**EXHIBIT
      10.14**




**LEASE**




**BY
      AND BETWEEN**




**GARDENS
      PLAZA INVESTORS, LLC**




**LANDLORD,**




**AND**




**BANKRATE,
      INC.**




**TENANT**










**TABLE
      OF CONTENTS OF LEASE AGREEMENT**




**EXHIBITS**







Exhibit
      “A”  -  Floor
      Plan - Demised Premises




Exhibit
      “B”  -  Legal
      Description of the Real Property At The Project




Exhibit
      “C”  -  Landlord's
      Work




Exhibit
      “D”  -  Tenant's
      Work




Exhibit
      “E”  -  Cleaning
      Schedule




Exhibit
      “F”  -  Rules
      and
      Regulations




Exhibit
      “G”  -  Definitions




Exhibit
      “H”  -  Intentionally
      Deleted




Exhibit
      “I”  -  Bankruptcy






i






**LEASE
      SUMMARY**




Landlord:
              Gardens
                  Plaza Investors, LLC, a Florida limited liability
                  companyTenant:
              Bankrate,
                  Inc., a Florida corporationDemised
                  Premises:
              Suite
                  Nos. 106W and 200W, Golden Bear Plaza, 11760 U.S. Highway 1, Palm
                  Beach
                  Gardens, Florida 33408Rentable
                  Area:
              Approximately
                  6,748 rentable square feet on the first (1st)
                  floor and approximately 14,187 rentable square feet on the second
                  (2nd)
                  floorTerm:
              Within
                  ten (10) days following the later to occur of: (i) the issuance
                  of a
                  certificate of occupancy for the Demised Premises, and (ii) termination
                  of
                  that certain Sublease Agreement between Tenant, as sublessee, and
                  Cingular
                  Wireless, as sublessor, through last day of the month in which
                  the tenth
                  (10th) anniversary of the Commencement Date occursBase
                  Annual Rent:
              $23.00
                  per rentable square foot ($23,743.67 per month, $284,924.04 per
                  year until
                  January 1, 2008 when Base Annual Rent shall be reduced to the same
                  Base
                  Annual Rent per square foot as is being charged for the Remaining
                  Space)
                  for a total of 12,388 rentable square feet and $19.50 per rentable
                  square
                  feet ($13,888.88 per month, $166,666.50 per year) for 8,547 rentable
                  square feet; the Base Annual Rent for the Remaining Space shall
                  increase
                  by 3.5% per year on the anniversary of the Commencement Date and
                  the Base
                  Annual Rent for the Partial Space shall increase by 3.5% per year
                  commencing on January 1, 2008Tenant’s
                  Initial Proportionate Share of Project:
              20,935 ̧246,500= (8.49%)Security
                  Deposit:
              $67,029.45Permitted
                  Use:
              General
                  Office PurposesParking:
              Access
                  to unreserved parking spaces in surface lot. Landlord shall make
                  available
                  up to one hundred (100) surface parking spaces for Tenant’s employees.
                  Tenant has the option to lease up to six (6) covered, reserved
                  parking
                  spaces in the parking garage at the rate of Sixty and No/Dollars
                  ($60.00)
                  per month, plus applicable sales tax (the “Parking Charge”).


In
      the
      event of any conflict between the terms of this Lease Summary and the terms
      of
      the Lease itself, the terms of the Lease shall govern.






ii





**THIS
      LEASE** (hereinafter the “Lease” as defined in Paragraph (i) of Exhibit “G”), made this
      3 day of November, 2005, by and between **GARDENS
      PLAZA INVESTORS, LLC** ,
      a
      Florida limited liability company (hereinafter called “Landlord”) and **BANKRATE,
      INC** .,
      a
      Florida corporation **** (hereinafter
      called “Tenant”).




**WITNESSETH:**




**ARTICLE
      1**


**DEMISED
      PREMISES**




1.01  **Demised
      Premises.** Landlord
      does hereby lease and demise to Tenant and Tenant does hereby hire, take and
      lease from Landlord for the “Term” (as hereinafter defined in Paragraph (h) of
      Exhibit “G” attached hereto and made a part hereof) and subject to the
      provisions hereof, the “Demised Premises” being that space also known as Suite
      Nos. 106W and 200W, located on the first and second floors of the building
      now
      known as Golden Bear Plaza, (11760 West Tower), having an address of 11760
      U.S.
      Highway 1, Palm Beach Gardens, Florida 33408 within the “Project” (as
      hereinafter defined in Paragraph (d) of Exhibit “G”) containing a total
“Rentable Area” (as hereinafter defined in Paragraph (e) of Exhibit “G”) of
      Twenty Thousand Nine Hundred Thirty-Five (20,935) square feet, all as more
      particularly shown on the floor plan annexed hereto as Exhibit “A” and made
      a part hereof **.**




**ARTICLE
      2**


**TERM
      AND RENT COMMENCEMENT DATE**




2.01  **Term.** The
      “Term” (defined below) shall commence within ten (10) days following the later
      to occur of: (i) the issuance of a certificate of occupancy for the Demised
      Premises, and (ii) termination (the “Sublease Termination”) of that certain
      Sublease Agreement between Tenant, as sublessee, and Cingular Wireless, as
      sublessor, (the “Commencement Date”) and shall expire at midnight on the date
      immediately preceding the tenth (10th) anniversary of the Commencement Date.
      This Lease is expressly contingent on Tenant receiving the Sublease Termination
      on or before November 1, 2006.




2.02  **Renewal
      Option** **** Provided
      Tenant is not in default under any of the terms and provisions herein contained
      and further provided Tenant is occupying the Demised Premises at the time the
      option is exercised, Landlord hereby grants to Tenant one (1) option to renew
      this Lease for one (1) period of five (5) years, commencing on the day following
      the expiration of the existing Lease Term. The renewal term shall be upon all
      the terms and conditions as the existing Lease Term with the sole exception
      that
      the Base Annual Rent shall be adjusted to reflect the then fair market rental
      value. Fair market rental value shall mean the then prevailing rent for premises
      comparable in size and use to the Demised Premises, located in buildings
      comparable in size and use to, and in the general vicinity of, the Building,
      leased on terms comparable to the terms contained in this Lease, taking into
      consideration all allowances for tenant improvements, moving expenses, landlord
      expenses, rent abatement, brokerage expenses, tenant benefits, parking charges
      or any other market concessions which may be commonly available at the time
      in
      question. Landlord shall provide Tenant with its estimate of the Fair Market
      Rental Value within thirty (30) days from Tenant’s notice to Landlord of its
      intent to exercise the renewal option. In the event Tenant disagrees as to
      Landlord’s estimate of the Fair Market Rental Value, it shall notify Landlord of
      such disagreement within twenty (20) days from receipt of Landlord’s notice of
      Fair Market Rental Value and shall provide Landlord with Tenant’s commercially
      reasonable estimate of the Fair Market Rental Value. In the event Landlord
      disagrees with Tenant’s proposed amount, the parties hereby agree to appoint a
      mutually acceptable unrelated independent arbitrator to resolve the dispute
      and
      agree to be bound by the decision of such arbitrator. Tenant and Landlord shall
      equally split the cost of the independent arbitrator. The foregoing option
      to
      renew shall be exercised by written notice to Landlord given not less than
      three
      hundred sixty-five (365) days prior to the expiration of the existing Term
      of
      this Lease. Time is of the essence with respect to Tenant’s exercise of its
      option to renew.




2.03  **Vacation.** This
      Lease, and the tenancy created hereby, shall cease and terminate at the end
      of
      the Term without the necessity of any notice from either Landlord or Tenant
      to
      terminate same. Tenant hereby waives any right to notice from Landlord to vacate
      the Demised Premises and agrees that Landlord shall be entitled to the benefit
      of all provisions of any applicable governing law with respect to the summary
      recovery of possession of the Demised Premises in the event that Tenant should
      hold over beyond the expiration of the Term or any earlier termination thereof
      to the same extent as if statutory notice had been given.




2.04  **Acknowledgment
      of Term.** Following
      the Commencement Date, but no later than ten (10) business days following
      Landlord’s written request therefor, the parties shall execute and deliver in
      recordable form an instrument prepared by Landlord or a letter agreement, at
      the
      option of Landlord, wherein Tenant shall (i) acknowledge that the Demised
      Premises (including the building or buildings of which the Demised Premises
      form
      a part, the parking garage structure and other “Common Areas” [as hereinafter
      defined in Paragraph (b) of Exhibit “G”]) are completed in accordance with
      the terms and provisions of this Lease, (ii) certify that the Lease is in full
      force and effect and no “Advance Rental” (as hereinafter defined in Section
      6.02) has been paid to Landlord except as provided for herein, and (iii) certify
      the Commencement Date and termination date of the initial Term.




**ARTICLE
      3**


**BASE
      ANNUAL RENT**




3.01  **Base
      Annual Rent.** From
      and
      after the Commencement Date, and until December 31, 2007, Tenant shall pay
      to
      Landlord a minimum guaranteed annual rent, the sum of Two Hundred Eighty-Four
      Thousand Nine Hundred Twenty-Four and 04/100 Dollars ($284,924.04) annually
      for
      12,388 rentable square feet of space (the “Partial Space”), payable in advance
      without demand, setoff or deduction, in equal monthly installments of
      Twenty-Three Seven Hundred Forty-Three and 67/100 Dollars ($23,743.67) on or
      before the first day of each calendar month, the first installment to be paid
      on
      the Commencement Date (the “Initial 12,388 Base Annual Rent”) together with any
      applicable sales tax thereon, which sales tax shall be considered as an
“Additional Charge” (as hereinafter defined in Paragraph (a) of
      Exhibit “G”) hereunder. From and after January 1, 2008, and throughout the
      balance of the Term, Tenant shall pay to Landlord a minimum guaranteed annual
      rent, as adjusted in accordance with Section 3.02 hereinbelow, an amount equal
      to the then-current Base Annual Rent per square foot that is being charged
      for
      the Remaining Space (as hereinafter defined) annually for the Partial Space,
      payable in advance without demand, setoff or deduction, (the “Subsequent 12,388
      Base Annual Rent”) on or before the first day of each calendar month, the first
      installment to be paid on the Commencement Date together with any applicable
      sales tax thereon, which sales tax shall be considered as an Additional Charge.
      From and after the Commencement Date, and throughout the Term of the Lease,
      Tenant shall pay to Landlord a minimum guaranteed annual rent, as adjusted
      in
      accordance with Section 3.02 hereinbelow, the sum of One Hundred Sixty-Six
      Thousand Six Hundred Sixty-Six and 50/100 Dollars ($166,666.50) (the “Remaining
      Base Annual Rent”), annually for the remaining 8,547 square feet of space (the
“Remaining Space”), payable in advance without demand, setoff or deduction, in
      equal monthly installments of Thirteen Thousand Eight Hundred Eighty-Eight
      and
      88/100 Dollars ($13,888.88) (the “Remaining Base Annual Rent”) together with any
      applicable sales tax thereon, which sales tax shall be considered as an
      Additional Charge hereunder. The Initial 12,388 Base Annual Rent, the Subsequent
      12,388 Base Annual Rent and the Remaining Base Annual Rent are collectively
      referred to herein as the “Base Annual Rent.” If the Commencement Date shall
      fall upon a day other than the first day of a calendar month, Tenant's first
      payment of Base Annual Rent shall also include Base Annual Rent for the
      fractional portion of the month between the Commencement Date and the last
      day
      of the month in which the Commencement Date occurs, on a per diem basis
      (calculated on a thirty (30) day month).




1


3.02  **Base
      Annual Rent Adjustments.** Base
      Annual Rent for the Remaining Space shall be increased annually, commencing
      on
      the first day of the month immediately following the first (1st) anniversary
      of
      the Commencement Date and on the first day of the month immediately following
      each anniversary of the Commencement Date thereafter during the remainder of
      the
      Term and commencing on January 1, 2008 for the Partial Space by multiplying
      the
      Base Annual Rent for the “Lease Year” immediately preceding the anniversary of
      the Commencement Date by (1.035). Tenant covenants and agrees to pay the
      aforesaid increase(s) in Base Annual Rent as of the effective date of each
      such
      increase. Upon request, Tenant shall execute from time to time either a Lease
      amendment agreement in recordable form or letter agreement, at Landlord's
      option, confirming the amount of such Base Annual Rent increase(s) and the
      effective date(s) thereof.




**ARTICLE
      4**


**TAXES**




4.01  **Definition
      of Taxes.** The
      term
“Taxes” shall mean (i) the total of all real estate taxes, taxes attributable to
      improvements within the Project or any part thereof made by any tenant or
      occupant or by Landlord, or attributable to the installation in the Project
      or
      any part thereof of fixtures, machinery or equipment by any tenant or by
      Landlord, assessment, water and sewer rents and other governmental impositions,
      levies and charges (of or by any federal, state municipal or other government
      or
      governmental or public authority, including, without limitation, any school
      district) of every kind and nature whatsoever, and each and every installment
      thereof, which shall or may be levied, assessed, imposed, become due and
      payable, or liens upon, or arise in connection with the use, occupancy or
      possession of, or grow due or payable out of, or for, the Project or any part
      thereof, or any land, buildings or other improvements therein except for estate,
      inheritance, succession, transfer, franchise or gift taxes, (ii) any special
      or
      other assessment or levy which is imposed upon the Project, (iii) any taxes
      attributable to or assessed by reason of any personal property located within
      the Project, except that which is assessed or imposed directly against any
      tenant and paid for by such tenant, (iv) any tax, charge, levy or excise on
      Base
      Annual Rent, “Common Area Expenses” (as hereinafter defined in Section 5.01),
      Additional Charges or other sums due hereunder or in any other lease of any
      part
      of the Project which are not otherwise paid by Tenant as provided in Section
      4.05 hereinbelow, (v) any tax, impost, charge, levy or excise (except federal,
      state or local income taxes), however described, which is levied, assessed
      or
      imposed against Landlord on account of the rent or other charges payable herein
      or in any other lease of any part of the Project, (vi) any tax, impost, charge,
      levy or excise, however described (hereinafter called “Other Tax”) which is not
      included in Taxes pursuant to the other provisions of this Section 4.01 but
      which is or shall be a substitute, in whole or in part, for any item which
      is,
      was or would be or become included in “Taxes” pursuant to the other provisions
      of this Section 4.01 or which is or shall be intended to produce revenue
      for a purpose for which any item which is, was or would be or become included
      in
“Taxes” pursuant to the other provisions of this Section 4.01 was, is or
      shall be intended to produce revenue (whether or not such Other Tax is or shall
      be levied, assessed, imposed or collected by the same body) and (vii) any and
      all costs, fees and expenses paid to attorneys, appraisers and consultants
      for
      the purpose of reviewing, negotiating, or contesting the amount of the Taxes,
      the valuation or assessment of the Project or any portion thereof for tax
      purposes and any and all costs, fees and expenses arising out of or by reason
      of
      any legal or administrative proceedings related to the Taxes. In the event
      that
      any part(s) of the Project is separately assessed for the purpose of real estate
      taxation, then, in such event, Landlord may at its option, at any time and
      from
      time to time after such separate assessment(s) is created, elect, which
      election(s) shall be subject to revocation(s), to exclude that portion of the
      Taxes allocable to any such separately assessed part(s) of the Project from
      Taxes under this Article 4. The term “Excluded Parcel(s)” as used herein shall
      mean those separately assessed part(s) of the Project during such period(s)
      of
      time when its or their, as the case may be, allocable share of Taxes is excluded
      from Taxes. During the period when Landlord elects not to include in Taxes
      that
      portion thereof allocable to any such separately assessed part(s) of the
      Project, for the purposes of calculating Tenant's Proportionate Share of Taxes
      as provided in Section 4.02 hereinbelow, the denominator shall not include
      that
      portion of the Rentable Area of the Project contained within the Excluded
      Parcel(s).




4.02  **Tenant's
      Proportionate Share of Taxes.** Commencing as of the date hereof and continuing throughout the Term, Tenant
      agrees to pay to Landlord as Additional Charges an amount equal to Tenant’s
      Proportionate Share of the Taxes.




2


4.03  **Payment
      of Taxes.** Landlord
      shall furnish to Tenant a written statement setting forth Landlord’s reasonable
      estimate of Tenant’s Proportionate Share of Taxes for the balance of the
      calendar year in which the date hereof occurs. During each calendar year
      thereafter Landlord shall furnish to Tenant a written statement setting forth
      Landlord’s reasonable estimate of Tenant’s Proportionate Share of Taxes for that
      calendar year. Tenant shall pay to Landlord on the first day of each month
      from
      and after the date hereof an amount equal to one-twelfth (1/12) of Landlord’s
      estimate of Tenant’s Proportionate Share of Taxes for that calendar year or
      partial calendar year, as the case may be. After Landlord pays the Taxes for
      a
      calendar year or partial calendar year Landlord shall furnish to Tenant a
      statement showing the total Taxes and computing Tenant’s Proportionate Share of
      such Taxes. If said statement shows that the sums paid by Tenant exceed Tenant’s
      Proportionate Share of Taxes, Landlord shall either refund to Tenant the amount
      of such excess or permit Tenant to credit the amount thereof against subsequent
      payments of Taxes under this Article 4. If such statement shows that the
      sums paid by Tenant were less than Tenant’s Proportionate Share of Taxes, Tenant
      shall pay the amount of such deficiency within twenty (20) days after demand
      therefor as an Additional Charge. Upon the expiration or earlier termination
      of
      this Lease (except for a termination resulting from Tenant’s default), Tenant’s
      Proportionate Share of Taxes shall be appropriately prorated to reflect Taxes
      which are due through the expiration or termination date. This provision shall
      survive the expiration or earlier termination of this Lease. Landlord shall
      have
      the right to use a twelve (12) month period other than a calendar year to
      calculate Tenant’s Proportionate Share of Taxes. Tenant’s Proportionate Share of
      Taxes shall be included in that figure set forth in Article 5.02
      hereof.




4.04  **Tax
      Refund.** If
      Landlord shall receive a refund of any Taxes for a calendar year in which Tenant
      has already paid its Proportionate Share of such refunded Taxes, then Landlord
      shall pay to Tenant, Tenant’s Proportionate Share of the net refund, (after
      deducting from such refund the costs and expenses, including, but not limited
      to, appraisal, accounting and legal fees of obtaining the same, to the extent
      that such costs and expenses were not included in the Taxes for such calendar
      year), calculated in the same manner as Tenant’s Proportionate Share of Taxes
      was calculated for that calendar year. Tenant shall not institute any
      proceedings with respect to the assessed valuation of the Project or any part
      thereof or for a refund on any Taxes.




4.05  **Additional
      Taxes.** In
      addition to Tenant’s Proportionate Share of Taxes Tenant shall be responsible
      for and pay (i) before delinquency all taxes assessed or imposed during the
      Term
      against any occupancy interest or personal property of any kind which may be
      located within the Demised Premises, (ii) all sales taxes and any charge levy
      or
      excise on Base Annual Rent, Common Area Expenses, Additional Charges or any
      other sums due hereunder (except to the extent such sums shall already be paid
      as a portion of Tenant’s Taxes as provided for hereinabove).




**ARTICLE
      5**


**COMMON
      AREA EXPENSES**




5.01  **Definition
      of Common Area Expenses** .
      The
      term “Common Area Expenses” shall mean all costs and expenses paid or incurred
      (if any) by Landlord or on Landlord’s behalf in respect of or by reason of the
      repair, replacement, remodeling, maintenance and operation of the Project,
      including without limitation, the following: (i) salaries, wages, and benefits
      and pension payments of employees employed within the Project (not above the
      grade of building manager); (ii) payroll taxes, workmen’s compensation, uniforms
      and related expenses for such employees; (iii) the cost of all charges for
      trash
      and garbage collection, electricity, water and all other utilities furnished
      to
      the Project (including, without limitation, the Common Areas) not separately
      metered to and/or paid for by Tenant; (iv) the cost of painting, caulking,
      waterproofing and weatherproofing the building(s) and parking garage
      structure(s) within the Project, together with the cost of restriping within
      the
      parking garage structure(s) and other portions of the Project; (v) the cost
      of
      all premiums for insurance and endorsements thereon including, but not limited
      to, fire and extended coverage, rents, liability and fidelity with regard to
      the
      Project; (vi) the cost of all supplies, tools, materials and equipment; (vii)
      the cost for window and other cleaning and janitorial services, including,
      without limitation, those services provided for in the “Cleaning Schedule”
attached hereto as Exhibit “E” and incorporated herein by this reference, which
      may be modified by Landlord from time to time, as well as any security systems
      and services and any other services provided by Landlord; (viii) amounts
      incurred by Landlord and amounts charged to Landlord by contractors for labor,
      services, materials and supplies furnished in connection with the operation,
      maintenance, repair and replacement of any part of the Project, (ix) the cost
      of
      service contracts with independent contractors; (x) the costs, amortized based
      on a schedule prepared by Landlord, of any capital improvements to the Project
      and the cost of any machinery or equipment installed within the Project, which
      costs are not otherwise included in Common Area Expenses and which have the
      effect of reducing the expense which otherwise would be included in the Common
      Area Expenses; (xi) costs and expenses of painting, refurbishing, re-carpeting,
      redecorating and replacing any portion of the Common Areas of the Project;
      (xii)
      costs and expenses of landscape maintenance and replacement of flowers,
      shrubbery, trees and grass; (xiii) costs and expenses of repairs and
      replacements to the roof and structural parts of buildings and other
      improvements within the Project; (xiv) costs and expenses of repairing and
      replacing wearing surfaces, paved areas, ramps, streets, sidewalks and
      courtyards; (xv) costs and expenses of repairing and replacing benches,
      fountains, sculptures, seating areas, and other amenities; (xvi) reasonable
      and
      necessary professional fees except to the extent attributable to leasing of
      the
      Project, enforcement of leases against tenants and financing or sales of the
      Project; (xvii) any cost of repairing, or replacing, any damage caused by fire
      or other casualty which damage is not covered under any of Landlord’s insurance
      policies and which costs for repairing, or replacing, such damage shall also
      include deductibles (if any) under said insurance policies; (xviii) all
      other reasonable and necessary costs, expenses and charges properly allocable
      to
      the repair, replacement, operation and maintenance of the Project; (xix) all
      sales and other taxes, fees and other charges imposed on any item(s) included
      in
      Common Area Expenses; (xx) management fees as may be adjusted from time to
      time
      in Landlord’s commercially reasonable judgment whether or not such function is
      performed by an independent management company, other independent entity, or
      by
      Landlord, (xxi) the cost of operating, maintaining, repairing and replacing
      the
      central chiller system which furnishes cooled air to the Demised Premises and
      other parts of the Project, which costs shall include, without limitation,
      the
      costs and expenses to maintain, repair and replace chillers, air handlers,
      pipes
      and all other equipment, facilities and machinery associated with the chilled
      water air conditioning system, (xxii) the costs of operating the chilled water
      air conditioning system, including, but not limited to, costs and expenses
      of
      electricity and water used therefor, and (xxiii) the fair market rent of any
      space within the Project used as a management office for the Project. There
      shall also be included in Common Area Expenses the depreciation of any item
      which is included in Common Area Expenses as set forth in this Section
      5.01.




3


5.02  **Tenant’s
      Proportionate Share of Common Area Expenses and Taxes.** Commencing
      as of the date hereof and continuing through December 31, 2007, Tenant agrees
      to
      pay to Landlord as an Additional Charge an amount equal to 3.47% of the total
      amount of the Common Area Expenses plus applicable sales tax. Commencing on
      January 1, 2008 and continuing throughout the term of this Lease, Tenant agrees
      to pay to Landlord as an Additional Charge an amount equal to Tenant’s
      Proportionate Share of the total amount of the Common Area Expenses plus
      applicable sales tax. Landlord may have heretofore elected to spread, and may
      hereafter elect to spread, the costs of any of the items of Common Area Expenses
      over such period of years as Landlord shall determine by amortizing them over
      such periods instead of including such costs entirely in the year in which
      expended or incurred, in which event, the annual amortization amount shall
      be
      deemed to be Common Area Expenses incurred during each year of the amortization
      period, notwithstanding that such costs may have been expended or incurred
      prior
      to the execution of this Lease. As of the date hereof, the Additional Charge
      for
      Tenant’s Proportionate Share of Common Area Expenses and Taxes is Nine and
      50/100 Dollars ($9.50) per Rentable Square Foot. Notwithstanding anything
      contained herein to the contrary, Tenant’s Proportionate Share of Common Area
      Expenses shall not increase by greater than eight percent (8%), on a cumulative
      basis, from the previous year’s amount paid by Tenant with respect to
“controllable expenses” only. For purposes of this Lease, the term “controllable
      expenses” shall mean all Common Area Expenses other than: (i) insurance
      premiums, (ii) Taxes, (iii) utility costs, (iv) the cost of replacing or
      repairing any damage caused by fire or other casualty which damage is not
      covered under any of Landlord’s insurance policies, and (v) any expense incurred
      by reason of strike, other labor trouble, governmental preemption of priorities
      or other controls or shortages of fuel, supplies, labor or materials, acts
      of
      God or any other cause, whether similar or dissimilar, beyond Landlord’s
      reasonable control.




