Sublease Agreement



 






EXHIBIT 10.8




SUBLEASE




     THIS SUBLEASE is made this 3rd day of August, 2005 by and between ASSET MANAGEMENT
OUTSOURCING, INC., a Delaware corporation, whose address is 7001 Peachtree Industrial Boulevard,
Suite 320, Norcross, Georgia 30092 (the “Sublessor”) and UNITED STATES PHARMACEUTICAL GROUP, LLC,
a Delaware limited liability company, whose address is 13650 N.W. 8th Street, Sunrise,
Florida 33325 (the “Sublessee”).



RECITALS





	A.	 	FIL/ED Plantation, Ltd., a Florida limited partnership (“Master Landlord”), and Sublessor are
parties to that certain lease dated January 16, 1999, as amended by that certain First
Amendment to Lease Agreement (the “First Amendment”) dated August 18, 1999 (as amended by such
First Amendment, the “Master Lease”), for certain premises as more particularly described
therein (the “Master Lease Premises”), in the Plantation Shopping Center (the “Shopping
Center”). A copy of the Master Lease is attached hereto as Exhibit “A”, and by reference
incorporated herein.






	B.	 	Sublessor wishes to lease to Sublessee, and Sublessee wishes to lease from Sublessor, all of
the Master Lease Premises conveyed under the Master Lease, all in accordance with and upon the
terms and conditions set forth herein, subject to Master Landlord’s consent.





AGREEMENT




     In consideration of the mutual covenants set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by the parties,
Sublessor and Sublessee hereby agree as follows:




	1.	 	Sublease Premises; Term. Sublessor hereby subleases to Sublessee, and Sublessee
hereby subleases and takes from Sublessor, the entire Master Lease Premises being





 









 











	 	 	more commonly known as Bay #21A/25/A/B and as more particularly described on Exhibit “B”
attached hereto and made a part hereof (the “Sublease Premises”). The Sublease Premises
contains approximately 34,222 square feet. The use and occupation by Sublessee of the
Sublease Premises shall include the use, subject to the terms and conditions of the Master
Lease, of all common areas and other common facilities provided by Master Landlord for the
general use, in common, of tenants, their officers, agents, employees, invitees, licensees,
visitors and customers including sidewalks, walkways, service roads, parking areas, loading
facilities and other common facilities. The term of this Sublease (the “Term”) shall
commence on August 15, 2005 (the “Commencement Date”), subject to Sublessor obtaining and
delivering to Sublessee Landlord’s consent to this Sublease in the form attached hereto as
Exhibit “D” and incorporated herein by this reference (the “Consent”), and shall terminate
on October 31, 2007 (“Termination Date”). In the event Master Landlord fails to execute
the Consent, this Sublease shall be null and void and of no further force and effect. This
Sublease may be terminated by Sublessee if the Consent has not been executed by Master
Landlord and delivered to Sublessee on or before September 1, 2005, and Sublessor shall
promptly return the Security Deposit and first month’s rent (paid by Sublessee in
accordance with Section 2(a) hereof) to Sublessee within five (5) business days of
Sublessor’s receipt of such notice of termination from Sublessee.
	 
	2.	 	Rent; Other Charges. From and after the Commencement Date, Sublessee shall pay to
Sublessor at the place specified by Sublessor (which until further notice shall be the
Sublessor’s address recited above) and without demand, deduction, or set-off, the following:






	 	(a)	 	Base Rent for Sublease Premises. Commencing on the Commencement Date
and continuing on the first day of each and every calendar month thereafter during the
term of this Sublease, Sublessee shall pay base rent (“Base Rent”) in equal monthly
installments of Twenty-Four Thousand Two Hundred Forty and 58/100 Dollars ($24,240.58)
plus the applicable sales tax, if any;




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	 	 	 	provided, however, if any month for which Sublessee is obligated to pay Base Rent
is a partial month, the monthly installment shall be prorated based upon actual
number of days elapsed to the total number of days in that particular month.
Within one (1) business day after the delivery of the Consent as executed by Master
Landlord, Sublessee shall deposit with Sublessor the sum of Twenty-Four Thousand
Two Hundred Forty and 58/100 Dollars ($24,240.58), plus the applicable sales tax,
which represents its Base Rent payment for the first full month of this Sublease
and shall be applied thereto.
	 
	 	(b)	 	[INTENTIONALLY DELETED]
	 
	 	(c)	 	Additional Rent. As provided in Section 7B of the Master Lease,
Sublessor is obligated to pay to Master Landlord a portion of the total amount of the
annual Operating Cost of Common Facilities (as such term is defined in the Master
Lease). During the Term, Sublessee agrees to pay the applicable Sublessor’s portion
of the annual Operating Cost of Common Facilities determined by Master Landlord as
additional rent under this Sublease (the “Additional Rent”). Such obligations shall
be determined by in accordance with the Master Lease. Any such payments required by
Sublessee pursuant to this subparagraph (c) shall be paid by Sublessee at the same
time and in the same manner as Sublessor is obligated to make payments to Master
Landlord (including the requirement for monthly payment of estimated amounts and for
annual readjustments if the actual amount owed by Sublessee is different from the
estimated amounts that Sublessee has paid with respect to any calendar year).
	 
	 	 	 	If, as a result of any readjustment or otherwise, it is later determined that the
amount paid by Sublessee as Additional Rent is more or less than the amount
actually due during the term of this Sublease, then Sublessee or Sublessor, as
appropriate, shall reimburse the other for the difference promptly after the amount
has been determined. However, Sublessee agrees that Sublessor shall have no duty
to audit, review or challenge Sublessor’s share of annual Operating Cost of Common
Facilities under the Master Lease, as determined





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	 	 	 	by Master Landlord; provided that Sublessor agrees to cooperate with any request by
Sublessee to audit, review or challenge Sublessor’s share of annual Operating Cost
of Common Facilities under the Master Lease, as determined by Master Landlord,
Sublessee hereby agreeing to pay all out-of-pocket costs of Sublessor incurred in
connection therewith provided that Sublessee has approved of such costs in advance.
Any dispute arising from said audit shall be governed by the provisions of the
Master Lease. The Master Landlord’s computation shall be binding on Sublessee in
determining the Additional Rent due hereunder subject to the terms of the Master
Lease. Notwithstanding the foregoing, Sublessee may at its sole cost and expense,
audit the Operating Cost of Common Facilities as provided for in Section 7D of the
Master Lease subject to the conditions set forth therein. Any dispute arising from
said audit shall be governed by the provisions of the Master Lease.
	 
	 	(d)	 	Rent Tax. Sublessee agrees to pay to Sublessor, at the same time and
in the same manner as Base Rent, Additional Rent and other charges due hereunder, all
sales and use taxes and excise taxes imposed or levied from time to time upon all
payments to be made by Sublessee hereunder, if any.
	 
	 	(e)	 	Past Due Amounts. Sublessor may impose a late charge, due on demand,
of five (5%) percent of any installment of Base Rent that is not received within ten
(10) days after it is due. Any such late charge is in lieu of interest on such
installment, but it otherwise is in addition to, and does not waive or limit, or
otherwise impair, any other right or remedy of Sublessor.
	 
	 	(f)	 	Security Deposit. Simultaneously with the execution of this
Sublease, Sublessee shall deliver to Sublessor the sum of Twenty-Four Thousand Two
Hundred Forty and 58/100 Dollars ($24,240.58) (“Security Deposit”). The Security
Deposit may be commingled with other funds of Sublessor. Any interest or investment
earnings on the Security Deposit are the property of




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	 	 	 	Sublessor. The Security Deposit is held by Sublessor solely as security for
Sublessee’s performance of Sublessee’s obligations under this Sublease. If an
Event of Default occurs under this Sublease, Sublessor, without waiving, limiting,
or otherwise impairing any other rights or remedies, may apply the Security Deposit
to any reasonable expenses, damages, or liabilities actually incurred by Sublessor
as a result thereof. Sublessee within ten (10) days after Sublessee’s receipt of
demand shall restore the Security Deposit to its original amount. If any late
charge is not paid on demand, it may be deducted from the Security Deposit, with
notice. Upon the expiration or earlier termination of this Sublease (unless such
termination is the result of Sublessee’s default hereunder), provided that
Sublessee has paid all sums due as of such date to Sublessor as provided under this
Sublease and is not otherwise in default with respect to the terms and conditions
of this Sublease, Sublessor shall return the Security Deposit (or such portion
thereof remaining after application by Sublessor in accordance with this Paragraph
2(f)) to Sublessee within twenty (20) days from the date of expiration or earlier
termination.






	3.	 	Use. The Sublease Premises shall be used and occupied by Sublessee only for general
office purposes and other uses permitted under the Master Lease; provided, however, that
Sublessee shall be entitled to use the Sublease Premises as a call center..






	4.	 	Master Lease. This Sublease is subject and subordinate to the Master Lease.
Sublessee covenants and agrees that Sublessee shall not by any act or omission, or by any
failure to perform its obligations under this Sublease, cause any default to occur in the
Master Lease, and, subject to the terms of this Sublease, Sublessee shall perform all of the
obligations of Sublessor as Tenant under the Master Lease which relate to the Sublease
Premises as and when required under the Master Lease to the extent such obligations accrue
during the Term; provided, however, that nothing contained herein shall require Sublessee to
(i) pay any rent due to Master Landlord under the Master Lease, or (ii) restore the Sublease
Premises to the condition the




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	 	 	same existed on the commencement of the Master Lease. Sublessor shall comply with the
terms of the Master lease. Sublessee hereby covenants to abide by all of the terms and
provisions of the Master Lease as same pertain to the Sublease Premises and Sublessee
agrees to assume all liabilities and obligations of Sublessor under the Master Lease,
except as expressly provided herein, to the extent such liabilities and obligations accrue
during the Term of this Sublease.
	 
	 	 	Sublessee recognizes that pursuant to the Master Lease, the Master Landlord retained
certain rights, privileges, reservations, and benefits with respect to the Building and,
more particularly, the Sublease Premises. Sublessee hereby consents and agrees to such
rights, privileges, reservations and benefits as set forth in the Master Lease. Nothing
contained herein shall be construed or interpreted as limiting the rights or privileges of
Master Landlord arising under the Master Lease or by operation of law nor creating any new
obligations on Master Landlord under the Master Lease.
	 
	 	 	Sublessor warrants and represents that it has not received any notice(s) of default under
the Master Lease and to the best of Sublessor’s knowledge neither Master Landlord nor
Sublessor is in default under the Master Lease and no condition exists which with the
passage of time or the giving of notice or both would constitute a default. Sublessor
represents that the copy of the Master Lease attached hereto as Exhibit “A” is a true and
complete copy of the Master Lease, and Sublessor has not assigned or pledged its interest
in the Master Lease.
	 
	 	 	Sublessee shall be entitled to the benefit of any services furnished by the Master Landlord
under the terms of the Master Lease (subject to all of the terms, provisions, and
limitations of the Master Lease); provided, however, Sublessor shall have no responsibility
with respect to such services and Sublessee shall look solely to Master Landlord with
respect thereto.
	 
	 	 	Sublessee agrees that Sublessor shall not be liable to Sublessee for damages, delay or for
any other claims which result from a breach by Master Landlord under the Master




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	 	 	Lease, or that are due to the Master Landlord’s failure to perform under the Master Lease
as and when requested thereby. Sublessee agrees to look solely to the Master Landlord (and
not to Sublessor) for performance by Master Landlord for all obligations under the Master
Lease. If Sublessee reasonably believes in good faith that Master Landlord has failed to
perform any obligations with respect to the Sublease Premises, Sublessee shall give notice
thereof to Master Landlord and Sublessor. In the event of any default or failure of
performance by Master Landlord under the Master Lease, Sublessor agrees, upon receipt of
notice from Sublessee, to make demand upon Master Landlord to perform its obligations under
the Master Lease; provided, however, that Sublessee shall bear all reasonable out-of-pocket
costs and expenses of Sublessor in connection therewith provided that Sublessee has
approved of such costs in advance, and Sublessor shall not be required to expend any funds
or incur any out-of-pocket costs in connection with making any such demand upon Master
Landlord. Sublessor further agrees, if requested by Sublessee, to cooperate with Sublessee
in undertaking any reasonable legal action to enforce said obligations against Master
Landlord related to the Sublease Premises provided that Sublessee shall bear all reasonable
out-of-pocket costs and expenses of Sublessor in connection therewith (including reasonable
attorneys’ fees and expenses and court costs) provided that Sublessee has approved of such
costs in advance, and Sublessor shall not be required to expend any funds or incur any
costs in connection with any such legal action.
	 
	 	 	Sublessor shall not terminate the Master Lease or mutually agree with the Master Landlord
to rescind the Master Lease, without Sublessee’s prior written consent, which shall not be
unreasonably withheld or delayed. Sublessor shall not enter into or make any material
modification or amendment to the Master Lease without Sublessee’s prior written consent,
which consent shall not be unreasonably withheld, conditioned or delayed. Without limiting
the generality of the foregoing, Sublessee shall consent to any termination or rescission
of the Master Lease if Master Landlord agrees to enter into a direct lease with Sublessee
for a term equal to the remaining




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	 	 	term of this Sublease and containing provisions which do not materially increase any
obligation of Sublessee with respect to the Sublease Premises.
	5.	 	Assignment and Subsubletting. Sublessee shall not pledge or assign this Sublease, or
subsublease all or any part of the Sublease Premises, or allow any encumbrance or transfer of
the Sublease or Sublessee’s interest in the Sublease Premises (whether voluntarily or by
operation of law), or allow any other person or entity other than Sublessee to occupy all or
any part of the Sublease Premises without the prior written consent of Sublessor and Master
Landlord to the extent such consent is required under the Master Lease. Any transfer(s) of
the aggregate of the controlling interest in the Sublessee or other transfer as defined in the
Master Lease shall be deemed an assignment of the Sublease.
	 
	 	 	In connection with any request for Sublessor’s consent required by this Paragraph 5,
Sublessee shall provide such financial and other information as Sublessor or Master
Landlord shall reasonably request in order to evaluate Sublessee’s request. If consent is
granted it shall not be effective unless and until such assignee or subsublessee has
assumed in writing all of the Sublessee’s obligations hereunder, and satisfied any
additional requirements of Sublessor or Master Landlord . In the event of any such
assignment or subsublease the Sublessee shall remain obligated to Sublessor for payment of
all amounts and performance of all obligations hereunder. Notwithstanding the foregoing,
subject to compliance with the terms and conditions of the Master Lease, Sublessee may
assign this Sublease, without Sublessor’s prior written consent, to (i) any entity which
purchases substantially all of the assets of Sublessee, or (ii) any entity which Sublessee
merges into.
	 
	6.	 	Build Out of Sublease Premises by Sublessor. Sublessee acknowledges and agrees that
Sublessor shall deliver and Sublessee shall accept the Sublease Premises in their “AS IS”
“WHERE IS” condition, without any representation or warranty (whether express or implied) from
Sublessor. Notwithstanding the foregoing, Sublessor agrees that prior to the Commencement
Date, Sublessor, at Sublessor’s expense, shall (i)




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	 	 	repair, or cause to be repaired, the roof leak in the center stairwell of the Sublease
Premises, (ii) repair or replace the leaking ceiling tiles in the mezzanine level of the
Sublease Premises, and (iii) have the Sublease Premises professionally cleaned.
	 
	 	 	Notwithstanding the foregoing, Sublessor and Sublessee acknowledge and agree that, with
respect to those items of furniture, fixtures and equipment listed on Exhibit “C” attached
hereto (collectively, the “FF&E”), upon delivery of possession of the Sublease Premises to
Sublessee, Sublessor shall convey to Sublessee title to such FF&E for and in consideration
of One Dollar ($1.00) free and clear of all liens, claims or encumbrances, but without any
warranty as to fitness for a particular purpose or otherwise. Sublessee and Sublessor
further acknowledge and agree that the items of FF&E as listed on Exhibit “C” attached
hereto is complete and accurate and has been verified to each party’s satisfaction. Upon
Sublessor’s conveyance of the FF&E and Sublessee’s acceptance of the Sublease Premises,
Sublessor shall have no further liability for the FF&E of any kind whatsoever. Sublessee
and Sublessor agree that the “FF&E” shall not include the Sublessor Property as defined
below, which Sublessor Property shall be removed by Sublessor, at Sublessor’s sole cost and
expense, from the Sublease Premises prior to the Commencement Date. For purposes hereof,
the Sublessor Property shall mean: (i) seventeen (17) Cisco switches, (ii) the computer
firewall, (iii) four (4) battery back ups, (iv) four (4) Dell servers, (v) the GC Dialer,
(vi) the Mitel Phone Switch, and (vii) the AS 400.
	 
	7.	 	Alterations by Sublessee. Sublessee shall not make any alterations, installations,
improvements, additions, or other physical changes to the Sublease Premises, without
Sublessor’s and Master Landlord’s prior written consent, to the extent Master Landlord’s
consent is required the Master Lease. If required by Sublessor or Master Landlord,
Sublessee shall remove any or all alterations and additions made by Sublessee prior to
expiration of this Sublease and shall repair all damage occasioned thereby and restore the
Sublease Premises to the condition that existed on the Commencement Date. Sublessee shall
complete any of its work in a good and workmanlike manner in accordance with all building
codes and regulations, sound




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	 	 	construction practices, and as required under the Master Lease. Sublessee shall not permit
any liens to be filed against the Building or any portion thereof, nor shall Sublessee have
the power to subject Master Landlord’s interests in the Building to any mechanics’ liens.
	 
	8.	 	Indemnifications. Sublessee will, at all times during and after the term of this
Sublease, indemnify, defend and hold harmless the Sublessor and Master Landlord from all
losses, damages, claims, suits, liabilities and expenses (including claims for workmen’s
compensation) which may arise or be claimed against Sublessor and/or Master Landlord by or in
favor of any persons, firms, corporations or other entities (“Third Parties”), for injuries or
damages to the person or property of such Third Parties, consequent upon or arising from the
use or occupancy of the Sublease Premises, or consequent upon or arising from Sublessee’s
failure to comply with any laws, statutes, ordinances, codes, rules or regulations or the
terms of the Master Lease incorporated herein, or from any negligence or misconduct of
Sublessee, its agents, employees or invitees, except to the extent that any such injuries or
damages are caused by the gross negligence or willful misconduct of Sublessor, its agents,
employees or invitees. Sublessee agrees to obtain and keep in full force and effect during
the Term insurance in the amounts set forth in the Master Lease, naming Sublessor and Master
Landlord as additional insureds, with waiver of subrogation. Sublessee shall provide
Sublessor and Master Landlord with certificates of insurance in form required by the Master
Lease as to all policies required hereby.
	 
	 	 	Sublessor shall, at all times during and after the Term of this sublease, indemnify, defend
and hold harmless Sublessee from all losses, damages, claims, suits, liabilities and
expenses which may arise or be claimed against Sublessee by or in favor of any Third
Parties, for injuries or damages to the person or property of such Third Parties,
consequent upon or arising from Sublessor’s use or occupancy of the Sublease Premises prior
to the Commencement Date, or consequent upon or arising from Sublessor’s failure to comply
with any laws, statutes, ordinances, codes, rules or regulations or the terms of the Master
Lease incorporated herein, or from any gross




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	 	 	negligence or intentional misconduct of Sublessor, its agents, employees, or invitees,
except to the extent that any such injuries or damages are caused by the acts or omissions
of Sublessee, its agents, employees, or invitees.
	 
	9.	 	Brokerage. Sublessee and Sublessor represent and warrant each to the other that such
party has not dealt or consulted with any real estate broker or agent in connection with this
Sublease other than Cushman & Wakefield of Florida, Inc. and Trammell Crow Company
(collectively hereinafter referred to as the “Disclosed Brokers”) and each agrees to indemnify
and hold the other party harmless from and against any claims by any real estate broker or
agent other than the Disclosed Brokers claiming a commission or other form of compensation by
virtue of having dealt with the party in breach of the foregoing warranty and representation
with regard to this leasing transaction. Sublessor shall be solely responsible for payment
owed to the Disclosed Brokers only upon consummation of this Sublease. Payment of the
commission shall be made as and when required by the terms of a separate agreement between
Sublessor and Disclosed Brokers.
	 
