan 
(Exhibit "A") extending to the exterior faces of all exterior walls
or to the line shown on the Site Plan where there is no wall or to the center
line of those walls separating the Premises from other leased Premises in the
Building, subject to and with the benefits of the terms, covenants, conditions
and provisions of this Lease, together with the appurtenances specifically
granted in this Lease, but reserving to the Landlord (i) the use of (a) the
exterior faces of all exterior walls, however, Landlord may not use the
exterior walls for advertising or marketing purposes by placing signs or other
advertising on the walls without the prior consent of Tenant,
and (b) the roof; and (ii) the right to install, maintain, use, repair and
replace pipes, ducts, conduits and wires through the Premises and serving the
other parts of the Building.

For the purposes of this
Lease, the Premises shall be conclusively deemed to consist of the number of
square feet of Leased Area as set forth in Section 1.1 hereof.

2.2  Term.

 The Term of this Lease
shall commence on the earlier of (i) the expiration of the final fifteen (15)
day notice (the "Final Notice") given by the Landlord to the Tenant
informing the Tenant that the improvements to the Premises as provided for in
Section 3.1 hereof have been substantially completed, or (ii) the day the
Tenant commences its operations in the Premises, and ending at noon at the end
of the Lease Term, unless sooner terminated as hereinafter provided.  Landlord
shall use all reasonable efforts to deliver possession of the Premises to the
Tenant on or before the estimated date for delivery of the Premises as set
forth in Section 1.1 hereof.  However, if the Landlord cannot deliver
possession of the Premises for reasons beyond his control on or before that
date, this Lease shall not be void or voidable, nor shall Landlord be liable to
Tenant for any loss or damage resulting therefrom.  When the commencement and
expiration dates of the Lease Term have been determined, the Landlord and the
Tenant shall execute, acknowledge and deliver a written Addendum to this Lease
in the form attached hereto as Exhibit "C" specifying the
commencement and expiration dates of the Lease Term, that the Tenant is in
possession of the premises and is paying the Fixed Minimum Rent and all other
charges hereunder, and that the Tenant has no claims, defenses, set-offs or
counter-claims against the Landlord (or, if so, specifying the nature and
amount thereof).  Such statement, when so executed, acknowledged and delivered,
will be deemed to be incorporated in and become a part of this Lease.

If the premises are not ready for
occupancy by the estimated date for delivery (September
30, 2004), Landlord shall have an
additional sixty (60) days to complete the improvements (November 30, 2004).  If said improvements are not completed by
November 30,
2004, Tenant may, at its option, elect to cancel this Lease and receive a
return of its deposit paid herein.

2.3  Option to Renew. 

Tenant shall have and is hereby
granted five (5) options to extend the term of this Lease for a period
of three (3) years for each option period upon the same covenants and
conditions as herein provided, with, the exception that the Base Rent (as
defined in paragraph 1.1), Adjustment of Annual Minimum Rent (as defined in
paragraph 4.4), and Additional Assessments (as defined in paragraph 4.5), shall be
adjusted based on the adjustment of annual minimum rent as stated in Section
4.4 of this Lease.  If Tenant shall elect to exercise such option, it must do
so by giving Landlord written notice at least one hundred eighty (180) days
prior to the expiration of the initial  term of the Lease and prior to the
expiration of each three (3) year option period thereafter. 




3.CONSTRUCTION

3.1  Construction of
Leasehold Improvements.  The Landlord shall, at its sole cost and expense, improve
the Premises as set forth in Exhibit "B" (Landlord's Work).  Any
improvements to the premises other than those set forth in Exhibit
"B" shall be constructed by the Landlord at the sole cost and expense
of the Tenant (Tenant's Work).


No later than
five (5) working days after the execution of this Lease by the Tenant: (i)
Tenant shall approve a preliminary Space Plan for the premises, in form
acceptable to the Tenant and Landlord's Space Planner, drawn to a scale of
one-quarter inch (1/4") equals one (1) foot, or (ii) Landlord and Tenant,
or their representatives, shall meet together with Landlord's Space Planner for
the purpose of preparing a preliminary Space Plan for the Premises.   Within
twenty (20) working days from Landlord's receipt of the preliminary Space Plan,
Landlord shall prepare and furnish to Tenant an estimated cost of construction
of Tenant's Work, including in the estimate separate entries for labor, 
material and a supervisory fee.  No later than five (5) working days after
submission of Landlord's estimate of construction cost to Tenant, as set forth
above, Tenant shall either agree to the estimate and authorize Landlord to
proceed with the Work or furnish to Landlord specific objections to the
estimate.


 


 




 


If Landlord and
Tenant agree to Landlord's estimated construction cost for Tenant's Work and to
a final Space Plan, Landlord and Tenant shall execute an Addendum to this
Lease, in the form attached hereto as Exhibit "D", incorporating into
the Addendum the agreed-upon Space Plan for the Premises, and setting forth the
agreed cost of construction.  


The agreed cost of
construction of Tenant's Work shall be paid by Tenant and Landlord as set forth
in Exhibit "D" hereof.

