Exhibit 10.21


 


 


LEASE AGREEMENT


 


THIS LEASE AGREEMENT (“Lease”) is made this 6th day of July,
2000, by and between the “Landlord” and the ‘Tenant” hereafter set forth.


 


WITNESSETH:


 


1.             DEFINITIONS.  In addition to the
definitions contained elsewhere in this Lease, the following definitions shall
apply:


 


	
  (a)

  	
   

  	
  Landlord:

  	
   

  	
  Edgewood General Partnership

  
	
   

  	
   

  	
  Address:

  	
   

  	
  1408 North Westshore Boulevard, Suite 512

  
	
   

  	
   

  	
   

  	
   

  	
  Tampa, Florida 33607

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  Tenant:

  	
   

  	
  H.R. Logic, Inc.

  
	
   

  	
   

  	
  Address:

  	
   

  	
  1408 North Westshore Boulevard, Suite 604

  
	
   

  	
   

  	
   

  	
   

  	
  Tampa, Florida 33607

  



 


(c)           Premises: 
Suite No. 200 consisting of approximately 3,281 rentable square feet
(which the parties expressly agree are contained in the Premises), on the
attached Exhibit “A” expressly made a part hereof. The Premises are located on
the second floor of the structure, hereinafter called the “Building”, located
at N. Westshore Blvd., Tampa, FL 33607. The parties expressly agree that there
are 3,281 rentable square feet within the Premises and 145,923 rentable square
feet within the Building, despite the fact that such figures may not be
precise. For the purposes of Items 1 (i), and 5, 11 and 15 of this Lease, the
term “Building” includes its appurtenances, and its parking facilities.


 


(d)           “Use of Premises”: General and
Administrative


 


(e)           “Commencement Date”: The later of
December 1, 2000 (“the anticipated Commencement Date”), or the date
Landlord delivers to Tenant possession of the Premises. If, however, Tenant
takes possession of the Premises prior to the anticipated Commencement Date,
then the date Tenant so takes possession shall be the Commencement Date.


 


(f)            “Term”: Not less than thirty six months
commencing on the Commencement Date, this Lease to end on the last day of the
36th calendar month after the Commencement Date. The terms and conditions of this Lease are fully contingent upon the
simultaneous execution of the First Amendment of Lease dated July 7, 2000.


 


(g)           “Rent”: (See also Item 3.) Rent and all other
sums payable by Tenant to Landlord under this Lease, plus any applicable
tax, shall be paid to Landlord, without demand, recoupment, abatement,
deduction or offset, at its office presently located at P.O. Box 22197.
Tampa. Florida 33622. or at such other place as Landlord may hereafter
specify in writing.


 


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  YEAR

  	
   

  	
  DATES

  	
   

  	
  *RATE PER

  RSF

  	
   

  	
  ANNUAL

  	
   

  	
  MONTHLY

  	
   

  
	
  Year 1

  	
   

  	
  12/1/00-

  11/30/01

  	
   

  	
  $

  	
  19.25

  	
   

  	
  $

  	
  63,159.25

  	
   

  	
  $

  	
  5,263.27

  	
   

  
	
  Year 2

  	
   

  	
  10/01/01-

  11/30/02

  	
   

  	
  $

  	
  19.75

  	
   

  	
  $

  	
  64,799.75

  	
   

  	
  $

  	
  5,399.98

  	
   

  
	
  Year 3

  	
   

  	
  12/01/02-

  11/30/03

  	
   

  	
  $

  	
  20.25

  	
   

  	
  $

  	
  66,440.25

  	
   

  	
  $

  	
  5,536.69

  	
   

  



 












*Not inclusive of applicable sales tax


 


(h)           “Base Year means the calendar year in which
the Lease commences.


 


(i)            “Operating Expense Base Amount” means the
operating expenses of the Building, as defined at Item 4 hereof, in the Base
Year of this Lease.


 


(j)            “Real
Estate Tax Base Amount” means the total amount of real property taxes on the
Land and Building, as defined at Item 4 hereof, in the Base Year of this Lease.


 


(k)           “Proportionate
Share”: The net rentable area in the Premises (3,281 square feet) divided by
the net rentable area in the Building (145,923 square feet), which equals 2.3
percent If Tenant leases from Landlord any additional space in the Building
pursuant to the terms and provisions of this Lease, then Tenant’s Proportionate
Share shall be increased accordingly.


 


(1)           “Additional
Rent”: As described in Item 3 of this Lease.


 


(m)          “Land”:
Land shall mean real property described in Exhibit D.


 


(n)           “Building”: Building shall mean the
improvements presently or hereafter constructed on the Land.   I


 


2.             PREMISES
AND TERM.  Landlord, in
consideration of the Rent hereinafter reserved to be paid and of the covenants,
conditions and agreements to be kept and performed by Tenant, hereby ‘leases,
lets and demises to Tenant, and Tenant hereby leases and hires from Landlord,
that certain space called the Premises as described above in Item 1,
Section (c).


 


If Landlord, for any reason whatsoever, cannot
deliver possession of the Premises to Tenant on or before the anticipated
Commencement Date, this Lease shall not be void or voidable, nor shall Landlord
be liable to Tenant for any claim, loss or damage resulting therefrom, but, in
that event, there shall be an abatement of Rent and Additional Rent covering
the period between the anticipated Commencement Date and the time when Landlord
can so deliver possession, the date when Landlord can so deliver possession
being deemed to be the “Commencement Date” (Commencement Date). The ending date
of this Lease shall be extended


 


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for
not less than an identical period of time that transpired between the
anticipated Commencement Date and the date thereafter Landlord so delivered
possession (Commencement Date), it being the parties’ intent that this Lease
have not less than a complete Term as described and contemplated in Item 1,
Section (i) above. To this end, if the actual Commencement Date is a day
other than the first day of a particular month, the Term of this Lease shall not
expire until the last day of the last month of the proposed Term as described
in Item 1, Section (g). If the Commencement Date is other than me
anticipated Commencement Date, the parties representatives shall execute a
letter amendment to this Lease (which they are hereby authorized to do) whereby
the Commencement Date and expiration date of this Lease will be specified;
however, their failure to do so shall have no effect on the other contents of
this Lease, such contemplated execution to be merely for clarification
purposes. By occupying the Premises, Tenant shall be conclusively deemed to
have accepted the Premises as complying fully with each, every, any and all of
Landlord’s covenants and obligations with respect to the delivery thereof.
Tenant shall also have the nonexclusive right to use the parking facilities
appurtenant to the Building.


 


3.             RENT. Tenant covenants and agrees to pay without
demand, recoupment, abatement, deduction or offset, to Landlord Rent (and
Additional Rent) for the Premises on or before the first (1st) day of the first
(1st) full calendar month of the Term hereof and on or before the first (1st)
day of each and every successive calendar month thereafter during the full Term
of this Lease, subject to the adjustments as provided hereinafter, along with
any applicable tax, at the current rate of six and three-quarters (6.75%)
percent. In the event the Commencement Date occurs on a day other than the
first (1st) day of a calendar month, the first Rent payment shall be in the
amount of the Rent for one (1) full calendar month, plus the prorated Rent for
the calendar month in which the Term of this Lease commences,’ such payment to
be due on the Commencement Date.


 


Whenever under the terms of this Lease any sum of money is required to
be paid by Tenant in addition to the Rent herein reserved, whether or not such
sum is herein described as “Additional Rent”, or a provision is made for the
collection of said sum as “Additional Rent” said sum shall nevertheless, at
Landlord’s option, if not paid when due, be deemed Additional Rent, and shall
be collectible as such with the first installment of Rent thereafter falling
due hereunder.  In the event any
installment or increment of Rent or Additional Rent payable under this Lease
shall not be paid when due, a “late charge” of five percent (5%) of the amount
overdue may be charged (as Additional Rent) by Landlord for the purpose of
defraying the expense and inconvenience incident to handling such overdue
payment and for the purpose of compensating Landlord for its attendant
inconvenience and loss of cash flow.


 


4.             OPERATING EXPENSE ADJUSTMENTS.  The
Landlord and Tenant each acknowledge that the Rent specified in Item 3 of this
Lease does not provide for increases in operating expenses and real estate
taxes in excess of the Base Year Amounts. Accordingly, during the term of this
Lease, and any extension(s) thereto, beginning with the first calendar year
subsequent to the Base Year, Tenant shall pay to Landlord, as additional rent,
its proportionate share of estimated increases in operating expenses and real
estate taxes over the Base Year amounts.