	10.	 	Default. Sublessee shall be in default hereunder if (a) Sublessee fails to pay when
due any rent or any other sum to be paid by Sublessee hereunder and such failure continues for
five (5) days after Sublessee’s receipt of written notice from Sublessor; (b) Sublessee fails
to observe and perform any of the other terms, covenants, or conditions of this Sublease or
the Master Lease relating to the Sublease Premises or the common areas of the Building and
such failure continues for ten (10) days after Sublessee’s receipt of written notice thereof
from Sublessor; or (c) Sublessee abandons or deserts, the Sublease Premises; or (d) if
Sublessee shall assign this Sublease or sub-sublet any portion of the Sublease Premises,
except as permitted herein; or (e) if any petition shall be filed by or against Sublessee to
declare Sublessee bankrupt or to delay, reduce, or modify Sublessee’s debts or obligations or
if any petition shall be filed or other action taken to reorganize or modify Sublessee’s
capital structure which is not dismissed within sixty (60) days; or (f) if Sublessee admits in
writing its inability to pay its debts, or if a receiver, trustee or other court




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	 	 	appointee is appointed for all or a substantial part of Sublessee’s property which is not
dismissed within sixty (60) days; or (g) if the leasehold interest of Sublessee is levied
upon or attached by process of law; or (h) if Sublessee makes an assignment for the benefit
of creditors or takes the benefit of any insolvency act, or if any proceedings are filed by
or against Sublessee to declare Sublessee insolvent or unable to meet its debts which is
not dismissed within sixty (60) days; or (i) if a receiver or similar type of appointment
or court appointee or nominee of any name or character is made for sublessee or its
property which is not dismissed within sixty (60) days.
	 
	 	 	In the event of any default by Sublessee, Sublessor shall be entitled to any and all rights
and remedies available at law or in equity, to Master Landlord under the Master Lease, and
Sublessee shall indemnify and hold harmless Sublessor against and from any liabilities of
Sublessor to Master Landlord occasioned thereby. Any cure period which Sublessee may have
as a result of the incorporation of the Master Lease shall be deemed for purposes hereof to
be reduced by three (3) days.
	 
	11.	 	Fire or Casualty/Eminent Domain. In the event the Sublease Premises shall be
destroyed or so damaged or injured by fire or other casualty, the provisions of the Master
Lease shall apply, such that Sublessee will look only to Master Landlord for reconstruction of
the Sublease Premises if and to the extent provided for therein, and there shall be no
abatement of rent hereunder unless rent is also abated with respect to the Premises under the
Master Lease. If the damage is not repaired within the time period required by the Master
Lease, then Sublessee shall have the right to exercise any right of termination provided in
the Master Lease, this Sublease shall terminate on the same date as the Master Lease is
terminated.
	 
	 	 	If the whole or any part of the Sublease Premises shall be acquired by eminent domain, then
and in that event this Sublease shall terminate if and to the extent that the Master Lease
shall terminate as to the Sublease Premises, and Sublessee shall have no claim against
Sublessor, Master Landlord or the condemning authority for any award for such taking.




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	12.	 	Attorneys’ Fees. In connection with any litigation arising out of this Sublease, the
prevailing party shall be entitled to recover all costs incurred, including reasonable
attorneys’ fees, which reasonable attorneys’ fees shall include, but not be limited to, those
reasonable attorneys’ fees incurred by such prevailing party for the services of its attorneys
through all trial and appellate levels and post-judgment proceedings.
	 
	13.	 	Notices. In every instance where it shall be necessary or desirable to send notices
to Sublessor or Sublessee, such notices shall be sent or delivered to the Sublessor at the
address set forth on the first page of this Sublease with a copy to Greenberg Traurig, LLP,
Attention: Gerald Baxter, Esq., 3290 Northside Parkway, N.W., Suite 400, Atlanta, Georgia
30327, and to Sublessee at the address set forth on the first page of this Sublease with a
copy to the address of Sublessee set forth on the first page of this Sublease with a copy to
the Sublease Premises. All notices and communications to Master Landlord shall be sent or
delivered to Master Landlord in accordance with the Master Lease. Master Landlord shall be
provided with copies of all notices of default sent by either Sublessee or Sublessor to the
other party. The parties may change their notice address upon written notice to the other
parties at its listed designated address. Notices shall be in writing, and shall be mailed
registered or certified mail, return receipt requested, or delivered by hand delivery or
overnight delivery service, postage prepaid, or by facsimile transmission to any designated
numbers, and shall be deemed given on the earliest to occur of (i) the day of receipt thereof
(or refusal to accept), or (ii) the day following the timely deposit with an overnight
delivery service before its deadline for the next-day delivery, or (iii) three (3) business
days after mailing certified mail, return receipt requested and postage prepaid to the address
indicated.
	 
	14.	 	Condition of Sublease Premises. Subject to the other provisions of this Sublease,
Sublessee acknowledges that the Sublease Premises are in good condition and free of defects,
and that they are in safe condition reasonably suited to Sublessee’s purposes, Sublessee
accepts the Sublease Premises in its existing “as is” condition without any warranty or
representation by Sublessor. Sublessee agrees to return the Sublease




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	 	 	Premises to Sublessor upon expiration or termination of this Sublease in the same good
condition, subject only to ordinary wear and tear and damage by casualty. During the
entire Sublease term Sublessee shall keep the Sublease Premises (including, but not limited
to, the HVAC, electrical, plumbing and other systems serving the Sublease Premises) in good
condition and shall not allow any damage, deterioration, or loss to occur with respect
thereto, other than ordinary wear and tear and damage by casualty. Sublessee hereby
assumes all obligations of Sublessor under that certain HVAC maintenance contract for the
Sublease Premises for the Term of this Sublease. Sublessee and Sublessor agree to execute
any documentation necessary to evidence such assumption by Sublessee and to evidence the
release of Sublessor therefrom.






	 	15.(a)  	 	Sublessee’s Warranties and Representations.
	 
	 	 	 	Sublessee warrants and represents that: (i) Sublessee is a
Delaware limited liability company authorized to do business in
Florida; (ii) the persons executing this Sublease on behalf of
Sublessee have been duly authorized to do so; and (iii) this
Sublease is fully enforceable against and binding upon Sublessee
in accordance with its terms.
	 
	 	(b)	 	Sublessor’s Warranties and Representations.
	 
	 	 	 	Sublessor warrants and represents that: (i) Sublessor is a
Delaware corporation; (ii) the persons executing this Sublease on
behalf of Sublessor have been duly authorized to do so; and (iii)
the Sublease is fully enforceable against Sublessor in accordance
with its terms, subject to Master Landlord’s consent to the
Sublease, which shall be a condition precedent to its
effectiveness; (iv) to Sublessor’s knowledge, without independent
inquiry or investigation, Sublessor has good and




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	 	 	 	marketable leasehold title to the Sublease Premises pursuant to
the Master Lease; (v) as of the Commencement Date, (1) Sublessor
is not aware of, nor has Sublessor received any notice of any
violation of the terms and provisions of the Master Lease, or any
violation of any applicable building code, zoning, fire regulation
or any other law or regulation of any municipal, county, state, or
federal or other applicable governmental authorities pertaining to
the Sublease Premises, and (2) to Sublessor’s knowledge, without
independent inquiry or investigation, the air conditioning and
heating, plumbing and electrical wiring systems within the
Sublease Premises are in good working condition. For purposes
hereof, “Sublessor’s knowledge” shall mean the actual knowledge of
Scott Tsanos or Jason LaCourt.






	16.	 	Non-Waiver. Failure of Sublessor or Sublessee to declare any default immediately
upon occurrence thereof, or delay in taking any action in connection therewith, shall not
waive such default or subsequent defaults of the same nature, and Sublessor or Sublessee, as
the case may be, shall have the right to declare any such default at any time and take such
action as might be lawful or authorized hereunder either in law or in equity. Acceptance of
rent by Sublessor from Sublessee shall not be deemed a waiver of any default hereunder.
	 
	17.	 	Radon Gas. Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present a health risk to persons
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.
	 
	18.	 	Approval of Sublease by Master Landlord. This Sublease is expressly contingent upon
the approval by Master Landlord of this Sublease, subject to the conditions set




-15-









 












	 	 	forth in Section 21 of the Master Lease. Notwithstanding the fact that Sublessor has
executed this Sublease, if Master Landlord does not approve this Sublease, it shall be null
and void and of no effect. Sublessor makes no representations or warranties that Master
Landlord will approve this Sublease.
	 
	19.	 	Consent of Master Landlord. Sublessee hereby acknowledges that whenever Master
Landlord’s consent or approval is required, the same may be arbitrarily withheld except as
specifically stated otherwise in the Master Lease.
	 
	20.	 	Sublease Non-Recordable. Neither this Sublease nor any memorandum hereof or
reference hereto will be recorded by or on behalf of Sublessee in the Public Records of
Broward County, Florida.
	 
	21.	 	Miscellaneous. This Sublease contains the entire agreement between the parties and
supersedes all previous negotiations and understandings leading thereto. This Sublease may be
modified only by an agreement in writing signed by Sublessor and Sublessee. This Sublease
shall be governed by Florida law, and shall bind and inure to the benefit of the parties and
their respective heirs, successors and assigns. Sublessor and Sublessee hereby consent to the
jurisdiction of the courts and the State of Florida and agree that Broward County, Florida
shall be proper venue in connection with any litigation between the parties concerning or
arising under this Sublease or the Sublease Premises. Exhibits attached hereto are
incorporated herein and made a part hereof by reference.
	 
	22.	 	Quiet Enjoyment. So long as Sublessee is not in default under this Sublease beyond
any applicable grace or cure period and observes and performs all of the covenants, terms, and
conditions under this Sublease on Sublessee’s part to be observed and performed, Sublessee may
occupy and use the Sublease Premises without disturbance by the Sublessor, its successors and
assigns, or any party claiming by, through or under Sublessor, subject to the terms and
conditions of the Master Lease.




-16-









 












	23.	 	Sublessor Default. Sublessor shall be in default of this Sublease if (i) Sublessor
is in default under the Master Lease (beyond any applicable grace period), or (ii) Sublessor
fails or refuses to perform any provisions of this Sublease that it is obligated to perform,
if the failure to perform is not cured within ten (10) days after written notice specifying
the default has been given by Sublessee to Sublessor. Sublessee, at any time after Sublessor
commits a default which Sublessor fails to timely cure, can cure the default at Sublessor’s
cost or seek to specifically enforce the obligations of Sublessor under this Sublease. If
Sublessee, at any time, by reason of Sublessor’s default, pays any sum or does any reasonable
act that requires the payment of any sum, the sum paid by Sublessee shall be due from
Sublessor to Sublessee within thirty (30) days following Sublessor’s receipt of written notice
from Sublessee of the amount due. Sublessee shall have the right to deduct such sum from the
rent due hereunder if Sublessor fails to reimburse Sublessee as provided herein. Any and all
rights, remedies and options given in this Sublease to Sublessee shall be cumulative and in
addition to and without waiver of, or in derogation of, any right or remedy given to it under
any law now or hereafter in effect.
	 
	24.	 	Sublessor’s Lien. Sublessor does hereby subordinate any and all lien rights which
Sublessor may now have or hereinafter acquire (whether provided under this Sublease,
applicable statutes, common law, or otherwise) in all furniture, fixtures, equipment,
chattels, inventory, and other personal property of Sublessee which may be located in the
Sublease Premises (including, without limitation, all accounts receivable of Sublessee), to
all lien rights, and security interests which may be held by any seller, lessor, or lending
institution which (i) provides financing to Sublessee secured by any of such items, or (ii)
provides such items or the funds to purchase or lease the same. This subordination provision
is hereby declared by Sublessor and Sublessee to be self-operative and no further instrument
shall be required to effect such subordination of Sublessor’s lien rights; provided, however,
that Sublessor shall execute any and all documentation which may be reasonably requested by
Sublessee to confirm the subordination of Sublessor’s lien rights in relation to said items.
	 
	25.	 	Subordination. Sublessor represents to Sublessee that Sublessor has not previously
executed a subordination, non-disturbance and attornment agreement (“SNDA”) in




-17-









 












	 	 	favor of the holder of any mortgage encumbering the Sublease Premises. In the event that
Sublessor is required to execute any such SNDA in the future, Sublessor shall provide
Sublessee with a copy of the form SNDA within a reasonable to permit Sublessee to review
and make comments to the same. Notwithstanding the foregoing, Sublessee hereby
acknowledges that Sublessor shall not be required to obtain the consent of Sublessee as a
condition to delivering any such SNDA to any holder or Master Landlord, if Sublessor is
required to deliver such SNDA under the terms of the Master Lease.
	 
	26.	 	Estoppel Certificates. (a) Sublessee agrees that it will, at any time and from time
to time, within fifteen (15) days following written notice by Sublessor specifying that it is
given pursuant to this section, execute, acknowledge and deliver to Sublessor a statement in
writing certifying that this Sublease 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 rent and any other payments due hereunder from
Sublessee have been paid in advance, if any. Said certificate shall also state whether or not
to the best of knowledge of Sublessee the Sublessor is in default in performance of any
covenant, agreement or condition contained in this Sublease, and if so, specifying each such
default of which the Sublessee has knowledge.




-18-









 












	(b)	 	Sublessor agrees that it will, at any time and from time to time, within fifteen (15)
days following written notice by Sublessee specifying that it is given pursuant to this
section, execute, acknowledge and deliver to Sublessee a statement in writing certifying
that this Sublease 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 rent and any other payments due hereunder from Sublessee have
been paid in advance, if any. Said certificate shall also state whether or not to the best
of knowledge of Sublessor the Sublessee is in default in performance of any covenant,
agreement or condition contained in this Sublease, and if so, specifying each such default
of which the Sublessor has knowledge.
	 
	27.	 	Consents. The parties agree that all consents which are required for the use and
occupancy of the Sublease Premises in accordance with the terms of this Sublease and in
accordance with all laws, statutes, and ordinances, shall be provided by the parties in order
to carry out the terms and the purpose of this Sublease. Unless otherwise specified, in all
instances in this Sublease where consent of a party to this Sublease is required, such party
shall not unreasonably withhold, condition or delay such consent.
	 
	28.	 	Jury Waiver. THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED
HEREON, OR ARISING OUT OR, UNDER OR IN CONNECTION WITH THIS SUBLEASE OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO OR
THERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR SUBLESSOR.





[SIGNATURES APPEAR ON THE FOLLOWING PAGE]




-19-









 








     IN WITNESS WHEREOF, Sublessor and Sublessee have caused this Sublease to be executed as of the
date set forth above.



	 	 	 
	Witnesses:

	 	SUBLESSOR:
	 
	 	 
	Nancy E. Cooper
 


	 	ASSET MANAGEMENT OUTSOURCING, INC., a Delaware
corporation
	 
	 	 
	Lenita B. Coker

	 	By: /s/ Scott Tsanos
	 

	 	 
	 

	 	Name: Scott Tsanos
	 

	 	 
	 

	 	Title: Vice-President, CFO
	 

	 	 
	 
	 	 
	Witnesses:

	 	SUBLESSEE:
	 
	 	 
	Ivette Furtado
 


	 	UNITED STATES PHARMACEUTICAL GROUP, LLC, a

Delaware limited liability company
	 
	 	 
	Chris Drew

	 	By: /s/ Timothy Fairbanks
	 

	 	 
	 

	 	Name: Tim Fairbanks
	 

	 	 
	 

	 	Title: CFO
	 

	 	 





-20-









 






EXHIBIT “A”

MASTER LEASE





-21-










 







EXHIBIT A




PLANTATION SHOPPING CENTER




	 	 	 	 	 
	Lessee:
	 	ASSET MANAGEMENT OUTSOURCING INC a Delaware corporation
	 	 






INDEX




	 	 	 	 	 
	SUBJECT	 	PARAGRAPH NO.
	 
	AFFIRMATIVE
COVENANTS—Tenant

	 	 	13	 
	ALTERATIONS

	 	 	12	 
	ASSIGNING,
MORTGAGING, SUBLETTING

	 	 	21	 
	AUTHORITY

	 	 	41	 
	SROKERS

	 	 	34	 
	CAPTIONS

	 	 	37	 
	CHOICE OF LAW

	 	 	42	 
	COMMON AREAS AND FACILITIES

	 	 	7	 
	CONDEMNATION

	 	 	30	 
	CONSTRUCTION, ADDITIONAL

	 	 	29	 
	CUSTOM AND USAGE

	 	 	27	 
	DAMAGE TO PREMISES

	 	 	17	 
	DEFAULT
	 	 	 	 
	          Events
of

	 	 	24	 
	          Rights
of Landlord

	 	 	25	 
	DEMISED PREMISES

	 	 	1	 
	          Use of

	 	 	4	 
	EXCULPATION

	 	 	36	 
	FINANCING AGREEMENT

	 	 	26	 
	INSURANCE

	 	 	10	 
	INDEMNIFICATION, PUBLIC LIABILITY
	 	 	 	 
	          INSURANCE AND OTHER INSURANCE

	 	 	18	 
	INTERPRETATION

	 	 	35	 
	JOINT OBLIGATION

	 	 	39	 
	LANDLORD’S ACCEPTANCE

	 	 	44	 
	MODIFICATION

	 	 	38	 
	NEGATIVE
COVENANTS — Tenant

	 	 	14	 
	NOTICES

	 	 	31	 
	QUIET ENJOYMENT

	 	 	33	 
	RENT
	 	 	 	 
	          Minimum

	 	 	5A	 
	          Annual Adjustment of

	 	 	5B	 
	          Percentage

	 	 	5C-H
	RADON GAS

	 	 	43	 
	REPAIRS

	 	 	11	 
	RIGHTS—Landlord

	 	 	16	 
	SECURITY DEPOSIT

	 	 	6	 
	SIGNATURE

	 	 	38	 
	SIGNS

	 	 	15	 
	SUBORDINATION

	 	 	22	 
	SUCCESSORS AND ASSIGNS

	 	 	32	 
	SUPPLEMENTAL CODE COMPLIANCE PROVISION

	 	 	45	 
	SURRENDER AND HOLDING OVER

	 	 	28	 
	TAXES

	 	 	9	 
	TENANT’S COVENANTS

	 	 	23	 
	TERM AND POSSESSION

	 	 	3	 
	          Commencement of

	 	 	2	 
	TIME IS OF THE ESSENCE

	 	 	40	 
	TRADE FIXTURES

	 	 	20	 
	UTILITIES

	 	 	8	 
	WAIVER OF CLAIMS

	 	 	19	 






	 	 	 
	RIDER #1 -

	 	Addendum to Lease
	 
	 	 
	RIDER #2 -

	 	Option to Renew
	 
	 	 
	[STRIKE THROUGH]
	 	 
	 
	 	 
	RIDER #4 -

	 	Exhibits “A” & “B”
	 
	 	 
	RIDER #5 -

	 	Parking Plan
	 
	 	 
	RIDER #6 -

	 	Landlord’s Workletter
	 
	 	 
	RIDER #7 -

	 	Critical Path
	 
	 	 
	Rider #8 -

	 	Operating Expense and real estate tax exclusions






1









 






PLANTATION SHOPPING CENTER



THIS
LEASE made this 16 day of Jan, 1999 by and between FTL/ED PLANTATION LTD., a Flonda
limited partnership. hereinafter referred to as “Landlord” and ASSET MANAGEMENT
OUTSOURCING, INC . hereinafter referred to as “Tenant”:




Introductory Provisions



Certain
fundamental lease provisions are presented here solely to facilitate
convenent reference
by parties hereto:




	 	 	 	 	 
	a)
	 	Tenant’s Trade Name:	 	Asset Management Outsourcing
	 
	 	 	 	 
	b)
	 	Main Term:	 	Approximately -6- years, and -0- months  Expires:   72 months from turnover
	 
	 	 	 	 
	c)
	 	Tenant Space Number	 	21A1/25AB Address  7067C West
Broward Boulevard  Plantation, Florida  33317
	 
	 	 	 	 
	d)
	 	Est. GLA in premises:	 	Approximately 36.000 square feet subject to architechtural drawings
	 
	 	 	 	 
	e)
	 	Tenant’s interior Improvements	 	 
	 
	 	Construction Commencement Date:	 	Upon turnover
	 
	 	 	 	 
	f)
	 	Tenant’s Construction Period:	 	-0-   days
	 
	 	 	 	 
	g)
	 	Minimum Rent:	 	$343 800.00 Per year
	 
	 	 	 	 
	 
	 	 	 	$26,650.00  Per month
	 
	 	 	 	 
	h)
	 	Percentage Rent:	 	Not applicable  percent on Gross Sales
	 
	 	 	 	 
	i)
	 	Rent Commencement Date:	 	Upon receipt & Certificate of Occupancy from the City of Plantation
	 
	 	 	 	 
	j)
	 	CAM Commencement Date:	 	Upon receipt a  Certificate of Occupancy from the City of Plantation
	 
	 	 	 	 
	k)
	 	Security Deposit:	 	$81,090.00
	 
	 	 	 	 
	l)
	 	Other Sums Payable:	 	Est. Florida Sales Tax $27,540.00
	 
	 	 	 	 
	 
	 	(first year)	 	Est. Real Estate Tax $54,000.00
	 
	 	 	 	 
	 
	 	 	 	Est. Insurance $13,320.00
	 
	 	 	 	 
	 
	 	 	 	Est. Common Area Maintenance $47,880.00
	 
	 	 	 	 
	 
	 	 	 	(Sales tax will be payable as
required by State of Florida on all additional rent such as
C.A.M. Real Estate Tax reimbursement, Insurance and all other charges
so set forth in this lease.)
	 
	 	 	 	 
	m)
	 	Use Summary:	 	Insurance claims office and
headquaters.
	 
