EX-10.5






Exhibit 10.5




LEASE AGREEMENT




     This LEASE AGREEMENT (this “Lease”) is entered into as of the                 day of January,
2004, by ALBRICAS, LLC, a Florida limited liability company (“Landlord”) and
PROTECTIVE PRODUCTS INTERNATIONAL CORP., a Florida corporation (“Tenant”) to
evidence that:



LEASE OF THE PREMISES




     Landlord LEASES, DEMISES and LETS to Tenant and Tenant leases from Land
lord the building known as 530 Sawgrass Parkway, Sunrise, Florida 33325 (the
“Building”) and the Landlord’s land upon which the Building is located (the
“Land”). The Land is more particularly described in the attached Exhibit
A. Together, the Land and the Building are called the “Premises” in this
Lease. The term of this Lease (the “Term”) will begin on the
           day of January, 2004 and end the            day of December, 2009, unless sooner terminated as
provided below.
This Lease is made on and subject to all of the provisions, terms covenants and
conditions set out below.



Tenant shall have two (2) options to extend the Lease for five (5) years at
the end of each option period, provided the Lease is in effect and the Tenant
is not in default of any of the terms of the Lease. Landlord reserves the
right to increase (but not decrease) the Base Rent based on current market
rents at each of the option periods.



BASIC LEASE INFORMATION





	A.	 	Base Rent:





     Monthly
rental will be $20,000.00, payable monthly on the
               
day of each month commencing on January           , 2004 and monthly thereafter until December           , 2009.




	B.	 	Permitted Use: Office and Manufacturing facility
	 
	C.	 	Security Deposit: N/A
	 
	D.	 	Notice Address for Landlord:






			
	                    	 	530 Sawgrass Parkway

Sunrise, Florida 33325

Attention: Stephen Giordanella

(Phone: (954) 846-8222)





 









 






	E.	 	Notice Address for Tenant:






			
	                    	 	530 Sawgrass Parkway

Sunrise, Florida 33325

Attention: Stephen Giordanella

(Phone: (954) 846-8222)







	F.	 	Address of the Premises:






			
	                    	 	530 Sawgrass Parkway, Sunrise, Florida 33325

Attention: Stephen Giordanella

(Phone: (954) 846-8222)






	G.	 	Miscellaneous:





SUPPLEMENTAL TERMS, COVENANTS AND CONDITIONS




     Landlord leases the Premises to Tenant and Tenant accepts and agrees to use and
possess the Premises on the following Supplemental Terms, Covenants and Conditions.
References below to the “Basic Lease Information” are references to the information set
out above. If a conflict exists between the Basic Lease Information and the provisions
below, the provisions below will control.



     1. Rent. Tenant shall pay Landlord, without demand, setoff or deduction a net
monthly rental (the “Base
Rent”) as specified in the Basic Lease Information. The Base Rent will be due in
advance on the first day of each
calendar month during the Term. If the Term begins on a day other than the first day
of a calendar month or
ends on a day other than the last day of a calendar month, the Base Rent for such
partial month will be prorated
by Landlord. All amounts due under this Lease from time to time other than Base Rent
shall be additional rent
(whether or not so designated in the following provisions) and shall be due on demand
if no time for payment is
otherwise specified below.



     2. Use of the Leased Premises. Tenant shall use and occupy the Premises
continuously throughout the
Term for the Permitted Use specified in the Basic Lease Information and for no other
purpose. Tenant must use
and maintain the Premises in a clean, careful, safe and proper manner
and in compliance
with all applicable laws,
ordinances, orders, rules and regulations of all governmental entities and regulatory
agencies (collectively,
“Applicable Laws”), including Applicable Laws pertaining to health and the
environment. Tenant must also
comply with all rules and regulations (the “Rules and Regulations”) adopted by
Landlord from time to time for
the protection and preservation of the Premises.



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     3. Condition and Acceptance of the Leased Premises, If for any reason the
Premises are not ready for
occupancy by Tenant on the date of the commencement of the Term, this Lease and the
obligations of Tenant will
nonetheless continue in full force and the Term will not be extended. However, if the
Premises are not ready for occupancy because of an omission, delay or default on the
part of Landlord, the Base Rent and additional rentals provided in this Lease will not
commence until such omission, delay or default is corrected or the Premises are
otherwise made ready for occupancy. Such abatement of rent shall constitute full
settlement of all claims that Tenant might otherwise have against Landlord because of
the delay in making the Premises ready for occupancy. The taking of possession of the
Premises by Tenant shall be conclusive evidence that Tenant accepts the Premises as
suitable for the purposes for which they are leased and Tenant waives any defects in
the Premises and its appurtenances.



