EXHIBIT
10.17


 


 


Lease
Agreement


 


For


 


Office
Facilities


 


300 Lincoln
Place


 


 


 


	
  TENANT:

  	
   

  	
  Pinnacle
  Assurance Corporation

  
	
   

  	
   

  	
   

  
	
  SUITE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SQ.
  FT.

  	
   

  	
  8,289

  
	
   

  	
   

  	
   

  
	
  TERM:

  	
   

  	
  February
  24, 1997 - June 30, 2003

  



 


 





















 


Index


 


	
  No.

  	
  Paragraph
  Heading

  
	
  1.

  	
  Definitions

  
	
  2.

  	
  Lease
  Grant

  
	
  3.

  	
  Lease
  Term

  
	
  4.

  	
  Use

  
	
  5.

  	
  Base
  Rental

  
	
  6.

  	
  Services
  to be Furnished by Landlord

  
	
  7.

  	
  Improvements
  to be Made by Landlord

  
	
  8.

  	
  Graphics

  
	
  9.

  	
  Care
  of the Premises by Tenant

  
	
  10.

  	
  Repairs
  and Alterations by Tenant

  
	
  11.

  	
  Use
  of Electrical Services by Tenant

  
	
  12.

  	
  Parking

  
	
  13.

  	
  Laws,
  Regulations and Rules

  
	
  14.

  	
  Entry
  by Landlord

  
	
  15.

  	
  Assignment
  and Subletting

  
	
  16.

  	
  Mechanic’s
  Lien

  
	
  17.

  	
  Property
  Insurance

  
	
  18.

  	
  Liability
  Insurance

  
	
  19.

  	
  Assumption
  of Risk

  
	
  20.

  	
  Casualty
  Damage

  
	
  21.

  	
  Condemnation

  
	
  22.

  	
  Damages
  from Certain Causes

  
	
  23.

  	
  Events
  of Default / Remedies

  
	
  24.

  	
  Base
  Rental Adjustment

  
	
  25.

  	
  Peaceful
  Enjoyment

  
	
  26.

  	
  Relocation

  
	
  27.

  	
  Holding
  Over

  
	
  28.

  	
  Subordination
  to Mortgage

  
	
  29.

  	
  Landlord’s
  Lien

  
	
  30.

  	
  Attorney’s
  Fees

  
	
  31.

  	
  No
  Implied Waiver

  
	
  32.

  	
  Personal
  Liability

  
	
  33.

  	
  Security
  Deposit

  
	
  34.

  	
  Force
  Majeure

  
	
  35.

  	
  Relationship
  of parties

  
	
  36.

  	
  Miscellaneous

  
	
  37.

  	
  Special
  Provisions

  



 


1





















 


OFFICE
LEASE AGREEMENT


 


THIS
LEASE AGREEMENT (the “Lease”), is made and entered into on the _________ day of
____________, 19_, between LINCOLN-300 LINCOLN PLACE, LTD., (“Landlord”),
and Pinnacle Assurance Corporation. (“Tenant”).


 


1.             Definitions


 


1.1           “The Building” means the office
building known as.300 LINCOLN PLACE located at 851 Trafalgar Court, Maitland,
Florida 32751.


 


1.2           “Premises” means the suite of offices
located within the Building. The Premises are depicted in Exhibit “A” and
outlined on the floor plan attached as Exhibit “B”. The Premises are stipulated
for all purposes to contain approximately 8.289 square feet of “Net Rentable Area”
(as defined below).


 


*              1.3           “Base Rental” means the sum of ______________ ($_____) per
annum as adjusted pursuant to Paragraph 24(c). The Base Rental due for the
first month during the Lease Term (hereafter defined), is in the amount of
($___________) plus applicable state sales tax.


 


1.4           “Commencement Date” means the first
day of the Lease Term as set forth in Paragraph 1.5.


 


1.5           “Lease Term” means a term commencing
on the 24th day of February 1997, and continuing until the 30th day of June
2003 at midnight.


 


1.6           “Security Deposit” means the sum of
Ten Thousand Fifteen and 88/100 dollars, ($ 10,015.88) to be deposited with
Landlord at the time of execution hereof.


 


1.7           “Common Areas” means those areas
devoted to corridors, elevator foyers, restrooms, mechanical rooms, janitorial
closets, electrical and telephone closets, vending areas and other similar
facilities provided for the common use or benefit of Tenant generally and/of
the public.


 


1.8           “Service Areas” means those areas
within the outside walls used for elevator mechanical rooms, building stairs,
fire towers, elevator shafts, flues, vents, stacks, pipe shafts and vertical
ducts (but shall not include any such areas for the exclusive use of the
particular Tenant).


 


1.9           “Net Rentable Area” of the Premises
means the gross area within the outside surface of the outer glass of the
exterior walls, to the midpoint of any walls separating portions of the
Premises from those of adjacent tenants and to the finished side of Common Area
and Service Area walls separating the Premises form Common Areas and Service
Areas, subject to the following:


 


Net Rentable Area shall not include any Service Areas, nor the atrium
area.


 


Net Rentable Area shall include Tenant’s prorata part of the Common
Areas within the Building, based upon the ratio of the Net Rentable Area within
the Premises to the total Net Rentable Area within the Building, both
determined without regard to the Common Areas.


 


The Net Rentable Area in the Building is 170,018 square feet. The above
set forth estimate of Net Rentable Area within the Premises may be revised, at
Landlord’s election, if Landlord’s architect determines such estimate to be
inaccurate in any material degree after examination of the final drawings of
the Premises and the Building.


 










*              See Special Provisions, Section 37


 


 





















 


1.10         “Exterior Common Areas” means the
portion of the Property (and other tracts of real property comprising the multi-building
project in the event the Building is located in such a project) which are not
located within the Building (or other Building in a multi-building
project) and which are provided and maintained for the common use and benefit
of Landlord and tenants of the Building (or multi-building project)
generally and the employees, invitees and licensees of Landlord and such
tenants; including, without limitation, all parking areas, enclosed or
otherwise, and all streets, sidewalks and landscaped areas.


 


1.11         “Building Standard” means the quality,
amount, level of performance, or standards, as the case may be, as established
in Building Rules.


 


1.12         “Building Standard Improvements” means
those improvements (including the “Shell Improvements” and the “Allowance Items”)
to the Premises which Landlord shall agree to provide according to the Work
Letter attached as Exhibit “D”.


 


1.13         “Building Grade” means the type, brand
and/or quality of materials Landlord designates from time to time to be the
minimum quality to be used in the Building or the exclusive type, grade or
quality of material to be used in the Building.


 


2.             LEASE
GRANT  Subject to
and upon the terms herein set forth, Landlord leases to Tenant and Tenant
leases from Landlord the Premises.


 


3.             LEASE
TERM


 


3.1           This Lease shall continue in force
during the period specified in Paragraph 1.5, unless this Lease is sooner
terminated or extended to a later date under any other term or provision of
this Lease.


 


3.2           If by the date specified as the
Commencement Date, the Premises have not been substantially completed pursuant
to the Work Letter, due to omission, delay or default by Tenant or anyone
acting under or for Tenant due to any cause other than Landlord’s default,
Landlord shall have no liability, and the obligations of this Lease (including
without limitation, the obligation to pay rent) shall nonetheless commence as
of the Commencement Date.


 


3.3           If, however, the Premises are not
substantially completed by the Commencement Date, the rent herein provided
shall not commence until the earlier of actual occupancy by Tenant or
substantial completion of the work which Landlord has agreed to perform.


 


3.4           Tenant agrees to accept possession of
the Premises when the Premises have been substantially completed, with all
facilities in operating order.  If there
are any finishing touches remaining to be done which will not interfere with
the conduct of Tenant’s business on the Premises, Tenant will nevertheless
accept delivery of possession and allow Landlord to complete such finishing
touches.


 


4.             USE


 


4.1           Tenant will use and occupy the
Premises for the following use or purpose and for no other use or purpose:
General Office Space.


 


4.2           Tenant agrees not to use or permit
the use of the Premises for any purpose which is illegal, or which, in Landlord’s
sole opinion, creates a nuisance or which would increase the cost of insurance
coverage with respect to the Building.


 


5.             BASE
RENTAL


 


2





















 


5.1           Tenant shall pay to Landlord during
the Lease Term without any setoff or deduction whatsoever, the Base Rental and
all such other money as shall become due hereunder as additional rent, all of
which are sometimes herein collectively called “rent”.


 


5.2           The annual Base Rental for each
calendar year or portion thereof during the Lease Term, together with any
adjustments thereto as set forth in Section 37.1, then in effect, shall be due
and payable in twelve (12) equal installments on the first day of each calendar
month during the initial term of this Lease and any extensions or renewals
thereof. Tenant agrees to pay all such sums in advance and without demand.


 


5.3           Tenant shall pay such Base Rental and
any adjustments thereto to Landlord at Landlord’s address provided herein (or
such other address as may be designated by Landlord in writing from time to
time).


 


5.4           If the term of this Lease commences
on a day other than the first day of a month, or terminates on a day other than
the last day of a month, then the installments of Base Rental and any
adjustments thereto for such month or months shall be prorated, based on the
number of days in such month.