	 	 	 	 
	 
	 	 	 	 





1. DEMISED PREMISES:



Landlord leases to Tenant and Tenant rents from Landlord those certain premises, now or
hereafter to be erected in the Shopping Center known as PLANTATION SHOPPING CENTER
having a gross leasable area of approximately 241,800 square feet (hereinafter referred to as
“Shopping Center”) located at 7067C West Broward Boulevard
Plantation FL 33317, State of
Florida, which premises are more particularly described as follows: A store having a width of
approximately 178 feet, said measurements being from center of partition to center of partition,
except that in the event Demised Premises is an end store,
measurements shall include full width of
and wall, and a depth of approximately 215 feet, outside dimensions (all hereinafter
collectively called “Demised Premises”). The boundaries and location of the Demised Premises are
outlined in red in a diagram of the Shopping Center, which is attached hereto and made a part
hereof and marked “EXHIBIT A”. Said Exhibit sets forth the general layout of the Shopping Center
and shall not be deemed to be a warranty, representation or agreement
on the part of Landlord that
said Shopping Center Will be exactly as indicated on said diagram. Landlord may increase, reduce or
change the number dimensions of locations of the walks buildings and parking areas as Landlord
shall deem proper and reserves the right to make alterations or additions to and
to build additional stores on the building in which the Demised Premises are
contained and to add buildings adjoining same of elsewhere in the Shopping Center as long
as such changes do not materially affect Tenants ability to occupy and conduct its business
activities within the Demised Premises.




     The
use and occupation by Tenant of the Demised premises shall include the right to the
non-exclusive use in common with others, of all such automobile
parking areas, driveways, truck and
service courts, walks and other facilities designated for common use as have been installed by
Landlord, and of such other and further facilities as may be provided or designated from time to
time by Landlord for common use, subject, however, to the terms and conditions of this lease
and to reasonable rules and regulations for the use thereof, as prescribed from time to
time by Landlord.



2. COMMENCEMENT OF TERM AND POSSESSION:




     A. Landlord warrants that it is the owner of the tract of land shown on Exhibit
“A”.



     B. The
term of this Lease shall commence upon receipt of Certificate of
Occupancy. [STRIKE THROUGH] In the
event Tenant shall be required to open for business on a day other than the first day of the month
then the rent shall be payable pursuant to Paragraph 5A of this Lease for the fractional
proportion thereof on the basis of a thirty (30) day month and the term of the Lease shall
commence on the first day of the month next succeeding. Tenant shall, upon request of Landlord,
execute and deliver to Landlord a written declaration in recordable
form stating and insuring the
commencement and termination date thereof and certifying that the
Lease is in full force and effect
and there are no defenses or offsets thereto or stating those claimed
by Tenant.



     C. Tenant agrees that upon receiving notice from Landlord that Demised Premises are
ready for Tenant. Tenant will, with
due diligence. proceed to install such fixtures and equipment and to perform such other work as
shall be necessary or appropriate in order to prepare the Cemised Premises for the opening
of business. In the event that Tenant does not open Demised Premises
for the conduct of
its business within sixty (60) days after turnover by Landlord, then,
Landlord, in addition to all other remedies hereunder, shall have the option of
terminating this Lease by giving Tenant written notice of such
termination, whereupon this Lease
shall be terminated, unless by the date of giving of said written notice Tenant shall have opened
the Demised Premises for the conduct of its business. [STRIKE THROUGH]



2









 





     D. Landlord
agrees that upon the date of delivery of possession to the
Tenant, Demised Premises shall be free of all violations, orders or
notices of violations of all public authorities.



     E. By occupying the Demised Premises as a Tenant, or by installing fixtures,
facilities or equipment or performing
finishing work and interior improvements. Tenant shall be deemed to have accepted the Demised
Premises, subject to punch list items which Landlord must remedy within a reasonable period
of time.



3. LENGTH OF TERM:



The term
of this Lease shall be for six (6) years and zero
(0) months following the
commencement of the term, as defined in paragraph 2 above, unless sooner terminated or extended as
hereinafter provided. [STRIKE THROUGH]




     The sum of $ 40,545.00 representing one(1) months’ rental at the signing of this Lease, which
sum shall be credited toward the first (1st) month’s rent payable under the terms of
Paragraph 5A of this Lease, receipt of which is hereby acknowledged, shall be non-refundable and
shall be retained by Landlord as consideration for the execution of this lease in the event that
Tenant should cancel or default under the terms of this Lease after commencement of construction of
the Shopping Center in which the Demised Premises are located.



4. USE OF PREMISES:




     A. Tenant shall use the Demised Premises solely for the purpose of operating an
insurance claims office. [STRIKE THROUGH]
Tenant shall not
use or permit or suffer the use of the Demised Premises for any other business or purpose.



     B. [STRIKE
THROUGH] Landlord shall have the right to recapture the space at
any time if said Tenant does not operate for a period of sixty (60) days of longer.



5. RENTAL:




     A. MINIMUM
RENTAL: Tenant covenants and agrees to pay Landlord a minimum annual
rental of Three Hundred Forty
Three Thousand Eight Hundred and NO/100 DOLLARS $ 343,800.00) plus sales tax or any
other change which may be made on the
rental by any federal, state or local governmental authority, payable in equal monthly installments
without notice, deduction or set-offs, on
the first day of each calendar month during the term hereof. Such minimum rent shall commence
to accrue upon the date of receipt of a
Certificate of Occupancy for the Premises, said date being herein sometimes referred
to as the “Rental Commencement Date”. The first
rental payment date hereunder shall be the first day of the first calendar month following the
Rental Commencement Date and shall
include, in addition to one full month’s advance rent, a prorated amount applicable to the period
from the Rental Commencement Date to
such rental payment date. Notwithstanding the foregoing, if the
Rental Commencement Date is the
first day of a calendar month, in that
event, the first full month’s advance rent shall be due and
payable. The minimum rental under this
paragraph shall be adjusted annually
pursuant to Paragraph 5B.



     [STRIKE THROUGH]



     [STRIKE THROUGH]



     [STRIKE THROUGH]



     [STRIKE THROUGH]



     [STRIKE THROUGH]



     [STRIKE THROUGH]



     [STRIKE THROUGH]




3









 





     [STRIKE THROUGH]



     [STRIKE THROUGH]



     [STRIKE THROUGH]



     [STRIKE THROUGH]



     G. RELATIONSHIP OF PARTIES: It is agreed that Landlord shall in no event be
deemed to be a partner or engaged in
a joint venture with, or an associate of Tenant in the conduct of its business, nor shall Landlord
be liable for any debts incurred by Tenant in the conduct of its business. Nothing in this Lease
contained shall be deemed or construed to confer upon Landlord any interest in the
business of the Tenant. The relationship of the parties during the term of this Lease shall be at
all times that of Landlord and Tenant.



     H. TIME AND PLACE OF PAYMENT: Tenant shall promptly pay all rentals and other
charges due hereunder and render
all statements herein prescribed at the office of the Landlord or
Landlord’s agent. FTL/ED
PLANTATION LTD. a Florida limited partnership c/o Stiles Accounting
Department 6400 N. Andrews
Avenue, 5th Floor, Fort Lauderdale, FL 33309, or to such other person or corporation. or at
such other place as shall be designated by Landlord in writing, on or
before the designated due
date. If Landlord shall pay any monies or incur any expenses in correction of any violation of any
covenant of Tenant herein set forth, the amounts so paid or incurred shall, at Landlord’s
option and on notice to Tenant, be considered additional rentals payable by Tenant with the first
installment of rental thereafter to become due and payable and may be collected or enforced as by
law provided in respect of rentals. Tenant agrees to pay interest of 10% of total rent
charges simultaneously with payments made to Landlord after the 5th of each month. Such interest
will become due and payable after the 5th of each month and may be collected or enforced as
provided under Paragraph 25 of this Lease.



6. SECURITY DEPOSIT:




     A. Simultaneously with the execution of this Lease, the Tenant shall deposit with
the Landlord the sum of Eighty One
Thousand Ninety and NO/100 DOLLARS ($ 81,090.00) to be held as collateral security for the payment
of any rentals and other sums of money payable by Tenant under this
Lease, and for the faithful
performance of all other covenants and agreements of Tenant hereunder, the amount of said deposit,
without interest, to be repaid to Tenant after the termination of this Lease and any
renewal thereof, provided Tenant shall have made all such payments,
and performed all such
covenants and agreements. Upon any default by Tenant hereunder all or
part of said deposit may, at
Landlord’s sole option, be applied on account of such default, and thereafter Tenant shall promptly
restore the resulting deficiency in said deposit. Should Landlord retain said deposit on account of
default, the deposit shall in no way be construed as liquidated damages, and Landlord
reserves its right to seek any additional damages sustained from default by Tenant. Tenant
hereby waives the benefit of any provision of law requiring such deposit to be held in
escrow or in trust, and said deposit shall bear no interest, shall be deemed to be the property of
Landlord and may be co-mingled by Landlord with its own funds.



     B. Landlord may deliver the funds deposited hereunder by Tenant to the
purchaser of Landlord’s interest in the Demised

Premises in the event that such interest be sold and thereupon Landlord shall be discharged from
any further liability with respect to such deposit, and this provision shall also apply to any
subsequent transfers.



7. COMMON AREA AND FACILITIES:




     A. All facilities furnished by Landlord in the Shopping Center and designated for the
general use, in common, of occupants of the Shopping Center,
including Tenant hereunder, their
officers, agents, employees and customers, including, but not limited
to parking areas,
truckway or ways, loading docks, pedestrian sidewalks and ramps,
landscaped areas, exterior
stairways and other similar facilities 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
change the area, level, location and arrangement of such parking areas and other facilities
above referred to, to restrict parking by tenants and their employees to employee parking areas,
and to make rules and regulations pertaining to and necessary for the proper operation and
maintenance of the common facilities. Landlord shall also have the right from time to time to
establish change, after, amend, and enforce against Tenant and the other users of the common
facilities such reasonable rules and regulations (including the
exclusion of employees’ parking from
the common facilities) as in its opinion are necessary or advisable for the proper and efficient
operation and maintenance of the common facilities. The rules and regulations may include,
without limitation, the hours during which the common
facilities shall be open for use. Landlord shall provide Tenant non-exclusive parking as
shown on the parking plan (see Rider  # 5).



     B. In
each lease year, Tenant will pay to Landlord as additional rent hereunder such
proportion of Landlord’s operating cost of common facilities as the gross floor area of the Demised
Premises bears to the gross leasable ground floor area of all of the buildings of Landlord
in the Shopping Center, excluding the gross square footage of those areas leased to major or anchor
tenants.



     C. For the purpose of this Paragraph 7, “Landlord’s operating cost of common
facilities” is defined as including all reasonable costs and expenses incurred by Landlord in
operating, maintaining and repairing said facilities, including, but not limited to, the following:
gardening and landscape maintenance, provision of storm water
retention, water, sewer service
charge, electricity and other utilities, parking area maintenance and repairs (including striping,
cleaning, sweeping and resurfacing), cost of public liability,
property, damage, fire, flood,
windstorms, extended coverage and liability casualty insurance, lighting, sanitary control, removal
of trash, rubbish, garbage and other refuse, advertising and
promotions, rental for or depreciation
on machinery and equipment used in maintenance, payroll taxes, cost
of workmen’s compensation and
other insurance carried on or with respect to the common area, operation of loudspeaker and music
systems, management fee, and the cost of all personnel necessary to implement the foregoing
services and necessary to police,



4









 





control
traffic, supply security service, and to maintain and to operate all of the
facilities constituting a part of the common area and any other costs payable under the provisions
of this Lease; provided, however, that the contributions made by major or anchor tenants toward
said common area charges shall be deducted from the
“Landlord’s operating cost of common facilities”.
The Items set forth on Rider #8 shall specifically be excluded from Landlord’s operating cost
of common facilities. Tenant shall have the right to audit
Landlord’s books on an annual basis
to confirm any overages in Common Area Maintenance.




     D. The annual charge shall be computed on the basis of periods of twelve (12)
consecutive calendar months as
designated by Landlord, and shall be paid by Tenant in equal installments in advance on the first
day of each calendar month in an amount estimated by Landlord. Within ninety (90) days after the
end of such twelve (12) month period, Landlord will furnish to Tenant a statement showing
in reasonable detail the amount of Landlord’s actual operating costs for the preceding period.
Tenant shall either receive a refund or be assessed an additional sum based upon the difference
Tenant’s proportionate share of Landlord’s actual operating costs and the estimated payment
received by Landlord from Tenant during said year. Any additional sum
owed by Tenant to Landlord
shall be paid within ten (10) business days of receipt of assessment. Any refund owed by
Landlord to Tenant shall be credited toward Tenant’s next month’s rental payment. Landlord’s failure
or delay in providing such statement within such ninety (90) day period shall in no way excuse
Tenant from its obligation to pay its pro rata share of CAM costs in accordance with this
Section 7D.



8. PUBLIC UTILITIES:




     In
addition to all rentals herein specified. Tenant shall pay for all utilities,
utility impact fees and additional user fees used or consumed in or upon the Demised Premises, and
all water and sewer charges, as and when the charges therefore shall become due and payable, and
tenant shall pay any garbage or trash collection fee imposed by any governmental authority.



9. TAXES:




     As
used herein, the term “Taxes” shall mean and include all
real estate taxes, any other taxes,
assessments, license and permit fees, charges for any easement maintained for the benefit of the
Demised Premises and other governmental levies and charges of every kind and nature whatsoever,
general and special, extraordinary as well as ordinary, foreseen and unforeseen, and each
and every installment thereof which shall or may from time to time during the term of this Lease be
levied, assessed, imposed, become due and payable or liens upon or
arise in connection within the
use, occupancy or possession of or become due and payable out of, or
for, the entire Shopping Center
or any part thereof, or any rent or income received therefrom, and
any, land, buildings or other
improvements therein, including interest on installment payments and
all costs and fees (including
reasonable attorneys’ fees) incurred by Landlord in contesting Taxes, assessments and/or
negotiating with public authorities with respect to the same. For the purpose of this Paragraph 
9. the term “Taxes” shall not include any charge (such as water meter charge and the sewer rent based
thereon) which is measured by the consumption by the actual user of the item or service for which
such charge is made, unless such charge is a charge levied by reason of any operation in or upon
the common facilities and is thereby a common facilities charge. Further, nothing herein contained
shall be construed to include as Taxes any inheritance, estate, succession, transfer, gift,
franchise, corporation, net income or profit tax or capital levy that is or may be imposed upon
Landlord, provided, however, that is at any time during the term of this Lease the methods and/or
bases of taxation prevailing at the Commencement Date shall be altered so that in addition
to, or in lieu of, or as a substitute for the whole or any part of the Taxes now levied, assessed or
imposed on real estate as such, there shall be levied, assessed or imposed (i) a tax on the rents
received from such real estate, or (ii) a license fee measured by the rents receivable by
Landlord from the Shopping Center or any portion thereof, or (iii) a tax or license fee imposed upon
Landlord which is otherwise measured by or based in whole or in part upon rents derived from the
whole Shopping Center or any portion thereof, then and in any of such events the same shall be
included in the computation hereunder of Taxes. The items set forth on Rider #8 shall not be
included in “Taxes”.



     Landlord
shall pay or cause to be paid (subject to the provisions regarding contributions by
Tenant herein set forth) all Taxes which may be levied, assessed or imposed by the lawful tax
authorities against the land, buildings or other improvements in the entire Shopping Center. The
official tax bill or bills, as the case may be, issued by such lawful taking authorities shall be
conclusive evidence as to the amount of any such tax (or installment thereof) levied,
assessed or imposed upon the Shopping Center.



     On the first day of each month during the course of this Lease, Tenant shall pay to
Landlord, as additional rent in advance, the amount obtained by (i) computing 1/12 of all
Taxes levied, assessed or imposed upon the Shopping Center during each tax year in which the month
in question falls, (ii) multiplying the sum resulting from the computation in step (i) by
a fraction, the numerator of which shall be the floor area of the Demised Premises, and the
denominator of which shall be the floor area of all leasable space in the Shopping Center (the
resultant amount being hereinafter referred to as the “Per
Square Foot Taxes”), the status of such
floor area in each instance to be determined as of the first day of the month in question. If on
the first day of the month in question the amount of any Tax payable
during the then current tax
year shall not have been determined by the taxing authorities, then the amount payable by Tenant
shall be based on the amount of the corresponding Tax for the immediately preceding tax year,
subject to immediate adjustment when the amount of such Tax for the then current tax year
shall be determined and Tenant shall pay such adjustment upon being billed therefor by Landlord. If
any tax shall be levied, assessed or imposed for any fiscal period which does not contain 12
months, then in making the computation of Tenant’s obligation
for Taxes for each month in such
fiscal period, there shall be substituted in the computation under
step (i), in lieu of 1/12
of such Tax, that fraction thereof arrived at by dividing such Tax by the number of months
in such fiscal period.



10. INSURANCE:




     The
Landlord will pay in the first instance all premiums for fire,
flood, windstorms,
extended coverage and liability casualty insurance upon the Shopping
Center containing the Demised
Premises. Tenant shall pay that portion of said premiums as provided in Section 7.



