Exhibit 10.2


 


EXECUTIVE OFFICE LEASE AGREEMENT


(September 2005 Version)


 


THIS
LEASE is entered into this 1st day of January, 2009 between PROFESSIONAL SUITES AT THE GALLERIA, INC., a Florida
corporation, (Landlord), and PROSPECT ACQUISITION
CORP., a Delaware corporation (Tenant).


 


THE
PARTIES AGREE AS FOLLOWS:


 


ARTICLE 1. AGREEMENT FOR USE AND OCCUPANCY


 


1.1.                            Lease of Premises


 


On
this day, the Landlord leases to the Tenant, and the Tenant hires and takes the
premises Suite 318 being
located at Galleria Plaza, Building A, 9130 Galleria
Court, Naples, Florida 34109 (Leased Premises) as graphically
depicted on Exhibit “A” attached hereto and made a part hereof.


 


1.1.1.                   The purpose of the floor plan attached hereto
as Exhibit A is to show the approximate location of the Premises. Landlord reserves the right at any time to relocate the common areas shown on
said floor plan. Landlord may relocate Tenant to another location in the
building at Landlord’s sole cost and expense and with Tenant’s reasonable
approval to such other location within the building.


 


1.1.2.                   COMMON AREAS. The use and occupation by the
Tenant of the Premises shall include the use of, in common with others entitled
thereto, the Common Areas including the lobby, entrances, stairs, elevator,
roads, sidewalks, parking areas and other public portions as may from time to
time be designated by the Landlord, subject however, to the terms and
conditions of this Lease and to the rules and regulations for the use
thereof as reasonably prescribed from time to time by the Landlord, and
attached hereto as Exhibit C.  All the windows and outside walls of the
Premises and any space in the Premises used for shafts, pipes, conduits, ducts,
electric or other utilities, sinks or other building facilities, and the use
thereof and access thereto through the Premises for the purpose of operation,
maintenance and repairs, are reserved to Landlord.  Landlord allows Tenant access to said areas as
may reasonably be necessary for Tenant’s permitted use. Landlord further reserves
the right to alter or change these areas as the need may arise and as Landlord
reasonably deems necessary.


 


1.2.                            Purpose of Use and Occupancy


 


The
Tenant will use and occupy the Leased Premises for General
Office Purposes as permitted by Collier County Development Services office
zoning and use regulations and for no other purposes or uses of any
kind, except as described in Paragraph 7.1. 


 


1.3.                            Receipt of Payments


 


On
execution of this lease, the Landlord acknowledges receipt of all of the
following:


 


1.3.1.                   $1,261.40 in rent for the first and last month
($630.70 & $630.70), as required under Paragraph 3.1.
Rent for any occupancy prior to the first calendar day of the month shall be
prorated, and due at Lease execution with the aforementioned first and last month
rent. Tenant shall also pay the sales tax on the rents; at the time this form
was drafted, sales tax is 6%. 


 


1.3.2.                 $595.00 in security deposit, as required under Paragraph 5.1 .


 


The
total amount that the Landlord has received is $1,856.40.


 


ARTICLE 2. TERM


 


2.1.                            Term of Lease


 


The
Tenant may possess the Leased Premises for the term of Eleven (11)
Months (“Term”), beginning the 1st day of January 2009, (“Commencement
Date”) and ending at midnight on the 30 day of November, 2009, (“Termination
Date”).


 


2.2.                            Extension of Term


 


Not
applicable.


 


ARTICLE 3. RENT


 


3.1.                            Amount and Payment of Rent


 


This
rent is payable without the Landlord’s demand on the first day of each month
during the Lease term in equal monthly installments of $595.00
per month plus applicable sales tax (currently 6%) per month and all rent
checks shall be made payable and delivered to Landlord’s manager, Professional
Suites at the Galleria., 9130 Corsea del Fontana Way, Naples, FL 34109 or at
any other place or to any other person the Landlord may from time to time
designate. If the rent is not received by the 5th day of the month, then on the
5th day the rent amount due for the month (consequently, also the applicable
annual period) is increased by $50.00 with the amount increasing by an
additional $20 for each day thereafter until the rent is paid in full,
including the additional rent amount. If this Lease commences in the middle of
the rental period, the rent will be prorated and will be due upon Lease
execution (see Section 1.3.1 above).


 


	
  Monthly Rent

  	
   

  	
  Addendum Options

  	
   

  	
  Sales Tax

  	
   

  	
  Total Per Month

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  $595.00

  	
   

  	
  $N/A

  	
   

  	
  $35.70

  	
   

  	
  $630.70

  	
   

  



 


BUSINESS
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(September 2005
Version)


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3.2.                            Rent Adjustments


 


The
amount of fixed annual rent under Paragraph 3.1 will be
increased in the second year (2nd) year following the date of this Lease and in
each subsequent year by an amount equal to the increase of CPI during the
twelve (12) months preceding, however the increase shall not to be less than
2.5% or greater than 5.0% in any single year. The term CPI means the Consumer
Price Index for All Urban Consumers, Southern Region, All Items (1993-95 = 100)
published by the Bureau of Labor Statistics of the U.S. Department of Labor. If
the CPI shall become unavailable the Landlord shall select a substitute index
published by any agency of the U.S.


 


ARTICLE 4. ADDITIONAL PAYMENTS


 


4.1.                            Additional Rent Payments


 


In
addition to the minimum annual rent under Paragraph 3.1,
all other payments that the Tenant makes under this Lease are considered
additional rent, regardless of whether the payments are so designated. All
additional payments plus applicable sales tax are due and payable at the time the Landlord demands payment, or at the
time the next succeeding rent installment is due, whichever occurs first.
Tenant shall pay without notice, except as may be required in this Lease, and without any deductions, setoff or
abatement, all sums, impositions, costs, rents, expenses and other payments
which Tenant is required to pay under this Lease, and fees for services
pursuant to the schedule of services and fees attached hereto as Exhibit D
and incorporated herein by reference, and in the event of any nonpayment
thereof, and Tenant’s failure to cure during any applicable grace period,
Landlord shall have (in addition to all other rights and remedies) all the
rights and remedies provided for in this Lease or by law in the instance of
nonpayment of Rent. Such charges may include, but not be limited to, Landlord’s
support services such as telephone equipment and answering. All Rent and other
charges not paid when due shall bear interest at the maximum rate of interest
permitted under the laws of Florida from and after the date said Rent and
additional charges become due, and the  same shall be regarded as Additional Rent
hereunder.