     4. Services by Landlord. Landlord will have no duty whatsoever to provide
services or utilities to the
Promises.



     5. Operating Expenses. Tenant shall periodically pay rent in addition to the
Base Rent to coyer certain expenses concerning the Premises. Such payments will be computed and due in
accordance with the following:



     (a) The terms “Basic Costs” and “Lease Year” are defined as follows:




     (i) Subject to the exclusions and adjustments set out below, “Basic Costs”
mean any and all costs, expenses and disbursements of every kind which Landlord
incurs, pays or becomes obligated to pay during any Lease Year in connection with
the ownership, operation, maintenance, repair, replacement, and security of the
Building or the Land or the related appurtenances. Basic Costs will be accounted
for on a consistent basis from year to year. By way of example, not limitation,
Basic Costs will include the following:




     (A) any cost of management, maintenance and service agreements with third
parties,
including any agreements for security, alarm service and elevator
maintenance for the Premises.




     (B) the cost of casualty and liability insurance applicable to the Premises; and




     (C) all ad valorem taxes and assessments on the Premises and any other
taxes
attributable to the Premises or its operation and all costs (including
consulting fees) incurred by
Landlord to evaluate and/or contest such ad valorem or other taxes.




Basic Costs will not include (1) costs paid by proceeds of insurance; (2) costs
paid directly by Tenant; (3) interest, amortization or other payments on loans to
Landlord whether secured or unsecured (except that interest payments on loans
obtained by Landlord to finance expenditures that otherwise qualify as Basic Costs
may be included, and principal payments on such loans may also be included if the
underlying expenditure was not included in Basic Costs when made); (4) depreciation
of the Building; (5) sales commissions and legal fees incurred in connection with
any sale of the Premises; or (6) income, excess profits or other taxes imposed on
or measured by the net income of Landlord from the operation of the Premises,
unless such taxes are imposed as a substitute for or supplement to existing ad
valorem taxes.




     (ii) “Lease Year” means any calendar year within which falls any part of the
Term or any renewals or extensions of the Term. Accordingly, the “first Lease
Year” means the calendar year during which the Term commences.



     (b) For each Lease Year Tenant shall pay additional rent equal to the Basic Costs
for the Lease Year in accordance with subparagraphs (c) and (d) below. However, under
no circumstances will the additional rent for any Lease Year be less than zero. If
commencement of the Term occurs other than on January 1, the Basic Costs for the first
Lease Year will be prorated by Landlord. Similarly, if the end of the Term or any
extension or renewal thereof occurs other than on December 31, the Basic Costs for the
final Lease Year will be prorated by Landlord.



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     (c) During the first month of the Term and during January of each Lease Year after
the first Lease
Year, or as soon thereafter as practical, Landlord will give Tenant written notice of
its most recent estimate of the
annual Basic Costs. Such estimate shall be subject to revision by Landlord from time
to time, and it will not
reflect any proration required by the preceding subparagraph for the first and final
Lease Years. On the first
day of each calendar month Tenant shall pay Landlord an amount (in addition to the
Base Rent) equal to one
twelfth of the most recent estimate of the annual Basic Costs furnished by Landlord.



     (d) Within 90 days after the close of each Lease Year, or as soon after such 90-day
period as
reasonably possible, Landlord will deliver a statement to Tenant of the actual Basic
Costs for the then preceding
Lease Year, computed as described in subparagraph (b) above. If the statement shows
that the actual Basic Costs
for such Lease Year are less than any estimated payments made by Tenant under
subparagraph (c), Landlord will
credit the overpayment against the next amounts due from Tenant under this Paragraph
5 or, to the extent not
set-off or to be set-off against amounts then due or to become due from Tenant, will
refund the overpayment to
Tenant. If the statement shows that the actual Basic Costs for such Lease Year are
more than any estimated
payments previously made by Tenant, Tenant must pay the deficiency to Landlord within
10 days after delivery
of the statement.



     6. Landlord’s Repairs. Landlord will make any repairs to the Premises required
because of Landlord’s
gross negligence or willful misconduct or because of structural defects in the
Building. For purposes of this Lease,
“structural defects” means only defects in the foundation and in the load bearing
components of walls, columns
and other supports (such as studs within load bearing walls; but excluding, for
example, sheetrock or wall
coverings). Repairs required because of movement of the soil under or around the
Building as a result of changes
in moisture saturation shall be deemed not to be caused by “structural defects.”
Nothing in the definition of Basic
Costs above shall be construed to require Landlord to make other repairs or to furnish
security or any other
services, and Landlord’s obligations under this Paragraph 6 are expressly subject to
the other provisions of this
Lease.