 


Commencing on January 1 of the calendar year
following the Base Year and continuing on the first day of each calendar month
thereafter until the expiration or other termination of this Lease, Tenant
shall pay to Landlord, as additional monthly rental, an amount equal to
one-twelfth of the Tenant’s Proportionate Share of the amount by which budgeted
operating expenses and real estate taxes for the current calendar year exceeds
the Base Year Amounts. In the event the amount of additional monthly rental
collection hereunder for the preceding twelve month period is less than the
actual excesses for such year, Tenant shall remit the balance thereof to the
Landlord within five (5) days after the receipt of such notice. In the event
the amount of additional monthly rental collection hereunder for the preceding
twelve month period is greater


 


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than
the actual excesses for such period, Landlord shall remit the difference to the
Tenant accompanied by said notice.


 


The term “operating expenses” includes all expenses incurred by
Landlord with respect to the maintenance and operation of the Building of which
the leased “Premises” are a part, including, but not limited to, the following:
maintenance, repair and replacement costs; electricity, fuel, water, sewer, gas
and other utility charges; security, window washing and janitorial services;
trash; landscaping and pest control; management fees, wages and benefits
payable to employees of Landlord whose duties are directly connected with the
operation and-maintenance of the Building; all services, supplies, repairs,
replacements or other expenses for maintaining and operating the Building or
project including parking and common areas; the cost, including interest,
amortized over its useful life, of any capital improvements made to the
Building by Landlord after the date of this lease which is required under any
governmental law or regulation that was not applicable to the Building at the
time it was constructed; the cost, including interest, amortized over its
useful life, of installation of any device or other equipment for the purpose
of improving operating efficiency; all other expenses which would generally be
regarded as operating and maintenance expenses which would reasonably be
amortized over a period not to exceed five years; all insurance premiums
Landlord is required to pay or deems necessary to pay, including public liability
insurance, with respect to the Building. The term operating expenses does not
include the following: repairs, restoration or other work occasioned by fire,
wind, the elements or other casualty; income and franchise taxes of Landlord;
real estate broker’s commissions, attorney’s fees, costs and disbursements and
other expenses incurred in connection with negotiations or disputes with
Tenants, other occupants; advertising expenses and expenses for the renovating
of space for new Tenants; interest or principal payments on any mortgage or
other indebtedness of Landlord; any depreciation allowance or expense; or
operating expenses which are the responsibility of Tenant.


 


The term “Taxes” means the aggregate amount of real property taxes and
assessments taxes, assessed, imposed, or levied by any lawful authority upon
the Land and the Building in any calendar year during the term of this Lease;
and, shall also include administrative costs and contingency fees paid to
independent consultants engaged to negotiate, on behalf of Landlord,
assessments impaired by applicable taxing authorities.


 


If Landlord, in its sole discretion in operating the
Building, chooses to install any energy or labor saving devices, equipment,
fixtures or appliances to or in the Building that otherwise might be considered
a capital expenditure, then Landlord may depreciate the cost of the equipment,
device, appliance or fixture into the Operating Expenses of the Building,
including interest at a reasonable rate, all according to generally accepted
accounting principles applied on a consistent basis.


 


5.             USE OF PREMISES.  The
Premises shall be used by Tenant as described above in Item 1,
Section (d), and for no other business or purpose whatsoever without the
prior written discretionary consent of Landlord. Tenant shall not do or permit
to be done in or about the Premises or Building, nor bring or keep or permit to
be brought or kept therein, anything which is prohibited by, or will in any way
conflict with, any law, statute, ordinance or governmental rule or regulation
now in force or which may hereafter be enacted or promulgated, or which is
presently or hereafter prohibited by any standard form of fire insurance policy
or will presently or hereafter in any way increase the existing rate of or
affect any fire or other insurance upon the Building or any of its contents, or
presently or hereafter cause a cancellation of any insurance policy covering
the Building or any of its contents, or presently or hereafter cause a
cancellation of any insurance policy covering the Building or any part thereof
or any of its contents. Tenant shall not do or permit anything to be done in or
about the Premises or Building, which will presently or hereafter in any way
obstruct or interfere with the rights of other Tenants of the Building, or
injure or annoy them or use or allow to be used the Premises or Building for
any improper, immoral, unlawful or objectionable purpose (as determined by


 


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Landlord);
nor shall Tenant cause, maintain, or permit any nuisance (as determined by
Landlord or by law) in or about the Premises or commit or suffer to be
committed any waste in, on, or about the Premises or Building. Tenant shall be
responsible for all losses and damages to Landlord as a result of Tenant’s
failure to use, occupy and surrender the Premises or Building in strict
accordance with the contents of this Lease, and such responsibility shall
survive the expiration or earlier termination of this Lease. Tenant, at Tenant’s
expense, shall comply with all laws, rules, orders, statutes, ordinances,
directions, regulations and requirements of all federal, state, county and
municipal authorities pertaining to Tenant’s use and occupancy of the Premises
or Building and with the recorded covenants, conditions and restrictions
pertaining thereto, regardless of when they become effective or applicable,
including, without limitation, all applicable federal, state and local laws,
regulations or ordinances pertaining to air and water quality, Hazardous
Materials, waste disposal, air emissions and other environmental matters, all
zoning and other land use matters, and with any direction of any public officer
or officials which shall impose any duty upon Landlord or Tenant with respect
to the use or occupation of the Premises. For the purposes of this Item 5, the
term “Tenant” includes Tenant’s agents, employees, principals, officers,
successors, assigns, subtenants, invitees, contractors and consultants.


 


6.             ASSIGNMENT AND SUBLETTING. Tenant shall not assign the right of
occupancy under this Lease, or any other interest therein, or sublet the
Premises, or any portion thereof, without the prior written consent of
Landlord, which the parties agree may be withheld at Landlord’s sole discretion.
Tenant absolutely shall have no right of assignment or subletting if it is, or
has ever been, in default of this Lease. If Landlord elects to grant its
written consent to any proposed assignment or sublease (whether by Tenant or by
others claiming by or through Tenant), Tenant or such others agree to pay
Landlord an administrative fee in a reasonable amount (but not less than
$150.00), plus attorney’s fees to process and approve such assignment or
sublease, and Landlord may prescribe the substance and form of such assignment
f r sublease.


 


Notwithstanding any assignment of this Lease, or the subletting of the
Premises, or any portion thereof, Tenant shall continue to be fully liable for
the performance of the terms, conditions and covenants of this Lease,
including, but not limited to, the payment of Rent and Additional Rent This-
continuing liability shall be absolute and unconditional and shall remain in
full force and effect without regard to, and shall not be released, discharged,
diminished, reduced or in any other way affected by; (a) any amendment or
modification of, or supplement to, this Lease or any further assignment or
transfer thereof or any further sublease pertaining thereto; or (b) any action
taken or not taken by Landlord against any assignee or subtenants; or (c) any
agreement which modifies any of the rights or obligations of the parties (or
their respective successors) under this Lease; or (d) any agreement which
extends the time within which an obligation under this Lease is to be performed;
or (e) any waiver of the performance of an obligation required under this
Lease; or (f) any failure to enforce any of the obligations set forth in this
Lease. Consent by Landlord to one or more assignments or sublettings shall not
operate as a waiver of Landlord’s rights as to any subsequent assignments or
sublettings. Landlord shall have the additional option, which shall be
exercised by providing Tenant with written notice, of terminating Tenant’s
rights and obligations under this Lease rather than permitting any assignment
or subletting by Tenant, any statement or implication in this Lease or at law
to the contrary notwithstanding.


 


If Landlord permits any assignment or subletting by Tenant and if the
monies (no matter how characterized) received as a result of such assignment or
subletting [when compared to the monies still payable by Tenant to Landlord]
should be greater than would have been received hereunder had not Landlord
permitted such assignment or subletting, then the excess shall be payable by
Tenant to Landlord, it being the parties’ intention that Landlord, and not
Tenant, in consideration for Landlord’s permitting such assignment or
subletting, shall be the party to receive any profit from any such assignment
or subletting. If there are one or more assignments


 


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or
sublettings by Tenant to which Landlord consents, then any and all extension
options to be exercised subsequent to the date of such assignment or subletting
and all options to lease additional space in the Building to be exercised
subsequent to the date of such assignment or subletting are absolutely waived
and terminated at Landlord’s sole discretion. In the event of the transfer and
assignment by Landlord of its interest in this Lease and/or sale of the
Building containing the Premises, either of which it may do at its sole option,
Landlord shall thereby be released from any further obligations hereunder, and
Tenant agrees to look solely to such successor in interest of Landlord for
performance of such obligations. The provisions of Item 35 hereafter dealing
with “Notices” shall be amended to provide the correct names and addresses of
the assignee or subtenant. If Tenant is a partnership or corporation whose
stock is not regularly traded on a bona fide public exchange, and if any
transfer, sale, pledge or other disposition of a partnership interest or the
common stock shall occur which changes the power to vote the majority of
interest in the partnership or of the outstanding capital stock of the company,
such action shall be considered an assignment under the terms of this Lease.
Any breach of this Item 6 by Tenant will constitute an automatic default under
the terms of this Lease, per Item 19 hereof.


