Exhibit 10.5


     

    Exhibit
      10.5


    


    Commercial
      Lease Agreement

    THIS
      LEASE (this "Lease") dated this 20th 
      day of October
      ,
      2005
      BETWEEN:

     

    W.
      R. Klein, P.A.

    Address:
      1900 Main St Suite 310 Sarasota ,FL 34236

    Telephone:
      941-365-1930    Fax: 941-953-3685

    (the
      "Landlord")

    OF
      THE
      FIRST PART

    -
      AND -

    ImagiTrend,
      Inc.

    Address:
      1900 Main St. Suite 312 Sarasota, FL 34236

    (the
      "Tenant")

    OF
      THE
      SECOND PART 

    


    IN
      CONSIDERATION OF
      the
      Landlord leasing certain premises to the Tenant, the Tenant leasing those
      premises from the Landlord and the mutual benefits and obligations set forth
      in
      this Lease, the receipt and sufficiency of which consideration is hereby
      acknowledged, the parties to this Lease agree as follows:

    


    Basic
      Terms

    1. The
      following basic terms are hereby approved by the parties and each reference
      in
      this Lease to any of the basic terms will be construed to include the provisions
      set forth below as well as all of the additional terms and conditions of the
      applicable sections of this Lease where such basic terms are more fully set
      forth: 

     

    a. Landlord:
      W. R. Klein, P.A.

    b. Address
      of Landlord: 1900 Main St Suite 310 Sarasota ,FL 34236

    c. Tenant:
      ImagiTrend, Inc.

    d. Address
      of Tenant: 1900 Main St. Suite 312 Sarasota, FL 34236

    e. Term
      of
      Lease: Ends on May 1, 2006

    f. Commencement
      Date of Lease: May 1, 2003

    g. Base
      Rent: $757.00 per month 

    h. Permitted
      Use of Premises: Office

    i. Advance
      rent: None 

    j. Security/Damage
      Deposit: None

    


    
      
        
        

      

      
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    Definitions

    2.    When
      used
      in this Lease, the following expressions will have the meanings indicated:
      

    a.    "Additional
      Rent" means all amounts payable by the Tenant under this Lease except Base
      Rent,
      whether or not specifically designated as Additional Rent elsewhere in this
      Lease; 

    b.    "Building"
      means all buildings, improvements, equipment, fixtures, property and facilities
      from time to time located at 1900 Main St. Sarasota, FL Suite 312 Sarasota,
      FL
      34236, as from time to time altered, expanded or reduced by the Landlord in
      its
      sole discretion; 

    c.    "Common
      Areas and Facilities" mean: 

    i.    those
      portions of the Building areas, buildings, improvements, facilities, utilities,
      equipment and installations in or forming part of the Building which from time
      to time are not designated or intended by the Landlord to be leased to tenants
      of the Building including, without limitation, exterior weather walls, roofs,
      entrances and exits, parking areas, driveways, loading docks and area, storage,
      mechanical and electrical rooms, areas above and below leasable premises and
      not
      included within leasable premises, security and alarm equipment, grassed and
      landscaped areas, retaining walls and maintenance, cleaning and operating
      equipment serving the Building; and 

    ii.    those
      lands, areas, buildings, improvements, facilities, utilities, equipment and
      installations which serve or are for the useful benefit of the Building, the
      tenants of the Building or the Landlord and those having business with them,
      whether or not located within, adjacent to or near the Building and which are
      designated from time to time by the Landlord as part of the Common Areas and
      Facilities;

    d.    "Leasable
      Area" means with respect to any rentable premises, the area expressed in square
      feet of all floor space including floor space of mezzanines, if any, determined,
      calculated and certified by the Landlord and measured from the exterior face
      of
      all exterior walls, doors and windows, including walls, doors and windows
      separating the rentable premises from enclosed Common Areas and Facilities,
      if
      any, and from the centre line of all interior walls separating the rentable
      premises from adjoining rentable premises. There will be no deduction or
      exclusion for any space occupied by or used for columns, ducts or other
      structural elements; 

    e.    "Premises"
      means the office space at 1900 Main St. Sarasota, FL Suite 312 Sarasota, FL
      34236;

    


    
      
        
        

      

      
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    Leased
      Premises

    3.    The
      Landlord agrees to rent to the Tenant the Premises for only the permitted use
      (the "Permitted Use") of a Office. Neither the Premises nor any part of the
      Premises will be used at any time during the term of this Lease by Tenant for
      any purpose other than the Permitted Use.

    4.    No
      pets
      or animals are allowed to be kept in or about the Premises or in any common
      areas in the building containing the Premises. Upon thirty (30) days notice,
      the
      Landlord may revoke any consent previously given under this clause.

    5.    Subject
      to the provisions of this Lease, the Tenant is entitled to the use of parking
      (the 'Parking') on or about the Premises. Only properly insured motor vehicles
      may be parked in the Tenant's space.

    6.    The
      Landlord reserves the right in its reasonable discretion to alter, reconstruct,
      expand, withdraw from or add to the Building from time to time. In the exercise
      of those rights, the Landlord undertakes to use reasonable efforts to minimize
      any interference with the visibility of the Premises and to use reasonable
      efforts to ensure that direct entrance to and exit from the Premises is
      maintained.

    7.    The
      Landlord reserves the right for itself and for all persons authorized by it,
      to
      erect, use and maintain wiring, mains, pipes and conduits and other means of
      distributing services in and through the Premises, and at all reasonable times
      to enter upon the Premises for the purpose of installation, maintenance or
      repair, and such entry will not be an interference with the Tenant's possession
      under this Lease.

