Exhibit 10.48


 


FIRST
AMENDMENT TO LEASE


 


This FIRST AMENDMENT TO
LEASE dated December 31, 2009 (this “Amendment”), is by and between MARCO
ISLAND RADIATION ENTERPRISE, LLC (“Landlord”), and 21ST CENTURY ONCOLOGY, INC.
(“Tenant”).


 


WITNESSETH:


 


WHEREAS, Landlord and Tenant
are parties to that certain Lease dated August 17, 2007 (the “Lease”), for
certain real property commonly known as 8625 Collier Boulevard, Naples, Florida
34114-3550; and


 


WHEREAS, Landlord and Tenant
desire to amend certain provisions of the Lease upon and subject to the terms
and conditions set forth herein.


 


NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Landlord and Tenant hereby agree as follows:


 


1.                         Tenant’s
Insurance. The first clause of the last sentence of Section 5.2(b) of
the Lease is hereby deleted in its entirety and replaced with the following:


 


All policy proceeds will be
used to equip and furnish the Premises as Tenant reasonably deems necessary to
operate the business from the Premises;


 


2.                         Tenant’s
Leasehold Improvements and Trade Fixtures; Landlord’s Lien Waiver. Section 10.3
of the Lease is hereby amended by:


 


(a)                     in the fourth
and fifth lines of the second paragraph, deleting the phrase “provided Tenant
shall not at such time be in default of any terms or covenants of this Lease,
and”;


 


(b)                    in the fifth
line of the second paragraph, deleting the word “further”;


 


(c)                     in the
seventeenth line of the second paragraph, deleting the word “subordinate” and
replacing it with “waive”;


 


(d)                    in the
twenty-first line of the second paragraph, deleting the words “with Lender”;
and


 


(e)                     in the
twenty-first through twenty-third lines of the second paragraph, deleting the
following: “, for so long as any lender or financier holds any lien,
encumbrance of security interest in and to Tenant’s trade fixtures, equipment,
furniture, inventory and apparatus,”.


 


3.                         Damage and
Destruction. The third paragraph of Section 15.1 of the
Lease is hereby deleted in its entirety and replaced with the following:


 


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Tenant covenants and agrees
to (i) equip and furnish the Premises as Tenant reasonably deems necessary
to operate the business from the Premises and (ii) reopen for business in
the Premises within thirty (30) days after notice from Landlord that the
Premises are ready for re-occupancy.


 


4.                         Defined Terms. Capitalized
terms used herein but not defined herein shall have the meanings ascribed to
them in the Lease.


 


5.                         Governing Law. This
Amendment and the Lease shall be governed by and construed in accordance with
the laws of the State of Florida.


 


6.                         Amendment. Neither this
Amendment nor any terms hereof may be amended, supplemented or modified except
by a written instrument executed by the parties hereto. This Amendment shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns.


 


7.                         Full Force and
Effect. The Lease shall continue in full force and effect except as modified
by this Amendment, and the Lease is hereby ratified and confirmed by Landlord
and Tenant. In the event of a conflict between the terms and conditions of the
Lease and this Amendment, the terms of this Amendment shall prevail.


 


8.                         Counterparts. This
Amendment may be executed in counterparts, each of which shall be an original,
but all of which shall constitute one and the same Amendment.


 


[Remainder of page intentionally left blank;

signatures on following page. ]


 


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


 


 


	
   

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MARCO ISLAND RADIATION
  ENTERPRISE, LLC

  
	
  Witness 1:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Margarita Suarez

  	
   

  	
  By:

  	
  /s/ Daniel E. Dosoretz

  
	
  Signature

  	
   

  	
  Name:

  	
  Daniel E. Dosoretz, MD

  
	
   

  	
   

  	
  Its:

  	
   

  
	
  Margarita Suarez

  	
   

  	
   

  	
   

  
	
  Printed Name

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  21ST CENTURY ONCOLOGY, INC.

  
	
  Witness 2:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Joseph Biscardi

  	
   

  	
  By:

  	
  /s/ Bryan J. Carey

  
	
  Signature

  	
   

  	
  Name:

  	
  Bryan J. Carey

  
	
   

  	
   

  	
  Its:

  	
  EVP & CFO

  
	
  Joseph Biscardi

  	
   

  	
   

  	
   

  
	
  Printed Name

  	
   

  	
   

  	
   

  
						



 


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LEASE


 


THIS LEASE (“Lease”) is made
and entered into as of the 17th day of August, 2007, by and between, Marco
Island Radiation Enterprise, LLC whose business address is 2234 Colonial Blvd.
Fort Myers, FL 33907 (“Landlord”), and 21(sl) Century Oncology, Inc. whose
business address is 2234 Colonial Blvd. Fort Myers, FL 33907 (“Tenant”).


 


WITNESSETH:


 


ARTICLE 1

TERMS


 


1.1 Premises.
Landlord hereby demises and leases to Tenant and Tenant hereby hires and rents
from Landlord the premises located at 8625 Collier Blvd. Naples, FL 34114-3550,
and more particularly described in Exhibit “A” to this Agreement (“Premises”)
upon the terms, covenants and conditions set forth herein, which Premises has a
floor area containing the approximate square footage of 6,877 square feet.


 


1.2 Use. The Premises
are to be used for a medical office and radiation therapy center and ancillary
services.


 


1.3 Commencement of Term.
The commencement of the Term of this Lease under which Tenant shall be
obligated to commence payment of Minimum Rent and Additional Rent shall be on
or about the 17th day of August, 2007 (“Commencement Date”).


 


1.4 Length of the Term.
The term of this lease period is for Ten years (10) years (“Term”). The
starting date of this lease is the Commencement Date and, unless this Lease is
renewed in accordance with Article 4 below, the ending date is on or about
the 16th day of August, 2027 (“Expiration Date”).


 


ARTICLE 2

RENT


 


2.1 Rent. Minimum
rent shall be Thirty Seven Thousand Two Hundred Sixteen Dollars and Sixty-Seven
Cents (37,216.67) per month (“Minimum Rent”). Tenant shall pay to Landlord
without previous demand thereof and without any abatement, reduction, setoff or
deduction whatsoever, the Minimum Rent (together with any applicable sales tax
and local taxes if the same are ever required by law), payable in equal monthly
installments, in advance, on the first day of each and every calendar month
throughout the Term of this Lease. The Minimum Rent shall commence to accrue on
the Commencement Date. The first such monthly installments of Minimum Rent
shall be due and payable to Landlord no later than the Commencement Date and
each subsequent monthly installment shall be due and payable to Landlord on the
first day of each and every calendar month following the Commencement Date
during the Term hereof. If the Commencement Date is a date other than the first
day of the month, Minimum Rent and other charges for the period commencing with
and including the Commencement Date through the first day of the following
month shall be prorated at the rate of one-thirtieth (1/30) of the monthly
Minimum Rent per day.


 


In addition, Tenant shall
pay as Additional Rent monthly payments of applicable taxes, assessments and
insurance on the Premises. This amount will be 1/12 of the bill for annual real


 


1

















 


estate and assessment taxes
and 1/12 of the annual bill on insurance. Estimated figures for taxes and
insurance monthly rate will be produced within ten (10) days after the
signing of this Lease. Each year Landlord will produce any insurance, real
estate tax and assessment bills to the Tenant to show how the estimated taxes
and insurance were computed as Additional Rent. In the event of any overage or
underage due to the actual amounts owed and the payments made based on the
estimated amounts during any Lease year, Landlord shall reimburse to Tenant the
amount of any overage paid by Tenant or Tenant shall pay to Landlord the amount
of any underage due from Tenant in either case within thirty (30) days of the
delivery of the bills to Tenant as herein provided.


 


2.1.1 There will be an
increase in the Minimum Rent starting on the first anniversary of the lease if
the Consumer Price Index increases over the immediately preceding year. Minimum
Rent specified in this lease shall be subject to increase in accordance with
changes in the Consumer Price Index for Urban Wage Earners and Clerical Workers
(CPI-W) as promulgated by the Bureau of Labor Statistics of the United States
Department of Labor, using the year of the Commencement Date as a base of 100.
On each anniversary date there will be a rent adjustment based on the
percentage increase in the Consumer Price Index from the immediately preceding
year. If the Consumer Price Index goes down the rent will not change for that
year. Consumer Price Index increases will apply on the anniversary date of each
year of the Commencement Date. The percentage increase in the Consumer Price
Index will increase the minimum rent for that
year.


 


2.1.2 In the event that the
Consumer Price Index ceases to incorporate significant number of items, or if a
substantial change is made in the method of establishing such Consumer Price
Index shall be adjusted to the figure that would have resulted had no change
occurred in the manner of computing such Consumer Price Index, or a successor
or substitute index, is not available, a reliable governmental or other
nonpartisan publication, evaluating the information for use in determining the
Consumer Price Index, shall be used in lieu of such Consumer Price Index.


 


2.2 Late Charge.
Tenant shall pay to Landlord a late charge equal to five percent (5%) of the
monthly payment of Minimum Rent, Additional Rent and any other payment or
charge due hereunder if any such amount is received by Landlord more than five (5) days
after the same shall be due, such amount being the agreed upon liquidated
damages solely to defray the additional administrative expenses incurred by
Landlord in processing such payment.


 


2.3 Interest on Past Due
Rent. If Tenant shall fail to pay, when the same is due and payable,
Minimum Rent, or Additional Rent, such unpaid amounts shall bear interest from
the due date thereof to the date of payment, at the prime interest rate of the
Chase Manhattan Bank, N.A. as of such due date, plus Fifteen percent (15%) (“Default
Date”).