11. REPAIRS:




     Landlord
will keep the foundation, exterior walls and roof of the Demised Premises (excepting
any work done by Tenant and excepting any glass or doors, which are the responsibility of the
Tenant) in proper repair, provided that in each case Tenant shall
have given Landlord prior written
notice of the necessity of such repairs. The cost of such repairs performed by Landlord shall be
included in the Landlord’s operating cost of common facilities set forth in Paragraph 7C of this
Lease. Tenant will keep the interior of the Demised Premises, together with all fixtures and all
electrical, plumbing, healing, air conditioning and other mechanical equipment whether located
within or on the roof of the Demised Premises, all doors, and all plate glass and door and window
glass, in good order and proper repair at its own expense, using materials and labor of kind and
quality equal to the original work, and will surrender the Demised Premises at the expiration or
earlier termination of this Lease in as good condition as when received, excepting only
deterioration caused by ordinary wear and tear and damage by fire or other casualty of the kind
insured against in standard policies of fire insurance with extended coverage. Except as
hereinabove provided. Landlord shall have no obligation to repair,
maintain, replace alter or
modify the Demised Premises or any part thereof, or any plumbing, heating, electrical, air
conditioning or other mechanical installation whether located within or on the roof of the Demised
Premises. Under no circumstances shall Landlord be obligated to repair, replace or maintain any
plate glass or door or window glass. In furtherance of Tenant’s obligation to maintain, repair and
replace heating, air conditioning and other mechanical equipment in or serving the Demised
Premises. Tenant agrees to obtain and keep in full force during the term of the Lease, or any
renewal thereof, a maintenance, repair and service contract on such equipment reasonably
satisfactory to Landlord. Notwithstanding anything contained in this
lease to the contrary.
Landlord agrees to transfer to Tenant any and all manufacturers warranties if any
for the HVAC system being installed in Tenant’s Demised Premises.



12.
TENANT’S RIGHT TO MAKE ALTERATIONS:




     Tenant
covenants and agrees that it will not make any alterations, improvements or additions
to the Demised premised during the term of this Lease or any extension thereof without first
obtaining the written consent of the Landlord, which shall not be unreasonably withheld or
delayed. Tenant will not cut or drill into, or secure any fixture, apparatus or equipment of
any kind to any part of the Demised Premises without first obtaining the written consent of the
Landlord, which shall not be unreasonably withheld or delayed. All alterations, improvements and
additions made by Tenant as aforesaid shall remain upon the Demised Premises at the expiration or
earlier termination
of this Lease and shall become the property of Landlord, unless Landlord shall, simultaneously
with its approval of Tenant’s plans and specifications shall have given written notice to
Tenant to remove same, in which event. Tenant shall remove such alterations




5









 





improvements and additions and restore the Demised Premises to the same good order and
condition in which it was at the commencement of this Lease. Should
Tenant fail to do so,
Landlord may do so, collecting, at Landlord’s option, the cost and expense thereof from the
Tenant as additional rent.





	13.	 	AFFIRMATIVE COVENANTS TO TENANT:





     Tenant agrees:



     A. To comply with any and all requirements of any public authorities, and with the terms of
any State or Federal statute or local ordinaries or regulation applicable to Tenant or its use of the Demised
Premises, and save Landlord harmless from penalties, fines,
costs, expenses or damages resulting from failure to do so.



     B. To
give to landlord prompt written notice of any accident, fire, burglary, theft,
or damage occurring on or to the
Demised Premises.



     C. That
all loading arid unloading of goods shall be restricted to the rear
of the Shopping
Center and only at such times in the areas and through such entrances
as may be designated for such purpose by the Landlord.
Trailers or trucks shall not be permitted to remain parked overnight in any areas of the
Shopping Center, whether loaded or unloaded.



     D. To
keep all garbage and refuse in the kind of container specified by
Landlord and to
place the same outside of the Demised Premises, prepared for collection in the manner and at the times and places specified by
Landlord and in accordance with municipal regulations.



     E. To
keep the outside areas immediately adjoining the Demised Premised clean and not to burn, place or permit any
rubbish, obstruction or merchandise in such areas.



     F. To
keep Demised Premises clean, orderly, sanitary and free from
objectional odors and from
insects. vermin and other pests.



     G. To
require Tenant’s employees to park their cars only in these
portions of the parking are
designated for that purpose by Landlord. If Tenant or Tenant’s employees violate this provision the Tenant
agrees to pay Landlord Five ($5.00) Dollars per day per car for the violation.



     H. To
conduct its business in the Demisec Premises in all respects a dignified manner and
in accordance with high standards of store operation.



     I. To
comply with all reasonable rules and regulations of Landlord in
effect at the time of
the execution of this Lease or at any time or times, and from time to
time promulgated by Landlord, as Landlord in its
sole discretion shall deem necessary in connection with the Demised
Premises, the building of
which the Demised Premises are a part, or the Shopping Center, including the installation of such
fire extinguishers and other safety equipment as Landlord, may reasonably require.



     J. Tenant
shall keep the Demised Premises and the improvements thereon at all times
during the term hereof free of Mechanic’s and Materialmen’s Liens and other liens of like nature and at all times shall fully
protect and hold Landlord harmless against all such liens or claims and against all attorneys
fees and other costs is and expenses arising out of or as a result of any such lien or
claim. Tenant shall not subject any interest of Landlord or
Mechanic’s or Materialmen’s Liens for
improvements made by Tenant on the improvements and Tenant shall
notify any contractor,
subcontractor or supplier making any such improvements or supplying goods and materials to the
premises that no lien may attach to the Landlord’s interest in the Demised Premises. A
copy of such notice shall be sent to Landlord. Landlord may record a memorandum of this
Lease in the public records. In the event a lien is filed against Landlord’s interest in the
Demised Premises. Landlord, at its option, may pay all or any part of such lien or claim, and
any such payments. Together with interest thereon at the rate of 15% per annum from the time of
such payment by Landlord until repayment by Tenant, shall be paid by Tenant as additional rent
upon demand, and if not so paid, shall continue to bear interest at the aforesaid rate
until paid in full.



     K. To
warehouse, store and/or stock in the Demised Premises only such goods, wares and
merchandise as Tenant intends to offer for sale at retail at, in from
or upon the Demised Premises. This shall not
preclude occasional emergency transfers of merchandise to the other stores of Tenant, if
any, not located in the Shopping Center. Tenant shall use for office, clerical or other
non-selling purposes only such space in the Demised Premises as if from time to time reasonably
required for Tenant’s business in the Demised Premises.



     L. To
be responsible tor and to 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 Demised Premises by Tenant.




	14.	 	NEGATIVE COVENANTS OF TENANT:





     Tenant agrees that it will not do any of the following without the prior consent in writing of
Landlord:



     A. Use
or operate any machinery that, in Landlord’s reasonable opinion, is harmful to the
building or disturbing to other
tenants in the building of which the Demised Premises is a part: nor shall Tenant use any loud
speakers, television, phonographs, radios or other devices in a manner so as to be heard
for seen outside the Demised Premises, nor display merchandise on the
of the exterior of the Demised Premises
either for sale or for promotion purposes.



     B. Do
or sutier to be done, any act, matter or thing objectionable to the fire
insurance companies whereby the fire insurance or any other insurance now in force or hereafter to be placed on the Demised Premises
or any part thereof, or an the building of which the Demised Premises
may be a part shall become
void or suspended, or whereby the same shall be rated as a more hazardous ask than at the date
when Tenant receives possession hereunder. In case of a breach of
this covenant, in addition to
all other remedies of Landlord hereunder. Tenant agrees to pay to Landlord as additional rent any
and all increase or increases of premises on insurance camed by
Landlord on the Demised Premises,
or any part thereof, or on the building of which the Demised Premises may be a part caused in any
way by the occupancy of Tenant.



     C. Attach
any awning, antenna or other projection to the roof or the outside walls of the
Demised Premises or the building of which the Demised Premises are a part.



     D. Conduct
any auction, fire, bankcruptcy or selling-ort sale on or about the Demised
Premises.




	15.	 	SIGNS:





     Tenant
will not exhibit, inscribe, paint or affix any sign, advertisement, notice or other
lettering on any part of the outside of the Demised Premises of in the
windows, or of the building
of which the Demised Premises are a part, or inside the Demised Premises if visible from the
outside, without first obtaining Landlord’s written approval thereof; and Tenant (further agrees
to maintain such sign, lettering, etc., as may be approved in good condition and repair
at all times.




	16.	 	RIGHTS OF LANDLORD:





     Landlord reserves the following rights with respect to the Demised Premises:



     A. At
all reasonable times, by itself or its duly authorized agents, to go upon
and inspect the Demise Premises and every pan thereof and at its
option to make repairs, alterations and additions to the Demised Premises
or the building of which the Demised Premises are a part.



 6









 





     B. To display a “For Rent” sign at any time, and also, after notice from either party
of intention to terminate this Lease, or
at any time within three (3) months prior to the expiration of
this Lease, a “For Rent ” sign, and
all of said signs shall be placed upon such part of the Demised Premises as Landlord shall
require, except on display windows or door or doors leading into the Demised Premises.
Prospective purchasers or tenants authorized by Landlord may inspect the Demised Premises at
reasonable hours at any time.



     C. To collect all rents as well as any additional rent and any other charges due Landlord by
Tenant, from any receiver, debtor in possession, or trustees which
may be appointed for the account of Tenant.



     [STRIKE THROUGH]




	17.	 	DAMAGE TO PREMISES:





     If
the Demised Premises shall be partially damaged by any casually insurable under the
Landlord’s insurance policy. Landlord shall, upon receipt of the
insurance proceeds, provided same
are sufficient to cover the cost, and, subject to the rights of any mortgagees. repair the same
with reasonable speed, and a just and proportionate part of the rent shall be abated until so
repaired. The obligation of the Landlord hereunder shall be limited to the basic building of
 storefront. If more than fifty (50%) percent of the Demised Premises shall be rendered
untenantable or should be damaged as a result of a risk which is not covered by Landlord’s
insurance, or if fifty (50%) percent or more of the gross leasable area of the Shopping Center
shall be damaged or destroyed by fire or other cause, notwithstanding that the Demised
Premises may be unaffected by such event, then or in any such event.
Landlord may elects to
repair the damage or cancel this Lease within ninety (90) days of said occurrence by notice
of cancellation to Tenant and Tenant shall vacate the Demised
Premises. Unless this Lease is
terminated by Landlord. Tenant shall hold the proceeds of all insurance carried by Tenant on its
property and improvements in trust for the purpose of repair and
replacement in the event Landlord
elects to repair the damage any abatement of rent shall and five (5) days after notice by Landlord
to Tenant that the Demised Premises have been repaired. If any damage is caused by the negligence
of Tenant or its employees the damages shall be repaired by Landlord upon receipt of
the insurance proceeds, but there shall be no abatement of rent. In the event that a portion
of the Demised Premises is damaged or destroyed so as to substantially interiere with
Tenant’s use of premises which damage in landlord determination
cannot be remedied within
hundred eighty (180) days of destruction.
Tenant shall have the right to terminate the lease by written notice to landlord within
sixty (60) days of Landlord’s Determination that the Premises cannot be restored within one hundred
eighty(180)days.




	18.	 	INDEMNIFICATION, PUBLIC LIABILITY INSURANCE AND OTHER
INSURANCE:





     A. Tenant
will indemnify Landlord and save it 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 property occurring
in or about, or arising out of the Demised
Premises and adjacent sidewalks and loading platforms or areas, or occasioned wholly or in part
by any act or omission of Tenant, its
agents contractors, customers or employees,



     B. Tenant
shall at all times during the term hereof keep in force at its own expense
public liability insurance in companies acceptable to Landlord
sufficient to cover such indemnification and naming
as insured both Landlord and Tenant, with minimum
limits of One Million ($1,000,000.00) Dollars on account of bodily
injuries to or death of,
one person, and One Million ($1,00,0,000.00)
Dollars on account of bodily injuries to or death of more than one person as the result of
any one accident or disaster, and One Million
($1,000,000.00) Dollars on account of damage to property, and Tenant
will further deposit
the policy or policies of such insurance, or
certificates thereof with Landlord.



     C. Tenant shall during the entire term hereof keep in full force and effect a policy of
insurance upon all of the plate glass
in the Demised Premises, in which policy both Landlord and Tenant shall be named as parties
covered thereby as their respective interests
may appear. Tenant shall furnish Landlord with a certificate of insurance or other acceptable
evidence that such insurance is in force, and
evidence that the premiums have been paid by Tenant at least ten (10) days prior to the due
date of same.



     D. Tenant
shall, at all times during the term hereof, keep in force at its own expense, fire
insurance with extended
coverage in companies acceptable to Landlord, equal to the replacement cost of
Tenant’s betterments and improvements on the Demised
Premises, and naming Landlord as an insured, to the extent of
such bettements and improvements.



     E. Tenant will furnish Landlord, prior to or simultaneously with taking possession, copies of policies or certificates of
insurance evidencing coverages required by this Lease. All policies required hereunder shall
contain an endorsment providing that the insurer will not cancel or materially change the
coverage of said policy or policies without first giving ten (10) days prior written notice
thereof to Landlord.




	19.	 	WAIVER OF CLAIMS:





     A. Landlord
and Landlord’s agents, employees and contractors shall not be liable for, and
Tenant hereby releases all
claims for, damage to person or property sustained by Tenant or any person claiming through
Tenant resulting from any fire, accident,
occurrence or condition in or upon the Demised Premises or building of which they shall be a
part, including but not limited to such claims
for damage resulting from (i) any detect in or failure of plumbing, heating or air
conditioning equipment, electric wiring or installation thereof,
water pipes, stairs, railings or walks: (ii)any equipment or appurtenances becoming out of
repair (iii) the bursting, leaking or running of any
tank washstand, water closet, waste pipe, drain or any other pipe or tank in, upon or about
such building or premises: (iv) the backing up of
any sewer pipe or downspouts; (v) the escape of steam or hot water (vi) water being upon or
coming through the roof or any other place
upon or near such building or premises or otherwise: (vii) the falling of any fixtures,
plaster or stucco; (viii) broken glass and (ix) any act or
omission of co-tenants or other occupants of said building or adjoining or contiguous
property or buildings.



     B. Landlord
and Tenant agree that in the event the Demised Premises or its
contents are
damaged or destroyed by fire
or other insured casualty, the rights, if any, of either party against me other with respect
to such damage or destruction are waived; and
that all policies of fire and/or extended coverage or other insurance covering the Demised
Premises or its contents shall contain a cause
or endorsement providing in substance that the insurance shall not be prejudiced if the
assureds have waives right of recovery from any
person or persons prior to the date and time of loss or damage, if
any.




	20.	 	TRADE FIXTURES:





     All trade fixures installed by Tenant in the Demised Premises shall remain the property of
Tenant and shall be removable at the expiration or earlier termination of this Lease or any
renewal or extention thereof, provided Tenant shall not at such time be in default under any
covenant or agreement contained in this Lease; and provided further that in the event of such
removal. Tenant shall promptly restore the Demised Premises to their
original order and condition.
Any such trade fixture not removed at or prior to such termination shall be and become the
property of the Landlord. Lighting fixtures, flooring, plumbing fixtures and air conditioning
equipment, whether or not installed by Tenant, shall not be removable at the expiration or earlier
termination of this Lease or at the expiration of any renewal or
extension thereof, and shall
become the property of Landlord.



 7









 






	21.	 	ASSIGNING, MORTGAGING, SUBLETTING:





     Tenant agrees not to assign, mortgage, piedge or encumber this Lease, in whole or in part,
or sublet the whole or any part of the Demised Premises, or permit the use of the whole or any
part of the Demised Premises by any licensee or concessionaire, without first obtaining the
written consent of Landlord, which consent shall not be unreasonably withheld. Landlord
must provide final approval within ten (10) business days upon receiving all_necessary
qualifying information for an assignment or sublet or such consent shall_be deemed approved
after such ten (10) business days. Landlord’s consent to any such assignment, sublease or use
will not be deemed a consent to any subsequent assignment, sublease or use. Tenant
agrees that, in the event of any such assignment, subletting, licensing or granting of a
concession made with the written consent of Landlord as aforesaid, it will nevertheless remain
liable for the performance of all of the terms, conditions and covenants of this Lease. If
Tenant is a corporation, and if Tenant desires to sell or transfer at least fifty percent (50%)
of the stock or assets of Tenant. Tenant must obtain the written consent of landlord, which
consent shall not be unreasonably withheld, landlord must provide said consent within ten (10)
business days upon receiving all necessary information for such sale or transfer or such
consent shall be deemed approved after such ten (10) business days. As described in
Section_24(H) below. Landlord reserves the right charge a reasonable administrative service
fee for the costs of processing such assignment, mortgage, or sublease documentation.




	22.	 	SUBORDINATION:





     Tenant agrees that is does hereby subordinate its rights hereunder to the lien of any
mortgage, ground lese, or any other method of financing or refinancing now or hereafter placed
against the land and/or the Demised Premises and/or any or all of the buildings now or hereafter
built or to be built in the Shopping Center by Landlord and to any and all advances
made or to be made thereunder and to the interest thereon and to all renewals, replacements,
consolidation and extensions thereof. This paragraph shall be self-operative and no further
instrument of subordination shall be required. Tenant further agrees that it will enter into and
execute all documents which any mortgagee or any ground lessor may reasonably request Tenant to
enter into ana execute, including, but not limited to, a subordination. non-disturbance
and attommes agreement.



     23. PERFORMANCE OF TENANTS COVENANTS:



     Tenant covenan’s and agrees that it will perform all agreements herein expressed on its part
to be performed. and that it will promolly, upon receipt of written notice of
non-performance thereof. except for non-payment of rent for which no notice is required, comply
with the requirements of such notice. Further, if Tenant shall not comply with such notice to the
satisfaction of Landlord within forty-eight (48) hours after delivery thereof for. it such
compliance cannot reasonably be completed within ten (10) business days. if Tenant shall
not commence to comply within such period and thereafter proceed to completion with due
dillgence), such non-compliance will be considered an event of default, and Landlord may, at its
option, do or cause to be done any or all of the things specified in said notice, and in
so doing Landlord shall have tne right to cause its agents. employees an contractors to
enter upon the Demised Premises and in such event shall have no liability to Tenant for any loss
or damage resulting in any way from such action: and Tenant agrees to pay prompthy upon damand any
expence incurred by Landlord in taking such action, any such sum to be Collectible from Tenant
as additional rent hereunder.




	24.	 	EVENTS OF DEFAULT:





     The
occurrence of any of the following shall constitute an event of default hereunder:



     A. Failure
of Tenant to commence business within the time period specified in Paragraph 2C hereof.



     B. Discontinuance by Tenant of the conduct of its business In the Demised Premises subject to
Landlord’s right in 48.



     C. The filing of a petition by or against Tenant for adjudication as a bankrupt or
insolvent, or for its reorganization or for the appointment of a receiver or trustee of Tenants property: any reorganization or
proceedings under Chapter X and/or Chapter XI of the
Federal Bankruptcy Law, an assignment by Tenant for the benefit of creditors: or the taking
possession of the property of Tenant by any
governmental officer or agency pursuant to statutory authority for the dissolution or
liquidation of Tenant,



     D. Failure of Tenant to pay when due any installment of rent, additional rent
hereunder or any other sum herein required
to be paid by Tenant



     E. Vacation or desertion of the Demised Premises or permitting the same to be empty and
unoccupied or not open for business for a period exceeding sixty (60) days.



     F. Tenant’s removal or attempt to remove, or manitesting an intention to remove
Tenant’s goods or property from or out of the Demised Premises otherwise than in The ordinary and usual course of business without
having first paid and satisfied Landlord for all rent which may become due during the entire
term of this Lease.



     G. Tenant’s failure to perform any other covenants or conditions of this lease within ten (10)
business days after written notice and demand.



     H. The sale or transfer of fifty percent (50%) of the stock or assets of Tenant
without Landlord consent which shall not be unreasonably withheld conditioned or delayed.




	25.	 	RIGHTS OF LANDLORD UPON DEFAULT BY TENANT:





     A. If Tenant is in default under any terms of this Lease and if same is not cured by Tenant
within ten (10) business days
after written notice to Tenant, then Landlord, in addition to all rights and remedies granted
under the laws of the State of Florida, shall have any or all of the following rights:



          (i) To re-enter and remove all persons and property from the Demised Premises,
and such property may be
removed and stored in a public warehouse or elsewhere at the cost of and for the account of
Tenant, all without service of notice or resort to legal process and without being
deemed guilty of trespass, or becoming liable for any loss or damage which may be occasioned
thereby.



