Exhibit 10.28


 


 


LAKESIDE PLAZA


 


OFFICE LEASE AGREEMENT


 




	
  LESSOR:

  	
   

  	
  UNUM
  Life Insurance Company of America

  
	
   

  	
   

  	
   

  
	
  LESSEE:

  	
   

  	
  Information
  Services Extended, Inc.

  
	
   

  	
   

  	
   

  
	
  DATE:

  	
   

  	
  July
  19, 2001

  	
   

  






 












 


LEASE INDEX


 


 


	
  Section 1.

  	
   

  	
  Basic Data

  	
  1

  
	
  Section 2.

  	
   

  	
  Premises

  	
  2

  
	
  Section 3.

  	
   

  	
  Term

  	
  2

  
	
  Section 4.

  	
   

  	
  Prepaid Rent

  	
  2

  
	
  Section 5.

  	
   

  	
  Permitted Use

  	
  2

  
	
  Section 6.

  	
   

  	
  Lessee’s Covenants as
  to Use and Occupancy

  	
  2

  
	
  Section 7.

  	
   

  	
  Microwave Transmission

  	
  3

  
	
  Section 8.

  	
   

  	
  Requirements of Law

  	
  3

  
	
  Section 9.

  	
   

  	
  Fixed Annual Rent

  	
  4

  
	
  Section 10.

  	
   

  	
  Sales and Use Tax

  	
  4

  
	
  Section 11.

  	
   

  	
  Real Estate Taxes and
  Assessments

  	
  4

  
	
  Section 12.

  	
   

  	
  Lessee to Bear
  Proportionate Share of Common Costs

  	
  5

  
	
  Section 13.

  	
   

  	
  Use of Building Common
  Areas

  	
  6

  
	
  Section 14.

  	
   

  	
  License to Use Common
  Areas

  	
  6

  
	
  Section 15.

  	
   

  	
  Name of Building

  	
  6

  
	
  Section 16.

  	
   

  	
  Construction of
  Premises

  	
  6

  
	
  Section 17.

  	
   

  	
  Condition of Premises

  	
  7

  
	
  Section 18.

  	
   

  	
  Alterations

  	
  7

  
	
  Section 19.

  	
   

  	
  Liens

  	
  7

  
	
  Section 20.

  	
   

  	
  Changes to Building and
  Building Common Areas

  	
  8

  
	
  Section 21.

  	
   

  	
  Repairs

  	
  8

  
	
  Section 22.

  	
   

  	
  Eminent Domain

  	
  8

  
	
  Section 23.

  	
   

  	
  Damage and Destruction

  	
  9

  
	
  Section 24.

  	
   

  	
  Quiet Enjoyment

  	
  9

  
	
  Section 25.

  	
   

  	
  Right of Entry

  	
  9

  
	
  Section 26.

  	
   

  	
  Services and Utilities

  	
  10

  
	
  Section 27.

  	
   

  	
  Excuse of Lessor’s
  Performance

  	
  10

  
	
  Section 28.

  	
   

  	
  Assignment or Subletting

  	
  10

  
	
  Section 29.

  	
   

  	
  Lessee’s Default

  	
  11

  
	
  Section 30.

  	
   

  	
  Lessor’s Default

  	
  11

  
	
  Section 31.

  	
   

  	
  Legal Expenses

  	
  12

  
	
  Section 32.

  	
   

  	
  Insurance

  	
  12

  
	
  Section 33.

  	
   

  	
  Indemnification of
  Lessor

  	
  13

  
	
  Section 34.

  	
   

  	
  Indemnification of
  Lessee

  	
  13

  
	
  Section 35.

  	
   

  	
  Loss and Damage

  	
  13

  
	
  Section 36.

  	
   

  	
  End of Term

  	
  14

  
	
  Section 37.

  	
   

  	
  Signs

  	
  14

  
	
  Section 38.

  	
   

  	
  Notices

  	
  14

  
	
  Section 39.

  	
   

  	
  Security Deposit

  	
  14

  
	
  Section 40.

  	
   

  	
  Non-Waiver

  	
  14

  
	
  Section 41.

  	
   

  	
  Subordination
  andAttornment

  	
  14

  
	
  Section 42.

  	
   

  	
  Estoppel Certificates

  	
  15

  
	
  Section 43.

  	
   

  	
  Relocation and Removal
  of Lessee

  	
  15

  
	
  Section 44.

  	
   

  	
  Rules and Regulations

  	
  15

  
	
  Section 45.