    8.    The
      Landlord reserves the right, when necessary by reason of accident or in order
      to
      make repairs, alterations or improvements relating to the Premises or to other
      portions of the Building to cause temporary obstruction to the Common Areas
      and
      Facilities as reasonably necessary and to interrupt or suspend the supply of
      electricity, water and other services to the Premises until the repairs,
      alterations or improvements have been completed. There will be no abatement
      in
      rent because of such obstruction, interruption or suspension provided that
      the
      repairs, alterations or improvements are made expeditiously as is reasonably
      possible.

    9.    Subject
      to this Lease, the Tenant and its employees, customers and invitees will have
      the non-exclusive right to use for their proper and intended purposes, during
      business hours in common with all others entitled thereto those parts of the
      Common Areas and Facilities from time to time permitted by the Landlord. The
      Common Areas and Facilities and the Building will at all times be subject to
      the
      exclusive control and management of the Landlord. The Landlord will operate
      and
      maintain the Common Areas and Facilities and the Building in such manner as
      the
      Landlord determines from time to time.

    


    
      
        
        

      

      
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    Term

    10.    The
      term
      of the Lease commences at 12:00 noon on May 1, 2003 and ends at 12:00 noon
      on
      May 1, 2006 .

    11.    Should
      the Tenant remain in possession of the Premises with the consent of the Landlord
      after the natural expiration of this Lease, a new tenancy from month to month
      will be created between the Landlord and the Tenant which will be subject to
      all
      the terms and conditions of this Lease but will be terminable upon either party
      giving one month notice to the other party.

    Rent

    12.    Subject
      to the provisions of this Lease, the Tenant will pay a base rent (the "Base
      Rent") of $757.00 per month for the Premises, which includes a monthly charge
      for the Parking (collectively the "Base Rent"). 

    13.    The
      Tenant will pay the Base Rent on or before the First of each and every month
      of
      the term of this Lease to the Landlord.

    14.    The
      Base
      Rent for the Premises will increase over the Term of the Lease as follows:
      CPI.

    15.    The
      Tenant will be charged an additional amount of 10 % of the Rent for any late
      payment of Rent.

    16.    In
      the
      event that this Lease commences, expires or is terminated before the end of
      the
      period for which any item of Additional Rent or Base Rent would otherwise be
      payable or other than at the commencement or end of a calendar month, such
      amounts payable by the Tenant will be apportioned and adjusted pro rata on
      the
      basis of a thirty (30) day month in order to calculate the amount payable for
      such irregular period.

    


    Operating
      Costs

    17.    In
      addition to the Base Rent and as Additional Rent, without setoff, abatement
      or
      deduction, none

    18.    The
      Tenant will pay to the lawful taxing authorities, or to the Landlord, as it
      may
      direct, as and when the same become due and payable, all taxes, rates, use
      fees,
      duties, assessments and other charges that are levied, rated, charged or
      assessed against or in respect of all improvements, equipment and facilities
      of
      the Tenant on or in default by the Tenant and in respect of any business carried
      on in the Premises or in respect of the use or occupancy of the Premises by
      the
      Tenant and every subtenant, licensee, concessionaire or other person doing
      business on or from the Premises or occupying any portion of the
      Premises.

    19.    The
      Tenant will deliver promptly to the Landlord a copy of any separate tax bills
      or
      separate assessment notices for the Premises and receipts evidencing the payment
      of all amounts payable by the Tenant directly to any taxing authority and will
      furnish such information in connection therewith as the Landlord may from time
      to time require.

     

    
      
        
        

      

      
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    20.    The
      Tenant will pay to the Landlord, forthwith upon demand, the following amounts:
      

    a.    If
      the
      Tenant or any person occupying the Premises or any part of the Premises will
      make an election in respect to the Premises, any additional amount payable
      in
      respect of the Premises or the Building as a result of such election, as
      reasonably determined by the Landlord. 

    b.    An
      amount
      equal to any increase in the Operating Costs if such increase is directly or
      indirectly attributable to any installation in or upon the Premises or any
      activity or conduct on the Premises. 

    c.    In
      such
      manner as the Landlord will from time to time direct, the cost of supplying
      all
      water, fuel, electricity, telephone and any other utilities used or consumed
      upon or serving the Premises. If the Tenant is billed for the consumption or
      use
      of such utilities directly by the appropriate utility authority, the Tenant
      will
      pay any such billings promptly when due and payable. If separate check meters
      are not installed in respect of utilities consumption in, upon or serving the
      Premises or if the Tenant is not billed for the consumption of such utilities
      directly by the competent authority, the Landlord will allocate to the Tenant,
      on a reasonable basis, a share of the total costs of all utilities consumed
      within the Building.

    21.    All
      amounts payable by the Tenant relating to the Operating Costs will be deemed
      to
      be rent and receivable and collectable as such notwithstanding the expiration
      or
      sooner termination of this Lease and all remedies of the Landlord for nonpayment
      of rent will be applicable thereto.

    


    Landlord's
      Estimate

    22.    The
      Landlord may, in respect of all taxes and Operating Costs and any other items
      of
      Additional Rent referred to in this Lease compute bona fide estimates of the
      amounts which are anticipated to accrue in the next following lease year,
      calendar year or fiscal year, or portion of such year, as the Landlord may
      determine is most appropriate for each and of all items of Additional Rent,
      and
      the Landlord may provide the Tenant with written notice and a reasonable
      breakdown of the amount of any such estimate, and the Tenant, following receipt
      of such written notice of the estimated amount and breakdown will pay to the
      Landlord such amount, in equal consecutive monthly installments throughout
      the
      application period with the monthly installments of Base Rent. With respect
      to
      any item of Additional rent which the Landlord has not elected to estimate
      from
      time to time, the Tenant will pay to the Landlord the amount of such item of
      Additional Rent, determined under the applicable provisions of this Lease,
      immediately upon receipt of an invoice setting out such items of Additional
      Rent. Within one hundred and

     

    
      
        
        

      