 


4.2.                            Utility or Service Charges


 


Tenant
shall be solely responsible for and promptly pay all charges for TV satellite
hookup and its monthly fee, internet hookup and its monthly fee, telephone and
its monthly fee, including interior line hookup and monthly fee or any other
utility exclusively used or consumed by Tenant. Tenant is responsible for any
installation charges or deposits that may be required from each service
provider. Tenant shall pay for all said utility charges exclusively servicing
the Premises upon occupancy of such Premises. In no event shall Landlord be
liable to Tenant for an interruption or failure in the supply or service of any
such utilities to the Premises. The Tenant may not permit or suffer any utility
facility to be overloaded. If the Tenant fails to repair any damage or
destruction to, or otherwise fails to maintain, the Leased Premises, the
Landlord may repair the damage or destruction or may conduct any maintenance
that the Landlord deems necessary in its own sole discretion. The cost of the
repair or maintenance is considered additional rent.


 


4.3.                            Additional Work


 


Any
costs that the Landlord charges to the Tenant for services or work done on the
Leased Premises at the Tenant’s request or as otherwise required under this
Lease will be considered rent due and may be included in any lien for rent
arrearages. Professional Suites offers additional courtesy services and
products (photocopies, facsimiles, word processing, clerical support, postage
and shipping and signage etc). tenant will receive a monthly invoice for these
charges.


 


4.4.                            Sales and Use Taxes


 


At
the time rental payments are made, the Tenant agrees to pay to the Landlord all
sales and use taxes that arise because of payment of rent to the Landlord.


 


4.5.                            Specific Services Provided
by Landlord.


 


Landlord
shall provide the following services at the Landlord’s expense:


 


4.5.1.                   The Receptionist/Secretary shall greet and
announce all visitors of Tenants occupying suites on the Third level.


 


4.5.2.                   The Tenant shall have the use of a conference
room for conference activities only. To insure availability, the conference
room shall be reserved beforehand with the Receptionist. To insure a quiet
atmosphere, the conference room may not be used for activities that create
noise or any disturbance. The use of the conference room is not to be booked
more than a week in advance. The use of the conference room is limited to not
more than ten (10) hours per month, subject to availability. Additional
hours are available at an additional fee.


 


4.5.3.                   The Tenant shall be provided with one standard
telephone instrument per suite but will
be responsible for the cost of the telephone
line.


 


4.5.4.                   The Tenant shall be provided signage for a
nominal fee, consisting of the Tenant’s name or business in both the downstairs
lobby of the building and outside of the Tenant’s suite.


 


4.5.5.                   The Landlord shall provide the Tenant and its
guests, exclusively, with coffee at no charge. Soft drinks and snacks are
available for a fee and are located on the Third Level.


 


4.5.6.                   A photocopy machine will be made available at
all times for a nominal charge to Tenant. A facsimile machine, located on the Third
level, will be made available to all Tenants during business hours for a
nominal charge to Tenant.


 


4.5.7.                   The Landlord shall provide heating and air
conditioning services to the Premises as required in Landlord’s reasonable judgment
for the comfortable use and occupation of the Premises.


 


4.5.8.                   Landlord shall furnish elevator service to be
used by Tenant in common with others.


 


4.5.9.                   Landlord shall provide janitorial and cleaning
services to the Premises on a weekly basis and to common areas of the building
as deemed reasonable by the Landlord, in the Landlord’s sole opinion.


 


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4.5.10.               Landlord
shall pay real estate taxes, water, sewer, electric service, garbage dumpster
service, cornmon area maintenance and building insurance, except for contents
coverage which shall be the responsibility of Tenant.


 


4.6.         Additional
Telephones


 


Additional
telephones and installation thereof are the responsibility of the Tenant.


 


4.7.         Telephone
Answering Service


 


Optional
telephone answering service is available to the Tenant, payable in advance with
the payment of Rent and regarded as Rent hereunder. If the Tenant elects to pay
for this option, the Receptionist/Secretary will answer one telephone line for
the Tenant between the hours of 8:30 a.m. and 12:30 p.m., and between
1:30 p.m. and 5:00 p.m., except holidays recognized by the federal
government. For each additional telephone line that is routed through the main
switchboard, there will be an additional charge for the Receptionist/Secretary
to answer that line.


 


4.8.         Reimbursement
for Expenditures


 


The
Landlord may elect, but is not obligated, to pay money, or otherwise to perform
any act that requires the expenditure of money, because of the Tenant’s failure
or neglect to perform any Lease provision. If the Landlord pays money or
performs such an act, the Tenant agrees to reimburse the Landlord all of the
amounts expended, plus a charge of ten percent (10%) on those amounts. The
amounts and the charges are payable on the Landlord’s demand and are considered
additional rent.


 


4.9.         Reimbursement
for Collection of Damages


 


If
the Landlord pays any money or incurs any expenses in collecting damages for
any violation of any of the Tenant’s covenants, undertakings, or agreements set
forth in this Lease, the Landlord may notify the Tenant that the amount so paid
or incurred is additional rent that the Tenant must pay with the next
installment of rent to become due.


 


ARTICLE 5. SECURITY DEPOSIT


 


5.1.         Amount and
Purpose of Deposit


 


At
the time this Lease is signed, the Tenant shall deposit with the Landlord a
security deposit in the amount of $595.00 as
security for the Tenant’s faithful performance and observance of the Lease
terms, conditions, and provisions, including without limitation, surrender of
possession of the Leased Premises to the Landlord. The security deposit does
not constitute prepayment of the last month’s rent or of rent for any month
during the original or renewal terms of this Lease.


 


5.2.         Holding of
Deposit


 


The
Tenant waives irrevocably the benefit of any provision of law that requires the
security to be held in escrow or by a third party. The security is deemed to be
the Landlord’s property, and the Landlord may commingle it with the Landlord’s
own funds.


 


5.3.         Application
or Retention of Deposit


 


If
the Tenant defaults on any of the terms, conditions, or provisions of this
Lease, including but not limited to the payment of rent and additional
payments, the Landlord may apply or retain all or part of the security
deposited to the extent required to pay the delinquent rent or additional
payments or to reimburse the Landlord for all sums incurred or expended because
of the Tenant’s default. Reimbursable sums include but are not limited to any
damages or deficiencies that result from reletting the Leased Premises. Such
damages or deficiencies are reimbursable to the Landlord regardless of whether
they occur before or after the Landlord’s summary proceedings or other reentry.
If the Landlord applies or retains any part of the security deposited, the
Tenant shall deposit with the Landlord an equal amount to replace that which
has been applied or retained so that the Landlord has a full deposit at all
times during the terms of this Lease. The replacement amount is payable on the
Landlord’s demand.


 


5.4.         Return of Deposit


 


If
the Tenant complies fully with all the terms, provisions, covenants, and
conditions of this Lease, the Landlord must return the security deposit to the
Tenant after the date on which this Lease terminates and after the Tenant
delivers possession of the Leased Premises to the Landlord.