     7. Repair of the Leased Premises. Tenant, at Tenant’s expense and under
Landlord’s supervision, shall
keep the Premises in good and tenantable condition and shall promptly make all
necessary repairs to the
Premises; provided, however, Tenant will not have to make any repairs that are
required primarily because of the
gross negligence or intentional misconduct of Landlords or because of structural
defects in the Building. If
Tenant fails to make repairs required of it within 15 days after Landlord directs
Tenant to make such repairs,
Landlord shall be entitled, without notice to Tenant, to make the repairs and charge
Tenant for the cost of
making them.



     8. Alterations and Additions. Tenant shall not make or permit the making of
any alterations,
improvements or additions in or to the Premises without first obtaining the written
consent of Landlord.



     9. Insurance, Indemnity and Exculpation.



     (a) Tenant must procure and maintain throughout the Term and any extensions or
renewals of the Term commercial general liability insurance (including blanket
contractual liability coverage), which shall cover any claims for bodily injury, death
and/or property damage occurring in or resulting from any occurrence on the Premises,
including injury, death and/or damage caused by the condition of or any defect in the
Building. The policies evidencing such insurance must be in broad form satisfactory to
Landlord, must name Landlord as an additional insured, must be issued by insurance
companies acceptable to Landlord, and must afford immediate protection to the limit of
not less than $1,000,000 per accident, unless a greater or lesser minimum dollar
amount of coverage is specified in the Basic Lease Information. With respect to each
policy evidencing such liability insurance, Tenant shall obtain any available
endorsements required by Landlord. Tenant shall also deliver the policy or a
certificate evidencing the same to Landlord prior to occupying the Premises or
commencing the construction of any improvements thereon, and Tenant shall deliver a
certificate of renewal from the applicable insurer at least ten days prior to the
expiration of the policy. In addition, Tenant shall obtain and deliver to Landlord a
written obligation on the part of each of its insurance companies to notify Landlord
at least 10 days
prior to any cancellation of or material change to such insurance. Landlord may, at its
discretion, procure insurance at the expense of Tenant. If Landlord purchases insurance
and bills Tenant for such insurance, it shall be deemed additional rent under this
Lease.



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     (b) Tenant shall indemnify and hold Landlord harmless from all fines, suits, costs:
and liability of every
kind arising because of any bodily injury, death and/or damage to property occurring
in or resulting from any
occurrence on the Premises during the Term. The indemnity set out in the preceding
sentence will not be
impaired or affected by negligence on the part of Landlord or anyone acting for
Landlord.



     (c) Tenant accepts responsibility for keeping all personal property and equipment on
the Premises
adequately insured and for maintaining adequate business interruption insurance.
Tenant waives for itself and its
insurers all rights of recovery against Landlord, Landlord’s agents, officers and
employees for any damage or
loss, whether caused by the negligence of such parties or otherwise, to the personal
property and equipment in the
Premises and for any theft thereof and for any interruption of Tenant’s business in
the Premises. Landlord will
not be liable to Tenant, its employees, agents, licensees, invitees or insurers for
bodily injury, death or property
damage occasioned by the acts or omissions of any other party. Further, Landlord will
not be liable to Tenant for
any property damage, bodily injury or inconvenience caused by the condition,
maintenance, repair or alteration
of the Premises, or the failure to provide maintenance or repairs, except to the
extent caused by Landlord’s gross
negligence or willful misconduct.



     10. Casualty Damage.



     (a) Tenant
shall give Landlord prompt written notice of any damage to the Premises. If
during the
Term the Premises are so damaged by fire or other casualty that substantial alteration
or reconstruction is, in
Landlord’s opinion, required, or if any mortgagee of Landlord should require that the
insurance proceeds
payable as a result of such a fire or other casualty be applied to the payment of debt
secured by a lien on the
Premises, or if fire or other casualty results in any material uninsured damage to the
Premises, then, and in any of
these events, Landlord may, at its option, terminate this Lease by notifying Tenant
thereof within 90 days after
Landlord is notified of the fire or other casualty. If Landlord does not elect to
terminate this Lease, Landlord
will, within the 90 days after Landlord is notified of the fire or other casualty,
commence and proceed with due
diligence to restore the Building shell and the leasehold improvements (but not the
personal property) located on
the Premises. However, Landlord will not be obligated to spend more for the
restoration than the insurance
proceeds and other compensation Landlord actually receives because of the fire or
other casualty.