5.03  **Payment
      of Common Area Expenses.** Landlord
      shall furnish to Tenant a written statement setting forth Landlord’s reasonable
      estimate of Tenant’s Proportionate Share of Common Area Expenses for the balance
      of the calendar year in which the date hereof occurs. During each calendar
      year
      thereafter, Landlord shall furnish to Tenant written statement setting forth
      Landlord’s reasonable estimate of Tenant’s Proportionate Share of Common Area
      Expenses for that calendar year. Tenant shall pay to Landlord on the first
      day
      of each month during the Term, an amount equal to one-twelfth (1/12) of
      Landlord’s estimate of Tenant’s Proportionate Share of Common Area Expenses for
      that calendar year or partial calendar year, as the case may be. After the
      end
      of each calendar year or partial calendar year, Landlord shall furnish to Tenant
      a statement (the “Actual CAE Statement”) setting forth the actual Common Area
      Expenses and computing Tenant’s Proportionate Share of such Common Area
      Expenses. If the Actual CAE Statement shows that the sums paid by Tenant exceed
      Tenant’s Proportionate Share of Common Area Expenses, Landlord shall at
      Landlord’s option either refund to Tenant the amount of such excess or permit
      Tenant to credit the amount thereof against subsequent payments of Common Area
      Expenses under this Article 5. If the Actual CAE Statement shows that the
      sums paid by Tenant were less than Tenant’s Proportionate Share of Common Area
      Expenses, Tenant shall pay the amount of such deficiency within twenty (20)
      days
      after demand therefor. Upon the expiration or earlier termination of this Lease
      (except for termination resulting from Tenant’s default), Tenant’s Proportionate
      Share of Common Area Expenses shall be appropriately prorated to reflect Common
      Area Expenses which are due through the expiration or termination date. This
      provision shall survive the expiration or earlier termination of this Lease.
      Landlord shall have the right to use a twelve (12) month period other than
      a
      calendar year to calculate Tenant’s Proportionate Share of Common Area
      Expenses.




5.04  **Audit
      of Actual CAE Statement.** For
      a
      period of ninety (90) days after Tenant’s receipt of the Actual CAE Statement,
      Tenant shall have the right to have a certified public accountant audit
      Landlord’s records pertaining to Common Area Expenses. Any overbilling
      discovered in the course of such audit shall be credited against subsequent
      payments of Common Area Expenses under this Article 5. If Tenant fails to elect
      to audit Landlord’s records pertaining to Common Area Expenses within such
      ninety (90) day period, such failure shall be deemed to be a waiver by Tenant
      with respect to such audit, and the Actual CAE Statement shall be
      binding.




**ARTICLE
      6**


**SECURITY
      DEPOSIT AND ADVANCE RENTAL**




6.01  **Security
      Deposit** .
      Landlord acknowledges receipt from Tenant as of the date hereof of the sum
      of
      Sixty-Seven Thousand Twenty Nine and 45/100 Dollars ($67,029.45) to be held
      as
      security for the payment of Base Annual Rent, Common Area Expenses, Additional
      Charges and all other sums payable by Tenant under this Lease and for the
      faithful performance of all covenants of Tenant hereunder (hereinafter the
      “Security Deposit”). Provided that Tenant is not in default beyond any
      applicable grace or cure periods set forth herein, the Security Deposit, without
      interest, shall be refunded to Tenant at the expiration or earlier termination
      of the Term, further provided that Tenant shall have made all such payments
      and
      performed all such covenants. Upon any default by Tenant hereunder, all or
      part
      of such Security Deposit may, at Landlord’s sole option, be applied on account
      of such default, and thereafter Tenant shall promptly restore the resulting
      deficiency in such Security Deposit. Tenant hereby waives the benefit of any
      provision of law requiring the Security Deposit to be held in escrow or in
      trust, and such Security Deposit shall be deemed to be the property of Landlord
      and may be commingled with Landlord’s other funds. Tenant further waives the
      benefit of any provision of law requiring that interest be paid on the Security
      Deposit.




Landlord
      may deliver the Security Deposit to any purchaser of Landlord’s interest in the
      Demised Premises, in the event that such interest be sold, and thereupon
      Landlord shall be discharged from any further liability with respect to such
      Security Deposit and Tenant agrees to look solely to such purchaser for the
      return of such Security Deposit.




4


6.02  **Advance
      Rental.** As of
      the date hereof, Tenant shall pay to Landlord the sum equal to One Hundred
      Fourteen Thousand Three Hundred Twenty and 80/100 Dollars ($114,320.80), which
      sum represents the Base Annual Rent for the first (1st) and last months of
      the
      Term together with all Common Area Expenses and all other Additional Charges
      for
      the same period (“Advance Rental”), which Advance Rental shall be applied to the
      Base Annual Rent, Common Area Expenses and all other Additional Charges for
      the
      month of the Term in which the Rent Commencement Date occurs with any remaining
      Advance Rental to be applied to said expenses for the last month of the Term
      at
      the time such Advance Rental would have become due and owing under the Lease.
      Tenant shall, upon Landlord’s notice thereof, pay to Landlord any remaining sums
      due for said first and last months of the Term in the event that the amount
      of
      Advance Rental for such months is insufficient to meet all of Tenant’s
      obligations hereunder for said months. Tenant hereby waives the benefit of
      any
      provision of law requiring such Advance Rental to be held in escrow or in trust,
      and said Advance Rental shall be deemed to be the property of Landlord and
      may
      be commingled with Landlord’s other funds. Tenant further waives the benefit of
      any provision of law requiring that interest be paid on such Advance Rental.
      Notwithstanding the foregoing, in the event that Tenant is in default of any
      of
      the terms and provisions of this Lease beyond any applicable grace or cure
      period, then Landlord may apply the Advance Rental against any sums which may
      become due and owing as a result of said default.




6.03  **Financial
      Statements** .
      Tenant
      shall provide to Landlord, within ten (10) days following Landlord’s request
      therefor, a copy of its then most recent quarterly and annual audited financial
      statements (including, without limitation, any notes thereto).




**ARTICLE
      7**


**CONSTRUCTION
      OF PREMISES**




7.01  **Landlord’s
      Work.** Landlord
      shall perform the work to be performed by Landlord as specified in
      Exhibit “C” annexed hereto and made a part hereof (hereinafter referred to
      as “Landlord’s Work”).




7.02  **Tenant’s
      Plans.** In
      the
      event that Tenant wishes to improve the Demised Premises beyond the scope of
      Landlord’s Work, then:




(a)  Tenant
      agrees to engage the services of a registered architect and registered engineer,
      each licensed to do business in the State of Florida for the purpose of
      preparing the “Design Drawings” (as hereinafter defined in Section (2B) of
      Exhibit “D” attached hereto and made a part hereof) required of Tenant
      pursuant to the requirements of Exhibit “D.” Tenant agrees to furnish the Design
      Drawings and working drawings and specifications with respect to the Demised
      Premises and the improvements to be constructed and installed therein within
      the
      required time periods specified in Exhibit “D.” No material deviation, in
      Landlord’s reasonable judgment, from the final working drawings and
      specifications, following approval by Landlord, shall be made by Tenant without
      Landlord’s prior written consent, which consent shall be based upon Landlord’s
      commercially reasonable evaluation of Tenant’s Plans and Tenant’s obligations
      under this Lease.




(b)  Landlord’s
      approval (which approval shall not be unreasonably withheld) of any Design
      Drawings, working drawings, specifications or other plans (hereinafter
      collectively referred to as “Tenant’s Plans”) shall:




(i)  not
      constitute the assumption of any responsibility by Landlord for their accuracy
      or sufficiency or their compliance with any statutes, ordinances, rules,
      regulations, laws or codes of any applicable governing authority,




(ii)  in
      no way
      be a representation or warranty by Landlord that such Tenant’s Plans are in
      compliance with any of the statutes, ordinances, rules, regulations, laws or
      codes of any applicable governing authority,




(iii)  in
      no way
      be a representation or warranty by Landlord that it shall assist Tenant in
      obtaining, or that Tenant shall be able to obtain, any permits required to
      perform “Tenant’s Work” (as hereinafter defined in Paragraph (k) of
      Exhibit “G”), and




(iv)  only
      be
      construed as Landlord’s acknowledgment that any Tenant’s Work proposed by
      Tenant’s Plans is in compliance with the terms and provisions of this Lease
      provided that such Tenant’s Work is completed in accordance with Tenant’s Plans
      and all other applicable provisions hereof.




7.03  **Tenant’s
      Work.**




(a)  Other
      than Landlord’s Work pursuant to Section 7.01 herein, if desired, Tenant shall,
      at its sole cost and expense, commence all Tenant’s Work. Tenant shall enter the
      Demised Premises after the Delivery Date for the purpose of performing Tenant’s
      Work, provided that:




(i)  all
      Tenant’s Work shall be conducted in such a manner as, and performed by such
      labor that, will not interfere with, impede or affect in any way Landlord’s
      Work, Landlord’s other construction activities at the Project, the construction
      activities of any tenant or other occupant within the Project, and/or any other
      work being performed in connection with the Project,




5


(ii)  Tenant
      shall, at its own expense, remove from the Demised Premises and the Common
      Areas, on a daily basis, all trash which may accumulate in connection with
      Tenant’s Work activities and keep the Common Areas free of building material and
      equipment used in connection with Tenant’s Work,




(iii)  Tenant
      shall perform all duties and obligations imposed by this Lease, including,
      but
      not limited to, those provisions relating to utilities, insurance and
      indemnification,




(iv)  Tenant’s
      Work shall only be performed by those contractors and subcontractors approved
      by
      Landlord in writing, which approval shall not be unreasonably withheld,
      and




(v)  in
      connection with Tenant’s Work, Tenant shall obtain, in addition to all required
      approvals from Landlord as set forth in this Lease, the approval of all
      governmental authorities having jurisdiction.




(b)  If
      Tenant
      fails or omits to make timely submission to Landlord of any component of
      Tenant’s Plans or delays in submitting or supplying information or in giving
      authorizations or in performing or completing Tenant’s Work or in any manner
      delays or interferes with the performance of Landlord’s Work or any other work
      being performed at or in connection with the Project, Landlord, in addition
      to
      any other right or remedy it may have hereunder or at law or in equity, may
      pursue any one or more of the following remedies:




(i)  Landlord
      may give Tenant at least ten (10) days written notice that if a specified
      failure, omission or delay is not cured by the date therein stated, this Lease,
      at Landlord’s option, shall be deemed cancelled and terminated without prejudice
      to Landlord’s other rights and remedies hereunder or available at law or in
      equity, including, without limitation, a suit for damages, and




(ii)  Landlord
      may give written notice to Tenant (notwithstanding that such a notice is not
      otherwise required hereunder) that the Rent Commencement Date will be deemed
      to
      have commenced on the date, to be therein specified, when the same would have
      commenced if Tenant had timely complied with the provisions of this Lease in
      any
      way pertaining to the submission of Tenant’s Design Drawings, working drawings
      and specifications and the performance of Tenant’s Work.




(c)  Tenant
      agrees to observe and comply with all of the obligations, standards,
      requirement, procedures, criteria and schedules set forth or referred to in
      Exhibit “D.”




(d)  Notwithstanding
      anything to the contrary contained in this Section 7.03, Landlord shall not
      be
      responsible or liable to Tenant, its agents, servants, employees, licensees
      or
      contractors, or their respective agents, servants, employees, licensees or
      contractors, for any loss or damage to the property of such parties occurring
      during the Term.




(e)  Landlord
      agrees to provide Tenant and its agents and professionals access to the Demised
      Premises from and after the date hereof, upon at least twenty-four (24) hours
      advanced notice to Landlord, for the sole purpose of taking measurements and
      for
      other design and/or construction related items, provided that any individual
      entering the Demised Premises shall be accompanied by a representative of
      Landlord. Tenant shall use such entry to confirm the square footage of the
      Demised Premises. The parties acknowledge and agree that the square footage
      shall be as set forth on the plans and specifications prepared by the architect
      engaged by Landlord.





7.04  **Construction
      Liens.** During
      the Term Tenant agrees to promptly pay the fees, costs, expenses and charges
      of
      all architects, engineers, designers, contractors, subcontractors,
      sub-subcontractors, laborers and materialmen (hereinafter collectively referred
      to as “Tenant’s Contractors”) performing services or labor or supplying material
      in connection with any Tenant’s Work or “Alterations” (as defined in
      Section 8.01 hereinbelow) within or to the Demised Premises so as to
      prevent the possibility of any construction lien being filed against the Demised
      Premises, the Project or any portion thereof. Notwithstanding the foregoing,
      should a construction lien or claim of lien be filed against the Demised
      Premises or the Project or any portion thereof by any entity or Tenant’s
      Contractors performing Tenant’s Work or any Alterations, then Tenant shall cause
      the same to be discharged by deposit, bonding, payment or otherwise within
      ten
      (10) days after the earlier to occur of (i) Tenant’s knowledge thereof, and (ii)
      demand therefor by Landlord. Furthermore, Tenant agrees to indemnify Landlord
      against any damage or loss incurred by Landlord as a result of the filing of
      any
      such construction lien or claim of lien. In the event Tenant fails to discharge
      such construction lien or claim of lien within said ten (10) day period, such
      failure shall be a material default hereunder, and Landlord may, at its option,
      pay and discharge such liens and claims of lien and Tenant shall reimburse
      Landlord upon demand for all costs and expenses incurred in connection
      therewith, which expenses shall include, without limitation, any attorney’s
      fees, paralegal’s fees and any and all costs associated therewith including
      litigation through all trial and appellate levels and any costs in posting
      bond
      to effect discharge or release of the lien. Nothing contained in this Lease
      shall be construed as a consent on the part of Landlord to subject the Demised
      Premises, the Project or any portion thereof, to liability under the
      Construction Lien Law of the State of Florida as such law may now or may
      hereafter exist, it being expressly understood that the Demised Premises and
      the
      Project shall not be subject to such liability. Landlord hereby advises Tenant
      that pursuant to the provisions of Chapter 713, Florida Statutes, Tenant
      has the obligation to advise Tenant’s Contractors of the existence of this
      Section 7.04 of the Lease. If Tenant fails to so notify Tenant’s
      Contractors, it may render Tenant’s contract(s) with such Tenant’s Contractors
      voidable at the option of said Tenant’s Contractors. The provisions of this
      Section 7.04. shall survive the expiration or earlier termination of this
      Lease.




7.05  **Tenant
      Improvement Allowance.** Landlord
      shall provide to Tenant a construction allowance not to exceed Ten Dollars
      per
      rentable square foot of the Demised Premises or One Hundred Forty-One Thousand
      Eight Hundred Seventy and No/100 Dollars ($141,870.00) (the “ **Construction
      Allowance”** )
      to be
      applied toward the total construction costs of Tenant’s improvements to the
      second floor of the Demised Premises and/or for the cost of the generator that
      Tenant is intending to install pursuant to Article 8.01(h) hereof. Tenant shall
      be responsible for any and all costs of construction in excess of the
      Construction Allowance. The Construction Allowance shall not be disbursed to
      Tenant in cash, but shall be paid by Landlord directly to the contractor upon
      receipt of an invoice for such work. To the extent that the Tenant fails to
      use
      the entire Construction Allowance to complete its improvements to the second
      floor of the Demised Premises, Landlord shall credit such excess to Tenant’s
      payments of Base Annual Rent until such Construction Allowance is exhausted.
      In
      the event Tenant fails to use the Construction Allowance within one (1) year
      from the Commencement Date, Landlord, at its option, may apply any unused
      portion of the Construction Allowance toward the Base Annual Rent due
      hereunder.




6


7.06  **Landlord
      Administrative Fee.** In
      the
      event Tenant engages Landlord to construct any improvements on behalf of Tenant,
      Tenant agrees that it shall pay Landlord a construction management fee in an
      amount equal to five percent (5%) of the total cost of any such work performed
      on behalf of Tenant. Such total costs (as such term is used in this paragraph)
      shall include, without limitation, the costs of labor and
      materials.




**ARTICLE
      8**


**ALTERATIONS**




8.01  **Tenant’s
      Alterations.**




(a)  Tenant
      agrees that it will not make any material (in Landlord’s reasonable opinion)
      alterations, improvements, or additions in or about the Demised Premises without
      first obtaining in each instance the written consent of Landlord, which consent
      shall be in Landlord’s sole and absolute discretion. Any such work performed
      without the consent of Landlord shall be removed promptly by Tenant at Tenant’s
      sole cost and expense upon Landlord’s demand therefor. Any alterations,
      improvements, or additions to be performed by Tenant, when approved by Landlord
      in writing prior to the commencement of such work, shall be deemed
“Alterations.”




(b)  Prior
      to
      the performance of any Alterations, Tenant shall prepare plans and
      specifications, at its sole cost and expense, in the same manner, and subject
      to
      the same limitations, as is required for the preparation of Tenant’s Plans, and
      shall hereinafter be referred to as “Alterations Plans.” Tenant shall submit its
      proposed plans to Landlord for Landlord’s approval, which approval shall be
      subject to Landlord’s sole and absolute discretion.




(c)  All
      Alterations shall be performed by Tenant at Tenant’s sole cost and expense,
      without any contribution therefor from Landlord, and in strict accordance with
      the Alterations Plans.




(d)  Notwithstanding
      anything contained herein to the contrary, Tenant shall under no circumstances
      perform any alterations, improvements, decorations, or additions to the Demised
      Premises which in any manner affect (i) the exterior or the structural integrity
      of the building of which the Demised Premises forms a part (the “Building”); or
      (ii) the exterior appearance of the Building; or (iii) the strength of the
      Building.




(e)  In
      the
      event that any Alterations involve modifications or changes in or to the
      mechanical, plumbing, electrical, sanitary, heating, ventilating, air
      conditioning, sprinkler, fire detection or other systems of the Building, then
      such modifications or changes shall be performed only by those contractor(s)
      designated by Landlord.




(f)  All
      Alterations shall be performed in such manner as to not unreasonably interfere
      with, delay or impose any additional expense upon Landlord in the construction,
      maintenance, repair or operation of the Project; and if any such additional
      expense is incurred by Landlord, Tenant shall pay the same to Landlord as an
      Additional Charge upon demand therefor.




(g)  Prior
      to
      the performance of any Alterations by any party or contractor, such party or
      contractor shall provide to Landlord written evidence that such party or
      contractor meets all of the insurance requirements set forth in Exhibit “D”
regarding Tenant’s Work.




(h)  Notwithstanding
      anything to the contrary contained herein, Landlord shall permit Tenant to
      install a permanent power generator within the Building in which the Demised
      Premises are located in anticipation of an extended power outage from hurricanes
      or other predictable natural phenomenon. Prior to the placement of such
      generator, Tenant shall submit to Landlord, for Landlord’s prior written
      approval, the specifications of the generator and the proposed placement of
      same, which Landlord’s approval may be withheld in its sole and absolute
      discretion. Tenant shall indemnify, protect, defend, and hold Landlord,
      Landlord’s, directors, officers and shareholders harmless from and against any
      and all claims, demands, fines, judgments, damages, costs, losses, liabilities,
      and penalties (including sums paid in settlement of claims) and including,
      without limitation, reasonable attorneys’ fees at all trial and appellate levels
      and post judgment proceedings, and reasonable consultant’s and reasonable expert
      fees arising from or out of the use, placement and storage of any emergency
      power generators.





**ARTICLE
      9**


**USE**




9.01  **Permitted
      Use.** Tenant
      shall use the Demised Premises for the “Permitted Use.” The term “Permitted Use”
as used herein shall strictly mean the following use or purpose, subject to
      the
      restrictions set forth in this Article 9: general office use, and for no other
      purpose. The Demised Premises shall not be used (i) for any illegal purpose
      or
      in violation of any regulation of any applicable governmental authority, (ii)
      in
      any manner to create a nuisance or trespass, and (iii) for any purpose which
      shall violate the exclusive rights of any other tenant of the Project, or cause
      Landlord to be in violation of any lease between Landlord and any other tenant
      of the Project. Tenant agrees to comply with all governmental rules,
      regulations, decrees and requirements applicable to the use and occupancy of
      the
      Demised Premises. Tenant shall not do or permit anything to be done in or about
      the Demised Premises which will conflict with or interfere with the rights
      of
      other tenants in the Project. If Tenant receives notice of any claim of
      violation of any law, rule or regulation applicable to the Demised Premises,
      Tenant shall give prompt notice thereof to Landlord and simultaneously commence
      to comply with such law, rule or regulation. Tenant’s use of the Demised
      Premises shall in all respects be consistent with the operation of a first
      class
      office building.




7


**ARTICLE
      10**


**ASSIGNMENT
      AND SUBLETTING**




10.01  **Assignment
      and Subletting.** Tenant
      shall not voluntarily, involuntarily, or by operation of law, assign, transfer,
      pledge, mortgage, hypothecate, or otherwise encumber (herein collectively
      referred to as an “Assignment”) this Lease or any interest of Tenant herein, in
      whole or in part, nor sublet the whole or any part of the Demised Premises
      nor
      grant any license for any use therein without first obtaining in each and every
      instance the prior written consent of Landlord which consent shall not be
      unreasonably withheld. Any consent by Landlord to an Assignment, subletting,
      use
      or occupancy by others shall be held to apply only to the specific transaction
      thereby authorized and shall not constitute a waiver of the necessity for such
      Landlord’s consent to any subsequent Assignment, subletting, use or occupancy by
      others. If Tenant causes this Lease or any interest herein to be assigned or
      if
      the Demised Premises or any part thereof be sublet, used or occupied by anyone
      other than Tenant without Landlord’s prior written consent having been obtained
      in advance thereof and in accordance with the provisions hereof, then Landlord
      in addition to any other right or remedy it may have hereunder or at law or
      in
      equity may in its sole and absolute discretion collect sums due Landlord
      hereunder from the assignee, sublessee, licensee, user or occupant and apply
      the
      net amount collected to the rents herein reserved including, but not limited
      to,
      Base Annual Rent and Additional Charges, but no such assignment, subletting,
      use, licensing, occupancy or collection shall be deemed a waiver of the covenant
      herein against Assignment, subletting, use or occupancy by others, or the
      acceptance of the assignee, subtenant, user, licensee or occupant as Tenant
      hereunder, or constitute a release of Tenant from the further performance by
      Tenant of any of the terms and provisions of this Lease.




(a)  In
      no
      event under this Lease, including, but not limited to, any sublet, assignment,
      or other transfer of this Lease by Tenant, whether consented to by Landlord,
      or
      otherwise, shall Tenant ever be released from any of its obligations under
      this
      Lease, or the full performance of all obligations under this Lease.




(b)  In
      the
      event Tenant is a corporation or a general partnership, any dissolution, merger,
      consolidation or other reorganization of such corporation or any pledge of
      or
      any sale or other transfer of a “Controlling Percentage” (as hereinafter
      defined) of the corporate stock of Tenant or interest in the general partnership
      (whether in a single transaction or cumulatively) shall constitute an assignment
      of this Lease for all purposes of this Article 10. The term “Controlling
      Percentage,” as used herein, shall mean the ownership of stock (or interest in
      the general partnership) possessing, or having the right to exercise, at least
      fifty-one percent (51%) of the total combined voting power (of the interest
      in
      the general partnership) of all classes of stock of such corporation, issued,
      outstanding and entitled to vote for the election of directors, whether such
      ownership be direct ownership or indirect ownership, through ownership of stock
      of another corporation. This Section 10.01(d) shall not apply whenever
      Tenant is a corporation, the outstanding voting stock of which is listed on
      a
      nationally recognized securities exchange.




(c)  If
      Tenant
      is a limited partnership and if at any time during the Term, the person or
      persons who at the time of the execution of this Lease owns or own the general
      partners’ interest thereof, cease to own such general partners’ interest
      thereof, such cessation of ownership shall constitute an assignment of this
      Lease for all purposes of this Article 10 (except as a result of transfers
      by
      bequests or inheritance).




(d)  No
      assignment, subletting or any other transfer of any portion or all of Tenant’s
      interest under this Lease shall ever operate to release Tenant of any of its
      obligations or liabilities hereunder.




**ARTICLE
      11**


**LANDLORD’S
      AND TENANT’S PROPERTY**




11.01  **Landlord’s
      and Tenant’s Property.**




(a)  Tenant
      hereby acknowledges and agrees that any and all fixtures or other improvements
      attached to or affixed to the Demised Premises, whether or not such fixtures
      or
      other improvements were (i) affixed or installed by either Landlord or
      Tenant, (ii) paid for by either Landlord or Tenant and regardless of the
      payment method, performed during the Term, (iii) part of Tenant’s Work, and
      (iv) part of any Alteration, shall be and remain the property of Landlord
      unless:




(i)  Landlord
      notifies Tenant in writing that any such improvements must be removed from
      the
      Demised Premises prior to the expiration or earlier termination of the Lease,
      in
      which event Tenant shall remove such improvements from the Demised Premises
      at
      its sole cost and expense, or




(ii)  otherwise
      provided for in Section 11.01(b) hereinbelow.