 


5.5           All installments of rent not paid
when due shall bear interest at the maximum lawful contract rate in the state
of Florida until paid.


 


5.6           The Base Rental shall be adjusted
upward from time to time in accordance with the provisions of Paragraph 24.


 


5.7           Tenant shall pay all sales taxes
levied or assessed against all rent payments due under this Lease
simultaneously with each rent payment required.


 


6.             SERVICES
TO BE FURNISHED BY LANDLORD


 


                6.1           Landlord agrees to furnish Tenant the following services
(defined services):


 


(a)           Hot and cold water at those points of supply provided for
general use of other tenants in the Building.


(b)           Central heat and air conditioning at such temperatures and
in such amounts as are considered by Landlord to be standard or as required by
governmental authority; provided, however, heating and air conditioning service
at times other than for “Normal Business Hours” for the Building (as
established by the Building Rules) shall be furnished only upon the written
request of Tenant delivered to Landlord in accordance with the Building Rules.
Tenant shall bear the entire cost of such additional service as such costs are
determined by Landlord from time to time. 
The current charge for after hours air conditioning is $25.00 per hour.


(c)           Routine maintenance and electric lighting service for all
Common Areas and Service Areas of the Building in the manner and to the extent
deemed by Landlord to be standard.


(d)           Janitorial service, Monday through Friday, exclusive of
normal business holidays; provided, however, if Tenant’s floor covering or
other improvements require special treatment, Tenant shall pay all additional
cleaning cost attributable thereto as additional rent upon presentation of a
statement therefore by Landlord.


(e)           Subject to the provisions of Paragraph 11, facilities to
provide all electrical current required by Tenant in its use and occupancy of
the Premises.


(f)            All building Standard fluorescent bulb replacement in the
Premises and fluorescent and incandescent bulb replacement in the Common Areas
and Service Areas.


(g)           Security in the form of limited access to the Building
during other than Normal Business Hours shall be provided in such form as
Landlord deems appropriate.  Landlord,
however, shall have no liability to Tenant, its employees, agents, invitees or
licensees for losses due to theft or burglary,


 


3





















 


or for damages done by unauthorized person s
on the Premises and neither shall Landlord be required to insure against any
such losses. Tenant shall cooperate fully in Landlord’s efforts to maintain
security in the Building and shall follow all regulations promulgated by
Landlord with respect thereto.


 


                6.2           The failure by Landlord to any extent to furnish, or the
interruption or termination of the defined services in whole or in part,
resulting from causes beyond the reasonable control of Landlord shall not
render Landlord liable in any respect nor be construed as an eviction
(constructive or otherwise) of Tenant, nor work and abatement of rent, nor
relieve Tenant from the obligation to fulfill any covenant or agreement of this
Lease.


 


                6.3           Should any of the equipment or machinery used in the
provision of defined services for any cause cease to function properly, Tenant
shall have no claim for offset or abatement of rent or damages on account of an
interruption in service occasioned thereby or resulting therefrom
notwithstanding Tenant’s rights under Section 23.4.


 


                6.4           Except as otherwise expressly provided herein Landlord
shall not be required to make any repairs to the Premises other than structural
remails to the Premises.


 


7.             IMPROVEMENTS
TO BE MADE BY LANDLORD  Except as otherwise provided in the Work
Letter attached as Exhibit “D”, all installations and improvements now or
hereafter placed on the Premises other than Building Standard Improvements shall
be for Tenant’s account and at Tenant’s cost (and Tenant shall pay ad valorem
taxes and increased insurance thereon or attributable thereto), which cost
shall be payable by Tenant to Landlord as additional rent in accordance with
provisions of the Work Letter.


 


8.             GRAPHICS


 


                8.1           Landlord shall provide and install, at Landlord’s cost,
all letters or numerals at the entryway to the Premises. All such letters and
numerals shall be in the standard graphics for the Building and no others shall
be used or permitted on the Premises without Landlord’s prior written consent.


 


                8.2           Signage, wall coverings, graphics, or furniture that will
be visible from the atrium or from exterior entryways must first be approved,
in writing, by Landlord.


 


9.             CARE
OF THE PREMISES BY TENANT  Tenant shall not commit or allow any waste to
be committed on any portion of the Premises, and at the termination of the
Lease Tenant shall deliver the Premises to Landlord in as good condition as at
the date of the commencement of the term of this Lease, ordinary wear and use
excepted.


 


10.          REPAIRS
AND ALTERATIONS BY TENANT


 


                10.1         Tenant shall, at Tenant’s own cost and expense, repair any
damage done to the Building, or any part thereof, including replacement of
damaged portions or item, caused by Tenant or Tenant’s agents, employees,
invitees, or visitors, and Tenant covenants and agrees to make all such repairs
as may be required to restore the Building to as good a condition as it was in
prior to such damage.


 


                10.2         All such work or repairs by Tenant shall be effected in
compliance with all applicable laws; provided, however, if Tenant fails to make
such repairs or replacements promptly, Landlord may, after written notice, make
repairs or replacements, and Tenant shall pay the cost thereof to the Landlord
within ten (10) days of Landlord’s demand therefor, as additional rent.


 


                10.3         Tenant agrees with Landlord not to make or allow to be made
any repairs or alterations to the Premises, install any vending machines on the
Premises, or place signs on the Premises which are visible from outside the
Premises, without first obtaining the prior written consent of Landlord in each
such instance which consent may be given on


 


4





















 


such
conditions as Landlord may elect. Such consent shall not apply to structural
repairs or alterations as Tenant may not perform same.


 


                10.4         Any and all alterations to the Premises shall become the
property of Landlord upon termination of this Lease (except for movable
equipment or furniture owned by Tenant). Landlord may, nonetheless, require
Tenant to remove such fixtures, equipment and other improvements installed on
the Premises and restore the Premises to the condition as originally occupied
by the Tenant.  If Landlord so requires,
and Tenant fails to remove such improvements, Landlord may remove such
improvements at Tenant’s cost, and Tenant shall pay Landlord on demand the cost
of restoring the Premises to the condition as originally occupied by Tenant.


 


11.          USE OF
ELECTRICAL SERVICES BY TENANT Tenant’s use of electrical
services furnished by Landlord shall not exceed, either in voltage, rated
capacity, or overall load of 6 watts per usable quare foot.  If Tenant shall request that it be allowed to
consume electrical services in excess of that deemed by Landlord, Landlord may
refuse to consent to the usage or may consent upon such conditions as Landlord
elects (including the requirement that submeters be installed at Tenant’s
expense).


 


12.          PARKING


 


                12.1         During the term of this Lease, Tenant shall have the
non-exclusive use in common with Landlord, other tenants of the Building (or
project in which the Building is located, in a multi-building project), their
guests and invitees, of the non-reserved common automobile parking areas,
driveways and footways, subject to rules and regulations for the use thereof as
prescribed from time to time by landlord.


 


                12.2         No specific designated parking spaces shall be assigned to
Tenant unless otherwise agreed by Landlord and Tenant in writing.  Landlord shall have the right to reserve parking
spaces as it elects and condition the use thereof on such terms as it elects.


 


                12.3         Landlord has provided in its planning for Seventy Five (75)
unreserved, non-assigned parking spaces for Tenant’s use and Tenant will not
exceed this planned use.


 


13.          LAWS,
REGULATIONS AND RULES


 


                13.1         Tenant shall comply with all applicable laws, ordinances,
rules and regulations of any governmental entity, agency or authority having
jurisdiction of the Premises of Tenant’s use of the Premises.


 


                13.2         Tenant shall comply with the Building Rules adopted and
amended by Landlord from time to time and will cause all of its agents,
employees, invitees and visitors to do so. 
All changes to such rules will be furnished by Landlord to Tenant in
writing.


 


14.          ENTITY
BY LANDLORD  Tenant shall
permit Landlord or its agents or representatives to enter into and upon any
part of the Premises at all reasonable hours (and in emergencies at all times)
to inspect the condition, occupancy or use; to show the Premises to prospective
purchasers, mortgagees, tenant or insurers; or to clean or make repairs,
alterations or additions.  Tenant shall
not be entitled to any abatement or reduction of rent by reason of this right
of entry.