 


5.5.         Transfer of
Deposit to Third Party


 


If
the Landlord sells the interest in the Leased Premises, the Landlord may deliver
or credit the funds that the Tenant deposits under Paragraph 5.1 to the purchaser of the Landlord’s interest.
After the transfer is complete, the Landlord will be absolutely discharged from
any further liability with respect to the deposit. This paragraph applies to
the benefit of every subsequent transferee. The Tenant agrees to hold liable
solely the Landlord or its successor(s) in interest for the return of its
security deposit under the Lease terms. The Tenant may not seek the return of
the security deposit from any mortgagees who have assumed the Landlord’s
position, whether by mortgagee in possession, foreclosure, or acceptance of a
deed, unless the mortgagees first acknowledge in writing receipt of the
specific security deposit.


 


ARTICLE 6. EMPLOYMENT OF LANDLORD’S EMPLOYEES


 


The
Tenant agrees not to knowingly employ nor offer to employ any employee of the
Landlord or any of the Landlord’s affiliated companies or entities during the
Term of the Tenant’s Lease, or for a period of six (6) months after the
Tenant quits the Premises. Upon breach of this covenant, Tenant shall pay as
liquidated damages to the employer (either the Landlord or an affiliate of the
Landlord), a sum of money equal to twenty (20) percent of the employee’s annual
wages for each breach.


 


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ARTICLE 7. USE OF PREMISES


 


7.1.         Permissible
Uses


 


The
Tenant may not use any of the Leased Premises, nor permit another person to use
the Leased Premises, for any purpose other than as permitted under Paragraph 1.2,
unless the Tenant obtains the Landlord’s prior written consent; and Tenant
shall not at any time use or occupy, or suffer or permit anyone to use or
occupy the Premises or do or permit anything to be done in the Premises which: (1) causes
or is liable to cause injury to persons, to the building or its equipment,
facilities or systems; (2) impairs or tends to impair the character,
reputation or appearance of the building as a first class office building; (3) impairs
or tends to impair the proper and economic maintenance, operation and repair of
the building or its equipment, facilities or systems; (4) increases the
rate of fire, liability or other insurance coverage for the property; or (5) annoys
or inconveniences or tends to annoy or inconvenience other tenants or occupants
of the building. Tenant shall keep the Premises at all times in good order,
condition and repair, and shall also keep the Premises in a clean, sanitary and
safe condition. Tenant agrees to comply with all requirements of law,
ordinance, order, regulation or otherwise affecting the Premises, which are now
in effect or may hereafter be enacted by any public authority. Tenant covenants
with Landlord to comply with and cause Tenant’s representatives to comply with,
the rules and regulations attached hereto as Exhibit C, and with such
reasonable modifications thereof and additions thereto as Landlord may from
time to time make to said rules and regulations.


 


7.2.         Signs
and Advertisements


 


Tenant
covenants and agrees that it will not permit or cause to be placed on the
outside of the Premises or elsewhere in the building including the inside or
outside of the windows or doors and walls, signs, notices or other media or
advertising, except only for those installed by Landlord or as approved in
writing in advance by Landlord. Tenant further agrees to maintain such sign,
decoration, lettering, advertising matter or other thing as may be approved by
Landlord in a first class condition, style and repair at all times.


 


7.3.         Surrender
of Additions, Fixtures, and Improvements


 


All
additions, fixtures, or improvements that the Tenant may make to the Leased
Premises will become the Landlord’s property, must remain as part of the Leased
Premises, and must be surrendered with the Leased Premises at the termination
of this Lease.


 


7.4.         Property
of Landlord


 


An
inventory of the items of equipment that are part of the Leased Premises and
that remain the property of the Landlord is set forth on Addendum 1, which is attached to
and made part of this Lease. The Tenant expressly agrees to maintain the items
of equipment in good repair under the terms of the security agreement attached
to them.


 


7.5.         Liability
for Personal Property


 


All
personal property placed or moved in the Leased Premises is at the risk of the
Tenant or other owner of the personal property. The Landlord is not liable for
any damage to the personal property, or for personal injuries to the Tenant or
any other person, that arise from the bursting or leaking of water, sewer or soil pipes or from any person’s act of negligence, regardless of whether
that person is an occupant of the building.


 


7.6.         Liability
for Damages or Injuries


 


The
Landlord is not liable for any damage or injury that the Tenant or any other
person may sustain. Nor is the Landlord liable for any damage or injury that
results from the carelessness, negligence, or improper conduct of any person,
including the Tenant or agents or employees of the Tenant.


 


7.7.         Waste
or Nuisance.


 


Tenant
shall permit no waste or nuisance upon or damage or injury to the Premises or
utilities supplied thereto, and at the expiration of the tenancy created
hereunder, Tenant shall surrender the Premises in as good condition and repair
as they were at the time Tenant took possession, excepting reasonable wear and
tear and loss by fire or other insured casualty.


 


7.8.         No
Pets.


 


Tenant
shall keep no domestic or other animals in or about the Premises without the
written consent of Landlord.


 


7.9.         No
Smoking is Permitted.


 


The
building is a smoke-free
building. Designated exterior smoking areas with receptacles will be
established, subject to change by Landlord at Landlord’s sole discretion.


 


7.10.       Solicitation
of Business.


 


Tenant
and its employees and agents shall not solicit business in the parking area or
other common areas adjacent to the building, nor shall Tenant or its employees
or agents distribute any handbills, circulars or other advertising matter on
vehicles parked in the parking area or other common areas without the prior
written consent of Landlord.


 


7.11.       Operation
of Concession Prohibited.


 


Tenant
shall not cause or permit any business to be operated in or from the Premises
by any concessionaire or licensee.


 


7.12.       Taxes
on Leasehold.


 


Tenant
shall be responsible for and pay before any 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 or Tenant’s agents..


 


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ARTICLE 8. CONDITION OF PREMISES/PERMISSIBLE ALTERATIONS/RELOCATION


 


8.1.      Tenant’s Acceptance and
Maintenance of Premises


 


8.1.1.                    The Tenant acknowledges that Tenant takes
possession of the Leased Premises in “As Is” condition with no representations
or warranties on behalf of the Landlord that the Leased Premises are fit for
the Tenant’s permitted purpose and use of the Leased Premises, or that the
Leased Premises comply with building or fire codes for such permitted purpose
and use.


 


8.1.2.                    Tenant acknowledges that: (i) Tenant has
carefully inspected the Leased Premises and found them in a good state of
repair and in clean and orderly condition; (ii) no representation has been
made to Tenant concerning the suitability of the Leased Premises for Tenant’s
purposes; and (iii) no promise has been made to Tenant that Landlord will
decorate, alter, repair, or improve the Leased Premises.