     (b) Landlord will not be liable for any inconvenience or annoyance to Tenant or injury
to the business
of Tenant resulting in any way from damage caused by fire or other casualty or the
repair of such damage. Nor
will Base Rent or other charges abate because of fire or other casualty unless
Landlord terminates this Lease.



     11. Eminent Domain.



     (a) If the whole or substantially the whole of the Premises is taken for any public
or quasi-public use by eminent domain, or should be sold in lieu of such taking, then
this Lease will terminate as of the date when physical possession of the Premises is
taken by the condemning authority. If less than the whole or substantially the whole of
the Premises is so taken or sold, Landlord (whether or not the Building is affected) may
terminate this Lease by giving notice to Tenant, in which event this Lease shall
terminate as of the date when the condemning authority takes physical possession of the
portion of the Premises condemned or sold. If a substantial portion of the Building is
so taken or sold, Tenant may terminate this Lease by giving notice to Landlord, in which
event this Lease shall terminate as of the date when the condemning authority takes
physical possession of the portion of the Building condemned or sold. Following any
such taking or sale, if this Lease is not terminated, the Base Rent payable by
Tenant will be reduced in proportion to the square footage of the Building taken (if
any) and Landlord will restore the Building to the extent feasible;
provided, however,
Landlord will not be required to spend more for such restoration than the net proceeds
of the taking or sale available to Landlord.



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     (b) All damages awarded for any taking of all or any part of the Premises by
eminent domain and all proceeds from any sale in lieu of such taking shall be paid to
Landlord, whether designated as compensation for the diminution in value of Tenant’s
leasehold or for the fee of the Premises. However, Landlord will not be entitled to any
separate award made to Tenant for loss or damage to Tenant’s removable personal
property. Nor will Landlord be entitled to any award made to Tenant because of the
interruption of Tenant’s business, unless the award is combined with or reduces an
award for the diminution in value of Tenant’s leasehold.



     12. Surrender Upon Termination.



     (a) Upon the expiration or termination of this Lease, whether caused by lapse of time
or otherwise,
Tenant must immediately surrender possession of the Premises to Landlord in good
condition, reasonable wear
and tear excepted. Tenant shall also deliver to Landlord all keys to the Premises.



     (b) All alterations, additions or improvements made to the Premises by or on behalf of
Tenant will
remain on the Premises without compensation to Tenant. However, Landlord may notify
Tenant to remove all
alterations, additions or improvements made by Tenant during the Term and to repair
any damage caused to the
Premises by such removal. If so notified, Tenant must comply within the later of 10
days following the date of
such notice or the date upon which this Lease expires or is terminated, whichever is
later.



     (c) Tenant may remove any furniture and any movable equipment installed by it upon the
termination
of this Lease. Such removal must be accomplished in a good and workmanlike manner so
as not to damage the
Premises. All furniture and equipment not promptly removed when this Lease is
terminated will be presumed
abandoned by Tenant and Landlord may, at its option, take possession of such property
and either declare it to be
abandoned by notifying Tenant thereof, or remove it and store it or dispose of it at
Tenant’s expense.



     13. Holding Over. If Tenant continues to hold the Premises after the
expiration or other termination of this Lease without the written consent of Landlord,
Tenant must, throughout the entire holdover period: (i) pay Base Rent for each calendar
month or partial calendar month equal to twice the highest Base Rent that became due for
any calendar month during the Term, and (ii) continue to perform every other obligation
required of Tenant hereunder. Nonetheless, holding over by Tenant after the expiration
or other termination of the Term will not be construed to extend the Term.



     14. Assignment and Subletting. Tenant acknowledges that, without the prior
written consent of Landlord,
Tenant does not have the right or power under this Lease to assign or in any manner
transfer this Lease or any
estate or interest hereunder. Further, Tenant shall not, without the prior written
consent of Landlord: (i) permit
any assignment of this Lease or any estate or interest hereunder, voluntarily or by
operation of law; (ii) sublet the
Premises or any part thereof; (iii) grant any license, concession or other right of
occupancy of any portion of the
Premises; or (iv) permit the Premises to be possessed by any parties other than Tenant
and its employees.
Consent by Landlord to one or more assignments or sublettings will not operate as is
waiver of Landlord’s rights
as to any subsequent assignments and sublettings. Notwithstanding any assignment or
subletting, Tenant and any
guarantor of Tenant’s obligations under this Lease shall at all times remain fully
liable for the payment of the rent
herein specified and for compliance with all of Tenant’s other obligations hereunder.