 


2.4 Definition of Rent.
The term “Rent” shall refer collectively to Minimum Rent and Additional Rent.
The term “Additional Rent” is sometimes used herein to refer to any and all
other sums payable by Tenant hereunder, including, but not limited to, parking
charges and sums payable on account of default by Tenant. All Rent shall be
paid by Tenant without offset, demand or other credit, and shall be payable
only in lawful money of the United States of America which shall be legal
tender in payment of all debts and dues, public and private, at the time of
payment. All sums payable by Tenant hereunder by check shall be obtained
against a financial institution located in the United States of America. The
rent shall be paid by Tenant at 2234 Colonial Blvd. Fort Myers, FL 33907.


 


2

















 


2.5 Rent Taxes. In
addition to Minimum Rent and Additional Rent, Tenant shall and hereby agrees to
pay to Landlord each month a sum equal to any sales tax, tax on rentals and any
other similar charges now existing or hereafter imposed, based upon the
privilege of leasing the space leased hereunder or based upon the amount of
rent collected therefor.


 


ARTICLE 3

NET LEASE


 


3.1 Net Lease. This
Lease shall be deemed and construed to be a triple net lease and, except as
herein otherwise expressly provided, the Landlord shall receive the fixed
Minimum Rent and Additional Rent and all other payments hereunder to be made by
the Tenant absolutely free from any charges, assessments, imposition, expenses
or deductions of any kind and every kind or nature whatsoever. Tenant is to pay
for all real estate taxes and assessments and any and all taxes of any nature
applicable to the Premises. Tenant is to pay for all insurance and any and all
costs for repairs, replacements, maintenance and improvements. Tenant will also
pay its pro rata share of any and all expenses for common areas, utilities, and
association fees, if any. Tenant also is responsible for:


 


3.1.1 It’s proportionate
share of any parking lot repairs, maintenance and replacements.


 


3.1.2 Any security, pest
control or contrasts for air conditioner and cleaning services, etc. for
it’s demised space.


 


ARTICLE 4

OPTION TO RENEW


 


4.1 Option to Renew.
Provided that Tenant is not then in default under any of the covenants, terms,
conditions, and provisions of this Lease, then Tenant shall have Two (2) options
to renew this Lease (each an “Option”) for consecutive Ten (10) year
option periods, provided that, in order to exercise this Option, Tenant is
required to give to Landlord written notice thereof not less than Six (6) months
before nor more than Nine (9) months prior to the date of expiration of
the Term of this Lease or the then expiring option period. Other than Base Rent
due under the Option Term(s), any renewal pursuant to this Option shall be on
the same terms and conditions as contained in this Lease.


 


4.1.1 In the event that
Tenant exercises its option to extend the term of this lease, the Landlord
shall provide written notice to Tenant of the amount which, in Landlord’s
reasonable opinion, represents the Fair Market Rent for the upcoming Option
Term. Tenant shall have twenty (20) days from receipt of said written notice to
respond to Landlord in writing as to whether or not Tenant agrees with Landlord’s
determination of the Fair Market Rent. Tenant’s failure to respond within said
twenty (20) day period shall be deemed to be Tenant’s agreement with the
Landlord’s determination of Base Rent. In the event Tenant disagrees with the
Landlord’s determination, the following procedure shall be used in determining
Fair Market Rent for the Option Term:


 


The parties shall jointly
choose an impartial real estate appraiser who shall review the market
compatibles and provide a written assessment of the Fair Market Rent for the
Premises. This written assessment shall determine the Base Rent for the Option
Term and shall be final and binding; however, under no circumstance will the
Base Rent for the Option Term be less than the Base Rent for then current Lease
year.


 


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4.1.2 In the event that
Landlord and Tenant cannot agree on an impartial real estate appraiser within
Sixty (60) days of Tenant’s notice of dissent, or if the mutually selected real
estate appraiser cannot provide a written assessment within Forty-Five (45)
days of Landlord and Tenant’s joint request, either the Tenant or Landlord may
terminate the Lease by providing written notice to the other, failing which,
this Lease shall become a month-to-month lease upon the expiration of the
current Lease term.


 


ARTICLE 5

INSURANCE AND INDEMNITY


 


5.1 Landlord’s Insurance.
At all times during the Term, Landlord will carry and maintain:


 


(a) Fire and extended
coverage insurance covering the Building in which the Premises is located, its
equipment, and the Common Areas;


 


(b) Bodily injury and
property damage insurance; and


 


(c) Such other
insurance as Landlord reasonably determines from time to time.


 


The insurance coverage and
amounts in this Section 5.1 will be determined by Landlord, based on
coverages carried by prudent owners of comparable buildings in the vicinity of
the Premises.


 


5.2 Tenant’s Insurance.
At all times during the Term, Tenant will carry and maintain, at Tenant’s
expense, on an occurrence basis, the following insurance, in the amounts and on
the forms specified below or such other amounts and on such other forms as
Landlord may from time to time reasonably request, with insurance companies
satisfactory to Landlord:


 


(a) Bodily injury to or
personal injury to or death of any person, or more than  one (1) person, or for damage to
property in an amount of not less than $1 million combined single limit each
Occurrence/General Aggregate and including a per location General Aggregate
endorsement. All such insurance will be written on the most current occurrence
ISO Commercial General Liability Form including without limitation,
personal injury and contractual liability coverage for the performance by
Tenant of the indemnity agreements set for in this Lease, which insurance shall
include a waiver of subrogation rights in favor of Landlord;


 


(b) Insurance covering
all of Tenant’s furniture and fixtures, machinery, equipment, and any other
personal property owned and used in Tenant’s business and found in, on, or
about the Premises, and any leasehold improvements to the Premises in an amount
not less


 


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than the full replacement
cost under Standard Fire and Extended Coverage Policy and all other risks of
direct physical loss as insured against under Special Form (“all risk of
direct physical loss” coverage). All such insurance will be written on the most
current ISO Commercial Property Form. All policy proceeds will be used for the
repair or replacement of the property damaged or destroyed; except, however, if
this Lease ceases under the provisions of Article 15, Tenant will be
entitled to any proceeds resulting from damage to Tenant’s furniture and
fixtures, machinery, equipment, and any other personal property;


 


(c) Worker’s
compensation insurance insuring against and satisfying Tenant’s obligations and
liabilities under the worker’s compensation laws of the State/Commonwealth of
Florida, and Employer’s Liability Insurance in the limits required by the laws
of the State/Commonwealth of Florida but in an amount not less than $500,000.00
aggregate;


 


(d) Such other
insurance (including without limitation plate glass insurance), in such amounts
as Landlord or its lender may reasonably require of Tenant upon thirty (30)
days’ prior written notice.


 


5.3 Forms of Policies.
All policies of liability insurance which Tenant is obligated to maintain
according to this Lease (other than any policy of worker’s compensation
insurance) will name Landlord and such other persons or firms as Landlord
specifies from time to time as additional named insureds. Original or copies of
original policies and certificates of insurance on the most current ACORD form
(together with copies of the endorsements naming Landlord and any others
specified by Landlord as additional insureds) and evidence of the payment of
all premiums of such policies will be delivered to Landlord prior to the
earlier of the Commencement Date or Tenant’s occupancy of the Premises and from
time to time at least thirty (30) days prior to the expiration of the term of
each such policy. Tenant’s insurer shall have a Best Rating of at least A and
be assigned a financial size category of at least Class X as rated in the
most recent edition of “Best’s Key Rating Guide” for insurance companies. All
liability policies maintained by Tenant will contain a provision that Landlord
and any other additional insureds, although named as an insured, will
nevertheless be entitled to recover under such policies for any loss sustained
by Landlord and such other additional insureds, its agents, and employees as a
result of the acts or omissions of Tenant. All such policies maintained by
Tenant will provide that they may not be terminated or amended except after
thirty (30) days’ prior written notice to Landlord. All required insurance
policies maintained by Tenant must be written as primary policies, not
contributing with and not supplemental to the coverage that Landlord carries or
may carry.


 


5.4 Waiver of Subrogation.
Landlord and Tenant each waive any and all rights to recover against the other,
or against the officers, directors, shareholders, partners, joint venturers,
employees, agents, customers, invitees, or business visitors of such other
party, for any loss or damage to such waiving party arising from any cause
covered by any property or other insurance required to be carried by such party
pursuant to this Article 5 or any other property insurance actually
carried by such party. Landlord and Tenant from time to time will cause their
respective insurers to issue appropriate waiver of subrogation rights
endorsements to all property insurance policies carried in connection with the
Premises or the Building in which the Premises are located, or the contents
thereof. Tenant agrees to cause all other occupants of the Premises claiming
by, under, or through Tenant to execute and deliver to Landlord such a waiver
of claims and to obtain such waiver of subrogation rights endorsements.


 


5

















 


5.5 Indemnification.
Tenant shall indemnify, defend and save Landlord harmless from and against any
and all claims, actions, damages, liability and expense in connection with loss
of life, personal injury and/or damage to or destruction of property arising
from or out of any occurrence in, upon or at the Premises, or any part thereof,
or the occupancy or use by Tenant of the Premises or any part thereof, or
occasioned wholly or in part by any act or omission of Tenant, its agents,
contractors, employees, servants, lessees or concessionaires, except which
result from Landlord’s gross negligence or willful misconduct Landlord shall
indemnify, defend and save Tenant harmless from and against any and all claims,
actions, damages, liability and expense in connection with loss of life,
personal injury and/or damage to or destruction of property arising from or out
of any occurrence in, upon or at the Premises occasioned in whole or in part by
any negligent act or omission by Landlord, its agents, contractors, employees,
servants or concessionaires. In case the indemnifying party shall be made a
party to any litigation commenced by or against the other party, then such
other party shall protect and hold the indemnified party harmless and pay all
costs and attorney’s fees incurred by the indemnified party in connection with
such litigation, and any appeals thereof. The defaulting party shall also pay
all costs, expenses and reasonable attorney’s fees that may be incurred or paid
by the other party in enforcing the covenants and agreements in this Lease.