 


8.1.3.                    Tenant must keep the Leased Premises in clean
and orderly condition and good state of repair at all times, and on termination
of this lease, Tenant must deliver the premises to Landlord in the same
condition they were in at the beginning of the term. The Tenant agrees to keep the exterior of the building and the parking areas
in good and clean condition.


 


8.2.      Alterations - Landlord
Approval Required


 


Tenant
shall make no alterations in or additions to or improvements to the Premises nor cause to be installed any exterior
signs, floor covering, interior or exterior lighting, plumbing fixtures, or
canopies or make any changes to the mechanical or electrical system without the
prior written consent of Landlord. If Landlord gives its consent to the making
of alterations by Tenant, all such work shall be done in accordance with such
requirements and upon such conditions as Landlord, in its sole discretion, may
impose. Any review or approval by Landlord of any plans or specifications with
respect to any alteration is solely for Landlord’s benefit, and without any
representation or warranty whatsoever to Tenant with respect to the adequacy,
correctness or efficiency thereof or otherwise.


 


8.3.         Fixtures


 


Any
additions, fixtures or improvements, except stock in trade movable furniture
and equipment, shall at once become part of the realty and the property of the Landlord upon termination of this Lease and shall remain upon the
Premises; provided, nevertheless, that Landlord, within a reasonable time
following the Lease termination, may by written notice elect to require Tenant,
at Tenant’s sole cost and expense, to perform the removal of such of Tenant’s
fixtures and such of any alterations and improvements made by Tenant as are
indicated in such notice of election, together with the repair of related
damage.


 


8.4.         Maintenance
by Landlord


 


Landlord
is responsible for maintaining the roof, plumbing, electrical and HVAC systems
(including filters), exterior walls of the building, interior and exterior
common areas and general building structure (not constituting a part of the
Premises), and shall perform such repairs, replacements or maintenance with
reasonable dispatch, in a good and workmanlike manner. Landlord shall give notice
to Tenant of any repairs or work conducted on those facilities that requires
access through the Premises.


 


8.5.         Damage
to Premises


 


On
the Landlord’s demand, the Tenant shall pay for all damages to appliances,
electrical lights, fixtures, equipment, or appurtenances on the leased premises
or in the building that are caused by the act or neglect of the Tenant or any
persons in the Tenant’s employ or control. The Tenant shall repair at its own
expense all damage or destruction of any plate or window glass in the Leased
Premises.


 


8.6.         Right
to Relocate


 


The
purpose of the floor plan attached hereto as Exhibit A is to show the
approximate location of the Premises. Landlord reserves the right at any time
to relocate the common areas shown on said floorplan. Landlord may relocate
Tenant to another location in the building at Landlord’s sole cost and expense
and with Tenant’s reasonable approval to such other location within the
building.


 


8.7.         Condition
at End of Term


 


At
the earlier of the expiration of the Lease term or the termination of this
Lease, the Tenant will quit the Leased Premises and will surrender them to the
Landlord. The Leased Premises must be swept clean and must be in good order and
condition, except for ordinary wear and tear. The Tenant will remove all
personal and other property that belongs to the Tenant under this Lease and
will repair all damages to the Leased Premises caused by that removal. The
Tenant will restore the Leased Premises to the condition in which they were
before installation of the items removed.


 


ARTICLE 9. ENTRY AND INSPECTION OF PREMISES


 


9.1.         Landlord’s
Inspection and Entry Rights


 


The
Landlord, or any agent, is entitled to enter the Leased Premises during all
reasonable hours for the following reasons:


 


9.1.1.                    To examine the Leased Premises.


 


9.1.2.                    To make all repairs, additions, or alterations
that the Landlord or agent deems necessary for safety, comfort, or preservation
of the Leased Premises or of the building.


 


9.1.3.                    At any time within thirty days before the expiration
of this Lease or any subsequent renewal term, to exhibit the Leased Premises to
prospective tenants.


 


9.1.4.                    To remove signs, fixtures, alterations, or
additions that do not conform to this Lease.


 


9.1.5.                    Landlord shall have the right, without notice,
to enter the Premises in emergency situations.


 


9.2.         Liability
for Entry


 


The
Tenant has no claim or cause of action against the Landlord because of the Landlord’s entry or other action taken under Paragraph 9.1.


 


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ARTICLE 10. INDEMNITY AND INSURANCE


 


10.1.       Tenant’s
Indemnification of Landlord.


 


Tenant
shall indemnify Landlord and save it harmless from and against any and all
claims, suits, actions, damages, liabilities, losses, costs, or expenses,
including attorneys’ fees and investigation costs (including on appeal) of any
nature whatsoever arising out of or connected with the use or occupancy of the
Premises by Tenant, the materials or things maintained or kept by Tenant, its
agents, employees, guests, invitees and contractors, in or on the Premises, or
arising or alleged to have arisen out of the acts or omission of Tenant’s
officers, agents, employees, guests, invitees and contractors.


 


10.2.       Tenant’s
Insurance Requirements


 


At
all times during the terms of this Lease, Tenant shall, at Tenant’s own
expense, keep in full force and effect personal injury liability insurance in
companies rated A- or better by AM Best company, naming both Landlord and
Tenant as insured parties, with minimum limits of One Million Dollars ($1,000,000.00)
on account of bodily injury or death of one person, and Two Million Dollars
($2,000,000.00) on account of bodily injuries or death of more than one person
arising out of any one act or omission. The insurance company issuing the same
shall not have the right of subrogation against Landlord. Tenant hereby
covenants with Landlord as follows:


 


10.2.1.              Not to allow to be conducted on the Premises
any trade or business, or anything to be done thereon, which shall increase the
rate of premiums for insurance upon the building. Notwithstanding the
foregoing, if the trade or business conducted on the Premises does increase the
rate of premiums for insurance upon the building, Tenant covenants to pay for
such increase when such premiums are due.


 


10.2.2.              That the Landlord shall not be liable for any
damage or injury by water otherwise from leaking pipes, leaking roofs, rain,
rising water, storm, wind and other acts of nature to any merchandise or
property upon the Premises, and it being the intent of the parties that the
Tenant shall assume such risk and insure against such risk.