          (ii) Tenminate Tenant’s possession of the Premises and elect to declare the
entire minimum rent for the balance of the term due and payable forthwith.



          (iii) Terminate Tenant’s possession of the Premises and relet the Demised
Premises for the account of the
Landlord or within the sole discretion of Landlord the Demised Premises may be retel for the
account of Tenant.



     B. In case suit shall be brought by Landlord for the recovery of rent or because of the
breach of any covenant by Tenant,
and if Landlord is successful in such litigation, then Tenant shall pay all costs of said
litigation, including a reasonable attorney’s fee. In the event that any suit shall be filed by
either Landlord or Tenant involving this Lease or any other aspect of the tenancy, then the
prevaling party in such litigation shall be entitled to recover reasonable attorneys
fees and costs of such Litigation



     C. The parties hereto shall and they hereby do waive trial by jury in any action,
proceeding or counterclaim brought by
either of the parties hereto against the other on any matters whatsoever arising out of or in
any way connected with this Lease, the relationship of Landlord and Tenant, Tenant’s use or
occupancy of the Demised Premises and/or any claim or injury or damage. In the event Landlord
commences any proceedings for nonpayment of rent minimum rent or additional rent. Tenant will
not interpose any counterclaim of whatever nature or description in any such proceedings. This
shall not however, be construed as a waiver of the Tenant’s right to assert such claims in any
separate action or actions brought by Tenant.



     D. Tenant hereby expressly waives any and all rights of redemption granted by or under
any present or future laws in the
event of Tenant being evicted or dispossessed for any cause or in the event of
Landlord obtaining possession of the Demised Premises, by reason of violation by Tenant of any
of the covenants or conditions of this Lease, or otherwise.



 8









 





     E. Except
as to default under Paragraph 24C, if Tenant is in default Landlord shall have
the rights, at its option, to
require the minimum rent be paid in semi-annual installments, in advance, for the remainder of the
term or extended term of this Lease, the
said semi-annual rental to commence effective as of the first day of the month in which said
default by Tenant occurs.




	26.	 	FINANCING AGREEMENT:





     Tenant
hereby represents that as of the Commencement Date of this Lease, Tenant’s Property
located in the Premises is not subject to any liens or encumbrances. If during the Term hereof or any
renewal terms, Tenant enters into, executes or
delivers any security agreement, financing statement or other form of security instrument
for Tenant’s Property now or to be located in the
Premises without the prior written approval of Landlord, such action shall be considered a
breach of this Lease entitling Landlord to all
remedies as provided herein. Notwithstanding the foregoing however Landlord hereby
agrees to execute a Landlord’s Waiver in the event
Tenant leases or obtains financing secured by any equipment or furniture necessary for
Tenant’s use and occupation of the Premises.




	27.	 	CUSTOM AND USAGE:





     A. It is hereby covenanted and agreed, any law, usage or custom to the contrary
notwithstanding. that Landlord shall
have the right at all times to enforce the covenants and conditions
of this Lease in strict
accordance with the terms hereof, notwithstanding
any conduct or custom on the part of Landlord in refraining from so doing at any time or times.



     B. The waiver of Landlord of any breach of any term, covenant or condition herein contained
shall not be deemed to be
a waiver of such term, covenant or condition or any subsequent breach of the same or any
other term, covenant or condition herein
contained. The subsequent acceptance of rent or partial payment of rent hereunder by Landlord
shall not be deemed to be a waiver of any
preceding breach by Tenant of any term, covenant or condition of this Lease, other than the
failure of Tenant to pay the particular rental so
accepted, regardless of Landlord’s knowledge of such preceding breach at the time of the
acceptance of such rent. No covenant, term or
condition of this Lease shall be deemed to have been waived by Landlord, unless such
waiver be in writing by Landlord.




	28.	 	SURRENDER AND HOLDING OVER:





     Tenant,
upon expiration or termination of this Lease, either by lapse Of lime or otherwise,
agrees peaceably to surrender to
Landlord the Demised Premises in “broom clean” condition and in pood repair. In the
event that Tenant shall laid to surrender the Demised
Premises upon demand, Landlord, in addition to all other remedies
available to it hereunder,
shall have the right to receive, for all the time
Tenant shall so retail possession of the Demised Premises or any part thereof, an amount equal
to twice the full rent specified in this
Lease as applied to such period.



     If Tenant remains in possession of the Demised premises with Landlord’s consent but without a
new Lease reduced to writing
and duly executed. Tenant shall be deemed to be occupying the Demised Premises as a
tenant from month-to-month, subject to all the
covenants, conditions and agreements of this Lease.




	29.	 	ADDITIONAL CONSTRUCTION:





     Landlord
hereby reserves the right at any time and from time to time to make alterations or
additions to, and to build additional
stones on, the building in which the Demised Premises are contained, and to build adjoining
the same. Landlord also reserves the right to
construct other or to add to other buildings or improvements in the Shopping Center, and to
permit others to do so from time to time.




	30.	 	CONDEMNATION:





     Tenant hereby waives any less or damage to Tenant or right to claim any part of the award as
the result of the exercise of the
power of eminent domain of any governmental body, whether such loss or damage results from
condemnation of part or all of the Demised
Premises or any portion of the parking area or service entrances or exits. Should any power
of eminent domain be exercised after Tenant
is in possession, such exercise shall not void or impair this Lease unless the building in
which the Demised Premises are shall be
substantially demolished, and upon the happening of such event, The rental herein provided
shall proportionately abate. In the event that a
portion of the Demised Premises are taken so as to substantially interfere with Tenants use
of the Premises. Tenant shall have the right to
terminate the lease by providing not less than sixty (60) days written notice to
Landlord.




	31.	 	NOTICES:





     Wherever
in this Lease it shall be required or permitted that notice or demand be given or
served by either party to this Lease to
or on the other, such notice or demand shall not be deemed to have been duly given or served
unless in writing and either personally
delivered or forwarded by certified mail, postage prepaid, addressed:



	 	 	 
	TO LANDLORD AT:

	 	FTL/ED PLANTATION. LTD., a Florida limited partnership      (954) 775-9190
	 

	 	c/o Stiles Property Management
	 

	 	6400 North Andrews Avenue
	 

	 	Fort Lauderdale, FL 33309
	 
	 	 
	TO TENANT AT:

	 	Name Asset Management Outsourcing Inc
	 

	 	ATTN: Mr. Jim Whalen
	 

	 	Address 1625 Barret Lakes Bouleverd Suit 250
	 

	 	City Kenneesaw State Ga Zip 30144
	 

	 	Home Phone
                                        
	 

	 	Business phone (770) 792-3600





Such
addresses may be changed from time to time by either party serving notices as above provided.





	32.	 	SUCCESSORS AND ASSIGNS:





     All rights, obligations and liabilities herein given to or imposed upon the respective
parties hereto shall extend to and bine the
several and respective heirs, executors, administrators, trustee,
receivers, successors,
sublessees and assigns of said parties, subject to
the provisions of Paragraph 21; and if there shall be more than one Tenant, they shall all
be bound jointly and severally by the terms,
covenants and agreements herein and the word “Tenant” shall be deemed and taken to mean each
and every person or partly mentioned
as a Tenant herein, be the same one or more; and if there shall be more than one Tenant, any
notice required or permitted by the terms of
this Lease may be given by or to any one thereof, and shall have the same force and effect
as if given by or to all thereof. No rights,
however, shall insure to the benefit of any assignee of Tenant unless the assignment to such
assignee has been approved by Landlord in
writing as aforesaid.




	33.	 	QUIET ENJOYMENT:





     Upon payment by Tenant of the rents herein provided, and upon the observance of all the
covenants, terms and conditions on
Tenant’s part to be observed and performed. Tenant shall peaceably and quietly hold and
enjoy the Demised Premises 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
Landbrd, subject nevertheless, to the terms and conditions of this Lease.




	34.	 	BROKERS:





     Tenant represents and warrants that there are no claims for brokerage commissions or finder’s
fees in connection with the
execution of this Lease other than Cushman and Wakefield of Florida Inc. and agrees to
indemnify Landlord against and hold Landlord
harmless from all liabilities arising from any such claim, including attorney’s fees.




9










 





35. SCOPE AND INTERPRETATION OF THE AGREEMENT:




     This Lease shall be considered to be the only agreement between the parties hereto
pertaining to the Demised Premises. All negotiations and oral
agreements acceptable to
both parties are included herein; and unless reduced to writing in this Lease, no oral
representations will be held to be true or accurate. The laws of the State of Florida shall govern
the validity, interpretation, performance and enforcement of this Lease.


36. EXCULPATION:




     Tenant
agrees that it shall look solely to the estate and property of the Landlord in the
land and building comprising the Shopping Center of which the Demised Premises are a part for
the collection of any judgment (or any 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 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.


37. CAPTIONS:




     Any headings preceding the text of the several paragraphs and subparagraphs hereof are
inserted solely for the convenience of reference and shall not
constitute a part of this Lease, nor
shall they affect its meaning, construction or effect.


38. MODIFICATION:




     This Lease Agreement may only be modified in writing, by both parties hereto.


39. JOINT OBLIGATION:




     If
there is more than one tenant to this Lease Agreement, the obligations hereunder
imposed shall be joint and several.


40. TIME IS OF THE ESSENCE:




     Time is of the essence in the performance of each provision of
this Lease Agreement.


41. AUTHORITY:




     If Tenant is a corporation, each individual executing this Lease on behalf of said
corporation represents and warrants that he is duly authorized to execute and deliver this Lease
on behalf of aid corporation, in accordance with the By-Laws of said corporation and that this
Lease is binding upon said corporation. If Tenant is a partnership, Tenant has authority on
behalf of the partnership to enter into this Lease Agreement.


42. CHOICE OF LAW:




     This Lease Agreement shall be construed in accordance with the laws of the State of Florida,
as may be amended from time to time.


43. 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.
Leveis 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 country public
health unit.


44. LANDLORD’S ACCEPTANCE:




     The
submission of the Lease to Tenant by Landlord is done solely for Tenant’s
consideration and shall not be deemed acceptance of the lease terms by Landlord. Upon signing of the Lease by Tenant and
submission to Landlord, this Lease shall be considered an offer only and shall have no binding effect nor shall Landlord’s depositing of
Tenant’s security deposit be considered acceptance of this
Lease. Only upon full agreement by both parties of all terms, proper
execution of this Lease by Tenant and Landlord, along with Tenant’s security deposit clearing the bank and the return to Tenant of an
executed original Lease, shall this Lease be considered binding.


45. SUPPLEMENTAL CODE COMPLIANCE PROVISION:




     Notwithstanding anything contained in this Lease to the contrary following delivery
of possession of the Premises to tenant.
Landlord shall not be obligated to comply with any codes or other
legal requirements currently in
effect or hereafter promulgated by the governing authorities if Landlord would not otherwise be required to comply as a result of the
existence of the Premises prior to the effective date of such code or legal requirement
(i.e. “grandfathered”). Furthermore, Landlord may withhold its consent to, or prohibit Tenant
form making any alterations if such alterations would cause Landlord
to lose such “grandfathered”
exemption from code or other legal requirements or, if the loss of such exemption would cause
Landlord to incur costs in excess of $500.00.


46. ENVIRONMENTAL:




     Tenant
shall not cause or permit any Hazardous Substance to be used, stored, generated, or
disposed of on, in or about the Premises except in accordance with applicable Legal Requirements
without obtaining Landlord’s prior written consent, which consent may be withheld in Landlord’s
sole discretion. If any Hazardous Substance is used, stored, generated, or disposed of on, in or
about the Premises except as permitted above, or if the Premises or the Shopping Center become
contaminated in any manner as a result of any breach of the forgoing
covenant or any act or
omission of Tenant or any of its agents or employees acting within
the scope of their employment.
Tenant shall indemnify and hold harmless Landlord, its officers, directors, shareholders, and
employees from any and all claims, demands, actions, damages fines, judgments, penalties, costs
(including attorneys’, consultants’, and experts’
fees), liabilities, losses (including without
limitation, any decrease in value of the Store or Tenant’s business operations therein, damages
due to loss or restriction of rentable or usable space, or any
damages due to adverse
impact an marketing of the space in the Shopping Center of the Store), and expenses arising during
or after the term of this Lease and ansing as a result of such contamination. This
indemnificalion includes, without limitation any and all costs incurred due to any investigation
of the site or any cleanup, removal, or restoration mandated by a feneral, state, or local agency
or political subdivision. Without limitation, of the foregoing, if Tenant causes the presence of
any Hazardous Substance on, in or about the Premises except in accoradance with applicable Legal
Requirements or with Landlord’s consent that results in contamination. Tenant, at its sole
expense, shall promptly take any and all necessary actions to return the Premises or the Common
Area, as the case may be to the same condition that existed prior to the presence of any such
Hazardous Substance on, in or about the Premises, Tenant shall first obtain Landlord’s approval
for any such remedial action. which approval shall not unreasonably be withheld or delayed.



     Tenant shall provide to Landlord copies of any notices, letters of requests for information
concerning Hazardous Substance in connection with the Premises which Tenant receives from any
governmental unit of agency overseeing environmental matters.




20









 









     IN
WITNESS WHEREOF, Landlord has hereunto set its hand and seal on this
16 day of Jan, 1999.



	 	 	 	 	 	 	 
	WITNESSES:	 	 	 	LANDLORD:
	 	 	 	 	FTL/ED PLANTATION LTD.,
	 	 	 	 	a Florida limited partnership
	 
	 	 	 	 	 	 
	 	 	 	 	by and through its authorized agent,
	 	 	 	 	STILES CORPORATION
	 
	 	 	 	 	 	 
	/s/ [ILLEGIBLE]

	 	 	 	By
	 	/s/ Roceo Ferrera
	 

	 	 	 	 	 	 
	/s/ [ILLEGIBLE]	 	 	 	 	 	Roceo Ferrera, Vice President
	 

	 	 	 	 	 	 






     IN
WITNESS WHEREOF Tenant has hereunto set its hand and seal on this
13th
day of January, 1999.



	 	 	 	 	 	 	 
	WITNESSES:	 	 	 	TENANT:
	 	 	 	 	ASSET MANAGEMENT OUTSOURCING, INC
	 
	 	 	 	 	 	 
	/s/ [ILLEGIBLE]

	 	 	 	By
	 	/s/ James Whalen
	 

	 	 	 	 	 	 
	/s/ [ILLEGIBLE]

	 	 	 	 	 	James Whalen Chief Financial Officer
	 

	 	 	 	 	 	 






21









 





Rider # 1




ADDENDUM TO LEASE





	1.	 	Commencing on the first (lst) anniversary of the Lease Term, and each anniversary thereafter,
Tenant’s base rent shall increase three (3%)percent annually, computed on the base rental of the previous Lease
Year.
	 
	2.	 	Controllable operating expenses reimbursed by Tenant pursuant to the lease shall not increase by
more than four percent (4%) per year over the previous year’s
actual controllable operating expenses
cumulative during the term controllable operating expenses shall be defined as all
operating expenses other than common area utilities real estate taxes
and insurance.
	 
	3.	 	In the event Bays 21 or 218 become available for lease and Tenant notifies Landlord that
it desires to lease either Bay Landlord agress to negotiate with
Tenant in good faith for the lease of such space.
	 
	4.	 	Landlord will be responsible for all buildout costs and
expenses pursuant to the plans
mutually agreed id by Landlord and Tenant and
further defined in the attached work letter (“Rider #6”) and the attached space plan.
Tenant will be responsible to reimburse Landlord of all costs associated with 1) wiring the
main floor. 21 one half the cost of a separated upgraded fire system for the computer
room and 3) write boards as Specified in Rider #5. Tenants reimoursement will be
received prior to work commencement. Tenant shall have the ngnl to recommend
specifice Sub-contractors for the performance of the following provided however
Landlord or its General Contactor shall have the right to approve such sub -contactors
which approval shall not be unrasonably withheld.
	 
	5.	 	Landlord shall provide Tenant with the use of four (4) non-exclusive Darking spaces adiacent
to  the subject premises as per Rider #5.
Furthermore at Tenant’s expense Tenant may install standard parking signs or
paint parking
stuos designaing the determined four (4) spaces as Tenant “reserved space. In no event
will Landlord the required to enforce desiganated parking within the Center. In the
event all parking spaces as described in the parking plan are taken Tenant may park in
the areas marked as overflow parking in no event will Tenant be required to entire
parking.





22









 





Rider # 2




OPTION TO RENEW AT MARKET RATES



Landlord hereby grants unto Tenant the option and privilege to extend this Lease for
two(2)_ term(s) of five (5) years. at a three percent (3 %) annual increase;
provided, however, that written notice of the exercise of option shall be given by Tenant to
Landlord at least six (6) months before the expiration of the initial term, and as to the
exercise of any subsequent options, at least six (6) months before the expiration of the preceding
renewal term. The option can be exercised only in the event that all rents then due shall have been
fully paid and all covenants, agreements, provisions, terms and conditions of this Lease on the
part of Tenant to be performed, kept and observed, have been performed, kept and observed, and
Tenant is not otherwise in default in any of the terms of this Lease at the time Tenant elects to
exercise this option, or at the commencement of the respective extended renewal term.



Tenant’s base rent for each Option Year shall increase three percent (3%) annually, computed on the
base rental of the previous year.




23









 







Exhibit A



















 





Exhibit “B”




PLANTATION SHOPPING CENTER SIGN CRITERIA



Tenant shall be responsible for the installation and hook-up of Tenant’s sign. All work to be done
by qualified and licensed sign contractors at Tenant’s expense.



Plans must be submitted to Landlord for approval prior to application for permit, but not later
than ninety (90) days form execution of lease by all parties.



Plans must include location, size and style of lettering material type of illumination,
installation, details, color selections and logo design.



Signs shall consist of internally illuminated individual letters with fat plastic faces in metal
retainers mounted to aluminum or sheet metal type lettters. all returns shall be dark bronze.



Color of the letter plastic faces shall be white with gold mm and in accordance with sign codes
and restrictions imposed by the governing municipality. No exposed
raceway crossovers transformers, or conduct will be permitted.



The total length of the fascia sign shall not exceed seventy-five (75%) percent of the width of
the leased Store front, The sign letter height shall not be less than eighteen, (18") inches
high not more than two (2) feet high and shall be centered on leased front area. The
letters shall be five (5") inches deep.



All signage of Tenant subject to Landlord’s approval window signs and any other paper
signs are specifically prohibited without the prior consent of the Landlord, which will not be
unreasonably withheld.



All signage, installation and Landlord’s approval thereof is subject to the caoss and
regulations of the governing municipality including buliding and electrical cases.



These standards have been carefully created after review of local sign orginances. However in
case o’ confiles, the municipal promance shall crevail and these criteria, shall be modified
as needed to company.



Under canopy signs shall be installed at Tenant’s expense. Each sign copy area shall not be greater
than four (4) square feet with a. maximum letter height of six(6") inches. Sign shall mantain a
minimum clearance height of eight (8') feet iron the sioswalk be rigidly amaches and shall be
mounted at a right angle from the Tenant’s bay. Sign to be centered with Tenant’s bay width.





25










 













 










 






Rider 6

LANDLORD’S WORKLETTER

ASSET MANAGEMENT OUTSOURCING

PLANTATION CENTER





	1)	 	Landlord, at Landlord expense, shall complete the following work
(“Landlord’s Work”) according to the space plan attached hereto as Rider #7 using Building
Standard Materials.






	•	 	All necessary demolition, trash haul, and clean up






	•	 	HVAC installation and servicing






	•	 	Framing as specified in space plan






	•	 	Replace or renovate all ceiling tiles
	 
	•	 	Replace all flooring including carpeting and tile where needed.






	•	 	Provide bathrooms per plans and to code






	•	 	All doors, frames, and hardware






	•	 	Cabinetry






	•	 	Glazing






	•	 	Painting
	 
	•	 	Plumbing






	•	 	Electrical including all lighting upgrades and emergency signs






	•	 	Fire Sprinklers, extinguishers, smoke alarms in accordance with currant City
of Plantation code.