 


ARTICLE 6

UTILITIES


 


6.1 Utilities. Tenant
shall be solely responsible for and shall promptly pay all charges for water,
gas, electricity, garbage, and any other utility used and consumed in the
Premises. In the event that such utilities charges, or any portion thereof,
shall be separately metered for the Premises, Tenant shall pay such meter
charges directly to the utility company supplying such service. In the event,
however, that such utilities charges, or any portion thereof, shall not be
separately metered for the Premises, tenant shall pay to Landlord its pro rata share
of such non-metered charges. If any such charges are not paid when due,
Landlord may, at its option pay the same, and any amount so paid by Landlord
shall thereupon become due to Landlord from tenant as additional rent. In no
event, however, shall Landlord be liable for an interruption or failure in the
supply of any such utilities to the Premises.


 


ARTICLE 7

SUBORDINATION AND ATTORNMENT


 


7.1 Subordination.
Tenant hereby subordinates its rights hereunder to the lien of any ground or
underlying leases, any mortgage or mortgages, or the lien resulting from any
other method of financing or refinancing, now or hereafter in force against the
Premises and to all advances made or hereafter to be made upon the security
thereof so long as the lessor or mortgagee or other lien holder thereunder
agrees not to disturb Tenant’s possession of the Premises or rights under this
Lease so long as Tenant is not in default hereunder. This Section shall be
self-operative and binding upon Tenant and any such lessor, mortgagee or other
lien holder, and no further instrument of subordination shall be required by
any mortgagee, but Tenant agrees upon request of Landlord, from time to time,
to promptly execute and deliver any and all documents evidencing such
subordination and non-disturbance, and failure to do so shall constitute a
default under this Lease.


 


7.2 Attornment. In
the event any proceedings are brought for the foreclosure of, or in the event
of exercise of the power of sale under, any mortgage covering the Premises or in
the event a deed is given in lieu of foreclosure of any such mortgage, Tenant
shall attorn to the purchaser, or grantee in lieu of foreclosure, upon any such
foreclosure or sale and recognize such purchaser, or grantee in lieu of
foreclosure, as (he Landlord under this Lease.


 


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7.3 Financing Agreements.
Tenant shall not enter into, execute or deliver any financing agreement that
can be considered as having priority on the Premises to any mortgage or deed of
trust that Landlord may have placed upon the Premises.


 


ARTICLE 8

ASSIGNMENT AND SUBLETTING


 


Except
as herein provided, Tenant may not assign this lease in whole or in part, nor
sublet all or any portion of the Premises, without the prior written consent of
Landlord in each instance, which shall not be unreasonably withheld or delayed
and shall be deemed granted if not given or denied in writing within thirty
(30) days from Tenant’s written request therefor. Further, notwithstanding the
foregoing, such consent shall not be required if such assignment or sublease is
from Tenant to a wholly owned subsidiary of Tenant or to a wholly owned
subsidiary of Tenant’s parent, if any. The consent by Landlord to any
assignment or subletting shall not constitute a waiver of the necessity for
such consent to any subsequent assignment or subletting. No assignment, under
letting, occupancy or collection shall be deemed acceptance of the assignee,
subtenant or occupant as Tenant, or a release of Tenant from the further performance
by Tenant of the covenants on the part of Tenant herein contained. This
prohibition against any assignment or subleasing by operation of law, legal
process, receivership, bankruptcy or otherwise, whether voluntary or
involuntary. Landlord by its acceptance hereof acknowledges that Tenant may
mortgage or collaterally assign its interest in and to this Lease and the
leasehold estate created hereunder to institutional lenders providing financing
to Tenant, to Tenant’s parent, if any, or to any subsidiary or affiliate of
Tenant. Tenant shall remain fully liable on this Lease and shall not be
released from performing any of the terms, covenants and conditions hereof or
any rents or other sums to be paid hereunder. Tenant acknowledges and agrees
that any and all right and interest of the Landlord in and to the Premises, and
all right and interest of the Landlord in this Lease, may be conveyed, assigned
or encumbered at the sole discretion of the Landlord at any time.


 


ARTICLE 9

FACILITIES


 


9.1 Control of Common
Areas by Landlord. All automobile parking areas, driveways, entrances and
exits thereto, and other facilities furnished by Landlord at or near the
Premises, including employee parking areas, the truck way or ways, loading
docks, package pick-up stations, pedestrian sidewalks and ramps, landscaped
areas, exterior stairways, and other areas and improvements provided by
Landlord for the general use, in common, of tenants, their officers, agents,
employees and customers, shall at all times be subject to the exclusive control
and management of Landlord, and Landlord shall have the right from time to time
to establish, modify and enforce reasonable rules and regulations with
respect to all facilities and areas mentioned in this Article. Landlord shall
have the right to construct, maintain and operate lighting facilities on all
said areas and improvements; from time to time to change the area, level,
location and arrangement of parking areas and other facilities hereinabove
referred to and to restrict parking by tenants, their officers, agents and
employees to employee parking areas. Landlord shall not have any duty to police
the traffic in the parking areas. Tenant is to maintain and repair parking and
at tenant’s expense. Landlord shall provide not less than [                                      ]
parking spaces within the parking area, which Landlord warrants meets all
parking requirements of any governmental authority, which shall include not
less than handicapped spaces.


 


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ARTICLE 10

TENANT’S FIXTURES AND IMPROVEMENTS


 


10.1 Alterations by
Tenant. Tenant shall not make any alterations, renovations, improvements or
other installations (collectively “Alterations”) in, on or to any part of the
Premises (including, without limitation, any alterations of the front, signs,
structural alterations, or any cutting or drilling into any part of the
Premises or any securing of any fixture, apparatus, or equipment of any kind to
any part of the Premises) unless and until Tenant shall have caused plans and
specifications therefor to have been prepared, at Tenant’s expense, by an
architect or other duly qualified person and shall have obtained Landlord’s
approval thereof, which shall not be unreasonably withheld or delayed and shall
be deemed granted if not approved or denied in writing within thirty (30) days
of Tenant’s written request therefor. Tenant shall submit to Landlord detailed
drawings and plans of the proposed Alterations at the time Landlord’s approval
is sought. If such approval is granted, Tenant shall cause the work described
in such plans and specifications to be performed, at its expense, promptly,
efficiently, competently and in a good and workmanlike manner by duly qualified
and licensed persons or entities approved by Landlord, using first grade
materials. All such work shall comply with all applicable codes, rules,
regulations and ordinances. The Tenant shall at all times maintain fire
insurance with extended coverage in an amount adequate to cover the cost of
replacement of all alterations, decorations, additions or improvements to the
Premises by Tenant in the event of fire or extended coverage loss. Tenant shall
deliver to the Landlord certificates of such fire insurance policies, which
shall contain a clause requiring the insurer to give the Landlord ten (10) days
notice of cancellation of such policies.


 


10.2 Mechanic’s/Construction
Liens. No work performed by Tenant pursuant to this Lease, whether in the
nature of erection, construction, alteration or repair, shall be deemed to be
for the immediate use and benefit of Landlord so that no mechanic’s or other
lien shall be allowed against the estate of Landlord by reason of any consent
given by Landlord to Tenant to improve the Premises. Tenant shall place such
contractual provisions as Landlord may request in all contracts and
subcontracts for Tenant’s improvements assuring Landlord that no mechanic’s/Construction
liens will be asserted against Landlord’s interest in the Premises or the
property of which the Premises are a part. Said contracts and subcontracts
shall provide, among other things, the following: That notwithstanding anything
in said contracts or subcontracts to the contrary, Tenant’s contractors,
subcontractors, suppliers and materialmen (hereinafter collectively referred to
as “Contractors”) will perform the work and/or furnish the required materials
on the sole credit of Tenant; that no lien for labor or materials will be filed
or claimed by the Contractors against Landlord’s interest in the Premises or
the property of which the Premises are a part; that the Contractors will
immediately discharge any such lien filed by any of the Contractor’s suppliers,
laborers, materialmen or subcontractors; and that the Contractors will
indemnify and save Landlord harmless from any and all costs and expenses,
including reasonable attorney’s fees, suffered or incurred as a result of any
such lien against Landlord’s interest that may be filed or claimed in
connection with or arising out of work undertaken by the Contractors. Tenant
shall pay promptly all persons furnishing labor or materials with respect to
any work performed by Tenant or its Contractors on or about the Premises. If
any mechanic’s or other liens shall at any time be filed against the Premises
or the property of which the Premises are a part by reason of work, labor,
services or materials performed of furnished, or alleged to have


 


8

















 


been performed or furnished,
to Tenant or to anyone holding the Premises through or under Tenant, and
regardless of whether any such lien is asserted against the interest of
Landlord or Tenant, Tenant shall cause the same to be discharged of record or
bonded to the reasonable satisfaction of Landlord within thirty (30) days of
notice of such lien. If Tenant shall fail to cause such lien to be so
discharged or bonded after being notified of the filing thereof, then, in
addition to being an Event of Default and any other right or remedy of
Landlord, Landlord may bond or discharge the same by paying the amount claimed
to be due, and the amount so paid by Landlord, including reasonable attorneys’
fees incurred by Landlord either in defending against such lien or in procuring
the bonding or discharge of such lien, together with interest thereon at the
Default Rate, shall be due and payable by Tenant to Landlord as Additional
Rent.