3.2  Ownership
Improvements.  All improvements to the Premises shall remain the property of
the Landlord.  In no event shall Tenant make any improvements or alterations to
the Premises, including the installation and removal of permanent fixtures,
without the prior written consent of Landlord.

4.RENT

4.1  Payment.   All Rent and other
charges payable to the Landlord under any provision of this Lease shall be paid
to the Landlord, or as the Landlord may otherwise designate, in lawful money of
the United States at the address of the Landlord or at such other place as the
Landlord in writing may designate, without any set-off or deduction whatsoever,
and without any prior demand therefor.  In addition to the payment of the Rent
and other charges, the Tenant shall also pay to the Landlord, at the time of
payment of such Rent and other charges, all sales, use or occupancy taxes
payable by virtue of  any of such payments.  Rent for any period during the
term hereof which is for less that one (1) month shall be prorated portion of
the monthly installment.

4.2  Annual Minimum
Rent. 
The Tenant shall pay the Annual Minimum Rent, which is subject to adjustments
as hereinafter set forth, in equal monthly installments in advance on the first
day of each calendar month included in the Lease Term.  The first
monthly installment shall be paid on the signing of this Lease if not
previously delivered.  Tenant acknowledges that late payment by Tenant to
Landlord of Rent or other sums due hereunder will cause Landlord to incur costs
not contemplated by this Lease,  the exact amount of which would be extremely
difficult and impractical to ascertain.  Such costs include, but are not
limited to processing and accounting charges, the late charges which may be
imposed on Landlord by the terms of any Mortgage or Trust deed covering the
premises.    

 4.3  Late Rent
Fees.  In the event any installment of Rent or any sum due hereunder is not
paid within five (5) days after such amount is due, Tenant shall pay to
Landlord as additional Rent a late charge equal to five percent (5%) of each
such installment or other sum, or Twenty-five Dollars ($25.00) per month,
whichever is greater.  A sum of Twenty-five Dollars ($25.00) will be paid by
Tenant to Landlord for each returned check, and Tenant shall pay a charge of
Seventy-five Dollars ($75.00) for preparation of a demand for delinquent rent.

4.4  Adjustment of Annual Minimum
Rent.  During the Initial Lease Term, the Annual Minimum Rent
specified in Section 1.1 hereof (and the monthly installments thereof) will be
adjusted annually on each anniversary date of the date
of commencement of the Lease Term to increase the same by three percent (3%)
from the prior year's Annual Minimum Rent.  If Tenant exercises any renewal
options, the Annual Minimum, Rent specified
in Section 1.1 hereof (and the monthly installments thereof) will be adjusted
for changes in the Consumer Price Index on each anniversary of the commencement
date of the Lease Term.  The term "Index" means the U.S. Consumer Price Index, All Items, for all Urban Consumers
(1982-84=100), published by the United States Bureau of Labor Statistics or
other governmental agency then publishing the Index.  In the event the Price
Index ceases to utilize the January 88 average of 100 as the basis of calculation,
or if a substantial change is made in the term of number of items included in
the Index, then the Index shall be adjusted to a figure that would have
resulted had the change in the manner of computing the Index not been
effected.  In the event such Index (or successor or substitute index) is not
available, a reliable governmental or other nonpartisan publication evaluating
the information theretofore used to determine the Index shall be used.  The
term "Base Number" means most recently published Index Number
immediately preceding the commencement date of the Lease Term.  The term
"Current Number Applicable to a Lease Year" means the most recently
published Index Number preceding the first day of the Lease Year for which
adjustment is made, if the latest Current Number Applicable to a Lease Year
exceeds the Base Number, then the Annual Minimum Rent shall be increased to an
amount which is the product obtained by multiplying the Annual Minimum Rent set
fourth in Section 1.1 of this Lease by a fraction, the numerator of which
fraction is the current Number Applicable to any Lease Year and the denominator
of which fraction is the Base Number.

Notwithstanding the foregoing during any renewal term, annual rental adjustments will not be less than three (3%)
percent annually or more than five (5%) percent annually.

 



 



 


4.5  Additional Assessments.

 It is understood that, in addition
to the Annual Minimum Rent and Adjustment of Annual Minimum Rent, Tenant shall
pay to Landlord as Additional Rent its prorated share of all taxes,
assessments, insurance premiums, operating charges, maintenance charges, and
any other charges, costs and expenses which arise from the ownership, occupancy
or use of the Parcel, or any part thereof, including the maintenance of air
conditioning equipment, but excluding the maintenance of exterior walls, roof
areas and the structural integrity of buildings located upon the Parcel, which maintenance shall be the responsibility of
Landlord.


Tenant shall pay their pro-rata
share of operating expenses (real estate taxes, insurance and common area
maintenance).  Common area maintenance shall be defined as maintenance, garbage
collection, site lighting, property management.  Landlord estimates operating
expenses to be $2.65 per square foot per year or $1,675.24 
per month.  Tenant shall also be responsible to pay the Florida State sales
tax.  Tenant shall have a continuing right to review, copy, and audit all
documents and information pertaining to operating expenses and real estate
taxes for the Project/Building.  The CAM, real estate taxes and building
insurance shall be adjusted annually after the first year of occupancy based on
actual cost.