     15. Quiet Enjoyment. Subject to the other provisions in this Lease and,
specifically, to the condition that
Tenant pay all rent when due and keep and fulfill all of the terms, covenants,
agreements and conditions to be
performed by Tenant, Tenant may peaceably and quietly enjoy the Premises during the
Term without any
disturbance from Landlord or from any other person lawfully claiming by, through or
under Landlord.



     16. Subordination. This Lease is subject and subordinate to any mortgage or
deed of trust which now or
may in the future affect the Land or any Interest of Landlord in the Building, and to
all increases, renewals,
modifications, consolidations, replacements, and extensions thereof. This Paragraph is
self operative; no further
instrument is required to effect the subordination of this Lease to any such mortgage
or deed of trust. Tenant
agrees that if the Building is sold at foreclosure under any such mortgage or deed of
trust or is transferred in lieu
of foreclosure, Tenant shall attorn to the purchaser or transferee upon request and
recognize such purchaser or transferee as the landlord under this Lease if the purchaser
or transferee elects by written notice to Tenant to keep this Lease in effect. This
Lease and all rights of Tenant are further subject and subordinate to all other existing
title matters that affect the Premises, including all utility easements and agreements.



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     17. Certain
Rights Reserved by Landlord. Landlord has the following rights,
exercisable without notice
and without causing an eviction (constructive or actual) or disturbance of Tenant’s
possession of the Premises and
without giving rise to any claim for setoff or abatement of rent:



     (a) to
enter upon the Premises at reasonable hours to inspect, clean or make
repairs or
alterations (without implying any obligation to do so) and to show the Premises
to prospective lenders,
purchasers and tenants and, if the Premises are vacated, to prepare them for
reoccupancy; and



     (b) to retain and use in appropriate instances keys to all doors into and within
the Building
(Tenant will not change or add locks without the prior written consent of
Landlord).



     18. Default by Tenant. The occurrence of any one of the following events will
be an event of default by
Tenant under this Lease:



     (a) Tenant shall fail to pay Landlord any rental or other sum of money when due under
this Lease or
under any other agreement with Landlord concerning the Premises.



     (b) Tenant shall fail to maintain any insurance that this Lease requires Tenant to maintain.



     (c) Tenant shall fail to perform or observe any term, covenant or condition of this
Lease or any other
agreement with Landlord concerning the Premises (other than a failure described in the
preceding subparagraphs
(a) and (b)) and Tenant shall not cure the failure within 10 days after Landlord
notifies Tenant thereof; but if the
failure is of a nature that it cannot be cured within such 10 day period, Tenant shall
not have committed an event
of default if Tenant commences the curing of the failure within such 10 day period,
and thereafter diligently
pursues the curing of same and completes the cure within 60 days.



     (d) Tenant or any guarantor of Tenant’s obligations under this Lease shall become
insolvent, or shall
admit in writing its inability to pay its debts when due, shall make a transfer in
fraud of its creditors, or shall
make a general assignment or arrangement for the benefit of creditors, or all or
substantially all of Tenant’s assets
or the assets of any guarantor of Tenant’s obligations under this Lease or Tenant’s
interest in this Lease are levied
on by execution or other legal process.



     (e) Tenant shall abandon or vacate any substantial portion of the Premises or shall
fail to occupy the
Premises within 30 days after the Term commences and the Premises are ready for
occupancy.



     19. Remedies of Landlord.



     (a) Upon the occurrence of any event of default by Tenant, Landlord shall have the
options without any notice to Tenant (except as expressly provided below) and
with or without judicial process, to pursue any one or more of the following remedies:




     (i) Landlord may terminate this Lease, in which event Tenant shall
immediately surrender the Premises to Landlord.




     (ii) Landlord may enter upon and take custodial possession of the Premises by
picking the locks if necessary, lock out or remove Tenant and any other person
occupying the Premises and alter the locks and other security devices at the
Premises, all without Landlord being deemed guilty of trespass or becoming liable
for any resulting loss or damage and without causing a termination or forfeiture of
this Lease or of the Tenant’s obligation to pay rent. Landlord shall not, in the
event of a lockout by the
changing of locks, be required to provide new keys to Tenant.