      
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    twenty
      (120) days of the conclusion of each year of the term or a portion of a year,
      as
      the case may be, calendar year or fiscal year, or portion of such year, as
      the
      case may be, for which the Landlord has estimated any item of Additional Rent,
      the Landlord will compute the actual amount of such item of Additional Rent,
      and
      make available to the Tenant for examination a statement providing the amount
      of
      such item of Additional Rent and the calculation of the Tenant's share of that
      Additional Rent for such year or portion of such year. If the actual amount
      of
      such items of Additional Rent, as set out in the any such statement, exceeds
      the
      aggregate amount of the installments paid by the Tenant in respect of such
      item,
      the Tenant will pay to the Landlord the amount of excess within fifteen (15)
      days of receipt of any such statement. If the contrary is the case, any such
      statement will be accompanied by a refund to the Tenant of any such overpayment
      without interest, provided that the Landlord may first deduct from such refund
      any rent which is then in arrears.

    


    Use
      and Occupation

    23.    The
      Tenant will use and occupy the Premises only for the Permitted Use and for
      no
      other purpose whatsoever. The Tenant will open the whole of the Premises for
      business to the public fully fixtured, stocked and staffed on the date of
      commencement of the term and throughout the term, will continuously occupy
      and
      utilize the entire Premises in the active conduct of its business in a reputable
      manner on such days and during such hours of business as may be determined
      from
      time to time by the Landlord.

    24.    The
      Tenant covenants that the Tenant will carry on and conduct its business from
      time to time carried on upon the Premises in such manner as to comply with
      all
      statutes, bylaws, rules and regulations of any federal, provincial, municipal
      or
      other competent authority and will not do anything on or in the Premises in
      contravention of any of them.

    


    Quiet
      Enjoyment

    25.    The
      Landlord covenants that on paying the Rent and performing the covenants
      contained in this Lease, the Tenant will peacefully and quietly have, hold,
      and
      enjoy the Premises for the agreed term.

    


    Default

    26.    If
      the
      Tenant is in default in the payment of any money, whether hereby expressly
      reserved or deemed as rent, or any part of the rent, and such default continues
      following any specific due date on which the Tenant is to make such payment,
      or
      in the absence of such specific due date, for the 3 days following written
      notice by the Landlord requiring the Tenant to pay the same then, at the option
      of the Landlord, this Lease may be terminated upon 3 days notice and the term
      will then immediately become forfeited and void, and the Landlord may without
      further notice or any form of legal process immediately reenter the Premises
      or
      any part of the Premises and in the name of the whole repossess and enjoy the
      same as of its former state anything contained in this Lease or in any statute
      or law to the contrary notwithstanding.

     

    
      
        
        

      

      
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    27.    Unless
      otherwise provided for in this Lease, if the Tenant does not observe, perform
      and keep each and every of the non-monetary covenants, agreements, stipulations,
      obligations, conditions and other provisions of this Lease to be observed,
      performed and kept by the Tenant and persists in such default, after 10 days
      following written notice from the Landlord requiring that the Tenant remedy,
      correct or comply or, in the case of such default which would reasonably require
      more than 10 days to rectify, unless the Tenant will commence rectification
      within the said 10 days notice period and thereafter promptly and diligently
      and
      continuously proceed with the rectification of any such defaults then, at the
      option of the Landlord, this Lease may be terminated upon 10 days notice and
      the
      term will then immediately become forfeited and void, and the Landlord may
      without further notice or any form of legal process immediately reenter the
      Premises or any part of the Premises and in the name of the whole repossess
      and
      enjoy the same as of its former state anything contained in this Lease or in
      any
      statute or law to the contrary notwithstanding.

    28.    If
      and
      whenever: 

    a.    the
      Tenant's leasehold interest hereunder, or any goods, chattels or equipment
      of
      the Tenant located in the Premises will be taken or seized in execution or
      attachment, or if any writ of execution will issue against the Tenant or the
      Tenant will become insolvent or commit an act of bankruptcy or become bankrupt
      or take the benefit of any legislation that may be in force for bankrupt or
      insolvent debtor or become involved in voluntary or involuntary winding up,
      dissolution or liquidation proceedings, or if a receiver will be appointed
      for
      the affairs, business, property or revenues of the Tenant; or 

    b.    the
      Tenant fails to commence, diligently pursue and complete the Tenant's work
      to be
      performed under any agreement to lease pertaining to the Premises or vacate
      or
      abandon the Premises, or fail or cease to operate or otherwise cease to conduct
      business from the Premises, or use or permit or suffer the use of the Premises
      for any purpose other than as permitted herein, or make a bulk sale of its
      goods
      and assets which has not been consented to by the Landlord, or move


     

    
      
        
        

      

      
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    or
      commence, attempt or threaten to move its goods, chattels and equipment out
      of
      the Premises other than in the routine course of its business; or

    then,
      and
      in each such case, at the option of the Landlord, this Lease may be terminated
      without notice and the term will then immediately become forfeited and void,
      and
      the Landlord may without notice or any form of legal process immediately reenter
      the Premises or any part of the Premises and in the name of the whole repossess
      and enjoy the same as of its former state anything contained in this Lease
      or in
      any statute or law to the contrary notwithstanding.

    29.    In
      the
      event that the Landlord has terminated the Lease pursuant to this section,
      on
      the expiration of the time fixed in the notice, if any, this Lease and the
      right, title, and interest of the Tenant under this Lease will terminate in
      the
      same manner and with the same force and effect, except as to the Tenant's
      liability, as if the date fixed in the notice of cancellation and termination
      were the end of the Lease.