For the purposes
of this Lease, the term "Parcel" shall mean the contiguous property
set forth in Exhibit "A" together with all site improvements located
or to be located thereon.


The Tenant Agrees
to pay the Additional Assessments, as set forth above, in monthly payments in
advance during the Term of this Lease as may be estimated by the Landlord. At
the end of each calendar year, the Landlord shall advise the Tenant of the
Tenant's share of the Additional Assessments payable for such calendar year as
computed based upon the cost thereof to the Landlord.  If there shall
 have been an underpayment by the Tenant, the Tenant shall
pay the difference within ten (10) days: if there shall have been an
overpayment by the Tenant, the Tenant shall be given a credit towards the next
due payment of its share of the Additional Assessment.


At the end of each calendar
year, the Tenant shall have the right to require Landlord to substantiate, by
written itemization, Landlord's computation of Tenant's Additional
Assessments.  Landlord shall furnish such an itemization to Tenant within
thirty (30) days from receipt of Tenants written request for itemization.

4.6  Security Deposit.    N/A




Landlord and Tenant
agree that Landlord's Leasing Agent shall be entitled to immediately endorse
and cash Tenant's Rent Check accompanying this Lease.  It is further agreed and
understood that such action shall not guarantee acceptance of this Lease by
Landlord, but in the event Landlord does not accept this Lease, the Deposit
shall be refunded in full to Tenant.


5.UTILITY SERVICES

5.1  Water and Other
Utilities.  The Landlord shall cause the necessary mains, conduits and other
facilities to be provided to supply water, sanitary sewer services and
electricity into the Premises.  Landlord shall also provide a dumpster(s) for
refuse collection.  The Tenant shall pay directly all charges for electric,
telephone and any other utilities used or consumed in the Premises which are
separately metered to the Premises.  Tenant shall pay to Landlord on a monthly
basis in advance Tenant's prorated share of the water and sewer and refuse collection
charges for the Building as may be estimated by the Landlord.  This charge
shall be Additional Rent under the Lease.  In the event that Tenant shall fail
or refuse to pay any utility charges individually metered to Tenant, the
Landlord may but shall not be obligated to, pay such charges, and Tenant shall
reimburse the Landlord on demand.  If Tenant uses water or produces refuse in
excess of normal office/warehouse use, Landlord, in its discretion, may
allocate Tenant the increased cost for such services as measured or estimated
by Landlord, and Tenant shall pay Landlord, on demand, any increased cost so
measured or estimated.


6.INSURANCE

6.1  Insurance to be
Maintained by Tenant.  Tenant shall maintain, at Tenant's expense, with companies
acceptable to Landlord during the term of this Lease liability
Insurance in the form of a Combined Single Limit Bodily Injury and Property
Damage Insurance Policy insuring Landlord and Tenant against any liability
arising out of the use,
occupancy or maintenance of the Premises in an amount not
less than Two Million Dollars
($2,000,000.00) per occurrence. Landlord will not carry Insurance
on Tenant's property .  Tenant shall furnish Landlord with a certificate of all
insurance policies required by this Lease evidencing the existence and amounts
of such insurance with loss payable clauses satisfactory to Landlord
prior to accepting occupancy of the
Premises.  Renewals of such policies shall  be deposited
with the Landlord prior to the expiration of the term of such coverage.  If the
Tenant fails to comply with such requirement, the Landlord may but shall not be
obligated to, obtain such insurance and keep the same in effect, and Tenant
shall pay Landlord the premium cost thereof upon
demand.

 




 



 

6.2  Insurance to be
Maintained by Landlord.  Landlord shall
obtain and keep in force during the term of this Lease, the following policies
of insurance with loss payable to Landlord: (i) a policy of Combined Single
Limit Bodily Injury and Property Damage Insurance, insuring Landlord, but not
Tenant, against any liability arising out of the ownership, use, occupancy or
maintenance of the Parcel in an amount not less than Two Million Dollars
($2,000,000.00) per occurrence; (ii) a policy or policies of insurance covering
loss or damage to the Parcel, but not Tenant's inventory, fixtures, furniture
and equipment, in an amount not to exceed the full replacement value thereof,
as the same exists from time to time, providing protection against all perils
included within the classification of fire, extended coverage, vandalism,
malicious mischief, special extended perils ("all risk" as such term
is used in the insurance industry) and plate glass insurance; (iii) a policy of
rental value insurance in an amount not less than one (1) year's gross rentals
for all tenants occupying any portion of the parcel; and (iv) any other
insurance the Landlord deems necessary.  The cost of the above referenced
insurance to be maintained by Landlord shall be considered an Additional
Assessment of which the Tenant shall pay its prorated share pursuant to Section
4.5 hereof.

6.3  Waiver of
Subrogation.   As long as their respective insurers so permit, Landlord and
Tenant hereby mutually waive their respective rights of recovery against each
other for any loss incurred by fire, extended coverage and other property
insurance policies existing for the benefit of the respective parties.  Each
party shall obtain any special endorsements, if required by their insurer, to
evidence compliance with the aforementioned waiver.