 


7.             ACCESS TO THE PREMISES. 
Landlord or its authorized agent or agents shall have the right to enter
upon the Premises at all reasonable times for the purposes of inspecting the
same, preventing waste, making such repairs as Landlord may consider necessary
(but without any obligation to do so except as expressly provided for herein),
and showing the Premises to prospective Tenants, mortgagees and/or purchasers.
If during the last month of the Term, Tenant shall have removed all or
substantially all of Tenant’s property therefrom, Landlord may immediately
enter and alter, renovate and redecorate the Premises without elimination or
abatement of Rent or Additional Rent or incurring liability to Tenant for any
compensation or offsets in Rent or Additional Rent and charges owed and such
acts shall have no effect upon this Lease.


 


8.             LANDLORD’S SERVICES. 
Landlord shall, at its expense, furnish the Premises with (i)
electricity subject to Item (ii) heat and air conditioning during reasonable
and usual business hours (exclusive of Saturday afternoons, Sundays and
nationally-recognized holidays) reasonably required for the occupation of the
Premises, such heat and air-conditioning to be provided by utilizing the
existing Building systems, it being expressly understood and agreed by the parties
that Landlord specifically shall not be liable for any losses or damages of any
nature whatsoever incurred by Tenant due to any failure of the equipment to
function properly, or while it is being repaired, or due to any governmental
laws, regulations or restrictions pertaining to the furnishing or use of such
heat and air-conditioning; (iii) elevator service; (iv) lighting replacement
for customary fluorescent lighting provided by-Landlord; (v) toilet room
supplies; (vi) daily janitor service during the time and in the manner that
such janitor service is customarily furnished in first class office Buildings
in the metropolitan area where the Building is located; (vii) water; and (via)
sewerage. The foregoing services are designated “Building Standard”.


 


Tenant will pay $35.00 per hour per floor (this price is subject to
change) for HVAC after normal business hours which are:


Monday through Friday 8:00 a.m. - 6:00 p.m.


Saturday 8:00 a.m. - 12:00 noon.


 


Tenant agrees that Landlord is only
responsible for Building Standard maintenance and Building Standard services.
If other, more complete or specialty services and maintenance (over Building
Standard) are required, then Tenant solely shall be and is responsible for same
and for any and all expenses and costs of any nature whatsoever associated with
same. To this end, Tenant is and shall be solely responsible for any expenses
and costs of any nature whatsoever associated with, among other things,
maintaining upgraded Tenant improvements in the Premises, replacing
non-Building Standard lighting fixtures and bulbs in the Premises, servicing,


 


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operating
and maintaining any separate and non-Building Standard HVAC systems and
faculties serving the Premises, etc.


 


Landlord shall not be liable for any damages directly or indirectly or
consequentially resulting from, nor shall any Rent or Additional Rent herein
set forth be reduced or abated by reason of, (1) installation, use, or
interruption of use of any equipment in connection with the furnishing of any
of me foregoing services, or (2) failure to furnish, or delay in furnishing,
any such services when such failure or delay is caused by accident or any
condition beyond the reasonable control of Landlord or by the making of
necessary repairs or improvements to the Premises or to the Building or because
of any governmental laws, regulations or restrictions. The temporary failure to
furnish any such services shall not be construed as an eviction of Tenant or
relieve Tenant from the duty of observing and performing each, every, any and
all of the provisions of this Lease.


 


9.             ELECTRICAL OVERLOAD; STRUCTURAL OVERLOAD.


 


(A)          Tenant’s use of electrical services furnished
by Landlord shall be subject to the following:


 


(1)           Tenant’s
electrical equipment shall be restricted to that equipment which individually
does not have a rated capacity greater than .5 kilowatts per hour and/or
require voltage other than 120/208 volts, single phase. Collectively, Tenant’s
equipment shall not have an electrical design load greater than an average of
five (5) watts per square foot (including overhead lighting).


 


(2)           Tenant’s
overhead lighting shall not have a design load greater than an average of two
(2) watts per square foot


 


(3)           If
Tenant’s consumption of electrical services exceeds either the rated capacities
and/or design loads as per subsections (1) and (2) above, then Tenant shall
remove such equipment and/or lighting to achieve compliance within ten (10)
days after receiving notice from Landlord. Or upon receiving Landlord’s prior
written approval, such equipment and/or lighting may remain in the Premises,
subject to the following:


 


(a)           Tenant shall pay for all costs of installations and maintenance of
submeter, wiring, air-conditioning and other items required by Landlord, in
Landlord’s discretion, to accommodate Tenant’s excess design loads and
capacities;


(b)           Tenant shall pay to Landlord, upon demand, the cost of the excess
demand and consumption of electrical service at rates determined by Landlord
which shall be in accordance with any applicable laws; and


(c)           Landlord may, at its option, upon not less than thirty (30) days’ prior
written notice to Tenant, discontinue the availability of such extraordinary
utility service. If Landlord gives any such notice, Tenant will contract
directly with the public utility for the supplying of such utility service to
the Premises.


 


(B)           Tenant shall not place a load upon any floor
of the Premises exceeding 50 pounds per square foot, which such floor was designed
to carry and which may be allowed by law. Landlord reserves the right to
prescribe the weight and position of all heavy equipment and similar items, and
to prescribe the reinforcing necessary, if any, which in the opinion of
Landlord may be required under the circumstances, such reinforcing to be at
Tenant’s pre-paid expense.


 


10.           PARKING AREAS. 
Landlord shall keep and maintain in good condition parking areas that
may be provided. Landlord reserves the right to control the method, manner and
time of parking in parking spaces. Landlord shall not be responsible at all,
any statement or implication elsewhere in this Lease to the contrary
notwithstanding, for the security of the parking areas provided pursuant to
this Lease. Any and all parking charges payable by Tenant, whether to


 


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Landlord or to Landlord’s designate(s), shall
be Additional Rent; furthermore, if Tenant fails to pay duly, fully and timely
such parking charges, Landlord [or its designate(s)] may discontinue, without
notice to Tenant (or anyone else), the availability of ((he parking space(s)
the subject of such parking charges, no matter by whom such parking spaces are
or were. being utilized or are in the future to be utilized, anything to the
contrary elsewhere in this Lease notwithstanding.


 


11.           LEASEHOLD IMPROVEMENTS.  The
Premises are rented “as is”, without
any additional services or improvements to be rendered by Landlord, other than
those services described in Item 8 and such other services or improvements as
may be described in Exhibit “B” attached hereto and expressly made a part
hereof. If Landlord is to additionally alter, remodel, improve, or do any
physical act or thing to the space as presently constituted or as described in Exhibit
“B”, same shall be at the sole expense of Tenant and shall be affected only by
a “Work Order” signed by the parties. 
In the absence of a “Work Order” signed by the parties, Landlord is
under no obligation to make any such alteration, remodeling or improvement or
do any physical act or thing to the space.


 


Any and all extraordinary
(as so determined by Landlord at its sole discretion) expenses and costs of any
nature whatsoever attributable to the installation, maintenance and/or removal
of telephone equipment, computer equipment and the like shall be borne solely
by Tenant.


 


12.           REPAIRS AND MAINTENANCE  .  Landlord will, at its own cost and expense,
except as may be provided elsewhere herein, make necessary repairs of damage to
the Building corridors, lobby, structural members of the Building, and
equipment used to provide the Building Standard services referred to in Item 8,
unless any such damage is caused by acts or omissions of Tenant, its agents
customers, employees, principals, contractors, consultants, assigns, subtenants
or invitees, in which event Tenant will bear the cost of such repairs. Tenant
will allow no maintenance or repairs to be done in, on, to or about the
Premises other than by a licensed contractor (such term to include all degrees
and levels of subcontractors) approved by Landlord in writing prior to any such
maintenance or repairs being undertaken.  
Landlord shall be entitled to require such contractor to be bonded and
insured in such amounts and with such companies as Landlord may in its
discretion prescribe. Tenant will not injure the Premises or the Building but
will maintain the Premises in a clean, attractive, condition and in good
repair, except as to damage to be repaired by Landlord as provided above. Upon
termination of this Lease, Tenant will surrender and deliver the Premises to
Landlord in the same condition in which they existed at the commencement of
this Lease, excepting only ordinary wear and tear and damage arising from any
cause not required to be repaired by Tenant, or Landlord approved alterations
and improvements. This Item 12 shall not apply in the case of damage or
destruction by fire or other casualty which is covered by insurance maintained
by Landlord on the Building (as to which Item 15 hereof shall apply) or damage
resulting from an Eminent Domain taking (as to which Item 17 hereof shall
apply).