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     (iii) Landlord may enter the Premises and take possession of and remove any
and all trade fixtures and personal property situated on the Premises, without
liability for trespass or conversion. Landlord may retain control over all such
property for the purpose of foreclosing the liens and security interests described
in Paragraph 23 below by public or private sale. If Landlord takes possession of
and removes personal property from the Premises, then prior to any disposition of
the property by sale or until Tenant reclaims the property if no foreclosure by
public or private sale is contemplated, Landlord may store it in a public
warehouse or elsewhere at the cost of and for the account of Tenant without the
resort to legal process and without becoming liable for any resulting loss or
damage.




     (iv) Landlord may perform on behalf of Tenant any obligation of Tenant under
this Lease which Tenant has failed to perform, and the cost of the performance
will be deemed additional rental and will be payable by Tenant to Landlord upon
demand.



Landlord’s pursuit of any remedy specified in this Lease will not constitute an
election to pursue that remedy only, nor preclude Landlord from pursuing any other
remedy available at law or in equity, nor constitute a forfeiture or a waiver of any
rent or other amount due to Landlord as described below.



     (b) In the event Landlord enters and takes possession of the Premises without electing
to terminate
this Lease, Landlord will have the right to relet the Premises for Tenant, in the
name of Tenant or Landlord or
otherwise, on such terms as Landlord deems advisable. But Landlord will not be
required to incur any expense to
relet the Premises, and the failure of Landlord to relet the Premises shall not reduce
Tenant’s liability for monthly
rentals and other charges due under this Lease or for damages. Landlord will not be
obligated to relet for less
than the then market value of the Premises or to relet the Premises when other
comparable rental property owned
by Landlord or its affiliates is available for lease in the vicinity of the Building.



     (c) No re-entry or reletting of the Premises or any filing or service of an unlawful
detainer action or
similar action will be construed as an election by Landlord to terminate or accept a
forfeiture of this Lease or to
accept a surrender of the Premises after an event of default by Tenant, unless a
written notice of such intention is
given by Landlord to Tenant; but notwithstanding any such action without such notice,
Landlord may at any time
thereafter elect to terminate this Lease by notifying Tenant.



     (d) Upon the termination of this Lease, Landlord will be entitled to recover all
unpaid rentals that
have accrued through the date of termination plus the costs of performing any of
Tenant’s obligations (other than
the payment of rent) that should have been but were not satisfied as of the date of
such termination. In addition,
Landlord will be entitled to recover, not as rent or a penalty but as compensation for
Landlord’s loss of the
benefit of its bargain with Tenant, the difference between (i) an amount equal to the
present value of the rental
and other sums that this Lease provides Tenant will pay for the remainder of the Term
and for the balance of any
then effective extension of the Term, and (ii) the present value of the net future
rentals for such period that will be
or with reasonable efforts could be collected by Landlord by reletting the Premises.
For purposes of determining
what could be collected by Landlord by reletting under the preceding sentence, it will
be assumed that Landlord
is not required to relet when other comparable space in the vicinity of the Building
is offered by Landlord for
lease and that Landlord will not be required to incur any cost to relet, other than
customary leasing commissions.



     (e) After an event of default by Tenant, Landlord may recover from Tenant from time to
time and
Tenant shall pay to Landlord upon demand, whether or not Landlord has relet the
Premises or terminated this
Lease, (i) such expenses as Landlord may incur in recovering possession of the
Premises, terminating this Lease,
placing the Premises in good order and condition and altering or repairing the same
for reletting; (ii) all other
costs and expenses (including brokerage commissions and legal fees) paid or incurred
by Landlord in exercising
any remedy or as a result of the event of default by Tenant; and (iii) any other
amount necessary to compensate
Landlord for all the detriment proximately caused by Tenant’s failure to perform
Tenant’s obligations under this
Lease or which in the ordinary course of things would be likely to result from such
failure.




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     (f) In the event that any future amount owing to Landlord or offsetting an amount
owing to Landlord is to be discounted to present value under this Lease, the present
value shall be determined by discounting at the rate of 8 percent per annum.



     20. No Waivers. No waiver by Landlord of any provision of this Lease will be
deemed a waiver of any
other provision or of any subsequent breach by Tenant. Landlord’s consent to or approval of any act will not be
deemed to render unnecessary the obtaining of Landlord’s consent to or approval of any
subsequent act by Tenant. Landlord’s acceptance of rent will not constitute a waiver of
any preceding breach by Tenant of this
Lease, regardless of Landlord’s knowledge of the preceding breach at the time
Landlord accepts the rent. Any
payment by Tenant or receipt by Landlord of a lesser amount than the Base Rent and
additional rental stipulated
in this Lease will be deemed to be on account of the earliest stipulated rental.
Landlord’s failure to take any
action in regard to Tenant’s default, regardless of how long, will not constitute a
waiver of such default. Any
waiver of Tenant’s default must be in writing and signed by Landlord to be effective.
Any written waiver by
Landlord will constitute a waiver only in the specific circumstances described in the
waiver.