 


15.          ASSIGNMENT
AND SUBLETTING


 


                15.1         Tenant shall not assign, sublease, transfer, pledge or
encumber this Lease or any interest therein without Landlord’s prior written
consent which not be unreasonably withheld. 
Any attempted assignment, sublease or other transfer or encumbrance by
Tenant in violation of the terms and covenants of this Paragraph shall be
void.  Landlord agrees not to
unreasonably withhold its consent to any proposed assignment or subletting by
Tenant.  In addition to any other factors
that Landlord may reasonably consider in connection with a request for Landlord’s
consent to any assignment or subletting, Landlord


 


5





















 


shall
be deemed to be acting reasonably if Landlord requires that all of the
following conditions be satisfied in connection with any such proposed
assignment or subletting by Tenant: (i) the proposed sublessee or assignee is
engaged in a business which is in keeping with the then standards of the
Building and is of similar character and quality of other tenants in the
Building, (ii) Tenant and each successor and assign as lessee hereunder shall
remain primarily liable under this Lease, (iii) the occupancy of the proposed
assignee or sublessee will not create unreasonable elevator loads or otherwise
unreasonably interfere with standard Building operations, (iv) the proposed
sublessee or assignee shall not detract from or negatively impact the character
of the Building, nor be a person or entity convicted of or currently under
indictment for a felony under state or federal law, (v) the proposed sublessee
or assignee is not then occupying, and has not occupied in the last six months,
any space in the Building, (vi) the proposed use of the Premises by any such
assignee or sublessee does not violate any exclusive use or prohibited use
covenants binding Landlord or the Building, (vii) the proposed assignee or
sublessee can demonstrate, to the reasonable satisfaction of Landlord, that it
has sufficient financial creditworthiness to satisfy the obligations of the
lessee under this Lease and (viii) Tenant is not then in default under this Lease,
(ix) the configuration of the space proposed to be assigned or sublet.


 


                15.2         If Tenant shall desire Landlord’s consent to the subletting
or assignment, Tenant shall give Landlord thirty (30) days prior written notice
thereof.  Such notice shall be deemed to
be an offer by Tenant to sublet the Premises to Landlord for the balance of the
term upon all the same terms, covenants and conditions as are contained in this
Lease or to assign this Lease to Landlord at Landlord’s option.  In the event of a subletting or assignment to
another party, Tenant shall remain responsible for all of the Tenant
obligations, including the payment of rent.


 


                15.3         If Landlord does not accept such offer in writing within the
thirty (30) day notice period, then Landlord’s right to sublease the Premises
or acquire this Lease by assignment shall be deemed to be waived, but nothing
herein contained shall be deemed to be a consent by Landlord to any subletting
or assignment unless Landlord delivers to Tenant its written consent.


 


                15.4         Notwithstanding Landlord’s consent on any occasion, the
right of Landlord to receive an offer of sublet or assignment from Tenant as
noted in Paragraph 15.2 shall apply to any further subletting or assignment.


 


                15.5         If Tenant shall become involved in bankruptcy proceedings
under the Bankruptcy Code of the United States, as the same may be amended from
time to time, and the bankruptcy trustee or debtor intends to assign or
sublease this Lease, Landlord shall have the right of first refusal to re-acquire
the Lease on the same terms and conditions as may be contained in any bona fide
offer made by any third party, which offer Tenant intends to accept.


 


                15.6         The covenants in this paragraph are personal to Tenant and
may not be exercised by any person or entity other than Tenant.


 


                15.7         Anything contained in the foregoing provisions of this
section to the contrary notwithstanding, neither Tenant nor any other person
having an interest in the possession, use, occupancy or utilization of the
Premises shall enter into any lease, sublease, license, concession or other
agreement for use, occupancy or utilization of space in the Premises which
provides for rental or other payment for such use, occupancy or utilization
based in whole or in part, on the net income or profits derived by any person
from the Premises leases, used, occupied or utilized (other than an amount
based on a fixed percentage or percentages or receipts of sales), and any such
proposed lease, sublease, license, concession or other agreement shall be
absolutely void and ineffective as a conveyance or any right or interest in the
possession, use occupancy or utilization of any part of the Premises. Landlord
reserves the right to make exception to the above, provided that Tenant agrees
to pay Landlord any and all rent, profit or other payment which exceeds the
rent obligation of Tenant.


 


6





















 


                15.8         Anything contained in the foregoing provisions of this
Paragraph 15 to the contrary notwithstanding, Landlord’s consent or approval
(i) shall not be required and nothing shall prohibit or restrict the subletting
or assignment of this Lease to any corporation affiliated with Tenant or (ii)
any transfer of all or any of Tenant’s corporate stock or assets to any
corporation affiliated with Tenant, provided that in either such case the
assignee shall assume in writing, in form reasonably satisfactory to Landlord,
all of Tenant’s obligations under this Lease, and provided that no such
assignment or subletting shall release Tenant or Lease Guarantor from their
liability under the terms and conditions of this Lease and the Lease Guarantee,
respectively.


 


16.          MECHANIC’S
LIEN


 


                16.1         Tenant will not permit any mechanic’s lien or liens to be
placed upon the Premises or the Building. Nothing in this Lease shall be deemed
or construed in any way as constituting the consent or request of Landlord,
express or implied, to any person for the performance of any labor or the
furnishing of any materials to all or part of the Premises, nor as giving
Tenant any right, power, or authority to contract for or permit the rendering
of any services or the furnishing thereof that would or might give rise to any
mechanic’s or other liens against the Premises.


 


                16.2         If any such lien is claimed against the Premises, then, in
addition to any other right or remedy of Landlord, Landlord may, but shall not
be obligated to, discharge the same. Any amount paid by Landlord for such
purposes shall be paid by Tenant to Landlord as additional rent within ten (10)
days of Landlord’s demand therefor.


 


17.          PROPERTY
INSURANCE


 


                17.1         Landlord shall maintain and pay for fire and extended
coverage insurance on the Building and the Premises in such amounts as Landlord’s
mortgagees shall require. Payments for losses thereunder shall be made solely
to Landlord or the mortgagees of Landlord as their interest shall appear.
Landlord shall also maintain rent insurance for the Building and the Premises.


 


                17.2         Tenant shall maintain at its expense, in an amount equal to
full replacement cost, fire and extended coverage insurance on all of its
personal property, including removable trade fixtures located in the Premises
and in such additional amounts as are required to meet Tenant’s obligations
pursuant to paragraph 20 hereof.


 


                17.3         Tenant shall, at Landlord’s request from time to time,
provide Landlord with current certificates of insurance evidencing Tenant’s
compliance with this paragraph 17 and paragraph 18.


 


                17.4         Tenant shall obtain the agreement of Tenant’s insurers to
notify Landlord at least ten (10) days prior to cancellation or expiration of
any such insurance coverage required by Tenant.


 


18.          LIABILITY
INSURANCE


 


                18.1         Tenant and Landlord shall, each at its own expense, maintain
a policy or policies of comprehensive general liability insurance with respect
to the respective activities of each in the Building, and on the Property (or
within the project if the Building is located in a multi­building project) with
the premiums thereon fully paid for on or before due date, issued by and
binding upon an insurance company with an A.M. best “A” rating, such insurance
to afford minimum protection of not less than $1,000,000 combined single limit
coverage of bodily injury, property damage or combination thereof.


 


                18.2         Landlord shall not be required to maintain insurance against
thefts within the Premises, the Building or any project within which the
Building is located.


 


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19.          ASSUMPTION
OF RISK


 


                19.1         Except in the case of Landlord’s negligence or willful
misconduct, Landlord shall not be liable to Tenant or Tenant’s customers,
licensees, agents, guests or employees for any injury or damages to its, his or
their persons or property by any cause whatsoever, including, but not limited
to acts or omissions of any other tenant in the Building, construction defects,
water, rain, sleet, fire, storms, negligence and accidents, breakage, stoppage,
or leaks of gas, water, heating, sewer pipes, boilers, wiring or plumbing or
any other defect in, on or about the Premises.


 


                19.2         Tenant expressly assumes all liability for or on account of
any such injury, loss or damage, and will at all times, indemnify and save
Landlord harmless from and against all liability, damage or expense caused by
or arising out of any such injury, loss or damage to persons or property upon
the Premises except for damages arising from Landlord’s negligence or willful
misconduct.


 


20.          CASUALTY
DAMAGE


 


                20.1         If the Premises or any part thereof shall be damaged by fire
or other casualty, Tenant shall give prompt written notice thereof to Landlord.


 


                20.2         If the Building shall be so damaged that substantial
alteration or reconstruction of the Building shall, in Landlord’s sole but
reasonable opinion, be required (whether or not the Premises shall have been
damaged by such casualty) or in the event any mortgagee of Landlord’s should
require that the insurance proceeds payable as a result of a casualty be
applied to the payment of the mortgage debt or in the event of any material
uninsured loss to the Building, Landlord may, at its option, terminate this
Lease by notifying Tenant in writing of such termination within thirty (30)
days after the date of such damage.


 


                20.3         It the Premises are damaged by fire or other casualty and in
the reasonable estimation of the Landlord’s contractor for the Building, such
damage cannot be substantially restored within one hundred twenty (120) days of
such damage, then Tenant may, at its option, terminate this Lease as of the
date of such fire or casualty and the Lease Term shall end on such date as if
that date have been originally fixed in this Lease for the expiration of the
Lease Term.  Landlord shall use its best
efforts to cause such general contractor to give Landlord and Tenant a written
estimate of the estimated restoration period within thirty (30) days after the
fire or other casualty.  Tenant shall
exercise its option provided herein by written notice to Landlord within
fifteen (15) days after receipt of the general contractor’s written estimate.