 


13.           ALTERATIONS AND IMPROVEMENTS.  Tenant
absolutely shall not make any alterations, additions or improvements to or in
the Building outside the Premises. Furthermore, Tenant shall make no
alterations or improvements (including additions) to or in the Premises without
the prior written approval of Landlord, unless in each instance and for each
such alteration or improvement, Landlord or a contractor approved by Landlord
is hired to do such alterations or improvement. Such approval shall not be
unreasonably withheld in the case of alterations or improvements to the
interior of the Premises if such alterations or improvements are normal for the
use described in Item 1(d) of this Lease, do not adversely affect utility of
the Premises for future Tenants, do not alter the exterior of the Building, and
are accompanied by insurance satisfactory to Landlord and by prepayment or bond
provisions or waivers by the contractor in form satisfactory to Landlord
sufficient to protect the Building from claims of lien of any sort; otherwise,
such approval may be withheld for any reason whatsoever. Furthermore, such
alterations or improvements absolutely shall not affect the mechanical,
plumbing, electrical and HVAC systems in the Premises or the Building and shall
not be of a structural nature.


 


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Tenant
shall conduct its work in such a manner as to maintain harmonious labor
relations and as not to interfere with the operation of the Building and shall,
prior to the commencement of the work, submit to Landlord copies of all
necessary permits. Landlord reserves the right to have final approval of the
contractors hired by Tenant. All such contractors hired by Tenant shall be, at
levels and coverage’s prescribed by Landlord, licenses, bonded and insured, and
Landlord may require evidence of same, which Tenant agrees to secure and
provide Landlord prior to the commencement of any work by such contractors. All
alterations or improvements, whether temporary or permanent in character, made
in or upon the Premises, either by Landlord or Tenant, shall be Landlord’s
properly and at the end of the term hereof shall remain in or upon the Premises
without compensation to Tenant. If, however, Landlord shall request in writing,
Tenant will, prior to expiration or earlier termination of this Lease, remove
any and all alterations, and improvements placed or installed by Tenant in the
Premises, and will repair any damage caused by such removal. All of Tenant’s
furniture, movable trade fixtures and equipment not attached to the Building
may be removed by Tenant at the expiration of this Lease, if Tenant so elects,
and shall be so removed, if required by Landlord, and, if not so removed,
shall, at the option of Landlord, become the property of Landlord. To the
extent Tenant makes any alterations or improvements and/or to the extent
Landlord on behalf of Tenant under an “Extra Work Agreement” makes such alterations
or improvements, and as a result thereof it can be determined that thereupon
was caused an increase in real estate taxes or insurance premiums, then Tenant
shall be responsible for reimbursing Landlord for such increases as Landlord
may pay.


 


14.           INDEMNITY.  Landlord shall not be liable
for, and Tenant will indemnify and save Landlord (and Landlord’s officers,
principals, agents, employees and insurers) harmless of and from, each, every,
and all fines, suits, damages, claims, demands, losses and actions (including
attorney’s fees) for any injury to person or damage to or loss of property on
or about the Premises and Building caused by the negligence or misconduct or
breach of this Lease by Tenant, its employees, agents, principals, contractors,
consultants, assigns, subtenants, invitees or by any other person entering the
Premises or the Building under express or implied invitation of Tenant, or
arising out of Tenant’s use of the Premises. Landlord absolutely shall not be
liable or responsible for any loss or damage to any property or the death or
injury to any person occasioned by theft, crime (of any nature whatsoever),
fire, act of God, public enemy, injunction, riot, strike, insurrection, war,
court order, requisition of governmental body or authority, by other Tenants of
the Building or by any other matter beyond the absolute control of Landlord, or
for any injury or damage or inconvenience which may arise through repair or
alteration of any part of the Building, or failure to make repairs, or from any
cause whatsoever except Landlord’s negligence or intentional act. It is
specifically understood and agreed that there shall be no personal liability on
Landlord (nor on Landlord’s officers, principals, agents and employees) with
respect to any of the covenants, conditions or provisions of this Lease; in me
event of a breach or default by Landlord of any of its obligations under this
Lease, Tenant shall look solely to the equity of Landlord in the Building for
the satisfaction of any and all of Tenant’s right and remedies.


 


15.           DAMAGE BY FIRE OR THE ELEMENTS.  In
the event that the Building is totally destroyed by fire, tornado or other
casualty, or in the event the Premises or Building is so damaged that, within
Landlord’s discretion, rebuilding or repairs cannot be completed within one
hundred eighty (180) days after the date of such damage, Landlord, within sixty
(60) days of the casualty, shall give Tenant written notice of the estimated
time for completion or of Landlord’s intent not to repair. In such event,
either Landlord or Tenant may, at its option, by written notice to the other
given not more than thirty (30) days after the date of such fire or other
casualty, terminate this Lease. In such event, the Rent and Additional Rent
shall be abated during the unexpired portion of this Lease effective with the
date of such fire or other casualty.


 


In the event the Building or the Premises are damaged by fire, tornado,
or other casualty covered by Landlord’s insurance but only to such extent that
rebuilding or repairs can be completed within one hundred eighty (180) days
after the date of such damage, or if the damage should be more serious but
neither Landlord nor Tenant elects to terminate this Lease, then


 


9

















 


Landlord
shall, within thirty (30) days after the date of such damage or such election,
commence to rebuild or repair the Building and/or the Premises and shall
proceed with reasonable diligence to restore the Building and/or the Premises
to substantially the same condition in which it/they was/were immediately prior
to the happening of the casualty, except that Landlord shall not be required to
rebuild, repair or replace any part of the furniture, equipment, fixtures and
other improvements which may have been placed by Tenant or other Tenants or
occupants within the Building or Premises. Landlord shall, unless such damage
is deemed by Landlord to be the result of the negligence or willful misconduct
of Tenant or Tenant’s employees, agents, principals, contractors,
consultants, assigns, subtenants or invitees, allow Tenant a fair diminution of
Rent and Additional Rent during the time of such rebuilding or repairs. In the
event any mortgagee, or the holder of any deed of trust, security agreement or
mortgage on the Building, requires that the insurance proceeds be used to
retire the mortgage debt, Landlord shall have no obligation to rebuild and this
Lease shall terminate upon notice to Tenant. Any insurance which may be carried
by Landlord or by Tenant against loss or damage to the Premises or its contents
shall be for the sole benefit of the party carrying such insurance and under
its sole control.


 


16.           BUILDINGS
RULES AND REGULATIONS.  Tenant shall
faithfully observe and comply with the Rules and Regulations printed on or
annexed to (and expressly made a part of) this Lease and all reasonable
modifications of and additions thereto from time to time put into effect by
Landlord. Landlord shall not be responsible to Tenant for the nonperformance of
any of said Rules and Regulations by any other Tenant, occupant, invitee or
visitor of the Building. Tenant shall and does hereby have an affirmative
obligation (to include indemnification of Landlord, per Item 14 hereof) to
notify its agents, employees, principals, assigns, subtenants and invitees of
the contents of such Rules and Regulations and of this Lease and to assure
their compliance therewith.


 


17.         EMINENT DOMAIN.  If the whole or a portion of the Building is
taken for any public or quasi- public use under any statute or by right of
Eminent Domain or private purchase in lieu thereof, then at Landlord’s option,
but not otherwise, this Lease, the Term hereby demised and each, every, any and
all rights of Tenant hereunder shall immediately cease and terminate and the
Rent and Additional Rent shall be adjusted as of the date of such termination.
Tenant shall be entitled to no part of the award made for such condemnation (or
other taking) or the purchase price thereof. Nevertheless, anything to the
contrary notwithstanding, likewise at Landlord’s option, but not otherwise, if
the Premises are unaffected by such condemnation (or other taking), then this
Lease and each and every one of its provisions shall continue in full force and
effect Should by Eminent Domain the Tenants Premises be made unusable and or
unable to be occupied then the Tenant shall have the right to terminate this
Lease Agreement.


 


18.           SIGNS
AND ADVERTISING.  Without the prior
written approval of Landlord, which may be withheld at Landlord’s discretion,
Tenant shall not permit the painting or display of any signs, placard,
lettering, or advertising material of any kind on or near the exterior of the
Premises or the Building. Notwithstanding the foregoing, Tenant may, with
Landlord’s prior approval, display Tenant’s name on or near the entrance to the
Premises, in a Building-standard manner prescribed by Landlord.