 


10.2.3.              Tenant shall replace, at the expense of
Tenant, any and all plate and other glass and doors, including ingress and
egress doors to the Premises, damaged or broken from any cause whatsoever,
except due to the intentional misconduct or negligence of Landlord, its agents,
employees or assigns, in or about the Premises. Landlord may insure all plate
and other glass in the Premises for and in the name of Landlord


 


10.3.       Certificate
of Insurance/Renewal/Cancellation Prohibition


 


The
certificate of insurance reflecting the coverages required herein shall be
delivered to Landlord prior to Tenant’s occupancy of the Premises. The Tenant
shall deliver to the Landlord the renewal policy at least ten days before the
existing policy expires. All policies must be issued by companies of recognized
responsibility licensed to do business in Florida and must contain a provision
that prohibits cancellation unless the Landlord and any additional insured are
given at least ten days’ prior written notice of cancellation.


 


10.4.       Prohibited
Conduct Affecting Insurance


 


The
Tenant may not perform or fail to do any act with respect to the Leased
Premises, may not use or occupy the Leased Premises, nor
may conduct or operate the Tenant’s business in any manner that is
objectionable to the insurance companies, that causes them to void or suspend
any insurance, or that causes them to increase the premiums above the amounts
that would usually have been in effect for the occupancy under this Lease. Nor
may the Tenant permit or suffer another person to do so with respect to the
Leased Premises.


 


10.5.       Landlord’s
Insurance Requirements


 


Landlord
shall be responsible for maintaining insurance coverage with respect to the
building, including casualty, fire, wind and extended coverage in an amount
equal to full replacement value of the building. The insurance company issuing
said policy shall not have the right of subrogation against Tenant.


 


10.6.       Waiver of
Subrogation


 


Landlord
and Tenant and all parties claiming under them mutually release and discharge
each other from all claims and liabilities arising from or caused by any
casualty or hazard covered or required hereunder to be covered in whole or in
part by insurance on the Premises or in connection with property on or activities conducted on the Premises,
and waive any right of subrogation which might otherwise exist in or accrue to
any person or account thereof, provided that such release shall not operate in
any case where the effect is to invalidate or increase the cost of such
insurance coverage (provided, that in the case of increased cost, the other
party shall have the right, within thirty (30) days following written notice,
to pay such increased cost, thereby keeping such release and waiver in full
force and effect).


 


ARTICLE 11. LIENS AND MORTGAGES ON PROPERTY


 


11.1.       Mechanics’
Liens Incurred by Tenant


 


The
interest or estate of the Landlord will never by subject to a lien to secure
payment for any work, services, or materials furnished to the property at the
request of Tenant. The Tenant shall not subject the Landlord’s interest or
estate to any liability under any mechanics’ or other lien law. No provisions
of this Lease may be construed as to imply that the Landlord has consented to
the Tenant incurring such a lien. If any mechanics’ lien, lis pendens, or other
lien is filed against the Leased Premises or the building for any work, labor,
services, or materials that a
lienor claims to have performed
or furnished for the Tenant or any person holding through or under the Tenant,
the Tenant must cause that lien to be canceled and discharged of record within
twenty days after the Landlord gives notice to the Tenant. If such a lien is
filed, the Landlord may satisfy the lien after giving notice to the Tenant as
provided in this paragraph and without limiting the Landlord’s rights or
remedies under this Lease. The Tenant shall promptly reimburse the Landlord for
any amounts expended to satisfy the lien and for any expenses incurred in
connection with that satisfaction. The Tenant has no


 


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right
of setoff against the Landlord. The Tenant’s failure to cancel and discharge of record any lien under to this paragraph
is a default by the Tenant under the provisions of this lease.


 


11.2.       Tenant’s
Rights Subject to Mortgage


 


The
Tenant acknowledges that the Tenant’s rights under this Lease are subject to
any existing bona fide mortgage that covers the Leased Premises and that the
Landlord may incur against the Leased Premises in the future. The Tenant agrees
to execute any instrument that the Landlord requires to give evidence of this
subordination of interests. The Tenant grants a power of attorney to the Landlord to subordinate this
lease to any future mortgage on the Leased Premises.


 


11.3.       Subordination
and Attornment


 


This
Lease is subject and subordinate to all existing and future mortgages that may
affect the real property of which the Leased Premises is a part, to all
existing or future advances made under all the mortgages, and to all renewals,
modifications, consolidations, and replacements of the mortgages. Although the
Tenant need not take any action to render this subordination effective, the
Tenant shall execute and deliver all further instruments that confirm this
subordination as may be desired by the mortgage holders. The Tenant irrevocably
appoints the Landlord attorney-in-fact to execute and deliver any such
instrument for the Tenant. If a mortgage holder or a purchaser at foreclosure
succeeds to the Landlord’s rights under this Lease, the Tenant agrees to attorn
to any owner, holder, purchaser, or Tenant of the real property from time to
time, at the demand of the owner of the real property, and on the executory
terms and conditions of this Lease existing at that time. On the Tenant’s
attornment, this Lease will continue in full force as, or as if it were, a
direct lease between the owner, holder, purchaser, or Tenant. This paragraph
will inure to the benefit of any owner, holder, purchaser, or Tenant, will
apply notwithstanding the foreclosure of any mortgage, and will be
self-operative on demand without the execution of any further instrument to
render it effective. From time to time, on the demand of any owner, holder,
purchaser, or Tenant, the Tenant will execute
instruments that confirm this paragraph, that satisfy any owner, holder,
purchaser, or Tenant, that acknowledge the attornment, and that set forth the
terms and conditions of the tenancy. Nothing in this paragraph may be construed
to impair any right otherwise exercisable by any owner, holder, purchaser, or
Tenant.


 


11.4.       Estoppel
Certificates


 


Landlord
reserves the right to demand and obtain from Tenant an estoppel certificate or
other document required by a lending institution or third party, and Tenant
upon demand by the Landlord for same, agrees to execute at any and all times
such instrument, it being understood that any such statement so delivered may
be relied upon in connection with any lease, mortgage or transfer of the
Premises or building.


 


ARTICLE 12. ASSIGNMENTS AND SUBLETS


 


12.1.       Permissible
Assignments and Sublets


 


The
Tenant may not assign this Lease, nor sublet, license, or grant any concession
for the use of the Leased Premises, to another person without obtaining the
Landlord’s prior written consent. The Landlord may arbitrarily withhold consent.


 


12.2.       Continued
Liability of Tenant


 


If
the Tenant makes any assignment, sublease, license, or grant of a concession
under Paragraph 12.1,
the Tenant will nevertheless remain unconditionally liable for the performance
and financial obligations of all of the terms, conditions, and covenants of
this Lease.