 


10.3 Tenant’s Leasehold
Improvements and Trade Fixtures; Landlord’s Lien Waiver. All leasehold
improvements (as distinguished from trade fixtures and apparatus) installed in
the Premises at any time, whether by or on behalf of Tenant or by or on behalf
of Landlord, shall not be removed from the Premises at any time, unless such
removal is consented to in advance by Landlord; and at the expiration of this
Lease (either on the Expiration Date or upon such earlier termination as
provided in this Lease), all such leasehold improvements shall be deemed to be
part of the Premises, shall not be removed by Tenant when it vacates the
Premises, and title thereto shall vest solely in Landlord without payment of
any nature to Tenant.


 


All trade fixtures,
equipment, furniture, inventory, and apparatus (as distinguished from leasehold
improvements) owned by Tenant and installed in the Premises shall remain the
property of Tenant and shall be removable at any time, including upon the
expiration of the Term; provided Tenant shall not at such time be in default of
any terms or covenants of this Lease, and provided further, that Tenant shall
repair any damage to the Premises caused by the removal of said trade fixtures
and apparatus and shall restore the Premises to substantially the same
condition as existed prior to the installation of said trade fixtures and
apparatus and shall restore the Premises to substantially the same condition as
existed prior to the installation of said trade fixtures and apparatus.
Landlord acknowledges that Tenant may from time to time or at any time grant
security interests in and to its trade fixtures, equipment, furniture,
inventory and apparatus in order to secure financing provided to Tenant.
Landlord consents to Tenant’s granting one or more security interests in and to
Tenant’s trade fixtures, equipment, furniture, inventory and apparatus and
covenants and agrees that any security interest in and to the Tenant’s trade
fixtures, equipment, furniture, inventory and apparatus in favor of any lender
or financier thereof shall be superior to any interest which Landlord may at
any time have in and to Tenant’s trade fixtures, equipment, furniture,
inventory and apparatus and Landlord, for itself, its successors and/or
assigns, does hereby subordinate any and all liens, encumbrances and/or
security interests which it has or may have in and to Tenant’s trade fixtures,
equipment, furniture, inventory and apparatus, whether expressly created in
this Lease or any other instrument by and between Landlord and Tenant, or by
virtue of any statute or under common law. Landlord covenants and agrees with
Lender that, for so long as any lender or financier holds any lien, encumbrance
of security interest in and to Tenant’s trade fixtures, equipment, furniture,
inventory and apparatus, Landlord will not assert against any of Tenant’s trade
fixtures, equipment, furniture, inventory and apparatus any statutory, common
law, contractual, or possessory lien or security interest, including without
limitation any right of levy or destraint for rent, all of which Landlord does
hereby waive and subordinate. Landlord agrees that any such lender or financier
may enter upon the Premises at any time or from time to time, during normal
business hours, so long as Tenant is in possession of the Premises, without
charge, to


 


9

















 


inspect or remove any of
Tenant’s trade fixtures, equipment, furniture, inventory and apparatus
therefrom. Landlord covenants and agrees that Landlord will not hinder or delay
any such lender’s or financier’s actions in enforcing its liens, security
interests, and remedies with respect to Tenant’s trade fixtures, equipment, furniture,
inventory and apparatus.


 


ARTICLE 11

MAINTENANCE AND REPAIR OF PREMISES


 


11.1 Maintenance by
Tenant. Tenant shall at all times keep in good order, condition and repair
(which shall include the providing of replacements where necessary) the entire
Premises, including, without limitation, the roof, the exterior and all glass
and show window moldings; and all partitions, doors, interior walls, fixtures,
equipment and appurtenances thereto, including lighting, heating and plumbing
fixtures serving the Premises only and any air conditioning system and
sprinkler system situated within and/or servicing the Premises, reasonable and
ordinary wear and tear excepted. Said maintenance by Tenant shall include,
without limitation, periodic painting as is reasonably necessary. All cutting
and patching of the roof area required for any reason whatsoever for Tenant’s
use and occupancy of the Premises shall be performed by the Landlord’s roofing
subcontractor. In the event that Tenant causes such work to be performed by
anyone other than the Landlord’s roofing subcontractor, Landlord will have the
right, at Tenant’s sole cost and expense and without notice to Tenant, to cause
said work and the roof area affected thereby to be inspected and/or repaired by
Landlord’s roofing subcontractor. All repairs, replacements, or maintenance of
any item or any type of the Premises, other than building structure and any
capital improvements thereto, is the responsibility of the Tenant and to be
paid for by Tenant.


 


11.2 Maintenance by
Landlord. Other than maintenance obligations of Tenant as provided in Section 11.1,
Landlord shall be responsible for all other maintenance to the Premises, the
building in which the Premises are located and all common and parking areas,
including without limitation all structural elements of the building, all
capital improvements, all common plumbing facilities, and paving and striping
of the parking areas.


 


ARTICLE 12

SIGNS


 


On or before the
Commencement Date, Tenant will at its sole cost and expense purchase and cause
to be installed upon the exterior of the Premises a sign which in all respects
conforms to the criteria established by Landlord. However, Tenant will not
install said sign without first obtaining Landlord’s written approval thereof,
which shall not be unreasonably withheld or delayed and shall be deemed granted
if written approval or rejection thereof has not been received within thirty
(30) days of Tenant’s written request therefor. Thereafter, Tenant will not
place or suffer to be placed or maintain on any portion of the exterior
(including windows) of the Premises any sign, awning, canopy or advertising
matter or other thing of any kind, without first obtaining Landlord’s written
approval and consent. Without limitation as to the foregoing, Landlord
specifically reserves the right at any time during the term of this Lease to
require Tenant to remove from the Premises any sign(s) situated thereon
which have not been approved pursuant to the foregoing provisions and to
replace same with a sign or signs which in all respects conform to a sign
standard designated by Landlord, all of which will be performed at Tenant’s
sole cost and expense. Tenant agrees to maintain any such sign, awning, canopy,


 


10

















 


decoration, lettering,
advertising matter or other thing as may be approved in good condition and
repair at all times, reasonable and ordinary wear and tear excepted, and to
repaint or replace such signs from time to time when reasonably necessary and
to illuminate such signs in accordance with standards established by Landlord
from time to time, including hours of illumination. All signs in addition must
be conform to code and local ordinances rules, laws and regulations.


 


ARTICLE 13

WASTE AND GOVERNMENTAL REGULATIONS


 


13.1 Nuisance or Waste.
Tenant shall not commit or suffer to be committed any waste upon the Premises
or any nuisance or other act or thing which may disturb the quiet enjoyment of
any other tenant in the building in which the Premises may be located.


 


13.2 Compliance with Laws.
Tenant, at its sole cost, will promptly comply with all applicable laws,
guidelines, rules, regulations and requirements, whether of federal, state, or
local origin, applicable to the Premises, including, but not limited to, the
Americans with Disabilities Act, 42 U.S.C. § 12101 et seq., and those for the
correction, prevention and abatement of nuisance, unsafe conditions, or other
grievances arising from or pertaining to the Tenant’s use or occupancy of the
Premises. Tenant at its sole cost and expense shall be solely responsible for
taking any and all measures which are required to comply with the requirements
of the ADA within the Premises as a result of Tenant’s use, other than as set
forth below. Any Alterations to the Premises made by or on behalf of Tenant for
the purpose of complying with the ADA or which otherwise require compliance
with the ADA shall be done in accordance with this Lease; provided, that
Landlord’s consent to such Alterations shall not constitute either Landlord’s
assumption, in whole or in part, of Tenant’s responsibility for compliance with
the ADA with respect to the Tenant’s use of the Premises, or representation or
confirmation by Landlord that such Alterations comply with the provisions of
the ADA. Notwithstanding the foregoing, Landlord shall be solely responsible
for all costs associated with bringing the Building within which the Premises
are located into compliance with the ADA as a result of any structural
condition of the Building.


 


13.3 Governmental
Regulations. Tenant shall, at Tenant’s sole costs and expense, comply in
all material respects with all regulations of all county, municipal, state,
federal and other applicable governmental authorities, not in force or which
may hereafter be in force, pertaining to Tenant or its use of the Premises, and
shall faithfully observe in the use of the Premises all municipal and county
ordinances and state and federal statutes now in force or which may hereinafter
be in force. Tenant shall indemnify, defend and save Landlord harmless from
penalties, fines, costs, expenses suits, claims, or damages resulting from
Tenant’s failure to perform its obligations in this Section.


 


13.4 Rules and
Regulations. Landlord reserves the right from time to time to make
reasonable rules and regulations, governing loading of supplies, trash
collection, pest control, parking, noise, electrical overloads and similar
issues of general concern to all tenants in the event that the need therefore
should ever arise. Notice of such rules and regulations and amendments and
supplements thereto, if any, shall be given to the Tenant.


 


11

















 


ARTICLE 14

HAZARDOUS MATERIALS


 


14.1 Hazardous Materials.
Tenant shall not use or allow the Premises to be used for (he Release, storage,
use, treatment, disposal or other handling of any Hazardous Materials, without
the prior consent of Landlord, except that Tenant may without Landlord’s prior
written consent store, use, treat and handle such Hazardous Materials as are
ordinarily and commonly used in its operation of medical offices and radiation
treatment facilities provided that it does so, and disposes of same, in
accordance and compliance with applicable environmental laws, rules and
regulations (“Tenant’s Hazardous Materials Activity”). The term “Release” shall  have the same meaning as is ascribed to it
in the Comprehensive Environmental Response, Compensation and Liability Act, 42
U.S.C. § 9601 et seq., as amended, (“CERCLA”). The term “Hazardous Materials”
means (i) any substance defined as a “hazardous substance” under CERCLA, (ii) petroleum,
petroleum products, natural gas, natural gas liquids, liquefied natural gas,
and synthetic gas, and (iii) any other substance or material deemed to be
hazardous, dangerous, toxic, or a pollutant under any federal, state, or local
law, code, ordinance or regulation (“Hazardous Materials Laws”).