8


(b)  All
      removable trade fixtures, furniture, business and office machinery which are
      installed in the Demised Premises by Tenant without expense to Landlord and
      which can be removed without damage to the building (hereinafter collectively
      referred to as “Tenant’s Property”) shall be and shall remain the property of
      Tenant and may be removed by Tenant at any time during the Term, provided that
      (i) Tenant is not then in default hereunder, (ii) such removal, if done prior
      to
      the expiration or earlier termination of the Lease, is done in the ordinary
      course of Tenant’s business and is not done or accomplished in conjunction with
      an abandonment or vacation of the Demised Premises, and (iii) such property
      is
      not the subject of any Landlord’s lien as provided in Section 11.02 below. For
      the purposes hereof, in no event shall Tenant’s Property include, among other
      things, any carpeting, heating, ventilating, air conditioning, lighting or
      plumbing fixtures or equipment or any other fixtures, equipment, improvements
      or
      appurtenances which are deemed the property of Landlord pursuant to Section
      11.01(a).




(c)  Provided
      that Tenant is not in default of any term or provision of this Lease, upon
      the
      expiration or earlier termination of the Term, Tenant, at its expense, shall
      remove from the Demised Premises all of Tenant’s Property, and Tenant shall
      repair any damage to the Demised Premises or the Project resulting from any
      installation and/or removal of Tenant’s Property. In the event that any such
      damage is not repaired, Tenant shall pay to Landlord as an Additional Charge,
      upon demand, the cost of repairing any damage to the Demised Premises and to
      the
      Project resulting from the installation or removal of Tenant’s Property. Any
      Tenant’s Property not removed by Tenant at or prior to the expiration or earlier
      termination of this Lease shall be and become the property of Landlord (without
      any obligation of Landlord to pay compensation for such property).




11.02  **Landlord’s
      Lien.** Tenant
      hereby grants to Landlord a lien and security interest on all property of Tenant
      now or hereafter placed in or upon the Demised Premises, and such property
      shall
      be and remain subject to such lien and security interest of Landlord for payment
      of all rent, Base Annual Rent, Additional Charges and other sums agreed to
      be
      paid by Tenant herein. The provisions of this Section 11.02 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 Demised 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. 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 perfect or further protect Landlord’s security
      interest. Notwithstanding the above, Landlord shall neither make any claim
      upon
      or withhold Tenant’s business records.




The provisions
      of this Article 11 shall survive the expiration or earlier termination of this
      Lease .




**ARTICLE
      12**


**REPAIRS
      AND MAINTENANCE BY TENANT**




12.01  **Repairs
      and Maintenance.**




(a)  Tenant
      shall at Tenant’s sole cost and expense keep and maintain the Demised Premises
      in good order, condition and repair, making all non-structural, repairs and
      replacements therein, including, without limitation, all scratched, damaged
      or
      broken doors and glass in the lobby area and in and about the Demised Premises.
      The provisions of this Section 12.01(a) shall not apply to any “Systems” (as
      hereinafter defined) located within the Demised Premises as described in Section
      12.01(c) hereinbelow.




(b)  Landlord
      shall have the right, in its sole and absolute discretion, to elect to perform
      any and/or all repairs and maintenance as provided in Section 12.01(a)
      hereinabove in which event all costs and expenses incurred by Landlord with
      respect thereto shall be paid by Tenant to Landlord as an Additional Charge
      within ten (10) days after Tenant is billed therefor. The performance by
      Landlord of any portion of the repair and maintenance obligations of Tenant
      provided for in Section 12.01(a) shall in no way relieve Tenant of its
      obligation to perform any of its repair and maintenance obligations not
      performed by Landlord.




(c)  Landlord
      shall perform all new installations, maintenance, repairs and replacements
      to
      the mechanical, plumbing, electrical, sanitary, heating, ventilating, air
      conditioning, sprinkler, fire detection and other systems of the Project (herein
      collectively called the “Systems”). The costs and expenses incurred by Landlord
      pursuant to this Section 12.01(c) shall be deemed either (i) Common Area
      Expenses pursuant to Section 5.01 hereof, or (ii) the sole expense of Tenant
      in
      the event that such maintenance, repairs and replacements are required in order
      for Tenant to receive a certificate of occupancy for the Demised Premises (the
      completion of which shall in no event excuse the timely performance of any
      obligation of Tenant under this Lease) or in the event that such work is
      required as a result of Tenant’s actions or failure to act; which expense shall
      be considered as an Additional Charge hereunder separate and apart from any
      other cost or expense due under this Lease, and shall be payable within ten
      (10)
      days following written demand therefor from Landlord.




(d)  Tenant
      shall immediately notify Landlord of all maintenance, repairs and replacements
      to be performed as required pursuant to Sections 12.01(a), (b) and (c)
      hereinabove.




(i)  In
      addition, Tenant shall pay to Landlord as an Additional Charge within ten (10)
      days after Tenant is billed therefor, the costs and expenses of all repairs
      and
      replacements, in and to the Project (including the Demised Premises) and the
      facilities and systems thereof, the need for which arises out of (i) the
      performance or existence of Tenant’s Work or Alterations, (ii) the installation,
      use or operation of Tenant’s equipment, fixtures and other personal property in
      the Demised Premises, (iii) the moving of Tenant’s equipment, fixtures and other
      personal property in or out of the building within which the Demised Premises
      is
      located, or (iv) the act, omission, misuse, or neglect of Tenant or any of
      its
      subtenants, assignees, licensees or its or their employees, agents, contractors,
      or invitees.




9


(ii)  Tenant
      shall not overload the electrical wiring serving the Demised Premises or within
      the Demised Premises, and provided Landlord gives its prior written consent
      therefor, Landlord will install at Tenant’s sole cost and expense, any
      additional electrical wiring which may be required in connection with Tenant’s
      operation of its business at the Demised Premises.




**ARTICLE
      13**


**COMPLIANCE**




13.01  **Compliance.**




(a)  Tenant
      shall, at Tenant’s sole cost and expense, comply with all (i) present and future
      laws, rules, requirements, ordinances, orders, directions, and regulations
      (hereinafter collectively called the “Rules”) of any state, municipal, or other
      governmental, or lawful authority, including, without limitation, those Rules
      affecting the Demised Premises, or appurtenances thereto, and (ii) requirements
      of the applicable Board of Fire Underwriters and/or of any body exercising
      similar functions and of all insurance companies writing policies covering
      the
      Project or any portion thereof.




(b)  Tenant
      agrees that it shall not do or commit, or suffer to be done or committed
      anywhere in the Project, any act or occurrence contrary to any of the
      Rules.




(c)  Tenant
      shall promptly pay all costs, expenses, fines, penalties and damages which
      may
      be imposed upon Tenant or Landlord by reason of Tenant’s failure to comply with
      the provisions of this Article 13 and if any of such costs, expenses, fines,
      penalties, or damages is paid by Landlord, then Tenant shall promptly upon
      demand, reimburse Landlord therefor such reimbursement to be considered an
      Additional Charge hereunder.




13.02  **Hazardous
      Materials.**




(a)  For
      purposes of this Lease “Hazardous Materials” means any toxic substances,
      explosives, radioactive materials, petroleum products, hazardous wastes, or
      hazardous substances, including without limitation substances defined as
“hazardous substances” in the Comprehensive Environmental Response, Compensation
      and Liability Act of 1980, as amended, 42 U.S.C. Section 9601-9657; the
      Hazardous Materials Transportation Act of 1975, 49 U.S.C. Section 1801-1812;
      the
      Resource Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901-6987;
      or
      any other federal, state, or local statute, law, ordinance, code, rule,
      regulation, order, or decree regulating, relating to, or imposing liability
      or
      standards of conduct concerning hazardous materials, waste, or substances now
      or
      at any time hereafter in effect (collectively, “Hazardous Materials
      Laws”).




(b)  Tenant
      covenants and agrees not to dispose of or discharge, store, handle or use any
      Hazardous Materials on, in, or about the Demised Premises or the Project. Tenant
      will properly store and handle any Hazardous Materials Tenant is legally
      permitted to bring into the Demised Premises. Tenant will only bring into the
      Demised Premises such Hazardous Materials as are necessary for Tenant to carry
      on its Permitted Use and then only to the extent in compliance with all of
      the
      laws, codes and regulations of any applicable governing authority. If Tenant,
      its agents, employees or Tenant’s Contractors dispose of or discharge any
      Hazardous Materials on, in or about the Demised Premises or the Project,
      Landlord will have the right (but not the obligation) to cure such default
      (at
      Tenant’s sole cost and expense), including the repair of the Demised Premises or
      the Project. The amount so paid by Landlord, together with any reasonable
      attorneys’ fees incurred by Landlord, shall be immediately due from Tenant to
      Landlord as an Additional Charge. Tenant shall indemnify, protect, defend,
      and
      hold Landlord, Landlords’, directors, officers and shareholders harmless from
      and against any and all claims, demands, fines, judgments, damages, costs,
      losses, liabilities, and penalties (including sums paid in settlement of claims)
      and including, without limitation, reasonable attorneys’ fees at all trial and
      appellate levels and post judgment proceedings, and reasonable consultant’s and
      reasonable expert fees arising from or out of any violation within the Project
      by Tenant, its agents or employees of any local, state or federal environmental
      law, regulation, ordinance or administrative or judicial order relating to
      any
      Hazardous Materials.




13.03  **Mold.** Mold
      is a
      naturally occurring substance.  Mold is found both indoors and outdoors.
      The presence of mold may cause property damage or health problems. Landlord
      shall not be liable for any loss, damage or personal injury suffered by Tenant,
      or any of Tenant’s officers, directors, employees, or invitees, due to the
      presence of mold in or around the Project unless caused by Landlord’s willful
      intent or gross negligence. Tenant acknowledges that it shall be Tenant’s
      responsibility to undertake necessary measures to retard and prevent mold from
      accumulating within the Demised Premises, including, but not limited to, the
      following: (i) maintaining appropriate climate control within the Demised
      Premises; (ii) maintaining the cleanliness of the Demised Premises; (iii)
      removing visible moisture accumulations on windows, window sills, walls, floors,
      ceilings and other surfaces as soon as reasonably possible; and (iv) not
      blocking or covering any heating, ventilating or air conditioning ducts within
      the Demised Premises. Tenant shall report immediately in writing to Landlord
      any
      evidence of mold or of a water leak or excessive moisture within the Demised
      Premises, or the Project, of which Tenant becomes aware. Should Tenant desire
      a
      mold inspection or additional information about mold, Tenant should contact
      a
      professional in this field.




**ARTICLE
      14**


**PARKING
      AND PUBLIC PARKING**




14.01  **Parking.** Tenant
      shall have the non-exclusive use, in common with other tenants and guests of
      the
      Project, to park vehicles in the surface parking lot within the Project.
      Landlord shall make available up to one hundred (100) surface parking spaces
      for
      Tenant’s employees. Tenant shall have the option to lease up to six (6) covered,
      reserved parking spaces in the parking garage at the rate of Sixty and No/100
      Dollars (60.00) per month, plus applicable sales tax. Landlord shall have the
      right, in its sole and arbitrary discretion, to designate, from time to time
      as
      the case may be, where Tenant may park its cars or allow the parking of the
      cars
      of Tenant’s invitees within any other parking area at the Project.




10


14.02  **Valet
      or Other Parking.** Landlord
      may make available valet or other parking on an hourly or other fee basis within
      the parking garage structure at the Project and/or within other parking areas
      located at the Project. All revenues received by Landlord arising out of or
      by
      reason of such parking operations shall be and remain the sole property of
      Landlord and shall only be credited against or deducted from Common Area
      Expenses to the extent any costs or expenses for such services are charged
      to
      Tenant as a Common Area Expense.




**ARTICLE
      15**


**LANDLORD’S
      SERVICES**




15.01  **Landlord’s
      Services.** So
      long
      as Tenant is not in default under any of the provisions of this Lease, Landlord
      shall (i) provide elevator service on business days from 8 a.m. to 6 p.m. and
      on
      Saturdays from 8 a.m. to 1 p.m. and have an elevator subject to call at all
      other times; (ii) furnish heat to the Demised Premises, when necessary, on
      business days from 7 a.m. to 6 p.m. and on Saturdays from 8 a.m. to 1 p.m.;
      (iii) furnish air conditioning to the Demised Premises, when necessary, on
      business days from 8 a.m. to 6 p.m. and on Saturdays 8 a.m. to 1 p.m.; (iv)
      furnish a directory in the lobby of the West Tower which directory shall list
      Tenant's name thereon, as Tenant’s name appears herein; and (v) install signage
      as described on Exhibit “C-1” attached hereto. Landlord may adopt any name for
      the Project, or each building therein, and reserves the right to change the
      name
      and/or address of either the Project or each building therein at any time,
      and
      from time to time.




15.02  **Extra
      Refuse** .
      If, in
      Landlord’s reasonable judgment, Tenant shall require removal of refuse and
      rubbish from the Demised Premises in an amount greater than that customarily
      generated by businesses similar to the Permitted Use, the cost of removal of
      said refuse and rubbish shall be paid by Tenant to Landlord as an Additional
      Charge, upon demand therefor.




15.03  **Failure
      of Services.** Unless
      due to Landlord’s gross negligence, Landlord shall not be liable in damages or
      otherwise for any interruption in the supply of or failure to provide air
      conditioning, heating, elevator, plumbing, electric, cleaning or any other
      service or utility to the Demised Premises nor shall any such interruption
      or
      failure constitute a ground for an abatement of any sum payable by Tenant
      hereunder, whether at the time of such interruption or failure, such utilities
      or services are being supplied by Landlord or others. Tenant shall not at any
      time over burden or exceed the capacity of the mains, ducts, feeders, conduits
      or other facilities by which the utilities are supplied to, distributed in
      or
      serve the Demised Premises. Except as specifically permitted herein, Tenant
      shall not install any equipment which shall require additional utility
      facilities or utility facilities of a greater capacity than the facilities
      to be
      provided by Landlord. ****




15.04  **Extra
      Services.** If
      Tenant
      shall require the use of the air conditioning, heating or ventilating service
      furnished by Landlord to the Demised Premises for any periods of time other
      than
      the hours hereinabove provided for such service (i) Tenant shall pay to Landlord
      within ten (10) days after Landlord’s invoice thereof, as an Additional Charge
      hereunder, a special overtime service charge equal to Landlord’s then
      established charges therefor (which is currently $25 per hour), and (ii)
      Landlord shall, upon Tenant’s request received by Landlord and the Project’s
      energy management system, use its reasonable efforts to furnish the requested
      service or services to the Demised Premises.




**ARTICLE
      16**


**INSURANCE**




16.01  **Insurance.**




(a)  Tenant
      shall not violate, or permit the violation of, any condition imposed by any
      insurance policy issued with respect to the Project or any portion thereof
      and
      shall not do, or permit anything to be done, or keep or permit anything to
      be
      kept in the Demised Premises which would (i) subject Landlord to any liability
      or responsibility for bodily injury, personal injury or death or property
      damage; (ii) increase any insurance rate in respect of the Project or any
      portion thereof over the rate which would otherwise then be in effect; (iii)
      result in an insurance company refusing to insure the Project or any portion
      thereof in amounts satisfactory to Landlord; or (iv) result in the cancellation
      of or the assertion of any defense by the insurer(s) in whole or in part, to
      claims under any policy of insurance with respect to the Project or any portion
      thereof.




(b)  Tenant,
      at its expense, shall maintain at all times during the Term the following
      (“Tenant’s Insurance”):




(i)  Commercial
      General Liability Insurance insuring against any and all claims for bodily
      injury, personal injury, damage and destruction to persons or property or for
      the loss of life occurring in, on, or about the Demised Premises, or the
      Project, or any portion thereof, arising out of the use, maintenance, act,
      negligence, omission, nonfeasance, or malfeasance of Tenant, its employees,
      agents, officers, Tenant’s Contractors, customers, licensees and invitees. Such
      insurance shall be carried in a minimum amount of not less than Two Million
      and
      00/100 Dollars ($2,000,000.00) for bodily injury, personal injury or death
      to
      any one person and Three Million and 00/100 Dollars ($3,000,000.00) for bodily
      injury, personal injury or death to any number of persons in any one
      occurrence.




11


(ii)  All-Risk
      property insurance for property damage, or destruction, including, without
      limitation, Tenant’s Property for full replacement value. Such policy shall
      contain an agreed amount endorsement in lieu of a co-insurance
      clause.




(iii)  Workers’
      Compensation insurance as required, and to at least the minimum limits
      established by state law.




(iv)  Any
      other
      form or forms of insurance or increased amounts of insurance of insurance as
      Landlord or any mortgagees of Landlord may deem necessary from time to
      time.




(c)  All
      Tenant’s Insurance policies shall from an insurance company that carries a
      financial rating of not less than “A,” and financial size category of “X” as
      designated by the A.M. Best Company’s rating system in their most current
      report. Further, all commercial general liability, and all-risk property
      policies, maintained by Tenant shall be written as primary policies, not
      contributing with, and not supplemental to, the coverage that Landlord may
      carry.




(d)  Landlord
      and the managing agent designated from time to time by Landlord (hereinafter
      the
“Managing Agent”), which Managing Agent is presently Merin, Hunter, Codman,
      Inc., and any other parties designated by Landlord, including, without
      limitation, Landlord’s wholly owned subsidiaries, agents, and mortgagees, shall
      each be named as an additional insured under any such policies. Tenant shall
      deliver to Landlord and any additional named insured, fully-paid for policies
      or
      certificates of insurance, in form satisfactory to Landlord, issued by the
      insurance company or its authorized agent, within ten (10) days after the
      Delivery Date or five (5) days before the Rent Commencement Date, whichever
      date
      shall first occur. Tenant shall procure and pay for renewals of such insurance
      from time to time before the expiration thereof and deliver to Landlord such
      renewal policy at least thirty (30) days prior to the expiration of any existing
      policy. All such policies shall be issued by companies of recognized
      responsibility, licensed to do business in the State of Florida, and all such
      policies shall contain a provision whereby the same cannot be canceled,
      terminated or modified unless Landlord and all additional insured party(ies)
      are
      given at least twenty (20) days’ prior written notice of such cancellation,
      termination or modification.




(e)  Tenant,
      at its expense, shall also maintain at all times during the Term, all-risk
      fire
      insurance with broad form extended coverage endorsements, including but not
      limited to, vandalism, malicious mischief, sprinkler leakage, plate and other
      glass coverage covering all of Tenant’s stock in trade, if any, furniture,
      furnishings, equipment, signs, Tenant’s Property and other personal property, to
      the extent of one hundred percent (100%) of their replacement costs, without
      co-insurance. Tenant shall secure an appropriate clause in, or an endorsement
      upon, such insurance policy, pursuant to which the insurance company waives
      subrogation or permits the insured, prior to any loss, to agree with a third
      party to waive any claim it may have against said third party without
      invalidating the coverage under the insurance policy. The waiver of subrogation
      or permission for waiver for any claim shall extend to Landlord and its agents,
      employees, any Managing Agent, and all additional insured parties. Tenant hereby
      releases Landlord, and its agents and employees, any managing agent, and all
      additional insured parties with respect to any claim (including, but not limited
      to any claim for negligence) which it might otherwise have against Landlord,
      or
      its agents or employees, any managing agent, or any additional insured
      party(ies) for loss, damage or destruction with respect to the Demised Premises,
      Tenant’s property, or the Project or any property therein by fire or other
      casualty (including rental value of business interest as the case may
      be).




(f)  If,
      by
      reason of any failure of Tenant to comply with any provision of this Lease,
      the
      premiums on Landlord’s insurance on the Project or any portion thereof shall be
      higher than they otherwise would be, Tenant shall reimburse Landlord, on demand,
      for that part of such premiums attributable to such failure on the part of
      Tenant which reimbursement shall be considered an Additional Charge
      hereunder.




(g)  In
      addition to the insurance to be maintained pursuant to this Article 16, Tenant
      shall also during the Term, maintain in full force and effect a contractual
      liability endorsement to its commercial general liability insurance policy,
      which endorsement covers Tenant’s indemnity set forth in Article
      17.




(h)  Landlord,
      its agents and employees make no representation that the limits of liability
      specified to be carried by Tenant pursuant to this Article 16 are adequate
      to
      protect Tenant. If Tenant believes that any of such insurance coverage is
      inadequate, Tenant will obtain such additional insurance coverage as Tenant
      deems adequate, at Tenant’s sole expense. In the event of a loss sustained by a
      party which would have been covered by the insurance required to be maintained
      by said party under the terms of this Lease, then, for purposes of this
      Article 16, such party shall be deemed to have been fully insured with
      respect to the same and to have recovered the entire amount of its
      loss.




**ARTICLE
      17**


**INDEMNIFICATION
      AND WAIVER OF CLAIM**




17.01  (a) **Tenant’s Indemnification.** Tenant
      hereby indemnifies and holds Landlord and the Managing Agent harmless from
      and
      against any and all claims, actions, damages, liability and expense (including,
      but not limited to, attorneys’ fees, paralegals’ fees, litigation costs through
      all trial and appellate levels and any costs and disbursements related thereto)
      in connection with the loss of life, bodily injury, personal injury or damage
      to
      property or business arising from, related to, or in connection with the
      occupancy or use by Tenant, Tenant’s Contractors, employees, representatives,
      assignees, subtenants, licensees or concessionaires of the Demised Premises
      or
      any part of the Project or occasioned wholly or in part by any act or omission
      of Tenant, Tenant’s Contractors, employees, representatives, assignees,
      subtenants, licensees, or concessionaires, or the respective customers,
      invitees, agents, servants or employees thereof. The provisions of this Article
      17 shall survive the expiration of the Term or earlier termination of this
      Lease.




12


(b)  **Landlord’s
      Indemnification** .
      Landlord hereby indemnifies and holds Tenant harmless from and against any
      and
      all claims, actions, damages, liability and expense (including, but not limited
      to, attorneys’ fees, paralegals’ fees, litigation costs through all trial and
      appellate levels and any costs and disbursements related thereto) in connection
      with the loss of life, bodily injury, personal injury or damage to property
      or
      business arising from, related to, or in connection with the occupancy or use
      by
      Landlord, Landlord’s contractors, employees, representatives, assignees,
      subtenants, licensees or concessionaires of the Building or any part of the
      Project or occasioned wholly or in part by any grossly negligent act or omission
      of Landlord, Landlord’s contractors, employees, representatives, assignees,
      subtenants, licensees, or concessionaires, or the respective customers,
      invitees, agents, servants or employees thereof. The provisions of this Article
      17 shall survive the expiration of the Term or earlier termination of this
      Lease.




17.02  **Waiver
      of Claim.** Except
      as
      expressly provided herein, Landlord and Landlord’s agents, employees, managing
      agent, if any, and contractors shall not be liable for, and Tenant hereby
      releases all claims for, loss of life, bodily injury, personal injury or damage
      to property or business sustained by Tenant or any person claiming through
      Tenant resulting from any fire, accident, occurrence or condition in or upon
      the
      Project or any part thereof (including, without limitation, the Demised Premises
      and the building of which the same is a part), including, but not limited to,
      such claims for loss of life, bodily injury, personal injury or damage resulting
      from (i) any defect in or failure of plumbing, heating or air conditioning
      equipment, electrical wiring or installation thereof, gas, steam and water
      pipes, stairs, porches, elevators, fountains, mezzanines, railings, skywalks,
      terraces or walks; (ii) any equipment or appurtenances becoming out of repair;
      (iii) the bursting, exploding, leaking or running of any tank, vessel,
      washstand, water closet, waste pipe, drain or any other pipe or tank in, upon
      or
      about the Project; (iv) the backing up of any sewer pipe; (v) the escape of
      steam, condenser water, chilled water, or hot water; (vi) water or rain,
      windblown or otherwise, being upon or coming through the roof, walls, windows
      or
      any other place; (vii) the falling of any fixture, plaster, sheetrock, tile
      or
      stucco; (viii) broken glass; (ix) any act or omission of other tenants or other
      occupants of the Project; and (x) any act or omission, including negligent
      acts
      or omissions, of Landlord, its principals, agents, servants, managing agents,
      if
      any, and employees whether occurring on, prior to, or subsequent to the date
      hereof.




**ARTICLE
      18**


**UTILITIES**




18.01  **Utilities
      at the Demised Premises.** Tenant
      shall promptly pay the appropriate utility company or authority the amount
      of
      any and all bills rendered for all utilities which are separately metered to
      the
      Demised Premises.




**ARTICLE
      19**


**RULES
      AND REGULATIONS**




19.01  **Rules
      and Regulations.**




(a)  Tenant
      agrees to observe, comply with and be bound by the Rules and Regulations set
      forth on Exhibit “F,” annexed hereto and made a part hereof. Landlord reserves
      the right from time to time to adopt and promulgate additional rules and
      regulations and modifications of and amendments to the Rules and Regulations
      set
      forth in Exhibit “F.” Notice of such new rules and regulations and of any
      modifications and amendments to the existing or new rules and regulations shall
      be given to Tenant and Tenant agrees to comply with and observe all such rules
      and regulations.