 


19.           TENANT’S
DEFAULT.  The happening, of any one
or more of the following events, shall constitute a default hereunder:


 


a)     Tenant’s failure to pay the
Rent, Additional Rent, or any other sums (no matter how characterized) payable
hereunder for a period of three (3) days after written notice by Landlord;


 


b)    Tenant’s failure to observe,
keep or perform any of the other terms, covenants, agreements or conditions of
this Lease or in the Building Rules and Regulations for a period of ten (10)
days after written notice by Landlord;


 


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c)     The insolvency of Tenant;


 


d)     Tenant’s making an assignment
for the benefit of creditors;


 


e)     A receiver or trustee being
appointed for Tenant or a substantial portion of Tenant’s assets;


 


f)      Tenant’s voluntarily
petitioning for relief under, or otherwise seeking the benefit of, any bankruptcy, reorganization,
arrangement or insolvency law;


 


g)     Tenant’s deserting, vacating
or abandoning any portion of the Premises or attempting to mortgage, pledge or
otherwise encumber-in any way its interest hereunder;


 


h)     Tenant’s interest under this
Lease being sold under execution or other legal process;


 


i)      Tenant’s interest under this
Lease being affected, modified or altered by any unauthorized assignment or
subletting or by operation of law;


 


j)      Any of the goods or chattels
of Tenant used in, or incident to, the operation of Tenant’s business at, from
or in the Premises being seized, sequestered, or impounded by virtue of, or
under authority of, any legal proceeding;


 


k)     If Tenant shall be late in
the payment of any sums due hereunder as rent or additional rent three (3)
times in any twelve month period;


 


l)      Tenant’s failure to operate
continuously during normal business hours from the Premises in a fully-staffed,
fully-equipped manner and/or as contemplated by Item 1(d) of this Lease; or


 


m)    Tenant’s failure to take
occupancy of the Premises when same is tendered by Landlord to Tenant; or


 


n)     Any attempted assignment or
submitting of this Lease without Landlord’s written consent.


 


In the event of any of the foregoing
happenings, Landlord, as its election, may exercise any one or more of the
following options, the exercise of any of which shall not be deemed to preclude
the exercise of any others herein listed or otherwise provided or permitted by
statute or general law at the same time or in subsequent times or actions (all
of which are cumulative):


 


1.     Terminate Tenant’s rights to possession under this Lease and re-enter
and retake possession of the Premises and relet or attempt to relet the
Premises on behalf of Tenant at such rent and under such terms and conditions
as Landlord may deem best under the circumstances for the purpose of reducing
Tenant’s liability. Landlord shall not be deemed to have thereby accepted a
surrender of the Premises, and Tenant shall remain rally liable for any and all
Rent, Additional Rent, or other sums (no matter how characterized) due under
this Lease and for all damages suffered by Landlord because of Tenant’s breach
of any of the covenants of this Lease.


 


2.     Declare this Lease to be terminated and ended, and re-enter upon and
take possession of the Premises whereupon all right, title and interest of
Tenant in the Premises shall end.


 


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3.     Accelerate and declare the entire remaining unpaid Rent and Additional
Rent for the balance of this Lease to be immediately due and payable forthwith,
and may at once, take legal action to recover and collect the same


 


No re-entry or retaking possession of the Premises by Landlord shall be
construed as an election on its part to terminate this Lease, unless a specific
written notice of such intention is given to Tenant, nor shall pursuit of any
remedy herein provided constitute a forfeiture or waiver of any Rent,
Additional Rent or other monies due to Landlord hereunder or of any damages
accruing to Landlord by reason of the violations of any of the terms,
provisions and covenants herein contained. Landlord’s acceptance of Rent or
Additional Rent or other monies following any event of default hereunder shall
not be construed as Landlord’s waiver of such event of default. No forbearance
by Landlord of action upon any violation or breach of any of the terms,
provisions, and covenants herein contained shall be deemed or construed to
constitute a waiver of the terms, provisions, and covenants herein contained,
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 constitute a
waiver of any other violation or default. Legal actions to recover for loss or
damage that Landlord may suffer by reason of termination of this Lease or the
deficiency from any reletting as provided for above shall include the expense
of repossession or reletting and any repairs or remodeling undertaken by
Landlord following repossession.


 


THE PARTIES HERETO SHALL, AND THEY HEREBY DO, WAIVE TRIAL BY JURY IN
ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO
AGAINST THE OTHER ON ACCOUNT OF ANY MATTERS WHATSOEVER ARISING OUT OF, OR IN
ANY WAY CONNECTED, WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT,
TENANT’S USE OR OCCUPANCY OF THE PREMISES AND/OR BUILDING, AND/OR CLAM OF LOSS,
INJURY OR DAMAGE. THE COVENANTS CONTAINED HEREIN ARE INDEPENDENT. In the event
Landlord commences any proceeding to enforce this Lease or the Landlord/Tenant relationship
between the parties or for nonpayment of Rent, Additional Rent or other monies
due Landlord from Tenant under this Lease, Tenant will not interpose any
counterclaim of whatever nature or description in any such proceedings. In the
event Tenant must, because of applicable court rules, interpose any
counterclaim or other claim against Landlord in such proceedings, Landlord and
Tenant covenant and agree that, in addition to any other lawful remedy of
Landlord, upon motion of Landlord, such counterclaim or other claim asserted by
Tenant shall be severed out of the proceedings instituted by Landlord (and, if
necessary, transferred to a court of different jurisdiction), and the
proceedings instituted by Landlord may proceed to final judgment separately and
apart from and without consolidation with or reference to the status of each
counterclaim or any other claim asserted by Tenant.


 


The parties hereto agree that any and all suits for any and every
breach of this Lease shall be instituted and maintained only in those courts of
competent jurisdiction in the county or municipality in which the Building is
located and Tenant, hereby submits to the jurisdiction of Florida courts. In
the event of litigation by and between the parties [or their respective successor(s)]
to enforce the terms and provisions of this Lease, the prevailing party shall
be entitled to recover from the non-prevailing party the prevailing party’s
reasonable attorney’s fees and court costs, all through final appeal.


 


Time is of the essence of this Lease; and in
case Tenant shall fail to perform the covenants and obligations on its part to
be performed at the time fixed for the performance of such respective covenants
and obligations by the provisions of this Lease, Landlord may declare Tenant to
be in default of such Lease.


 


20.           CONTRACTUAL LANDLORD’S LIEN. 
Landlord shall have, at all times, a valid security interest to secure
payment of all Rent, Additional Rent and other sums of money


 


12

















 


becoming due hereunder from
Tenant, and to secure payment of any damages or loss which Landlord may suffer
by reason of the breach by Tenant of any covenant, agreement or condition
contained herein, upon all goods, wares, equipment, fixtures, furniture, improvements
and other personal property or Tenant presently or which may hereinafter be
situated in the Premises, and all proceeds therefrom, and such property shall
not be removed therefrom without consent of Landlord until all arrearages in
Rent and Additional Rent as well as any and all other sums of money then due to
Landlord hereunder, shall first have been paid and discharged and all of he
covenants, agreements, and conditions hereof have been fully complied with and
performed by Tenant. In consideration of this Lease, upon the occurrence of an
event of default by Tenant, Landlord may, in addition to any other remedies
provided herein, enter upon the Premises and take possession of any and all
goods, wares, equipment, fixtures, furniture, improvements, and other personal
property of Tenant situated on or in the Premises, without liability for
trespass or conversion, and sell the same at public or private sale, with or
without having such property at the sale, after giving Tenant reasonable notice
of the time and place of any public sale or of the time after which any private
sale is to be made, at which sale Landlord or its assigns may purchase unless
otherwise prohibited by law. Unless otherwise provided by law, and without
intending to exclude any other manner of giving Tenant reasonable notice, the
requirement of reasonable notice shall be met if such notice is given in the
manner prescribed in Item 35 dealing with “Notices” in this Lease at least five
(5) days before the time of sale. The proceeds from any such disposition, less
any and all expenses connected with the taking of possession, holding and
selling of the property (including reasonable attorney’s fees and other
expenses), shall be applied as a credit against the indebtedness secured by the
security interest granted in this Item 20. Any surplus shall be paid to Tenant
or as otherwise required by law, and Tenant shall pay any deficiencies
forthwith. Upon request by Landlord, Tenant agrees to execute and deliver to
Landlord a financing statement in form sufficient to perfect the security
interest oaf Landlord in the aforementioned property and proceeds thereof under
the provisions of the Uniform Commercial Code then in force in the State of
Florida.