 


                20.4         If neither Landlord nor Tenant thus elects to terminate this
Lease, Landlord shall commence and proceed with reasonable diligence to restore
the Building to substantially the same condition in which it was immediately
prior to the happening of the casualty, except that Landlord’s obligation to
restore shall not exceed the scope of the work required to be done by Landlord
in originally constructing the Building and installing Shell Improvements (as
described in the Work Letter) in the Premises, nor shall Landlord be required
to spend for such work an amount in excess of the insurance proceeds actually
received by Landlord as a result of the casualty.


 


                20.5         Except for the reconstruction by Landlord of Landlord’s as
set forth in the original Work Letter, all costs and expenses for
reconstruction, including the restoration of Tenant’s furniture and equipment,
shall be borne by Tenant.


 


                20.6         Landlord shall not be liable for any inconvenience or
annoyance to Tenant or injury to the business of Tenant resulting in any way
from such damage or the repair thereof, except that, subject to the provisions
of paragraph 20.7, Landlord shall allow Tenant a fair diminution of rent during
the time and to the extent the Premises are unfit for occupancy or access
thereto is impaired.


 


8





















 


                20.7         If the Premises or any other portion of the Building shall
be damaged by fire or other casualty resulting from the fault or negligence of
Tenant or any of Tenant’s agents, employees, or invitees, the rent hereunder
shall not be diminished during the repair of such damage and Tenant shall be
liable to Landlord for the cost of the repair and restoration of the Building
caused thereby to the extent such cost of the repair and restoration of the
Building is not covered by Landlord’s insurance proceeds.


 


21.          CONDEMNATION


 


                21.1         If the whole or substantially the whole of the Building or
the Premises should be taken for any public or quasi-public use, by right
of eminent domain or otherwise, or if it should be sold in lieu of
condemnation, then this Lease shall terminate as of the date when physical
possession of the Building or the Premises is taken by condemning authority.


 


                21.2         If less than the whole or substantially the whole of the
Building or the Premises is thus taken or sold (whether or not the Premises are
affected thereby), Landlord may terminate this Lease by giving written notice
thereof to Tenant, in which event this Lease shall terminate as of the date
when physical possession of such portion of the Building or Premises is taken
by the condemning authority.


 


                21.3         If this Lease is not so terminated upon any such taking or
sale, the Base Rental payable hereunder shall be diminished by an equitable
amount, and the Landlord shall, to the extent Landlord deems feasible, restore
the Building and the Premises to substantially its former condition, but such
work shall not exceed the scope of the work done by Landlord in originally
constructing the Building and installing Building Standard Improvements in the
Premises, nor shall Landlord in any event be required to spend for such work an
amount in excess of the amount received by Landlord as compensation for such
damage.


 


                21.4         All amounts awarded upon a taking of any part or all of the
Building or the Premises shall belong to Landlord, and Tenant shall not be
entitled to and expressly waives all claim to any such compensation.


 


                21.5         Tenant shall be entitled to claim independently against
condemning authority any damages expressly referable to Tenant’s business as
the same may be permitted by law provided such claim shall not reduce any award
payable to Landlord.


 


22.          DAMAGES
FROM CERTAIN CAUSED 
Landlord shall not be liable to Tenant for any loss or damage to any
property or persons occasioned by theft, fire, act of God, public enemy,
injunction, riot, strike, insurrection, war, court order, requisition, or order
of governmental body or by any other cause beyond the control of Landlord, nor
shall Landlord be liable for any damage or inconvenience which may arise
through repair or alterations of any part of the Building or Premises, except
for occurrences by the gross negligence or willful misconduct of Landlord, its
agents, contractors, or employees.


 


23.          EVENTS
OF DEFAULT/REMEDIES


 


                23.1         Events of Default by Tenant. The happening of any one or
more of the following listed events (Events of Default) shall constitute a breach
of this Lease by Tenant:


 


(a)           The failure of Tenant to pay any rent or any other sums of
money due hereunder and such failure continues for a period of ten (10) days
after the date such sum is due;


(b)           The failure of Tenant to comply with any material
provision of this Lease or any other agreement between Landlord and Tenant,
including the Work Letter, all of which terms, provisions and covenants shall
be deemed material;


(c)           The taking of the leasehold on execution or other process
of law in any action against Tenant:


(d)           The failure of Tenant to accept the Premises, to promptly
move into, to take possession of, and to operate its business on the Premises


 


9





















 


when the Premises are substantially complete,
or if Tenant ceases to do business in or abandons any substantial portion of
the Premises within the first year of the lease.


(e)           Tenant becoming insolvent or unable to pay its debts as
they become due, or Tenant’s notification to Landlord that it anticipates
either condition;


(f)            The filing of any bankruptcy or similar proceeding by or
against Tenant under any state law.


(g)           The appointment of a receiver or trustee for Tenant’s
leasehold interest in the Premises or for all or a substantial part of the
assets of Tenant.


 


                23.2         Landlord’s Remedies for Tenant Default. Upon the occurrence
of any event or Events of Default by Tenant, whether enumerated in paragraph
23.1 or not, if Tenant fails to cure any such default within thirty (30) days
of written notice from Landlord, Landlord shall have the option, at Landlord’s
election, to pursue any one or more of the following remedies:


 


(a)           Landlord may cancel and terminate this Lease and
dispossess Tenant;


(b)           Landlord may without terminating or canceling this Lease,
declare all amounts and rents due under this Lease for the remainder of the
existing term (or any applicable extension or renewal thereof) to be
immediately due and payable, and thereupon all rents and other charges due
hereunder to the end of the initial term or any renewal term, if applicable, shall
be accelerated;


(c)           Landlord may elect to enter and repossess the Premises and
relet the Premises for Tenant’s account, holding Tenant liable in damages for
all expenses incurred in any such reletting and the amount due and payable
under the terms of this Lease;


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


 


                23.3         Landlord’s Remedies are cumulative. All the remedies of
Landlord in the event of Tenant default shall be cumulative and in addition,
Landlord may pursue any other remedies permitted by law or in equity.
Forbearance by Landlord to enforce one or more of the remedies upon an Event of
Default, shall not constitute a waiver of such default.


 


                23.4         Events of Landlord Default.


 


(a)           If Tenant asserts that Landlord has failed to meet its
obligations under this Lease, Tenant shall give written notice (Notice of
Default) to Landlord specifying the alleged failure to perform, and Tenant
shall send by certified mail, return receipt requested, a copy of such Notice
of Default to any mortgage holder, (provided that Tenant has been previously
advised of the address of the mortgage holder by assignment of rents or
otherwise).


(b)           If Landlord has not begun and pursued with reasonable
diligence the cure of any failure of any Landlord to meet its obligations under
this Lease within thirty (30) days of receipt of the Notice of Default, then
Landlord shall be in default.


(c)           If Landlord shall have failed to cure such default within
the time set forth above, then the mortgagees shall have an additional thirty
(30) days within which to cure such default, or if such default cannot be cured
within that time, then such additional time as may be necessary if within such
thirty (30) days any mortgagee has commenced and is


 


10





















 


diligently pursuing the remedies necessary to
cure such default, including, but not limited to, commencement of foreclosure
proceedings if necessary to effect such a cure, in which event this Lease shall
not be terminated while such remedies are being so diligently pursued.


(d)           In no event shall Tenant have the right to terminate or
rescind this Lease as a result of Landlord’s default as to any covenant or
agreement contained in this Lease or as a result of the breach of any promise
or inducement hereof, whether in this Lease or elsewhere. Tenant hereby waives
such remedies of termination and rescission and hereby agrees that Tenant’s
remedies for default hereunder and for breach of any promise or inducement
shall be limited to a suit for damages or an injunction, or both.


 


24.          BASE
RENTAL ADJUSTMENT


 


                24.1         The Base Rental payable hereunder shall be further adjusted
upward from time to time in accordance with the following provision:


 


(a)           Tenant shall during the term of this Lease pay as an adjustment
to the Base  Rental hereunder an amount
(per each square foot of Net Rentable Area within the Premises) equal to the
excess (“Excess”) of the then current year’s actual Basic Costs per square foot
of Net Rentable Area in the Building over the Base Year which will be defined
as January 1st through December 31, 1997. No pass thrus on expenses will go
into effect until January 1, 1998. 
Landlord may collect such additional Base Rental in arrears on a yearly
basis. Notwithstanding any language in the Lease seemingly to the contrary, if
the Building is not fully occupied during any calendar year of the Lease Term,
actual Basic Costs and the Excess shall be determined as if the Building had
been fully occupied during such year. Landlord shall also have the option to
make a good faith estimate of the Excess for each upcoming calendar year and
upon thirty (30) days written notice to Tenant may require the monthly payment
of Base Rental adjusted in accordance with such estimate. Any amounts paid
based on such an estimate shall be subject to adjustment pursuant to Paragraph
24.1(b) when actual Basic Costs are available for such calendar year.


(b)           Landlord shall furnish to Tenant a statement of Landlord’s
actual Basic Costs for  the previous
calendar year. If, for any calendar year additional Base Rental collected for
the prior year, as a result of Landlord’s estimate of Basis Costs, is in excess
of the additional Base Rental actually due during such prior year, then
Landlord shall refund to Tenant any overpayment (or at Landlord’s option, apply
such amount against rent due or to become due hereunder). Likewise, Tenant
shall pay to Landlord on demand, any underpayment with respect to the prior
year.