 


12.3.       Landlord’s
Right to Collect Rent From Any Occupant


 


If
the Tenant is in default on any payments under this Lease and any other person
is subletting or occupying the Leased Premises, or if the Tenant assigns this Lease, the Landlord may collect
rent from the assignee, subtenant, or occupant. The Landlord may apply the net
amount collected to the rent required under this Lease. The Landlord’s
collection of the rent does not waive the covenant against assignment and
subletting under Paragraph
12.1. Nor does it constitute
the Landlord’s acceptance of the assignee, subtenant, or occupant as a tenant,
nor the Landlord’s waiver of the Tenant’s further performance of the covenants
contained in this Lease.


 


12.4.       Transfer of
Landlord’s Interest


 


Landlord
may assign, in whole or in part, its rights and obligations under this Lease
and its rights and obligations in and to the property. The term “Landlord”, as
used in this Lease, as far as covenants or agreements on the part of Landlord
are concerned, shall be limited to mean and include only the owner or owners of
Landlord’s interest in this Lease at the time in question. In the event of any
transfer or transfers of Landlord’s interests in the Premises, Landlord herein
named (and in the case of any subsequent transfer, the then transferor), shall
be automatically relieved of any and all obligations and liabilities on the
part of Landlord accruing from and after the date of such transfer, and the
Transferee shall assume any and all such
obligation.


 


ARTICLE 13. REMEDIES


 


13.1.       Remedies for
Nonpayment of Rent or Additional Payments


 


The
Landlord has the same remedies for the
Tenant’s failure to pay rent as for the Tenant’s failure to make additional
payments.


 


13.2.       Accord and
Satisfaction


 


If
the Tenant pays or the Landlord receives any amount that is less than the
amount stipulated to be paid under any Lease provision, that payment is
considered to be made only on account of an earlier payment of that stipulated
amount. No endorsement or statement on any check or letter may be deemed an
accord and satisfaction. The Landlord may accept any check or payment without
prejudice to the Landlord’s right to recover the balance due or to pursue any
other available remedy.


 


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13.3.       Abandonment of Premises or Delinquency in
Rent


 


If
the Tenant abandons or vacates the Leased Premises before the end of the Lease
term, or if the Tenant is in arrears in rent payments, the Landlord may cancel
this Lease. On cancellation, the Landlord is entitled to enter the Leased
Premises as the Tenant’s agent, whether by force or other means, to relet the
Leased Premises. The Landlord will incur no liability for the entry. As the
Tenant’s agent, the Landlord may relet the premises with or without any
furniture or personal property that may be in it, and the reletting may be made
at such price, on such terms, and for such duration as the Landlord determines
and for which the Landlord receives rent. The Landlord shall apply any rent
received from the reletting to the payment of rent due under this Lease. If
after deducting the expenses of reletting the premises, the Landlord does not
realize the full rental provided under this Lease, the Tenant shall pay any
deficiency. If the Landlord realizes more than the full rental, the Landlord
shall pay the excess to the Tenant on the Tenant’s demand.


 


13.4.       Dispossession on Default


 


If
the Tenant defaults in the performance of any covenant or condition of this
Lease, the Landlord may give the Tenant notice of that default. If the Tenant
fails to cure a default in the payment of rent or additional rent within three
days or fails to cure any other default within ten days after notice is given,
the Landlord may terminate this Lease. If the default is of such a nature that
it cannot be completely cured within ten days, the Landlord may terminate this
Lease only if the Tenant fails to proceed with reasonable diligence and in good
faith to cure the default. Termination of this Lease may occur only after the
Landlord gives not less than three days’ advance notice to the Tenant. On the
date specified in the notice, the term of this Lease will end, and the Tenant
will quit and surrender the Leased Premises to the Landlord, except that the
Tenant will remain liable as provided under this Lease. On termination of the
Lease, the Landlord may reenter the Leased Premises without notice and by force
or otherwise to dispossess the Tenant, any legal representative of the Tenant,
or any other occupant of the Leased Premises. The Landlord may retake
possession through summary proceedings or otherwise, and the Landlord will then
hold the Leased Premises as if this Lease had not been made. The Tenant waives
the requirement that the Landlord serve any notice of intention to reenter or
to institute legal proceedings for repossessing the Leased Premises.


 


13.5.       Damages on Default


 


If
the Landlord retakes possession under Paragraph 13.4, the Landlord has the following rights:


 


13.5.1.              The Landlord is entitled to the rent and
additional rent that is due and unpaid during the remainder of the Term, and
those payments will become due immediately, and will be paid up to the time of
the reentry, dispossession, or expiration, plus any expenses that the Landlord
incurs for legal expenses, attorneys’ fees, brokerage costs, returning the
Leased Premises to good order, and preparing it for re-rental, plus interest on
rent and additional rent then due at the maximum interest rate permitted by
law.


 


13.5.2.              The Landlord is entitled to relet all or any
part of the Leased Premises in the Landlord’s name or otherwise, for any
duration, on any terms, including but not limited to any provisions for
concessions or free rent, or for any amount of rent that is higher than that in
this Lease.


 


13.5.3.              The Landlord is entitled to liquidated
damages to be paid in accordance with Paragraph 13.6 by
the Tenant or the Tenant’s legal representative.


 


13.6.       Liquidated Damages on Default


 


If
the Landlord is entitled to liquidated damages under Paragraph 13.5.3,
the Tenant or the Tenant’s legal representative shall pay such damages in
installments on the day rent is payable under Paragraph 3.1. The amount of liquidated damages will be
computed as follows:


 


13.6.1.              The deficiency between the rent paid and any
net amount of the rents still to be collected under this Lease or any renewal
of this Lease for each month of the remaining Lease or renewal term.


 


13.6.2.              Plus the expenses that the Landlord incurs in
connection with reletting, such as legal expenses, court costs, attorneys’
fees, including those at trial and appellate levels, brokerage costs,
advertising expenses, maintenance costs for keeping the Leased Premises in good
order, and costs of preparing Premises for reletting.


 


The
Landlord’s failure or refusal to relet all or any part of the Leased Premises
will not release or affect the Tenant’s liability for damages. In computing the
liquidated damages, any expenses the Landlord incurs shall be added to the
deficiency. Any suit that the Landlord brings to collect the amount of the
deficiency for any month will not prejudice in any way the Landlord’s rights to
collect the deficiency for any subsequent month by a similar proceeding. In
putting the Leased Premises in good order or in preparing it for re-rental, the
Landlord may alter, repair, replace, or decorate any part of the Leased
Premises in any way that the Landlord considers advisable and necessary to relet
the Leased Premises. The Landlord’s alteration, repair, replacement, or
decoration will not release the Tenant from liability under this Lease. The
Landlord is not liable in any way for failure to relet the Leased Premises, or
if the Leased Premises are relet, for failure to collect the rent under that
reletting. The Tenant will not receive any excess of the net rents collected
from reletting over the sums payable by the Tenant to the Landlord under this
Paragraph.