(b)  Landlord
      agrees that all Rules and Regulations now existing or hereafter enacted shall,
      to the extent reasonably practicable, be uniformly enforced and applied with
      respect to other tenants of the Project.




**ARTICLE
      20**


**SUBORDINATION;
      ATTORNMENT**




20.01  **Subordination
      and Attornment.**




(a)  This
      Lease is subject and subordinate to all present and future ground or underlying
      leases of the Project any portion thereof and Landlord’s interest therein and to
      the lien of any mortgages or trust deeds, now and hereafter in force against
      the
      Project or any portion thereof or Landlord’s interest therein, and to all
      renewals, extensions, modifications, consolidation and replacements thereof,
      and
      to all advances made or hereafter to be made upon the security of such mortgages
      or trust deeds. Tenant shall at Landlord’s request execute such further
      instruments or assurances as Landlord may reasonably deem necessary to evidence
      or confirm the subordination of this Lease to any such mortgages, trust deeds,
      ground leases or underlying leases.




(b)  In
      the
      event of the sale, transfer or assignment of Landlord’s interest in all or any
      portion of the Project, Tenant shall attorn to the respective transferee,
      assignee or purchaser and recognize such party as Landlord under this Lease.
      In
      the event any mortgagee or ground lessor shall succeed to the right of Landlord,
      then on the request of such party succeeding to Landlord’s right (“Successor
      Landlord”) and upon such Successor Landlord’s agreement to accept Tenant’s
      attornment, this Lease shall continue in full force and effect as a direct
      lease
      between the Successor Landlord and Tenant on the same terms and conditions,
      except that the Successor Landlord will not be: (i) liable for any previous
      act
      or omission of Landlord or its predecessors in interest; (ii) responsible for
      any monies owing by Landlord to the credit of Tenant; (iii) subject to any
      credit, offset, claims, counterclaims, demands or defenses which Tenant may
      have
      against Landlord or its predecessors in interest; (iv) bound by any payment
      of
      Advance Rental, Base Annual Rent, Common Area Expenses, or Additional Charges
      which Tenant shall have made more than one (1) month in advance; (v) bound
      by
      any covenants or undertakings to complete construction of the Demised Premises;
      (vi) required to account for any security deposit other than the Security
      Deposit actually delivered to the Successor Landlord; (vii) bound by any
      obligation to make payment to Tenant or subject to any credit, except for
      services, repairs, maintenance and restorations provided under this Lease to
      be
      performed after the date of attornment and which landlords of first-class office
      buildings similar to the Project and located in the Palm Beach Gardens
      metropolitan area perform in their commercially reasonable judgment at their
      expense; or (viii) bound by any modification of this Lease made without the
      consent of the Successor Landlord.




13


(c)  Notwithstanding
      the foregoing, Tenant’s agreement to subordinate this Lease is subject to the
      express condition that so long as Tenant shall be current and in good standing
      in its obligations under this Lease, such mortgagees shall recognize Tenant
      and
      its rights under this Lease. Tenant agrees that it will execute: (i) a legally
      binding document with a mortgagee, in form acceptable to Landlord in its
      commercially reasonable judgment, confirming the provisions of this Section
      20.01, and (ii) a subordination and non-disturbance agreement with any mortgagee
      in substantially the form required by such mortgagee. In the event Tenant,
      within ten (10) days after submission of any instrument contemplated by this
      Section 20.01(c), fails to execute the same, Landlord, in addition to any other
      remedy Landlord may have hereunder, in law or in equity for a default hereunder,
      is hereby authorized to execute the same as attorney-in-fact for
      Tenant.




**ARTICLE
      21**


**DAMAGE
      OR DESTRUCTION**




21.01  **Damage
      or Destruction.**




(a)  Tenant
      shall give prompt notice to Landlord of (i) any accident or similar occurrence,
      fire, or other casualty in the Demised Premises, (ii) any damage to or defect
      in
      the Demised Premises, and (iii) any damage to or defect in any part of the
      sanitary, electrical, heating, ventilating, air conditioning, elevator or other
      systems located in or passing through the Demised Premises or any part
      thereof.




(b)  If
      the
      Demised Premises shall be partially or totally damaged or destroyed by fire
      or
      other casualty (and if this Lease shall not be terminated as hereinafter
      provided), then Landlord shall restore and rebuild the Demised Premises to
      the
      extent as provided in Exhibit “C” and Tenant shall, at Tenant’s expense, perform
      all work necessary to restore the Demised Premises to its condition prior to
      such damage or destruction. All restoration and rebuilding by Landlord shall
      be
      done with reasonable dispatch after the occurrence of such damage or
      destruction; subject to “Unavoidable Delay” (as hereinafter defined in Section
      31.14), and reasonable time for adjustment of insurance losses, and without
      obligation to employ overtime labor or other premium pay rates. All restoration
      and rebuilding by Tenant shall be deemed Alterations, as if such Alterations
      were Tenant’s Work, and shall be performed in accordance with, and governed by,
      the provisions of this Lease, with reasonable dispatch after the occurrence,
      and
      without interference with Landlord’s repair, and / or operation of the Project,
      or with other occupants of the Project.




(c)  If
      the
      Demised Premises shall be totally or partially damaged or destroyed by fire
      or
      other casualty, then the Base Annual Rent and Common Area Expenses shall be
      abated to the extent that the Demised Premises shall have been rendered
      untenantable, for the period from the date of such damage or destruction to
      the
      date when Landlord shall have substantially completed that portion of the repair
      and restoration work as required to be performed by Landlord pursuant to Section
      21.01(b); provided, however, should Tenant reoccupy a portion of the Demised
      Premises during the period the restoration work is taking place and prior to
      the
      date when Landlord’s repair and restoration work is substantially completed then
      the Base Annual Rent and Common Area Expenses allocable to such re-occupied
      portion, based upon the proportion which the area of the re-occupied portion
      of
      the Demised Premises bears to the total area of the Demised Premises, shall
      be
      payable by Tenant from and after the date of such re-occupancy.




(d)  If
      the
      building of which the Demised Premises forms a part or the Demised Premises
      shall be substantially damaged or destroyed by fire or other casualty, or if
      such building shall be so damaged or destroyed by fire or other casualty
      (whether or not the Demised Premises are damaged or destroyed) that its repair
      or restoration requires more than one hundred eighty (180) days, exclusive
      of
      Unavoidable Delays, or the expenditure (as estimated by a reputable contractor
      or architect designated by Landlord in its sole and absolute discretion) of
      more
      than twenty percent (20%) of the full insurable value of such building
      immediately prior to the casualty, then in any such case, Landlord may terminate
      this Lease by giving Tenant notice to such effect within one hundred twenty
      (120) days after the date of such casualty in which event Landlord shall be
      released from any further obligation hereunder. For the purposes of this Section
      21.01(d) only, “full insurable value” shall mean replacement cost less the cost
      of footings, foundations and other structures below the street and first floor
      of the building. Furthermore, for the purpose of this Section 21.01(d) only,
      “substantially damaged or destroyed” shall mean damage or destruction to fifty
      percent (50%) or more of the building of which the Demised Premises form a
      part,
      or the Demised Premises, as the case may be.




(e)  Tenant
      shall not be entitled to terminate this Lease and no damages, compensation
      or
      claim shall be payable by Landlord for inconvenience, loss of business or
      annoyance arising from any repair or restoration of any portion of the Demised
      Premises or of the building of which the Demised Premises form a part; nor
      shall
      Landlord be required to repair, or replace, any Tenant’s Work, Alterations,
      Tenant’s Property, or any other property of Tenant or any other
      party.




14


(f)  Notwithstanding
      anything to the contrary contained in this Lease, if the proceeds of Landlord’s
      insurance recovered or recoverable as a result of the damage or destruction
      shall be insufficient to pay fully for the cost of repair and restoration of
      the
      Demised Premises or the building of which the Demised Premises form a part
      or if
      the Demised Premises or the building of which the Demised Premises form a part,
      shall be damaged or destroyed as a result of a risk which is not covered by
      Landlord’s insurance, then Landlord shall have the right by notice to Tenant
      given within one hundred twenty (120) days after said occurrence to elect to
      terminate this Lease in which event Landlord shall be released from any further
      obligation hereunder.




(g)  In
      the
      event that Landlord terminates this Lease pursuant to this Article 21, then
      the
      Term shall expire by lapse of time and Tenant shall vacate the Demised Premises
      and surrender the same to Landlord on the thirtieth (30th) day after Landlord
      gives such notice terminating this Lease, and neither party shall have any
      further liability to the other.




(h)  The
      provisions of this Section 21.01 shall be considered an express agreement
      governing any instance of damage or destruction of the Project or the Demised
      Premises by fire or other casualty, and any law now or hereafter in force
      providing for such a contingency in the absence of express agreement shall
      have
      no application.




(i)  Notwithstanding
      any other provision of this Lease, Landlord shall not be liable or responsible
      for, and Tenant hereby releases Landlord and its partners, officers, directors,
      agents and employees from, any and all liability or responsibility to Tenant
      or
      any party claiming by, through or under Tenant, by way of subrogation or
      otherwise, for any injury, loss or damage to any property of Tenant, including,
      without limitation, Tenant’s Property, covered by a valid and collectible fire
      insurance policy with extended coverage endorsement. Tenant shall require its
      insurer(s) to include in all of Tenant’s Insurance policies which could give
      rise to a right of subrogation against Landlord a clause or endorsement whereby
      the insurer(s) shall waive any rights of subrogation against Landlord, and
      Tenant shall pay any additional premium required thereby.




(j)  The
      proceeds payable under all fire and other hazard insurance policies maintained
      by Landlord on the Project shall belong to and be the property of Landlord.
      Tenant shall not have any interest in such proceeds. Tenant agrees to look
      to
      its own fire and hazard insurance policies in the event of damage to Tenant’s
      Work, Alterations, Tenant’s Property, or any other property of
      Tenant.




**ARTICLE
      22**


**EMINENT
      DOMAIN**




22.01  **Eminent
      Domain.**




(a)  If
      all of
      the building of which the Demised Premises forms a part or all of the Demised
      Premises shall be taken by any public or quasi-public authority under the power
      of eminent domain, condemnation or expropriation, or in the event of a
      conveyance in lieu thereof, then this Lease and the term and estate hereby
      granted shall terminate as of the date the right to possession shall vest in
      the
      condemning authority, and the Base Annual Rent and Additional Charges shall
      be
      prorated and adjusted as of such date.




(b)  If
      any
      part of the Project which materially affects the Project or Tenant’s use and
      occupancy of the Demised Premises shall be so taken, this Lease shall be
      unaffected by such taking, except that Landlord may, at its option, terminate
      this Lease by giving Tenant notice to that effect within one hundred twenty
      (120) days after the date of such taking, and this Lease shall terminate on
      the
      date of such notice and the Base Annual Rent and Additional Charges shall be
      prorated and adjusted as of such termination date and Landlord shall be released
      from any further obligation hereunder.




(c)  If
      any
      part of the Project which materially adversely affects Tenant’s use and
      occupancy of the Demised Premises shall be so taken, this Lease shall be
      unaffected by such taking except that Tenant, at its option, may terminate
      this
      Lease by giving Landlord notice to that effect within one hundred twenty (120)
      days after the date of the taking, and this Lease shall terminate on the date
      of
      such notice and the Base Annual Rent and Additional Charges shall be prorated
      and adjusted as of such termination date and Landlord shall be released from
      any
      further obligation hereunder.




(d)  Landlord
      shall be entitled to receive the entire award or payment in connection with
      any
      taking of the Project and any portion thereof (including the Demised Premises
      and any portion thereof), without deduction therefrom for any estate vested
      in
      Tenant by this Lease and Tenant shall receive no part of such award or payment.
      Tenant hereby expressly assigns to Landlord all of its right, title and interest
      in and to every such award or payment. Tenant may, however, pursue a claim
      against the condemning authority for a separate award for removal expenses,
      business dislocation damages and moving expenses provided such award shall
      not
      decrease the size of any award Landlord may be entitled to.




(e)  In
      the
      event of a taking which does not result in a termination of this Lease, Landlord
      shall upon receipt of the award in condemnation or in consideration for the
      conveyance made in lieu of condemnation restore that portion of the Demised
      Premises remaining as near to its former condition as the circumstances will
      permit, and restore the building of which the Demised Premises form a part
      to
      the extent necessary to constitute that portion of such building which remains
      to a complete architectural unit; provided, however, that Tenant, at Tenant’s
      expense, shall make all necessary repairs and alterations of Tenant’s fixtures,
      floor coverings, furniture, equipment, decorations, signs and
      contents.




15


(f)  If
      any
      part of the Demised Premises is so taken or conveyed, and the Lease is not
      terminated, then this Lease shall continue in full force and effect, except
      that
      the Base Annual Rent shall be reduced in the same proportion that the Rentable
      Area of the Demised Premises so taken, or conveyed, bears to the Rentable Area
      of the Demised Premises (the “Eminent Domain Reduction”). The Eminent Domain
      Reduction shall commence upon the date which is the later to occur of the date
      that (i) Tenant is required to surrender possession of the part taken, or
      conveyed, or (ii) the actual date that Tenant Surrenders the space to Landlord
      which is the subject of the Eminent Domain Reduction.




**ARTICLE
      23**


**ESTOPPEL
      CERTIFICATE**




23.01  **Estoppel
      Certificate.**




(a)  At
      any
      time and from time to time, upon the written request of Landlord, and/or any
      party designated by Landlord, Tenant within ten (10) days of the date of such
      written request agrees to execute and deliver to Landlord and/or party
      designated by Landlord, without charge and in form reasonably satisfactory
      to
      Landlord and/or any party designated by Landlord, a written statement: (i)
      ratifying this Lease; (ii) confirming the commencement and expiration dates
      of
      the Term; (iii) certifying that Tenant is in occupancy of the Demised Premises,
      and that this Lease is in full force and effect and has not been modified,
      assigned, supplemented or amended, except by such writings as shall be stated;
      (iv) certifying that all conditions and agreements under this Lease to be
      satisfied or performed by Landlord have been satisfied and performed, except
      as
      shall be stated; (v) certifying that Landlord is not in default under this
      Lease
      and there are no defenses or offsets against the enforcement of this Lease
      by
      Landlord, or stating the defaults and/or defenses and/or offsets claimed by
      Tenant; (vi) reciting the amount of Advance Rental, if any, paid by Tenant
      and
      the date to which Base Annual Rent and Additional Charges have been paid; (vii)
      reciting the amount of Security Deposit, if any; and (viii) any other
      information which Landlord and/or any party designated by Landlord shall
      reasonably require.




(b)  Notwithstanding
      anything contained herein to the contrary and in addition to any other right
      and
      remedies of Landlord hereunder or at law or in equity. Tenant hereby grants
      to
      Landlord an irrevocable power of attorney coupled with an interest and with
      full
      power of substitution to perform all of the acts and things provided for in
      this
      Section 23.01 as Tenant’s agent and in Tenant’s name, except in the event
      that within ten (10) days following submission of any instrument contemplated
      by
      Section 23.01(a), its submission to Tenant by Landlord Tenant executes such
      instrument.




(c)  The
      failure by Tenant to execute and deliver the Estoppel Certificate as provided
      hereinabove shall be a material default under this Lease.




**ARTICLE
      24**


**SURRENDER
      OF DEMISED PREMISES**




24.01  **Surrender
      of Demised Premises.** At
      the
      expiration or earlier termination (for any reason whatsoever) of this Lease,
      Tenant shall surrender the Demised Premises in the same condition the Demised
      Premises were in after the completion of Landlord’s Work, Tenant’s Work and any
      Alterations, ordinary wear and tear and damage by casualty excepted. Tenant
      shall surrender all keys for the Demised Premises to Landlord at the place
      then
      fixed for the payment of Base Annual Rent and shall inform Landlord of all
      combinations on locks, safes and vaults, if any, in the Demised Premises.
      Tenant’s obligation to observe and perform this covenant shall survive the
      expiration or earlier termination of this Lease.




**ARTICLE
      25**


**BANKRUPTCY**




25.01  **Bankruptcy.**




(a)  The
      following shall be events of bankruptcy under this Lease (hereinafter “Tenant’s
      Bankruptcy”):




(i)  Tenant’s
      becoming insolvent, as that term is defined in Title 11 of the United States
      Code, entitled “Bankruptcy, 11 U.S.C., Sec. 101, et  seq .”
(the
      “Bankruptcy Code”), or under applicable insolvency laws (the “Insolvency Laws”);
      and




(ii)  the
      appointment of a receiver or custodian for any or all of Tenant’s property or
      assets, if such appointment shall not be dismissed within ninety (90) days;
      and




(iii)  the
      filing of a voluntary petition under the provisions of the Bankruptcy Code
      or
      the Insolvency Laws if such filing is not dismissed within ninety (90) days;
      and




(iv)  the
      filing of an involuntary petition under the provisions of the Bankruptcy Code
      or
      the Insolvency Laws if such filing is not dismissed within ninety (90) days;
      or




(v)  Tenant’s
      making or consenting to an assignment for the benefit of creditors or a common
      law composition of creditors.




16


(b)  In
      the
      event of Tenant’s Bankruptcy, Landlord at its option may, in addition to all
      other rights and remedies provided in this Lease at law or in equity, exercise
      all of its rights and remedies as set forth in Exhibit “I” attached hereto and
      incorporated herein by this reference.




**ARTICLE
      26**


**TENANT’S
      REPRESENTATIONS,**


**EVENTS
      OF DEFAULT AND LANDLORD’S REMEDIES**




26.01  **Tenant’s
      Representations.** Tenant,
      as a material inducement for Landlord to enter into this Lease, hereby
      represents and acknowledges as of the date hereof that: (i) Tenant is duly
      organized and validly existing and has full power and authority to conduct
      its
      business as proposed to be conducted at the Demised Premises and to enter into
      this Lease, (ii) the execution, delivery and performance of this Lease will
      not conflict with Tenant’s applicable corporate documents, and will not conflict
      or result in a breach or default of any note, lease, mortgage, indenture,
      contract or commitment to which Tenant is a party or by which Tenant may be
      bound, and (iii) Landlord has entered into this Lease in reliance upon the
      representations and covenants of Tenant, including, but not limited to, the
      representations and covenants in this Section 26.01 and elsewhere in this
      Lease, as being true and correct both as of the date hereof and wherever
      elsewhere expressly applicable. Tenant further acknowledges that any breach
      of
      said representations and covenants shall constitute immediate and irreparable
      injury, loss or damages to Landlord, irrespective of any additional proof of
      such injury.




26.02  **Events
      of Default.** Each
      of
      the following shall constitute Events of Default (whether specifically
      identified elsewhere within the Lease as a default, material default, Event
      of
      Default, or otherwise, Tenant
      hereby acknowledges and agrees that the all defaults hereunder of any nature
      shall be considered material defaults whether or not so stated, regardless
      of
      the absence of the modifier “material” where such default may be described
      herein ):




(a)  If
      Tenant
      defaults in payment of any sum of money (whether Base Annual Rent, additional
      rent including, but not limited to, Tenant’s Proportionate Share of Taxes,
      Tenant’s Proportionate Share of Common Area Expenses or any other Additional
      Charges or sum payable hereunder) when due and such default shall continue
      for
      five (5) days after the date same is due.




(b)  If
      Tenant
      defaults in fulfilling any of the other covenants, terms or agreements of this
      Lease on Tenant’s part to be performed hereunder and such default shall continue
      for the period within which performance is required to be made by specific
      provision of this Lease or, if no such period is so provided, for thirty (30)
      days after Landlord gives Tenant notice specifying the nature of said default,
      or, if the default so specified shall be of such a nature that the same cannot
      be reasonably cured or remedied within said thirty (30) day period, if Tenant
      shall not in good faith have commenced the curing or remedying of such default
      within such thirty (30) day period and shall not thereafter diligently proceed
      therewith to completion.




(c)  The
      occurrence of any event set forth in Section 25.01.




(d)  If
      Tenant
      vacates or abandons the Demised Premises, ceases its business operations, or
      removes or attempts to remove any property therefrom other than in the ordinary
      course of business or fails to continuously occupy and use the entire Demised
      Premises for the Permitted Use as provided in Section 9.01 or assigns this
      Lease, sublets the Demised Premises, or any portion thereof, or permits or
      allows the occupancy or use of the Demised Premises in violation of
      Article 10 hereinabove.




26.03  **Termination.** Upon
      or
      after the occurrence of any one or more of such Events of Default, Landlord,
      at
      its option, may give Tenant notice that this Lease will terminate on a date
      to
      be specified therein, which shall not be less than five (5) days after the
      date
      of such notice and, in either event, Tenant shall have no right to avoid the
      cancellation or termination by payment of any sum due or by the performance
      of
      any condition, term or covenant broken. Upon the date specified in the aforesaid
      notice of termination, this Lease shall terminate and come to an end as fully
      and completely as if such date were the day herein definitely fixed for the
      end
      and expiration of this Lease, and Tenant, without the necessity of any notice,
      shall then quit and surrender possession of the Demised Premises to Landlord,
      but notwithstanding any statute, rule of law, or decision of any court to the
      contrary, Tenant shall remain liable for all obligations of Tenant as set forth
      herein.




26.04  **Rights
      of Possession.** In
      the
      case of any Events of Default; or if the notice provided for above in
      Section 26.03 shall have been given and this Lease shall be terminated,
      then in all or any of such events, in addition to and not in lieu of all other
      remedies of Landlord, Landlord may re-enter the Demised Premises by summary
      proceedings, or otherwise, and dispossess Tenant and the legal representatives
      of Tenant and/or other occupants of the Demised Premises, and remove and dispose
      of (by sale or otherwise) all property located therein and repossess and enjoy
      the Demised Premises, together with all Alterations, additions and improvements,
      all without being liable to prosecution or damages therefor, and without any
      obligation to account for sums received, if any.




26.05  **Additional
      Remedies of Landlord.**




17


(a)  In
      the
      case of any Events of Default, and Landlord re-enters, terminates and/or
      dispossesses Tenant by summary proceedings or otherwise, in addition to, and
      not
      in lieu of all other remedies which Landlord has under this Lease or which
      may
      be available to Landlord, at law or in equity: (i) the Base Annual Rent and
      all
      Additional Charges shall become due and owing by Tenant and be paid up to the
      time of such re-entry, dispossess and/or termination, (ii) Landlord may relet
      the Demised Premises or any part or parts thereof, either in the name of
      Landlord or otherwise, for a term which may be less than or exceed the period
      which would otherwise have constituted the balance of the Term, and (iii) Tenant
      or the legal representative of Tenant shall also pay Landlord, at Landlord's
      option and whether or not Landlord has terminated this Lease, as damages for
      the
      failure of Tenant to observe and perform said Tenant's covenants here in
      contained, for each month of the period which would otherwise have constituted
      the balance of the Term, any deficiency between the sum of (a) the monthly
      installment(s) of Base Annual Rent and Additional Charges that would have been
      payable for the calendar month in question but for such re-entry or termination,
      and (b) the net amount, if any, of the rents actually collected on account
      of
      the lease or leases of the Demised Premises for such month. In computing such
      damages there shall be added to the said deficiency all non-recurring sums
      and
      charges remaining unpaid and which are due or to become due from Tenant pursuant
      to this Lease and such reasonable expenses as Landlord may incur in connection
      with reletting, such as court costs, attorney's fees, paralegal's fees,
      litigation expenses through all trial and appellate levels and disbursements
      therefor, brokerage and management fees and commissions, cost of putting and
      keeping the Demised Premises in good order and costs of preparing the Demised
      Premises for reletting as hereinafter provided, and any such expenses as
      Landlord may incur in order to cure any breach by Tenant. Any such damages
      shall
      be paid in monthly installments by Tenant on the dates that Base Annual Rent
      would otherwise have been due as set forth herein and any suit brought to
      collect the amount of the deficiency for any month shall not prejudice in any
      way the rights of Landlord to collect the deficiency for any subsequent month
      by
      a similar proceeding or to elect to collect a lump sum amount for its damages.
      Landlord, at Landlord's option, may make such alterations, repairs, replacements
      and/or decorations in the Demised Premises as Landlord considers advisable
      or
      necessary for the purpose of reletting the Demised Premises, and the making
      of
      such alterations, repairs, replacements and/or decorations shall not operate
      or
      be construed to release Tenant from liability hereunder as aforesaid. Landlord
      shall in no event be liable in any way whatsoever for failure to relet the
      Demised Premises, or in the event that the Demised Premises or a portion thereof
      is relet, for failure to collect any sums due under such reletting.