 


Tenant shall: (a) except
respect to Tenant’s Hazardous Materials Activity, to give prior notice to
Landlord of any other activity or operation to be conducted by Tenant at the
Premises which involves any other Release, use, handling, generation,
treatment, storage, or disposal of any Hazardous Materials, (b) comply in
all material respects with all federal, state, and local laws, codes,
ordinances, regulations, permits and licensing conditions governing the
Release, discharge, emission, or disposal of any Hazardous Materials and
prescribing methods for or other limitations on storing, handling, or otherwise
managing Hazardous Materials, (c) at its own expense, promptly contain and
remediate any Release of Hazardous Materials arising from or related to Tenant’s
Hazardous Materials Activity in the Premises and remediate and pay for any
resultant damage to properly, persons, and/or the environment, (d) give
prompt notice to Landlord, and all appropriate regulatory, authorities, of any
Release of any Hazardous Materials in the Premises arising from or related to,
Tenant’s Hazardous Materials Activity, which Release is not made pursuant to
and in conformance with the terms of any permit or license duly issued by
appropriate governmental authorities, any such notice to include a description
of “measures taken or proposed to be taken” by Tenant to contain and remediate
the Release and any resultant damage to property, persons, or the environment, (e) at
Landlord’s written request, which shall not be more frequent than once per
calendar year, retain an independent engineer or other qualified consultant or,
expert acceptable to Landlord, to conduct, at Tenant’s expense, an
environmental audit of the Premises and immediate surrounding areas, and the
scope of work to be performed by such engineer, consultant, or expert shall be
reasonably approved in advance by Landlord, and all of the engineer’s,
consultant’s or expert’s work product shall be made available to Landlord, (f) at
Landlord’s written request from time to time, executed affidavits,
representations and the like concerning Tenant’s best knowledge, and belief
regarding the presence of Hazardous Materials in the Premises, (g) reimburse
to Landlord, upon demand, the actual reasonable cost of any testing for the
purpose of ascertaining if there has been any Release of Hazardous Materials in
the Premises as a result of Tenant’s Hazardous Materials Activity, if such
testing is required by any governmental agency or Landlord’s Mortgagee, (h) upon
expiration or termination of this Lease, surrender the Premises to Landlord
free from the presence and contamination of any Hazardous Materials. Tenant
shall indemnify, protect, defend (by counsel reasonably acceptable to
Landlord), and hold Landlord and free and harmless from and against any and all
claims, liabilities, penalties, forfeitures, losses and expenses (including
actual reasonable attorneys’ fees) or death of or injury to any person or
damage to any property whatsoever arising from or caused in whole or in part,
directly or indirectly, by the presence in or about the Premises of any of
Tenant’s Hazardous Materials Activity or by Tenant’s


 


12

















 


failure to comply with any
Hazardous Materials Law regarding Tenant’s Hazardous Materials Activity or in
connection with any removal, remediation, clean up, restoration and materials
requited hereunder to return the Premises and any other property of whatever
nature to their condition existing prior to Tenant’s Hazardous Materials
Activity.


 


14.2 Disclosure Wartime
and Notice Obligations. Tenant shall comply with all laws, ordinances and
regulations in the State/Commonwealth of Florida regarding the disclosure of
the presence or danger of Tenant’s Hazardous Materials. Tenant acknowledges and
agrees that all reporting and warning obligations required under the Hazardous
Materials Laws with respect to Tenant’s Hazardous Materials Activity are the
sole responsibility of Tenant, whether or not such Hazardous Materials Laws
permit or require Landlord to provide such reporting or warnings, and Tenant
shall be solely responsible for complying with such Hazardous Materials Laws
regarding the disclosure of, the presence or danger of Tenant’s Hazardous
Materials Activity, Tenant shall immediately notify Landlord, in writing, of
any complaints, notices, warnings, reports or asserted violations of which Tenant
becomes aware relating to Hazardous Materials on or about the Premises. Tenant
shall also immediately notify Landlord if Tenant knows or has reason to believe
Tenant’s Hazardous Materials have or will be released in or about the Premises.


 


14.3 Environmental Tests
and Audits. Except to the extent required by any governmental authority
having jurisdiction over the Premises or Tenant’s use or occupancy thereof,
including without limitation Tenant’s Hazardous Materials Activity, Tenant
shall not perform or cause to be performed, any Hazardous Materials surveys,
studies, reports or inspection, relating to the Premises without obtaining
Landlord’s advance written consent, which consent may be withheld in Landlord s
sole discretion. At any time prior to the expiration of the Term, Landlord
shall have the right to enter upon the Premises in order to conduct appropriate
tests and to deliver to Tenant the results of such tests to demonstrate that
levels of any Hazardous Materials in excess of permissible levels has occurred
as a result of Tenant’s Hazardous Materials Activity.


 


14.4 Survival/Tenant’s
Obligations. The respective rights and obligations of Landlord and Tenant
under this Article shall survive the expiration or termination of this
Lease.


 


ARTICLE 15

DESTRUCTION OF PREMISES


 


15.1 Damage and
Destruction. If all or any part of the Premises shall be damaged or
destroyed by fire or other casualty, this Lease shall continue in full force
and effect, unless terminated as hereinafter provided, and Landlord shall repair,
restore or rebuild the Premises to the condition existing at the time of the
occurrence of the loss; provided, however, Landlord shall not be obligated to
commence such repair, restoration or rebuilding until insurance proceeds are
received by Landlord, and Landlord’s obligation hereunder shall be limited to
the proceeds actually received by Landlord under any insurance policy or
policies, if any, less those amounts (i) which have been required to be
applied towards the reduction of any indebtedness secured by a mortgage
covering the Premises or any portion thereof, and (ii) which are used to
reimburse Landlord for all costs and expenses, including but not limited to
attorneys’ fees, inclined by Landlord to recover any such insurance proceeds.


 


Tenant agrees to notify
Landlord in writing not less than thirty (30) days prior, to the date Tenant
opens for business in the Premises of the actual cost of all permanent
leasehold improvements and betterments installed or to be installed by Tenant
in the Premises (whether


 


13

















 


same have been paid for
entirely or partially by Tenant), but exclusive of Tenant’s personal property,
movable trade fixtures, equipment, furniture, apparatus and inventory. Similar
notifications shall be given to Landlord not less than thirty (30) days prior
to the commencement of any proposed alterations, additions or improvements to
the Premises, If Tenant fails to comply, with the foregoing provisions,
any loss or damage Landlord shall sustain by reason thereof shall be borne by
Tenant and shall be paid immediately by Tenant upon receipt of a bill therefore
and evidence of such loss, and in addition to any other rights or remedies
reserved by Landlord under this Lease, Landlord’s obligations under this Article to
repair, replace and/or rebuild the Premises shall be deemed inapplicable, and
in lieu thereof, Landlord may, at its election, either restore or require
Tenant to restore the Premises to the condition which existed prior to such loss,
and in either case Tenant shall pay the cost of such restoration.


 


Tenant covenants and agrees
to repair or replace Tenant’s fixtures, furniture, furnishings, floor
coverings, equipment and stock in trade and reopen for business in the Premises
within thirty (30) days after notice from Landlord that the Premises are ready
for re-occupancy.


 


No damage or destruction to
the Premises shall allow Tenant to surrender possession of the Premises nor
affect Tenant’s liability for the payment of rents or charges or any other
covenant herein contained, except as may be specifically provided in this
Lease.


 


Notwithstanding anything to
the contrary contained in this Section or elsewhere in this Lease, either
Tenant or Landlord, at their respective option, may terminate this Lease by
giving written notice thereof to the other within one hundred and eighty (180)
days from the date of the casualty if:


 


(a) The Premises or the
building in which the Premises are located shall be damaged or destroyed as a
result of an occurrence which is not covered by Landlord’s insurance; or


 


(b) The Premises shall
be damaged or destroyed during the last two (2) years of the Term or any
renewals thereof; or


 


(c) The Premises are
damaged or destroyed to the extent of twenty five-percent (25%) or more of the
replacement cost thereof, in which event Landlord will have the option of
terminating this Lease or any renewal thereof by serving written notice upon
Tenant and any prepaid Rent or Additional Rent will be prorated as of the date
of destruction and the unearned portion of such Rent will be refunded to Tenant
without interest.


 


If the Premises shall be
damaged or destroyed and in the event that neither parry has elected to
terminate this Lease as aforesaid, Landlord and Tenant shall commence their
respective obligations under this Article as soon as is reasonably
possible and prosecute the same to completion with all due diligence.


 


Except where the damage or
destruction results from the wrongful or grossly negligent act or omission of
Tenant, the Minimum Rent shall be abated proportionately with the degree to
which Tenant’s use of the Premises is impaired during the period of any damage,
repair or restoration provided for in this Article; provided further, that in
the event Landlord elects to repair any damages as herein contemplated, any
abatement of Minimum Rent shall end ten (10) days after written notice by
Landlord to Tenant that the Premises have been repaired. Tenant shall continue
the operation of its business on the Premises during any such period to the
extent


 


14

















 


reasonably practicable from
the standpoint of prudent business management, and any obligation of Tenant
under the Lease to apply charges reserved as Additional Rent shall remain in
full force and nothing in the Section shall be construed to abate
Additional Rent. Except for the abatement of Minimum Rent hereinabove provided,
Tenant shall not be entitled to any compensation or damage for loss in the use
of the whole or any part of the Premises and/or any inconvenience or annoyance
occasioned by any damage, destruction, repair or restoration. If Minimum Rent
is abated there shall be all corresponding and appropriate reduction made to
the Minimum Annual Volume.