     21. Default by Landlord.



     (a) All covenants of Tenant in this Lease are independent covenants, not conditioned
upon Landlord’s
satisfaction of its obligations hereunder, except to the extent otherwise specifically
provided herein. Tenant
waives any statutory lien it may have against the rent due under this Lease.



     (b) If Landlord defaults in the performance of any of its obligations under this
Lease, it will have
30 days to cure after Tenant notifies Landlord of the default; or if the default is of
a nature to require more than
30 days to remedy, Landlord will have the time reasonably necessary to cure it.



     (c) Whenever a period of time is prescribed in this Lease for action to be taken by
Landlord,
Landlord will not be liable or responsible for, and there shall be excluded from the
computation for any such
period of time, any delays due to strikes, riots, acts of God, shortages of labor or
materials, war, Applicable Laws
or any other causes of any kind whatsoever which are beyond the control of Landlord.



     (d) Tenant agrees to serve a notice of claimed default or breach by Landlord upon the
lender holding
a first mortgage or deed of trust against the Premises if Tenant has been made aware
of the name and address of
such lender. Notwithstanding anything to the contrary contained herein, Tenant will
not exercise any right to
terminate this Lease because of a default by Landlord before allowing such lender the
same period following such
notice to cure the default or breach as is allowed Landlord. But this subparagraph (d)
will not be interpreted as
creating or broadening any right of Tenant to terminate this Lease because of a
default by Landlord.



     (e) The liability of Landlord to Tenant for any default by Landlord under the terms of
this Lease is
limited to the interest of Landlord in the Building and the Land, and Tenant agrees to
look solely to Landlord’s
interest in the Building and the Land for recovery of any judgment from Landlord, it
being intended that
Landlord shall not be personally liable for any judgment or deficiency.



     22. Attorneys’ Fees. If Landlord incurs attorneys’ fees because of Tenant’s
failure to cure a breach of this
Lease within any permitted cure period or because of any request by Tenant for the
consent or approval of
Landlord to any matter requiring Landlord’s consent or approval under this Lease, then
Tenant shall reimburse
Landlord for such fees upon demand.



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     23. Landlord’s
Lien. To secure the payment of all rental and other sums of
money due and to become due
from Tenant under this Lease and the faithful performance of this Lease by Tenant,
Tenant grants to Landlord
an express first contractual lien upon and security interest in all property
(including fixtures, equipment and
chattels) which may be placed on the Premises by Tenant and all proceeds thereof,
including proceeds of any
insurance which may accrue to Tenant by reason of the destruction of or damage to any
such property. Such
property shall not be removed from the Premises without the written consent of Landlord
until all arrearages in rent and other sums of money then due to Landlord by Tenant
have been paid. The lien and security interest created by this Paragraph are in addition
to, not in lieu of, Landlord’s statutory lien. Upon the occurrence of an event of
default by Tenant, the lien and security interest created by this Paragraph may be
foreclosed with or without court proceedings by public or private sale, provided
Landlord has given Tenant at least 15 days’ notice of the time and place of the sale,
and Landlord shall have the right to become the purchaser, upon being the highest
bidder at the sale. Upon request by Landlord, Tenant will execute and deliver to
Landlord Uniform Commercial Code Financing Statements in sufficient form so that when
properly filed, the security interest hereby granted will be perfected. Tenant will
also execute and deliver to Landlord upon request Uniform Commercial Code Financing
Statement change instruments in sufficient form to reflect any proper amendment or
modification in or extension of the security interest hereby granted. A photographic or
other reproduction of this Lease will suffice and may be filed as a financing
statement. Landlord shall, in addition to all of the remedies specified in this
Paragraph, also have all of the rights and remedies of a secured party under the
Uniform Commercial Code as adopted in the state in which the Premises are located.