	•	 	Canvas awnings at entrances






	•	 	Refurbish existing speaker system to good working condition






	•	 	Architectural/Engineering Services






	•	 	Permit and permit processing






	•	 	General Labor and Construction of premises






	•	 	All build-out will be of professional office quality and to current code





2) Landlord will provide the following at the Tenant’s expense, which expense
shall be paid by Tenant to Landlord prior to commencement of the following
work:




	•	 	Duplex receptacle, (1) phone jack, (1) data
receptacle to each work station (wiring of main floor)
	 
	•	 	One half the cost of a separated upgraded fire system for the computer room
	 
	•	 	Whiteboards in training rooms





Tenant shall the right to recommend specific sub-contractors for the performance of the following
provided however, Landlord or its General Contractor shall have the right to approve such
sub-contractors, which approval shall not be unreasonably withheld.



3) (A) Completion by Landlord. The Premises shall be deemed ready for
occupancy on the date Landlord’s Work is substantially completed and a
Certificate of Occupancy for the Premises is received. The same shall be
deemed substantially completed notwithstanding the fact that minor or
insubstantial details of construction, mechanical adjustment or decoration remain
to be performed, the non-completion of which does not materially interfere with
Tenant’s use of the Premises. Landlord shall give Tenant at least ten (10) days
notice of the date on which Landlord estimates Landlord’s Work will be
substantially completed and a Certificate of Occupancy issued, and Tenant shall
occupy the Premises promptly thereafter.




	4)	 	Delay By Tenant. If substantial completion of the Premises by Landlord is delayed
due to any one or more of the following, then the Premises shall be deemed ready for occupancy
on the date it would have been




 









 













	 	 	ready, but for such delay, and Rent shall commence as of such earlier date. Any changes to
space plan after execution of the Lease shall be subject to Landlord’s approval, and
furthermore, Tenant shall pay for any extra costs that may incurred by Landlord which are
caused by the changes so requested by Tenant.






	 	(A)	 	Tenant’s failure to furnish, approve, or authorize any plans in
accordance with the Critical Path attached hereto as Rider 7 or other
time periods/limits set forth herein;
	 
	 	(B)	 	Tenant’s delay or failure in submitting to Landlord any information,
authorization, or approvals in compliance within the time limits set
forth in the Critical Path, including, without limitation, any information
required to prepare plans;
	 
	 	(C)	 	Changes in or additions to plans as requested by Tenant resulting in a
delay beyond the dates set forth in the Critical Path;
	 
	 	(D)	 	The performance or completion of any work in the Premises by
Tenant or any person, firm for corporation employed by Tenant;
	 
	 	(E)	 	Tenant’s request for materials, components, finishes or improvements
which are not available in commercially reasonable time given the
anticipated date of substantial completion of the Premises by Landlord
as set forth herein;
	 
	 	(F)	 	Tenant’s failure to pay, when due, any amounts required to be paid by
Tenant pursuant to this Lease;
	 
	 	(G)	 	Tenant’s failure to comply with all federal, stale, or local laws or
regulations, including without limitation, all codes and ordinances;
	 
	 	(H)	 	Tenant’s request for additional bidding or rebidding of the cost of all or
a portion of the completion of the Premises beyond the dates set forth
in the Critical Path;
	 
	 	(I)	 	Changes or postponements requested by Tenant to the work
being
completed;
	 
	 	(J)	 	Any error in plans or other documents caused by Tenant, or its
employees or agents; and
	 
	 	(k)	 	Any other act or omission of Tenant, or its
employees or agents
which, in Landlord’s reasonable opinion, will result in delays beyond
the dates set forth in the Critical Path;






	5)	 	Acceptance of Premises . Tenant acknowledges that Landlord
has not made any
representatives or warranties with respect to the condition of the Premises and neither
Landlord nor any assignee of Landlord shall be liable for any latent defect therein. The
taking of possession of the Premises by Tenant shall be conclusive evidence that the Premises
were in good and satisfactory condition at the time such possession was taken, except for the
minor insubstantial details of which Tenant gives landlord notice within thirty (30) days
after the Commencement Date. If Landlord shall give Tenant occupancy shall be deemed to be
upon all the terms, covenants, conditions, and provisions of this Lease, including the
execution of an Estoppel certificate.




 









 











RIDER #7




CRITICAL PATH




	 	 	 	 	 	 	 	 	 
	TASK NAME	 	DAYS	 	START DATE	 		 	FINISH DATE	 
	 
	1 Lease Execution
	 	15 days	 	01-Jan	 	15-Jan
	 
	 
	 	 	 	 	 	 	 	 
	PREPARATION OF DRAWINGS
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	2 Final Space Plan Approval
	 	9 days	 	05-Jan	 	14-Jan
	3 Architectural Drawings by LL
	 	21 days	 	18-Jan	 	08-Feb
	4 Pricing of Tenant’s expenses
	 	21 days	 	18-Jan	 	08-Feb
	5 Approval of Tenant’s expense
	 	0 days	 	 	 	09-Feb
	 
	 	 	 	 	 	 	 	 
	PERMITTING & CONSTRUCTION
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	6 City of
Plantation Permit Review
	 	21 days	 	09-Feb	 	02-Mar
	7 Building Permit Issuance
	 	3 days	 	02-Mar	 	05-Mar
	5 Construction of Improvements
	 	75 days	 	05-Mar	 	20-May
	9 Certificate of Occupancy
	 	 	 	 	 	approx. May 20






 









 






Rider 8




Operating Expenses- Exclusions





	(a)	 	Costs of decorating, redecorating, or special cleaning or other services not
provided on a regular basis to tenants of the building with the exception of decorative
banners in the parking lot:
	 
	(b)	 	Wages, salaries, fees and fringe benefits paid to executive personnel or
officers or partners of Landlord;
	 
	(c)	 	Any charge for depreciation of the building or equipment and any interest
or other financing charge;
	 
	(d)	 	Any charge for Landlord’s income, taxes, excess profit taxes, franchise
taxes or similar taxes on Landlord’s business;
	 
	(e)	 	All costs relating to activities for the solicitation and execution of leases of
space in the building;
	 
	(f)	 	All costs and expenses of operating the garage space and commercial space in the
building;
	 
	(g)	 	All costs for which Tenant or any other tenant in the building is being charged
other than pursuant to the operating expense clauses;
	 
	(h)	 	The cost of any electric current furnished to the premises or any rentable area of the
building for purposes other than the operation of building equipment and machinery and parking
lot and the lighting of public toilets, stairways, shaftways, common area and parking lot
lighting, walkway for exterior walkway, and building machinery or fan rooms;
	 
	(i)	 	The cost of correcting defects in the construction of the building or in the building
equipment, except that conditions (not occasioned by construction defects) resulting from
ordinary wear and tear will not be deemed defects for the purpose of this category;
	 
	(j)	 	The cost of any repair made by Landlord because of the total or partial destruction
of the building or the condemnation of a portion of the building;
	 
	(k)	 	Any increase in insurance premium to the extent that such increase is caused or
attributable to the use, occupancy or act of another tenant;
	 
	(I)	 	The cost of any items for which Landlord is reimbursed by insurance or otherwise
compensated by parties other than tenants of the building pursuant to clauses similar to this
paragraph;
	 
	(m)	 	The cost of any additions or capital improvements to the building subsequent
to the date of original construction over and above a reasonable amortization of
same;





	 	 	(STRIKE THROUGH)






	(o)	 	Any operating expense representing an amount paid to related
corporation, entity or person which is in excess of the amount which would be paid in the
absence of such relationship for similar quality service.




 









 












	(p)	 	The cost of any work or service performed for or facilities furnished to any tenant of the
building to a greater extent or in a manner more favorable to such tenant than that performed
for or furnished to Tenant;






	(q)	 	The cost of alterations of space in the building leased to other tenants;






	(r)	 	The cost of overtime or other expense to Landlord in curing its defaults or performing work
expressly provided in this lease to be borne at Landlord’s expense;






	(s)	 	Capital improvements or expenditures incurred to reduce operating expenses shall be
included in operating expenses to the lesser of the annual amortized amount of said
improvements or expenditure (over the useful life of the improvement
or item or the actual
savings; and






	(t)	 	Ground rent or similar payments to a ground lessor;






	(u)	 	The cost of removal, abatement or treatment of asbestos or any other hazardous substance
or gas;




 









 











Real Estate Taxes — Exclusions





	1.	 	Inheritance Taxes
	 
	2.	 	Gift Taxes
	 
	3.	 	Transfer Taxes
	 
	4.	 	Franchise Taxes
	 
	5.	 	Excise Taxes
	 
	6.	 	Net Income Taxes
	 
	7.	 	Profit Taxes
	 
	 	 	(STRIKE THROUGH)
	 
	9.	 	Late Payment Charges and Penalties
	 
	 	 	(STRIKE THROUGH)




 









 











FIRST AMENDMENT TO LEASE AGREEMENT




     THIS
FIRST AMENDMENT TO LEASE AGREEMENT (this “First
Amendment”) dated as of this 18th day
of August, 1999, amending that certain Lease Agreement dated January 16,1999, and any and all
Letter of Agreement, Addenda, Amendments or Extensions thereof (collectively, the “Lease”) by
and between FTL/ED, LTD. (“Landlord”) and ASSET MANAGING OUTSOURCING, INC. (“Tenant”).



W I T N E S S E T H:




     WHEREAS, Landlord and Tenant entered into the Lease relating to that certain premises known
as Bay #21 A/25A/B (the “Premises”) within that certain shopping center known as Plantation
Shopping Center located at 7019 W. Broward Blvd. (the “Center”); and



     WHEREAS, the parties wish to modify the terms and conditions of the Lease as hereinafter
set forth.



     NOW,
THEREFORE , for and in consideration of the terms, covenants and conditions hereinafter
set forth, and for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Landlord and Tenant agree as follows:




	1.	 	The square footage of the Premises is hereby deemed to be 34,222 square feet as
depicted on the Site Plan attached hereto as Exhibit “A”.
	 
	2.	 	Notwithstanding anything contained in the Lease to the contrary, the term of the
Lease shall be for approximately eight (8) years commencing upon receipt of a
Certificate of Occupancy for the Premises which is anticipated to be on or about
November 1, 1999, and shall expire on the last day of the ninety sixth (96th)
month thereafter. In the event Landlord is delayed in completing the Premises as
a result of any changes to the space plan attached hereto by reference as Exhibit
“B”, this Lease and Tenant’s payment of Rent shall commence as of such earlier
date. Furthermore, any such changes shall be subject to Landlord’s approval and
Tenant shall pay for any extra costs that may be incurred by Landlord in
connection therewith. If the Premises are not substantially complete as evidenced
by receipt of a Certificate of Occupancy (or temporary Certificate of Occupancy in
lieu thereof) by December 1, 1999, due solely to circumstances within Landlord’s
control, Tenant shall receive a penalty equivalent to two (2) days’ abatement of Rent
for each day from and after December 1, 1999 until the date the Premises are
substantially complete.
	 
	3.	 	In addition to operating an insurance claims office as set forth in Section 4A of the
Lease, Tenant may use the Premises for other general office use related to the
insurance or collection industry.
	 
	4.	 	Notwithstanding anything contained in Rider No. 2 to the contrary, provided Tenant
has not been in default under any of the terms or conditions contained in the Lease,
as amended, Tenant shall have the option to renew the Lease for one (1) additional
term of three (3) years (the “First Renewal Term”) and one (1) additional term of
five (5) years (the “Second Renewal Term”). The Base Rent during each year of
each renewal term shall increase by three (3%) percent over the prior year’s Base
Rent. Tenant shall exercise either option to renew by providing Landlord with not
less than six (6) month’s written notice prior to the expiration of the Term of the
Lease, or the First Renewal Term, as the case may be.
	 
	5.	 	Notwithstanding anything contained in the Lease to the contrary, pursuant to that certain
Declaration of Restrictive Covenants dated April 6, 1999 as recorded in the Public Records
of Broward County, Florida (the “Declaration”), a copy of which is attached hereto as
Exhibit “C”, Tenant’s employee parking shall be primarily confined those parking spaces
contained within the Primary Parking





 









 






	 	 	Area as indicated on Exhibit “D” attached hereto. Tenant’s employees shall have the right
during certain periods of overlapping shifts (provided no parking is available in the
Primary Parking Area) to park in the Overflow Parking Area depicted on Exhibit “D”
attached hereto on a non-exclusive basis. Landlord hereby agrees to clearly identify the
Overflow Parking Area for use by Tenant’s employees and Tenant acknowledges that any
violation of the foregoing or any violation of the terms or conditions of the Declaration
shall constitute a material breach of this Lease.
	 
	6.	 	Landlord hereby warrants the HVAC, plumbing and electrical work performed in
accordance with the approved Space Plan for a period of one (1) year following
the Commencement Date of the Lease.
	 
	7.	 	Notwithstanding anything contained in Section 24D of the Lease to the contrary,
in the event Landlord has not received Tenant’s Base Rent, Additional Rent or any
other sum due by Tenant hereunder as of the tenth (10th) day following the due
date therefor, Landlord shall so notify Tenant in writing, and Tenant shall be in
default under the Lease if such payment has not been received by Landlord on or
before the fifteenth (15th) day thereafter.
	 
	8.	 	Notwithstanding anything contained in Section 24H of the Lease to the contrary,
the sale or transfer of fifty (50%) percent or more of the stock or assets of Tenant
shall not constitute a default under the Lease provided Tenant notifies Landlord in
writing of the occurrence of such transaction (which notification shall include the
financial statement of the surviving entity), and provided the surviving entity
assumes all of the obligations of Tenant under the Lease.
	 
	9.	 	Landlord hereby agrees to replace Tenant’s security deposit currently being held
by Landlord in the amount of $40.545.00 with a surety or performance bond, or
an irrevocable Latter of Credit for the same amount, drawn on a bank or financial
institution, and upon terms and conditions acceptable to Landlord.





     Any provision of this First Amendment shall prevail over conflicting provisions contained in
the Lease. All other terms and conditions shall remain in full force and effect and binding upon
the parties hereto.



     IN WITNESS WHEREOF, the parties have executed this First Amendment as of the day and year
first above written.



Signed, sealed and delivered

In the presence of:



	 	 	 	 	 
	 

	 	“TENANT”	 	 
	 
	 	 	 	 
	(SEAL)

	 	ASSET MANAGEMENT
OUTSOURCING, INC.	 	 
	 
	 	 	 	 
	/s/ Cynthia Mclucas
 


	 	/s/ James Whalen
 

James Whalen,
	 	 
	 

	 	Chief Financial Officer	 	 
	 
	 	 	 	 
	 

	 	“LANDLORD”	 	 
	 
	 	 	 	 
	 

	 	FTL/ED PLANTATION, LTD.	 	 
	 

	 	by and through authorized agents,	 	 
	 

	 	Stiles Corporation	 	 
	/s/ Amy Scott
 


	 	 	 	 
	 
	 	 	 	 
	/s/ Beett Stepelton
 


	 	/s/ Rocco Ferrera
 

	 	 
	 

	 	Rocco Ferrera, Vice President	 	 






 









 







EXHIBIT A




SCHEDULE 1.3 (a)




Description
of Premises




Tract “A” in Plantation Center, according to the Plat thereof, as recorded in Plat Book 102.
Page 2, of the public Records of Broward County, Florida, being a Resubdivision of portions of Blocks 3 and
4. Everglades Plantation Company’s Subdivision Amended of Section 3. Township 50 South. Range 41 East, recorded in Plat Book
2, Page 7 of the Public Records of Date County, Florida, said lands lying, situate and being in the City of Plantation.
Broward County, Florida, comprising 19.5798 acres. TOGETHER WITH
Easement dated August 13, 1979, recorded in O.R. Book 8382. Page 834
of the Public Records of Broward County, Florida wherein Landmark
First National Bank of Fort Lauderdale granted to Grantor an easement
across a portion of Lot L. LANDMARK
PLAZA, as recorded in Plat Book 86, Page 24, of the Public Records of Broward County, Florida, said easement property
more fully described in said Easement.



also described as



A
parcel of land in the South one-half (S 1/2) of Section 3. Township 50 South, Range 41 East, more particularly described as follows:



     Commence
at the Southeast corner of Section 3. Township 50 South. Range
41 East; thence on an assumed bearing of North 88°
20' 50" West, along the South line of said Section 3, a distance of 1,240.00 feet to the centerline of Northwest 69th Avenue,
as described in Deed Book 793, page 462, of the public records of
Broward County, Florida; thence North 04°20'50" West, along
said centerline a distance of 93.51 feet to the North right-of-way line, said right-of-way line being 93.00 feet North of and parallel to the said South
line of Section 3, a distance of 1220.28 feet to the Point of
Beginning of this description; thence North 01°39'10" East,
a distance of 660.00 feet; thence North 88°20'50" West, a distance of 140.00 feet; thence North 01°39'10" East,
a distance of 408.62 feet to a point on a curve; thence
Northwesterly, along the art of a curve to the left, said curve having a radius point bearing South 16°05'05" West from the last described
point, a central angle of 03°41'32" and a radius of 10.258.65 feet for an arc distance of 661.08 feet: thence due South,
a distance of 1,213.15 feet to the said North right-or-way line of
West Broward Boulevard, thence South 88°20'50"
East, along said North right-of-way line, a distance of 750.10 feet




 









 










to
the Point of Beginning, also being a portion of Blocks 3 and 4.
EVERGLADES PLANTATION COMPANY’S SUBDIVISION AMENDED, recorded
in Plat Book 2, [ILLEGIBLE] page [ILLEGIBLE] of the public records of Dade County, Florida.



     Together
view and including all strips and gores of land lying adjacent to the Land and owned by Seller, together with
Seller’s interest in all easements, Privileges, rights-of-way, riparian and other water rights, lands underlying any adjacent
streets or roads, and appurtenances pertaining to or accruing to the benefit of the Land.






 









 








EXHIBIT B









 









 








EXHIBIT C



Prepared by and return to:




	 	 	 
	Name:

	 	Richard G. Coker, Jr., Esquire
	Address:

	 	1318 Southeast 2nd Avenue
	 

	 	Fort Lauderdale, FL 33316
	 

	 	Telephone: (954) 761-1404






DECLARATION OF RESTRICTIVE COVENANTS




     THIS
DECLARATION OF RESTRICTIVE COVENANTS by FTL/ED PLANTATION LTD, a Florida Limited
Partnership (“Owner”), in favor of THE CITY OF PLANTATION, a municipal corporation of the State
of Florida (“City”).



W I T N E S S E T H:




     WHEREAS, Owner holds fee simple title to certain property in the City consisting
of ___ acres, more or less, which property is commonly referred to as Plantation Center
and legally described as follows:



     See Exhibit “A” attached hereto and made a part hereof; and



     WHEREAS,
Asset Management Outsourcing, Inc. (“AMO”) is leasing a portion of Plantation
Center, consisting of approximately 34,069 s.f. of office space (“Office Space”) which includes
up to 291 individual workstations; and



     WHEREAS, the Owner made available 265 parking spaces within the Plantation Center as
primary parking for AMO, as generally depicted in Exhibit “B” attached hereto (“Primary Parking
Area”); and



     WHEREAS, the City has required certain commitments with respect to the compliance with the
parking requirements of the City Code of Ordinances as they apply to the subject use and
Plantation Center; and



     WHEREAS, the Owner is desirous of making a binding commitment to assure that the parking in
the Plantation Center will be allocated and used in accordance with the provisions of this
Declaration.



     NOW, THEREFORE, in consideration of the foregoing, the Owner hereby agrees and declares as
follows:



     1. That the above recitals are true and are incorporated herein by reference.



 









 





     2. The Owner, joined by the tenant, AMO (“Tenant”) hereby declare, covenant and agree
that the tenancy of AMO within Plantation Center shall be subject to the following enforceable
provisions in the lease agreement between the Owner and AMO:




	 	(a)	 	That the AMO space will contain no more than 291 workstations
within the Office Space as that term is defined in Ordinance No. 2156.
	 