    


    Distress

    30.    If
      and
      whenever the Tenant is in default in payment of any money, whether hereby
      expressly reserved or deemed as rent, or any part of the rent, the Landlord
      may,
      without notice or any form of legal process, enter upon the Premises and seize,
      remove and sell the Tenant's goods, chattels and equipment from the Premises
      or
      seize, remove and sell any goods, chattels and equipment at any place to which
      the Tenant or any other person may have removed them, in the same manner as
      if
      they had remained and been distrained upon the Premises, all notwithstanding
      any
      rule of law or equity to the contrary, and the Tenant hereby waives and
      renounces the benefit of any present or future statute or law limiting or
      eliminating the Landlord's right of distress.

    


    Overholding

    31.    If
      the
      Tenant continues to occupy the Premises with the written consent of the Landlord
      after the expiration or other termination of the term, then, without any further
      written agreement, the Tenant will be a month-to-month tenant at a minimum
      monthly rental equal to twice the Base Rent and subject always to all of the
      other provisions of this Lease insofar as the same are applicable to a
      month-to-month tenancy and a tenancy from year to year will not be created
      by
      implication of law.

    32.    If
      the
      Tenant continues to occupy the Premises without the written consent of the
      Landlord at the expiration or other termination of the term, then the Tenant
      will be a tenant at will and will pay to the Landlord, as liquidated damages
      and
      not as rent, an amount equal to twice the Base Rent plus any Additional Rent
      during the period of such occupancy, accruing from day to day and adjusted
      pro
      rata accordingly, and subject always to all the other provisions of this Lease
      insofar as they are applicable to a tenancy at will and a tenancy from month
      to
      month or from year to year will not be created by implication of law; provided
      that nothing herein contained will preclude the Landlord from taking action
      for
      recovery of possession of the Premises.

     

    
      
        
        

      

      
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    Additional
      Rights on Reentry

    33.    If
      the
      Landlord reenters the Premises or terminates this Lease, then: 

    a.    notwithstanding
      any such termination or the term thereby becoming forfeited and void, the
      provisions of this Lease relating to the consequences of termination will
      survive; 

    b.    the
      Landlord may use such reasonable force as it may deem necessary for the purpose
      of gaining admittance to and retaking possession of the Premises and the Tenant
      hereby releases the Landlord from all actions, proceedings, claims and demands
      whatsoever for and in respect of any such forcible entry or any loss or damage
      in connection therewith or consequential thereupon; 

    c.    the
      Landlord may expel and remove, forcibly, if necessary, the Tenant, those
      claiming under the Tenant and their effects, as allowed by law, without being
      taken or deemed to be guilty of any manner of trespass; 

    d.    in
      the
      event that the Landlord has removed the property of the Tenant, the Landlord
      may
      store such property in a public warehouse or at a place selected by the
      Landlord, at the expense of the Tenant. If the Landlord feels that it is not
      worth storing such property given its value and the cost to store it, then
      the
      Landlord may dispose of such property in its sole discretion and use such funds,
      if any, towards any indebtedness of the Tenant to the Landlord. The Landlord
      will not be responsible to the Tenant for the disposal of such property other
      than to provide any balance of the proceeds to the Tenant after paying any
      storage costs and any amounts owed by the Tenant to the Landlord; 

    e.    the
      Landlord may relet the Premises or any part of the Premises for a term or terms
      which may be less or greater than the balance of the term of this Lease
      remaining and may grant reasonable concessions in connection with such reletting
      including any alterations and improvements to the Premises; and 

    f.    after
      reentry, the Landlord may procure the appointment of a receiver to take
      possession and collect rents and profits of the business of the Tenant, and,
      if
      necessary to collect the rents and profits the receiver may carry on the
      business of the Tenant and take possession of the personal property used in
      the
      business of the Tenant, including inventory, trade fixtures, and furnishings,
      and use them in the business without compensating the Tenant; 

     

    
      
        
        

      

      
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    g.    after
      reentry, the Landlord may terminate the Lease on giving 5 days written notice
      of
      termination to the Tenant. Without this notice, reentry of the Premises by
      the
      Landlord or its agents will not terminate this Lease; 

    h.    the
      Tenant will pay to the Landlord on demand: 

    i.    all
      rent,
      Additional Rent and other amounts payable under this Lease up to the time of
      reentry or termination, whichever is later; 

    ii.    reasonable
      expenses as the Landlord incurs or has incurred in connection with the
      reentering, terminating, reletting, collecting sums due or payable by the
      Tenant, realizing upon assets seized; including without limitation, brokerage,
      fees and expenses and legal fees and disbursements and the expenses of keeping
      the Premises in good order, repairing the same and preparing them for reletting;
      and 

    iii.    as
      liquidated damages for the loss of rent and other income of the Landlord
      expected to be derived from this Lease during the period which would have
      constituted the unexpired portion of the term had it not been terminated, at
      the
      option of the Landlord, either: 

    i.    an
      amount
      determined by reducing to present worth at an assumed interest rate of twelve
      percent (12%) per annum all Base Rent and estimated Additional Rent to become
      payable during the period which would have constituted the unexpired portion
      of
      the term, such determination to be made by the Landlord, who may make reasonable
      estimates of when any such other amounts would have become payable and may
      make
      such other assumptions of the facts as may be reasonable in the circumstances;
      or 

    ii.    an
      amount
      equal to the Base Rent and estimated Additional Rent for a period of six (6)
      months.

    


    Inspections

    34.    At
      all
      reasonable times during the term of this Lease and any renewal of this Lease,
      the Landlord and its agents may enter the Premises to make inspections or
      repairs, or to show the Premises to prospective tenants or
      purchasers.

    


    Signs

    35.    The
      Tenant may erect, install and maintain a sign of a kind and size in a location,
      all in accordance with the Landlord's design criteria for the Building and
      as
      first approved in writing by the Landlord. All other signs, as well as the
      advertising practices of the Tenant, will comply with all applicable rules
      and
      regulations of the Landlord. The Tenant will not erect, install or maintain
      any
      sign other than in accordance with this section.