7.TENANT'S ADDITIONAL
COVENANTS

7.1  Affirmative
Covenants.  The Tenant covenants, at its own expense, at all times during
the Lease Term:

7.1.1.      To perform
promptly all of the obligations of the Tenant set forth in this Lease and in
the Exhibits and Addenda attached hereto, and to pay when due the Rent and all
other charges and Assessments which are to be paid by the Tenant.

7.1.2       To use the
Premises only for the Permitted Use and to abide by and conform to all use
restrictions set forth in the certificate of occupancy issued for the Premises,
in the Declaration of Covenants, Conditions and Restrictions and Reservation of
Easements, the mortgages filed of record encumbering the Premises, and all
other  laws, orders, permits, rules and regulations of any governmental
authority claiming jurisdiction over the Premises.

7.1.3       To keep the
Premises, including equipment, facilities and fixtures therein, clean, neat and
in good order, repair and condition.

7.1.4       To keep the
Premises equipped with all safety appliances required by and to comply with any
law, ordinance, order or regulation of any governmental authority or board of
fire underwriters having jurisdiction.

7.1.5       To defend
and hold the Landlord harmless and indemnified from all injury, loss, claims or
damage (including attorneys' fees and disbursements) to any person or property
arising from or related to or connected with the use or occupancy of the
Premises, the conduct or operation of the Tenant's business, or the Tenant's
work at the Premises and caused by the Tenant or the Tenant's agent, employees
or guests.  Should Landlord be named as a defendant in any suit brought against Tenant in connection
with or arising out of Tenant's occupancy of the Premises, Tenant shall pay to
Landlord its costs and expenses incurred in such suit, including reasonable
attorneys' fees to the extent of Tenant's
insurance coverage as described in Section 6.1 above.

7.1.6       To permit the Landlords'
agents, upon prior twenty-four (24) hour notice, to enter upon the Premises at
all reasonable times to examine same and to make repairs, alterations,
improvements or additions to the Premises or in the
Building without the same constituting an eviction of the Tenant, in whole or
in part, and all rents shall in no way abate while such repairs, alterations,
improvements or additions are being made by reason of loss or interruption of
business of the Tenant because of the prosecution of any such work.  The
Landlord or the Landlord's agents shall also have the right to enter upon the
Premises, upon prior twenty-four (24) hour notice, at reasonable times to show
them to prospective mortgagees or purchasers of the Building.  During the
ninety (90) days prior to the expiration of the term of this Lease, the
Landlord may show the Premises to prospective tenants, and the Landlord may
also place upon the Premises the usual notices "For Rent", which
notices the Tenant shall permit to remain thereon without molestation.  If,
during the last month of the Term, the Tenant shall have moved all or
substantially all of the Tenant's property therefrom, the Landlord may
immediately enter and alter, renovate and redecorate the Premises without
elimination or abatement of rent, or additional rent or other compensation, and
such action shall have no effect upon this Lease.

7.1.7       To pay on
demand all of Landlord's expenses incurred in enforcing the obligations of the
Tenant under this Lease or incurring any default by the Tenant under this
Lease.


 



7.1.8       Forthwith to
cause to be discharged of record (by payment, bond order of a court of
competent jurisdiction or otherwise) any mechanic's lien at any time filed
against the Premises
for any work, labor, services or materials claimed to have been performed at or
furnished to the Premises at the request of and on behalf of the Tenant or anyone
holding the premises through or under the Tenant.  If the Tenant shall fail to
cause such lien to be discharged upon demand, then, in addition to any other
right or remedy of the Landlord, the Landlord may, but shall not be obligated
to, discharge the same by paying the amount claimed to be due or by bonding or
other proceeding deemed appropriated by the Landlord and the amount so paid by
the Landlord and all costs and expenses, including reasonable attorneys' fees,
incurred by the Landlord in procuring the discharge of such lien, shall be
deemed to be an Additional Assessment.  The Landlord's estate in the Premises
shall not be subject to any Additional Assessment.  The Landlord's estate in
the Premises shall not be subject to any lien or liability under the Lien Laws
of the State of Florida.

7.1.9       Upon the
expiration or other termination of the Lease Term, to quit and surrender to the
Landlord the Premises, broom cleaned, in good order and condition, ordinary
wear and tear excepted, and at the Tenant's expense, to remove all property of
the Tenant, to repair all damages to the Premises caused by such removal, and
to restore the Premises to the condition in which they were prior to the
installation of the articles so removed.  All property not so removed shall be
deemed to have been abandoned by the Tenant and may be retained or disposed of
by the Landlord, as the Landlord shall desire.

7.1.10     To remain
fully obligated under this Lease, notwithstanding any assignment or sublease or
any indulgence granted by the Landlord to the Tenant or to any assignee or
subtenant.





7.1.11     To fully understand and agree that
the Landlord shall not be liable except for negligence or
willful act for any loss or damage to
the Tenant's business or personal property arising out of but not limited to
the following causes: hurricanes, excessive rain, roofing defects, bursting of
pipes, fire, windstorm, malfunction of sewer or water system, interruption of
utility services, or any act or omission of Landlord or any of Landlord's
agents on or about the Premises.