     24. Security Deposit. Contemporaneously with the execution of this Lease,
Tenant shall deposit a security deposit (the “Security Deposit”) with Landlord in the
amount shown in the Basic Lease Information as security for the performance of Tenant’s
covenants and obligations. The Security Deposit will not bear interest and will not be
considered an advance payment of rental or a measure of Landlord’s damages in case of a
default by Tenant. If Tenant defaults in the performance of any of its covenants and
obligations under this Lease, including but not limited to its obligation to pay all
rent, Landlord may from time to time, without prejudice to any other remedy, apply the
Security Deposit to the extent necessary to any arrearages in rent or to any other past
due sum owing by Tenant or to any damage, injury, expense or liability caused
to Landlord by such default, whether such damages accrue before or after termination of
this Lease. Following any such application of the Security Deposit, Tenant must pay
Landlord on demand the amount so applied in order to restore the Security Deposit to its
original amount. Any remaining balance of the Security Deposit will be returned to
Tenant after the termination of this Lease and after delivery of possession of the
Premises to Landlord, if Tenant is not then in default under this Lease. If Landlord
assigns its interest in the Premises during the Term, Landlord may assign the Security
Deposit to the assignee and thereafter Landlord will have no liability for the return of
the Security Deposit, it being agreed that Tenant will look solely to the new landlord
for the return of the Security Deposit. Regardless of any assignment of this Lease by
Tenant, Landlord may return the Security Deposit to the original Tenant unless Landlord
receives evidence satisfactory to it of an assignment of the right to receive the
Security Deposit.



     25. Notices. Any notice or document required or permitted to be
delivered under this Lease must be in writing and will be deemed to be delivered -
whether actually received or not — upon first attempted delivery
if postmarked by the U.S. Postal Service, postage prepaid, registered or certified mail, return
receipt requested, or sent by courier or Express Mail where evidence of delivery is
retained, addressed to the parties at their respective addresses as set out in the Basic
Lease Information, or at such other address as they specify by written notice delivered
in accordance with this Paragraph.





     26. Successors and Assigns. The conditions, covenants and agreements contained
in this Lease will be
binding upon and, subject to the provisions as to assignment and subletting, inure to
the benefit of the parties,
their respective heirs, executors, administrators, successors and assigns.



     27. Entire Agreement; Amendments. This Lease supersedes any and all prior agreements with respect to
the Premises between the parties and no oral statements, representations or prior writ
ten matter will be binding.
Nothing contained in this Lease will give rise to duties or covenants on the part of
the Landlord, express or
implied, other than the express duties and covenants set forth herein. ANY
REPRESENTATION OF
LANDLORD’S AGENTS WHICH IS NOT INCORPORATED IN THIS LEASE SHALL NOT BE BINDING

UPON LANDLORD AND SHOULD BE CONSIDERED AS UNAUTHORIZED. This Lease shall not be
amended or added to in any way except by written instruments executed by both parties
or their respective
successors in interest.



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     28. Submission of Lease. THE SUBMISSION OF THIS LEASE FOR EXAMINATION DOES
NOT CONSTITUTE AN OFFER TO LEASE, AND THIS LEASE BECOMES EFFECTIVE ONLY UPON EXECUTION
BY TENANT AND BY AN OFFICER OF LANDLORD AUTHORIZED TO EXECUTE THE LEASE.



     IN WITNESS WHEREOF, this Lease is executed by the parties on the day and year first written above.





	 	 	 	 	 
	LANDLORD: ALBRICAS, LLC

 

 	 
	By:  	/s/ Stephen G. Giordanella
 	 
	 	Name:  	Stephen G. Giordanella       	 
	 	Title:  	Managing Member 	 
	 






	 	 	 	 	 
	TENANT: PROTECTIVE PRODUCTS

INTERNATIONAL CORP.

 	 
	/s/ Stephen G. Giordanella
 	 
	Name:  	Stephen G. Giordanella 	 
	Title:  	President 	 
	 









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ALBRICAS,
LLC

530 Sawgrass Parkway

Sunrise, Florida 33325




May 25, 2006




Protective Products International Corp.

530 Sawgrass Parkway

Sunrise, Florida 33325

Attention: Stephen Giordanella




     Re: Lease for 530 Sawgrass Parkway (“Lease”)



This is to confirm that Albricas, LLC as Landlord, pursuant to section 14 of the Lease,
consents to any assignment of the Lease that might be necessary in connection with the proposed
merger of PP Acquisition Corp. into Protective Products International Corp. (the “Merger”), and
further confirms that after the Merger the Lease will remain in full force and effect.



	 	 	 	 	 
	 	Sincerely,

 	 
	 	/s/ Stephen Giordanella
 	 
	 	Stephen Giordanella