    


    
      
        
        

      

      
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    Abandonment

    36.    If
      at any
      time during the term of this Lease, the Tenant abandons the Premises or any
      part
      of the Premises, the Landlord may, at its option, enter the Premises by any
      means without being liable for any prosecution for such entering, and without
      becoming liable to the Tenant for damages or for any payment of any kind
      whatever, and may, at the Landlord's discretion, as agent for the Tenant, relet
      the Premises, or any part of the Premises, for the whole or any part of the
      then
      unexpired term, and may receive and collect all rent payable by virtue of such
      reletting, and, at the Landlord's option, hold the Tenant liable for any
      difference between the Rent that would have been payable under this Lease during
      the balance of the unexpired term, if this Lease had continued in force, and
      the
      net rent for such period realized by the Landlord by means of the reletting.
      If
      the Landlord's right of reentry is exercised following abandonment of the
      premises by the Tenant, then the Landlord may consider any personal property
      belonging to the Tenant and left on the Premises to also have been abandoned,
      in
      which case the Landlord may dispose of all such personal property in any manner
      the Landlord will deem proper and is relieved of all liability for doing
      so.

    


    Subordination
      and Attornment

    37.    This
      Lease and the Tenant's rights under this Lease will automatically be subordinate
      to any mortgage or mortgages, or encumbrance resulting from any other method
      of
      financing or refinancing, now or afterwards in force against the Lands or
      Building or any part of the Lands or Building, as now or later constituted,
      and
      to all advances made or afterwards made upon such security; and, upon the
      request of the Landlord, the Tenant will execute such documentation as may
      be
      required by the Landlord in order to confirm and evidence such
      subordination.

    38.    The
      Tenant will, in the event any proceedings are brought, whether in foreclosure
      or
      by way of the exercise of the power of sale or otherwise, under any other
      mortgage or other method of financing or refinancing made by the Landlord in
      respect of the Building, or any portion of the Building, attorn to the
      encumbrancer upon any such foreclosure or sale and recognize such encumbrancer
      as the Landlord under this Lease, but only if such encumbrancer will so elect
      and require.

    39.    Upon
      the
      written request of the Tenant, the Landlord agrees to request any mortgagee
      or
      encumbrancer of the Lands (present or future) to enter into a non-disturbance
      covenant in favor of the Tenant, whereby such mortgagee or encumbrancer will
      agree not to disturb the Tenant in its possession and enjoyment of the Premises
      for so long as the Tenant is not in default under this Lease.

     

    
      
        
        

      

      
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    Registration
      of Caveat

    40.    The
      Tenant will not register this Lease, provided, however, that: 

    a.    The
      Tenant may file a caveat respecting this Lease but will not be entitled to
      attach this Lease, and, in any event, will not file such caveat prior to the
      commencement date of the term. The caveat will not state the Base Rent or any
      other financial provisions contained in this Lease. 

    b.    If
      the
      Landlord's permanent financing has not been fully advanced, the Tenant covenants
      and agrees not to file a caveat until such time as the Landlord's permanent
      financing has been fully advanced.

    


    Estoppel
      Certificate and Acknowledgement

    41.    Whenever
      requested by the Landlord, a mortgagee or any other encumbrance holder or other
      third party having an interest in the Building or any part of the Building,
      the
      Tenant will, within ten (10) days of the request, execute and deliver an
      estoppel certificate or other form of certified acknowledgement as to the
      Commencement Date, the status and the validity of this Lease, the state of
      the
      rental account for this Lease, any incurred defaults on the part of the Landlord
      alleged by the Tenant, and such other information as may reasonably be
      required.

    


    Sale
      by Landlord

    42.    In
      the
      event of any sale, transfer or lease by the Landlord of the Building or any
      interest in the Building or portion of the Building containing the Premises
      or
      assignment by the Landlord of this Lease or any interest of the Landlord in
      the
      Lease to the extent that the purchaser, transferee, tenant or assignee assumes
      the covenants and obligations of the Landlord under this Lease, the Landlord
      will without further written agreement be freed and relieved of liability under
      such covenants and obligations. This Lease may be assigned by the Landlord
      to
      any mortgagee or encumbrancee of the Building as security.

    


    Tenant's
      Indemnity

    43.    The
      Tenant will and does hereby indemnify and save harmless the Landlord of and
      from
      all loss and damage and all actions, claims, costs, demands, expenses, fines,
      liabilities and suits of any nature whatsoever for which the Landlord will
      or
      may become liable, incur or suffer by reason of a breach, violation or
      nonperformance by the Tenant of any covenant, term or provision hereof or by
      reason of any builders' or other liens for any work done or materials provided
      or services rendered for alterations, improvements or repairs, made by or on
      behalf of the Tenant to the Premises, or by reason of any injury occasioned
      to
      or suffered by any person or damage to any property, or by reason of any
      wrongful act or omission, default or negligence on the part of the Tenant or
      any
      of its agents, concessionaires, contractors, customers, employees, invitees
      or
      licensees in or about the Building.

     

    
      
        
        

      

      
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    44.    It
      is
      agreed between the Landlord and the Tenant that the Landlord will not be liable
      for any loss, injury, or damage to persons or property resulting from falling
      plaster, steam, electricity, water, rain, snow or dampness, or from any other
      cause.

    45.    It
      is
      agreed between the Landlord and the Tenant that the Landlord will not be liable
      for any loss or damage caused by acts or omissions of other tenants or
      occupants, their employees or agents or any persons not the employees or agents
      of the Landlord, or for any damage caused by the construction of any public
      or
      quasi-public works, and in no event will the Landlord be liable for any
      consequential or indirect damages suffered by the Tenant.