7.1.12     To keep the Premises free
from all rubbish, dirt and debris, and to deposit all trash in trash
receptacles to be furnished by Landlord at designated locations with the
Command Area.  The Tenant understands that boxes and trash shall not be stacked
outside of the Premises and/or on any abutting roadway.

7.1.13     To furnish to the
Landlord any documentation requested by Landlord to show the status of this
Lease.  Any reasonable changes to this Lease required by any Mortgagee of the
Landlord to satisfy the requirements for the financing or refinancing of the
project wherein the Premises are located, unless they materially alter the term
and conditions of this Lease, shall be agreed to and complied with by the
Landlord and the Tenant.

7.1.14  To maintain throughout the
term of this Lease a sign with Tenant's name
and logo thereon at or near the front
entrance to the Premises at a place designated by Landlord and paid for by the
Tenant. Such sign shall be of a size, design, material and specification as
shall meet the standards and criteria of Landlord.  No sign shall be permitted
 to be placed upon any window area or door without
Landlord's approval.  The written consent and approval of Landlord shall be
obtained prior to the installation of any sign.  A sign for which the written
approval of Landlord has not been obtained may be removed by Landlord at
Landlord's discretion.  Tenant shall receive the
top thirty (30%) percent
of the signage area on Hibiscus Boulevard road marquee sign in front of 1678 W.
Hibiscus Boulevard.

7.2  Negative Covenants.  Tenant covenants at
all times during the Lease Term and such further time as the Tenant occupied
the Premises, or any part thereof:

7.2.1  Not to injure,
overload, deface or otherwise harm the Premises or any part thereof or any
equipment or installation therein; nor commit any waste or nuisance; nor permit
the emission of any objectionable noise or odor; nor burn any trash or refuse
in or about the Premises; nor make any illegal use of the Premises, or any part
thereof or from time to time; nor park any vehicles so as to interfere with the
use of driveways, walks, roadways, highways, streets or parking areas.

7.2.2  Not to make any
alterations or additions to the Premises or to the Building, nor permit the
making of any holes in the walls, ceilings or floors thereof.  All alterations
or improvements to the Premises shall be made by Landlord at Tenant's expense,
unless Landlord and Tenant shall otherwise agree in writing.




 



8.ASSIGNMENT, SUBLETTING
AND ENCUMBRANCE.

8.1  Landlord's Consent
Required. 
Tenant shall not assign, transfer, mortgage, pledge, hypothecate or encumber
this Lease or any interest therein, nor sublet the Premises or any part thereof
without the prior written consent of Landlord, which consent shall not be
unreasonably withheld.

8.2  Tenant's
Application (Assignment and Sublease).  In the event that Tenant desires at any time
to assign this Lease or to sublet the Premises or any portion thereof, Tenant
shall submit to Landlord, in writing, at least thirty (30) days prior to the
proposed effective date of the assignment or sublease; (i) a Notice of
Intention to Assign or Sublease, setting forth the proposed effective date,
which shall be no less that thirty (30) nor more then ninety (90) days after
sending of such notice; (ii) the name of the proposed subtenant or assignee;
(iii) the nature of the proposed subtenant's or assignee's business to be
carried on in the Premises; (iv) the terms and provisions of the proposed
sublease or assignment; and (v) a current, audited financial statement of the
proposed subtenant or assignee; and (vi) such additional information concerning
the proposed assignment or sublease and proposed assignee or subtenant as the
Landlord may reasonably request.

8.3  Landlord's Options
to Terminate.  Upon receipt from Tenant of a Notice of Intention to Assign or
Sublease the entire building, Landlord shall have the right to terminate this lease
and relet the Premises, such right to be exercised by giving notice to Tenant
within thirty (30) days after receipt of Tenant's Notice of Intention to Assign
or Sublease.  If such Notice of Termination is given by Landlord, it shall
serve to cancel and terminate this Lease with respect to the Premises;
provided, however, that no termination of this Lease with respect to the
premises shall become effective without the prior written consent of the holder
of any First Mortgage or Deed of Trust encumbering the Premises.

8.4  The granting of
permission for Tenant to assign or sublease the Premises on any one or more
occasions shall not constitute  ipso facto waiver of the requirement imposed
hereby that the written consent of the Landlord be obtained for any subsequent
or other assignment or subletting, and the acceptance of rent checks and the
negotiation of same, or the acceptance of rent payments in any other fashion,
from any assignee or subtenant, whether or not Landlord had knowledge of the
assignment or sublease under which assignee or subtenant claims, shall not
contribute ipso facto consent by Landlord to such assignment or sublease or
constitute a waiver of the restrictions upon assignment and subletting imposed
in this section.