(c)           Tenant, at its expense, shall have the right no more
frequently than once per  calendar year,
following prior written notice to Landlord, to audit Landlord’s books and
records relating to Basic Costs; or at Landlord’s sole discretion, Landlord
will provide such audit in accordance with general standard principles of sound
management and accounting.


(d)           Failure of Landlord to furnish a statement of actual
Operating Expenses or to  give notice of
an adjustment to Base Rental under this Paragraph 24 by March 31 of the
following year in a timely manner shall not prejudice or act as a waiver of
Landlord’s right to furnish such statements or give such notice at a subsequent
time or to collect any adjustments to the Base Rental or any preceding period.


 


                24.2         “Basic Costs” means all direct and indirect costs and
expenses in each calendar year of operating, maintaining, insuring, managing
and owning the Building and the real property in its immediate proximity, real
estate taxes and assessments of the Building, plus the Building’s allotted
share from time to time of the operating expenses for


 


11





















 


the
exterior Common areas (as defined below). Basic Costs shall not include the
cost of capital improvements, depreciation, interest, lease commissions, and
principal payments on mortgage and other non­operating debts of Landlord. Basic
Costs shall, however, include the amortization of capital improvements which
are primarily for the purpose of reducing Basic Costs, or which are required by
governmental authorities.


 


                24.3         “Exterior Common Areas” means the portion of the Property
which is not located within the Building, and which is provided and maintained
for the common use and benefit of Landlord and tenants of the Building
generally including, without limitation, all parking areas, enclosed or
otherwise, and all streets, sidewalks and landscaped areas.


 


25.          PEACEFUL
ENJOYMENT


 


                25.1         Tenant shall, and may peacefully enjoy the Premises against
all persons claiming by, through or under Landlord, subject to the other terms
hereof, provided that Tenant pays the rent and other sums here in recited to be
paid by the Tenant and performs all of Tenant’s covenants and agreements in
this Lease.


 


                25.2         The foregoing covenant and any and all other covenants of
the Landlord shall be binding upon Landlord and its successors, only with
respect to breaches occurring during its or their respective periods of
ownership of the Tenant’s interest hereunder.


 


26.          RELOCATION


 


                26.1         Landlord shall be entitled to cause Tenant to relocate from
the Premises to a substantially comparable space (a Relocation Space”) within
the Building (or within the project that the Building is located in a multi-building
project) at any time after ninety (90) days written notice of Landlord’s
election (not less Premises as herein defined).


 


                26.2         Any such relocation shall be entirely at the expense of
Landlord or the third party tenant replacing Tenant in the Premises. Such a
relocation shall not terminate or otherwise affect or modify this Lease except
that from and after the date of relocation, Premises shall refer to the relocation
space into which Tenant has been moved, rather than the original Premises as
herein defined.


 


27.          HOLDING
OVER


 


                27.1         If Tenant holds over without Landlord’s written consent
after expiration or other termination of this Lease, or it Tenant continues to occupy
the Premises after termination of Tenant’s right of possession pursuant to the
provisions of Paragraph 23.2(c), Tenant shall throughout the entire hold-over
period pay rent equal to twice the Base Rental and additional Base Rental which
would have been applicable had the term of this Lease continued through the
period of such holding over by the Tenant. Landlord and Tenant maintain the
right to terminate this month-to-month tenancy with thirty (30) day
written notification to the other party.


 


                27.2         No possession by Tenant after the expiration of the term of
this Lease shall be construed to extend the term of this Lease unless Landlord
has consented to such possession in writing.


 


28.          SUBORDINATION
TO MORTGAGE


 


                28.1         This Lease is and shall be subject and subordinate only to a
first mortgage, whether presently existing or hereafter arising upon the
Premises, or upon the Building and to any renewals, modifications, refinancing
or extensions thereof, but Tenant agrees that any such first mortgagee shall have
the right at any time to subordinate such mortgage to this Lease on such terms
and subject to such conditions as such mortgagee may deem appropriate in its
sole discretion provided mortgage provides a non-disturbance agreement for
Tenant.


 


12





















 


                28.2         Landlord is hereby irrevocably vested with full power and
authority to subordinate this Lease to any first mortgage, now existing or
hereafter placed upon the Premises or the Building, and Tenant agrees upon
demand to execute such further instruments subordinating the Lease or attorning
to the holder of any such first lien as Landlord may request.


 


                28.3         The terms of this Lease are subject to approval by the
Landlord’s permanent lender(s), and such approval is a condition precedent to
Landlord’s obligations hereunder. In addition, all leases of portions of the
Building will be subordinate to such permanent lender’s mortgage.


 


                28.4         If Tenant should fail to execute any subordination or other
agreement required by this paragraph, promptly as requested, Tenant hereby
irrevocably constitutes Landlord as its attorney-in-fact to execute
such instrument in Tenant’s name, place and stead, it being agreed that such
power is one occupied with an interest.


 


                28.5         Tenant agrees that it will from time to time upon request by
Landlord, execute and deliver to such persons as Landlord shall request, a
statement in recordable form certifying that this Lease is unmodified and in
full force and effect (or if there have been modifications, that the same is in
full force and effect as so modified), stating the dates to which rent and
other charges payable under this Lease have been paid, stating that Landlord is
not in default hereunder (or if Tenant alleges default stating the nature of
such alleged default) and further stating such other matters as Landlord or its
mortgagee(s) shall reasonably require.


 


                28.6         Tenant shall, in the event of the sale or assignment of
Landlord’s interest in the Building of which the Premises form a part, or in
the event of any proceedings brought for the foreclosure of, or in the event of
exercise of the power of sale under any mortgage made by Landlord covering the
Premises, attorn to the purchaser and recognize the purchaser as Landlord under
this Lease.


 


29.          LANDLORD’S
LIEN


 


                29.1         Tenant hereby grants to Landlord a lien and security
interest on all property of Tenant now or hereafter placed in or upon the
Premises, and such property shall be and remain subject to such lien and
security interest of Landlord for payment of all rent and other sums agreed to
be paid by Tenant herein. It is provided, however, that the Landlord shall not
have a lien which would be superior to a lien from a lending institution,
supplier or leasing company, if such lending institution, supplier or leasing
company has a security interest in the equipment, furniture or other tangible
personal property and which security interest has its origin in a transaction
whereby Tenant acquired such equipment, furniture or other tangible personal
property.


 


                29.2         The provisions of this paragraph relating to such lien and
security interest shall constitute a security agreement under and subject to
the Uniform Commercial Code of the State of Florida so that Landlord shall have
and may enforce a security interest on all property of Tenant now or hereafter
placed in or on the Premises, in addition to and cumulative of the Landlord’s
liens and rights provided by law or by the other terms and provisions of this
Lease.


 


                29.3         Tenant agrees to execute as debtor such financing statement
or statements and such other documents as Landlord may now or hereafter request
in order to protect or further perfect Landlord’s security interest.
Notwithstanding the above, Landlord shall neither sell nor withhold from
Tenant, Tenant’s business records.


 


30.          ATTORNEY’S
FEES  The
prevailing party will pay all collection or court costs incurred by Landlord
and Landlord’s reasonable attorneys’ fees incurred for the collection of unpaid
rentals or the enforcement, defense or interpretation of Landlord’s rights
under this Lease, whether such fees and costs be incurred out of court, at
trial, on appeal, or in bankruptcy proceedings.


 


13





















 


31.          NO
IMPLIED WAIVER


 


                31.1         The failure of Landlord to insist at any time upon the
strict performance of any covenant or agreement or to exercise any option,
right, power or remedy contained in this Lease shall not be construed as a
waiver or a relinquishment thereof for the future.


 


                31.2         No payment by Tenant or receipt by Landlord of a lesser
amount than the monthly installment of rent due under this Lease shall be
deemed to be other than on account of the earliest rent due, or shall any
endorsement or statement on any check or any letter accompanying any check or
payment as rent be deemed an accord and satisfaction, and Landlord may accept
such check or payment without prejudice to Landlord’s right to recover the
balance of such rent or pursue any other remedy provided in this Lease.


 


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


 


33.          SECURITY
DEPOSIT


 


                33.1         The Security Deposit shall be held by Landlord without
liability for interest and as security for the performance by Tenant of Tenant’s
covenants and obligations under this Lease, it being expressly understood that
the Security Deposit shall not be considered an advance payment of rental or a
measure of Tenant’s damages in case of default by Tenant.  Landlord may commingle the Security Deposit
with Landlord’s other funds.


 


                33.2         Landlord may, from time to time without prejudice to any
other remedy, use the Security Deposit to the extent necessary to make good any
arrearages of rent or to satisfy any other covenant or obligation of Tenant
hereunder. Following any such application of the Security Deposit, Tenant shall
pay to Landlord on demand the amount so applied in order to restore the
Security Deposit to its original amount.


 


                33.3         If Tenant is not in default at the termination of this
Lease, the balance of the Security Deposit remaining after any such application
shall be returned by Landlord to Tenant.