(b)  In
      case
      of any default under this Lease, Landlord shall have the right to immediately
      accelerate and declare due and owing all Base Annual Rent and all additional
      rent for the balance of the Lease Term, including, but not limited to all
      Additional Charges and any other sums remaining due under the Lease for the
      remainder of the balance of the Lease Term, together with all unamortized costs
      of Landlord associated with this Lease including, but not limited to,
      inducements, tenant improvement allowances, leasing commissions, costs of
      marketing the space or advertising the availability of the space and all legal
      fees.




(c)  In
      the
      event of a breach or threatened breach by Tenant of any of the covenants or
      provisions hereof, Landlord shall have the right of injunction and the right
      to
      invoke any remedy allowed at law or in equity as if re-entry, summary
      proceedings and other remedies were not herein provided. All remedies available
      to Landlord pursuant to the terms of this Lease and at law and in equity shall
      be cumulative and may be pursued or enforced concurrently.




(d)  Tenant
      hereby expressly waives any and all rights of redemption granted by or under
      any
      present or future laws in the event of Tenant being evicted or dispossessed
      for
      any cause, or in the event of Landlord obtaining possession of the Demised
      Premises by reason of the violation by Tenant of any of the covenants or
      conditions of this Lease or otherwise. The words “re-enter” and “re-entry” as
      used in this Lease are not restricted to their technical legal
      meaning.




(e)  In
      the
      event that Tenant defaults hereunder and Landlord gives notice of default to
      Tenant, then whether or not Tenant cures such default, Tenant shall pay to
      Landlord upon demand a fee of Five Hundred and 00/100 Dollars ($500.00)
      representing an agreed upon administrative fee which shall include the
      processing by Landlord of any such default notice. The aforementioned fee shall
      be applicable to all default notices which are given.




(f)  In
      the
      event Tenant furnishes Landlord a check which is not honored for any reason,
      Tenant shall pay Landlord, upon demand, a fee equal to the greater of (i) One
      Hundred and 00/100 Dollars ($100.00), or (ii) the service charge Landlord must
      pay to its bank by reason of such check. The fee is an agreed upon
      administrative fee to Landlord to reimburse Landlord for having to advise Tenant
      of the dishonored check and pay a service charge to Landlord’s bank. A fee shall
      be assessed for each dishonored check.




(g)  Tenant
      shall reimburse Landlord for attorney’s fees, paralegal’s fees and litigation
      expenses through all trial and appellate levels, court costs and related fees
      and expenses which are incurred or expended by reason of Tenant’s failure to
      comply with any of the terms and provisions of this Lease, or by virtue of
      any
      Event of Default.




26.06  **Abandonment.** Tenant
      shall assume possession of the Demised Premises at the commencement of the
      Term
      and shall not vacate or abandon the Demised Premises at any time during the
      Term. If Tenant shall abandon, vacate or surrender the Demised Premises, or
      shall be dispossessed by process of law, or otherwise, any personal property
      which shall belong to Tenant and which shall be left on the Demised Premises
      shall, at the option of Landlord, be deemed to be abandoned and title thereto
      shall pass to Landlord.




**ARTICLE
      27**


**WAIVERS**




27.01  **Waivers.**




(a)  Tenant,
      on behalf of itself and any and all persons claiming through or under Tenant,
      does hereby expressly waive and surrender all right and privilege which it,
      they
      or any of them might have under or by reason of any present or future law,
      to
      redeem the Demised Premises or to have a continuance of this Lease after being
      dispossessed or ejected therefrom by process of law or under the terms of this
      Lease or after the termination of this Lease as provided herein.




18


(b)  LANDLORD
      AND TENANT HEREBY KNOWINGLY, IRREVOCABLY, VOLUNTARILY AND INTENTIONALLY WAIVE
      ANY RIGHTS TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR
      COUNTERCLAIM BASED ON THIS LEASE OR ARISING OUT OF, UNDER, OR IN CONNECTION
      WITH
      THIS LEASE OR ANY DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION WITH THIS LEASE,
      OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER VERBAL OR
      WRITTEN) OR ACTION OF ANY PARTY HERETO OR THE RELATIONSHIP OF LANDLORD AND
      TENANT, TENANT’S USE OR OCCUPANCY OF THE DEMISED PREMISES, INCLUDING, WITHOUT
      LIMITATION, ANY CLAIM OF INJURY OR DAMAGE. TENANT SHALL NOT INTERPOSE ANY
      COUNTERCLAIM OF ANY KIND IN ANY ACTION OR PROCEEDING COMMENCED BY LANDLORD
      TO
      RECOVER POSSESSION OF THE DEMISED PREMISES. THIS PROVISION IS A MATERIAL
      INDUCEMENT FOR LANDLORD AND TENANT TO ENTER INTO THIS LEASE.




(c)  Tenant
      hereby expressly waives the requirement under Section 83.12 of the Florida
      Statutes that the plaintiff in a distress for rent action file a bond payable
      to
      Tenant in at least double the sum demanded by the plaintiff. It is understood
      that no bond shall be required in any such action.




(d)  The
      waiver by Landlord of any breach of any term, covenant or condition herein
      contained shall not be deemed to be a waiver of any subsequent breach of the
      same or of any other term, covenant or condition herein contained. The
      subsequent acceptance of Base Annual Rent, Additional Charges or any or all
      other monetary obligations of Tenant hereunder, whether or not denoted as rent,
      Base Annual Rent or Additional Charges or otherwise by Landlord or Tenant,
      shall
      not be deemed to be a waiver of any preceding breach or default by Tenant of
      any
      term, covenant or condition of this Lease, other than the failure of Tenant
      to
      make the particular payment so accepted, regardless of Landlord’s knowledge of
      such preceding breach or default at the time of acceptance of such payment.
      No
      covenant, term or condition of this Lease shall be deemed to have been waived
      by
      Landlord unless such waiver be in writing and executed by Landlord.




**ARTICLE
      28**


**BROKERAGE
      COMMISSION**




28.01  **Brokerage
      Commission.**




(a)  Tenant
      hereby acknowledges and agrees that Merin, Hunter, Codman, Inc. (“MHC”) is a
      State of Florida licensed real estate broker exclusively representing Landlord
      with respect to the negotiation of this Lease. Merin, Hunter, Codman, Inc.
      shall
      be compensated solely by Landlord with respect to this transaction.




(b)  Landlord
      and Tenant represent and warrant one to the other that, except as otherwise
      stated hereinabove, they have not had any other dealings with any other real
      estate brokers or agents in connection with the negotiation of this Lease.
      Landlord and Tenant hereby agree to indemnify each other for all claims and
      demands made by any other real estate brokers claiming by, through or under
      the
      parties hereto against the other, as may be applicable, seeking any commission,
      fee, or any other payment in connection with this Lease.




**ARTICLE
      29**


**NEGATION
      OF PERSONAL LIABILITY**




29.01  **Negation
      of Personal Liability.** Notwithstanding
      anything to the contrary contained in this Lease, Tenant agrees that Landlord,
      Managing Agent and each of their respective officers employees and agents shall
      have no personal liability with respect to any of the provisions of this Lease
      and any amendments or supplements thereto, and Tenant shall look solely to
      the
      estate and property of Landlord in the land and buildings comprising the Project
      for the satisfaction of Tenant’s remedies including without limitation the
      collection of any judgment (or other judicial process) requiring the payment
      of
      money by Landlord in the event of any default or breach by Landlord with respect
      to any of the terms and provisions of this Lease to be observed and/or performed
      by Landlord, subject, however, to the prior rights of any ground lessor or
      holder of any mortgage covering all or part of the Project, and no other assets
      of Landlord or any principal of Landlord shall be subject to levy, execution
      or
      other judicial process for the satisfaction of Tenant’s claim and in the event
      Tenant obtains a judgment against Landlord, the judgment docket shall be so
      noted. Without limitation of the foregoing, upon each sale or other conveyance
      of any portion of the Project which includes, without limitation, the Demised
      Premises to any party, the grantor thereof shall have no liability whatsoever
      hereunder. This Section 29.01 shall inure to the benefit of Landlord’s
      successors and assigns and their respective principals.




**ARTICLE
      30**


**LANDLORD’S
      ACCESS TO THE DEMISED PREMISES**




30.01  **Landlord’s
      Access to the Demised Premises.**




(a)  Upon
      reasonable prior notice to Tenant (except in the case of an emergency) Landlord
      and its designees shall have the right to enter and/or pass through the Demised
      Premises to (i) examine the Demised Premises and all systems and appurtenances
      therein, (ii) to show the Demised Premises to actual and prospective ground
      lessors, mortgagees, or prospective purchasers, mortgagees or lessees of the
      Project or any portion thereof, and (iii) to make such repairs, alterations,
      replacements, additions, modifications and improvements in or to the Demised
      Premises and the facilities and equipment therein, and/or in or to the building
      of which it forms a part, and the facilities and equipment therein as Landlord
      is required or desires to make. Landlord shall have the right to take materials
      into and upon the Demised Premises that may be necessary in connection
      therewith, without any liability to Tenant and without any reduction of Tenant’s
      covenants and obligations hereunder.




19


(b)  Landlord
      reserves the right and Tenant shall permit Landlord to locate both vertically
      and horizontally within the Demised Premises, and to repair, erect, install,
      use, modify, tie into and maintain utility lines, air ducts, flues, duct shafts,
      refrigerant lines, drains, sprinkler mains and valves, conduits, pipes, and
      other facilities within, in and through the Demised Premises, which serve the
      Demised Premises and/or any portion of the Project. In addition, Landlord
      reserves the right to enter upon the Demised Premises for the purposes of
      repairing, maintaining and replacing the exterior building walls, terraces,
      core
      areas and any space in or adjacent to the Demised Premises, used for shafts,
      stacks, pipes, conduits, fan rooms, ducts, electrical or other utilities, sinks,
      and other building facilities.




(c)  During
      the period of twelve (12) months prior to the expiration of the Term, Landlord
      and its agents may exhibit the Demised Premises to prospective tenants. If,
      during the last month of the Term, Tenant has removed all or substantially
      all
      of Tenant’s Property from the Demised Premises, Landlord may, without notice to
      Tenant, immediately enter the Demised Premises and alter, renovate and decorate
      the same, without liability to Tenant and without reducing or otherwise
      affecting Tenant’s covenants and obligations hereunder.




(d)  Landlord
      reserves the right, without incurring any liability to Tenant therefor, and
      without affecting or reducing any of Tenant’s covenants and obligations
      hereunder, to make such changes, alterations, additions and improvements in
      or
      to the Project and any part thereof and the fixtures and equipment thereof,
      as
      well as in or to the street entrances, doors, halls, passages, elevators,
      escalators and stairwells thereof, and other parts thereof, as Landlord shall
      deem reasonably necessary or desirable.




(e)  Landlord
      may adopt any name for the Project and any part thereof. Landlord reserves
      the
      right to change the name and/or address of the Project and any part thereof
      at
      any time.




(f)  Landlord,
      its cleaning contractor and their employees shall have access to the Demised
      Premises and shall have the right to use, without charge therefor, all light,
      power and water in the Demised Premises required to clean the Demised
      Premises.




**ARTICLE
      31**


**MISCELLANEOUS**




31.01  **Partial
      Invalidity.** If
      any
      term, covenant or condition 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, covenant or condition
      to persons or circumstances other than those as to which it is held invalid
      or
      unenforceable, shall not be affected thereby and each term, covenant or
      condition of this Lease shall be valid and be enforced to the fullest extent
      permitted by law.




31.02  **Notices.** All
      payments of rent and any and all other monetary obligations of Tenant accruing
      hereunder, whether or not denoted as rent, shall be paid to: Gardens Plaza
      Investors, LLC, c/o Merin Hunter Codman, Inc., 1601 Forum Place, West Palm
      Beach, FL 33401, until Tenant is notified otherwise in writing, in which event
      Tenant shall make such payments as directed by Landlord. All notices to Landlord
      shall be forwarded to Gardens Plaza Investors, LLC, Ltd., c/o Berwind Property
      Group, Ltd., 770 Township Line Road, Suite 150, Yardley, PA 19067, Attn: Asset
      Manager, with a copy to Merin Hunter Codman, Inc., 1601 Forum Place, West Palm
      Beach, FL 33401, Attention: Mr. Jay M. Grossman, until Tenant is notified
      otherwise in writing. All notices to Tenant shall be forwarded to the Demised
      Premises. Notices may be given on behalf of Landlord by Landlord’s counsel. Any
      notice, request, demand, approval or consent given or required to be given
      under
      this Lease shall be in writing and shall be deemed given if (i) hand delivered,
      and (ii) forwarded either by certified mail, return receipt requested, or by
      overnight courier service. In the event transmittal is made by certified mail,
      notice shall be deemed given three (3) business days after such notice was
      deposited with the U.S. Postal Service. In the event transmittal is made by
      overnight courier service, notice shall be deemed given the following business
      day after such notice was deposited with the overnight courier
      service.




31.03  **Holding
      Over.** Should
      Tenant hold over in possession of the Demised Premises after the expiration
      of
      the Term, or earlier termination of this Lease, without the execution by
      Landlord and Tenant of a new lease agreement, or extension or renewal agreement,
      Tenant, in Landlord’s sole and absolute discretion (i) shall be deemed to be
      occupying the Demised Premises from month to month, subject to [a] being
      terminated by either party upon at least fifteen (15) days prior written notice,
      [b] ** monthly
      payment and liability of two hundred percent (200%) of all sums due hereunder
      in
      effect during the last month of the Term, including, but not limited to Base
      Annual Rent, Additional Charges, Tenant’s Proportionate Share of Taxes, Tenant’s
      Proportionate Share of Common Area Expenses and all other sums in effect during
      the last month of the Term (in the event of a partial month then Tenant shall
      be
      liable for the full month in which the hold-over period terminates), [c] all
      of
      the other terms, covenants and conditions of this Lease insofar as the same
      may
      be applicable to a month-to-month tenancy, or (ii) shall be deemed to be a
      trespasser and Landlord shall immediately be entitled to pursue any remedy
      available at law or in equity, or available pursuant to the terms hereof, or
      otherwise available (including, without limitation self-help) to obtain
      possession of the Demised Premises. Landlord may change its election as provided
      herein at any time, and from time to time, in its sole and absolute discretion
      without any notice to Tenant. Landlord shall not be liable to Tenant in any
      manner whatsoever for any actions taken by Landlord to regain possession of
      the
      Demised Premises. Tenant shall pay Landlord all fees, costs and expenses
      incurred by Landlord to regain possession of the Demised Premises, including,
      without limitation, all attorneys’ fees, paralegal’s fees, litigation expenses,
      through all trial and appellate levels, costs, expenses, disbursements and
      court
      costs related thereto. Tenant shall also be liable to Landlord for any
      consequential, incidental and special damages whether direct or indirect which
      Landlord may incur as a result of any hold over in possession of the Demised
      Premises provided for herein. During the period commencing six (6) months prior
      to the expiration of the Term hereunder, Tenant shall, within ten (10) days
      following Landlord’s written request therefor, provide to Landlord a written
      statement that it shall timely vacate and surrender the Demised Premises in
      accordance with the terms and provisions of this Lease. The failure of Tenant
      to
      provide such statement upon Landlord’s written request shall be a material
      default of this Lease. The provisions of this Section 31.03. shall survive
      the
      expiration or earlier termination of this Lease.




20


31.04  **Successors.** Subject
      to the provisions of Article 29, all rights, obligations and liabilities herein
      given to, or imposed upon the respective parties hereto shall extend to and
      bind
      the several respective heirs, executors, administrators, successors and assigns
      of the said parties, and if there shall be more than one entity or party
      constituting Tenant, they shall all be bound jointly and severally by the terms,
      covenants and agreements herein contained. No rights, however, shall inure
      to
      the benefit of any assignee of Tenant unless the assignment to such assignee
      had
      been approved by Landlord in writing. Each covenant, agreement, obligation
      or
      other provision herein contained shall be deemed and construed as a separate
      and
      independent covenant of the party bound by, undertaking or making the same,
      not
      dependent on any other provision of this Lease unless expressly
      provided.




31.05  **Quiet
      Enjoyment.** Upon
      payment by Tenant of the rents and charges herein provided, and upon the
      observance and performance of all the covenants, terms and conditions on
      Tenant’s part to be observed and performed, Tenant shall peaceably and quietly
      hold and enjoy the Demised Premises during the Term without hindrance or
      interruption by Landlord or any other person or persons lawfully claiming by,
      through or under Landlord, subject, nevertheless, to the terms and conditions
      of
      this Lease.




31.06  **Accord
      and Satisfaction.** No
      payment by Tenant or receipt by Landlord of a lesser amount than the payment
      of
      the sums herein stipulated shall be deemed to be other than on account of the
      earliest stipulated sums due, nor shall any endorsement or statement on any
      check or any letter accompanying any check or payment of sums due 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 sums due, or pursue
      any other remedy provided for in this Lease or available at law or in
      equity.




31.07  **Entire
      Agreement.** This
      Lease, the Exhibits and Rider, if any, attached hereto and forming a part hereof
      set forth all the covenants, promises, agreements, conditions and understandings
      between Landlord and Tenant concerning the Demised Premises and the Project
      and
      there are no covenants, promises, agreements, conditions or understandings,
      either oral or written, between them other than as herein set forth. All prior
      communications, negotiations, arrangements, representations, agreements and
      understandings whether oral or written between the parties hereto, and their
      representatives, are merged herein, and extinguished, this Lease superseding
      and
      canceling the same. No subsequent alteration, amendment, change or addition
      to
      this Lease shall be binding upon Landlord or Tenant unless reduced to writing
      and signed by both parties. The submission by Landlord to Tenant of this Lease
      in draft form shall be deemed submitted solely for Tenant’s consideration and
      not for acceptance and execution. Such submission shall have no binding force
      or
      effect, shall not constitute an option for the leasing of the Demised Premises
      herein described, nor confer any rights or impose any obligations upon either
      party. The submission by Landlord of this Lease for execution by Tenant and
      the
      actual execution and delivery thereof by Tenant to Landlord shall similarly
      have
      no binding force and effect unless and until Landlord shall have executed this
      Lease and a duplicate original thereof shall have been forwarded to Tenant
      or
      its representative or delivered in person to Tenant or its representative.
      Tenant hereby acknowledges that: (a) this Lease contains no restrictive
      covenants or exclusives in favor of Tenant; (b) this Lease shall not be deemed
      or interpreted to contain, by implication or otherwise, any warranty,
      representation or agreement whatsoever on the part of Landlord, except as herein
      expressly provided.




31.08  **Captions
      and Section Numbers.** The
      captions and Table of Contents appearing in this Lease are inserted only as
      a
      matter of convenience and in no way define, limit, construe or describe the
      scope or intent of the Sections or Articles of this Lease nor in any way affect
      this Lease.




31.09  **Interpretation.** It
      is the
      intent of the parties hereto that if any term, covenant or condition of this
      Lease is capable of two constructions, one of which would render the provision
      void and the other of which would render the provision valid, then the provision
      shall have the meaning which shall render it valid. This Lease shall be governed
      by and construed in accordance with the laws of the State of Florida. The
      parties hereto both acknowledge and agree that they are sophisticated and have
      each negotiated all of the terms and provisions of this Lease such that it
      would
      not be reasonable for either party to be considered as the drafter of this
      Lease
      for purposes of construing any of the terms and provisions hereof “against the
      drafter.”




31.10  **Recording.** Tenant
      shall not record this Lease nor any memorandum or affidavit making reference
      to
      this Lease. Any such recording by Tenant may, at Landlord’s option, be deemed a
      Default by Tenant hereunder. If Landlord requests, the parties shall execute
      and
      acknowledge a short form of lease for recording purposes which may be recorded
      at Landlord’s expense.




31.11  **Tenant
      Defined; Use of Pronoun.** The
      word
“Tenant” shall be deemed and taken to mean each and every person or party
      mentioned as a Tenant herein, be the same one or more; and if there shall be
      more than one Tenant, any notice required or permitted by the terms of this
      Lease may be given by or to any one thereof, and shall have the same force
      and
      effect as if given by or to all thereof. The use of the neuter singular pronoun
      to refer to Landlord or Tenant shall be deemed a proper reference even though
      Landlord or Tenant may be an individual, a partnership, a corporation, or a
      group of two or more individuals or corporations The necessary grammatical
      changes required to make the provisions of this Lease apply in the plural sense
      where there is more than one Landlord or Tenant and to either corporations,
      associations, partnerships, or individuals, males, or females, shall in all
      instances be assumed as though in each case fully expressed.




21


31.12  **Covenant
      to Pay Rent; Late Charge.** Tenant
      shall, without any demand therefor and without setoff, pay the Base Annual
      Rent
      and Additional Charges at the times, at the places and in the manner herein
      provided. If any payment or any part thereof to be made by Tenant to Landlord
      pursuant to the terms hereof shall become overdue for a period in excess of
      five
      (5) days, a “late charge” of Five Cents ($.05) for each dollar overdue may be
      charged by Landlord for the purpose of defraying expenses incidental to handling
      such delinquent payment, together with interest from the date when such payment
      or part thereof was due at the rate of fifteen percent (15%) per annum, or
      such
      lesser amount or rate as represents the maximum amount or rate Landlord lawfully
      may charge, shall accrue and thereafter be due and owing under this Lease as
      an
      Additional Charge hereunder. Said interest shall continue to accrue until such
      time as full payment of such payment, or any part thereof, is made together
      with
      any interest that has accrued prior to such payment. Nothing herein shall be
      construed as waiving any rights of Landlord arising out of any defaults of
      Tenant by reason of Landlord’s assessing or accepting any such late payment,
      late charge or interest; the right to collect the late charge and interest
      assessed herein is separate and apart from any rights relating to remedies
      of
      Landlord after default by Tenant in the performance or observance of the terms
      of this Lease.




31.13  **Unavoidable
      Delays.** Landlord
      shall not be deemed in default with respect to the performance of any of the
      terms, covenants, and conditions of this Lease, if Landlord’s failure to perform
      such terms, covenants or conditions is due to any strike, lockout, labor
      dispute, shortages of materials or labor, governmental restrictions, fire or
      other casualty, governmental regulations or controls, litigation or other cause,
      similar or dissimilar to those enumerated in this Section 31.13, beyond the
      control of Landlord (all of the causes set forth above being herein called
      “Unavoidable Delays”). Landlord reserves the right, without any liability to
      Tenant and without affecting Tenant’s covenants and obligations hereunder, to
      stop performing any of the services Landlord is required to perform under this
      Lease, whenever and for so long as may be necessary by reason of any Unavoidable
      Delays. All time periods within which Landlord is required to perform under
      the
      terms of this Lease shall be extended for such periods of time as such
      performance is impaired, restricted, delayed or prohibited by reason of
      Unavoidable Delays.




31.14  **Conveyances.** Landlord
      reserves the right at any time and from time to time, to convey all, or any
      portion of, the Project, or any interest therein to any individual or entity,
      and after any such conveyance(s), the rights granted to Tenant herein shall
      not
      be impaired by reason of such conveyance(s). Tenant covenants to execute from
      time to time, such instruments as are reasonably required by Landlord, any
      grantee or any mortgagee, in order to enable Landlord to make the conveyance(s)
      contemplated by this Section 31.14.




31.15  **Intentionally
      Deleted.**




31.16  **Radon
      Gas.** The
      following disclosure is required by Florida Statutes, Section 404.056(8): “Radon
      is a naturally occurring radioactive gas that, when it has accumulated in a
      building in sufficient quantities, may present health risks to persons who
      are
      exposed to it over time. Levels of radon that exceed federal and state
      guidelines have been found in buildings in Florida. Additional information
      regarding radon and radon testing may be obtained from your county public health
      unit.” Landlord disclaims any and all representations and warranties as to the
      absence or presence of radon gas or radon gas-producing conditions in connection
      with the Demised Premises.




31.17  **Definitions.** Defined
      terms used in this Lease, including the Exhibits attached hereto, which are
      not
      otherwise defined shall be defined as set forth in Exhibit “G” attached
      hereto and made a part hereof.




31.18  **ADA
      Compliance.** Tenant
      shall be responsible at its sole cost and expense to keep, maintain, alter
      and
      replace, if necessary, the Demised Premises so as to maintain compliance with
      The Americans with Disabilities Act of 1990, 42 U.S.C. 12101, et seq. (the
      “Act”), analogous state and local laws, and all rules and regulations
      promulgated to further the purpose of and to enforce the Act as such Act has
      been or shall be modified by Florida Statutes and rules and regulations of
      applicable State and/or local agencies.




31.19  **Time
      of the Essence.** It
      is
      expressly agreed by Landlord and Tenant that time is of the essence with respect
      to this Lease and each and every provision hereof.




31.20  **Confidentiality.** Except
      as
      otherwise required by governmental regulatory authority or court order, Landlord
      and Tenant agree to keep all current and future discussions and correspondence
      as well as this Lease and all documents related thereto confidential at all
      times and shall neither discuss nor divulge any information contained therein
      to
      anyone except each other and each party’s attorneys.