9.DESTRUCTION AND CONDEMNATION

9.1  Fire or Other
Casualty. 
In the event of (i) a partial destruction of the Premises or the Building
during the Lease Term which requires repairs to either the Premises or the
Building, or (ii) the Premises or the Building being declared unsafe or unfit
for occupancy by any authorized public authority for any reason other than
Tenant's act, use or occupation, which declaration requires repairs to either
the Premises or Building, Landlord may elect to commence repairs within
twenty
(20) days thereof, but partial
destruction shall in no way annul or void this Lease, except that Tenant shall
be entitled to a proportionate reduction of Rent while such repairs are being
made.  The proportionate reduction is to be based upon the extent to which the
making of repairs shall interfere with the business carried on by Tenant in the
Premises.   Landlord agrees to proceed in
good faith to complete any and all repairs it commences within sixty (60) days
of commencement.  If the repairs are not of a nature which can be completed
with in sixty (60) days, Landlord and Tenant shall agree upon a reasonable
schedule for completion of the repairs.  If the repairs are anticipated to take
more than sixty (60) days and the Landlord and Tenant do not agree on a schedule
for completion, within twenty days of the date of occurrence of the damage or
destruction (the "Schedule Determination Period"), then either Landlord or
Tenant shall have the right to terminate this Lease by providing the other with
ten (10) days prior written notice within five (5) days of
the expiration of the Schedule Determination Period.  In the event that Landlord does not elect to commence
repairs within twenty (20) days, or repairs cannot be made
under current laws and regulations, either party may terminate this Lease upon
ten (10) days written notice.  A total destruction, including any destruction
required by any authorized public authority, of either the Premises or the
Building, shall terminate this Lease.  Landlord shall not be required to repair
any property installed in the Premises by Tenant nor to repair any portion of
the Premises for which insurance proceeds are not paid to Landlord.  To the extent Landlord receives insurance proceeds to
cover all or a portion of the rent which would have been due from Tenant, the
amount of rent due from Tenant shall be reduced by the amount of such insurance
proceeds paid that are allocable to the Premises leased hereunder during the
time period such insurance proceeds are paid to Landlord.  Nothing in Section 9.1 shall authorize abatement or
reduction of rent because of total or partial destruction arising out of the willful
acts of omission or commission by Tenant.

 




 



 

9.2  Condemnation.

 If any part of the
Premises shall be taken or condemned for a public or quasipublic use, and a
part thereof remains which is susceptible of occupation hereunder, this Lease
shall, as to the part so taken, terminate as of the date title shall vest in a
condemnor, and the Rent payable hereunder shall be adjusted so that the Tenant
shall be required to pay for the remainder of the Term only such portion of
such Rent as the number of square feet in the part remaining after the
thereupon terminate.     

Notwithstanding anything
herein to the contrary, Tenant may elect to terminate this lease in the event
of condemnation upon sixty (60) days written notice to Landlord.


10.DEFAULTS AND REMEDIES

10.1 Events of Default.

 The following events
shall be deemed to be events of default by Tenant under this Lease:  (i) Tenant shall fail to pay any rent
or any other sums of money due hereunder and such failure shall continue for a
period of ten (10) days after the date such sum is due;  (ii) Tenant shall
fail to comply with any provisions of this Lease or any other agreement between
Landlord and Tenant, all of which terms, provisions and covenants shall be
deemed material; (iii) the leasehold hereunder demised shall be taken on
execution or other process of law in any action against Tenant; (iv) Tenant
shall fail to promptly move into, take possession of, and operate its business
on the premises when the Premises are ready for occupancy or shall cease to do
business in or abandon any substantial portion of the Premises; (v) Tenant
shall become insolvent or unable to pay its debts as they become due, or Tenant
notifies Landlord that it anticipates either condition; (iv) Tenant takes any
action to, or notifies Landlord that Tenant intends to file a petition under
any section or chapter of the National Bankruptcy Act, as amended, or under any
similar law or statute of the United States or any state thereof, or a petition
shall be filed against Tenant under any such statute or Tenant or any creditor
of Tenant notifies Landlord that it knows such a petition will be filed or
tenant notifies Landlord that it expects such a petition to be filed; or (vii)
a receiver or trustee shall be appointed for Tenant's leasehold interest in the
Premises or for all or a substantial part of the assets of Tenant.

10.2  Remedies.  In the event of any default or
breach by Tenant, and if such breach is
a non-monetary breach shall have continued for a period of
fifteen
(15) days after the Landlord shall
have given written notice by certified or registered mail to the Tenant at its
office address set forth in Section 1.1 hereof, then, in such event, Landlord
shall have the option to pursue any one or more of the following remedies:

10.2.1  Landlord shall have the
right to cancel and terminate this Lease and dispossess Tenant.

10.2.2  Landlord shall have the
right without terminating or canceling this Lease to declare all
amounts and rents due under this Lease for the remainder of the existing term
(or any applicable extension or renewal thereof) to be immediately due and
payable, and thereupon all rents and other charges due hereunder to the end of
the initial term or any renewal term, if applicable, shall be accelerated, provided, however, if Landlord elects to accelerate the
rental payments, Landlord shall have a duty to use its good faith efforts to
mitigate its damages..

10.2.3  Landlord may elect to enter
and repossess the Premises and relet the Premises for Tenant's account, holding
Tenant liable in damages for all expenses incurred in any such reletting and
for any difference between the amount of rent received from such reletting and
that due and payable under the terms of this Lease.

10.2.4  Landlord may enter upon the
Premises and do whatever Tenant is obligated to do under the terms of this
Lease (and Tenant agrees to reimburse Landlord on demand for any expenses which
Landlord may incur in effecting compliance with Tenant's obligations under this
Lease and Tenant further agrees that Landlord shall not be liable for any
damages resulting to the Tenant from such action.)