    46.    It
      is
      agreed between the Landlord and the Tenant that the Landlord will not be liable
      for any loss, injury or damage caused to persons using the Common Areas and
      Facilities or to vehicles or their contents or any other property on them,
      or
      for any damage to property entrusted to its or their employees, or for the
      loss
      of any property by theft or otherwise, and all property kept or stored in the
      Premises will be at the sole risk of the Tenant.

    


    Liens

    47.    The
      Tenant will immediately upon demand by the Landlord remove or cause to be
      removed and afterwards institute and diligently prosecute any action pertinent
      to it, any builders' or other lien or claim of lien noted or filed against
      or
      otherwise constituting an encumbrance on any title of the Landlord. Without
      limiting the foregoing obligations of the Tenant, the Landlord may cause the
      same to be removed, in which case the Tenant will pay to the Landlord as
      Additional Rent, such cost including the Landlord's legal costs.

    


    Governing
      Law

    48.    It
      is the
      intention of the parties to this Lease that the tenancy created by this Lease
      and the performance under this Lease, and all suits and special proceedings
      under this Lease, be construed in accordance with and governed, to the exclusion
      of the law of any other forum, by the laws of the State of Florida, without
      regard to the jurisdiction in which any action or special proceeding may be
      instituted.

     

    
      
        
        

      

      
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    Severability

    49.    If
      there
      is a conflict between any provision of this Lease and the applicable legislation
      of the State of Florida (the "Act"), the Act will prevail and such provisions
      of
      the Lease will be amended or deleted as necessary in order to comply with the
      Act. Further, any provisions that are required by the Act are incorporated
      into
      this Lease.

    50.    If
      there
      is a conflict between any provision of this Lease and any form of lease
      prescribed by the Act, that prescribed form will prevail and such provisions
      of
      the lease will be amended or deleted as necessary in order to comply with that
      prescribed form. Further, any provisions that are required by that prescribed
      form are incorporated into this Lease.

    


    Amendment
      of Lease

    51.    Any
      amendment or modification of this Lease or additional obligation assumed by
      either party in connection with this Lease will only be binding if evidenced
      in
      writing signed by each party or an authorized representative of each
      party.

    


    Damage
      to Premises

    52.    If
      the
      Premises, or any part of the Premises, will be partially damaged by fire or
      other casualty not due to the Tenant's negligence or willful act or that of
      the
      Tenant's employee, family, agent, or visitor, the Premises will be promptly
      repaired by the Landlord and there will be an abatement of rent corresponding
      with the time during which, and the extent to which, the Premises may have
      been
      untenantable. However, if the Premises should be damaged other than by the
      Tenant's negligence or willful act or that of the Tenant's employee, family,
      agent, or visitor to the extent that the Landlord will decide not to rebuild
      or
      repair, the term of this Lease will end and the Rent will be prorated up to
      the
      time of the damage.

    


    Eminent
      Domain and Expropriation

    53.    If
      during
      the term of this Lease, title is taken to the whole or any part of the Building
      by any competent authority under the power of eminent domain or by
      expropriation, which taking, in the reasonable opinion of the Landlord, does
      not
      leave a sufficient remainder to constitute an economically viable building,
      the
      Landlord may at its option, terminate this Lease on the date possession is
      taken
      by or on behalf of such authority. Upon such termination, the Tenant will
      immediately deliver up possession of the Premises, Base Rent and any Additional
      Rent will be payable up to the date of such termination, and the Tenant will
      be
      entitled to be repaid by the Landlord any rent paid in advance and unearned
      or
      an appropriate portion of that rent. In the event of any such taking, the Tenant
      will have no claim upon the Landlord for the value of its property or the
      unexpired portion of the term of this Lease, but the parties will each be
      entitled to separately advance their claims for compensation for the loss of
      their respective interests and to receive and retain such compensation as may
      be
      awarded to each respectively. If an award of compensation made to the Landlord
      specifically includes an award for the Tenant, the Landlord will account for
      that award to the Tenant and vice versa.

     

    
      
        
        

      

      
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    Condemnation

    54.    A
      condemnation of the Building or any portion of the Premises will result in
      termination of this Lease. The Landlord will receive the total of any
      consequential damages awarded as a result of the condemnation proceedings.
      All
      future rent installments to be paid by the Tenant under this Lease will be
      terminated.

    


    Tenant's
      Repairs and Alterations

    55.    The
      Tenant covenants with the Landlord to occupy the Premises in a tenant-like
      manner and not to permit waste. The Tenant will at all times and at its sole
      expense, subject to the Landlord's repair, maintain and keep the Premises,
      reasonable wear and tear, damage by fire, lightning, tempest, structural
      repairs, and repairs necessitated from hazards and perils against which the
      Landlord is required to insure excepted. Without limiting the generality of
      the
      foregoing, the Tenant will keep, repair, replace and maintain all glass, wiring,
      pipes and mechanical apparatus in, upon or serving the Premises in good and
      tenantable repair at its sole expense. When it becomes (or, acting reasonably,
      should have become) aware of same, the Tenant will notify the Landlord of any
      damage to or deficiency or defect in any part of the Premises or the Building.
      The Tenant will not use or keep any device which might overload the capacity
      of
      any floor, wall, utility, electrical or mechanical facility or service in the
      Premises or the Building.

    56.    The
      Tenant covenants with the Landlord that the Landlord, its servants, agents
      and
      workmen may enter and view the state of repair of the Premises and that the
      Tenant will repair the Premises according to notice in writing received from
      the
      Landlord, subject to the Landlord's repair obligations. If the Tenant refuses
      or
      neglects to repair as soon as reasonably possible after written demand, the
      Landlord may, but will not be obligated to, undertake such repairs without
      liability to the Tenant for any loss or damage that may occur to the Tenant's
      merchandise, fixtures or other property or to the Tenant's business by such
      reason, and upon such completion, the Tenant will pay, upon demand, as
      Additional Rent, the Landlord's cost of making such repairs plus fifteen percent
      (15%) of such cost for overhead and supervision.