	 	(b)	 	That parking for the employees of AMO shall primarily be confined
to the Primary Parking Area and that the Owner will implement a
method of monitoring AMO employee parking to assure that employee
parking is predominantly occurring in the Primary Parking Area. It is
recognized that during certain periods of overlapping shifts, AMO
employees will park outside of the Primary Parking Area to the extent
reasonably necessary.
	 
	 	(c)	 	That at all times, there will be no less than 265 parking
spaces allocated for use by AMO, though such parking may be legally
non-exclusive, exclusive parking will be encouraged by appropriate signage
and other communication.





     3. In the event AMO adds more than 291 workstations within the 34,069 square feet of
space, or in the event AMO permits its employees to park in areas other than the Primary Parking
Area on a regular basis, or if the Owner allocates the 265 spaces reserved herein to other uses in
the Center, the City shall give the Owner and Tenant notice that the terms of this Declaration
have been violated and that they have twenty (20) days to cure
same. If the violation is not
cured within twenty (20) days, then the City will be entitled to
enforce the terms of this
Declaration, which may include as a remedy terminating the
Tenant’s occupancy. It is agreed that
so long as ninety (90%) percent of the cars parked within the Center by AMO employees (and other
persons working within the premises if not “employees”), are parked within the Primary Parking
Area (except for shift changes), Owner and Tenant will not be in violation of their obligations to
assure that AMO employees (and other working within the AMO premises if not
“employees”) park in the Primary Parking Area on a regular basis.



     4. For purposes of applying the City parking requirements in the future to the
Center, the City shall exclusively allocate 265 spaces to the AMO space and shall not count
such parking spaces towards any other use’s parking requirements
in the Center.



     5. All notices to be sent pursuant to this Declaration must be sent via certified
mail, return receipt requested, to the following:



2









 





	 	 	 
	Owner:

	 	FTL/ED PLANTATION LTD
	 

	 	C/O STILES CORP.
	 

	 	6400 N. Andrews Ave.
	 

	 	FT Land, FL 33309
	 
	 	 
	Tenant:

	 	Asset Management Outsourcing Inc.
	 

	 	1825 BARRETT LAKES BLVD
	 

	 	SUITE 250
	 

	 	Kennesaw, 6A 30144
	 
	 	 
	City:

	 	Mayor
	 

	 	City of Plantation
	 

	 	400 Northwest 73rd Avenue
	 

	 	Plantation, FL 33317
	 
	 	 
	With a copy to:

	 	Building & Zoning Director
	 

	 	City of Plantation
	 

	 	400 Northwest 73rd Avenue
	 

	 	Plantation, FL 33317






     6. In
the event it becomes necessary to enforce the terms of this
Declaration by instituting
litigation, the parties agree that the prevailing party shall be entitled to an award of its
incurred attorney’s fees and costs and otherwise further agree that in addition to other
remedies which may be available to the party, the remedy of specific
performance will be
available to enforce the terms of this restrictive covenant, in addition to other remedies
expressed herein or available pursuant to law.



     7. Amendment and Modification. This instrument may only be modified, amended or released as
to any portion of Plantation Center by a written instrument executed by the then owner of the fee
simple title to Plantation Center to be affected by such modification, amendment or release,
providing that same has been approved by the City, except as provided
in Section 4 below.



     8. Term of Covenant. This voluntary covenant on the part of Owner shall remain in full force
and effect and shall be binding upon Owner, the Tenant and their successors and assigns, for so
long as AMO remains a tenant within Plantation Center. Upon the vacation of AMO
as a tenant, the Owner shall record a notice of such vacation in the public records and this
Declaration shall be terminated. A copy of the notice will be
provided to the City within ten (10) days of recordation.



     9. Severability. Invalidation of any one of these covenants by judgment of a court of
competent jurisdiction shall not affect any of the other provisions of this Declaration, which
shall remain in full force and effect.



3









 





     10. Recording. This Declaration shall be filed of record among the Public
Records of Broward County, Florida at the cost of the Owner and a recorded copy given
to the City within thirty (30) days of its return from recording.



     11. Effective Date. This Declaration shall be effective immediately upon its
recordation in the public records.



     IN
WITNESS WHEREOF, the undersigned has executed this Declaration on
this 6th day of April,1999.



	 	 	 	 	 	 	 
	Signed, sealed and delivered in the
presence of:	 	FTL/ED PLANTATION LTD.,
a Florida
Limited Partnership.	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	By: FTL/PLANTATION, INC., a Florida	 	 
	 	 	corporation, General Partner	 	 
	 
	 	 	 	 	 	 
	/s/ [ILLEGIBLE]
 


	 	By:
	/s/ Rocco Ferrera
 

	 	 
	Signature

	 	 	 	Signature	 	 
	 
	 	 	 	 	 	 
	/s/ [ILLEGIBLE]
 


	 	 	 	 	 	 
	Printed Name
	 	 	 	 	 	 
	 	 	Printed Name: 	/s/ Rocco
Ferrera
	 	 
	 	 	Title: Vice President	 	 
	 	 	Date: April 6, 1999	 	 
	/s/ [ILLEGIBLE]
 


	 	 	 	 	 	 
	Signature
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Michael Friedman
 


	 	 	 	 	 	 
	Printed Name
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	STATE
OF FLORIDA        :
	 	 	 	 	 	 
	                                          : SS.
	 	 	 	 	 	 
	COUNTY OF BROWARD :
	 	 	 	 	 	 






     I HEREBY CERTIFY that on this day, before me, an officer duly qualified to take
acknowledgements, personally appeared Rocco Ferrera, as Vice
President of FTL/PLANTATION, INC., a Florida corporation,
General Partner of FTL/ED PLANTATION, LTD., a Florida Limited
Partnership, to me known to be
the person described in and who executed the foregoing instrument and acknowledged before me
that he/she executed the same.



     WITNESS
my hand and official seal in the County and State last aforesaid this
6th
day of April, 1999.



	 	 	 
	 

	 	/s/ Judith Louise Sharman
	 

	 	 
	 

	 	signature of Notary or Officer
	 
	 	 
	 

	 	Notarial Seal (stamped in black ink)
	 

	 	                    OR
	 
	 	 
	 

	 	                    Judith Louise Sharman
	 

	 	                    Commission # CC 798149
	 

	 	(SEAL)               Expires FEB, 1, 2003
	 

	 	                              BONDED THRU
	 

	 	                    ATLANTIC BONDING CO., INC.
	 
	 	 
	 

	 	 

Printed Name of Notary Public
	 

	 	State of Florida Commission Number:








4









 








JOINDER BY TENANT




	 	 	 	 	 	 	 
	Signed, sealed and delivered in the
presence of:	 	ASSET MANAGEMENT
OUTSOURCING, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	  /s/ Rudolph R. Braccili Jr.
 
    Signature
	 	 
	 
	 	 	 	 	 	 
	 Stuart Montac
 


	 	Printed Name: Rudolph R. Braccili Jr. 	 	 
	Signature
	 	Title: Division President	 	 
	 
	 	Date: APRIL 6, 1999 	 	 
	 Stuart Montac
 

Printed Name

	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	/s/ Stuart Montac
 

Signature

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Michael Friedman
 

Printed Name

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	STATE
OF FLORIDA        :
	 	 	 	 	 	 
	                                          : SS.
	 	 	 	 	 	 
	COUNTY OF BROWARD :
	 	 	 	 	 	 






     I HEREBY CERTIFY that on this day, before me, an officer duly qualified to take
acknowledgements, personally appeared Rudy Braccili Jr., as President of ASSET MANAGEMENT OUTSOURCING, INC.,
to me known to be the person described in and who executed the
foregoing instrument and acknowledged before me that he/she executed the same.



     WITNESS my hand and official seal in the County and State last aforesaid this
6th day of April, 1999.



	 	 	 
	 

	 	/s/ Bette Greenberger Dabach
	 

	 	 
	 

	 	signature of Notary or Officer
	 
	 	 
	 

	 	Notarial Seal (stamped in black ink)
	 

	 	                    OR
	 
	 	 
	 

	 	                    Bette Greenberger Dabach
	 

	 	(SEAL)        My Commission CC714709
	 

	 	                    Expires March 22, 2007
	 
	 	 
	 

	 	 

Printed Name of Notary Public
	 

	 	State of Florida Commission Number:






5









 






Prepared by and return to:




Tracy Schmidt, Esq.

USPG d/b/a NationsHealth

13650 NW 8th Street Suite 109

Sunrise, FL 33325




AMENDMENT TO

DECLARATION OF RESTRICTIVE COVENANTS




This Amendment is made to the Declaration of Restrictive Covenants which is recorded in Broward
County Official Records book 29492 at Page 0646, is entered into by and between GEHR Development
Florida LLC (“Owner”), and The City of Plantation, a municipal corporation of the State of Florida
(“City”) as of the 14th day of September, 2005.



RECITALS




WHEREAS, Asset Management Outsourcing, Inc. (“AMO”) entered into a lease of a portion of Plantation
Center, more commonly known as Bay#21A/25/A/B, and has subsequently subleased on August
19th 2005, incorporated herein by reference, such portion of Plantation Center to United
States Pharmaceutical Group, LLC, (USPG) as consented to by the Owner;

and



WHEREAS, the development order for the use of the property required a Declaration of Restrictive
Covenants which was recorded in Broward County Official Record Book 29492 at Page 0646 (the
:Declaration); and



WHEREAS, the Declaration needs to be modified for the sublessee to occupy the premises.



NOW, THEREFORE, in consideration of the covenants contained herein, and for other good and valuable
consideration, the receipt and adequacy of which are hereby conclusively acknowledged, Owner, City,
AMO and USPG intending to become legally bound, hereby mutually agree as follows:




	1.	 	Paragraphs 5, 7 and 8 of the Declaration is hereby replaced as follows.





          5. All notices to be sent pursuant to this Declaration must be sent via certified mail, return
receipt requested to the following:



	 	 	 
	Owner:

	 	GEHR Development Florida LLC
	 

	 	1900 NW Corporate Boulevard
	 

	 	Suite 300 West
	 

	 	Boca Raton, FL 33431
	 
	 	 
	Tenant:

	 	7001 Peachtree Industrial Blvd,
	 

	 	Suite 320
	 

	 	Norcross, GA 30092
	 
	 	 
	Subtenant:

	 	United States Pharmaceutical Group, LLC
	 

	 	d/b/a NationsHealth
	 

	 	13650 NW 8th Street Suite 109
	 

	 	Sunrise, FL 33325
	 
	 	 
	City:

	 	Mayor
	 

	 	City of Plantation
	 

	 	400 Northwest 73rd Avenue
	 

	 	Plantation, FL 33317
	 
	 	 
	With a copy to:

	 	Director of Planning, Zoning and Economic Development
	 

	 	City of Plantation
	 

	 	400 Northwest 73rd Avenue
	 

	 	Plantation, FL 33317






1









 






          7. Amendment and Modification. This instrument may only be modified, amended or
released as to any portion of Plantation Center by a written instrument executed by the then owner
of the fee simple title to Plantation Center to be affected by such modification, amendment or
release, providing that same has been approved by the City, except as provided in Section 8 below.



          8. Term of Covenant. This voluntary covenant on the part of the owner shall remain in
full force and effect and shall be binding upon Owner, the Tenant and their successors and assigns,
for so long as AMO, its assignees or subtenants, remains a tenant within Plantation Center and
utilizes the premise as an office space as defined by City Ordinance No. 2156. Upon the vacation
of AMO, its assignees or subtenants as a tenant, the Owner shall record a notice of such vacation
in the public records and this Declaration shall be terminated. A copy of the notice will be
provided to the City within ten (10) days of recordation.




	2.	 	Modified, the parties confirm and ratify the Declaration





IN WITNESS WHEREOF, the undersigned parties have executed this Amendment as of the date set forth
above.



Owner:




GEHR Development Florida LLC




	 	 	 	 	 
	 	 
	By:  	                    /s/ Norbert Gehr
 	 
	 	Print:  Norbert Gehr 	 
	 	As its: President 	 
	 



	 	 	 	 	 	 	 
	STATE OF California

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss:
	COUNTY OF Los Angeles

	 	 	)	 	 	 






     I hereby certify that on this day, before me, an officer duly authorized in the State and
County aforesaid to take acknowledgements, personally appeared Norbert Gehr, known to be the
persons described in or who has produced ___N/A___as identification and who
executed the foregoing instrument and acknowledged before me that they executed the same for the
purposes therein expressed.



     WITNESS my hand and official seal in the County and State last aforesaid this 14th day of
September, 2005.



	 	 	 	 	 
	 	 	 
	 	                                                     Sign: /s/ Dennis M. Nishida
 	 
	 	Print: Dennis M. Nishida 	 
	 	My Commission Expires: April 10, 2007 	 
	 



AMO:




Asset Management Outsourcing, Inc.




	 	 	 	 	 
	 	 
	By:  	               /s/ Scott J. Tsanos
 	 
	 	Print:  Scott J. Tsanos 	 
	 	As its: Vice-President, CFO 	 
	 



	 	 	 	 	 	 	 
	STATE OF Georgia

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss:
	COUNTY OF Cherokee

	 	 	)	 	 	 






2









 






     I hereby certify that on this day, before me, an officer duly authorized in the State and
County aforesaid to take acknowledgements, personally appeared Scott J. Tsanos, known to be the
persons described in or who has produced ___—___as identification and who executed
the foregoing instrument and acknowledged before me that they executed the same for the purposes
therein expressed.



     WITNESS my hand and official seal in the County and State last aforesaid this 9th day of
September, 2005.



	 	 	 	 	 
	 	 	 
	 	                                                         Sign: /s/ Lenita B. Coker
 	 
	 	Print: Lenita B. Coker 	 
	 	My Commission Expires: September 10, 2007 	 
	 



Subtenant:




United States Pharmaceutical Group, LLC




	 	 	 	 	 
	 	 
	By:  	                  /s/ Lewis P. Stone
 	 
	 	Print:       Lewis P. Stone 	 
	 	As its:      CIO 	 
	 




     I hereby certify that on this day, before me, an officer duly authorized in the State and County
aforesaid to take acknowledgements, personally appeared Lewis P. Stone, known to be the persons
described in or who has produced Drivers License as identification and who executed the
foregoing instrument and acknowledged before me that they executed the same for the purposes
therein expressed.



     WITNESS my hand and official seal in the County and State last aforesaid this 14th day of
September, 2005.



	 	 	 
	 

	 	Sign: /s/ Carmen Maestegui
	 

	 	 
	 

	 	Print: Carmen Maestegui
	 

	 	My Commission Expires: July 10, 2006
	 
	 	 
	ATTEST

	 	CITY OF PLANTATION, a Florida
	 

	 	Municipal Corporation
	 
	 	 
	/s/ Susan K. Slattery

	 	By: /s/ Rae Carole Armstrong
	 

	 	 
	Susan Slattery, City Clerk

	 	Rae Carole Armstrong, Mayor






	 	 	 	 	 	 	 
	STATE OF FLORIDA

	 	

	)

)	

	 	ss:
	COUNTY OF BROWARD

	 	 	)	 	 	 






     I hereby certify that on this day, before me, an officer duly authorized in the State and
County aforesaid to take acknowledgements, personally appeared Rae Carole Armstrong and Susan
Slattery, the Mayor and City Clerk of Plantation, known to be the persons described and who
executed the foregoing instrument and acknowledged before me that they executed the same for the
purposes therein expressed.



     WITNESS my hand and official seal in the County and State last aforesaid this 19th day of
September, 2005.



	 	 	 	 	 
	 	 	 
	 	                                                          Sign: /s/ Jeanne M. Ingino
 	 
	 	Print: Jeanne M. Ingino 	 
	 	My Commission Expires: February 7, 2009 	 
	 




3









 






EXHIBIT D




Primary Parking and

Overflow Parking










 









 








EXHIBIT “B” 




SUBLEASE PREMISES




 









 








EXHIBIT B




SUBLEASE PREMISES









 









 








EXHIBIT “C” 




FF&E INVENTORY LIST













 









 







	 	 	 	 	 
	GAS599.SIF

	 	CUSTOMERS
	 	5-18-1999
	AMO— GENERAL ACCOUNTS SERVICE — REV. 5-18-99	 	10:14:26






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	#	 	Mfg	 	Qty	 	Part#	 	Description /Options	 	Unit	 	Extended
	 
	1

	 	HAE
	 	 	5	 	 	SPCL-0070
	 	SPECIAL WORK SURFACE 108" X 30" 	 	 	228.00	 	 	 	1368.00	 
	2

	 	HAE
	 	 	26	 	 	SPCL-0155
	 	SPECIAL WORK SURFACE 62" X 30"
	 	 	179.70	 	 	 	4672.20	 
	3

	 	HAE 9-2X2-6
	 	 	6	 	 	SPCL-8028
	 	SPECIAL WORK SURFACE
110" X 30"
	 	 	203.70	 	 	 	1222.20	 
	4

	 	HAF
	 	 	2	 	 	HTR-0030
	 	ROUND TABLE 30"
	 	 	116.10	 	 	 	232.20	 
	5

	 	HAF
	 	 	1	 	 	HTR-0042
	 	ROUND TABLE 42"
	 	 	144.90	 	 	 	144.90	 
	6

	 	HAF
	 	 	4	 	 	HTRG-3060
	 	RECTANGULAR CONFERENCE TABLE 30" X 60"
	 	 	130.20	 	 	 	760.80	 
	7

	 	HAF
	 	 	13	 	 	HTRG-3072
	 	RECTANGULAR CONFERENCE TABLE 30" X 72"
	 	 	201.80	 	 	 	2620.80	 
	8

	 	HAF
	 	 	8	 	 	HTRG-3872
	 	RECTANGULAR CONFERENCE TABLE 36" X 72"
	 	 	223.20	 	 	 	1785.60	 
	9

	 	HAJ
	 	 	8	 	 	LSET-3
	 	STANDARD LOCK PLUG & KEY LOCK SET (QTY 3)
	 	 	0.00	 	 	 	0.00	 
	10

	 	HAK
	 	 	8	 	 	4TWP-2
	 	TACTICS, POWER SPHERE FOR TWO OUTLETS
	 	 	88.20	 	 	 	705.60	 
	11

	 	HAN
	 	 	1	 	 	NFBL-2448
	 	BRIDGE — LAMINATE TOP, DESK
HGT 24" X 48"
	 	 	238.50	 	 	 	238.50	 
	12

	 	HAN
	 	 	1	 	 	NFDL-2472-1JL
	 	PEDESTAL DESK — LAMINATE TOP
24" X 72"
	 	 	628.05	 	 	 	628.05	 
	13

	 	HAN
	 	 	6	 	 	NFDL-3072-1HL
	 	 PEDESTAL DESK — LAMINATE TOP 30"X72"
	 	 	895.89	 	 	 	4175.34	 
	14

	 	HAN
	 	 	8	 	 	NFDL-3072-1HR
	 	PEDESTAL DESK — LAMINATE TOP
30" X 72"
	 	 	595.89	 	 	 	5567.12	 
	15

	 	HAN
	 	 	7	 	 	NFRL-2448-1JL
	 	RETURN, DESK HEIGHT, LAMINATE 24" X 48"
	 	 	469.58	 	 	 	3287.06	 
	16

	 	HAN
	 	 	6	 	 	NFRL-2448-1JR
	 	 RETURN, DESK HEIGHT, LAMINATE 24" X 48"
	 	 	469.58	 	 	 	2817.48	 
	17

	 	HAN
	 	 	1	 	 	NFUS-3372
	 	VERTICAL STORAGE STEEL DOOR 34" X 72"
	 	 	741.47	 	 	 	741.47	 
	18

	 	HAN
	 	 	1	 	 	NTL-80-T
	 	TASK LIGHT — 80"
	 	 	99.11	 	 	 	99.11	 






J.C, White Quality Office Furniture, Pompano





Page 1









 