 


21.           SUBORDINATION.  In
consideration of the execution of this Lease by Landlord, Tenant accepts this
Lease subject to any deeds of conveyance and any deeds of trust, master leases,
security interests or mortgages and all renewals, modifications, extensions,
spreads, consolidations and replacements of the foregoing which might now or
hereafter constitute a lien upon the Building (or the land upon which it is
situated) or improvements therein or thereon or upon the Premises and to zoning
ordinances and other Building and fire ordinances and governmental regulations
relating to the use of the property (hereinafter collectively referred to as a
“superior interest”. Although no instrument or act on the part of Tenant shall
be necessary to effectuate such subordination, Tenant shall, nevertheless, for
the purpose of confirmation, at any time hereafter, on demand in the form(s)
prescribed by Landlord, execute any instruments, estoppel certificates,
releases or other documents that may be requested or required by any purchaser
or any holder of any superior interest for the purpose of subjecting and
subordinating this Lease to such deed of conveyance or to the lien of any such
deed of trust, master lease, security interest, mortgage, or superior interest.
Tenant hereby appoints Landlord attorney-in-fact, irrevocably, to execute and
deliver any such instrument or document for Tenant should Tenant fail or refuse
to do so.


 


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22.           QUIET ENJOYMENT. Provided Tenant has fully, duly and timely
performed all of the terms, covenants, agreements and conditions of this Lease
on its part to be performed, including the payment of Rent, Additional Rent and
all other sums due hereunder, Tenant shall peaceably and quietly hold and enjoy
the Premises, except as described in Item 21 above, against Landlord and all
persons claiming by, through or under Landlord, for the Term (as may be
extended) herein described, subject to me provisions and conditions of this
Lease.


 


23.           SECURITY DEPOSIT. 
Upon Tenant’s execution of this Lease, Tenant shall pay a security
deposit of five thousand nine hundred ten dollars and forty-two cents
($5,910.42) (which equates to the amount of the last month’s rent) for the
performance by Tenant of all the terms, covenants and conditions of this Lease
upon Tenant’s part to be performed. Unless required to do so by law, Landlord
shall have no obligation to segregate such security deposit from any other
funds of Landlord, and interest earned on such security deposit, if any, shall
belong to Landlord.   Security deposits
shall not be considered advance payments of Rent or a measure of Landlord’s
damages, in the case of a default by Tenant. The security deposit shall be
returned to Tenant within thirty (30) days after the Expiration Date, provided
Tenant has fully performed its obligations hereunder. Regardless of any
permitted assignment of this Lease by Tenant, Landlord may return the security
deposit to the original Tenant in the absence of evidence satisfactory to
Landlord of an assignment of the right to receive the security deposit or the
balance thereof, which shall satisfy in full Landlord’s obligation to return
the security deposit. Landlord shall have the right to apply any part of said
security deposit to cure any default of Tenant and if Landlord does so, Tenant
shall upon demand deposit with the Landlord the amount so applied so that
Landlord shall have the full security deposit on deposit at all times during
the Term of this Lease. In the event of a sale or lease of the Building subject
to this Lease, Landlord shall transfer the security deposit to the Purchaser or
lessee, and Landlord shall thereupon be released from all liability for the
return of such security deposit and Tenant shall look solely to the successor
Landlord for the return of the security deposit. This provision shall apply to
every transfer or assignment made of the security deposit to a successor
Landlord. The security deposit shall not be assigned or encumbered by Tenant
without the prior written consent of Landlord and any such unapproved assignment
or encumbrance shall be void.


 


24.           MECHANIC’S LIENS. 
Tenant is prohibited from making, and agrees not to make, alterations in
the Premises, except as permitted by Item 13, and Tenant shall not permit any
mechanic’s lien or liens to be placed upon the Premises or the Building or
improvements thereon during the Term (as may be extended) hereof caused by or
resulting from any work performed, materials furnished or obligation incurred
by or at the request of Tenant, and in the case of the filing of any
such lien, Tenant will promptly pay or statutorily bond same. If default in
payment or statutory bonding thereof shall continue for ten (10) days after
written notice thereof from Landlord to Tenant, Landlord shall have the right
and privilege, at Landlord’s option, of paying the same or any portion thereof
without inquiry as to the validity thereof, and any amounts so paid, including
expenses, interest, and attorney’s fees, shall be so much additional
indebtedness hereunder due from Tenant to Landlord and shall be repaid to
Landlord immediately on rendition of a bill therefor, together with interest
per annum at the maximum rate permitted by law until repaid, and if not so paid
within ten (10) days of the rendition of such bill, shall constitute default under
Item 19 hereof.


 


The interest of Landlord shall
not be subject to liens for improvements made by Tenant in or to the Premises
or the Building. Tenant shall notify every contractor making such improvements
of the provision set forth in the immediately preceding sentence of this
paragraph. The parties agree, should Landlord so request, to execute,
acknowledge and deliver without charge to the other a Memorandum of Lease in
recordable form containing a confirmation that the interest of Landlord (as well
as those parties holding interests superior to, or inferior to, Landlord) shall
not be subject to liens for improvements made by Tenant to the Premises or the
Building.


 


14

















 


25.           FORCE
MAJEURE.  Whenever a period of time is herein
prescribed for action to be taken by Landlord, Landlord shall 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 material, theft, crime, fire, public enemy, injunction, insurrection,
court order, requisition of governmental body or authority, war, governmental
laws, regulations or restrictions or any other causes of any kind whatsoever
which are beyond the absolute control of Landlord.


 


26.           SEVERABILITY.  If any clause or provision of this Lease is
illegal, invalid or unenforceable under present or future laws effective during
the Term (as may be extended) of this Lease, then and in that event, it is the
intention of the parties hereto that the remainder of this Lease shall not be
affected thereby.


 


27.           HOLDING
OVER.  The failure of Tenant
to surrender the Premises on the date provided herein for the expiration of the
Term (as may have been theretofore extended) of this Lease (or at the time this
Lease may be terminated otherwise by Landlord), and the subsequent holding over
by Tenant, with or without the consent of Landlord, shall result in the
creation of a tenancy at will at double the Rent payable at the time of the
date provided herein for the expiration of this Lease or at the time this Lease
may be terminated otherwise by Landlord. This provision does not give Tenant
any right to hold over at the expiration of the Term (as may have been
heretofore extended) of this Lease, and shall not be deemed, the parties agree,
to be a renewal of the Lease Term (as may have been heretofore extended),
either by operation of law or otherwise.


 


28.           RELOCATION.  If the premises consist of less than two
thousand five hundred (2,500) square feet, Landlord may at any time during the
Term (as may be extended) of this Lease relocate Tenant and substitute for the
Premises other space (which would then become the “Premises” for the purpose of
this Lease) in the Building. The parties expressly agree that Landlord shall
pay the reasonable physical moving costs of such relocation, but shall not be
responsible for any other losses, expenses, costs, damage or injuries of any
nature whatsoever. Tenant’s new space shall be comparable to the Premises
hereby leased. Tenant shall relocate within thirty (30) days (or such
additional time as Landlord may direct) of Landlord’s written notice to Tenant
that Tenant do so, Tenant’s failure to relocate timely shall be a Default (see
Item 19 of this Lease), no curative notice of any nature (after the expiration
of such 30 day or additional period) to be due Tenant from Landlord. Upon such
a Default by Tenant, Landlord shall have all the rights and remedies described
in said Item 19.


 


29.           RENT
SEPARATE COVENANT.  Tenant
shall not for any reason withhold or reduce Tenant’s required payments of Rent,
Additional Rent and other charges provided in the Lease, it being expressly
understood and agreed contractually by the parties that the payment of Rent and
Additional Rent is a contractual covenant by Tenant that is independent of the
other covenants of the parties under this Lease.


 


30.           JOINT AND SEVERAL LIABILITY; CHANGE IN
BUSINESS FORM.  If two or more
individuals, corporations, partnerships, or other business associations (or any
combination of two or more thereof) shall sign this Lease as Tenant, the
liability of each such individual, corporation, partnership or other business
association to pay Rent and Additional Rent and perform all other obligations hereunder
shall be deemed to be joint and several. In like manner, if Tenant is a
partnership or other business association, the members of which are, by virtue
of statute or general law, subject to personal liability, the liability of each
such member shall be joint and several. Tenant may not and shall not change or
convert its business form and/or composition in any way whatsoever without
Landlord’s prior, written and solely discretionary consent.


 


31.           ABSENCE OF OPTION.  The
submission of this Lease for examination does not constitute a reservation of
or option for the Premises, and this Lease becomes effective only upon
execution and delivery thereof by Landlord.


 


15

















 


32.           CORPORATE TENANCY.  If
Tenant is a corporation, the undersigned officer of Tenant hereby warrants and
certifies to Landlord that Tenant is a corporation in good standing and is
authorized to do business in the State of Florida. The undersigned officer of
Tenant hereby further warrants and certifies to Landlord that he or she, as
such officer, is authorized and empowered to bind the corporation to the terms
of this Lease by his or her signature thereto. Landlord, before it accepts and
delivers this Lease, may require Tenant to supply it with a certified copy of
the corporate resolution authorizing the execution of this Lease by Tenant. If
Tenant is a corporation (other than one whose shares are regularly and publicly
traded on a recognized stock exchange), Tenant represents that the ownership
and power to vote its entire outstanding capital stock belongs to and is vested
in the officer or officers executing this Lease or members of his, her or their
immediate family. If there shall occur any change in the ownership of and/or
power to vote the majority of the outstanding capital stock of Tenant, whether
such change of ownership by sale, assignment, bequest, inheritance, operation
of law or otherwise, without the prior written discretionary consent of
Landlord, then Landlord shall have the option to terminate this Lease upon
thirty (30) days’ written notice to Tenant so stating, furthermore, Tenant
shall have an affirmative obligation to notify immediately Landlord of any such
change.