10.2.5  All such remedies of
Landlord shall be cumulative, and, in addition, Landlord may pursue any other
remedies that may be permitted by law or in equity.  Forbearance by Landlord to
enforce one or more of the remedies herein provided upon an event of default
shall not be deemed or construed to be a waiver of such default.

10.2.6  In addition to the specific
remedy or remedies elected by Landlord in the event of Tenant's default,
Landlord shall be entitled to recover from Tenant all damages incurred by
Landlord by reason of Tenant's default, including, but not limited to, the cost
of recovering possession of the Premises; expenses of reletting; all court costs and reasonable attorney's fees; and that
portion of the leasing commission paid by Landlord and applicable to the
unexpired term of this Lease.  Unpaid installments of rent or other sums shall
bear interest from the date due at the lesser of 15% per annum or the maximum
lawful rate.

10.2.7  This Section 10.2 shall be
enforceable to the maximum extend not prohibited by applicable law, and the
unenforceability of any portion hereof shall not thereby render unenforceable
any other portion.

10.3  Abandonment of Premises.  Landlord and Tenant agree that
for the purposes of this Section 10 abandonment of the demised premises shall
have occurred if (i) the Landlord reasonable believes that the Tenant has been
absent from the demised premises for a period of thirty (30) consecutive days,
and (ii) the rent is not current and (iii) ten (10) days has elapsed since
service of three (3) day notice in writing by Landlord upon Tenant requiring
payment of rent or the possession of the Premises.

10.4 Holdover by Tenant.  If Tenant should remain in
possession of the Premises after the expiration of the Lease Term and without
executing a new lease, then such holding over shall be construed as a tenancy
at sufferance at an Annual Minimum Rent DOUBLE that set forth in Section
1.1 hereof, and subject to all other conditions, provisions and obligations of
this Lease insofar as the same are applicable to a tenancy at sufferance.




 



 

10.5  Landlord's Right to Cure
Defaults.  The
Landlord may, but shall not be obligated to cure at any time, without notice,
any default by the Tenant under this Lease; and, whenever the Landlord so
elects, all costs and expenses incurred by the Landlord in curing such default,
including, without limitation, reasonable attorney's fees, together with
interest on the amount of costs and expenses so incurred at the lesser of 15% 
per annum or the then maximum lawful rate shall be paid by the Tenant to the
Landlord on demand and shall be recoverable as an Additional Assessment.

10.6  Waiver.  The waiver by Landlord
of any breach of any term, covenant or condition herein contained shall not be
deemed to be a waiver of any other or any subsequent or continuing breach of
the same or any other term, covenant or condition herein contained.  The
subsequent acceptance of Rent hereunder by Landlord shall not be deemed to be a
waiver of any preceding breach by Tenant of any term, covenant or condition of
this Lease, other that the failure of Tenant to pay the particular rental so
accepted, regardless of Landlord's knowledge of such preceding breach at the
time of acceptance of such Rent.


11.  MISCELLANEOUS
PROVISIONS

11.1  Notices.  Any notice or demand from
the Landlord to the Tenant or from the Tenant to the Landlord shall be in
writing and shall be deemed duly delivered if mailed by registered or certified
mail, return receipt requested, addressed, if to the Tenant, at the address of
the Tenant or such other address as the Tenant shall have last designated by
written notice to the Landlord: if to the Landlord, at the address of the
Landlord or such other address as the Landlord shall have last designated by
written notice to the Tenant.  Notices shall be deemed delivered when mailed in
the manner prescribed above.

11.2  Estoppel
Certificates.  The Tenant agrees that it will within ten (10) days following
written notice by the Landlord, execute, acknowledge and deliver to the
Landlord a statement in writing certifying that this Lease is unmodified and in
full force and effect (or if there have been any modifications, that the same
is in full force and effect as modified, stating the modifications) and the
dates to which the Rent and all other payments due hereunder from the Tenant
have been paid in advance, if any, and stating whether or not, to the best
knowledge of the Tenant, the Landlord is in default in the performance of any
covenant , agreement or condition contained in this Lease and, if so, specifying
each such default.  The failure of the Tenant to execute, acknowledge and
deliver to the Landlord a statement in accordance with the provisions of this
Section will constitute a breach of this Lease by the Tenant.

11.3  Applicable Law and
Construction.  The laws of the State of Florida shall govern the validity,
performance and enforcement of this Lease.  The covenants and undertaking
contained herein are independent, not dependent covenants, and the invalidity or
unenforceability of any provision of this Lease
shall not affect or impair any other provision.  All negotiations,
considerations, representations and understandings between the parties are
incorporated in this Lease.  The headings of the several articles and sections
contained herein are for convenience and do not define, limit or construe the
contents of such articles or sections.


11.4   Subordination.

11.4.1  This Lease is
subject and subordinate to any ground lease, mortgage, deed or trust, or any 
other hypothecation for security now or hereafter placed upon the real
property, of which the premises are a part, and to any and all advances made on
the security thereof, and to all renewals, modifications, consolidations,
replacements and extensions thereof.  In confirmation of such subordination,
the Tenant shall promptly execute any certificate that the Landlord may
request.    