 


13.7.       Security Lien


 


Tenant
pledges and assigns to the Landlord all the furniture, fixtures, goods and
chattels of the Tenant, which shall or may be brought or put on the Premises as
security for the payment of the rent herein reserved, and the Tenant agrees
that the said lien maybe enforced by distress foreclosure or otherwise at the
election of the Landlord, and does hereby agree to pay attorney’s fees, costs
and charges incurred by Landlord in such enforcement.


 


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13.8.       Bankruptcy
or Insolvency


 


If
the Tenant becomes insolvent or if bankruptcy proceedings are begun by or
against the Tenant before the end of the Lease term, the Landlord may
immediately cancel this Lease as if the Tenant had defaulted. Without affecting
the Landlord’s rights under this Lease, the Landlord may accept rent from a
receiver, trustee, or other judicial officer who holds the property in a
fiduciary capacity. No receiver, trustee, or other judicial officer is entitled
to receive any right, title, or interest in or to the Leased Premises under
this paragraph.


 


13.9.       Destruction
or Damage to Leased Premises From Casualty


 


If
the Lease Premises is destroyed or damaged by fire or other casualty during the
Lease term and the Leased Premises are rendered untenantable, then the Landlord
shall have the right to render the Premises tenantable by repairs within ninety
days from the date on which the fire or casualty occurred. If the Premises are
not rendered tenantable within such time, either party may cancel this Lease.
On cancellation, the Tenant must pay rent only to the date on which the fire or
casualty occurred. The cancellation must be written.


 


13.10.     Condemnation


 


The
Tenant waives any claim of loss or damage, and any right or claim to any part
of an award, that results from the exercise of the eminent domain power of any
governmental body, regardless of whether the loss or damage arises because of
condemnation of all or part of the Leased Premises, the parking area, or the
entrances or exits of the Leased Premises. If any eminent domain power that is
exercised interferes with the Tenant’s use of the Leased Premises, the rentals
under this Lease will be
proportionately abated. If a partial taking or condemnation renders the Leased
Premises unsuitable for the Tenant’s business, the Lease term will cease as of
the date the condemning authority requires possession. If an eminent domain
power is exercised, the Tenant has no claim against the Landlord for the value
of any unexpired term of this Lease. Tenant may pursue all available remedies
for the taking but will have no interest in the award made to the Landlord.


 


13.11.     Holdover
Tenancy


 


If the Tenant remains in possession of the Leased Premises after the Lease
expires or terminates for any reason, the Tenant will be deemed to be occupying
the Leased Premises as a Tenant from month-to-month at the sufferance of the
Landlord. The Tenant will be subject to all of the provisions of this Lease,
except that the fixed rent will be at a monthly rate equal to twice the amount
of a single monthly installment of fixed rent at the rate in effect for the
last month of the term of this Lease.


 


13.12.     Cumulative
Remedies


 


The
Landlord’s remedies contained in this Lease are in addition to the rights of
the Landlord under Florida statutes governing nonresidential landlord-tenant
relationships and to all other remedies available at law or in equity to the
Landlord.


 


13.13.     Tenant’s
Remedies Upon Landlord’s Default


 


If
Landlord fails to perform or observe any of its Lease obligations within thirty
(30) days after the receipt of Tenant’s written notice, unless the nature of
Landlord’s obligation is such that more than thirty (30) days are required for
its performance and Landlord commences performance within the thirty (30) day
period and thereafter diligently pursues cure to completion, Tenant may seek
the remedy of specific performance arising from Landlord’s failure to discharge
its obligations.


 


13.14.     Landlord
Damages/Non-Liability


 


Except
for its gross negligence or willful acts or willful omissions, Landlord shall
not be liable to Tenant, its officers, agents or employees, for any theft,
damage or injury occasioned by failure to keep the Premises heated, cooled or
in repair, or for any bodily injury or property damage done or occasioned by or
from fixtures (whether in place or otherwise), fixture failure, other materials
or parts of the building, plumbing, downspouts, gas, water, steam or other
pipes, or sewage, or the bursting, leaking, or running of any water outlet,
container or fixture, in, above, upon or about the Premises, nor for injury or
damage occasioned by wind or water, being upon or coming through the roof,
skylight, windows, stairs, doors, parking, road and sidewalk areas, or otherwise, nor for any
injury or damage arising from the omissions of any of the utilities or service
supplied or due to be supplied by Landlord hereunder, or from acts of
negligence or willfulness of co-tenants or other occupants of the building.
Tenant shall give immediate notice to Landlord in case of fire or accidents in
the leased premises or in the building of which the premises are a part, or in
the case of defects therein, or in any fixtures or equipment, and Landlord
shall use its best efforts to correct the same.


 


13.15.     Costs and
Attorneys’ Fees


 


The
prevailing party is entitled to an award of the costs and reasonable attorneys’
fees incurred in the collection of any delinquent rent or additional payments
or in the enforcement of any provision of this Lease. The fees and costs that
may be awarded include but are not limited to those incurred at trial and
appellate levels.


 


ARTICLE 14. MISCELLANEOUS PROVISIONS


 


14.1.       Binding on
Heirs, Successors, and Assigns


 


This
Lease binds the heirs, legal representatives, assigns, or successors of the
Tenant and the Landlord.


 


14.2.       Time of
Essence


 


Time
is of the essence in this Lease, and this paragraph applies to all terms and
conditions of this Lease.


 


14.3.       Deliveries
to Parties/Notice


 


The
Tenant shall promptly pay all rentals and other charges, shall render all
statements, and shall deliver all notices under this Lease to the Landlord at
the following address:


 


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PROFESSIONAL
SUITES AT THE GALLERIA

Attn: Lori Conrad

9130 Corsea Del Fontana Way
 Naples, Florida 34109


 


The
Landlord shall promptly pay all sums, shall render all statements, and shall
deliver all notices under this Lease to the Tenant at the following address:


 


Prospect
Acquisition Corp.

9130 Galleria Court #318

Naples, Florida 34109


 


From
time to time, either party may designate in writing another person or entity
and another address for receipt of such items. Any notice to be given under
this Lease must be sent by certified mail, return receipt requested, and
postage prepaid. Any notice under this Lease is deemed to be given at the time
it is received as set forth in this paragraph, or if not accepted, at the time
it is mailed.


 


14.4.       Landlord’s Cumulative Rights


 


The
Landlord’s rights under this Lease are cumulative, and the Landlord’s failure
to exercise promptly any rights given under this Lease does not operate to
forfeit any of these rights.


