**Exhibit
      10.6 - Lease Agreement Dated September 20, 2005**


OFFICE/WAREHOUSE
      LEASE





ARTICLE
      ONE: DEFINITIONS








Section
      1.1.  Date
      of Lease :  __ September
      20, ______,
      2005.





Section
      1.2.  Commencement
      Date :
      The
      date on which the term of this Lease and the accrual of Rent begins which shall
      be September 15, 2005 (the "Commencement Date").





Section
      1.2.1.  Landlord :
      Penn
      Florida Venture IV, a Florida limited partnership. Address of Landlord: C/O
      Penn-Florida Capital, Corp., 1515 North Federal Highway, Suite 306, Boca Raton,
      Florida 33432.





Section
      1.3. Landlord's
      Work .
      TTenant
      accepts the Premises in “AS-IS” condition.





Section
      1.4. Building .
      The
      office/warehouse improvements comprising a part of the Project in which the
      Premises are located.





Section
      1.5. Tenant :
      Adsouth, Inc. as a Florida corporation


Mailing
      Address of Tenant: 1141 South Rogers Circle, #11


Boca
      Raton, Florida 33487





Section
      1.6. Project .
      The
      office/warehouse project located at **** 1141
      South Rogers Circle, Boca Raton, Florida, consisting of 70,927 square feet
      of
      rentable area.





Section
      1.7. Premises :
      Suites
      10, 11 and 12, of the Project which Landlord and Tenant agree contains 20,394
      square feet of rentable floor area.





Section
      1.8. Lease
      Term :  Commencing
      on the Commencement Date and ending on hundred twenty three (123) full calendar
      months after the Commencement Date.





Section
      1.9. Lease
      Year or Year .
      A
      twelve (12) full calendar month period beginning on the Commencement Date and
      each anniversary of the Commencement Date thereafter.





Section
      1.10.  Landlord's
      Broker :
      Penn-Florida Realty Corp.





Section
      1.11.  Tenant's
      Broker :
      N/A




Section
      1.12.  Operating
      Expenses :
      All
      expenses of every kind incurred by Landlord with respect to the ownership,
      management, operation, insuring, improvement, replacement, promotion and
      maintenance of the Project including, without limitation, insurance premiums,
      waste removal, lighting, drainage, utilities and other services provided through
      Landlord or to the common areas of the Project, any property taxes, assessments,
      governmental charges and owners' dues of any kind and nature whatsoever. All
      such Operating Expenses shall be recorded on a accrual basis and in accordance
      with acceptable principles of sound management and accounting practices
      applicable to similar projects.





Section
      1.13. Security
      Deposit :
      (This
      section intentionally left blank).





Section
      1.14. Base
      Rent :
      For the
      initial Lease Year Base Rent shall be Two Hundred Thirty-Four Thousand Five
      Hundred Thirty-One Dollars and 00/100 ($234,531.00) which amount shall be
      adjusted as provided herein for each Lease Year after the initial Lease Year.
      Payment of Base Rent shall commence on the first day following the Commencement
      Date.





Provided
      Tenant faithfully performs all terms and conditions of the Lease during the
      term
      hereof, Tenant’s obligation to pay Base Rent under this Lease shall be abated in
      months one(1) through three (3) of the Lease Term.





If
      Tenant
      at any time breaches any term or covenant required to be performed by Tenant
      under this Lease, Landlord may, in addition to all other rights or remedies
      it
      may have, rescind the abatement and receive all the base rent which Landlord
      would have otherwise received from Tenant had there been no period of abatement.
      Abatement shall apply to payment of Base Rent and additional Rent only and
      shall
      not be applicable to any other charges, expenses or cost payable by Tenant
      under
      this Lease. Landlord’s failure to rescind the abatement of rent provided for
      hereunder as a result of any default by Tenant shall not be deemed to be a
      waiver of Landlord’s right to so rescind on any subsequent default by
      Tenant.





Section
      1.15.  Additional
      Rent: Tenant's
      Proportionate Share of Operating Expenses, sales or other taxes, taxes imposed
      on rents to use the Premises which Tenant shall pay and any other amounts
      payable by Tenant pursuant to the terms of this Lease.





Section
      1.16.  Initial
      Rent :
      The
      amount of Fifty-Four Thousand Five Hundred Eighty-Eight Dollars and Sixty-Two
      Cents ($54,588.62) on account of the first and second months’ gross rent of the
      Lease Term.





Section
      1.17. Discount
      Rate :
      The
      percentage rate which is equal to the equivalent yield on U.S. Treasury
      obligations having a maturity as near as possible to the remaining term of
      this
      Lease as reported in the *Wall
      Street Journal* on the
      date in question.





Section
      1.18.  Rent :
      Base
      Rent, and Additional Rent, and all other charges due in accordance
      herewith.


I
 **Exhibit
          10.6 - Lease Agreement Dated September 20,
          2005**





Section
      1.19.  Tenant's
      Proportionate Share :
      Twenty-eight and seventy-five of one hundredths percent (28.75%) which is the
      amount that is the percentage determined by dividing the rentable area of the
      Premises by the rentable area of the Project.





Section
      1.20. Calendar
      Month .
      The
      period of time beginning on the first day of any given calendar month and
      continuing until the last day of such month, partial months shall not be
      considered a full calendar month.





ARTICLE
      TWO: LEASE
      TERM .





Section
      2.1.  Lease
      of Premises For Lease Term :
      Landlord leases the Premises to Tenant and Tenant leases the Premises from
      Landlord for the Lease Term. Promptly after the Commencement Date, Landlord
      and
      Tenant shall execute a memorandum in the form attached hereto as Exhibit "B"
      acknowledging the Commencement Date and the Lease Term.





Section
      2.2.  Delay
      In Commencement :
      Landlord shall not be liable to Tenant if Landlord does not deliver possession
      of the Premises to Tenant on the Estimated Commencement Date and such failure
      to
      deliver shall not affect this Lease or the obligations of Tenant under this
      Lease. If Landlord does not deliver possession of the Premises to Tenant within
      one hundred eighty days (180) days after the Estimated Commencement Date, Tenant
      may elect to cancel this Lease by giving written notice to Landlord within
      ten
      (10) days after the one hundred eighty day (180) day period ends. If Tenant
      gives such notice, the Lease shall be canceled and neither Landlord nor Tenant
      shall have any further obligations to the other. If Tenant does not give such
      notice, Tenant's right to cancel the Lease shall expire and the Lease Term
      shall
      commence upon the delivery of possession of the Premises to Tenant.





Section
      2.3.  Early
      Occupancy :
      If
      Tenant occupies the Property prior to the Commencement Date, Tenant's occupancy
      of the Property shall be subject to all of the provisions of this Lease. Early
      occupancy of the Property shall not advance the expiration date of this Lease.
      Tenant shall pay Base Rent and all other charges specified in this Lease for
      the
      early occupancy period.





Section
      2.4.  Holding
      Over :
      Tenant
      shall vacate the Premises upon the expiration or earlier termination of this
      Lease. Tenant shall reimburse Landlord for and indemnify Landlord against all
      damage incurred by Landlord from any delay by Tenant in vacating the Premises.
      If Tenant does not vacate the Premises upon the expiration or earlier
      termination of the Lease and Landlord thereafter accepts rent from Tenant,
      Tenant's occupancy of the Premises shall be a tenancy at sufferance, subject
      to
      all of the terms of this Lease, except that the Base Rent then in effect shall
      be increased to be the maximum allowed by Florida law.





ARTICLE
      THREE: BASE
      RENT





Section
      3.1.  Time
      and Manner of Payment :
      Tenant
      agrees to pay Landlord the Base Rent, without notice or demand, in equal monthly
      installments in advance, on or before the first day of each and every successive
      calendar month during the Lease Term. Rent for any period which is for less
      than
      one (1) month shall be a prorated portion of the monthly installment provided
      herein based upon a thirty (30) day month. Said rental shall be paid to
      Landlord, without deduction or offset, in lawful money of the United States
      of
      America and payable at Landlord's address or at such other place as Landlord
      may
      from time to time designate in writing.





Section
      3.2.  Base
      Rent Adjustment :
      The
      Base Rent shall be increased on each anniversary date of the Commencement Date
      so that the Base Rent for the ensuing Lease Year shall be equal to the Base
      Rent
      for the Lease Year then ending multiplied by 105%.





ARTICLE
      FOUR: OPERATING
      EXPENSES; OTHER CHARGES PAYABLE BY TENANT .