     

    
      
        
        

      

      
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    57.    The
      Tenant will not make or have others make alterations, additions or improvements
      or erect or have others erect any partitions or install or have others install
      any trade fixtures, exterior signs, floor covering, interior or exterior
      lighting, plumbing fixtures, shades, awnings, exterior decorations or make
      any
      changes to the Premises or otherwise without first obtaining the Landlord's
      written approval thereto, such written approval not to be unreasonably withheld
      in the case of alterations, additions or improvements to the interior of the
      Premises.

    58.    The
      Tenant will not install in or for the Premises any special locks, safes or
      apparatus for air-conditioning, cooling, heating, illuminating, refrigerating
      or
      ventilating the Premises without first obtaining the Landlord's written approval
      thereto. Locks may not be added or changed without the prior written agreement
      of both the Landlord and the Tenant.

    59.    When
      seeking any approval of the Landlord for Tenant repairs as required in this
      Lease, the Tenant will present to the Landlord plans and specifications of
      the
      proposed work which will be subject to the prior approval of the Landlord,
      not
      to be unreasonably withheld or delayed.

    60.    The
      Tenant will promptly pay all contractors, material suppliers and workmen so
      as
      to minimize the possibility of a lien attaching to the Premises or the Building.
      Should any claim of lien be made or filed the Tenant will promptly cause the
      same to be discharged.

    61.    The
      Tenant will be responsible at its own expense to replace all electric light
      bulbs, tubes, ballasts or fixtures serving the Premises.

    


    Landlord's
      Repairs

    62.    The
      Landlord covenants and agrees to effect at its expense repairs of a structural
      nature to the structural elements of the roof, foundation and outside walls
      of
      the Building, whether occasioned or necessitated by faulty workmanship,
      materials, improper installation, construction defects or settling, or
      otherwise, unless such repair is necessitated by the negligence of the Tenant,
      its servants, agents, employees or invitees, in which event the cost of such
      repairs will be paid by the Tenant together with an administration fee of
      fifteen percent (15%) for the Landlord's overhead and supervision.

    


    Care
      and Use of Premises

    63.    The
      Tenant will promptly notify the Landlord of any damage, or of any situation
      that
      may significantly interfere with the normal use of the Premises or to any
      furnishings supplied by the Landlord.

    64.    Vehicles
      which the Landlord reasonably considers unsightly, noisy, dangerous, improperly
      insured, inoperable or unlicensed are not permitted in the Tenant's parking
      stall(s), and such vehicles may be towed away at the Tenant's expense. Parking
      facilities are provided at the Tenant's own risk. The Tenant is required to
      park
      in only the space allotted to them.

     

    
      
        
        

      

      
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    65.    The
      Tenant will not make (or allow to be made) any noise or nuisance which, in
      the
      reasonable opinion of the Landlord, disturbs the comfort or convenience of
      other
      tenants.

    66.    The
      Tenant will dispose of its trash in a timely, tidy, proper and sanitary
      manner.

    67.    The
      Tenant will not engage in any illegal trade or activity on or about the
      Premises.

    68.    The
      Landlord and Tenant will comply with standards of health, sanitation, fire,
      housing and safety as required by law.

    69.    The
      hallways, passages and stairs of the building in which the Premises are situated
      will be used for no purpose other than going to and from the Premises and the
      Tenant will not in any way encumber those areas with boxes, furniture or other
      material or place or leave rubbish in those areas and other areas used in common
      with any other tenant.

    


    Surrender
      of Premises

    70.    The
      Tenant covenants to surrender the Premises, at the expiration of the tenancy
      created in this Lease, in the same condition as the Premises were in upon
      delivery of possession under this Lease, reasonable wear and tear, damage by
      fire or the elements, and unavoidable casualty excepted, and agrees to surrender
      all keys for the Premises to the Landlord at the place then fixed for payment
      of
      rent and will inform the Landlord of all combinations to locks, safes and
      vaults, if any. All alterations, additions and improvements constructed or
      installed in the Premises and attached in any manner to the floor, walls or
      ceiling, including any leasehold improvements, equipment, floor covering or
      fixtures (including trade fixtures), will remain upon and be surrendered with
      the Premises and will become the absolute property of the Landlord except to
      the
      extent that the Landlord requires removal of such items. If the Tenant abandons
      the Premises or if this Lease is terminated before the proper expiration of
      the
      term due to a default on the part of the Tenant then, in such event, as of
      the
      moment of default of the Tenant all trade fixtures and furnishings of the Tenant
      (whether or not attached in any manner to the Premises) will, except to the
      extent the Landlord requires the removal of such items, become and be deemed
      to
      be the property of the Landlord without indemnity to the Tenant and as
      liquidated damages in respect of such default but without prejudice to any
      other
      righter remedy of the Landlord. Notwithstanding that any trade fixtures,
      furnishings, alterations, additions, improvements or fixtures are or may become
      the property of the Landlord, the Tenant will immediately remove all or part
      of
      the same and will make good any damage caused to the Premises resulting from
      the
      installation or removal of such fixtures, all at the Tenant's expense, should
      the Landlord so require by notice to the Tenant. If the Tenant, after receipt
      of
      such notice from the Landlord, fails to promptly remove any trade fixtures,
      furnishings, alterations, improvements and fixtures in accordance with such
      notice, the Landlord may enter into the Premises and remove from the Premises
      all or part of such trade fixtures, furnishings, alterations, additions,
      improvements and fixtures without any liability and at the expense of the
      Tenant, which expense will immediately be paid by the Tenant to the Landlord.
      The Tenant's obligation to observe or perform the covenants contained in this
      Lease will survive the expiration or other termination of the term of this
      Lease.