11.4.2  At the option of
the Landlord, or any successor Landlord or the holder of any mortgage affecting
the Premises, the Tenant agrees that neither the foreclosure of a mortgage
affecting the Premises nor the institution of any suit, action, summary or
other proceeding against the Landlord herein, or any successor Landlord, or any
foreclosure proceeding brought by the holder of any such mortgage to recover
possession of such property shall, by operation of law or otherwise, result in
the cancellation or termination of this Lease or the applications of Tenant
hereunder, and upon the request of any such Landlord, successor Landlord or the
holder of such mortgage, Tenant covenants and agrees to execute an instrument
in writing satisfactory to such Landlord, successor Landlord, or to the holder
of such mortgage, or to the purchaser of the mortgaged premises in foreclosure,
whereby Tenant attorns to such successor in interest.  No mortgagee or
purchaser at foreclosure sale shall be liable to Tenant or subject to offsets
or defenses arising as a result of acts or omissions of a prior owner.




 



 

11.5  Landlord's
Liability.  The liability under this Lease of Landlord shall be limited to Two
Million and NO/100 Dollars ($2,000,000.00);
and Tenant, its successors and assigns, hereby waive all rights to proceed
individually against any of Landlord's partners, officers, directors or
shareholders.  The term "Landlord, as used in this Section, shall mean
only the owner or owners at the time in question of the fee simple title or its
interest in a ground lease of the Premises, and in the event of any transfer of
such title or interest Landlord (and in case of any subsequent transfers, and then
grantor) shall be relieved from and after the date of such transfer of all
liability with respect to Landlord's obligations under this Lease, provided
that any funds in the hands of Landlord (or the then grantor at the time of
such transfer) in which Tenant has an interest, shall be delivered to the
grantee.  The obligations to be performed by Landlord shall, subject to the
foregoing, be binding on Landlord's successors and
assigns only during their respective periods of ownership, and no successor Landlord
shall have liability to Tenant with respect to defaults hereunder occasioned by
the acts or omissions of any predecessor Landlord.

11.6  No Oral Changes.  This Lease shall not
be changed or terminated orally, but only upon an agreement in writing signed
by the parties hereto.

11.7  No Representation
by Landlord.  The Landlord or the Landlord's agents have made no
representations, warranties or promises with respect to the Premises or the
Building, except as herein expressly set forth.  This Lease specifically
supersedes any prior written or oral communications between Landlord and Tenant
or any of their agents.

11.8  Parking.  The Tenant shall be
entitled to park in common with other tenants of Landlord.  Tenant agrees not
to overburden the parking facilities and agrees to cooperate with Landlord and
other tenants in the use of the parking facilities.    

At the current time no
parking spaces are assigned, however, if Landlord does designate parking spaces
in the future, Tenant shall be assigned a sufficient number of spaces to
accommodate its employees as well as a reasonable number of guest spaces in the
immediate vicinity of the leases premises.   

11.9  Recording of
Lease. 
This Lease shall not be recorded by the Tenant.  However, it may be recorded by
Landlord at Landlord's option.  If this Lease is recorded by the Tenant without
the written consent of the Landlord, then this Lease may, at any time without
notice and whenever the Landlord so elects, be declared by Landlord null and
void.

11.10  Joint Obligation.  If there is more than
one tenant, the obligations hereunder imposed upon Tenant shall be joint and
several.

11.11  Time.

 Time is of the essence
of this Lease and each and all of its provisions in which performance is a
factor.

11.12  Quiet Possession.

 Upon
Tenant paying the Rent reserved hereunder and observing and performing all of
the covenants, conditions and provisions on Tenant's part to be observed and
performed hereunder, Tenant shall have quiet possession of the Premises for the
entire term hereof.

11.13  Special
Provisions.    



11.13.1 Special Provisions. Special provisions of
this Lease are attached hereto and made a part hereof as Exhibit
"E".  If none, so state in the following space 
______________________.

11.14  Premises to be Maintained.

Landlord will maintain buildings and
grounds in a manner consistent with current standards at the Property. 




IN WITNESS WHEREOF, the
Landlord and the Tenant have hereunto executed this Lease as of the day and
year first above written.  Individuals signing on behalf of a principal warrant
that they have the authority to bind their principals.  This Lease shall be
binding upon the undersigned, and the successors, heirs, executors and
administrators of the undersigned, and shall insure to the benefit of the
Landlord, and its successors and assigns.

 


 


SIGNED, SEALED AND DELIVERED IN THE PRESENCE
OF:


LANDLORD:


HIBISCUS OFFICE PARK, L.L.C., a Florida limited
liability company


 

BY:         
               
/s/ Hugh M. Evans, Jr.                                                                        


NAME:                   
Hugh M. Evans, Jr.                                                                             


TITLE:                    
Member                                                                                                 



 

TENANT:

THE  
GOLDFIELD CORP.

BY:         
               
/s/ John H. Sottile                                                                                 

NAME:                   
John H. Sottile                                                                                     


TITLE:      
                President