Section
      4.1.  Operating
      Expenses :
      Tenant
      shall pay monthly as Additional Rent an amount equal to one-twelfth (1/12th)
      of
      Tenant's Proportionate Share of the estimated Operating Expenses. For the period
      from the Commencement Date to the date of the first adjustment as provided
      below, Tenant shall pay Six Thousand Eighty-Four Dollars and Twenty-One Cents
      ($6,084.21) per month as the estimated Tenant's Proportionate Share of Operating
      Expenses. Each calendar year on or before April 1, or as soon thereafter as
      is reasonably possible, Landlord shall deliver to Tenant a statement setting
      forth Landlord's reasonable estimate of the Operating Expenses for the then
      current calendar year and shall furnish to Tenant a statement (the "Expense
      Statement") which shall set forth the actual Operating Expenses for the prior
      calendar year. Tenant shall continue to pay monthly installments in the current
      amount until Tenant receives notice of a change in payment from Landlord and
      thereafter each monthly installment will be increased by a prorata portion
      of
      the amount by which the payments which have been made in the calendar year
      are
      less than the amount due at the increased installment rate. Landlord agrees
      to
      keep true and accurate records of the Operating Expenses of the Building in
      accordance with generally accepted accounting principles. After delivery of
      the
      Expense Statement, there shall be an adjustment between Landlord and Tenant
      such
      that after said adjustment Tenant will have paid the Additional Rent amount
      due
      in accordance with this section. Payment pursuant to said adjustment to Landlord
      or Tenant, as the case may be, shall be made within thirty (30) days from the
      date of Tenant's receipt of the Expense Statement. For any period less than
      a
      full calendar month or year, Tenant's Additional Rent under this section shall
      be prorata based on actual expenses for that calendar year or month. In the
      event that less than ninety-five percent (95%) of the total square footage
      in
      the Project is occupied by tenants at all times during any calendar year, then
      Operating Expenses for such year shall include all additional costs, expenses
      and disbursements that Landlord reasonably determines would have been incurred
      had ninety-five percent (95%) of the total square footage in the Project been
      occupied at all times during such year by tenants.





Section
      4.2.  Personal
      Property Taxes .





(i)  Tenant
      shall pay all taxes charged against trade fixtures, furnishings, equipment
      or
      any other personal property belonging to Tenant. Tenant shall exert Tenant's
      best efforts to have personal property taxed separately from the
      Premises.


II
 **Exhibit
          10.6 - Lease Agreement Dated September 20,
          2005**





(ii)  If
      any of
      Tenant's personal property is taxed with the Premises, Tenant shall pay Landlord
      the taxes for the personal property within ten (10) days after Tenant receives
      a
      written statement from Landlord for such personal property taxes.





Section
      4.3.  Utilities :
      Tenant
      shall pay, directly to the appropriate supplier, the cost of all natural gas,
      heat, light, power, sewer service, telephone, water, refuse disposal and other
      utilities and services supplied to the Premises. However, if any services or
      utilities are jointly metered with other portions of the Project, Landlord
      shall
      include such costs in Operating Expenses. Landlord reserves the right to require
      Tenant to install separate meters for any utility service supplied through
      joint
      meters which installation cost shall be Tenant's expense.





Section
      4.4.  Insurance
      and Indemnity :





(a)  Liability
      Insurance .
      Tenant
      shall, at Tenant's sole cost and expense, obtain and keep in force during the
      term of this Lease a policy of Combined Single Limit, Bodily Injury and Property
      Damage insurance insuring Landlord and Tenant against any liability arising
      out
      of the ownership, use, occupancy or maintenance of the Premises and all areas
      appurtenant thereto. Such insurance shall be provided through a combined single
      limit policy in an amount not less than $1,000,000 per occurrence. The policy
      shall insure performance by Tenant of the indemnity provision of this Section.
      The limits of said insurance shall not, however, limit the liability of Tenant
      hereunder. Executed copies of such policies of insurance or certificates thereof
      shall be delivered to the Landlord within thirty (30) days after the
      Commencement Date.





(b)  Premises
      Insurance .





(i)  Landlord
      shall obtain and keep in force during the term of this Lease a policy or
      policies of insurance covering loss or damage to the Project, in the amount
      of
      the full replacement value thereof, as the same may exist from time to time,
      but
      in no event less than the total amount required by lenders having liens on
      the
      Premises, against all perils included within the classification of fire,
      extended coverage, vandalism, malicious mischief, flood (in the event same
      is
      required by a lender having a lien on the Project), and special extended perils
      ("all risk" as such term is used in the insurance industry). Said insurance
      shall provide for a payment of loss thereunder to Landlord or to the holder
      of
      mortgages or deeds of trust on the Premises. The Tenant shall, in addition,
      obtain and keep in force during the term of this Lease a policy of rental value
      insurance covering Rent and Operating Expenses for a period of one year, with
      loss payable to Landlord. Tenant shall pay the cost of such insurance directly
      and provide Landlord proof of such insurance and payment of the premiums
      therefor.





(ii)  Tenant
      shall pay for any increase in the property insurance obtained by Landlord if
      said increase is caused by Tenant's acts, omissions, use or occupancy of the
      Premises.





(iii)  The
      Landlord shall not insure Tenant's fixtures, equipment or tenant improvements
      .





(c)  Insurance
      Policies .
      Insurance required hereunder shall be in companies holding a "General
      Policyholders Rating" of not less than "A", or such other rating as may be
      required by a lender having a lien on the Project, as set forth in the most
      current issue of "Best Insurance Guide." No policy carried by Tenant shall
      be
      cancelable or subject to reduction of coverage or other modification except
      after thirty (30) days prior notice to Landlord. Prior to the expiration of
      such
      policies, Tenant shall furnish Landlord with renewals or "binders" thereof,
      or
      Landlord may order such insurance and charge the cost thereof to Tenant, which
      amount shall be payable by Tenant upon demand. Tenant shall not do or permit
      to
      be done anything which shall invalidate the insurance policies carried by
      Landlord. If Tenant does or permits to be done anything which shall increase
      the
      cost of the insurance policies referred to in this Section, then Tenant shall
      forthwith upon Landlord's demand reimburse Landlord for any additional premiums
      attributable to any act or omission or operation of Tenant causing such increase
      in the cost of insurance.





(d)  Waiver
      of Subrogation .
      Tenant
      and Landlord each hereby release and relieve the other, and waive their entire
      right of recovery against the other for loss or damage arising out of or
      incident to the perils insured against under this Section, which perils occur
      in, on or about the Premises, whether due to the negligence of Landlord or
      Tenant or their agents, employees, contractors and/or invitees. Tenant and
      Landlord shall, upon obtaining the policies of insurance required hereunder,
      give notice to the insurance carrier or carriers that the foregoing mutual
      waiver of subrogation is contained in this Lease.





(e)  Indemnity .
      Tenant
      shall indemnify and hold harmless Landlord and Landlord's officers, agents,
      employees, partners, successors and assigns from and against any and all claims
      arising from Tenant's use of the Premises, or from the conduct of Tenant's
      business or from any activity, work or things done, permitted or suffered by
      Tenant in or about the Premises or elsewhere and shall further Indemnify and
      hold harmless Landlord from and against any and all claims arising from any
      breach or default in the performance of any obligation on Tenant's part to
      be
      performed under the terms of this Lease, or arising from any negligence of
      the
      Tenant, or any of Tenant's agents, contractors, or employees, and from and
      against all cost, attorney's fees, expenses and liabilities incurred in the
      defense of any such claim or any action or proceeding brought thereon; and
      in
      case any action or proceeding be brought against Landlord by reason of any
      such
      claim, Tenant upon notice from Landlord shall defend the same at Tenant's
      expense by counsel satisfactory to Landlord. Tenant, as a material part of
      the
      consideration to Landlord, hereby assumes all risk of damages to property or
      injury to persons, in, upon or about the Premises arising from any cause and
      Tenant hereby waives all claims in respect thereof against
      Landlord.





Section
      4.5.  Late
      Charges :
      Tenant's failure to pay rent promptly may cause Landlord to incur unanticipated
      costs. The exact amount of such costs are impractical or extremely difficult
      to
      ascertain. Such costs may include, but are not limited to, processing and
      accounting charges and late charges which may be imposed on Landlord by any
      ground lease, mortgage or trust deed encumbering the Premises. Therefore, if
      Landlord does not receive any rent payment within ten (10) days after it becomes
      due, Tenant shall pay Landlord a late charge equal to ten percent (10%) of
      the
      overdue amount. The parties agree that such late charge represents a fair and
      reasonable estimate of the costs Landlord will incur by reason of such late
      payment.


III
 **Exhibit
          10.6 - Lease Agreement Dated September 20,
          2005**








Section
      4.6.  Interest
      on Past Due Obligations .
      Any
      amount owed by Tenant to Landlord which is not paid when due shall bear interest
      at a rate equal to the maximum rate allowable under applicable law (the "Default
      Rate") from date that said payment was originally due. However, said interest
      shall not be payable on late charges incurred by Tenant nor on any amounts
      upon
      which late charges are paid by Tenant under this Lease. The payment of interest
      on such amounts shall not excuse or cure any default by Tenant under this
      Lease.





ARTICLE
      FIVE: USE
      OF
      THE PROPERTY





Section
      5.1.  Permitted
      Uses :
      Tenant
      may use the Premises only for general office/warehouse use and for no other
      uses
      whatsoever except those approved by Landlord in writing.