 


33.           BROKERAGE COMMISSION. 
Carter & Associates, L.L.C. d/b/a Carter & Associates, L.L.C.,
L.C., a Georgia L.L.C., (“Carter”) has represented Landlord in connection with
this Lease. Carter shall be paid a commission by Landlord pursuant to the terms
of a separate agreement. Tenant warrants that there are no other claims aside
from those stated above for broker’s commissions or finder’s fees in connection
with its execution of this Lease and agrees to indemnify and save Landlord
completely harmless from any liability that may arise from such claim,
including reasonable attorney’s fees.


 


34.           LANDLORD’S DEFAULT. 
Landlord shall in no event be charged with default in the performance of
any of its obligations under this Lease unless and until Landlord shall have
failed to perform such obligations within ten (10) days (or within such
additional time as is reasonably required to remedy any such default) after
written notice to Landlord by Tenant properly specifying and detailing the
particulars of wherein and whereby Tenant claims Landlord has failed to perform
any such obligations. If the holder of record of the first mortgage covering
the Premises shall have given prior written notice to Tenant that it is the
holder of such first mortgage and such notice includes the address at which
notices to such mortgagee are to be sent, then Tenant shall give such
mortgagees notice simultaneously with any notice given to Landlord to correct
any default of Landlord as herein above provided. Such mortgagee shall have the
right within thirty (30) days (or within such additional time as is reasonably
required to correct any such default) after receipt of such notice to correct
or remedy such default before Tenant may take any action under this Lease by reason of such default. Any
notice of default given Landlord by Tenant shall be null and void unless
simultaneous notice has been given by Tenant to said first mortgagee. It is
specifically understood and agreed, anything in this Lease to the contrary
notwithstanding, that there shall be no personal liability on Landlord (nor on
Landlord’s officers, principals, agents and employees) with respect to any of
the covenants, conditions or provisions of this Lease; in the event of a breach
or default by Landlord of any of its obligations under this Lease; Tenant shall
look solely to the equity of Landlord in the Building for the satisfaction of
Tenant’s remedies, and in absolutely no event shall Landlord be liable for
prospective profits or special, indirect, or consequential damages. Likewise,
anything in this Lease to the contrary notwithstanding, in no event shall
Tenant have the right to terminate this Lease as a result of any default by
Landlord, but rather, Tenant’s remedies against Landlord shall be solely
limited to a claim for damages and/or a claim for injunction except for as
provided for in Paragraphs 15 and 17.


 


35.           NOTICES.  Any notice or document required or permitted
to be delivered hereunder shall be deemed to be delivered or given when (a)
actually received or (b) signed for or “refused” as indicated on the postal
service return receipt. Delivery shall and must be by personal delivery or


 


16

















 


by United States mail, postage prepaid, certified or registered mail,
addressed to the parties hereto at the respective address set out opposite
their names below, or at such other address as they may hereafter specif6y by
written notice delivered in accordance herewith:


 


	
  LANDLORD:

  	
   

  	
  EDGEWORD GENERAL PARTNERSHIP

  
	
   

  	
   

  	
  c/o Carter & Associates

  
	
   

  	
   

  	
  1408 North Westshore Boulevard, Suite 512

  
	
   

  	
   

  	
  Tampa, Florida 33607

  
	
   

  	
   

  	
   

  
	
  TENANT:

  	
   

  	
  HR Logic, Inc.

  
	
   

  	
   

  	
  1408 North Westshore Boulevard, Suite 200

  
	
   

  	
   

  	
  Tampa, Florida 33607

  
	
   

  	
   

  	
   

  
	
  COPY TO:

  	
   

  	
  HR Logic, Inc.

  
	
   

  	
   

  	
  Attn: Christina Harris

  
	
   

  	
   

  	
  402 43rd Street

  
	
   

  	
   

  	
  West Bradenton, Florida
  34209

  



 


36.           INSURANCE.  Tenant shall not conduct or permit to be conducted any activity,
or place any equipment, materials or other items in, on or about the Premises
or the Building, which will in any way increase the rate of fire or liability
or casualty insurance on the Building. Should Tenant fail to comply with the
foregoing covenant on its part to be performed, Tenant shall reimburse Landlord
for such increased amount upon written demand therefor from Landlord, the same
to be considered Additional Rent payable hereunder.


 


Tenant
shall, at Tenant’s sole expense, obtain and keep in force at all times during
the Term (as maybe extended) of this Lease comprehensive general liability
insurance, including property damage, on an occurrence basis, with limits of
not less than One Million Dollars ($1,000,000.00) combined Single limit,
insuring Landlord and Tenant against any liability arising out of the
ownership, use, occupancy or maintenance of the Premises and all areas
appurtenant thereto, with Landlord named as an additional insured. The limit of
said insurance shall not, however, limit the liability of Tenant hereunder.
Tenant may carry said insurance under a blanket policy, provided an endorsement
naming Landlord as an additional insured is attached thereto. Tenant shall
furnish Landlord with a Certificate of Insurance, confirming that Landlord has
been named as an additional insured and providing for written notice to
Landlord in the event of any change or termination in the maintenance of such
insurance.


 


Tenant
shall maintain insurance upon all property in the Premises owned by Tenant or
for which Tenant is legally liable. Tenant shall maintain insurance against
such other perils and in such amounts as Landlord may in writing from time to
time require. The insurance required to be obtained and maintained under this
Lease shall be with a company or companies licensed to issue the relevant
insurance and licensed to do business in the State of Florida. Such insurance
company or companies shall each have a policyholder’s rating of no less that
“A” in the most recent edition of Best’s Insurance Reports. No policy shall be
cancelable or subject to reduction of coverage except after thirty (30) days’
prior written notice to Landlord. All policies of insurance maintained by
Tenant shall be in a form, and shall have a substance, acceptable to Landlord
with satisfactory evidence that all premiums have been paid. Tenant agrees not
to


 


17

















 


violate or permit to be
violated any of the conditions of provisions of the insurance policies required
to be furnished hereunder, and agrees to promptly notify Landlord of any fire,
loss or other casualty. If Tenant fails to procure and maintain insurance as
required hereunder, Landlord may do so, and Tenant shall, on written demand, as
Additional Rent, reimburse Landlord for all monies expended by Landlord to
procure and maintain such insurance within five (5) days of the receipt of such
demand.


 


Tenant
hereby waives and releases Landlord of and from any and all liabilities, claims
and losses for which Landlord is or may be held liable to the extent Tenant
receives or is entitled to receive insurance proceeds on account thereof. .


 


Upon
Landlord’s written request for same, Tenant will provide Landlord with written
evidence of Tenant’s compliance with its obligations under this Item 36.


 


37.           RECORDING. 
This Lease shall not be recorded without Landlord’s prior written
discretionary consent.


 


38.           STATUTORILY
MANDATED NOTIFICATION. As
required by F.S. 404.056(8), Landlord hereby notifies Tenant as follows: “RADON
GAS: Radon is a naturally occurring radioactive gas that, when it has
accumulated in a Building in sufficient quantities, may present health risks to
persons who are exposed to it over time. Levels of radon that exceed federal
and state guidelines have been found in Buildings in Florida. Additional
information regarding radon and radon testing may be obtained from your county
public health unit.”


 


39.           NON-DISCLOSURE. 
Tenant agrees that it will not divulge or disclose to third parties the
terms, provisions and conditions of this Lease with the sole exception being to
Tenant’s accounting firm. Tenant’s breach of this Item 39 shall constitute a
Default under Item 19 of this Lease, no curative notice to Tenant from Landlord
being required.