	 	 	 	 	 
	GAS599.SIF

	 	CUSTOMERS
	 	5-19-1999
	 
	AMO — GENERAL ACCOUNTS SERVICE — REV. 5-18-99	 	10:14:26






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	#	 	Mfg	 	Qty	 	Part#	 	Description / Options	 	Unit	 	Extended
	 
	19

	 	HAP
	 	 	85	 	 	2371-7701
	 	TOP CAP 180 DEGREE
	 	 	1.50	 	 	 	127.50	 
	20

	 	HAP
	 	 	30	 	 	BFM-1-B
	 	BASE FEED MODULE, HARDWIRE
	 	 	43.50	 	 	 	1305.00	 
	21

	 	HAP
	 	 	28	 	 	BFM-6-B
	 	BASE FEED MODULE CONCEALED
	 	 	45.60	 	 	 	1276.80	 
	22

	 	HAP
	 	 	55	 	 	HFPC-0044
	 	CURVED FABRIC FINISH POST 44"
	 	 	19.80	 	 	 	1089.00	 
	23

	 	HAP
	 	 	8	 	 	HFPC-0064
	 	CURVED FABRIC FINISH POST 64"
	 	 	22.20	 	 	 	177.60	 
	24

	 	HAP
	 	 	28	 	 	HFPS-0044
	 	STRGHT FABRIC FINISH POST 44"
	 	 	17.70	 	 	 	495.60	 
	25

	 	HAP
	 	 	6	 	 	HFPS-0050
	 	STRGHT FABRIC FINISH POST 50"
	 	 	18.90	 	 	 	113.40	 
	26

	 	HAP
	 	 	2	 	 	HFPS-0064
	 	STRGHT FABRIC FINISH POST 64"
	 	 	20.10	 	 	 	40.20	 
	27

	 	HAP
	 	 	18	 	 	HFPS-0082
	 	STRGHT FABRIC FINISH POST 82"
	 	 	22.80	 	 	 	410.40	 
	28

	 	HAP
	 	 	8	 	 	HMN-2464
	 	STRAIGHT PANEL, NON-ACOUSTICAL NO
POWER — 24" X 64"
	 	 	142.80	 	 	 	1142.40	 
	29

	 	HAP
	 	 	280	 	 	HMN-3044
	 	STRAIGHT PANEL, NON-ACOUSTICAL NO
POWER — 30"  X 44"
	 	 	156.90	 	 	 	43932.00	 
	30

	 	HAP
	 	 	8	 	 	HMN-3664
	 	STRAIGHT PANEL, NON-ACOUSTICAL NO
POWER — 36"  X 64"
	 	 	176.70	 	 	 	1413.60	 
	31

	 	HAP
	 	 	8	 	 	HMN-4864
	 	STRAIGHT PANEL, NON-ACOUSTICAL NO
POWER — 48"  X 64"
	 	 	200.10	 	 	 	1500.80	 
	32

	 	HAP
	 	 	29	 	 	HMP-3044
	 	STRAIGHT PANEL, NON-ACOUSTICAL
POWER — 30"  X 44"
	 	 	195.30	 	 	 	5683.70	 
	33
	 	HAP	 	 	4	 	 	HMP-3064	 	STRAIGHT PANEL, NON-ACOUSTlCAL
POWER — 30"  X 64" 	 	 	200.70	 	 	 	802.80	 
	34

	 	HAP
	 	 	4	 	 	HMP-4264
	 	STRAIGHT PANEL, NON-ACOUSTlCAl
POWER — 42"  X 64"
	 	 	229.20	 	 	 	916.80	 






J.C. White Quality Office Furniture, Pompano





Page 2









 







	 	 	 	 	 
	GAS599.SIF

	 	CUSTOMERS
	 	5-19-1999
	AMO — GENERAL
ACCOUNTS SERVICE — REV. 5-18-99	 	10:14:26






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	#	 	Mfg	 	Qty	 	Part #	 	Description / Options	 	Unit	 	 	Extended	 
	 
	35

	 	HAP
	 	 	135	 	 	HMP-5450
	 	STRAIGHT PANEL NON-ACOUSTICAL POWER
- 54" X 50"
	 	 	249.90	 	 	 	33736.50	 
	 
	36

	 	HAP
	 	 	8	 	 	HTL-0036-T
	 	TASK LIGHT 36"
	 	56.10	 	 	 	446. 80	 
	 
	37

	 	HAP
	 	 	1	 	 	HWSP-3029-L
	 	WORK SURFACE SUPPORT PANEL 30"
	 	 	91. 80	 	 	 	91. 80	 
	 
	38

	 	HAP
	 	 	1	 	 	HWSP-3029-R
	 	WORK SURFACE SUPPORT PANEL 30"
	 	 	91.80	 	 	 	91.80	 
	 
	39

	 	HAP
	 	 	105	 	 	PCSS-3-B
	 	STRAIGHT SPAN POWER CONNECTOR
	 	 	22.50	 	 	 	2362.50	 
	 
	40

	 	HAP
	 	 	35	 	 	PRD-3-B
	 	DUPLEX RECEPTACLES (BOX OF 6)
	 	 	31.20	 	 	 	1092.00	 
	 
	41

	 	HAP
	 	 	48	 	 	PRDI-5-B
	 	POWER RECEPTACLE — IGR DUPLEX
(BOX OF 6)
	 	 	33.00	 	 	 	1584.00	 
	 
	42

	 	HAP
	 	 	4	 	 	WC-6
	 	WIRE CHANNEL 72"
	 	4.80	 	 	 	19.20	 
	 
	43

	 	HAP
	 	 	8	 	 	WS-4224
	 	REGULAR WORK SURFACE 42" X 24"
	 	 	87.30	 	 	 	898.40	 
	 
	44

	 	HAP
	 	 	6	 	 	WS-630
	 	REGULAR WORK SURFACE 72" X 30"
	 	 	154.80	 	 	 	1238.40	 
	 
	45

	 	HAP
	 	 	1	 	 	WST-530
	 	REGULAR WORK
SURFACE      TOP ONLY — 60" X 30"
	 	 	100.50	 	 	 	100.50	 
	 
	46

	 	HAP
	 	 	243	 	 	WST-5430
	 	REGULAR WORK SURFACE      TOP ONLY — 54" X 30"
	 	 	92.10	 	 	 	22380.30	 
	 
	47

	 	HAS
	 	 	42	 	 	1200-2100
	 	COMFORTO SYS 12 STACK CHAIR,
	 	 	63.00	 	 	 	2646.00	 
	 
	48

	 	HAS
	 	 	8	 	 	M211-1141
	 	MB SYNC, PNEU/BK-LCK" POLY SHELL MOLDED ARMS, HARD
CASTERS
	 	 	267.12	 	 	 	2136.96	 
	 
	49

	 	HAS
	 	 	87	 	 	M600-2110
	 	4-LEG. STACKER,ARMS,POLY OUTER
	 	 	120.12	 	 	 	10450.44	 
	 
	50

	 	HAS
	 	 	2	 	 	MTR1-20-2
	 	ROUND OCCASIONAL TABLE,
20", LAMINATE,PVC
	 	 	140.70	 	 	 	281.40	 
	 
	51

	 	HAW
	 	 	8	 	 	FDRF-42
	 	REG. FLIPPER DOOR — FABRIC
42"
	 	 	92.10	 	 	 	736.80	 
	 
	52

	 	HAW
	 	 	8	 	 	SRS-42
	 	REGULAR SHELF 42"
	 	 	44.40	 	 	 	355.20	 
	 





	 	 	 
	Quality Office Furniture, Pompano

	 	Page 3







 









 








	 	 	 	 	 
	GAS599.SIF

	 	CUSTOMERS
	 	5-19-1999
	AMO — GENERAL
ACCOUNTS SERVICE — REV. 5-18-99	 	10:14:26






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	#	 	Mfg	 	Qty	 	 	Part #	 	 	Description / Options	 	Unit	 	 	Extended
	 
	53

	 	HON
	 	 	267	 	 	 	26723H	 	 	FREESTANDING BOX/BOX/FILE PEDESTAL
	 	 	117.00	 	 	 	33579.00	 
	 
	54

	 	HON
	 	 	5	 	 	 	518372	 	 	72"W X 19"D RADIUS EDGE FILE TOP
	 	 	136.00	 	 	 	680.00	 
	 
	55

	 	HON
	 	 	250	 	 	 	6601	 	 	TASK CHAIR WITH SWIVEL ONLY — BACK HEIGHT
ADJUST, PNEUMATI
	 	 	130.00	 	 	 	37570.00	 
	 
	56

	 	HON
	 	 	10	 	 	 	882L	 	 	36"W 2 DRAWER LATERAL FILE
	 	 	255.60	 	 	 	2556.00	 
	 
	57

	 	HON
	 	 	14	 	 	 	885L	 	 	5 HI LATERAL FILE- 36"
	 	 	466.50	 	 	 	6531.00	 
	 





	 	 	 
	 

	 	Totals
	 

	 	Customer $ 252,941.03
  
 

[plus applicable sales tax]






	 	 	 
	Quality Office Furniture, Pompano

	 	Page 4







 









 








EXHIBIT “D”




[LANDLORD CONSENT]




CONSENT TO SUBLEASE




     THIS CONSENT TO SUBLEASE (“Consent Agreement”) dated as of August, 2005, is made with
reference to that certain sublease (the “Sublease”) dated
August 19, 2005, by and between ASSET
MANAGEMENT OUTSOURCING, INC., a Delaware corporation (“Tenant”) and UNITED STATES PHARMACEUTICAL
GROUP, LLC, a Delaware limited liability company (“Sublessee”), and is entered into between the
foregoing parties and GEHR DEVELOPMENT FLORIDA LLC, a Delaware limited liability company
(“Landlord”), having an address at: c/o Terranova Corporation, 800 Arthur Godfrey Road, Suite 600,
Miami Beach, Florida 33140, with reference to the following facts:



     A. Landlord and Tenant are the parties to that certain master lease (the “Master
Lease”) dated as
of January 16,1999, as amended by that certain First Amendment to Lease Agreement dated August
18, 1999,
respecting certain premises (“Premises”) known as Bay #21A/25/A/B in Plantation Shopping
Center (“Shopping
Center”).



     B. Tenant and Sublessee wish to enter into the Sublease respecting the Premises described
therein (the “Sublease Premises”).



     C. The Master Lease provides that Tenant may not enter into any sublease without Landlord’s
prior written approval.



     D. Tenant and Sublessee have herewith presented the fully-executed Sublease to Landlord for
Landlord’s approval, and Landlord is willing to approve the same, upon all of the terms and
conditions
hereinafter appearing.



     NOW, THEREFORE, for good and valuable consideration, the parties hereto agree as follows:



     1. Landlord hereby consent to the execution of the Sublease by Tenant and Sublessee. Neither
the Master Lease, the Sublease nor this Consent shall be deemed to grant Sublessee any rights
whatsoever
against Landlord. Sublessee hereby acknowledges and agrees that its sole remedy for any
alleged or actual
breach of its rights in connection with the Sublease Premises (as defined in the Sublease)
shall be solely against
Tenant (who shall have the rights and remedies set forth in the Master Lease).



     2. This Consent shall not release Tenant from any existing or future duty, obligation or
liability
to Landlord pursuant to the Master Lease, nor shall this Consent change, modify or amend the
Master Lease in
any manner. This consent shall not be deemed Landlord’s consent to any further subleases.



     3. (a) In the event of Master Lease Termination (as hereinafter defined) prior to the
termination of the Sublease, Sublessee agrees to attorn to Landlord and to recognize Landlord
as Sublessee’s
landlord under the Sublease, upon the terms and conditions and at the rental rate specified in
the Sublease, and
for the then remaining term of the Sublease, except that Landlord shall not be bound by any
provision of the
Sublease which in any way increases Landlord’s duties, obligations or liabilities to Sublessee
beyond those owed
to Tenant under the Master Lease. Sublessee agrees to execute and deliver at any time and from
time to time,
upon request of Landlord, any instruments which may be necessary or appropriate to evidence
such attornment.
Landlord shall not (i) be liable to Sublessee for any act, omission or breach of the Sublease
by Tenant, (ii) be
subject to any offsets or defenses which Sublessee might have against Tenant, (iii) be bound
by any rent or
additional rent which Sublessee might have paid in advance to Tenant by more than one (1)
month, or (iv) be
bound to honor any rights of Sublessee in any security deposit made with Tenant except to the
extent Tenant has
turned over such security deposit to Landlord. Tenant hereby agrees that in the event of
Master Lease
Termination, Tenant shall immediately pay or transfer to Landlord any security deposit, rent
or other sums then
held by Tenant. In the event of Master Lease Termination prior to the termination of the
Sublease, Landlord
agrees to recognize Sublessee as Landlord’s direct tenant under the Sublease, upon the terms
and conditions and
at the rental rate specified in the Sublease, and for the then remaining term of the Sublease.



          (b) “Master Lease Termination” means any event, which by voluntary or involuntary act
or by operation of law, might cause or permit the Master Lease to be terminated, expired, be
cancelled, be
foreclosed against, or otherwise come to an end, including but not limited to (1) a default by
Tenant under the
Master Lease of any of the terms or provisions thereof; (2) foreclosure proceedings brought by
the holder of any
mortgage or trust deed to which the Master Lease is subject; or (3) the termination of
Tenant’s leasehold estate
by dispossession proceeding or otherwise.




 









 








liability of Landlord to Sublessee for any default by landlord under this Consent or the Sublease
after such attornment, or arising in connection with Landlord’s operation, management, leasing,
repair, renovation, alteration, or any other matter relating to the Building or the Sublease
Premises, shall be limited to the interest of the Landlord in the Building (and proceeds thereof).
Under no circumstances shall any present or future general partner of Landlord (if Landlord is a
partnership) have any liability for the performance of Landlord’s obligations under this Consent
or the Sublease.



     4. In addition to Landlord’s rights under Section 3 hereof, in the event Tenant is in default
under
any of the terms and provisions of the Master Lease, Landlord may elect to receive directly
from Sublessee all
sums due or payable to Tenant by Sublessee pursuant to the Sublease, and upon receipt of
Landlord’s notice,
Sublessee shall thereafter pay to Landlord any and all sums becoming due or payable under the
Sublease and
Tenant shall receive from Landlord a corresponding credit for such sums against any payments
then due or
thereafter becoming due from Tenant. Neither the service of such written notice nor the
receipt of such direct
payments shall cause Landlord to assume any of Tenant’s duties, obligations and/or liabilities
under the
Sublease, nor shall such event impose upon Landlord the duty or obligation to honor the
Sublease, nor
subsequently to accept Sublessee’s attornment pursuant to Section 3 (a) hereof.



     5. Sublessee hereby acknowledges that it has read and has knowledge of all of the terms,
provisions, rules and regulations of the Master Lease and agrees not to do or omit to do
anything which would
cause Tenant to be in breach of the Master Lease. Any such act or omission shall also
constitute a breach of this
Consent Agreement and shall entitle Landlord to recover any damage, loss, cost or expense
which it thereby
suffers, from Sublessee, whether or not Landlord proceeds against Tenant.



     6. In the event of any litigation between the parties hereto with respect to the subject
matter
hereof, the unsuccessful party agrees to pay the successful party all costs, expenses and
reasonable attorney’s
fees incurred therein by the successful party, which shall be included as a part of the
judgment therein rendered.



     7. This Consent Agreement shall be binding upon and inure to the benefit of the parties’
respective successors and assigns, subject to all agreements and restrictions contained in the
Master Lease, the
Sublease and herein with respect to subleasing, assignment, or other transfer. The agreements
contained herein
constitute the entire understanding between the parties with respect to the subject matter
hereof, and supersede
all prior agreements, written or oral, inconsistent herewith. No amendment, modification or
change therein will
be effective unless Landlord shall have given its prior written consent thereto. This Consent
Agreement may be
amended only in writing, signed by all parties hereto. The parties acknowledge that under the
terms of the
Sublease, Tenant shall not amend, modify, or terminate the Master Lease without the prior
written consent of
the Sublessee.



     8. Notices required or desired to be given hereunder shall be effective either upon personal
delivery or three (3) days after deposit in the United States mail, by certified mail, return
receipt requested,
addressed to the Landlord at the address set forth above, or to Tenant or Sublessee at the
address of the
Premises or of the Sublease Premises, respectively. Any party may change its address for
notice by giving
notice in the manner hereinabove provided.



     9. As a condition to the effectiveness of Landlord’s consent to the Sublease, Tenant agrees to
pay
Landlord concurrently with Tenant’s delivery of an executed counterpart hereof, Two Hundred
and Fifty Dollars
($250.00) in reimbursement of Landlord’s reasonable attorneys’ fees and administrative
expenses incurred in
connection with this Consent Agreement, as additional rent. Landlord’s acceptance of such fee
shall impose no
duty on Landlord to approve to execute the Sublease. Tenant shall also promptly pay Landlord
any share of
bonus rents, or other items required under the Master Lease in connection with subleases.



     10. Notwithstanding anything to the contrary set forth herein or elsewhere, if the Master
Lease
was guaranteed at the time of execution or at any time prior hereto by any guarantor, then
Landlord may at any
time hereafter declare all of its agreements in this Consent Agreement to be null and void and
of no force and
effect unless and until Landlord receives a counterpart of this Consent Agreement indicating
approval thereof by
any and all such guarantor(s), and their spouses (if any).



     11. Tenant and Sublessee agree to indemnify and hold Landlord harmless from and against any
loss, cost, expense, damage or liability, including reasonable attorneys’ fees, incurred as a
result of a claim by
any person or entity (i) that it is entitled to a commission, finder’s fee or like payment in
connection with the
Sublease or (ii) relating to or arising out of the Sublease or any related agreements or
dealings.



     12. Tenant agrees to hold any and all payments due under the Sublease as a trust fund to be
applied first to the satisfaction of all of Tenant’s obligations under the Master Lease and
hereunder before using
any part thereof for any other purpose.



 









 





          IN WITNESS WHEREOF, the following parties have executed this Consent to Sublease as of the
date first above written.




	 	 	 	 	 	 	 
	WITNESSES:	 	TENANT:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	ASSET MANAGEMENT OUTSOURCING,
INC., a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	/s/
Nancy E. Cooper 

	 
Print Name:               Nancy E. Cooper	 	 	 	 
	 	 	 
	 	 	 	 
	 
	 	 	 	By:
/s/ Scott J. Tsanos
	 	 
	/s/
Lenita B. Coker 

Print Name:               Lenita B. Coker	 	
Name Typed: Scott J. Tsanos

Title: Vice-President — CFO	 	 
	 	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	          SUBLESSEE:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	UNITED STATES PHARMACEUTICAL

GROUP, LLC, a Delaware limited liability

company	 	 
	 
	 	 	 	 	 	 
	/s/
Ivette Furtado 

Print Name:               Ivette Furtado	 	 	 	 
	 	 	 
	 	 	 	 
	 
	 	 	 	By:
/s/ Tim Fairbanks
	 	 
	/s/
Chris Drew 

Print Name:                Chris Drew	 	
Name Typed: Tim Fairbanks

Title: CFO	 	 
	 	 	 
	 		 	 






SIGNATURES CONTINUED ON NEXT PAGE





 









 








	 	 	 	 	 	 	 	 	 
	WITNESSES:	 	LANDLORD:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	GEHR DEVELOPMENT FLORIDA LLC, a
	 	 	 	 	Delaware limited liability company
	 
	 	 	 	 	 	 	 	 
	/s/
Debbie L. Garnett 

Print Name:   Debbie L. Garnett	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
/s/ Norbert Gehr
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/
Joann R. Soman 

Print Name:   Joann R. Soman	 	Print
Name:   Norbert Gehr

Title: President