Section
      5.2.  Manner
      of Use :
      Tenant
      shall not cause or permit the Premises to be used in any way which constitutes
      a
      violation of any law, ordinance, or governmental regulation or order, which
      annoys or interferes with the rights of tenants of the Project, or which
      constitutes a nuisance or waste. Tenant shall obtain and pay for all permits,
      including a Certificate of Occupancy, required for Tenant's occupancy of the
      Premises and shall promptly take and pay for all substantial and non-substantial
      actions necessary to comply with all applicable statutes, ordinances, rules,
      regulations, orders and requirements regulating the use by Tenant of the
      Premises, including, without limitation, the Occupational Safety and Health
      Act
      and the Americans with Disabilities Act.





Section
      5.3.  Uses
      Prohibited :
      Tenant
      shall not do or permit anything to be done in or about the Premises nor bring
      or
      keep anything therein which is not within the permitted use of the Premises
      which will in any way increase the existing rate on or affect any fire or other
      insurance upon the Project or any of its contents, or cause a cancellation
      of
      any insurance policy covering the Project or any part thereof or any of its
      contents.





Section
      5.4.  Signs
      and Auctions :
      Tenant
      shall not place any signs on the Premises without Landlord's prior written
      consent. Tenant shall not conduct or permit any auctions or sheriff's sales
      at
      the Premises.





Section
      5.5.  Landlord's
      Access :
      Landlord or its agents may enter the Premises at all reasonable times to show
      the Premises to potential buyers, investors or tenants or other parties, or
      for
      any other purpose Landlord deems necessary. Landlord shall give Tenant prior
      notice of such entry, except in the case of an emergency. Landlord shall at
      all
      times have and retain a key with which to unlock all of the standard entrances
      and exit doors in, upon and about the Premises, excluding Tenant's vaults,
      safes
      and files, and Landlord shall have the right to use any and all means which
      Landlord may deem proper to open said doors in an emergency, in order to obtain
      entry to the Premises without liability to Tenant except for any failure to
      exercise due care for Tenant's property and any entry to the Premises obtained
      by Landlord by any of said means, or otherwise, shall not under any
      circumstances be construed or deemed to be a forcible or unlawful entry into,
      or
      a detainer of, the Premises, or an eviction of Tenant from the Premises or
      any
      portion thereof. Landlord may place customary "For Sale" or "For Lease" signs
      on
      or about the Premises, but may not place such signs in or in front of the
      Premises until one hundred eighty (180) days prior to the end of the Lease
      Term
      or if Tenant vacates the Premises prior to expiration of the Lease
      Term.





Section
      5.6.  Quiet
      Possession :
      If
      Tenant pays the rent and complies with all other terms of this Lease, Tenant
      may
      occupy and enjoy quiet possession of the Premises for the full Lease Term,
      subject to the provisions of this Lease.





Section
      5.7.  Hazardous
      Materials :
      For
      purposes of this Lease, "Hazardous Material" means any pollutant or contaminant
      or hazardous, dangerous or toxic chemicals, materials, or substances within
      the
      meaning of any applicable federal, state, or local law, regulation, ordinance,
      or requirement (including consent decrees and administrative orders) relating
      to
      or imposing liability or standards of conduct concerning any hazardous, toxic
      or
      dangerous waste substance or material, all as amended or hereafter amended.
      Hazardous Material shall also include, without limitation, crude oil or any
      fraction thereof, any radioactive material, asbestos in any form or condition,
      radon, polychlorinated biphenyls ("PCBs") or substances or compounds containing
      PCBs, medical waste and noxious chemicals used in any construction on the
      Premises.





Tenant
      agrees not to keep in or on the Premises any inflammable, combustible or
      explosive substance nor any substance which would create or tend to create
      a
      dangerous or combustible condition (other than cleaning products and other
      substances of the sort and in quantities customarily kept in similar operations
      provided same are kept and used in accordance with applicable laws). Tenant
      agrees not to cause or allow the presence, storage, use, maintenance or removal
      of Hazardous Materials in or about the Premises without Landlord's prior written
      consent. If Tenant's business requires use or possession of Hazardous Materials,
      Tenant must advise Landlord and obtain Landlord's written consent before
      bringing any Hazardous Materials onto or creating such condition on or within
      the Premises. If Tenant uses or maintains Hazardous Materials on or in the
      Premises, Tenant agrees to handle, store, transport and dispose of all Hazardous
      Materials at Tenant's sole cost and expense in accordance with all then-existing
      local, state and federal rules and laws. Provided it is lawful to do so, Tenant
      agrees to enter into a contract(s) with a company certified to handle the
      Hazardous Materials for the transport and disposal of all Hazardous Materials
      from the Premises. A copy of all such contracts and all renewals must be
      provided to Landlord.





Landlord
      may, at Landlord's sole option, now or in the future, obtain a report from
      an
      environmental consultant of Landlord's choice as to whether Tenant has been
      or
      is currently using any part of the Premises for the improper use, handling,
      storage, transportation or disposal of Hazardous Materials. If any such report
      indicates such improper use, handling, storage, transportation or disposal
      of
      Hazardous Materials, Tenant agrees to immediately reimburse Landlord for the
      cost of obtaining the environmental report, and, in addition, Landlord may
      require that all violations of the law with respect to the Hazardous Materials
      be corrected and/or that Tenant obtains all necessary environmental permits
      and
      approvals. If Tenant fails to correct any such violation(s) of law and/or fails
      to obtain such necessary permits within a reasonable time after demand from
      Landlord, then Landlord may declare this Lease in default and/or may cause
      the
      Premises and any surrounding areas to be freed from the Hazardous Materials
      at
      Tenant's sole cost and expense which Tenant agrees to pay on demand from
      Landlord as additional rent.


IV
 **Exhibit
          10.6 - Lease Agreement Dated September 20,
          2005**





Tenant
      hereby agrees to indemnify, defend, save and keep Landlord, and Landlord's
      officers, employees, partners, successors and assigns, harmless from any and
      all
      liabilities, obligations, charges, losses, damages, penalties, claims, actions
      and expenses, including without limitation, engineers' and professional fees,
      soil tests and chemical analysis, court costs and legal fees and expenses
      through all trial, appellate and administrative levels, imposed on, incurred
      by
      or asserted against Landlord, in any way relating to, arising out of, or in
      connection with the use, handling, storage, transportation or disposal of the
      Hazardous Materials on the Premises and/or the Project. The foregoing
      indemnification shall survive any assignment or termination of this Lease.





Section
      5.8.  Common
      Areas and Parking Facilities :
      All
      automobile parking facilities, driveways, entrances and exits thereto, and
      other
      facilities in the Project furnished by Landlord, including, but not limited
      to,
      parking facilities, truckway or ways, loading areas, pedestrian walkways and
      ramps, landscaped areas, stairways, corridors, and other areas and improvements
      provided by Landlord for the general use, in common, of tenants, their officers,
      agents, employees, servants, invitees, licensees, visitors, patrons and
      customers (the "Common Areas"), shall be subject to the exclusive control and
      management of Landlord subject to the Rules and Regulations set forth on Exhibit
      "C" attached hereto (the "Rules"), and Landlord shall have the right from time
      to time to modify and enforce the Rules; to police the same; from time to time
      to change the area, level and location and arrangement of the Common Areas,
      and
      other facilities herein above referred to; to restrict parking by and enforce
      parking charges (by operation of meters or otherwise) to tenants, their
      officers, agents, invitees, employees, servants, licensees, visitors, patrons
      and customers; to close all or any portion of the Common Areas to such extent
      as
      Landlord may desire or as may in the opinion of Landlord's counsel be legally
      sufficient to prevent a dedication thereof or the accrual of any rights to
      any
      person or the public therein; to close temporarily all or any portion of any
      public areas or Common Areas; to discourage non-tenant parking; to charge a
      fee
      for visitor and/or customer parking; and to do and perform such other acts
      in
      and to said areas and improvements as, in the sole judgment of Landlord,
      Landlord shall determine to be advisable. Tenant, its employees, customers
      and
      invitees shall have the non-exclusive right to use the Common Areas in common
      with other tenants for the purposes for which constructed subject to the Rules.
      Landlord will operate and maintain the Common Areas, and other areas referred
      to
      above in such manner as Landlord shall determine from time to time. Without
      limiting the scope of such discretion, Landlord shall have the full right and
      authority to designate a manager of the Common Areas and other areas who shall
      have full authority to make and enforce rules and regulations regarding the
      use
      of the same or to employ all personnel and to make and enforce all rules and
      regulations pertaining to and necessary for the proper operation and maintenance
      of the Common Areas and other areas. Reference in this paragraph to parking
      facilities shall be construed as giving Tenant, its employees, invitees and
      customers hereunder rights and/or privileges to the use of not more than 2.3
      parking spaces per 1,000 square feet of rentable area in the Premises. Tenant,
      its employees, invitees and customers shall not use more than the number of
      parking spaces set forth above.