 


Unless this Lease is
terminated by Landlord or Tenant within the time period provided hereinabove,
Landlord shall repair, restore and re-fixture all parts of the Premises not
insured under any insurance policies insuring Landlord in a manner and to a
condition equal to (hat existing prior to its destruction or damage, including,
without limitation, all exterior signs, trade fixtures, equipment, display
cases, furniture, furnishings and other installations of personality of Tenant.
The proceeds of all insurance carried by Tenant on its property and
improvements shall be held in trust by Tenant for the purpose of said repair
and replacement. Tenant shall give to Landlord prompt written notice of, any
damage to or destruction of any portion of the Premises resulting from fire or
other casualty.


 


ARTICLE 16

EMINENT DOMAIN


 


16.1 Total Condemnation
of Premises. If the whole of the Premises shall be acquired or condemned by
eminent domain for any public or quasi-public use or purpose, then the Term of
this Lease shall cease and terminate as of the date of title vesting in such
proceeding and all rentals shall be paid up to that date.


 


16.2 Partial Condemnation
of Premises.


 


16.2.1 If twenty (20%)
percent or more of the Premises shall be acquired or condemned by eminent
domain for any public or quasi-public use or purpose, then the Tenant shall
have the option to cancel and terminate this Lease upon notice thereof given to
the Landlord within ninety (90) days after the vesting of title in such
proceeding.


 


16.2.2 In the event that
less than twenty (20%) percent of the Premises shall be acquired or condemned
by eminent domain for any public or quasi-public use or purpose, or in the
event twenty (20%) percent or more of the Premises shall have been so taken,
and Tenant shall not elect to terminate this Lease as set forth above, then the
Landlord shall promptly restore the Premises to a condition reasonably
comparable under the circumstances to its condition at the time of such
condemnation, less the portion lost in the taking; and this Lease shall
thereafter continue in full force and effect. In such event of a partial
taking, described hereinabove, from the effective date that physical possession
is taken by the condemning authority through the end of the term of this Lease,
the annual Minimum Rent payable by Tenant to Landlord under this Lease shall be
reduced by a fraction, the numerator of which shall be the gross area of the
premises so taken by the condemning authority and the denominator of which
shall be the gross area of the Premises on the date immediately prior to the
effective date of such taking.


 


16.3 Total Condemnation
of Parking. If the whole of the common parking areas at or near the
Premises shall be acquired or condemned by eminent domain for any public or
quasi-public use or purpose, then the term of this Lease shall cease and
terminate as of the date of title vesting in such proceeding.


 


15

















 


16.4 Partial Condemnation
of Parking Area. If twenty (20%) percent or more of the common parking
areas at or near the Premises shall be acquired or condemned by eminent domain
for any public or quasi-public use or purpose, then the Tenant shall have the
option to cancel and terminate this Lease upon notice thereof given to the
Landlord within ninety (90) days after the vesting of title in such proceeding.


 


If less than twenty (20%)
percent of the parking areas at or near the Premises shall be acquired or
condemned by eminent domain for any public or quasi-public use or purpose, or
if more than twenty (20%) percent of the parking areas shall be so acquired or
condemned, but Tenant shall not elect to cancel and terminate this Lease, then
the Landlord shall restore the parking areas to a condition reasonably
comparable under the circumstances to its condition at the time of such
condemnation, less the portion lost in the taking. In such event, this Lease
shall be and remain in full force and effect and no reduction of Minimum Rent
or any Additional Rent payable by Tenant under this Lease shall be allowed in
such circumstances, but Tenant shall continue to pay the full Minimum Rent or
any Additional Rent payable under this Lease for the balance of the term
hereof.


 


ARTICLE 17

DEFAULTS


 


17.1 Events of Default By
Tenant. If (1) Tenant abandons or surrenders all or any part of the
Premises prior to the expiration of the Term of the Lease or (2) Tenant
fails to pay Rent or Additional Rent within five (5) days after notice
from Landlord of delinquency, (3) Tenant fails to fulfill any of the terms
or conditions of this Lease or any other lease heretofore made by Tenant for
space in the Premises and the same is not cured within thirty (30) days after
written notice thereof from Landlord, unless the same cannot be cured within
said thirty (30) day period; in which case Tenant shall have such additional
time as is reasonably necessary to cure such default, not to exceed ninety (90)
days in any and all events, provided that Tenant commences such cure within
said thirty (30) day period and thereafter diligently prosecutes the same to
completion, or (4) the appointment of a trustee or a receiver to take
possession of all or substantially all of Tenant’s assets occurs, or if the
attachment, execution or other judicial seizure of all or substantially all of
Tenant’s assets located at the Premises, or of Tenant’s interest in this Lease,
occurs, and in the case of an involuntary appointment only, the same is not
dismissed within ninety (90) days from said appointment, or (5) Tenant or
any of its successors or assigns or any guarantor of this Lease (“Guarantor”)
should file any voluntary petition in bankruptcy, reorganization or
arrangement, or an assignment for the benefit of creditors or for similar
relief under any present or future statute, law or regulation relating to
relief of debtors, or (6) Tenant or any of its successors or assigns or
any Guarantor should be adjudicated bankrupt or have an involuntary petition in
bankruptcy, reorganization or arrangement filed against it and the same not be
dismissed within ninety (90) days of the date of the filing thereof, or (7) Tenant
shall permit, allow or suffer to exist any lien, judgment, writ, assessment,
charge, attachment or execution upon Landlord’s or to the Premises, and/or the
fixtures, improvements and furnishings located thereon, except as otherwise
permitted herein; then, Tenant shall be in default hereunder.


 


17.2 Landlord’s Default.
If Tenant asserts that Landlord has failed to meet any of its obligations under
this Lease, Tenant shall provide written notice (“Notice of Default”) to
Landlord specifying the alleged failure to perform, and Tenant shall send by
certified mail, return


 


16

















 


receipt requested, a copy of
such Notice of Default to any and all mortgage holders, provided that Tenant
has been previously advised of the addresses) of such mortgage holder(s).
Landlord shall have a thirty (30) day period after receipt of the Notice of
Default in which to commence curing any non-performance by Landlord, and Landlord
shall have as much time thereafter to complete such cure as is necessary so
long as Landlord’s cure efforts are diligent and continuous, if Landlord has
not begun the cure within thirty (30) days of receipt of the Notice of Default,
or Landlord does not thereafter diligently and continuously attempt to cure,
then Landlord shall be in default under this Lease. If Landlord is in default
under this Lease, then the mortgage holder(s) shall have an additional
thirty (30) days, after receipt of a second written notice from Tenant, within
which to cure such default or, if such default cannot be cured within that
time, then such additional time as may be necessary so long as their efforts
are diligent and continuous.


 


ARTICLE 18

LANDLORD’S REMEDIES FOR TENANT’S DEFAULT.


 


18.1 Landlord’s Options.
If Tenant is in default of this Lease, Landlord may, at its option, in addition
to such other remedies as may be available under the law of the
State/Commonwealth of Florida:


 


(a) Terminate this
Lease and Tenant’s right of possession; or


 


(b) Terminate Tenant’s
right to possession but not the Lease and/or proceed in accordance with any and
all provisions of Section 18.2 below.


 


18.2 Landlord’s Remedies.
Landlord may without further notice reenter the Premises either by force or
otherwise and dispossess Tenant by summary proceedings or otherwise, as well as
the legal representatives) of Tenant and/or other occupants) of the Premises,
and remove their effects and hold the Premises as if this Lease had not been
made, and Tenant hereby waives the service of notice of intention to re-enter
or to institute legal proceedings to that end; and/or at Landlord’s option.


 


All Rent for the balance of
the Term will, at the election of Landlord, be accelerated and the present
worth of same for the balance of the Term, net of amounts actually collected by
Landlord, shall become immediately due thereupon and be paid, together with all
expenses of every nature which Landlord may incur such as (by way of
illustration and not limitation) those for attorneys’ fees, brokerage,
advertising, and refurbishing the Premises in good order or preparing them for
re-rental. For purposes of this provision, “present worth” shall be computed by
discounting such amount to present worth at a discount rate equal to one
percentage point above the discount rate then in effect at the Federal Reserve
Bank nearest to the location of the Premises.


 


Landlord may re-let the
Premises or any part thereof, either in the name of Landlord or otherwise, for
a term or terms which may at Landlord’s option be less than or exceed the
period which would otherwise have constituted the balance of the Term, and may
grant concessions or free rent or charge a higher rental than that reserved in
this Lease; and/or at Landlord’s option, Tenant or its legal representatives
will also pay to Landlord as liquidated damages any deficiency between the Rent
and all Additional Rent hereby reserved and/or agreed to be paid and the net
amount, if any, of the rents collected on account of the lease or leases of the
Premises for each month of the period which would otherwise have constituted
the balance of the Term.


 


17














 


If Landlord exercises the
remedy above, and provided that Tenant has paid Landlord the accelerated Rent
as required by this Section, Landlord shall remit to Tenant on a monthly basis
until the Expiration Date any amounts actually collected by Landlord as a
result of are letting remaining after subtracting therefrom all reasonable
costs paid by Landlord to secure a replacement tenant including reasonable
marketing/leasing costs, fees and commissions, and costs of preparing
improvements and refurbishment to the Premises for the replacement tenant. In
no event shall the total amount paid to Tenant pursuant to the preceding
sentence exceed the accelerated Rent paid by Tenant to Landlord. If this Lease
is terminated, Landlord may re-let the Premises or any part thereof, alone or
together with other premises, for such term or terms (which may be greater or
less than the period which otherwise would have constituted the balance of the
Term) and on such terms and conditions (which may include concessions or free rent
and alterations of the Premises) as Landlord, in its sole discretion, may
determine, but Landlord shall not be liable for nor shall Tenant’s obligations
hereunder be diminished by reason of, any failure by Landlord to re-let the
Premises or any failure by Landlord to collect any rent due upon such
re-letting.