 


                33.4         If Landlord transfers its interest in the Premises during
the term of the Lease, Landlord may assign the Security Deposit to the
transferee and thereafter Landlord shall have no further liability for the
return of such Security Deposit.


 


34.          FORCE
MAJEURE  Whenever a
period of time is herein prescribed for the taking of any action by Landlord,
Landlord shall not be liable or responsible for, and there shall be excluded
from the computation of such period of time, any delays due to strikes, riots,
acts of God, shortages of labor or materials, war, governmental laws,
regulations or restrictions, financing, or any other cause whatsoever beyond
the control of Landlord.


 


35.          RELATIONSHIP
OF PARTIES  Nothing
contained in this Lease shall be deemed or construed by the parties hereto, nor
by any third party, as creating the relationship of principal and agent or of
partnership or of joint venture between the parties hereto, it being understood
and agreed that neither the method of computation of rent, nor any other
provision contained herein, nor any acts of the parties herein, shall be deemed
to create any relationship between the parties hereto other than the
relationship of Landlord and Tenant.


 


36.          MISCELLANEOUS


 


14





















 


                36.1         Severability 
If any term or provision of this Lease, or the application thereof to
any person or circumstance shall, to any extent, be invalid or unenforceable,
the remainder of this Lease or the application of such term or provision to the
persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term and provision of
this Lease shall be valid and enforced to the fullest extent permitted by law.


 


                36.2         Recordation 
Tenant agrees not to record this Lease or any memorandum hereof but
Landlord may record this Lease or a memorandum thereof, at its sole election.


 


                36.3         Governing Law 
This Lease and the rights and obligations of the parties hereto are
governed by the laws of the State of Florida.


 


                36.4         Time of Performance 
Except as expressly otherwise herein provided, with respect to all
required acts of Tenant, time is of the essence of this Lease.


 


                36.5         Transfers by Landlord   Landlord shall have the right to transfer and
assign in whole or in part, all its rights and obligations hereunder and in the
Building and the Premises referred to herein, and in such event and upon such
transfer Landlord shall be released from any further obligations hereunder, and
Tenant agrees to look solely in such successor in interest of Landlord for the
performance of such obligations accruing after such transfer.


 


                36.6         Commissions 
Landlord and Tenant hereby indemnify and agree to hold each other
harmless against any loss, claim, expense or liability with respect to any
commissions or brokerage fees claimed on account of the execution of this Lease
due to any action of the indemnifying party other than brokerage commissions
paid to Lincoln Property Company of Florida, Inc. and Pizzuti Realty.  Such commissions will be paid under a
separate agreement.


 


                36.7         Effect of Delivery of This Lease  Landlord has delivered a copy of this Lease
to Tenant for Tenant’s review only, and the delivery hereof does not constitute
an offer to Tenant or an option to Lease. This Lease shall not be effective
until it is executed by both Landlord and Tenant.


 


                36.8         Paragraph Headings 
The paragraph or sub-paragraph headings are used for convenience
of reference only and do not define, limit or extend the scope or intent of the
paragraphs.


 


                36.9         Definitions 
The definitions set forth in Paragraph 1 are hereby made part of this
Lease.


 


                36.10       Exhibits  The
following exhibits are attached hereto and incorporated herein and made a part
of this Lease for all purposes:


 


	
  Exhibit

  	
   

  	
  Description

  
	
  Exhibit
  “A”

  	
   

  	
  Premises
  Location in Building

  
	
  Exhibit
  “B”

  	
   

  	
  Tenant
  Floor Plan

  
	
  Exhibit
  “C”

  	
   

  	
  Building
  Rules and Regulations

  
	
  Exhibit
  “D”

  	
   

  	
  Workletter

  



 


36.11      Notices


 


(a)           The Tenant shall pay the rent and shall forward all
notices to Landlord at the  following
address (or at such other place as Landlord may hereafter designate in  writing):


 


                                Lincoln Property
Company


                                851 Trafalgar
Court, Suite 114


                                Maitland, FL
32751


 


15





















 


(b)           The Landlord shall forward all notices to Tenant at the
following address (or at  such other
place as Tenant may hereafter designate in writing):


 


                                Pinnacle
Assurance Corporation


                                701 U. S Highway
1, Suite 200


                                North Palm
Beach, Florida 33408


 


(c)           Any notice provided for in this Lease must, unless
otherwise expressly provided  herein, be
in writing, and may, unless otherwise expressly provided, be given or be served
by depositing the same in the United States mail, postage pre-paid and
certified and addressed to the party to be notified with return receipt
requested, or by delivering the same in person to an officer of such party.


 


(d)           Notice deposited in the mail in the manner hereinabove
indicated shall be  effective upon
receipt, unless such mail is unclaimed, in which event notice shall be
effective five (5) days after the date of mailing.


 


37.          SPECIAL
PROVISIONS


 


                37.1         Base Rental. Reference paragraph 1.3. The base rental
means the following amounts per annum per square foot of Net Rentable Area in
the Premises.


 


(a)           February 24, 1997 - June 30, 1998, $14.50 per year
per square foot of net rentable area.


(b)           July 1, 1998 - June 30, 1999, $17.50 per year per
square foot of net rentable area.


(c)           July 1, 1999 - June 30, 2000, $18.00 per year per
square coot of net rentable area.


(d)           July 1, 2000 - June 30, 2001, $18.50 per year per
square foot of net rentable area.


(e)           July 1, 2001 - June 30, 2002, $19.00 per year per
square foot of net rentable area.


(f)            July 1, 2002 - June 30, 2003, $19.00 per year per
square foot of net rentable area.


 


IN
WITNESS WHEREOF, Landlord and Tenant have executed this Lease in multiple
original counterparts as of the day and year first above written.


 


	
  Executed
  in the presence of:

  	
   

  	
  LANDLORD

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LINCOLN-300
  LINCOLN PLACE, LTD.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Noro-Maitland,
  Inc., GP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/illegible

  	
   

  	
  By:

  	
  /s/illegible

  	
   

  
	
  Witness

  	
   

  	
   

  	
  Vice
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/Caroline
  Brumbelor

  	
   

  	
  Date:

  	
  3/17/97-

  	
  (SEAL)

  
	
  Witness

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TENANT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PINNACLE
  ASSURANCE CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/Mary
  J. Baldo

  	
   

  	
  By:

  	
  /s/Sam
  A. Stephens

  	
   

  
	
  Witness

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


16





















 


	
  /s/Laura
  Felt

  	
   

  	
  Date:

  	
  January
  19, 1997

  	
  (SEAL)

  
	
  Witness

  	
   

  	
   

  	
   

  	
   

  



 


 


17





















 


EXHIBIT A


 


PREMISES
LOCATION IN BUILDING


 


 


18





















 


EXHIBIT B


 


TENANT
FLOOR PLAN


 


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EXHIBIT C


 


BUILDING
RULES AND REGULATIONS


 


                Landlord has adopted the
following Building Rules and Regulations for the care, protection and benefit
of your Premises and the Building and for the general comfort and welfare of
all Tenants.  These Rules and Regulations
are subject to amendment by the Landlord from time to time.


 


1.             Building
Hours and Access


 


                1.1           Normal Building Hours are from 8:00 a.m. to 6:00 p.m.,
Monday through Friday, and on Saturday from 8:00 a.m. to 1:00 p.m.


 


                1.2           HVAC service at times other than for Normal Building Hours
shall be furnished only upon written request of Tenant delivered to the
Landlord by 4:00 p.m. on the day such usage is requested.  Tenant shall bear the entire cost of such
additional service as such costs are determined prior to occupancy.


 


                1.3           Building entry at times other than Normal Building Hours
shall be limited to the Security Entrance (________ door) by use of the after
hours keys access entry systems. 
Instructions for use of this system will be provided prior to occupancy.


 


                1.4           Landlord reserves the right to designate the time when
freight, furniture, goods, merchandise and other articles may be brought into,
moved or taken from Premises or the Building. 
Tenants must make arrangements with the management office when the
elevator is required for the purpose of carrying any kind of freight.


 


                1.5           Landlord reserves the right at all times to exclude
loiterers, vendors, solicitors, and peddlers from the Building.


 


                1.6           At all times other than Normal Building Hours, Landlord
reserves the right to require registration, satisfactory identification or
credentials from all persons seeking access to any part of the Building.  The Landlord will exercise its best judgment
in the execution of such control but not be liable for the granting or refusal
of such access.


 


2.             Building


 


                2.1           The sidewalks, entry passages, corridors, halls,
elevators, and stairways shall not be obstructed by the Tenant or used by it
for purposes other than those of ingress and egress.


 


                2.2           Skylights and windows that reflect or admit light into any
place in the Building shall not be covered or obstructed by the Tenant, except
for Building Standard window treatment designated by Landlord.  Floors will not be obstructed by Tenant.


 


                2.3           Restroom facilities, water fountains, and other water
apparatus shall not be used for any purpose other than that for which they were
constructed, and no rubbish or other obstructing substances shall be thrown
therein.  The expense of any breakage,
stoppage, or damage resulting from a violation of this provision shall be borne
by Tenant, who shall, or whose officers, employees, agents, patrons, customers,
licensees, visitors, or invitees, shall have caused the damage.