ARTICLE
      SIX: CONDITION
      OF PROPERTY; MAINTENANCE, REPAIRS AND ALTERATIONS .





Section
      6.1.  Existing
      Conditions/Landlord's Work :
      Subject
      to the completion of Landlord's Work, Tenant accepts the Premises in its
      condition as of the execution of the Lease, subject to all recorded matters,
      laws, ordinances, and governmental regulations and orders. Tenant acknowledges
      that neither Landlord nor any agent of Landlord has made any representation
      as
      to the condition of the Premises or the suitability of the Premises for Tenant's
      intended use. Landlord agrees to complete Landlord's Work with diligence,
      subject to delays due to causes beyond its reasonable control. The Premises
      shall be deemed substantially completed and possession delivered when Landlord
      has substantially completed the Landlord's Work, subject only to the completion
      of items on Landlord's punch list. The taking of possession of the Premises
      by
      Tenant shall be deemed conclusively to establish that the Landlord's Work and
      the Premises have been completed and are in good and satisfactory condition
      as
      of the date possession is so taken except for items on Landlord's punchlist
      which may be completed at a later date. In the event of any dispute as to when
      and whether the work performed or required to be performed by Landlord has
      been
      substantially completed, the certificate of occupancy or equivalent document
      issued by the local governmental authority shall be conclusive evidence of
      such
      completion, effective on the date of issuance of any such certificate or
      equivalent document.





Section
      6.2.  Exemption
      of Landlord From Liability :
      Landlord shall not be liable for any damage or injury to the person, business
      (or any loss of income therefrom), goods wares, merchandise or other property
      of
      Tenant, Tenant's employees, invitees, customers or any other person in or about
      the Premises, whether such damage or injury is caused by or results from: (a)
      fire, steam, electricity, water, gas or rain; (b) the breakage, leakage
      obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing,
      air conditioning or lighting fixtures or any other cause; (c) condition arising
      in or about the Premises or upon other portions of any building of which the
      Premises is a part, or from other sources or places; or (d) any act or omission
      of any other tenant of the Building. Landlord shall not be liable for any such
      damage or injury even though the cause of or the means of repairing such damage
      or injury are not accessible to Tenant. The provisions of this Section shall
      not, however, exempt Landlord from liability for Landlord's gross negligence
      or
      willful misconduct.





Section
      6.3.  Maintenance
      By Tenant :
      Tenant
      shall at all times during the Lease Term keep the Premises (including
      maintenance of exterior entrances, all glass and show window moldings) and
      all
      partitions, doors, door jams, door closures, door hardware, fixtures, equipment
      and appurtenances thereof (including electrical, lighting, heating and plumbing,
      and plumbing fixtures, and any air conditioning systems, including leaks around
      ducts, pipes, vents, or other parts of the air conditioning, heating or plumbing
      systems which protrude through the roof) in good order, condition and repair
      including replacements (including reasonable periodic interior painting as
      determined by Landlord). Tenant shall also repair any damages to the structural
      portions of the roof and Project resulting from Tenant's negligent acts or
      omissions or anyone acting or claiming under Tenant as a result of the failure
      of Tenant or any one claiming under Tenant, to perform or observe the covenants
      or conditions in this Lease contained or resulting from alterations, additions
      or improvements to the premises made by Tenant or anyone claiming under or
      acting through Tenant.


V
 **Exhibit
          10.6 - Lease Agreement Dated September 20,
          2005**





Tenant
      shall contract with a service company approved by Landlord for the maintenance
      of the heating and air conditioning equipment and/or evaporative coolers
      servicing the Premises with a copy of the service contract to be furnished
      to
      the Landlord within thirty (30) days after the Commencement Date, and a copy
      of
      any subsequent contracts to be furnished from time to time during the Lease
      Term. If Tenant refuses or neglects to furnish a copy of a maintenance contract
      for said heating and air conditioning equipment and/or evaporative coolers
      Landlord may contract for such maintenance and will bill Tenant for the cost,
      plus twenty percent (20%) overhead, and Tenant agrees to reimburse Landlord
      for
      the cost within ten (10) days of Landlord's billing.





Section
      6.4.  Maintenance
      by Landlord :
      If
      Tenant refuses or neglects to maintain or repair the Premises as required
      hereunder, and to the reasonable satisfaction of Landlord as soon as reasonably
      possible after written demand, Landlord may make such repairs without liability
      to the Tenant for any loss or damage that may accrue to Tenant' s merchandise,
      fixtures or property or to Tenant's business thereof, and upon completion
      thereof, Tenant shall pay Landlord's cost for making such repairs, plus twenty
      percent (20%) for overhead, upon presentation of a bill therefore. Landlord
      shall maintain, repair and replace the roof and roof membrane, the exterior
      walls, and the structural portions of the Project, and shall periodically paint
      the exterior walls of the Building from time to time as determined to be
      necessary by Landlord or its designee, and subject to the obligations of Tenant
      under the provisions of this Lease, Landlord shall repair and replace plumbing,
      utility and/or sewer lines and mains which service the Premises.





Section
      6.5. Alterations,
      Additions and Improvements :
      Tenant
      shall not make any alterations, additions, or improvements to the Premises
      without Landlord's prior written consent, except for non-structural alterations
      which do not exceed Five Thousand Dollars ($5,000.00) in cost cumulatively
      over
      the Lease Term and which are not visible from the outside of the Building.
      Landlord may require Tenant to provide demolition and/or lien and completion
      bonds in form and amount satisfactory to Landlord. Tenant shall promptly remove
      any alterations made upon Landlord's written request after the end of the Lease
      Term. All alterations, additions, and improvements will be accomplished in
      a
      good and workmanlike manner, in conformity with all applicable laws and
      regulations, and by a contractor licensed in the State of Florida approved
      by
      Landlord. Upon completion of any such work, Tenant shall provide Landlord with
      "as built" plans, copies of all construction contracts, and proof of payment
      for
      all labor and materials.





Tenant
      agrees that Tenant will pay all liens of contractors, subcontractors, mechanics,
      laborers, materialmen, and other items of like character, and will indemnify
      Landlord against all expenses, costs and charges, including bond premiums for
      release of liens and attorneys fees and costs reasonably incurred in and about
      the defense of any suit in discharging the Premises or any part thereof from
      any
      liens, judgments, or encumbrances caused or suffered by Tenant. In the event
      any
      such lien shall be made or filed, Tenant shall bond against or discharge the
      same within ten (10) days after the same has been made or filed. It is
      understood and agreed between the parties to this lease that the expenses,
      costs
      and charges above referred to shall be considered as Rent due and shall be
      included in any lien for Rent.





Tenant
      shall not have any authority to create any liens for labor or material on
      Landlord's interest in the Premises and all persons contracting with Tenant
      for
      the destruction or removal of any facilities or other improvements or for the
      erection, installation, alteration, or repair of any facilities or other
      improvements on or about the Premises, and all materialmen, contractors,
      mechanics, and laborers are hereby charged with notice (which notice Tenant
      shall deliver in writing to each such party prior to the commencement of any
      service by said party) that they must look only to Tenant and to Tenant's
      interests in the Premises to secure the payment of any bill for work done or
      material furnished at the request or instruction of Tenant. The provisions
      of
      this paragraph are set forth in a notice which has been recorded by Landlord
      in
      the Public Records of Palm Beach County, Florida.







VI
 **Exhibit
            10.6 - Lease Agreement Dated September 20,
            2005**


Section
      6.5.1. Surrender
      of Premises .
      At the
      expiration or earlier termination of the tenancy hereby created, Tenant shall
      surrender the Premises in the same condition as the Premises were delivered
      under this Lease, reasonable wear and tear excepted, and damage by unavoidable
      casualty excepted to the extent that the same is covered by Landlord's fire
      insurance policy with extended coverage endorsement, and shall surrender all
      keys for the Premises to Landlord at the place then fixed for the payment of
      rent and shall inform Landlord of all combinations on locks, safes, and vaults,
      if any, in the Premises. Tenant shall remove all its trade fixtures, and any
      alterations or improvements, before surrendering the premises as aforesaid
      and
      shall repair any damage to the Premises caused thereby. Tenant's obligation
      to
      observe or perform this covenant shall survive the expiration or other
      termination of the term of this Lease. Prior to vacating the Premises, Tenant
      shall provide Landlord with a written statement from a reputable heating,
      ventilation, and air conditioning (HVAC) company that certifies that the HVAC
      equipment was inspected and serviced, if necessary, within the last thirty
      (30)
      days of the Lease Term and is in good working order. This certification is
      to be
      at Tenant's sole expense.





Section
      6.6.  Rules
      and Regulations :
      The
      Tenant agrees that in its use of the Premises and the Project, Tenant and its
      employees, invitees, customers and contractors will comply with the Rules and
      Regulations as provided in Exhibit “C”.