 


14.5.       Indemnification of Landlord


 


At
all times, the Tenant will indemnify the Landlord from all losses, damages,
liabilities, and expenses that arise or are claimed against the Landlord and
that are in favor of any person, firm, or corporation for personal injuries or
property damages that arose about or on the premises, that resulted from the
Tenant’s use or occupancy of the premises, or that arose from the Tenant’s
failure to comply with any laws, statutes, ordinances, or regulations. The
Landlord will not be liable to the Tenant for any damages, losses, or injuries
to the Tenant’s person or property that may be caused by the acts, neglect, or
omissions of any person, firm, or corporation.


 


14.6.       No Waiver


 


The
Landlord’s or Tenant’s express or implied consent, approval, or waiver with
regard to any breach of any covenant, agreement, or obligation under this Lease
is considered to cover only that particular breach. It will not be construed to
apply to any other breach, whether of the same or of any other covenant,
agreement, or obligation under this Lease, unless the waiver or consent is
written, so states, and is signed by the party making it. Landlord’s acceptance
of rent with knowledge of Tenant’s default under the lease will not be
construed as a waiver of Landlord’s right to require Tenant to cure the
default. If Tenant fails to cure the default timely, or if the default is of
such nature that it cannot be cured, this lease may be terminated at the
election of Landlord.


 


14.7.       Quiet Enjoyment


 


The
Landlord covenants that so long as the Tenant pays the rent and additional rent
and performs the covenants under this Lease, the Tenant is entitled to peaceful
and quiet possession and enjoyment of the Leased Premises for the Lease term,
subject to the Lease provisions.


 


14.8.       Recording


 


This
Lease shall not be recorded in the public records of Collier County, Florida. A
recording of this Lease shall be deemed a default by the recording party and
entitle to the non-recording party to the remedies provided hereunder.


 


14.9.       Interpretation of Lease/Venue


 


This
Lease is governed by, and will be construed in accordance with, the Florida
laws. Venue for any proceeding in connection herewith shall be Collier County,
Florida. If any Lease provision, or its application to any person or situation,
is deemed invalid or unenforceable for any reason and to any extent, the
remainder of this Lease, or the application of that provision, will not be
affected. Rather, this Lease is to be enforced to the extent permitted by law.
The table of contents, captions, headings, and titles of this Lease are solely
for convenience of reference and are not to affect its interpretation. Each
covenant, agreement, obligation, or other provision of this Lease is to be
construed as a separate and independent covenant of the party who is bound by
or who undertakes it, and each is independent of any other provision of this
Lease unless otherwise expressly provided. All terms and words used in this
Lease, regardless of the number or gender in which they are used, are deemed to
include any other number and any other gender as the context requires.


 


14.10.     Waiver of Trial by Jury


 


It
is mutually agreed by and between Landlord and Tenant that neither party, nor
any assignee, successor, heir or legal representative of the parties shall seek a jury trial in any lawsuit, proceeding,
counterclaim or any other legal procedure on any matters arising out of or in
any way connected with the Lease.


 


14.11.     Radon Gas Disclosure


 


Florida
law requires the following disclosure: 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.


 


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14.12.     Authority


 


If
Tenant is a business entity such as a corporation or partnership, each
individual executing this Lease on behalf of said business entity represents
and warrants that the individual is duly authorized to execute and deliver this
Lease on behalf of said business entity in accordance with its duly adopted
bylaws, regulations or agreement, that any required consents or approvals of
third parties have been obtained, and that this Lease is binding upon said
business entity in accordance with its terms. If Landlord is a business entity,
each individual executing this Lease on behalf of said business entity
represents and warrants that the individual is duly authorized to execute and
deliver this Lease on behalf of said business entity in accordance with its
duly adopted bylaws, regulations or agreement, that any required consents or
approvals of third parties have been obtained, and that this Lease is binding
upon said business entity in accordance with its terms.


 


14.13.     Joint and
Several Liability


 


If
more than one person or entity executes this Lease as Tenant, each such person
or entity shall be jointly and severally liable for the observance and
performance of each of the terms, covenants, conditions and provisions to be
observed or performed by Tenant. 


 


14.14.     Counterparts


 


This
Lease may be executed in several counterparts, all of which constitute one and
the same instrument.


 


14.15.     Complete
Agreement


 


The
parties have made no oral or written representations, agreements, arrangements,
or understandings between them that relate to the subject matter of this Lease
and that are not fully expressed in this Lease. This Lease may be modified or
terminated only by a written agreement executed by both parties.


 


14.16.     Invalidity of
Particular Provisions


 


If
any covenant, agreement or condition of this Lease or the application thereof
to any person, firm or corporation, or to any circumstance, shall to any extent
be invalid or unenforceable, the remainder of this Lease, or the application of
such covenant, agreement or condition to persons, firms, or corporations, or to
circumstances other than those as to which it is invalid or enforceable, shall
not be effected thereby. Each covenant, agreement or condition of this Lease
shall be valid and enforceable to the fullest extent permitted by law.


 


14.17.     Merger


 


All
preliminary negotiations are merged into and incorporated in this Lease. This
Lease can only be modified or amended by an agreement in writing signed by the
parties hereto.


 


14.18.     Exhibits


 


The
following listed exhibits are attached to this Lease and incorporated herein by
reference:


 


14.18.1.
EXHIBIT A: Floor Plan of Premises


14.18.2. EXHIBIT B: Guaranty Agreement - Not Applicable


14.18.3.
EXHIBIT C: Rules and Regulations


14.18.4.
EXHIBIT D: Schedule of Services and Fees


 


IN
WITNESS WHEREOF, the parties hereto have executed this Lease, and Landlord,
Tenant, and each of them hereby, acknowledge the same to be their joint and
several obligation, the day and year first above written.


 


	
  As
  to Landlord:

  	
   

  	
  LANDLORD:

  
	
  Witness
  No. 1:

  	
   

  	
   

  	
  Professional
  Suites at the Galleria, Inc., a

  
	
  Printed
  Name:

  	
   

  	
   

  	
  Florida
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Joseph E. D’Jamoos

  
	
   

  	
   

  	
   

  	
  Joseph
  E. D’Jamoos

  
	
   

  	
   

  	
   

  	
  Its:
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  As
  to Tenant:

  	
   

  	
  TENANT:

  
	
  Witness
  No. 1:

  	
   

  	
   

  	
  Prospect
  Acquisition Corp., a

  
	
  Printed
  Name:

  	
   

  	
   

  	
  Delaware
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  James J. Cahill

  
	
   

  	
   

  	
   

  	
  James
  J. Cahill

  
	
   

  	
   

  	
   

  	
  Its:
  Chief Financial Officer

  



 


BUSINESS
LEASE AGREEMENT


(September 2005
Version)


Page 11 of 11