31.21  **Survival
      of Obligations.** Upon
      the
      expiration or other termination of this Lease, neither party shall have any
      further obligation or liability to the other except as otherwise expressly
      provided in this Lease, and except for such obligations as by their nature
      or
      under the circumstances can only be, or by the provisions of this Lease, may
      be,
      performed after such expiration or other termination; and, in any event, unless
      otherwise expressly provided in this Lease, any liability for any payment
      hereunder due from Tenant which shall have accrued to, or with respect to any
      period ending at the time of, expiration, or other termination of this Lease,
      shall survive the expiration, or other termination, of this Lease.




31.22  **Governing
      Law and Venue, and Attorney’s Fees.** This
      Lease shall be governed by the laws of the State of Florida, and venue for
      any
      action hereunder shall be in Palm Beach County, Florida.  Should any action
      or proceeding be commenced to enforce any of the provisions of this Lease,
      or in
      connection with its meaning, the prevailing party in such action shall be
      awarded, in addition to any other relief it may obtain, its reasonable costs
      and
      expenses, not limited to taxable costs, and reasonable attorney's fees through
      all trial and appellate levels.




31.23  **Light,
      Air, and Other Structures**




22


Tenant
      covenants and agrees that no diminution of light, air or view or other use
      rights including but not limited to uncovered parking spaces by any structure
      which may hereafter be erected (whether or not by Landlord) shall entitle Tenant
      to any reduction of rent under this Lease, shall result in any liability of
      Landlord to Tenant, or shall in any other way affect this Lease or Tenant’s
      obligations hereunder. This Lease does not grant any rights, including but
      limited to rights to light, air, or view over property adjacent, adjoining,
      or
      contiguous to the land on which the Project is located.




31.24  **Prohibited
      Transactions.** Tenant
      warrants and represents to Landlord that Tenant is not, and shall not become,
      a
      person or entity with whom Landlord is restricted from doing business with
      under
      regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of
      the Treasury (including, but not limited to, those named on OFAC’s Specially
      Designated and Blocked Persons list) or under any statute, executive order
      (including, but not limited to, the September 24, 2001, Executive Order Blocking
      Property and Prohibiting Transactions With Persons Who Commit, Threaten to
      Commit, or Support Terrorism), or other governmental action and is not and
      shall
      not engage in any dealings or transaction or be otherwise associated with such
      persons or entities.




31.25  **Terraces.** In
      the
      event that the Demised Premises open on to a terrace, then Tenant shall be
      subject to all of the rules and regulations applicable to the use of such
      terrace as set forth on Exhibit “F.” Tenant shall be solely liable for, and
      shall indemnify Landlord and hold Landlord harmless against any and all loss,
      cost, damage or liability arising from the use by Tenant or its employees,
      contractors or invitees of the terrace area including, without limitation,
      personal injury.




31.26  **Exhibits.**




(a)  The
      exhibits listed in this Section and attached to the Lease are hereby
      incorporated in and made a part of this Lease.




Exhibit
        “A”  -  Floor
        Plan - Demised Premises
  Exhibit
        “B”  -  Legal
        Description of the Real Property At The Project
  Exhibit
        “C”  -  Landlord’s
        Work
  Exhibit
          “C-1” - Work
          Letter
  Exhibit
        “D”  -  Tenant’s
        Work
  Exhibit
        “E”  -  Cleaning
        Schedule
  Exhibit
        “F”  -  Rules
        and
        Regulations
  Exhibit
        “G”  -  Definitions
  Exhibit
        “H”  -  Intentionally
        Deleted
  Exhibit
        “I”  -  Bankruptcy
 (b)  Any
        conflict which may exist between the terms and provisions within this Lease
        and
        within the Exhibits attached hereto shall be resolved in favor of the terms
        and
        provisions of this Lease.




**(THIS
      SPACE INTENTIONALLY LEFT BLANK, SIGNATURES FOLLOW ON NEXT
      PAGE)**




23




**IN
      WITNESS WHEREOF,** Landlord
      and Tenant have caused this Lease to be duly executed as of the day and year
      first above written.







WITNESSES:
              
              
              
              _______________________________
              _______________________________
            
            **LANDLORD**:
              
              GARDENS
                PLAZA INVESTORS, LLC, a Florida limited liability company
              
              By:/s/
                DAVID K. BARNDT
              Name:
                David K. Barndt
              Title:
                Vice President





WITNESSES:
              
              
              
              _______________________________
              _______________________________
            
            **TENANT**:
              
              BANKRATE,
                INC., a Florida corporation
              
              By:/s/
                ROBERT J. DEFRANCO
              Name:Robert
                J. DeFranco
              Title:Senior
                Vice President
              Chief
                Financial Officer




24


**EXHIBIT
      “A”**




**FLOOR
      PLAN -- DEMISED PREMISES**











A-1














A-2


**EXHIBIT
      “B”**




**LEGAL
      DESCRIPTION OF THE PROPERTY**




PARCEL
      ONE:




A
      parcel
      of land lying in the Northwest quarter of Section 4, Township 42 South, Range
      43
      East, Palm Beach County, Florida, being more particularly described as
      follows:




From
      the
      intersection of the Easterly right of way line of U.S. Highway No. 1 (State
      Road
      No. 5) with the South line of the Northwest quarter of said Section 4, run
      N 12
      degrees 00'47" E, along said Easterly right of way line, a distance of 1,550.00
      feet to the Point of Beginning of the herein described parcel; proceed thence
      N
      12 degrees 00'47" E, a distance of 492.00 feet along said Easterly right of
      way
      line, thence N 89 degrees 57'20" E, a distance of 150 feet, thence N 12 degrees
      00'47" E, a distance of 108.00 feet, thence S 89 degrees 57'20" W, a distance
      of
      150.00 feet to a point on the Easterly right of way line of U.S. Highway No.
      1,
      thence N 12 degrees 00'47" E, along said Easterly right of way line, a distance
      of 350.00 feet, thence N 89 degrees 57'20" E, a distance of 325.35 feet, thence
      S 0 degrees 02'40" E, a distance of 146.69 feet, thence N 89 degrees 57'20"
      E, a
      distance of 152.29 feet, thence S 03 degrees 13'48" E, along the West boundary
      of Hidden Key North, as recorded in Plat Book 28, page 129, a distance of 783.56
      feet, thence S 89 degrees 57'20" W, a distance of 719.62 feet to the Point
      of
      Beginning.




LESS
      AND
      EXCEPTING THEREFROM THE FOLLOWING:




A
      parcel
      of land lying in the Northwest quarter of Section 4, Township 42 South, Range
      43
      East, Palm Beach County, Florida, being more particularly described as
      follows:




From
      the
      intersection of the Easterly right of way line of U.S. Highway No. 1 (State
      Road
      No. 5) with the South line of the Northwest quarter of said Section 4, run
      N 12
      degrees 00'47" E, along said Easterly right of way line, a distance of 2,251.00
      feet, thence S 77 degrees 59.13" E, a distance of 64.59 feet, thence N 89
      degrees 57'20" E, a distance of 109.20 feet, thence N 00 degrees 02'40" W,
      a
      distance of 257.00 feet, thence N 89 degrees 57'20" E, a distance of 35.00
      feet
      to the Point of Beginning; thence continue N 89 degrees 57'20" E, a distance
      of
      170.00 feet, thence S 00 degrees 02'40" E, a distance of 100.00 feet, thence
      S
      89 degrees 57'20" W, a distance of 170.00 feet, thence N 00 degrees 02'40"
      W, a
      distance of 100.00 feet to the Point of Beginning.




PARCEL
      TWO




A
      parcel
      of land lying in the Northwest quarter of Section 4, Township 42 South, Range
      43
      East, Palm Beach County, Florida, being more particularly described as
      follows:




Commencing
      at a point where the South line of the Northwest quarter of Section 4, Township
      42 South, Range 43 East, intersects the Easterly right of way line of a public
      road 120.00 feet wide known as U.S. Highway No. 1 (State Road No. 5) run thence
      along said Easterly right of way line N 12 degrees 00'47" E, 2,042.00 feet
      to
      the Point of Beginning;




From
      the
      Point of Beginning continue N 12 degrees 00'47" E, a distance of 108.00 feet,
      thence along a line parallel with the South line of the NW 3 of said Section
      4,
      N 89 degrees 57'20" E, 150.00 feet, thence along a line parallel with the
      Easterly right of way line of said U.S. Highway No. 1, S 12 degrees 00'47"
      W, a
      distance of 108.00 feet thence S 89 degrees 57'20" W, 150.00 feet to the Point
      of Beginning.




PARCEL
      THREE




An
      easement for drainage purposes and ingress and egress via boat contained in
      Cross Easement Agreements recorded in Official recorded in Official Records
      Book
      3650, at Page 737, Official Records Book 3650, at Page 746, Official Records
      Book 3650, at Page 756, and Official Records Book 3650, at Page 763, of the
      Public Records of Palm Beach County, Florida.




B-1


**EXHIBIT
      “C”**




**LANDLORD’S
      WORK**




Landlord
      shall construct the improvements to the first floor of the Demised Premises,
      at
      Landlord’s cost and expense, in accordance with the Work Letter attached as
      Exhibit C-1 hereto and as more particularly shown on that certain space plan
      attached hereto as Exhibit “A” using standard building materials and shall
      deliver the Demised Premises in broom clean condition. Tenant acknowledges
      and
      agrees that Landlord shall construct the improvements to the second floor of
      the
      Demised Premises as shown on that certain space plan attached hereto as Exhibit
      “A” but that Landlord shall only conduct such Work to the extent that Tenant
      instructs Landlord to do so and the cost of such Work shall not exceed the
      Construction Allowance; it being understood and agreed that Tenant’s intention
      is to construct such second floor space utilizing the Construction Allowance.
      Tenant shall be responsible for any and all costs of construction in excess
      of
      the Construction Allowance. Landlord shall provide hot water to the kitchen
      areas and restrooms contained within the Demised Premises at Landlord’s sole
      cost and expense.




C-1-1


**EXHIBIT
      “C-1”**




**Tenant
      Entries**


Main
      tenant entries shall consist of one 3’-0”
      x 8’-0” solid-core-flush birch veneer door w/ a medium walnut stain “blend and tone”
finish  and
      five
      inch top rail (no thru bolting). Door hardware shall consist of with heavy
      -duty
      commercial mortised lever handle lockset and deadbolt; two pair of butt hinges,
      silencers, a closer and a floor-stop all in a polished chrome steel finishes.





**Demising
      Partitions**


Shall
      be
      constructed of 3-5/8” metal studs @ 24 “o/c. with one layer each side of 5/8”
gypsum type X wallboard, and 4” acoustical insulation between. Partitions shall
      extend from the floor slab to the structural deck above and shall have 4” high
      vinyl base on the Tenant side(s).





**Interior
      Tenant Partitions**


Shall
      be
      constructed of 3-5/8” metal studs @ 24” o/c. with one layer of 5/8” gypsum type
      X wallboard on each side. Partitions shall extend from the floor slab to above
      the finish-ceiling plane, with bracing to the structural deck, and shall have
      4”
high vinyl base on each side.





**Interior
      Tenant Doors**


Shall
      be 3’-0”
      x 8’-0” solid-core-flush
      birch veneer door w/ a medium walnut stain “blend and tone” finish to match
      entry door. Hardware package shall consist of commercial grade “AL Series”
lever-sets to match entrance door hardware; two pair of butt hinges, silencers,
      and a floor-stop all in a polished chrome steel finish.





**Suspended
      Acoustical Ceiling**


Ceiling
      tile- Cortega bevel tegular tile # 2195 by Armstrong, 24” x 24”acoustical panels
      with reveal edges and a white factory finish. Ceiling grid - shall be an exposed
      9/16” wide “fine-line” grid in a matching white factory finish. Structure
      permitting, ceilings to be 9’-0”.




**Painting**


Shall
      be
      two coats of eggshell finish latex paint on all gypsum wallboard walls, soffits
      and similar surfaces. Door frames and other metal surfaces to be painted shall
      receive two coats of semi-gloss finish oil-base enamel. Wood doors shall receive
      a stained & sealed finish. All paint and stain colors, excepting at Tenant
      entries (which shall conform to building standards), shall be selected by Tenant
      from manufacturers’ standard color palettes.




**Carpeting**


Shall
      be
      30 -oz. loop
      pile solution dyed nylon, installed by direct glue-down with 4” rubber cove base
      as standard. Carpet and base shall be selected by the Tenant from the standard
      range of colors offered by Landlord.





**Window
      Treatment**


Shall
      be
      1” wide horizontal aluminum blinds in the standard building color, with matching
      housing and hardware. Suites with sliding glass door/windows to balconies will
      receive individually operated fabric or clothe vertical blinds as selected
      from
      Landlord standard finishes.





**Lighting**


Shall
      be
      2’ x 4’ reflective parabolic fixture with energy efficient ballast and standard
      lamps.





**Light
      Switches**


Shall
      be
      white/ivory, toggle type switch with white/ivory cover plate.





**Wall
      Receptacles**


Shall
      be
      white/ivory as selected by Tenant, two pole, and fully grounded units with
      white/ivory cover plates.





**Telephone
      / Data Wall Outlets**


Shall
      be
      installed with wall ring, blank plate and conduit stub in ceiling, wiring to
      be
      furnished by Tenant’s service provider.





**Emergency
      Exit Lighting and Exit Signs**


Shall
      include items required by code and connected to Building Fire Alarm Monitoring
      Panel where appropriate.




**HVAC
      System**


Shall
      be
      locally zoned VAV boxes to 2’ x 2’ white perforated face metal panel diffusers
      set flush with the suspended ceiling system. Tie-in to energy management system
      and override switch for accessing overtime air conditioning on thermostat is
      included.




**Telecommunications
      - Fiber Optic and CATV**


The
      Complex is equipped with fiber optic and CATV serviced by BellSouth and Adelphia
      Cable, respectively.




**Fire
      Sprinklers**


Shall
      be
      concealed head units with white factory finished covers and centered in the
      ceiling grid. Heads shall be provided to meet code and building insurance
      requirements. Special Tenant requirements may be additional.




C-1-2





**Lessee
      Identification Signage**


Shall
      be
      included at the primary entrance to the suite and in the main building directory
      located on the main lobby level. Landlord’s graphics consultant will design
      signage with information furnished by Tenant.




C-1-3


**EXHIBIT
      “D”**




**TENANT’S
      WORK**




**SECTION
      1: TENANT’S WORK**




Tenant
      at
      its sole cost and expense shall perform, or Landlord at Tenant’s expense (if
      Landlord performs Tenant’s Work) shall perform all work, other than that to be
      performed by Landlord as set forth in Exhibit “C,” required to complete the
      Demised Premises to a finished condition ready for the conduct of business
      therein.




Tenant’s
      work shall conform to procedures and schedules as set forth in this Lease and
      all Exhibits attached thereto and shall include without limitation the
      following:




**A.**
            **Design
                Drawings and Working Drawings and
                Specifications:**




Design
      Drawings and working drawings and specifications as set forth in Section 2
      of
      this Exhibit.




**B.**
            **Construction:**




Construction
      work in accordance with the requirements as set forth in Section 3 of this
      Exhibit.




**C.**
            **Criteria:**




The
      criteria and/or outline specifications as set forth herein represent minimum
      standards for the design, construction and finish of the Demised Premises by
      Tenant.




1.  General:




a.
            Jurisdiction
                and Codes: The project is being developed in and under the jurisdiction
                of
                the City of Palm Beach Gardens, Florida. All design and construction
                work
                shall comply with all applicable statutes, ordinances, regulations,
                laws
                and codes, including without limiting the foregoing Standard Building
                Code; The National Electric Code; the Guide of the American Society
                of
                Heating, Refrigerating and Air Conditioning Engineers; all legal
                requirements regarding access and facilities for handicapped or disabled
                persons including, without limitation, and to the extent applicable,
                the
                federal Architectural Barriers Act of 1988 (42 U.S.C. Sec. 4151,
                et.
                seq.), the Fair Housing Amendment Act of 1988 (42 U.S.C. Sec. 3601,
                et.
                seq.), the Americans with Disabilities Act of 1990 (42 U.S.C. Sec.
                12101
                et seq.), and the Rehabilitation Act of 1973 (29 U.S.C. Sec. 794);
                requirements of Landlord’s fire insurance underwriter; City of Palm Beach
                Gardens requirements pertaining to service and utilities furnished
                by the
                City; Florida Power & Light Company and Southern Bell Telephone
                Company requirements; and all applicable State and Local Building
                and
                Safety Codes, Orders and Ordinances. Tenant and Tenant’s Architect shall
                each have total responsibility for compliance with all applicable
                federal,
                state and local building and safety codes, orders and ordinances
                for
                Tenant’s occupancy type and each shall have total responsibility for the
                adequacy and safety of the design of the Demised Premises. If required
                by
                Landlord, Tenant shall obtain all necessary approvals and
                permits.




b.
            Permits
                and Approvals: Prior to the commencement of construction, building
                and
                other permits shall be obtained and posted in a prominent place within
                the
                Demised Premises. Landlord’s written approval shall be obtained by Tenant
                prior to the undertaking of any construction work which deviates
                from
                Tenant’s working drawings and specifications, as approved by Landlord, or
                the undertaking of any modifications whatsoever to Landlord’s building
                shell and/or utilities and other work not explicitly shown on said
                working
                drawings and specifications. Landlord’s approval of the foregoing shall
                not constitute the assumption of any responsibility therefor by Landlord
                including, without limitation, responsibility for the adequacy, soundness,
                accuracy or sufficiency thereof, and Tenant shall be solely responsible
                therefor.




c.
            Design
                Loads: Structural system has been designed to carry a live load of
                80 lbs.
                per sq. ft. plus 20 lbs. per sq. ft. partition allowance and Tenant
                shall
                not impose any live load in excess of the
                foregoing.




D-1




d.
            Standard
                Project Detail Manual: Whenever in this Exhibit or anywhere else
                in this
                Lease the words "Standard Project Detail Manual" are used, it shall
                mean
                the Standard Project Detail Manual as issued and from time to time
                amended
                by Landlord. The Standard Project Detail Manual as it pertains to
                Tenant’s
                Work shall govern with respect to such work. Such details shall be
                incorporated into the working drawings and specifications for the
                Demised
                Premises.




e.
            Materials:




1)
            Only
                new, first-class materials shall be used in the construction of the
                Demised Premises.




2)
            In
                order to expedite the performance of Tenant’s work, assure the consistency
                and high quality of materials used in the Project and to minimize
                the
                negative effects and delays which result from numerous contractors
                within
                the Project delivering materials to the Project, Landlord shall have
                the
                option of pre-purchasing any materials to be incorporated into Tenant’s
                work. As to any items pre-purchased by Landlord, Tenant agrees to
                purchase
                the same from Landlord in the performance of Tenant’s work whether such
                work is performed by Landlord or Tenant. It is presently contemplated
                that
                the following items may be pre-purchased by
                Landlord:




(a)
            gypsum
                wall board and metal studs.




(b)
            light
                fixtures.




(c)
            doors,
                frames and hardware.




(d)
            sound
                insulation.




(e)
            diffusers
                and grilles.




(f)
            4"
                high vinyl base.




(g)
            ceiling
                systems.




(h)
            1"
                horizontal aluminum window blinds.




At
      such
      time as Landlord approves Tenant’s working drawings and specifications, Landlord
      shall advise Tenant of the items which have been pre-purchased and are to be
      used by Tenant in the performance of Tenant’s work. The cost to Tenant to
      purchase such materials from Landlord shall be the total of the
      following:




(i)
            The
                cost expended by Landlord to purchase the materials to be used by
                Tenant
                plus any handling charges, delivery charges, shipping charges, hoisting
                charges, storage charges, taxes and fees thereon;
                and




(ii)
            Any
                taxes and fees payable by reason of the sale of the material to
                Tenant.




**D.**
            **Architectural:**




1.
            Entrances:
                Entrances to individual Tenant space shall be in accordance with
                the
                Standard Project Detail Manual. Individual tenant entrances must
                be
                approved by Landlord.




2.
            Floors:
                Floor coverings used in all tenant spaces shall be subject to Landlord’s
                approval.




3.
            Partitions:




a.
            All
                interior partitions shall be of metal stud construction and shall
                have
                gypsum board finish on all sides with taped and spackled joints.
                Any
                combustible materials applied to partitions shall receive a fire
                retardant
                coating, proof of which shall be furnished to Landlord upon
                request.




b.
            Tenant
                to install sound insulation in partitions where space abuts public
                spaces
                and adjacent tenants, in accordance with Standard Project Detail
                Manual.




D-2




c.
            All
                partitions and columns are to be finished in accordance with Standard
                Project Detail Manual.




4.
            Door,
                frames and hardware:




a.
            All
                doors to be full height, material and finish to be as described in
                the
                Standard Project Detail Manual.




b.
            All
                door frames are to be hollow metal fully welded per Standard Project
                Detail Manual.




c.
            All
                hardware per Standard Project Detail Manual. All hardware to be commercial
                grade finish and labeled as required. All doors shall have 2 pair
                butts,
                wall or floor stops, kick plates, locksets and push plates as required.
                All doors shall have hardware as required by
                Code.




5.
            Ceilings:
                Ceilings will be installed throughout the Demised Premises. Finished
                ceiling height from structural concrete floor shall be 8'10." Ceiling
                system will be modular suspended grid system; double-tee suspension
                grid
                per Standard Project Detail Manual.




6.
            Base:
                All base will be per Standard Project Detail Manual. Base will be
                4" high
                wood base.




7.
            Special
                Uses and Modifications: All special uses and modifications will be
                subject
                to Landlord’s written approval.




a.
            Special
                Uses Restrooms, computer rooms, kitchens, vaults, and any item exceeding
                the live load limitations in this Exhibit "D" will be subject to
                Landlord’s specific written
                approval.




b.
            Modifications
                to Building: Stairs, elevators, dumbwaiter, penetrations and shaft
                areas
                will be subject to Landlord’s written
                approval.




8.
            Graphics:
                See Exhibit "C" for graphic
                requirements.




**E.**
            **Structural:**




1.
            Any
                alterations and/or additions and/or reinforcements to Landlord’s structure
                to accommodate Tenant’s Work shall be subject to prior written approval of
                Landlord. Tenant shall leave Landlord’s structure as strong or stronger
                than original design and with finishes unimpaired. All fireproof
                protection work shall be repaired by Landlord’s Contractor at Tenant’s
                expense.




2.
            Concrete
                floor penetrations and structural openings required by Tenant shall
                be
                performed by Tenant, at Tenant’s expense, to Landlord’s satisfaction.
                These items shall be engineered to accommodate existing conditions,
                and
                the plans therefor are subject to Landlord’s prior written
                approval.




3.
            Roof
                penetrations required by Tenant (cutting of roof and deck material
                and the
                repair of same) shall be performed by Landlord’s roofing contractor at
                Tenant’s expense.




4.
            Structural
                supports and curbing required for openings shall be performed by
                Tenant,
                at Tenant’s expense, to Landlord’s
                satisfaction.




**F.**
            **Mechanical:**




1.
            If
                Landlord determines, in its sole discretion, that as a result of
                Tenant’s
                use or operation of the Demised Premises, or Tenant’s design requirements
                being in excess of those design standards set forth in Exhibit "C,” that
                additional ventilation and air conditioning equipment is required
                for the
                Demised Premises, Landlord may, at its option, furnish and install
                at
                Tenant’s sole cost and expense, including plans and specifications, such
                additional ventilation and air conditioning equipment, which ventilation
                and air conditioning equipment may include but shall not be limited
                to the
                following:




a.
            Individual
                toilet/kitchen exhaust systems.




b.
            Additional
                equipment which may be required as a result of special Tenant conditions
                to cure any dissipation of unacceptable or contaminated
                air.




c.
            Devices
                or systems necessary to provide make up air for any Tenant installed
                system or appliance or Tenant’s operation, (e.g. hoods, special duct work
                and temperature control equipment).




D-3




d.
            Special
                devices and systems which may be required for the operation of Tenant’s
                business over and above the normal business hours of the Project,
                if
                permitted by Landlord.




2.
            It
                is understood and agreed that Tenant shall pay the cost of any of
                the
                equipment and devices required to be installed within the Demised
                Premises
                as aforesaid and shall reimburse Landlord within ten (10) days after
                billing for the costs and expenses incurred by Landlord in installing
                such
                equipment and devices plus an administrative charge of 15% of such
                costs
                and expenses incurred by Landlord.




3.
            Plumbing:
                Tenant shall not be required to install any plumbing in the Demised
                Premises. In the event that Landlord permits Tenant to install any
                plumbing within the Demised Premises, Tenant shall comply with the
                following:




a.
            All
                interior tenant plumbing shall be furnished and installed by Tenant.
                Tenant will connect its sewer piping to the sewer branch provided
                by
                Landlord at a point as directed by Landlord. Tenant will connect
                sanitary
                ventilation piping into Landlord’s system at points as directed by
                Landlord. Tenant shall provide all necessary toilet exhaust ventilation
                to
                a point as directed by Landlord in accordance with code requirements.
                Tenant shall provide within the Demised Premises an accessible clean-out,
                as directed by Landlord.




b.
            All
                plumbing lines shall be installed at locations as directed by
                Landlord.




c.
            Tenant
                shall furnish and install plumbing fixtures and distribution systems
                including all roughing-in and final connections for same. This shall
                include without limitation hot and cold water lines, drains and vents,
                electric water heaters and complete installation of and final connections
                to Tenant’s specialty equipment.