Landlord
      reserves the right from time to time to amend or supplement the Rules, and
      to
      adopt and promulgate additional rules and regulations and amendments and
      supplements thereto, copies of which shall be given to the Tenant. Tenant agrees
      to promptly comply with all such rules and regulations upon notice to Tenant
      from Landlord.





ARTICLE
      SEVEN: DAMAGE
      OR DESTRUCTION .





Section
      7.1.  Partial
      Damage to Premises :
      Tenant
      shall notify Landlord in writing immediately upon the occurrence of any damage
      to the Premises. If the Premises are only partially damaged and if the proceeds
      received by Landlord from the insurance policies maintained by Landlord are
      sufficient to pay for the necessary repairs, this Lease shall remain in effect
      and Landlord shall repair the damage an soon as reasonably possible. Landlord
      shall not be required to make repairs or replacements of any damage to fixtures,
      equipment, personal property or leasehold improvements of Tenant's. If the
      insurance proceeds received by Landlord are not sufficient to pay the entire
      cost of repair, or if the cause or the damage is not covered by the insurance
      policies which Landlord maintains, Landlord may elect either to (a) repair
      the
      damage as soon as reasonably possible, in which case this Lease shall remain
      in
      full force and effect, or (b) terminate this Lease as of the date the damage
      occurred. Landlord shall notify Tenant within thirty (30) days after receipt
      of
      notice of the occurrence of the damage, whether Landlord elects to repair the
      damage or terminate the Lease. If Landlord elects to repair the damage, Tenant
      shall pay Landlord the "deductible amount" (if any) under Landlord's insurance
      policies, and, if the damage was due to an act or omission of Tenant, the
      difference between the actual cost of repair and any insurance proceeds received
      by Landlord. If the damage to the Premises occurs during the last six (6) months
      of the Lease Term, Landlord may elect to terminate this Lease as of the date
      the
      damage occurred, regardless of the sufficiency of any insurance proceeds. In
      such event, Landlord shall not be obligated to repair or restore the Premises
      and Tenant shall have no right to continue this Lease. Landlord shall notify
      Tenant of its election within thirty (30) days after receipt of notice of the
      occurrence of the damage.





Section
      7.2.  Total
      or Substantial Destruction :
      If the
      Premises are totally or substantially destroyed by any cause whatsoever, or
      if
      the Building is substantially destroyed (even though the Premises are not
      totally or substantially destroyed), the Lease shall terminate as of the date
      the destruction occurred regardless of whether Landlord receives any insurance
      proceeds. However, if the Premises can be rebuilt within one hundred eighty
      (180) days after the date of destruction, Landlord may elect to rebuild the
      Premises at Landlord's own expense, in which case, this Lease shall remain
      in
      full force and effect. Landlord shall notify Tenant of such election within
      thirty (30) days after the occurrence of total or substantial destruction.
      If
      the destruction was caused by an act or omission of Tenant, Tenant shall pay
      Landlord the difference between the actual cost of rebuilding and any insurance
      proceeds received by Landlord.





Section
      7.3.  Temporary
      Reduction of Rent :
      If the
      Premises are destroyed or damaged and Landlord repairs or restores the Premises
      pursuant to the provisions of this Lease, any Base Rent and Additional Rent
      payable during the period of such damage, repair and/or restoration shall be
      reduced according to the degree, if any, to which Tenant's use of the Premises
      is impaired. However, the reduction shall not exceed the lesser of the sum
      of
      one year's payment of Base Rent and Additional Rent or the proceeds received
      by
      Landlord from Landlord's loss of income insurance coverage. Except for such
      possible reduction in Base Rent and Additional Rent, Tenant shall not be
      entitled to any compensation, reduction, or reimbursement for Landlord as a
      result of any damage, destruction, repair, or restoration of or to the
      Premises.





ARTICLE
      EIGHT: CONDEMNATION .





If
      all or
      any portion of the Premises is taken under the power of eminent domain or sold
      under the threat of that power (all of which are called "Condemnation"), this
      Lease shall terminate as to the part taken or sold on the date the condemning
      authority takes title or possession, whichever occurs first. If more than twenty
      percent (20%) of the floor area of the Building is taken, Landlord may terminate
      this Lease as of the date the condemning authority takes title or possession
      by
      delivering written notice to the other within ten (10) days after receipt of
      written notice of such taking (or in the absence of such notice, within ten
      (10)
      days after the condemning authority takes possession). If Landlord does not
      terminate this Lease, this Lease shall remain in effect as to the portion of
      the
      Premises not taken, except that the Base Rent shall be reduced in proportion
      to
      the reduction in floor area of the Premises. A Condemnation award or payment
      shall be distributed in the following order: (a) to any ground lessor, mortgagee
      or beneficiary under a deed of trust encumbering the Premises, the amount of
      its
      interest in the Premises; and (b) to Landlord, the remainder of such award,
      whether as compensation for reduction in the value of the leasehold, the taking
      of the fee, or otherwise. If this Lease is not terminated, Landlord shall repair
      any damage to the Premises caused by the Condemnation, except that Landlord
      shall not be obligated to repair any damage for which Tenant has been reimbursed
      by the condemning authority. If the severance damages received by Landlord
      are
      not sufficient to pay for such repair, Landlord shall have the right to either
      terminate this Lease or make such repair at Landlord's expense.


VII
 **Exhibit
          10.6 - Lease Agreement Dated September 20,
          2005**








ARTICLE
      NINE: ASSIGNMENT
      AND SUBLETTING .





Section
      9.1.  Landlord's
      Consent Required :
      No
      portion of the Premises or Tenant's interest in this Lease may be acquired
      by
      any other person or entity, whether by assignment, mortgage, sublease, transfer,
      operation of law, or act of Tenant, without Landlord's prior written consent,
      except as provided below. Landlord shall grant or withhold its consent as
      provided below. Any attempted transfer without consent shall be void and shall
      constitute a non-curable breach of this Lease. If Tenant is a partnership any
      cumulative transfer of more than twenty-five percent (25%) of the partnership
      interests shall constitute an assignment and shall require Landlord's consent.
      If Tenant is a corporation, any change in a controlling interest of the voting
      stock of the corporation shall constitute an assignment and shall require
      Landlord's consent.





Section
      9.2.  No
      Release of Tenant :
      No
      transfer permitted under this Lease, whether with or without Landlord's consent,
      shall release Tenant or change Tenant's primary liability to pay the Rent and
      to
      perform all other obligations of Tenant under this Lease. Landlord's acceptance
      of Rent from any other person is not a waiver of any provision of this Lease.
      Consent to one transfer is not a consent to any subsequent transfer. If Tenant's
      transferee defaults under this Lease, Landlord may proceed directly against
      Tenant without pursuing remedies against the transferee. Landlord may consent
      to
      subsequent assignments or modifications of this Lease by Tenant's transferee,
      without notifying Tenant or obtaining its consent. Such action shall not relieve
      Tenant's liability under this Lease. If Tenant transfers Tenant's interest
      hereunder, then Landlord shall receive, as Additional Rent, the excess, if
      any,
      between the rent (or any other consideration) paid in connection with such
      assignment or sublease and the Rent payable by Tenant hereunder.





Section
      9.3.  Landlord's
      Election :
      Tenant's request for consent to any transfer described above shall be
      accompanied by a written statement setting forth the details of the proposed
      transfer, including the name, business and financial condition of the
      prospective transferee, financial details of the proposed transfer (e.g., the
      term of and rent and security deposit payable under any assignment or sublease),
      and any other information Landlord deems relevant. Landlord shall have the
      right
      (a) to withhold consent; (b) to grant consent; or (c) if the transfer is a
      sublease of the Premises or an assignment of this Lease, to terminate this
      Lease
      as of the effective date of such sublease or assignment and enter into a direct
      lease with the proposed assignee or subtenant.





Section
      9.4. No
      Merger :
      No
      merger shall result from Tenant's sublease of the Premises, Tenant's surrender
      of this Lease or the termination of this Lease in any other manner. In any
      event, Landlord may terminate any or all subtenancies or succeed to the interest
      of Tenant as sublandlord thereunder.





ARTICLE
      TEN: DEFAULTS;
      REMEDIES .




Section
      10.1. Covenants
      and Conditions :
      Tenant's performance of each of Tenant's obligations under
      this Lease is a condition as well as a covenant. Tenant's right to continue
      in
      possession of the Premises is conditioned upon such performance. Time is of
      the
      essence in the performance of all covenants and conditions.