 


                2.4           Tenant shall not injure, overload or deface the Building,
the woodwork, or the walls of the Premises, nor carry on upon the Premises any
noxious, noisy or offensive business, nor store in the Building or the Premises
any flammable or odorous materials.


 


                2.5           Tenant, its officers, agents, employees, patrons,
customers, licensees, invitees, and visitors shall not solicit in the
buildings, parking facilities or common areas,


 


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nor
shall Tenant distribute any handbills or other advertising matter in
automobiles parked in the Building’s parking facilities.


 


                2.6           Landlord will not be responsible for lost or stolen property,
equipment, money, or any article taken from the Premises, Building or parking
facilities, regardless of how or when loss occurs.


 


3.             Doors
and Windows and Graphics


 


                3.1           Except for ordinary entry and exit purposes, Tenant
entrance doors shall be kept closed at all times in accordance with the fire
code.


 


                3.2           The Tenant shall not put additional locks or latches upon
any door without the written consent of the Landlord.


 


                3.3           Landlord will provide and install, at Landlord’s cost, all
letters, or numerals at the entry of the Premises. All such letters and numbers
shall be in the standard graphics for the Building, and no other shall be used
or permitted on the Premises without Landlord’s prior written consent.


 


                3.4           All glass, locks and trimmings in or upon the doors and
windows of the Building shall be kept whole and when any part thereof shall be
broken, the same shall be immediately replaced or repaired and put in good
repair.


 


                3.5           Window blinds of a uniform Building Standard, color and
pattern only shall be used throughout the Building to give uniform color
exposure through interior and exterior windows. These blinds shall remain in
the lower position at all times to provide uniform exposure to the outside.


 


                3.6           Signage, wall coverings, graphics, or furniture that will
be visible from the atrium or from the exterior entryways must first be
approved in writing by the Landlord.


 


4.             Premises
Use


 


                4.1           The Tenant shall not install any heavy equipment or
fixtures or permit any concentration of excessive weight in any portion of the
Premises without first having obtained Landlord’s written consent.


 


                4.2           Tenant shall not (without Landlord’s written consent)
install or operate any computer, duplicating or other large business machine,
equipment or any other machinery upon the Premises or carry on any mechanical
business thereon. Tenant shall not operate any device which may emanate
electrical waves which will impair radio or television broadcasting or
reception from or in the Building.


 


                4.3           No wires of any kind or type (including but not limited to
T.V. and radio antennas) shall be attached to the outside of the Building and
no wires shall be run or installed in any part of the Building without the
Landlord’s prior written consent. Such wiring shall be done by the electrician
of the Building only, and no outside electrician shall be allowed to do work of
this kind unless by the written permission of the Landlord or its
representatives.


 


                4.4           If Tenant desires any signal, communication, alarm or
other utility or service connection installed or changed, such work will be
done at expense of Tenant, with the approval and under the direction of
Landlord.


 


                4.5           No painting shall be done, nor shall any alterations be
made, to any part of the Building by putting up or changing any partition,
doors or windows, nor shall there be any nailing, boring, or screwing into the
woodwork or plastering, nor shall any connection be made to the electrical
wires or electrical fixtures without the written consent of Landlord or its
agents on each occasion.


 


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                4.6           All contractors or technicians performing work for Tenant
within Premises, Building or parking facilities shall be referred to Landlord
for approval before performing such work. This shall apply to all work
including, but not limited to, installation of telephones, telegraph equipment,
electrical devices and attachments, and all installations affecting floors,
walls, windows, doors, ceiling, equipment, or any other physical feature of the
Building, the Premises or parking facilities. None of this work shall be done
by Tenant without Landlord’s prior written approval.


 


                4.7           If Tenant must dispose of crates, boxes, or other waste
which will not fit into office wastepaper baskets, it will be the
responsibility of Tenant with Landlord’s assistance to dispose of same. In no
event shall Tenant set such items in the public hallways or other areas of
Building or parking facilities, (excepting Tenant’s own Premises) for disposal.


 


                4.8           Tenant will be responsible for any damage to the Premises,
including carpeting and flooring, as a result of rust or corrosion of file
cabinets, roller chairs, metal objects or spills of any type of liquid.


 


                4.9           If the Premises becomes infested with vermin and if caused
by Tenant, Tenant, at its sole cost and expense, shall cause its Premises to be
exterminated from time to time, to the satisfaction of Landlord, and shall
employ such exterminators therefor as shall be approved by Landlord.


 


                4.10         Tenant shall not conduct its business in such manner as to
create any nuisance, or interfere with, annoy or disturb any other Tenant in
the Building, or Landlord in its operation of the Building or commit waste or
suffer or permit waste to be committed in the Premises, Building or parking
facilities. In addition, Tenant shall not allow its officers, agents,
employees, patrons, customers, licensees and visitors to conduct themselves in
such a manner as to create any nuisance or interfere with, annoy or disturb any
other Tenant in the Building or Landlord in its operation of the Building or
commit waste or suffer or permit waste to be committed in the leased Premises,
Building or parking facilities.


 


                4.11         Tenant shall give Landlord prompt notice of all accidents to
or defects in air­conditioning equipment, plumbing, electric facilities or any
part or appurtenance of the Premises.


 


                4.12         The work of Landlord’s janitors or cleaning personnel shall
not be hindered by Tenant after 6:30 p.m. and such work may be done at any time
when the offices are vacant.


 


5.             Auto
Registration and Parking


 


                5.1           Landlord has provided unreserved and unassigned parking
spaces in the parking lot for Tenant’s convenience. Tenant will not exceed the
number of unreserved, unassigned parking spaces planned for Tenant’s use by the
Landlord as set forth in Tenant’s Lease.


 


                5.2           Auto decals will be provided for all Tenant vehicles.
Tenant will be provided with Vehicle Registration forms to be filled in with
Tenant’s staff names, make and type of car, year, color, and license tag
number. This will help Landlord to locate a driver who may have left his lights
on, and prevent unauthorized use of the parking lot.


 


6.             Miscellaneous


 


                6.1           Paragraph Headings. 
All paragraph headings are for convenience of reference only and are not
intended to qualify the meaning of any paragraph.


 


                6.2           Lease to Control. 
If there should be any conflict between the provisions of the Rules and
Regulations and the Lease Agreement, the Lease Agreement shall control.


 


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EXHIBIT D


 


WORKLETTER


 


                This work letter is part of the
Lease dated _________, 19__, between ____________, as Tenant, and
_______________, as Landlord, and shall be subject to all of the terms,
definitions and conditions of the Lease. 
Landlord and Tenant agree as follows:


 


1.             Landlord’s
Work


 


                1.1           Base Building Improvements.  Landlord shall provide, at its own expense,
as part of the base building improvements, in accordance with building standard
materials, specifications and base building code requirements, the following:


 


(a)           Finished central core including elevator lobby, restrooms,
stairwells and mechanical rooms.


(b)           Central HVAC system including primary air distribution
system, excluding flex duct and diffusers.


(c)           Life safety systems including automatic sprinklers, exit
signs at stairways, smoke detectors at the elevator lobby and fire
extinguishers as required for the base building by the applicable code for
light hazard.


(d)           Electrical distribution to each floor including power and
lighting panels and emergency lights installed per code.


(e)           All base building work will be installed in accordance
with reasonable construction standards in the area.


 


2.             Tenant
Improvements


 


                2.1           Definition. Except for the Base Building Work, all
tenant improvements in the Premises, to prepare the Premises for occupancy by
the Tenant, will be charged to the cost of the Improvements, subject to the
terms of the Lease.


 


                2.2           Plans and Specifications. An Architect and
Engineers licensed by the State of Florida shall prepare the architectural,
mechanical and electrical plans and specifications for the layout and
improvements of the Premises (“Plans”). The plans shall be in such form and
detail as required by the Landlord in order to determine (a) if the materials
requested by the Tenant meet the quality standards prescribed by the Landlord
for Building Standard materials; and (b) the effect of Improvements on the
structural components and service systems and facilities of the Building.


 


(a)           Space Plan:  The “Space
Plan” shall be a schematic space plan for the 
Premises, including a full and accurate description of the size and
location of all partitions, doors as well as equipment that could affect
structural components and service systems and facilities of the Building.


(b)           Final Plan:  The “Final
Plans” shall consist of all plans and specifications necessary to construct
Tenant’s Work, including mechanical and electrical working drawings. Tenant’s
Final Plans will be certified by an architect licensed to do business in
Florida and will be in a form in which building and occupancy permits can be
obtained.


 


                2.3           Permits.  The
plans will be submitted to City for plan check and permit. Any changes required
by the City will be incorporated into the plans and costs will be charged to
the cost of the Improvements. Landlord will not be responsible for delays
caused by the City beyond what was anticipated in the schedule.