 


18.3 Waiver of Jury Trial.
To the extent permitted by law, Tenant hereby waives: (a) jury trial in
any action or proceeding regarding a monetary default by Tenant and/or Landlord’s
right to possession of the Premises, and (b) in any action or proceeding
by Landlord for eviction where Landlord has also filed a separate action for
damages, Tenant waives the right to interpose any counterclaim in such eviction
action. Moreover, Tenant agrees that it shall not interpose or maintain any
counterclaim in such damages action unless it pays and continues to pay all
Rent, as and when due, into the registry of the court in which the damages
action is filed.


 


18.4 Waiver of Rights of
Redemption. 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 Premises, by reason of the violation by Tenant of any of the
covenants or conditions of this Lease or otherwise.


 


ARTICLE 19

BANKRUPTCY PROVISIONS


 


19.1 Event of Bankruptcy.
If this Lease is assigned to any person or entity pursuant to the provisions of
the United States Bankruptcy Code, 11 U.S.C. Section 101 et seq. (the “Bankruptcy
Code”), any and all monies or other consideration payable or otherwise to be
delivered in connection with such assignment shall be paid or delivered to
Landlord, shall be and remain the exclusive property of Landlord, and shall not
constitute the property of Tenant or of the estate of Tenant within the meaning
of the Bankruptcy Code. Any and all monies or other considerations constituting
Landlord’s property under this Section not paid or delivered to Landlord
shall be held in trust for the benefit of Landlord and shall be promptly paid
or delivered to Landlord. Any person or entity to which this Lease is assigned
pursuant to the provisions of the Bankruptcy Code shall be deemed without
further act or deed to have assumed all of the obligations arising under this
Lease on and after the date of such assignment.


 


19.2 Additional Remedies.
In addition to any rights or remedies hereinbefore or hereinafter conferred
upon Landlord under the terms of this Lease, the following remedies and
provisions shall specifically apply in the event Tenant is in default of this
Lease:


 


19.2.1 In all events, any
receiver or trustee in bankruptcy shall either expressly assume or reject this
Lease within sixty (60) days following the entry of an “Order for Relief” or
within such earlier time as may be provided by applicable law.


 


18

















 


19.2.2 In the event of an
assumption of this Lease by a debtor or by a trustee, such debtor or trustee
shall within fifteen (15) days after such assumption (i) cure any default
or provide adequate assurance that  defaults
will be promptly cured; (ii) compensate Landlord for actual pecuniary loss
or provide adequate assurance that compensation will be made for actual
monetary loss, including, but not limited to, all attorneys’ fees and costs
incurred by Landlord resulting from any such proceedings; and (iii) provide
adequate assurance of future performance.


 


19.2.3 Where a default
exists under this Lease, the trustee or debtor assuming this Lease may not
require Landlord to provide services or supplies incidental to this Lease
before its assumption by such trustee or debtor, unless Landlord is compensated
under the terms of this Lease for such services and supplies provided before
the assumption of such Lease.


 


19.2.4 The debtor or trustee
may only assign this Lease if (i) it is assumed and the assignee agrees to
be bound by this Lease, (ii) adequate assurance of future performance by
the assignee is provided, whether or not there has been a default under this
Lease, and (iii) the debtor or trustee has received Landlord’s prior
written consent pursuant to the provisions of this Lease. Any consideration
paid by any assignee in excess of the rental reserved in this Lease shall be
the sole property of, and paid to, Landlord.


 


19.2.5 Landlord shall be
entitled to the fair market value for the Premises and the services provided by
Landlord (but in no event less than the rental reserved in this Lease)
subsequent to the commencement of a bankruptcy event.


 


19.2.6 Any security deposit
given by Tenant to Landlord to secure the future performance by Tenant of all
or any of the terms and conditions of this Lease shall be automatically
transferred to Landlord upon the entry of an “Order of Relief.”


 


19.2.7 The parties agree
that Landlord is entitled to adequate assurance of future performance of the
terms and provisions of this Lease in the event of an assignment under the
provisions of the Bankruptcy Code. For purposes of any such assumption or
assignment of this Lease, the parties agree that the term “adequate assurance”
shall include, without limitation, at least the following: (i) any
proposed assignee must have, as demonstrated to Landlord’s satisfaction, a net
worth (as defined in accordance with generally accepted accounting principles
consistently applied) in an amount sufficient to assure that the proposed
assignee will have the resources to meet the financial responsibilities under
this Lease, including the payment of all Rent; the financial condition and
resources of Tenant are material inducements to Landlord entering into this
Lease; (ii) airy proposed assignee must have engaged in the Use described
in Section 1.2 for at least five (5) years prior to any such proposed
assignment, the parties hereby acknowledging that in entering into this Lease,
Landlord considered extensively Tenant’s permitted use and determined that such
permitted business would add substantially to the tenant balance in the
Premises, and were it not for Tenant’s agreement to operate only Tenant’s
permitted business on the Premises, Landlord would not have entered into this
Lease, and that Landlord’s operation of the Premises will be materially
impaired if a trustee in bankruptcy or any assignee of this Lease operates any
business other than Tenant’s permitted business; (iii) any assumption of
this Lease by a proposed assignee shall not adversely affect Landlord’s
relationship with any of the remaining tenants in the building in which the
Premises are located,


 


19

















 


taking into consideration
any and all other “use” clauses and/or “exclusivity” clauses which may then
exist under their  leases with
Landlord; and (iv) any proposed assignee must not be engaged in any
business or activity which it will conduct on the Premises and which will
subject the Premises to contamination by any Hazardous Materials.


 


ARTICLE 20

LIMITATIONS OF LANDLORD’S LIABILITY


 


The term “Landlord” as used
in this Lease, so far as covenants or obligations on the part of the Landlord
are concerned shall be limited to mean and include only a ground lessee if the
named Landlord herein is holding the  premises
under a ground lease for so long as the named Landlord is the holder of such
ground lease interest or the owner or owners of the fee simple of the Premises;
and in the event of transfer or transfers of either the ground leasehold
interest to any other person or the  transfer
of title to the fee premises to any person, the Landlord herein named (and in
the case of subsequent transfers or conveyances the then grantor or assignor),
shall be automatically freed and relieved from and after the date of such
transfer or conveyance or assignment of all liability as respects the
performance of any covenant or obligation on the part of the Landlord contained
in this Lease thereafter to be performed, it being the intention of the parties
that the covenants and obligations to be observed and performed by the-Landlord
shall be binding upon the Landlord only during and in respect of its period of
ownership of either a leasehold interest, or a fee interest as the case may be.
Anything in this Lease to the contrary notwithstanding, Tenant agrees that
Tenant shall, subject to prior rights of any mortgagee of the Premises, look
solely to the estate and property of Landlord in the Premises for 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, covenants and conditions of this Lease to be
observed and/or performed by Landlord, and no other assets of Landlord or any
principal of Landlord shall be subject to levy, execution or other procedures
for the satisfaction of Tenant’s remedies.


 


20

















 


ARTICLE 21

ACCESS BY LANDLORD


 


Landlord or Landlord’s
agents shall have the right to enter the Premises at all reasonable times and,
except in the case of emergency, on not less than forty-eight (48) hours prior
notice to Tenant, to examine the same and to show them to prospective
purchasers of the building, and to make such repairs, alterations, improvements
or additions as Landlord may deem necessary or desirable, and Landlord shall be
allowed to take all material into and upon said Premises that may be required
therefor, without the same constituting an eviction of Tenant in whole or in
part and the Rent reserved shall in no way abate while said repairs,
alterations, improvements, or additions are being made, by reason of loss or
interruption of business of Tenant, or otherwise. During the six (6) month
period prior to the expiration of the term of this Lease or any renewal term,
unless Tenant shall have exercised its then right to renew the term of this Lease,
Landlord may exhibit the Premises to prospective tenants or purchasers, and
place upon the premises the usual notices “To Let” or “For Sale” which notices
Tenant shall permit to remain thereon without molestation. Nothing herein
contained, however, shall be deemed or construed to impose upon Landlord any
obligation, responsibility or liability whatsoever, for the care, maintenance,
or repair of the Premises or any part thereof, except as otherwise herein
specifically provided. Landlord to give Tenant reasonable notice during
business hours prior to any entry.


 


ARTICLE 22

QUIET ENJOYMENT


 


22.1 Landlord’s Covenant.
Upon payment by the Tenant of the rents and other 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 Premises for the term hereby demised without
hindrance or interruption by Landlord or any other person or persons lawfully
or equitably claiming by, through or under the Landlord, subject, nevertheless,
to the terms and conditions of this Lease.


 


ARTICLE 23

MISCELLANEOUS


 


23.1 Accord and
Satisfaction. No payment by Tenant or receipt by Landlord of a lesser
amount than the rent herein stipulated to be paid shall be deemed to be other
than on account of the earliest stipulated rent, nor shall any endorsement or
statement on any check or any letter accompanying any check or payment as rent
be deemed an accord and satisfaction, and Landlord may accept such check or
payment without prejudice to Landlord’s right to recover the balance of such
rent or pursue any other remedy provided herein or by law.