Section
      10.2.  Events
      of Default :
      Tenant
      shall be in material default under this Lease:





If
      any
      one or more of the following events (herein sometimes called "Events of
      Default") shall happen and shall not have been remedied as herein
      provided:





(a)  if
      default shall be made in the due and punctual payment of any Rent payable under
      this Lease when and as the same shall become due and payable;





(b)  if
      default shall be made in the due and punctual payment of any other sum or charge
      payable under this Lease or any part thereof when and as the same shall become
      due and payable, and such default shall continue for a period of ten (10) days
      after receipt by Tenant of notice from Landlord specifying the default;
      or





(c)  if
      default shall be made by Tenant in the performance of or compliance with any
      other provision of this lease, and such default shall continue for a period
      of
      thirty (30) days after written notice thereof from Landlord to Tenant specifying
      the nature of such default, or, in the case of a default which cannot with
      reasonable diligence be cured within such period of thirty (30) days, if Tenant
      fails to proceed with all reasonable diligence within such period of thirty
      (30)
      days to cure the same and thereafter to prosecute the curing of such default
      with all reasonable diligence (it being intended that in connection with a
      default not susceptible of being cured with reasonable diligence within thirty
      (30) days the time of Tenant within which to cure the same shall be extended
      for
      such period as may be necessary to complete the same with all reasonable
      diligence).





Section
      10.3. Remedies .
      Upon
      the occurrence of an Event of Default, Landlord shall have the following rights
      and remedies:





(a)  The
      right
      to terminate this Lease by written notice to Tenant. In the event of a
      termination of this Lease by reason of an Event of Default, Tenant shall
      immediately pay the difference, discounted to present value using the Discount
      Rate, between the Rent due for the residue of the Lease Term plus any other
      sums
      which may be due Landlord and the amount Landlord demonstrates Landlord is
      reasonably likely to recover from reletting the Premises for the residue of
      the
      Lease Term hereunder and surrender possession and vacate the Premises
      immediately, and deliver possession to Landlord, and hereby grants to Landlord
      full and free license to enter into and upon the Premises in such event with
      or
      without process of law and to expel or remove Tenant and any others who may
      be
      occupying or within the Premises, and to remove any and all property therefrom
      using such force as may be necessary, without being deemed in any manner guilty
      of trespass, eviction or forcible entry or detainer, and without relinquishing
      Landlord's right to Rent or any other right given to Landlord hereunder or
      by
      operation of law. Tenant expressly waives the service of any demand for payment
      of Rent or for possession and the service of any notice of Landlord's election
      to terminate this Lease or reenter the Premises, except as provided in this
      Article, and agrees that the simple breach of any covenants or provisions of
      this Lease by Tenant shall, of itself, without the service of any notice or
      demand whatsoever, constitute an unlawful detainer by Tenant of the Premises
      within the meaning of the Statutes of the State of Florida.


VIII
 **Exhibit
          10.6 - Lease Agreement Dated September 20,
          2005**








(b)  Landlord
      shall have the right to terminate Tenant's right to possession only, without
      terminating the Lease by written notice to Tenant whereupon Landlord may at
      Landlord's option, enter into the Premises, remove Tenant's signs and other
      evidence of tenancy, and take and hold possession thereof without such entry
      and
      possession terminating the Lease or releasing Tenant, in whole or in part from
      Tenant's obligation to pay the Rent hereunder for the full Term, and in any
      such
      case Tenant shall pay forthwith to Landlord, a sum equal to the entire amount
      of
      the Rent plus any other sums then due hereunder. Upon retaking possession of
      the
      Premises without termination of this Lease, Landlord shall list the Premises
      with the broker then handling the leasing of the Project, or at Landlord's
      option, any other reputable broker, and will not arbitrarily decline to accept
      offers to lease at asking rentals and terms or substantially equivalent rates
      and terms for qualified (i.e. in terms of credit worthiness, reputation,
      experience and compatibility with other tenants of the Project) prospective
      tenants. Landlord shall have no obligation to favor the Premises over any other
      vacant space in the Project. Upon and after entry into possession of the
      Premises without termination of the Lease, Landlord may relet the Premises
      or
      any part thereof with or without any furniture that may be therein, as the
      agent
      of Tenant, to any person, firm or corporation other than Tenant for such Rent,
      for such time and upon such terms as Landlord in Landlord's sole discretion
      shall determine; and Landlord shall not be required to accept any tenant offered
      by Tenant or to observe any instructions given by Tenant about such reletting.
      In any such case, Landlord may make repairs, alterations and additions in or
      to
      the Premises and Tenant shall, upon demand, pay the cost thereof, together
      with
      Landlord's expenses of the reletting. If the consideration collected by Landlord
      upon any such reletting for Tenant's account is not sufficient to pay monthly,
      the full amount of the Rent reserved in the Lease, together with the costs
      of
      repairs, alterations, additions, redecorating and Landlord's expenses, Tenant
      shall pay to Landlord the amount of each monthly deficiency upon demand; and
      if
      the consideration so collected from any such reletting is more than sufficient
      to pay the full amount of the Rent reserved herein, together with the costs
      and
      expenses of Landlord, Landlord shall pay the surplus to Tenant.





Section
      10.4. Removal
      of Property :
      Tenant
      hereby irrevocably appoints Landlord as agent and attorney-in-fact of Tenant,
      to
      enter upon the Premises on the occurrence of an Event of Default and to remove
      any and all furniture and personal property whatsoever situated upon the
      Premises. Any and all property which may be removed from the Premises by
      Landlord pursuant to the authority of this Lease or of law, to which Tenant
      is
      or may be entitled, may be handled, removed or stored by Landlord at the risk,
      cost and expense of Tenant, and Landlord shall in no event be responsible for
      the value, preservation or safekeeping thereof. Tenant shall pay to Landlord,
      upon demand, all expenses incurred in such removal and all storage charges
      against such property so long as the same shall be in Landlord's possession
      or
      under Landlord's control. Landlord may place such property in storage for the
      account of, and at the expense of Tenant, and if Tenant fails to pay the cost
      of
      storing such property after it has been stored for a period of ninety (90)
      days
      or more, Landlord may sell any or all of such property in such manner and at
      such times and places as Landlord in its sole discretion may deem proper,
      without notice to or demand upon Tenant for the payment of any part of such
      charges or the removal of any of such property and shall apply the proceeds
      thereof, first to such sale, including reasonable attorneys' fees; second,
      to
      the payment of the costs and charges of storing any property; third, to the
      payment of any other sums of money which may then or thereafter be due to
      Landlord from Tenant under any of the terms hereof, and fourth, the balance,
      if
      any, to Tenant. The removal and storage of Tenant's property as above provided
      shall not constitute a waiver of Landlord's lien thereon.





Section
      10.5. Cumulative
      Remedies :
      Landlord's exercise of any right or remedy shall not prevent it from exercising
      any other right or remedy provided in this Lease, at law or in
      equity.





ARTICLE
      ELEVEN: PROTECTION
      OF LENDERS .





Section
      11.1. Subordination :
      This
      Lease and Tenant's rights hereunder are and shall be subordinate and inferior
      to
      any ground lease, deed of trust or mortgage encumbering the Project, any
      advances made on the security thereof and any renewals, modifications,
      consolidations, replacements or extensions thereof, whenever made or recorded.
      If any ground lessor, beneficiary or mortgagee elects to have this Lease rank
      prior to the lien of its ground lease, deed of trust or mortgage and gives
      written notice thereof to Tenant, this Lease shall be deemed prior to such
      ground lease, deed of trust or mortgage whether this Lease is dated prior or
      subsequent to the date of said ground lease, deed of trust or mortgage or the
      date of recording thereof.





Section
      11.2. Attornment :
      If
      Landlord's interest in the Project is acquired by any ground lessor, beneficiary
      under a deed of trust, mortgagee, or purchaser at a foreclosure sale, Tenant
      shall attorn to the transferee of or successor to Landlord's interest in the
      Project and recognizes such transferee or successor as Landlord under this
      Lease. Tenant waives the protection of any statute or rule of law which gives
      or
      purports to give Tenant any right to terminate the Lease or surrender possession
      of the Premises upon the transfer of Landlord's interest.





Section
      11.3. Signing
      of Documents :
      Tenant
      shall sign and deliver any instrument or documents necessary or appropriate
      to
      evidence any such attornment or subordination or agreement to do so. Such
      subordination and attornment documents may contain such provisions as are
      customarily required by any ground lessor, beneficiary under a deed of trust
      or
      mortgage. If Tenant fails to do so within ten (10) days after written request,
      Tenant shall be in default under this Lease and further hereby makes,
      constitutes and irrevocably appoints Landlord, or any transferee or successor
      of
      Landlord, the attorney-in-fact of Tenant to execute and deliver any such
      instrument or document.