 


40.           HAZARDOUS MATERIALS. 
Tenant shall not cause or permit any Hazardous Materials (as hereinafter
defined) to be brought upon, kept or used in or about the Premises or the
Building by Tenant, its agents, principals, employees, assigns, subtenants,
contractors, consultants or invitees without prior written consent of Landlord,
which consent may be withheld for any reason whatsoever or for no reason at
all. If Tenant breaches the obligations stated in the immediately preceding
sentence, or if the presence of Hazardous Material on the Premises or around
the Building caused or permitted by Tenant (or the aforesaid others) results in
contamination of the Premises or the Building or the surrounding area(s), or if
contamination of the Premises or the Building or the surrounding area(s) by
Hazardous Material otherwise occurs for which Tenant is legally, actually or
factually liable or responsible to Landlord (or any party claiming by, through
or under Landlord) for damages, losses, costs or expenses resulting therefrom,
then Tenant shall fully and completely indemnify, defend and hold harmless
Landlord (or any party claiming by, through or under Landlord) from any and all
claims, judgments, damages, penalties, fines, costs, liabilities or losses
[including, without limitation: (i) diminution in the value of the Premises
and/or the Building and/or the land on which title Building is located and/or
any adjoining area(s) which Landlord owns or in which it holds a property
interest; (ii) damages for the loss or restriction on use of rentable or usable
space of any amenity of the Premises, the Building or the land on which the
Building is located; (iii) damages arising from any adverse impact on marketing
of space; and (iv) any sums paid in settlement of claims, attorney’s fees,
consultants’ fees and expert fees] which arise during or after the Term of this
Lease, as may be extended, as a consequence of such contamination. This
indemnification of


 


18

















 


Landlord by Tenant includes, without limitations, costs incurred in
connection with any investigation of site conditions or any clean-up, remedial,
removal or restoration work required by any federal, state or local
governmental agency or political subdivision because of Hazardous Material
present in the soil or ground water on o£ under the Premises or the Building.
Without limiting the foregoing, if the presence of any Hazardous Material on,
under or about the Premises, the Building or the surrounding area(s) caused or
permitted by Tenant (or the aforesaid others) results in any contamination of
the Premises, the Building or the surrounding area(s), Tenant shall immediately
take all actions at its sole expense as are necessary or appropriate to return
the Premises, the Building and the surrounding area(s) to the condition
existing prior to the introduction of any such Hazardous Material thereto;
provided that Landlord’s prior written discretionary approval of such actions
by Tenant shall be first obtained. The foregoing obligations and
responsibilities of Tenant shall survive the expiration or earlier termination
of this Lease.


 


As used herein, the term “Hazardous Material” means any hazardous or
toxic substance, material or waste, including, but not limited to, those
substances, materials, and wastes listed in the United States Department of
Transportation Hazardous Materials Table (49 CFR 172.101) or by the
Environmental Protection Agency as hazardous substances (40 CFR Part 302) and
amendments thereto, or such substances, materials and wastes that are or become
regulated under any applicable local, state or federal law. “Hazardous
Material” includes any and all material or substances which are defined as
“hazardous waste”, “extremely hazardous waste” or a “hazardous substance” pursuant
to state, federal or local governmental law. “Hazardous Substance” includes,
but is not restricted to asbestos, polychlorobiphenyls (“PCB’s”) and petroleum.
Tenant shall be able to store and use normal office cleaning materials.


 


Landlord and its agents shall have the right, but not the duty, to
inspect the Premises -at any time and from time to time to determine whether
Tenant is complying with the terms of this Item 40. If Tenant is not in
compliance with this Item 40, Landlord shall have the right to immediately
enter upon the Premises to remedy any contamination caused by Tenant’s failure
so to comply, notwithstanding any other provision of this Lease. Landlord shall
use its best efforts to minimize interference with Tenant’s business, but shall
not be liable for any interference caused thereby.


 


Tenant shall not (either with or without negligence) cause or permit
the escape, disposal or release of any biologically or chemically active or
other hazardous substances, or materials. Tenant shall not allow the storage or
use of such substances or materials in any manner not sanctioned by law of by
the highest standards prevailing in the industry for the storage and use of
such substances or materials, nor allow to be brought into the Project any such
materials or substances except to use in the ordinary course of Tenant’s
business, and then only after written notice is given to Landlord of the
identity of such substances or materials. Without limitation, hazardous
substances and materials shall include those described in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, 42
U.S.C. Section 9601 et seq., any applicable state or local laws and the
regulations adopted under these acts. If any lender or governmental agency
shall ever require testing to ascertain whether or not there has been any
release of hazardous materials, then the reasonable costs thereof shall be
reimbursed by Tenant to Landlord upon demand as additional charges if such
requirement applies to the Premises. In addition, Tenant shall execute
affidavits, representations and the like from time to time at Landlord’s
request concerning Tenant’s best knowledge and belief regarding the presence of
hazardous substances or materials on the Premises. In all events, Tenant shall
indemnify Landlord in the manner elsewhere provided in this lease from any
release of hazardous materials on the Premises occurring while Tenant is in
possession, or elsewhere if caused by Tenant or persons acting under Tenant.
The within covenants shall survive the expiration or earlier termination of the
lease term.


 


19

















 


Any non-compliance by Tenant with its duties,
responsibilities and obligations under this Item 40 shall be an “automatic” (no
notice of any nature from Landlord to Tenant being required) default of this
Lease (see Item 19).


 


41.           NOTICE TO OWNERS, PROSPECTIVE TENANTS AND
BUYERS OF REAL PROPERTY REGARDING “THE AMERICANS WITH DISABILITIES ACT”.  Please be advised that a Tenant of real property may be subject to the Americans With
Disabilities Act (the ADA), a Federal law codified at 42 USC Section 12101
et seq. Among other requirements of the ADA that could apply to your property,
Title III of the ADA requires Tenants of “public accommodations” to remove
barriers to allow access by disabled persons and provide auxiliary aids and
services for hearing, vision or speech impaired persons by January 26,
1992. The regulations under Title III of the ADA are codified at 28 CFR Part
36.


 


We
recommend that you and your attorney review the ADA and the regulations, and,
if appropriate, your lease, to determine if this law could apply to you, and
the nature of the requirements. These are legal issues. You are responsible for
conducting your own independent investigation of these issues. The Landlord
cannot give you legal advice on these issues.


 


42.           AMENDMENTS.  This
Lease contains the entire agreement between the parties hereto and may not be
altered, changed or amended, except by written instrument signed by both
parties hereto. No provision of this Lease shall be deemed to have been waived
by Landlord unless such waiver is in writing signed by Landlord and addressed
to Tenant, nor shall any custom or practice which may grow up between the parties
in the administration of the provisions hereof be construed to waive or lessen
the right of Landlord to insist upon the performance by Tenant in strict
accordance with the terms hereof. The terms, provisions, covenants, and
conditions contained in this Lease shall apply to, inure or the benefit of, and
be binding upon the parties hereto, and upon their respective successors in
interest and legal representative, except as otherwise herein expressly
provided,


 


The
parties each acknowledge that they have thoroughly read and understand this
Lease (to include its Exhibits and attachments) in its entirety, that they are
completely familiar with each, every, any and all of the terms, covenants,
provisions and conditions set
forth therein, and mat there are no other representations, promises, covenants,
assurances, conditions, statements, understandings, warranties or agreements
(collectively, “Representations”) concerning this Lease which do not appear in
writing therein. This Lease supersedes and revokes all previous negotiations,
arrangements, letters of intent, offers to lease, lease proposals, brochures,
Representations, and information or data conveyed, whether oral or in writing,
between the parties and/or their respective representatives or any other person(s)
purporting to represent either Landlord or Tenant. Each party acknowledges that
it has not been induced to enter into this Lease by any Representations not
expressly set forth herein. The parties further acknowledge that the terms and
provisions contained within this Lease have been fully, freely and fairly
negotiated by and between them.


 


20

















 


IN
WITNESS WHEREOF, the parties, either for themselves or by and through their
undersigned, duly authorized representatives, have executed this Lease for the
purpose therein expressed.


 


	
  Signed,
  sealed and delivered

  in
  the presence of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TENANT:

  	
   

  
	
   

  	
   

  	
  HR
  LOGIC, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
  /s/
  Joseph Bello

  
	
   

  	
  Witness 1 as to Lessor

  	
   

  	
  Name:

  	
  Joseph
  Bello

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Operating Officer

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Witness 2 as to Lessor

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LANDLORD

  EDGEWOOD
  GENERAL PARTNERSHIP

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
  /s/  David Henry Simon

  
	
   

  	
  Witness 1 as to Landlord

  	
   

  	
  Name:

  	
  David
  Henry Simon

  
	
   

  	
   

  	
  Title:

  	
  President,
  Daper Tampa, Inc., a General

  
	
  By:

  	
   

  	
   

  	
   

  	
  Partner
  of Edgewater General Partnership

  
	
   

  	
  Witness 2 as to Landlord

  	
   

  	
   

  	
   

  
						



 


21

















 


EXHIBIT A


PREMISES


 


EXHIBIT B


LANDLORD’S WORK


 


EXHIBIT C


BUILDING RULES AND REGULATIONS


 


EXHIBIT D


LEGAL DESCRIPTION


 


 


Exhibits are available
upon request


 


22