 


23.2 Entire Agreement,
This Lease constitutes all covenants, promises, agreements, conditions and understandings
between Landlord and Tenant concerning the Premises and the Building and there
are no covenants, promises, conditions or understandings, either oral or
written, between them other than are herein set forth. Neither Landlord nor
Landlord’s agents have made nor shall be bound to any representations with
respect to the Premises or the Building except as herein expressly set forth,
and all representations, either oral or written, shall be deemed to be merged
into this Lease Agreement. Except as herein otherwise provided, no subsequent
alteration change or addition to this lease shall be binding upon Landlord or
Tenant unless reduced to writing and signed by them.


 


21

















 


23.3 Notices.


 


23.3.1 Any notice by Tenant
to Landlord must be served by certified mail return requested, addressed to
Landlord at the address first hereinabove given or at such other address as
Landlord may designate by written notice. Tenant shall also provide copies of
any notice given to Landlord to such mortgagees, agents or attorneys of
Landlord as Landlord may direct.


 


23.3.2 After commencement of
the term hereof any notice by Landlord to Tenant shall be served by certified
mail, return receipt requested addressed to Tenant at the Premises or at such
other address as Tenant shall designate by written notice, or by delivery by
Landlord to the Premises or to such other address.


 


	
  Landlord:

  	
  Tenant:

  
	
  2234 Colonial Blvd.

  	
  2234 Colonial Blvd.

  
	
  Fort Myers, FL 33907

  	
  Fort Myers, FL 3 3907

  
	
  Attn: Cathy Newkirk

  	
  Attn: David Watson

  



 


23.3.3 All notices given
hereunder shall be in writing, and shall be effective and deemed to have been
given only upon receipt by the party to which notice is being given, said
receipt being deemed to have occurred upon hand delivery or posting, or upon
such date as the postal authorities shall show the notice to have been
delivered, refused, or undeliverable, as evidenced by the  return receipt. Notwithstanding any other
provision hereof, Landlord shall also have the right to give notice to Tenant
in any other manner provided by law.


 


23.4 Successors. All
rights and liabilities herein given to, or imposed upon,, the respective
parties hereto shall extend to and bind the several respective heirs, legal
representatives, and permitted successors and assigns of the said parties; and
if there shall be more than one person or party constituting the Tenant, they
shall be bound jointly and severally by the terms, covenants and agreements
herein. No rights, however, shall inure to the benefit of any assignee of
Tenant unless the assignment to such has been approved by Landlord in writing
as provided herein. Nothing contained in this Lease shall in any manner
restrict Landlord’s right to assign or encumber this Lease and, in the event Landlord
sells its interest in the Building and the purchaser assumes Landlord’s
obligations and covenant, Landlord shall thereupon be relieved of all further
obligations hereunder.


 


23.5 Captions and Section Numbers.
The captions, section numbers, and article numbers 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 such sections or articles of this Lease nor
in any way affect this Lease.


 


23.6 Broker’s Commission.
The Tenant represents and warrants to Landlord that it has dealt with no real
estate broker, agent, salesperson or finder in connection with this Lease or
the Premises. Notwithstanding the foregoing, Tenant agrees to indemnify, defend
and save the Landlord harmless from all liabilities arising from claims by any
real estate broker or agent claiming through Tenant. Such indemnity of Tenant
shall include, without limitation, all of attorneys, fees incurred in
connection therewith.


 


23.7 Partial Invalidity.
If any term, covenant or condition of this Lease or the application thereof to
any person or circumstances shall, to any extent, be invalid or unenforceable,
the remainder of this Lease the application of such term, covenant or condition
to


 


22

















 


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 enforceable to the fullest extent permitted by law.


 


23.8 Estoppel Certificate.
Landlord and Tenant agree that each will, at any time and from time to time,
within ten (10) days following written notice by the other party hereto
specifying that it is given pursuant to this Section, execute, acknowledge and
deliver to the party who gave such notice, or its designate, a statement in
writing certifying that this Lease is unmodified and in full force and effect (or if there have
been modifications, that the same is in full
force and effect and stating the modifications), and the date to
which the annual rent and any other payments due hereunder from Tenant have
been paid in advance, if any, and stating whether or not there are defenses or
offsets claimed by the maker of the certificate and whether or not to the best
of knowledge of the signer of such certificate the other party is in default in
performance of any covenant agreement or condition contained in this Lease, and
if so, Specifying each such default of which the maker may have knowledge and
if requested, such financial information concerning Tenant and Tenant’s
business operations (and the Guarantor of this Lease, if this Lease be
guaranteed) as may be reasonably requested by any Mortgagee or prospective
mortgagee or purchaser. The failure of either party to execute, acknowledge and
deliver to the other a statement in accordance with the provisions of this Section within
said ten (10) business day period shall constitute an acknowledgment, by
the party given such notice, which may be relied on by any person holding or
proposing to acquire an interest in the Building or any party thereof or the
Premises or this Lease from or through the other party, that this Lease is
unmodified and in full force and
effect and that such rents have been duly and fully
paid to an including the respective due dates immediately preceding
the date of such notice and shall constitute, as to any person entitled as
aforesaid to rely upon such statements, waiver of any defaults which may exist
prior to the date of such notice; provided, however that nothing contained in
the provision of this Section shall constitute waiver by Landlord of any
default in payment of rent or other charges existing as of the date of such
notice and, unless expressly consented to in writing by Landlord, and Tenant
shall still remain liable for the same.


 


23.9 Liability of
Landlord. Tenant shall look solely to the estate and property of the
Landlord in the Premises for the collection of any judgment, or in connection
with any other judicial process, requiring the payment of money by Landlord in
the event of any default by Landlord with respect to any of the terms,
covenants and conditions of this Lease to be observed and performed by
Landlord, and no other property or estates of Landlord shall be subject to
levy, execution or other enforcement procedures for the satisfaction of Tenant’s
remedies and rights under this Lease. Both parties waive a jury trial if any
litigation arises.


 


23.10 Recordings.
Tenant shall not record this Lease, or any memorandum or short form thereof,
without the written consent and joinder of Landlord.


 


23.11 Time of Essence.
Time is of the essence with respect to the performance of every provision of
this Lease in which time of performance is a factor.


 


23

















 


ARTICLE 24

TENANT’S PROPERTY


 


24.1 Taxes on Leasehold.
Tenant shall be responsible for and shall pay before delinquency all municipal,
county or state taxes assessed during the term of this Lease against any leasehold
interest or personal property of any kind, owned by or placed in, upon or about
the Premises by the Tenant.


 


24.2 Personal Property.
Landlord shall not be liable for any damage to property of Tenant or of others
located on the Premises, nor for the loss of or damage to any property of
Tenant or of others by theft or otherwise. Landlord shall not be liable for any
injury or damage to persons or property resulting from fire, explosion, falling
plaster, steam, gas, electricity, water, rain, or snow or leaks from any part
of the Premises or from the pipes, appliances or plumbing works or from the
roof, street or subsurface or from any other place or by dampness or by any
other cause of whatsoever nature. Landlord shall not be liable for any such
damage caused by other tenants or persons in the Premises, occupants of
adjacent property, or caused by operation in construction of any private,
public or quasi-public work. All property of Tenant kept or stored on the
Premises shall be so kept or stored at the sole risk of Tenant only.


 


24.3 Notice by Tenant.
Tenant shall give immediate notice to Landlord in case of fire or accidents in
the Premises or in the building of which the Premises are a part or of defects
therein or in any fixtures or equipment.


 


ARTICLE 25

HOLDING OVER SUCCESSORS


 


25.1 Surrender of
Premises. At the expiration of the tenancy hereby created, Tenant shall
surrender the Premises in the same condition as the Premises were in upon the
Commencement Date, reasonable wear and tear excepted, and damage by unavoidable
casualty excepted, and shall surrender all keys for the Premises to Landlord at
the place then fixed for the payment of rent and shall inform Landlord of all
combinations on locks, safes and vaults, if any, in the Premises. Tenant shall remove
all its trade fixtures before surrendering the premises as aforesaid and shall
repair any damage to the Premises caused thereby. Tenant’s obligation to
observe or perform this covenant shall survive the expiration or other
termination of the term of this Lease.


 


ARTICLE 26

ATTORNEY FEES AND COSTS


 


26.1 Attorney Fees and
Costs, In the event of a lawsuit or litigation concerning this Lease
or enforcement of this Lease the prevailing party shall be entitled to
reasonable attorney fees and costs. This will also cover appellant fees and
appellant costs.


 


ARTICLE 27

GOVERNING LAW


 


27.1 Governing Law.
In the event of a lawsuit, litigation or interpretation of this Lease Agreement
parties shall be governed by the laws of the State/Commonwealth of Florida.


 


24

















 


ARTICLE 28

SPECIAL JURISDICTIONAL PROVISIONS


 


[Florida: 28.1 Radon
Gas. The following disclosure is required by Florida law: “Radon Gas: Radon
is a naturally occurring radioactive gas that, when it has accumulated in a
building in sufficient quantities, may present health risks to persons who are
exposed to it over time. Levels of radon that exceed federal and state
guidelines have been found in buildings in Florida. Additional information
regarding radon and radon testing may be obtained from your county public
health unit.”]


 


IN WITNESS WHEREOF, the
undersigned has hereunto set his hand and seal on 6th day of November, 2007.


 


	
   

  	
  LANDLORD:

  	
  /s/ Daniel Dosoretz

  
	
   

  	
   

  	
  Daniel Dosoretz

  
	
   

  	
   

  	
   

  
	
   

  	
  TENANT:

  	
  /s/ David Watson

  
	
   

  	
   

  	
  David Watson

  



 


25