Section
      11.4. Estoppel
      Certificates :





(a)  Upon
      Landlord's written request, Tenant shall execute, acknowledge and deliver to
      Landlord a written statement certifying: (i) that none of the terms or
      provisions of this Lease have been changed (or if they have been changed,
      stating how they have been changed); (ii) that this Lease has not been cancelled
      or terminated; (iii) that the last date of payment of the Base Rent and other
      charges and the time period covered by such payment; (iv) that Landlord is
      not
      in default under this Lease (or, if Landlord is claimed to be in default,
      stating why); and (v) such other matters as may be reasonably required by
      Landlord or the holder of a mortgage, deed of trust or lien to which the
      Premises is or becomes subject. Tenant shall deliver such statement to Landlord
      within ten (10) days after Landlord's request or Tenant shall be in default
      under this Lease. Any such statement by Tenant may be given by Landlord to
      any
      prospective purchaser or encumbrancer of the Premises. Such purchaser or
      encumbrancer may rely conclusively upon such statement as true and correct.
      Unless Landlord has received a written statement to the contrary within such
      ten
      (10) day period, Landlord, and any prospective purchaser or encumbrancer, may
      conclusively presume and rely upon the following facts: (i) that the terms
      and
      provisions of this Lease have not been changed except as otherwise represented
      by Landlord; (ii) that this Lease has not been cancelled or terminated except
      as
      otherwise represented by Landlord; (iii) unless provided otherwise, that not
      more than one month's Base Rent or other charges have been paid in advance;
      and
      (iv) that Landlord is not in default under the Lease. In such event, Tenant
      shall be estopped from denying the truth of such facts.


IX
 **Exhibit
          10.6 - Lease Agreement Dated September 20,
          2005**








Section
      11.5. Tenant's
      Financial Condition .
      Tenant
      shall deliver to Landlord such financial statements as are reasonably required
      by Landlord to verify the net worth of Tenant or any assignee, subtenant, or
      guarantor of Tenant. In addition, Tenant shall deliver to any lender designated
      by Landlord any financial statements required by such lender to facilitate
      the
      financing or refinancing of the Premises. Tenant represents and warrants to
      Landlord that each such financial statement is a true and accurate statement
      as
      of the date of such statement. All financial statements shall be confidential
      and shall be used only for the purposes set forth herein.





ARTICLE
      TWELVE: LEGAL
      COSTS .





Section
      12.1. Legal
      Proceeding :
      Tenant
      shall reimburse Landlord, upon demand, for any costs or expenses incurred by
      Landlord in connection with any breach or default of Tenant under this Lease,
      whether or not suit is commenced or judgement entered. Such costs shall include
      legal fees and costs incurred for the negotiation of a settlement, enforcement
      of rights, in appellate actions or otherwise. Furthermore, if any action for
      breach of or to enforce provisions of this Lease is commenced, the court in
      such
      action shall award to the party in whose favor a judgment is entered, a
      reasonable sum as attorneys' fees and cost. Tenant shall also indemnify Landlord
      against and hold Landlord harmless from all costs, expenses, demands and
      liability incurred by Landlord if Landlord becomes or is made a party to any
      claim or action (a) instituted by Tenant, or by any third party against Tenant,
      or by or against any person holding any interest under or using the Premises
      by
      license of or agreement with Tenant; (b) for foreclosure of any lien for labor
      or material furnished to or for Tenant or such other person; (c) otherwise
      arising out of or resulting from any act or transaction of Tenant or such other
      person; or (d) necessary to protect Landlord's interest under this Lease in
      a
      bankruptcy proceeding, or other proceeding under Title 11 of the United States
      Code, as amended. Tenant shall defend Landlord against any such claim or action
      at Tenant's expense with counsel reasonably acceptable to Landlord or, at
      Landlord's election, Tenant shall reimburse Landlord for any legal fees or
      costs
      incurred by Landlord in any such claim or action.





Section
      12.2. Landlord's
      Consent :
      Tenant
      shall pay Landlord's reasonable attorneys' fees incurred in connection with
      Tenant's request for Landlord's consent under a proposed assignment or
      subletting, or in connection with any other act which Tenant proposes to do
      and
      which requires Landlord's consent. In each instance where Landlord's consent
      is
      required under this Lease, Landlord's consent may be given or withheld in
      Landlord's sole discretion unless otherwise expressly provided in this Lease.





ARTICLE
      THIRTEEN: MISCELLANEOUS
      PROVISIONS .





Section
      13.1.  Non-Discrimination :
      Tenant
      promises, and it is a condition to the continuance of this Lease, that there
      will be no discrimination against, or segregation of, any person or group of
      persons on a basis of race, color, sex, creed, national origin or ancestry
      in
      the leasing, subleasing, transferring, occupancy, tenure or use of the Premises
      or any portion thereof.





Section
      13.2.  Landlord's
      Liability; Certain Duties :





(a)  As
      used
      in this Lease, the term "Landlord" means only the current owner or owners of
      the
      fee title to the Premises or the leasehold estate under a ground lease of the
      Premises at the time in question. Each Landlord is obligated to perform the
      obligations of Landlord under this Lease only during the time such Landlord
      owns
      such interest or title. Any Landlord who transfers its title or interest is
      relieved of all liability with respect to the obligations of Landlord under
      this
      Lease to be performed on or after the date of transfer. However, each Landlord
      shall deliver to its transferee the Security Deposit, if any, previously paid
      by
      Tenant if such funds have not yet been applied under the terms of this
      Lease.




(b)  Tenant
      shall give written notice of any failure by Landlord to perform any of its
      obligations under this Lease to Landlord. Landlord shall not be in default
      under
      this Lease unless Landlord fails to cure such non-performance within thirty
      (30)
      days after receipt of Tenant's notice. However, if such nonperformance
      reasonably requires more than thirty (30) days to cure, Landlord shall not
      be in
      default if such cure is commenced within such thirty (30) day period and
      thereafter diligently pursued to completion.





(c)  Tenant's
      right to recover damages or any other amount from Landlord by reason of the
      Lease or the actions or inactions of Landlord shall be strictly limited to
      the
      Project and Tenant shall have no right to recovery out of any assets of the
      Landlord or Landlord's officers, directors, partner or principals. This
      provision is not intended to be a measure or liquidation of Landlord's liability
      with respect to any particular breach and shall not be utilized by any court
      or
      otherwise for the purpose of determining any liability of Landlord hereunder
      except to determine the absolute maximum amount of Landlord's liability and
      the
      assets of Landlord out of which such liability may be satisfied.





(d)  Upon
      execution of this Lease Tenant shall deposit with Landlord a Security Deposit
      and Last Months Rent in the amounts set forth in Article 1. Landlord may apply
      all or part of the Security Deposit and Last Months Rent to any unpaid rent
      or
      other charges due from Tenant or to cure any other defaults of Tenant. If
      Landlord uses any part of the Security Deposit and Last Months Rent, Tenant
      shall restore the Security Deposit and Last Months Rent to its full amount
      within ten (10) days after Landlord's written request. Tenant's failure to
      do so
      shall be a material default under this Lease. No interest shall be paid on
      the
      Security Deposit and Last Months Rent. Landlord shall not be required to keep
      the Security Deposit and Last Months Rent separate from its other accounts
      and
      no trust relationship is created with respect to the Security Deposit and Last
      Months Rent. Said Security Deposit and Last Months Rent shall not be mortgaged,
      assigned, transferred or encumbered by Tenant without the prior written consent
      of Landlord, and any such act on the part of Tenant shall be without force
      and
      effect and shall not be binding upon Landlord in any case.


X
 **Exhibit
          10.6 - Lease Agreement Dated September 20,
          2005**





Landlord
      shall deliver any security deposits, last months rent or any other deposits
      made
      hereunder by Tenant to any party who legally acquires any of Landlord's rights
      or interest in the Premises, and in the event that such interest be sold or
      otherwise conveyed, thereupon Landlord shall be released from any further
      liability with respect to such deposits; and this provision shall also apply
      to
      any subsequent transferee of Landlord.





Section
      13.3. Severability :
      A
      determination by a court of competent jurisdiction that any provision of this
      Lease or any part thereof is illegal or unenforceable shall not cancel or
      invalidate the remainder of such provision or this Lease, which shall remain
      in
      full force and effect.





Section
      13.4. Interpretation :
      The
      captions of the Articles or Sections of this Lease are to assist the parties
      in
      reading this Lease and are not a part of the terms or provisions of this Lease.
      Whenever required by the context of this Lease, the singular shall include
      the
      plural and the plural shall include the singular. The masculine, feminine and
      neuter genders shall each include the other in any provision relating to the
      conduct, acts or omissions of Tenant, the term "Tenant" shall include Tenant's
      agents, employees, contractors, invitees, successors, or others using the
      Premises with Tenant's expressed or implied permission.




Section
      13.5. Incorporation
      of Prior Agreements; Modifications :
      This
      Lease is the only agreement between the parties pertaining to the letting of
      the
      Premises to Tenant and no other agreements are effective. All amendments to
      this
      Lease shall be in writing and signed by all parties. Any other attempted
      amendment shall be void.