 


                2.4           “As-Built” Plans.  A set of “as-built” plans of the
Premises, in such form and detail as required by Landlord, shall be delivered
to Landlord within sixty (60) days after Tenant’s occupancy. The “as-built”
plans required by this paragraph may consist of the


 


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original
reproducible drawings from the Final Plans, accurately marked to show all
material changes from the Final Plans made in actual construction of Tenant’s
Work.


 


                2.5           Tenant will comply with the attached Schedule of
Submissions and Approvals (Exhibit A) which outline a timetable of
responsibilities for actions and response on the part of Tenant. Failure on the
part of Tenant to meet the requirements outlined in the schedule may result in
a delay to the work and non-extension of the Commencement Date.


 


3.             Construction


 


                3.1           Landlord’s Contractor. Landlord will enter into a
contract with a contractor or contractors to perform the work for the Tenant’s
Improvements. For the Landlord’s services of coordination of the Improvements
with the Base Building and other administrative work, the Landlord will receive
a fee of 5% of the cost of the Improvements. 
Landlord’s cost for the Improvements less credits shall constitute rent
due pursuant to the Lease. All requests for extras or changes to the work in
addition to instructions regarding the work to be performed by the Contractor
shall be made through the Landlord.


 


                3.2           Performance. All work shall be performed in
accordance with the Improvement’s Plans and in conjunction with Base Building
as-built conditions.


 


                3.3           Landlord’s Services. Landlord shall provide at
Landlord’s expense to contractor all necessary utilities, elevators or
hoisting, general security and access during normal working hours. At times
other than normal working hours, the contractor will reimburse Landlord for
Landlord’s actual HVAC costs, elevator services and security.


 


                3.4           Deliveries. The scheduling of deliveries of
materials will be coordinated with the Landlord. In the event that Landlord
reasonably determines that a delivery during Business Hours would disrupt the
normal operation of the Building, Landlord may require that such delivery be
made at a time other than during Business Hours.


 


                3.5           Inspection by Landlord. Landlord shall have the
right to inspect Tenant’s Work at any time, and may reject work that does not
(a) strictly conform with code or with Tenant’s Plans as to any matter that
might affect the exterior appearance of the Premises or the structural
components or service systems and facilities of the Building, or (b)
substantially conform with Tenant’s Plans in all other aspects.


 


                3.6           Should any material (such as wall covering, carpet,
special equipment, special fixtures, or the like) that Tenant specifies have an
unusually long delivery date or cannot be located within a reasonable time in
order for Landlord to complete the Premises or Landlord finds that any of the
specified materials would delay completion of the space, Landlord will provide
Tenant with written notification of that fact. Tenant shall have seven (7)
calendar days to change the specifications to materials which are readily
available. If Tenant fails to change the specifications in writing to Landlord
within seven (7) calendar days, then the Premises will be deemed to be
substantially complete without those items and other items delayed as a result
of them not having been installed.


 


                3.7           Any material or items that Tenant may be supplying to
Landlord for Landlord’s installation in the Premises must be delivered on site
November 1, 1996, or the Premises will be deemed substantially complete without
those items or other items delayed as a result of late delivery by Tenant
having been installed.


 


                3.8           Substantial Completion of the Premises is defined as the
availability of the Premises for its intended use, notwithstanding the
provisions of Paragraphs 3.7 and 3.8 above and punch list items not affecting
the function of the Premises.


 


                3.8:1        If Tenant requests any changes in the specifications for the
Building Standard Improvements or in the approved working drawing plans and
specifications for Tenant Improvements, Tenant shall present Landlord with
revised plans and specifications. If Landlord approves such changes, Landlord
shall incorporate such changes in the improvements. However, Landlord may
require prior to proceeding with any changes,


 


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additional
cash advances against the Tenant’s cost (if Landlord determines that Tenant’s
proposed changes will increase the amount of such costs).


 


                3.8:2        If Tenant requests changes in the Building Standard
Improvements or in the approved working drawing plans and specifications for
Tenant Improvements and if such changes delay and/or increase the cost of the
work to be performed hereunder, or if Tenant shall otherwise delays the
completion of the work, Tenant’s Obligations to pay rent hereunder shall
nevertheless commence on the date set forth in Paragraph 1 of the Lease and the
“Commencement Date” under the Lease shall not be delayed pursuant to Paragraph
3 of the Lease.


 


4.             Payment
for Tenant Improvements


 


                4.1           All costs and expenses incurred for the construction of
the Improvements shall be paid by the Tenant, less credit to the Tenant from
the Landlord.


 


                4.2           Any modifications or additions required to the Premises’
life safety systems brought about by final schematic drawings and
specifications (such as the addition and/or relocation of demising walls,
sprinkler heads, exit lights, emergency lighting, firehorns, or the like) shall
be a cost of the Improvements.


 


                4.3           Tenant’s Cost shall be payable as follows:


 


(a)           Tenant shall pay to Landlord prior to the commencement of
construction of the improvements, an amount equal to fifty percent (50%) of the
Tenant’s Costs (as then estimated by Landlord).


(b)           Prior to occupancy of the Premises, Tenant shall pay to
Landlord the unpaid balance (as such amount can then be reasonably estimated
based on available data) of Tenant’s Costs, plus any approved modifications
thereto.


 


                4.4           The amounts payable hereunder shall constitute additional
rent due under the Lease and shall be due at the time specified herein. Tenant’s
failure to make any such payments when due shall constitute a default under the
Lease, entitling Landlord to all of its remedies thereunder.


 


                4.5           Allowance. The Tenant shall receive an allowance (“Allowance”)
of $10.00 per square foot of net rentable area to offset the Tenant’s
cost of improvement of the Premises.


 


                4.6           Payment of Allowance. Landlord shall charge the
cost of the improvements to the amount provided as an Allowance. Certain items
of Improvement work such as ceiling grid and tile, blinds, light fixtures and
mechanical work will have been supplied and/or installed by the Landlord during
the Base Building Schedule for the benefit of the Tenant. These items will be
charged to the Allowance on a unit cost basis.


 


                4.7           Substitution and Credits. The Tenant may request
the Landlord to substitute alternate materials for the specified Building
Standard materials provided such substitutes are new and are of a quality at
least comparable to those replaced, as approved by the Landlord. In the event
that Tenant chooses not to use or to substitute for the Building Standard
materials, the cost of the work will be charged with the value of the materials
purchased by the Landlord for Tenant space. All building standard materials,
whether installed by the Landlord or not, shall be purchased from the Landlord.


 


5.             Delay


 


                5.1           Force Majeure. 
“Force Majeure” as used in this Work Letter means a strike or other
labor trouble, governmental preemption of priorities or other controls in
connection with a national or other public emergency, or shortage of fuel,
supplies or labor resulting from a national or other public emergency, or any other
cause, whether similar of dissimilar to the above, beyond Tenant’s reasonable
control that delays the performance of Tenant’s


 


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Work,
except that if Tenant employs an outside contractor no strike against such
contractor of other labor trouble will be reason for any postponement of
Commencement Date.


 


 


Upon
occurrence of an event of Force Majeure, Tenant shall within three (3) business
days give notice to Landlord, specifying the event of Force Majeure and the
anticipated delay in completion of Tenant’s Work resulting therefrom. The
Commencement Date shall be postponed by the number of days that completion of
Tenant’s Work was actually delayed by event of force Majeure, provided, that in
no event shall the Commencement Date be postponed until later than the date of
completion of Tenant’s Work. “Completion of Tenant’s Work” as used in this
Paragraph 5.1 means Substantial Completion of the Tenant’s Work. When Tenant
gives Landlord notice of an event of Force Majeure, Landlord shall have the
right, but shall not be required to take action to mitigate the effect of the
event of force Majeure and to shorten the delay resulting therefrom.


 


5.2           Delays Caused by Landlord.  In the event the completion of Tenant’s Work
has been materially delayed by acts or omissions of Landlord, then the
Commencement Date shall be postponed by the number of days of delay caused by
such acts or omissions of Landlord. On the condition that upon occurrence of a
delay caused by Landlord, Tenant shall give notice of the delay to Landlord
within three (3) business days, specifying the act of omission of Landlord that
caused the delay and the anticipated length of the delay. In the event that a
delay caused by an event of Force Majeure runs concurrently with a delay caused
by Landlord, the concurrent period of delay shall not be counted twice in
determining the period of postponement of the Commencement Date.


 


5.3           Other Delays.  Except for delays caused by the acts or
omissions of Landlord or by events of Force Majeure, no delays in completion of
Tenant’s Work for any reason whatsoever shall postpone the Commencement Date.
Specifically, without limiting the generality of the foregoing, the
Commencement Date shall not be postponed on account of any delay caused by
Tenant’s requirements for Tenant’s Work, including delays caused by shortages,
unavailability of long lead procurement items for unusual or non-standard
materials required for Tenant’s Work; or on account of any other delay caused
by Tenant or Tenant’s Contractor unless Landlord is Tenant’s Contractor.


 


6.             _________________. In the event of
a conflict between the terms and conditions of this Work Letter and the Lease,
the provisions of the Lease shall control.


 


	
  TENANT

  	
  LANDLORD

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
   

  	
  Attention:

  	
   

  
							



 


 


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