     

    
      
        
        

      

      
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    Hazardous
      Materials

    71.    The
      Tenant will not keep or have on the Premises any article or thing of a
      dangerous, flammable, or explosive character that might unreasonably increase
      the danger of fire on the Premises or that might be considered hazardous by
      any
      responsible insurance company.

    


    Rules
      and Regulations

    72.    The
      Tenant will obey all rules and regulations posted by the Landlord regarding
      the
      use and care of the Building, parking lot, laundry room and other common
      facilities that are provided for the use of the Tenant in and around the
      Building on the Premises.

    


    Address
      for Notice

    73.    For
      any
      matter relating to this tenancy, whether during or after this tenancy has been
      terminated:

    a.    the
      address of the Tenant is the Premises during this tenancy, and 1900 Main St.
      Suite 312 Sarasota, FL 34236 after this tenancy is terminated, and

    b.    the
      address of the Landlord is 1900 Main St Suite 310 Sarasota ,FL 34236, both
      during this tenancy and after it is terminated.

    The
      Landlord or the Tenant may, on written notice to each other, change their
      respective addresses for notice under this Lease.

    


    Right
      to Show Premises

    74.    The
      Tenant acknowledged that the Landlord or its agent will have the right to enter
      the Premises at all reasonable times to show them to prospective purchasers,
      encumbrancers, lessees or assignees, and may also during the ninety days
      preceding the termination of the terms of this Lease, place upon the Premises
      the usual type of notice to the effect that the Premises are for rent, which
      notice the Tenant will permit to remain on them.

    


    No
      Waiver

    75.    No
      provision of this Lease will be deemed to have been waived by the Landlord
      unless a written waiver from the Landlord has first been obtained and, without
      limiting the generality of the foregoing, no acceptance of rent subsequent
      to
      any default and no condoning, excusing or overlooking by the Landlord on
      previous occasions of any default nor any earlier written waiver will be taken
      to operate as a waiver by the Landlord or in any way to defeat or affect the
      rights and remedies of the Landlord.

     

    
      
        
        

      

      
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    Landlord's
      Performance

    76.    Notwithstanding
      anything to the contrary contained in this Lease, if the Landlord is delayed
      or
      hindered or prevented from the performance of any term, covenant or act required
      under this Lease by reason of strikes, labor troubles, inability to procure
      materials or services, power failure, restrictive governmental laws or
      regulations, riots, insurrection, sabotage, rebellion, war, act of God or other
      reason, whether of a like nature or not, which is not the fault of the Landlord,
      then performance of such term, covenant or act will be excused for the period
      of
      the delay and the Landlord will be entitled to perform such term, covenant
      or
      act within the appropriate time period after the expiration of the period of
      such delay.

    


    Remedies
      Cumulative

    77.    No
      reference to or exercise of any specific right or remedy by the Landlord will
      prejudice or preclude the Landlord from any other remedy whether allowed at
      law
      or in equity or expressly provided for in this Lease. No such remedy will be
      exclusive or dependent upon any other such remedy, but the Landlord may from
      time to time exercise any one or more of such remedies independently or in
      combination.

    


    Landlord
      May Perform

    78.    If
      the
      Tenant fails to observe, perform or keep any of the provisions of this Lease
      to
      be observed, performed or kept by it and such failure is not rectified within
      the time limits specified in this Lease, the Landlord may, but will not be
      obliged to, at its discretion and without prejudice, rectify the default of
      the
      Tenant. The Landlord will have the right to enter the Premises for the purpose
      of correcting or remedying any default of the Tenant and to remain until the
      default has been corrected or remedied. However, any expenditure by the Landlord
      incurred in any correction of a default of the Tenant will not be deemed to
      waive or release the Tenant's default or the Landlord's right to take any action
      as may be otherwise permissible under this Lease in the case of any
      default.

     

    
      
        
        

      

      
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    General
      Provisions

    79.    This
      Lease will extend to and be binding upon and inure to the benefit of the
      respective heirs, executors, administrators, successors and assigns, as the
      case
      may be, of each party to this Lease. All covenants are to be construed as
      conditions of this Lease.

    80.    All
      sums
      payable by the Tenant to the Landlord pursuant to any provision of this Lease
      will be deemed to be Additional Rent and will be recovered by the Landlord
      as
      rental arrears.

    81.    Where
      there is more than one Tenant executing this Lease, all Tenants are jointly
      and
      severally liable for each other's acts, omissions and liabilities pursuant
      to
      this Lease.

    82.    The
      Tenant will be charged an additional amount of $25.00 for each N.S.F. check
      or
      check returned by the Tenant's financial institution.

    83.    All
      schedules to this Lease are incorporated into and form an integral part of
      this
      Lease.

    84.    Headings
      are inserted for the convenience of the parties only and are not to be
      considered when interpreting this Lease. Words in the singular mean and include
      the plural and vice versa. Words in the masculine mean and include the feminine
      and vice versa.

    85.    This
      Lease may be executed in counterparts.

    86.    Time
      is
      of the essence in this Lease.

    87.    This
      Lease will constitute the entire agreement between the Landlord and the Tenant.
      Any prior understanding or representation of any kind preceding the date of
      this
      Lease will not be binding on either party except to the extent incorporated
      in
      this Lease. In particular, no warranties of the Landlord not expressed in this
      Lease are to be implied.

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF
      W. R.
      Klein, P.A. and ImagiTrend, Inc. have duly affixed their signatures by duly
      authorized officers under seal 

    on
      this
      _____ day of ____________, _____.

         

    


    


    W.
      R.
      Klein, P.A. 

    


    


    per
      :
      _____________________________ (SEAL)      

    


    ImagiTrend,
      Inc. 

    


    


    per
      :
      _____________________________ (SEAL)  

    


     

    


    


    


    


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