Section
      13.6. Notices :
      All
      notices required or permitted under this Lease shall be in writing and shall
      be
      personally delivered or sent by certified mail, return receipt requested,
      postage prepaid. Notices to Tenant shall be delivered to the address specified
      in Article 1, except that upon Tenant's taking possession of the Premises,
      the
      Premises shall be Tenant's address for notice purposes. Notices to Landlord
      shall be delivered to the address specified in Article 1. All notices shall
      be
      effective upon the date of delivery or the date delivery is attempted in
      accordance with this Lease. Either party may change its notice address upon
      written notice to the other party.





Section
      13.7. Waivers :
      All
      waivers must be in writing and signed by the waiving party. Landlord's failure
      to enforce any provision of this Lease or its acceptance of rent shall not
      be a
      waiver and shall not prevent Landlord from enforcing that provision or any
      other
      provision of this Lease in the future. No statement on a payment check from
      Tenant or in a letter accompanying a payment check will be binding on Landlord.
      Landlord may, with or without notice to Tenant, negotiate such check without
      being bound to the conditions of such statement.





Section
      13.8. No
      Recordation :
      Tenant
      shall not record this Lease without prior written consent from Landlord.
      However, Landlord may require that a "Short Form" memorandum of this Lease
      executed by both parties be recorded.





Section
      13.9. Binding
      Effect; Choice of Law :
      This
      Lease binds any party who legally acquires any rights or interest in this Lease
      from Landlord or Tenant. However, Landlord shall have no obligation to Tenant's
      successor unless the rights or interests of Tenant's successor are acquired
      in
      accordance with the terms of this Lease. The laws of the State of Florida shall
      govern this Lease.





Section
      13.10. Corporate
      Authority; Partnership Authority :
      If
      Tenant is a corporation, each person signing this Lease on behalf of Tenant
      represents and warrants that he has full authority to do so and that this Lease
      binds the corporation. Within thirty (30) days after this Lease is signed,
      Tenant shall deliver to Landlord a certified copy of a resolution of Tenant's
      Board of Directors authorizing the execution of this Lease or other evidence
      of
      such authority reasonably acceptable to Landlord. If Tenant is a partnership,
      each person signing this Lease for Tenant represents and warrants that he is
      a
      general partner of the partnership, that he has full authority to sign for
      the
      partnership and that this Lease binds the partnership and all general partners
      of the partnership. Tenant shall give written notice to Landlord of any general
      partner's withdrawal or addition. Within thirty (30) days after this Lease
      is
      signed, Tenant shall deliver to Landlord a copy of Tenant's partnership
      agreement or certificate of incorporation or limited partnership.





Section
      13.11. Joint
      and Several Liability :
      All
      parties signing this Lease as Tenant shall be jointly and severally liable
      for
      all obligations of Tenant.





Section
      13.12. Force
      Majeure :
      If
      Landlord cannot perform any of its obligations due to events beyond Landlord's
      control, the time provided for performing such obligation shall be extended
      by a
      period of time equal to the duration of such events. Events beyond Landlord's
      control include, but are not limited to, acts of God, war, civil commotion,
      labor disputes, strikes, fire, flood or other casualty, shortages of labor
      or
      material, government regulations or restriction and weather
      conditions.





Section
      13.13. Execution
      of Lease :
      This
      Lease may be executed in counterparts, and, when all counterpart documents
      are
      executed, the counterparts shall constitute a single binding instrument. The
      delivery of this Lease by Landlord to Tenant shall not be deemed to be an offer
      and shall not be binding upon either party until executed and delivered by
      both
      parties.





Section
      13.14. 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 health
      unit.





Section
      13.15. Right
      to Relocate .
      Landlord reserves the right to relocate Tenant during the term of this Lease
      or
      any renewal hereof, to office space of similar quality construction standards
      within Penn-Florida Commerce Center. If Landlord exercises this right to
      relocate Tenant, then any and all costs incident to said relocation shall be
      the
      responsibility of the Landlord; said costs to be determined prior to the
      relocation of Tenant. In the event Landlord elects to cause Tenant to relocate
      and a Relocation Space is not available within the Building, Landlord may elect,
      in its sole discretion, to either (i) not proceed with the relocation allowing
      Tenant to remain in the Premises or, (ii) terminate the Lease effective sixty
      (60) days following the Notice Date.


XI
 **Exhibit
          10.6 - Lease Agreement Dated September 20,
          2005**








ARTICLE
      FOURTEEN: BROKERS .





Section
      14.1. Broker's
      Fee :
      When
      this Lease is signed and delivered to both Landlord and Tenant, Landlord shall
      pay a real estate commission to Landlord's Broker, as provided in a separate
      written agreement between Landlord and Landlord's Broker. If a Tenant's Broker
      is named in Article 1, Landlord's Broker shall pay an appropriate portion of
      its
      commission to Tenant's Broker if so provided in any agreement between Landlord's
      Broker and Tenant's Broker. Nothing contained in this Lease shall impose any
      obligation on Landlord to pay a commission or fee to any party other than
      Landlord's Broker.





Section
      14.2. No
      Other Brokers :
      Tenant
      and Landlord represent and warrant to each other that the Brokers named in
      Article 1 are the only agents, brokers, finders or other parties with whom
      either party has dealt who are or may be entitled to any commission or fee
      with
      respect to this Lease or the Premises. Landlord and Tenant agree to indemnify
      and hold the other and the other's officers, directors, persons, agents and
      representatives harmless from and against any and all liabilities, damages,
      claims, costs, fees and expenses whatsoever (including, without limitation,
      reasonable attorneys' fees and costs at all trial and appellate levels)
      resulting from any other broker, agent or other person claiming a commission
      or
      other form of compensation by virtue of having dealt with the indemnifying
      party
      with regard to this leasing transaction. The provisions of this paragraph shall
      survive the termination of this Lease.





ARTICLE
      FIFTEEN: RIDERS,
      EXHIBITS & ADDENDA .





Section
      15.1. Riders,
      Exhibits & Addenda :
      All of
      the riders, exhibits and addenda listed below are attached to this lease and
      made a part hereof: (i) Exhibit "A" Work Letter; (ii) Exhibit "B" Memorandum
      Acknowledging Commencement Date and Lease Term; and (iii) Exhibit "C" - The
      Rules.





ALL
      AGREEMENTS AND UNDERSTANDINGS CONTAINED HEREIN, BY SIGNING BELOW WHERE
      INDICATED, TENANT AND LANDLORD ACKNOWLEDGE, UNDERSTAND AND WARRANT TO EACH
      OTHER, THAT, OTHER THAN AS EXPRESSLY SET FORTH HEREIN IN WRITING, THERE ARE
      NO
      AGREEMENTS, UNDERSTANDINGS , PROMISES, STATEMENTS REPRESENTATIONS OR REPRESENTATIVES, INCLUDING WITHOUT
      LIMITATION REAL ESTATE BROKERS OR SALESPERSONS, WHICH EITHER PARTY HAS RELIED
      UPON IN ENTERING INTO THIS LEASE AND THAT THIS LEASE CONTAINS ALL OF THE
      AGREEMENTS OF THE PARTIES HERETO WITH RESPECT TO ANY MATTER COVERED OR MENTIONED
      IN THIS LEASE AND NO PRIOR ORAL OR WRITTEN AGREEMENTS OR UNDERSTANDINGS
      PERTAINING TO ANY SUCH MATTERS SHALL BE EFFECTIVE FOR ANY
      PURPOSE .





Landlord
      and Tenant have signed this Lease at the place and on the date specified
      adjacent to their signatures below and have initialed all Riders, Exhibits
      and
      Addenda, which are attached to or incorporated by reference in this
      Lease.





WITNESSES:      TENANT:
      Adsouth, Inc.




_____________________________   By:
      ___ /S/
      John Cammarano ________________________





_____________________________   As:
      ___ President ________________________





Date:
                __September
                9, 2005_______________





At:
      1141
      South Rogers Circle, Suite # 11


Boca
                Raton, FL 33487





WITNESSES:      LANDLORD:  Penn-Florida
      Venture IV, Limited Partnership





_____________________________   By:
      ___ /S/
      Mark A. Gensheimer ___




XII
 **Exhibit
            10.6 - Lease Agreement Dated September 20,
            2005**


Mark
      A.
      Gensheimer, President


____________________________   Penn-Florida Venture IV Incorporated


General
                Partner





Date:
      __ September
      20, 2005 _________


c/o
      Penn-Florida Capital Corp.


1515
      N.
      Federal Highway, Suite 306


Boca
      Raton, Florida 33432





THE
      EXECUTION AND DELIVERY OF THIS LEASE INVOLVES SIGNIFICANT LEGAL CONSEQUENCES
      AND
      THE PARTIES HERETO SHOULD CONSULT THEIR RESPECTIVE ATTORNEY'S BEFORE ENTERING
      INTO SAME. NO REPRESENTATIONS OR RECOMMENDATIONS ARE MADE BY THE LANDLORD,
      ITS
      ACTUAL OR APPARENT AGENTS, EMPLOYEES OR REPRESENTATIVES AS TO THE LEGAL
      SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION
      RELATING THERETO .





XIII