4.
            Any
                separate water and sewer service supplied to the Demised Premises
                is to be
                separately metered by Tenant per Standard Project Detail
                Manual.




5.
            Tenant
                shall install heating, air conditioning and ventilation as required
                by
                Exhibit "C.” Tenant shall furnish and install any required duct work off
                of the main duct for air distribution within the Demised Premises.
                In the
                event Tenant desires additional heating in the Demised Premises,
                then
                Tenant shall provide and install the same by use of electrical duct
                heaters to be located entirely within the Demised
                Premises.




6.
            Tenant
                shall furnish Landlord with plans and specifications for the heating,
                ventilating and air conditioning system to be installed by Tenant,
                which
                plans and specifications shall be reviewed by an outside engineer
                selected
                by Landlord. In connection with the outside engineer’s review of the plans
                and specifications for the heating, ventilating and air conditioning
                system, Tenant shall pay to Landlord the following
                fee:




a.
            If
                the Demised Premises contains less than 2,000 square feet of Rentable
                Area, then the fee shall be Three Hundred and 00/100 Dollars ($300.00),
                and




b.
            If
                the Demised Premises contains more than 2,000 square feet of Rentable
                Area, then the fee shall be Three Hundred and 00/100 Dollars ($300.00)
                plus Four Cents ($.04) per square foot of Rentable Area contained
                within
                the Demised Premises in excess of 2,000 square feet of Rentable
                Area.




**G.**
            **Electrical:**




1.
            Tenant
                shall furnish and install all electrical work for the Demised Premises,
                including the following:




a.
            Electric
                service to the Demised Premises as required by Exhibit
                "C.”




b.
            Panelboard(s),
                distribution center, conduits and all branch wiring, transformers,
                outlet
                boxes, feeders and final connections to all electrical
                devices.




c.
            All
                Tenant lighting fixtures, lamps, convenience outlets, time clocks,
                etc.,
                and all related conduits and wiring. All lighting fixtures shall
                be per
                Standard Project Detail Manual.




d.
            Telephone
                equipment, conduits and wire from central distribution point outside
                the
                Demised Premises to and within the Demised Premises and related items
                for
                same.




e.
            Television
                and security alarm equipment, if any, and all conduits, wiring and
                related
                items for same.




D-4




f.
            Exit
                and emergency lighting as required by governing codes and as per
                Standard
                Project Detail Manual.




g.
            The
                installation within the Demised Premises shall provide twenty percent
                (20%) spare circuit capacity available at panel
                boards.




h.
            No
                exterior antennas or aerials will be
                permitted.




**H.**
            **Fire
                Protection:**




Fire
      extinguishers and other equipment within the Demised Premises in accordance
      with
      Landlord’s insurance underwriters, applicable fire rating inspection bureau and
      Code requirements.




**I.**
            **Tenant’s
                Other Work:**




All
      other
      work to complete the Demised Premises except such work required of Landlord
      under Exhibit "C.”




**SECTION
      2: PROCEDURES AND SCHEDULES FOR THE COMPLETION OF DRAWINGS AND
      SPECIFICATIONS**




All
      prints, drawing information and other material to be furnished by Tenant as
      required hereinafter shall be addressed to: Gardens Plaza Investors, LLC, c/o
      Berwind Property Group, Ltd., 770 Township Line Road, Suite 150, Yardley, PA
      19067, Attention: Asset Manager.




**A.**
            **Space
                Layout Drawings:**




Following
      execution of this Lease, Landlord shall furnish Tenant with two (2) sets of
      prints of Space Layout Drawings, giving technical and design information
      relative to the Demised Premises.




**B.**
            **Design
                Drawings:**




1.
            Within
                thirty (30) days from receipt of Space Layout Drawings from Landlord,
                Tenant shall submit to Landlord (i) one set of CAD Plans, (ii) four
                (4)
                sets of prints, and (iii) one (1) set of reproducible transparencies
                of
                Design Drawings, showing intended design and finishing of the Demised
                Premises ("Design Drawings"). Tenant’s Design Drawings shall comply with
                all provisions of this Lease, the Exhibits and the Standard Project
                Detail
                Manual. Said Design Drawings shall include, but not be limited to,
                the
                following:




a.
            Architectural
                Design of Space, including
                drawings.




b.
            Electrical
                System: Floor and reflected ceiling plans showing outlets, type of
                lighting fixtures if other than building standard, other electrical
                equipment contemplated, location of panel and switchboards, and service
                design to Landlord’s distribution
                center.




c.
            Plumbing
                System: Location and type of fixtures including plumbing layout,
                if
                any.




d.
            HVAC
                System: Complete layout of system. Location and type of unit for
                special
                individual Tenant air conditioning (if permitted) in addition to
                central
                system.




e.
            Sample
                of all materials and finishes.




2.
            After
                receipt of Design Drawings, Landlord shall return to Tenant one (1)
                set of
                prints of Design Drawings with its suggested modifications and/or
                approval.




3.
            If
                Design Drawings are returned to Tenant with comments, but not bearing
                approval of Landlord, said Design Drawings shall be immediately revised
                by
                Tenant and resubmitted to Landlord for approval within ten (10) days
                of
                their receipt by Tenant.




**C.**
            **Working
                Drawings and
                Specifications:**




1.
            Following
                the date on which Design Drawings bearing Landlord’s approval (with or
                without suggested modifications) are returned to Tenant, Tenant shall
                authorize its Architect to proceed with the preparation and completion
                of
                working drawings and specifications for Tenant’s Demised Premises based on
                the Design Drawings as approved by
                Landlord.




D-5




2.
            Tenant
                shall engage a Professional Engineer and/or Architect registered
                in the
                State of Florida for the purpose of preparing working drawings and
                specifications for the Demised Premises. Working drawings and
                specifications shall be prepared in strict compliance with the Lease,
                the
                Exhibits and the Standard Project Detail Manual, including, without
                limitation, the requirements as set forth in Section 2 of this
                Exhibit and shall adhere to the Design Drawings as approved by Landlord.
                Tenant shall cause all working drawings and specifications to be
                sealed
                with the seals of such professionals as are required to obtain all
                permits
                and approvals. All working drawings and specifications shall be submitted
                by Tenant, in the form of one (1) set of reproducible prints and
                three (3)
                sets of blueline prints, to Landlord for approval within ten (10)
                days
                from receipt by Tenant of Landlord’s approval of Design Drawings. Tenant
                shall cause its Architect and all other professionals employed by
                Tenant
                in connection with the preparation of the working drawings and
                specifications to field inspect the Demised Premises. The fees for
                Tenant’s Architect and other professionals shall be paid by
                Tenant.




3.
            Landlord
                shall have the right to require all the work which does not comply
                with
                any of Tenant’s working drawings and specifications to be
                corrected.




4.
            Any
                submission by Landlord or its Architect to Tenant which is neither
                approved nor disapproved within five (5) business days after submission
                shall be conclusively deemed to be approved by
                Tenant.




**D.**
            **Certificate
                of Acceptance:**




1.
            Upon
                the completion of Tenant’s construction within its Demised Premises,
                Landlord shall inspect the Demised Premises, and if such premises
                are
                acceptable, shall issue a Certificate of Acceptance of said premises.
                The
                issuing of such a Certificate shall be contingent upon all of the
                following which shall be done by Tenant and/or furnished to Landlord
                by
                Tenant, and which Tenant hereby covenants to
                do:




a.
            The
                satisfactory completion by Tenant of the work to be performed by
                Tenant
                under this Lease, the Exhibits and the Standard Project Detail Manual,
                in
                accordance with the working drawings and specifications therefor,
                as
                approved by Landlord.




b.
            Waivers
                and Releases of Liens and sworn statements, in such form as may be
                required by Landlord, from all persons performing labor and/or supplying
                materials in connection with such work showing that all of said persons
                have been compensated in full.




c.
            A
                detailed breakdown of Tenant’s final and total construction costs,
                together with receipted invoices showing payment
                thereof.




d.
            Warranties
                for workmanship, materials and equipment as required in Section 3
                of this
                Exhibit "D.”




e.
            Tenant
                shall have paid Landlord all sums due Landlord with respect to the
                performance of Tenant’s Work and for all other work for which Tenant is
                required to reimburse or pay
                Landlord.




f.
            A
                duly issued Certificate of Occupancy for the Demised
                Premises.




g.
            A
                duly issued electrical Certificate as required by Landlord or its
                fire
                underwriter.




h.
            A
                complete set of "As-Built" drawings and CAD Plans showing the location
                of
                all improvements installed by
                Tenant.




2.
            All
                references in the Lease, this Exhibit and other Exhibits to Landlord’s
                Architect and Landlord’s Engineer shall refer to, at Landlord’s option,
                Landlord’s Project Manager and/or Tenant
                Coordinator.




**SECTION
      3: PROCEDURE AND SCHEDULES FOR THE CONSTRUCTION OF THE DEMISED PREMISES BY
      TENANT**




**A.**
            **Commencement
                of Construction:**




Tenant
      shall commence construction of the Demised Premises not later than fifteen
      (15)
      days from either of the following dates, whichever shall be the later to occur,
      and shall complete such construction with all due diligence:




1.
            The
                date of written notice from Landlord to Tenant that Landlord has
                substantially completed the work to be performed by Landlord (other
                than
                such work which cannot be performed by Landlord until Tenant makes
                the
                Demised Premises ready for the performance thereof) and that the
                Demised
                Premises are ready for Tenant’s Work,
                or




D-6




2.
            The
                date on which working drawings and specifications for the Demised
                Premises
                are approved by Landlord.




**B.**
            **General
                Requirements:**




1.
            All
                contractors engaged by Tenant shall be bondable, licensed contractors,
                possessing good labor relations, capable of performing quality workmanship
                and working in harmony with Landlord’s General Contractor and other
                Contractors on the job. All work shall be coordinated with the general
                project work and be done in a workmanlike manner to the complete
                satisfaction of Landlord.




2.
            Construction
                shall comply in all respects with all applicable Federal, State,
                County
                and Local statutes, ordinances, regulations, laws, rules, orders
                and
                codes, and construction shall not commence unless Tenant shall have
                obtained and furnished to Landlord evidence that a building permit
                has
                been granted from the governing body issuing such permits. Landlord
                may,
                at its option, pay the cost for the approval and/or building permits,
                as
                aforesaid, and Tenant shall reimburse Landlord for the cost
                thereof.




3.
            In
                addition to Landlord’s rights to perform all or any portion of Tenant’s
                Work as set forth in the Lease, Landlord shall have the right to
                perform
                on behalf of and for the account of Tenant any of Tenant’s Work which
                Landlord determines shall be so performed. Such work shall be limited
                to
                work which Landlord deems necessary to be done on an emergency basis
                or
                which pertains to structural components, the general utility systems
                for
                the Project or the erection of temporary safety barricades and temporary
                signs, per Landlord’s Standard Project Detail Manual, during construction
                and/or the period following the opening of the Project. Any Tenant
                work
                performed by Landlord here under shall be reimbursed by Tenant to
                Landlord
                within ten (10) days after Landlord’s statement
                therefor.




4.
            Tenant’s
                Work shall be subject to inspection of Landlord, Landlord’s Architect and
                its General Contractor.




5.
            Tenant
                shall apply and pay for all electric meters and water
                meters.




6.
            Tenant
                shall submit to Landlord by certified mail, at least ten (10) days
                prior
                to the commencement of construction, the
                following:




a.
            The
                names and addresses of the General, Mechanical and Electrical Contractors
                Tenant intends to engage in the construction of its Demised
                Premises.




b.
            The
                actual commencement date of construction and the estimated date of
                completion of construction work, fixturing work, and date of projected
                opening.




c.
            Evidence
                of insurance as called for herein Tenant shall secure, pay for and
                maintain, or cause its contractor(s) to secure, pay for and maintain,
                during the construction and fixturing work within the Demised Premises,
                all of the insurance policies required and in the amounts as set
                forth
                herein. Tenant shall not permit its contractor(s) to commence any
                work
                until all required insurance has been obtained and certified copies
                of
                policies have been delivered to
                Landlord.




Insurance:
      Tenant shall secure, pay for and maintain, or cause its contractor(s) to secure,
      pay for and maintain during the construction and fixturing work within Demised
      Premises, the following insurance and in the amounts as set forth
      below.




i.
            Tenant’s
                General Contractor’s and Subcontractors’ Required Minimum Coverages and
                Limits of Liability:




(a)
            Worker’s
                Compensation, Employer’s Liability Insurance with minimum limits of the
                greater of One Hundred Thousand and 00/100 Dollars ($100,000.00)
                or the
                amount as required by state law and any insurance required by any
                Employee
                Benefits Act or other statutes applicable where the work is to be
                performed.




(b)
            Commercial
                General Liability Insurance (including Contractor’s Protective Liability)
                in an amount not less than One Million and 00/100 Dollars ($1,000,000.00)
                per person and Three Million and 00/100 Dollars ($3,000,000.00) per
                occurrence, whether involving bodily injury liability (or death resulting
                therefrom) or property damage liability or a combination thereof
                with a
                minimum aggregate limit of Three Million and 00/100 Dollars
                ($3,000,000.00). Such insurance shall also provide for coverage for
                damage
                caused by, but not limited to, blasting, explosion, collapse, structural
                injury and/or coverage for damage to underground utilities, and
                contractual liability coverage and shall insure the General Contractor
                and/or Subcontractors against any and all claims for bodily injury,
                including death resulting therefrom and damage to the property of
                others
                and arising from his operations under the Contract and whether such
                operations are performed by the General Contractor, subcontractors
                or any
                of their subcontractors, or by anyone directly or indirectly employed
                by
                any of them.




D-7




(c)
            Comprehensive
                Automobile Liability Insurance, including the ownership, maintenance
                and
                operation of any automobiles, trucks, trailers, tractors, motorcycles
                or
                other automotive equipment, owned, hired, and non-owned in the following
                minimum amounts:




(i)
      Bodily injury, each person $1,000,000.00




(ii)
      Bodily injury, each occurrence $3,000,000.00




(iii)
      Property damage liability $
      250,000.00




(d)
            Such
                insurance shall insure the General Contractor and/or Subcontractors
                against any and all claims for bodily injury, including death resulting
                therefrom and damage to the property of others arising from his operations
                under the Contract and whether such operations are performed by the
                General Contractor, Subcontractors, or any of their Subcontractors
                or by
                anyone directly or indirectly employed by any of
                them.




ii.
            Tenant’s
                Protective Liability Insurance. Tenant shall provide Owner’s Protective
                Liability Insurance as will insure Tenant against any and all liability
                to
                third parties for damage because of bodily injury liability (or death
                resulting therefrom) and property damage liability of others or a
                combination thereof which may arise from work in the completion of
                the
                Demised Premises, and any other liability for damages which the General
                Contractor and/or Subcontractors are required to insure under any
                provisions herein. Landlord and Landlord’s Architect shall be named as
                additional insureds and the insurance policies shall contain a clause
                that
                ten (10) days prior written notice must be given to Landlord before
                cancellation. Said insurance shall be provided in minimum amounts
                as
                follows:




(a)  Bodily
      injury, each person $1,000,000.00




(b)  Bodily
      injury, each occurrence $3,000,000.00




(c)  Property
      Damage, each occurrence $1,000,000.00




(d)  Property
      Damage, aggregate $1,000,000.00




iii.
            Tenant’s
                All-Risk and Builders’ Risk Insurance. Tenant shall provide a completed
                Value Form “All Physical Loss” Builders’ Risk coverage on its work in the
                Demised Premises as it relates to the building within which the Demised
                Premises is located, naming the interests of Landlord, its General
                Contractor and all Subcontractors, as their respective interest may
                appear.




iv.
            All
                insurance policies shall name Landlord, any mortgagee of the Project
                or
                any portion thereof and Landlord’s General Contractor, as additional
                insureds. Certificates of insurance shall provide that no change
                or
                cancellation of such insurance coverage shall be undertaken without
                thirty
                (30) days prior written notice to Landlord. Tenant’s Contractor shall
                deliver the necessary insurance certificates to Landlord prior to
                commencing work.




D-8




1.
                Such other insurance as Landlord may reasonably require.




2.
                All of the foregoing policies of insurance shall be in amounts which
                meet
                Landlord’s minimum requirements for such insurance; which requirements may
                be re-determined by Landlord at any time, and from time to time,
                in its
                commercially reasonable judgment.




7.
            On
                the completion of Tenant’s work, all facilities shall be in full use
                without defects.




8.
            On
                the completion of Tenant’s work, warranties (one (1) year minimum) on all
                work materials and equipment as required by Landlord shall be provided
                to
                Landlord by Tenant.




9.
            All
                work performed by Tenant during the Term shall be performed so as
                to cause
                a minimum of interference with other tenants and the operation of
                the
                Project. Tenant will take all precautionary steps to protect its
                facilities and the facilities of others affected by Tenant’s Work and
                properly police same. Construction equipment and materials are to
                be
                located in confined areas and truck traffic is to be routed in and
                from
                the site as directed by Landlord so as not to burden the construction
                and/or operation of the Project.




10.
            Landlord
                shall have the right to order any Tenant or Tenant’s Contractor who
                violates the above requirements to cease work, and to remove himself,
                his
                equipment and his employees from the
                Project.




11.
            Tenant
                shall pay or reimburse Landlord, as the case may be, for any fees,
                sums or
                other charges billed to Tenant or Landlord by any municipal or other
                governmental authority, entity or body arising out of or resulting
                from
                the performance of work within the Demised Premises or services to
                be
                provided to the Project. If any such fees, sums or other charges
                are not
                specifically imposed on account of the Demised Premises but includes
                the
                Demised Premises then Tenant shall be required to pay its allocable
                portion thereof as reasonably determined by
                Landlord.




12.
            No
                approval or consent by Landlord is valid unless in writing, signed
                by
                Landlord.




13.
            If
                Tenant enters the Demised Premises prior to the completion of Landlord’s
                Work as set forth in Exhibit "C" hereof, then Tenant shall be deemed
                to
                have assumed the risk of loss and damage to Landlord’s Work regardless of
                the cause of said loss or damage to Landlord’s
                Work.




**C.**
            **Temporary
                Facilities During
                Construction:**




1.
            Utility
                costs or charges for any service to the premises shall be the
                responsibility of Tenant from the date Tenant is obligated to commence
                Tenant’s Work.




2.
            During
                construction, temporary electrical service (110 volt) may be provided
                by
                Landlord. Tenant shall request, in writing, permission to connect
                temporary lines in the power source for service to its premises.
                If
                provided by Landlord, the cost to Tenant for this service will be
                One
                Hundred Fifty And 00/100 Dollars ($150.00) per month or Fifteen Cents
                ($.15) per square foot of Rentable Area of the Demised Premises,
                per
                month, whichever is greater. Payment is to be remitted to Landlord
                by the
                first of each month, after service is
                initiated.




3.
            During
                the period from the commencement of Tenant’s Work through the date that
                Tenant begins using the Demised Premises for its intended purpose,
                Tenant
                shall deposit all of its trash and debris in trash dumpsters provided
                by
                Landlord. Landlord shall provide trash removal service for such dumpsters.
                During such period, Tenant shall pay Landlord for such trash removal
                service a sum equal to TWENTY CENTS ($.20) per square foot of Rentable
                Area of the Demised Premises per month; such sum to be paid to Landlord
                within ten (10) days after billing therefor from time to time. Tenant
                shall not permit trash to accumulate within the Demised Premises
                or any
                other portion of the Project. Should this situation develop and Landlord
                be forced to remove Tenant’s trash, Tenant shall pay Landlord the cost to
                remove such accumulation of trash plus a (15%) administrative charge
                within ten (10) days after being billed
                therefor.




**D.**
            **Changes
                in Tenant’s Work:**




Tenant
      shall not have the right to make any changes, alterations or modifications
      to
      the working drawings and specifications as approved by Landlord pursuant to
      Section 7.02(b) of this Lease. In the event that Landlord performs Tenant’s Work
      and Tenant requests and Landlord approves any changes, alterations or
      modifications to the working drawings and specifications, then the Cost of
      Tenant’s Work shall be adjusted to the amount as determined by Landlord, which
      adjustment shall, to the extent that it is an increase in the Cost of Tenant’s
      Work, be paid by Tenant to Landlord as an Additional Charge under the
      Lease.




D-9


**EXHIBIT
      “E”**




**CLEANING
      SCHEDULE**




**A.**
            **GENERAL
                CLEANING**




**I.**
            **Office
                Area**




**(a)**
            **Daily**:
                (Monday through Friday excluding
                holidays)




1.
            Empty
                waste receptacles. Landlord has the option of using trash
                liners.




2.
            Dust
                and sweep all uncarpeted areas using dust and damp
                mop.




3.
            Vacuum
                all rugs and carpeted areas. Spills will be cleaned as discovered
                or
                reported.




4.
            Clean
                all drinking fountains and water
                coolers.




5.
            Entrance
                glass doors are to be spot cleaned.




**(b)**
            **Weekly:**




1.
            Sweep
                and wet mop uncarpeted areas.




2.
            Dust
                within normal reach all horizontal surfaces of office furniture,
                equipment, ledges, grill work and sills, remove fingerprints, smears
                and
                smudges, using chemically treated dust cloths. No items will be moved
                or
                removed from horizontal surfaces while
                dusting.




3.
            Telephones
                are to be disinfected.




**(c)**
            **Monthly:**




1.
            Dust
                all vertical surfaces of office furniture and
                equipment.




**(d)**
            **Quarterly:**




1.
            All
                high and low dusting is to be
                performed.




2.
            Sweeping
                along edges, vacuuming underneath furniture and in corners are to
                be
                performed.




3.
            Horizontal
                blinds are to be dusted.




**II.**
            **Lavatories**




**(a)**
            **Daily**:
                (Monday through Friday excluding
                holidays)




1.
            Sweep
                and wash floors with germicidal
                cleaner.




2.
            Wipe
                clean all mirrors, shelves, bright metal work, flushometers and
                piping.




3.
            Scour,
                wash, and disinfect with germicide all wash basins, commodes and
                urinals.




4.
            Wash
                and disinfect both sides of commode
                seat.




5.
            Empty
                and clean paper towel and sanitary disposal
                receptacles.




6.
            Refill
                tissue holders, soap dispensers, towel dispensers and sanitary napkin
                dispensers.




7.
            Spot
                wash all tile and partitions where
                needed.




8.
            Trash
                receptacles are to be emptied.




**(b)**  **Monthly:** Wash
      all
      wall tile and partitions.




**(c)**  **Semi-Annually:** Clean
      grout and tile and machine scrub lavatory floors




E-1


**EXHIBIT
      “F”**




**RULES
      AND REGULATIONS**




**I.**
            Tenant
                shall not perform or permit any of the following acts to be performed
                by
                Tenant or its agents, employees, Tenant’s Contractors or
                invitees:




(1)  Occupy
      the Demised Premises in any other manner or for any other purpose than as set
      forth in this Lease.




(2)  Use
      or
      operate any machinery that, in Landlord’s opinion, is harmful to the Project or
      disturbing to tenants occupying other parts thereof. In the event certain
      construction work or procedures will create excessive noise or other
      disturbance, then such work shall be performed during non-business hours so
      as
      to avoid interfering with other tenants’ businesses being conducted within the
      Project.




(3)  Place
      any
      weights in any portion of the complex beyond the safe carrying capacity of
      the
      structure. Landlord reserves the right to prescribe the weight and position
      of
      all safes and heavy equipment and installations which must be placed so as
      to
      distribute the weight. Business machines and mechanical equipment shall be
      placed and maintained by Tenant at Tenant’s expense in settings sufficient in
      Landlord’s judgment to absorb and prevent vibration, noise and
      annoyance.




(4)  Manufacture
      any commodity, or prepare or dispense any foods or beverages in the Demised
      Premises.




(5)  Vacate
      or
      desert the Demised Premises during the Term, or permit the same to be empty
      or
      unoccupied.




(6)  Permit
      any odor, noise, sound or vibration which may, in Landlord’s reasonable
      judgment, in any way tend to impair the use of any part of the Project or
      interfere with the business and/or occupancy of any other tenants, or make
      or
      permit any disturbances of any kind in the Project.




(7)  Obstruct
      any plaza, galleria, promenade, corridors, sidewalks, halls, passageways,
      elevators, stairways or other Common Areas within the Project, nor use the
      same
      for any purpose other than ingress and egress to and from the Demised Premises,
      or use the same as a waiting room or lounging place for Tenant or its employees
      or invitees.




(8)  Cover
      the
      windows and doors, except as directed by Landlord.




(9)  Use
      or
      permit any of the toilet rooms, water closets, sinks or other apparatus or
      system to be used for any purpose other than those for which they were
      constructed, or permit any sweepings, rubbish, rags, ashes, chemicals, or refuse
      or other unsuitable substances to be thrown or placed therein.




(10)  Place
      or
      allow to be placed any items on the outside of any building of the Project,
      on
      the windows, window sills or projections thereof or outside the blinds of the
      Demised Premises or any blinds located within the Project.




(11)  Inscribe,
      paint or affix or permit to be inscribed, painted or affixed any sign,
      advertisement or notice on any part of the Project, inside or out, including
      the
      lobbies and elevators.




(12)  Bring
      in
      or remove from the Project any heavy or bulky object except by experienced
      movers or riggers approved in writing by Landlord, it being understood that
      Tenant shall notify Landlord or its authorized agent or superintendent of the
      weight and size of the object involved and as to the time, method and manner
      for
      receiving the same; nor receive or remove from the complex any furniture or
      freight except during delivery hours as shall be designated by Landlord or
      authorized agent or building superintendent, such objects to be taken to or
      from
      the Demised Premises by elevator, unless otherwise ordered by Landlord.
      Notwithstanding said consent of Landlord, Tenant shall indemnify Landlord for,
      and hold Landlord harmless and free from damages sustained by person or property
      and for any damages or monies paid out by Landlord in settlement of any claims
      or judgments, as well as for all expenses and attorney’s fees, incurred in
      connection therewith and all costs incurred in repairing any damage to the
      complex or appurtenances.




(13)  Keep
      any
      animals, bicycles or vehicles of any kind in or about the Demised
      Premises.




(14)  Use
      or
      allow to be used in or about the Demised Premises any article or substance
      having an offensive odor, such as, but not limited to ether, naphtha,
      phosphorus, benzole, gasoline, benzine, petroleum or any product thereof, crude
      or refined earth or coal oils, flashlight powder, or other explosives, kerosene,
      camphene, burning fluid or any dangerous explosive or rapidly burning matter
      or
      material of any kind.




(15)  Enter
      upon the roof of any building within the Project.




(16)  Lay
      or
      put upon the floors, any varnish, stain, paint, linoleum, oil cloth, rubber
      or
      other air-tight covering (except carpeting), or fasten any articles or drill
      any
      holes, nails or screws to the walls, doors or partitions or paint, paper or
      otherwise cover the same or mark or break the same.




(17)  Keep
      upon
      or attach to the Demised Premises any goods or chattels which are the subject
      of
      a security agreement or other secured transaction, and Tenant hereby agrees
      that
      all goods, property and chattels to be used or kept or to be attached upon
      the
      Demised Premises shall be owned by Tenant or leased by Tenant, provided,
      however, that no such leased goods, property or chattels shall be leased with
      the understanding that they shall be exempt from levy for rent, Base Annual
      Rent, Additional Charges or any other charges herein reserved as
      rent.




F-1


(18)  Use
      electricity in the Demised Premises in excess of the capacity of any of the
      electrical conductors and equipment in or otherwise serving the Demised Premises
      nor connect any additional fixtures, appliances or equipment other than lamps,
      typewriters and similar small office machines to the building electric
      distribution system or make any alteration or addition to the electric system
      of
      the Demised Premises.




(19)  Use
      any
      part of the Demised Premises as sleeping rooms or apartments.




(20)  Use
      or
      occupy the Demised Premises or permit or suffer the same to be used or occupied
      in violation of the use regulation permit or statement of occupancy issued
      for
      said building or the Project or in violation of any statute, ordinance or any
      requirement of any public authority. In the event that any public authority
      shall hereafter at any time contend and/or declare by notice, violation, order
      or in any other manner whatsoever that the Demised Premises are used for a
      purpose which is a violation of such permit, statement of occupancy, statute,
      ordinance or other requirement, Tenant shall, forthwith upon written notice
      from
      Landlord, immediately discontinue such use of said Demised Premises. The
      statement in this Lease of the nature of the business to be conducted by Tenant
      in the Demised Premises or use of the Demised Premises by Tenant shall not
      be
      deemed or construed to constitute are presentation or guarantee by Landlord
      that
      such business is lawful or permissible under said permit or statement of
      occupancy or otherwise permitted by law.




(21)  Attach
      any awnings, antennae or other projection to the roof or outside walls of the
      Demised Premises, the building or the Project.




(22)  Waste
      electricity or water in the building or Demised Premises and shall cooperate
      fully with Landlord to assure the most effective operation of the building
      heating and air conditioning system.




(23)  Install
      additional or different locks or bolts or revise the card access system. Tenant
      shall return all keys and access cards to Landlord upon termination of
      Lease.




(24)  Allow
      peddlers or solicitors in the Project and shall report such persons to
      Landlord.




(25)  Engage
      or
      pay any employees of the Project without approval from Landlord.




(26)  Parking
      of automobiles except in parking spaces allocated to Tenant. Landlord may,
      but
      in no event be obligated to, tow any automobiles of Tenant’s employees which are
      parked in other than allocated spaces and the cost of such towing shall be
      reimbursed by Tenant to Landlord.




(27)  Repair
      or
      replace any electric lamps, lights, bulbs, lighting fixtures or glass windows
      in
      the Demised Premises, as from time to time shall be necessary. Tenant shall
      advise Landlord of the necessity of all such repairs and replacements and Tenant
      shall pay to Landlord the cost to repair, replace and install the same, upon
      demand.




(28)  Permit
      the overnight parking of automobiles by Tenant or its employees anywhere within
      the Project. In addition, if Tenant or any of its employees enter the employee
      parking area after 5 p.m. then they shall park only in such areas as may be
      designated by Landlord for after-hours parking.




(29)  Permit
      smoking of any tobacco products anywhere within the Project, except in smoking
      areas specifically designated by Landlord.




(30)  If
      the
      Demised Premises include access to a terrace, the following rules shall
      apply:




(a)  No
      smoking shall be permitted on the terrace




(b)  No
      furniture, planters or other personal property shall be placed on the terrace
      without the prior, written consent of Landlord, which may be arbitrarily
      withheld.




(c)  In
      the
      event of a tropical storm or hurricane watch or warning, Tenant shall
      immediately bring all personal property in from the terrace and shall keep
      the
      terrace vacant until such watch or warning is lifted.




(d)  The
      door
      from the terrace into the Demised Premises shall be kept closed at all
      times.




(e)  The
      door
      from the terrace to the Demised Premises shall be locked except during business
      hours.




(f)  The
      drains on the terraces shall not be blocked by any personal property or any
      debris.




**II.**
            Landlord
                shall have the right, but shall be under no obligation, to do the
                following things (at any time or times and from time to time) in
                or about
                the Demised Premises and the
                Project:




(1)  Control
      and prevent access to any part of the Project by all persons whose presence
      in
      the judgment of Landlord, or Landlord’s employees, will be prejudicial to the
      safety, character, reputation or interest of the Project and its respective
      lessees.




F-2


(2)  Prevent
      access to the Project by any person during any invasion, mob, riot, public
      disturbance or other commotion by closing the doors or otherwise.




(3)  During
      any time other than business hours, refuse access to the Project to any person
      unless any such person seeking admission is known by the watchman or other
      person in charge of the security of the Project to have the right to enter
      the
      Project or the Demised Premises, unless such person is properly identified
      and
      produces a key to the Demised Premises.




(4)  Prescribe
      the method and manner in which any merchandise, furniture or heavy or bulky
      objects shall be brought in or taken out of the Project and the hours when
      the
      same shall be done as well as the right to limit and prescribe the weight,
      size
      and proper position thereof.




(5)  Install,
      place upon or affix to the roof or exterior walls of the Demised Premises and/or
      the Project, equipment, signs, displays, antennae and any other object or
      structure of any kind provided the same shall not interfere with Tenant’s
      occupancy.




(6)  Maintain
      either manually operated elevator service or automatic operated elevator
      service, or part one and part the other, and change in whole or in part from
      one
      to the other.




**III.**
            Landlord
                shall not be responsible to Tenant for the non-observance or violation
                by
                any other tenant of any of the rules and regulations as set forth
                herein,
                as the same may be modified, amended, altered or expanded, or for
                the
                violation by any tenant of any of the terms, covenants and conditions
                of
                such tenant’s lease. Furthermore, Landlord shall not be responsible for
                any waiver or failure to enforce any of the rules and regulations,
                as the
                same may be modified, amended, altered or expanded, or for the waiver
                or
                failure by Landlord to enforce against a tenant any of the terms
                covenants
                and conditions set forth in that tenant’s
                lease.




F-3


**EXHIBIT
      “G”**




**DEFINITIONS**




The
      following are definitions of terms contained within the Lease and wherever
      used
      in the Lease shall have the meaning defined below.




(a)  **“Additional
      Charges”** or
“ **Additional
      Charge”** - The
      term “Additional Charges” or “Additional Charge” as used herein shall mean all
      sums of money and charges required to be paid by Tenant under this Lease
      (exclusive of Base Annual Rent) which sums shall be considered as additional
      rent under this Lease whether or not the same be designated as additional rent,
      “Additional Charges” or “Additional Charge.” Additional Charges shall include,
      but not be limited to, (i) sales tax on Base Annual Rent, (ii) “Taxes” (as
      hereinafter defined in Section 4.01), (iii) “Common Area Expenses” (as
      hereinafter defined in Section 5.01.) and (iv) sales tax on any other sum,
      or
      charge, due under the Lease. Unless specifically set forth otherwise in this
      Lease, all Additional Charges under this Lease shall be paid in the same time
      and manner as Base Annual Rent is required to be paid in Section 3.01
      hereinabove.




(b)  **“Common
      Areas”** - The
      term “Common Areas” means all areas and all improvements thereto which may from
      time to time be located within the Project or installed by Landlord to serve
      the
      Project and which are not held for the exclusive use of Tenant or any other
      tenant of the Project. Common Areas shall include, without limitation, all
      entrances, exits, driveways, delivery passages, parking garages, loading docks,
      trash container/compactors, roofs, manager’s office, ramps, tunnels, basements,
      sidewalks, stairways, stairwells, skyways, all exterior surfaces of any
      buildings or other improvements located within the Project, walkways, balconies,
      terraces, traffic and directional signage, signs, fountains, parks, seating
      areas, courtyards, lobbies, promenades, hallways, corridors, equipment rooms
      and
      telephone rooms, heating, ventilating and air conditioning systems, electrical
      systems, mechanical rooms, elevators, elevator lobbies, elevator shafts,
      escalators, landscaped and planted areas, storage rooms, cleaning and equipment
      rooms, restrooms, transformers, telephone rooms and comfort and first aid
      stations, utility lines and other areas, facilities, equipment and
      improvements.




(c)  **“Delivery
      Date”** - The
      term “Delivery Date” shall mean the date when Landlord gives Tenant notice that
      Landlord has substantially completed Landlord’s Work as described in Exhibit “C”
such that Tenant is able to perform Tenant’s Work without unreasonable
      interference.




(d)  **“Project”** - The
      term “Project” shall mean that certain real property located in the City of Palm
      Beach Gardens, Palm Beach County, Florida, as more particularly described in
      Exhibit “B” of the Lease and the development thereon as the same may exist from
      time to time, which shall include, but not be limited to, all buildings, parking
      garage structures, courtyards, fountains, streets, landscaped areas, parks,
      and
      other improvements and amenities which are constructed and developed on the
      said
      real property, together with such other facilities and improvements as the
      same
      may exist from time to time which are not within said real property but are
      used
      in conjunction with the operation of the Project.




(e)  **“Rentable
      Area”** - The
      term “Rentable Area” shall mean the square footage contained within the Demised
      Premises as set forth on the Lease Summary, which figure shall be conclusively
      binding upon Landlord and Tenant. The Rentable Area of any building shall
      include all elements within the dominant exterior wall surface of such building,
      exclusive of vertical penetrations such as stairwells, elevator shafts and
      vertical mechanical penetrations and those areas devoted exclusively to the
      use
      and operation of the Parking Garage.




(f)  **“Rent
      Commencement Date”** - The
      term “Rent Commencement Date” shall be the same date as the Commencement
      Date.




(g)  **“Tenant’s
      Proportionate Share”** - For
      all purposes under this Lease, Tenant’s Proportionate Share shall be a fraction,
      the numerator of which shall be the rentable area contained in the Demised
      Premises and the denominator of which shall be the rentable area contained
      within the Project, excluding the total rentable area in all excluded parcels,
      if any, as of the first day of the calendar month for which the computation
      is
      made. Tenant’s Proportionate Share is initially 8.49%.




(h)  **“Term”** - The
      term “Term” shall mean the initial term as set forth in Section 2.01 and
      any additional period of time for which the initial term shall be extended
      or
      renewed pursuant to the terms and conditions contained herein or as otherwise
      provided in any written agreement between Landlord and Tenant.




(i)  **“Lease”** - The
      term “Lease” shall mean this agreement including without limitation all Riders,
      Exhibits, Schedules annexed thereto and made a part thereof, and all amendments,
      supplements or any other agreement respecting this agreement as may be executed
      between the parties hereto or their respective successors and
      assigns.




(j)  **“Lease
      Month”** -
      The
      term “Lease Month” shall be defined as those successive calendar month periods
      beginning with the Rent Commencement Date and continuing throughout the Term;
      provided, however, if the Rent Commencement Date is a day other than the first
      day of a calendar month, then the first Lease Month shall include that period
      of
      time from the Rent Commencement Date up to the first day of the next calendar
      month, and each subsequent Lease Month shall be a calendar month period
      beginning on the first day of such month.




G-1


(k)  **“Lease
      Year”** -
      The
      term “Lease Year” shall be defined as that twelve (12) month period during the
      Term commencing on the Rent Commencement Date or the annual anniversary thereof,
      as may be applicable; provided, however, that if the Rent Commencement Date
      is a
      day other than the first day of a calendar month, then the first Lease Year
      shall include that period of time from the Rent Commencement Date up to the
      first day of the next calendar month, and any subsequent Lease Year shall be
      the
      twelve (12) month period beginning on the first day of such month.




(l)  **“Tenant’s
      Work”** - The
      term “Tenant’s Work” shall mean the work to be performed pursuant to Exhibit “D”
of the Lease, if any.




G-2


**EXHIBIT
      “H”**




**INTENTIONALLY
      DELETED**




H-1


**EXHIBIT
      “I”**




**TENANT’S
      BANKRUPTCY**




In
      the
      event of Tenant’s Bankruptcy, Landlord at its option may, in addition to all
      other rights and remedies provided in the Lease at law or in equity, terminate
      this Lease by giving written notice to Tenant. If termination of this Lease
      shall be stayed by order of any court having jurisdiction over any bankruptcy
      or
      insolvency proceeding or by federal or state statute, then, following the
      expiration of any such stay, or if Tenant or Tenant as debtor-in-possession
      or
      the trustee appointed in any such proceeding (being collectively referred to
      as
“Tenant” only for the purposes of this Exhibit “I”) shall fail to assume
      Tenant’s obligations under this Lease within the period prescribed therefor by
      law or within fifteen (15) days after entry of the order for relief or as may
      be
      allowed by the court, or if Tenant shall fail to provide adequate protection
      of
      Landlord’s right, title and interest in and to the Demised Premises or adequate
      assurance of the complete and continuous future performance of Tenant’s
      obligation under this Lease, Landlord, to the extent permitted by law or by
      leave of the court having jurisdiction over such proceeding, shall have the
      right, at its election, to terminate this Lease on fifteen (15) days’ notice to
      Tenant and upon the expiration of said fifteen (15) day period this Lease shall
      cease and expire as aforesaid and Tenant shall immediately quit and surrender
      the Demised Premises as aforesaid. Upon the termination of this Lease as
      provided above, Landlord, without notice, may re-enter and repossess the Demised
      Premises using such force for that purpose as may be necessary without being
      liable to indictment, prosecution or damages therefor and may dispossess Tenant
      by summary proceedings or otherwise. For the purposes of this Lease, adequate
      protection of Landlord’s right, title and interest in and to the Demised
      Premises, and adequate assurance of the complete and continuous future
      performance of Tenant’s obligations under this Lease, shall include, without
      limitation, the following requirements:




1.  that
      Tenant comply with all of its obligations under this Lease, including, without
      limitation that:




(a)  Tenant
      pay to Landlord, on the first day of each month occurring subsequent to the
      entry of such order, or the effective date of such stay, a sum equal to the
      amount by which the Demised Premises diminished in value during the immediately
      preceding monthly period, but, in no event, shall such amount be less than
      the
      aggregate Base Annual Rent, Common Area Expenses and Additional Charges payable
      for such monthly period;




(b)  Tenant
      continue to use the Demised Premises in the manner originally required by the
      Lease;




(c)  Landlord
      be permitted to supervise the performance of Tenant’s obligations under this
      Lease;




(d)  Tenant
      pay to Landlord within fifteen (15) days after entry of such order or the
      effective date of such stay, as partial adequate protection against future
      diminution in value of the Demised Premises and adequate assurance of the
      complete and continuous future performance of Tenant’s obligations under this
      Lease, an additional security deposit in an amount acceptable to
      Landlord;




(e)  Tenant
      has and will continue to have unencumbered assets after the payment of all
      secured obligations and administrative expenses to assure Landlord that
      sufficient funds will be available to fulfill the obligations of Tenant under
      this Lease;




(f)  if
      Tenant
      assumes this Lease and proposes to assign the same (pursuant to Title 11 U.S.C.
      365, or as the same may be amended) to any person who shall have made a bona
      fide offer to accept an assignment of this Lease on terms acceptable to such
      court having competent jurisdiction over Tenant’s estate, then notice of such
      proposed assignment, setting forth (i) the name and address of such person,
      (ii)
      all of the terms and conditions of such offer, and (iii) the adequate assurance
      to be provided Landlord to assure such person’s future performance under this
      Lease, including, without limitation, the assurances referred to in Title 11
      U.S.C. 365(b)(3), as it may be amended, shall be given to Landlord by Tenant
      no
      later than fifteen (15) days after receipt by Tenant of such offer, but in
      any
      event no later than thirty (30) days prior to the date that Tenant shall make
      application to such court for authority and approval to enter into such
      assignment and assumption, and Landlord shall thereupon have the prior right
      and
      option, to be exercised by notice to Tenant given at any time prior to the
      effective date of such proposed assignment, to accept, or to cause Landlord’s
      designee to accept, an assignment of this Lease upon the same terms and
      conditions and for the same consideration, if any, as the bona fide offer made
      by such person less any brokerage commissions which may be payable out of the
      consideration to be paid by such person for the assignment of this Lease;
      and




(g)  if
      Tenant
      assumes this Lease and proposes to assign the same, and Landlord does not
      exercise its option as provided in subparagraph (f) hereinabove, Tenant hereby
      agrees that:




(1)
            such
                assignee shall have a net worth not less that the net worth of Tenant
                as
                of the Commencement Date, or such Tenant’s obligations under this Lease
                shall be unconditionally guaranteed by a person having a net worth
                equal
                to Tenant’s net worth as of the Commencement
                Date;




(2)
            such
                assignee shall not use the Demised Premises except subject to all
                the
                restrictions contained in this
                Lease;




I-1




(3)
            such
                assignee shall assume in writing all of the terms, covenants and
                conditions of this Lease including, without limitation, all of such
                terms,
                covenants and conditions respecting the Permitted Use and payment
                of Base
                Annual Rent, Common Area Expenses and Additional Charges, and such
                assignee shall provide Landlord with assurances satisfactory to Landlord
                that it has the experience in operating such business having the
                same or
                substantially similar uses as the Permitted Use, in first-class office
                buildings, sufficient to enable it so to comply with the terms, covenants
                and conditions of this Lease and successfully operate the Demised
                Premises
                for the Permitted Use;




(4)
            such
                assignee shall indemnify Landlord against, and pay to Landlord the
                amount
                of, any payments which may be obligated to be made to any “Mortgagee” (as
                hereinafter defined) by virtue of such
                assignment;




(5)
            such
                assignee shall pay to Landlord an amount equal to the unamortized
                portion
                of any construction allowance made to Tenant;
                and




(6)
            if
                such assignee makes any payment to Tenant, or for Tenant’s account, for
                the right to assume this Lease (including, without limitation, any
                lump
                sum payment, installment payment or payment in the nature of rent
                over and
                above the Base Annual Rent, Common Area Expenses and Additional Charges
                payable under this Lease), Tenant shall pay over to Landlord one-half
                of
                any such payment, less any amount paid to Landlord pursuant to clause
                (V)
                above on account of any construction
                allowance.




2.  As
      a
      material inducement to Landlord executing this Lease, Tenant acknowledges and
      agrees that Landlord is relying upon (i) the financial condition and specific
      operating experience of Tenant and Tenant’s obligation to use the Demised
      Premises specifically in accordance with this Lease, (ii) Tenant’s timely
      performance of all of its obligations under this Lease notwithstanding the
      entry
      of an order for relief under the Bankruptcy Code or the Insolvency Laws for
      Tenant and (iii) all defaults under the Lease being cured promptly and the
      Lease
      being assumed within 60 days of any order for relief entered under the
      Bankruptcy Code or the Insolvency Laws for Tenant, or the Lease being rejected
      within such 60-day period and the Demised Premises surrendered to Landlord.
      Accordingly, in consideration of the mutual covenants contained in this Lease
      and for other good and valuable consideration, Tenant hereby agrees
      that:




(a)  All
      obligations that accrue under this Lease (including, but not limited to Tenant’s
      obligation to pay rent), from and after the date that a petition is filed or
      other action is commenced under the Bankruptcy Code or the Insolvency Laws
      (an
“Action”) shall be timely performed exactly as provided in this Lease and any
      failure to so perform shall be harmful and prejudicial to Landlord;




(b)  any
      and
      all rents that accrue from and after the date that an Action is commenced and
      that are not paid as required by this Lease shall, in the amount of such rents,
      constitute administrative expense claims allowable under the Bankruptcy Code
      with priority of payment at least equal to that of any other actual and
      necessary expenses incurred after the commencement of the Action;




(c)  any
      extension of the time period within which Tenant may assume or reject the Lease
      without an obligation to cause all obligations under the Lease to be performed
      as and when required under the Lease shall be harmful and prejudicial to
      Landlord;




(d)  any
      time
      period designated as the period within which Tenant must cure all defaults
      and
      compensate Landlord for all pecuniary losses that extends beyond the date of
      assumption of the Lease shall be harmful and prejudicial to
      Landlord;




(e)  any
      assignment of the Lease must result in all terms and conditions of the Lease
      being assumed by the assignee without alteration or amendment, and any
      assignment that results in an amendment or alteration of the terms and
      conditions of the Lease without the express written consent of Landlord shall
      be
      harmful and prejudicial to Landlord;




(f)  any
      proposed assignment of the Lease to an assignee: (i) that will not use the
      Demised Premises specifically in accordance with the Lease, (ii) that does
      not
      possess financial condition, operating performance and experience
      characteristics equal to or better than the financial condition, operating
      performance and experience of Tenant as of the date of this Lease, or (iii)
      that
      does not provide guarantors of the Lease obligations with financial condition
      equal to or better than the financial condition of the original guarantors
      of
      the Lease as of the date of this Lease, shall be harmful and prejudicial to
      Landlord;




(g)  the
      rejection (or deemed rejection) of the Lease for any reason whatsoever shall
      constitute cause for immediate relief from the automatic stay provisions of
      the
      Bankruptcy Code, and Tenant stipulates that such automatic stay shall be lifted
      immediately and possession of the Demised Premises will be delivered to Landlord
      immediately without the necessity of any further action by
      Landlord.




3.  No
      provision of this Lease shall be deemed a waiver of Landlord’s rights or
      remedies under the Bankruptcy Code, the Insolvency Laws, or applicable law
      to
      oppose any assumption and/or assignment of this Lease, to require timely
      performance of Tenant’s obligations under this Lease, or to regain possession of
      the Demised Premises as a result of the failure of Tenant to comply with the
      terms and conditions of this Lease or the Bankruptcy Code.




I-2


4.  Notwithstanding
      anything in this Lease to the contrary, all amounts payable by Tenant to or
      on
      behalf of Landlord under this Lease, whether or not expressly denominated as
      such, shall constitute “rent” for purposes of the Bankruptcy Code.




5.  For
      purposes of this Exhibit “I” addressing the rights and obligations of Landlord
      and Tenant in the event that an Action is commenced, the term “Tenant” shall
      include Tenant’s successor in bankruptcy, whether a trustee, Tenant as debtor in
      possession or other responsible person. The term “Mortgagee” as used herein
      shall mean any party or parties (including, but not limited to lessors,
      mortgagees, beneficiaries, trustees or note-holders) having the benefit of,
      (i)
      any lease of land only or of land and buildings in a sale-leaseback or
      lease-sub-leaseback transaction involving the Project, Landlord’s interest in
      same or any portion thereof, and/or (ii) any mortgage, deed of trust, deed
      to
      secure debt or other security instrument constituting a lien upon the Project
      Landlord’s interest in same or any portion thereof or Landlord’s interest
      therein, whether the same shall be in existence at the date hereof or created
      hereafter.




I-3