  	
   

  	
  Broker

  	
  15

  
	
  Section 46.

  	
   

  	
  No Recording

  	
  15

  
	
  Section 47.

  	
   

  	
  Parking

  	
  15

  
	
  Section 48.

  	
   

  	
  Construction of
  Language

  	
  15

  
	
  Section 49.

  	
   

  	
  Lessor’s Consent

  	
  15

  
	
  Section 50.

  	
   

  	
  Liability of Lessor

  	
  15

  
	
  Section 51.

  	
   

  	
  Time of Essence

  	
  16

  
	
  Section 52.

  	
   

  	
  Accord and Satisfaction

  	
  16

  
	
  Section 53.

  	
   

  	
  Entire Agreement

  	
  16

  
	
  Section 54.

  	
   

  	
  Amendment

  	
  16

  
	
  Section 55.

  	
   

  	
  Radon Disclosure

  	
  16

  
	
  Section 56.

  	
   

  	
  Waivers by Lessee

  	
  16

  
	
  Section 57.

  	
   

  	
  Waiver of Jury Trial

  	
  16

  
	
  Section 58.

  	
   

  	
  No lien on personal
  property of Lessee

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE OF EXHIBITS:

  	
   

  
	
  EXHIBIT “A”

  	
   

  	
  SITE PLAN OF PREMISES

  
	
  EXHIBIT “B”

  	
   

  	
  LESSOR’S WORK

  
	
  EXHIBIT “C”

  	
   

  	
  RULES AND REGULATIONS

  
	
  EXHIBIT “D”

  	
   

  	
  RENT ESCALATION
  SCHEDULE

  
	
  EXHIBIT “E”

  	
   

  	
  LESSEE’S WORK

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 












 


STANDARD FORM OF OFFICE LEASE FOR


LAKESIDE PLAZA OFFICE BUILDING


 


THIS LEASE is made as of the 19th day of
July, 2001 between UNUM LIFE INSURANCE COMPANY OF AMERICA, a Maine corporation,
as Lessor, and Information Services Extended, Inc., a Florida corporation, as
Lessee.


 


WITNESSETH:


 


SUMMARY OF LEASE PROVISIONS


 


Section 1. - BASIC DATA. Certain fundamental
provisions of this Lease are presented in this summary formal in this Section
(sometimes hereinafter referred to as the “Summary”) to facilitate convenient
reference by the parties hereto. All references in this Lease to the following
terms shall be accorded the meanings or definitions given in this Section, as
though such meanings or definitions were fully set forth throughout the text
hereof. This Section, together with the terms herein referenced, shall
constitute an integral pan of this Lease.


 


	
  A.

  	
  Lessee’s Trade Name (if
  any):

  	
  N/A

  
	
   

  	
   

  	
   

  
	
  B.

  	
  Original Term:

  	
  Five (5) years

  
	
   

  	
  Anticipated Comm. Date:

  	
  July 1, 2001

  
	
   

  	
  Expiration Date:

  	
  June 30, 2006 (see
  Section 3)

  
	
   

  	
   

  	
   

  
	
  C.

  	
  Lessee’s Suite No:

  	
  Suite 4000 (see Exhibit
  “A”)

  
	
   

  	
   

  	
   

  
	
  D.

  	
  Rentable Square Feet:

  	
  Approximately 19,000,
  re-measurement of actual square footage to be determined after demising of
  premises.

  
	
   

  	
   

  	
   

  
	
  E.

  	
  Initial Fixed Annual
  Rent:

  	
  (see Section 9 and
  Exhibit “D”)

  
	
   

  	
   

  	
   

  
	
  F.

  	
  Proportionate Share of
  Costs:

  	
  15.8% (sec Section 12)

  
	
   

  	
   

  	
   

  
	
  G.

  	
  Security Deposit:

  	
  $80,000.00 (see Section
  37)

  
	
   

  	
   

  	
   

  
	
  H.

  	
  Permitted Use:

  	
  general office
  administration and computer lab (see Section 5)

  
	
   

  	
   

  	
   

  
	
  I.

  	
  Lessor’s Notice
  Address:

  
	
   

  	
  Ms. Shelley Stuart
  Carvel, Assistant Vice President of Mortgages and Real Estate Investments

  
	
   

  	
  UNUM Life Insurance
  Company of America

  
	
   

  	
  2211 Congress
  Street-M284

  
	
   

  	
  Portland, Maine 04122

  
	
   

  	
   

  
	
  J.

  	
  Lessee’s Notice
  Address:

  
	
   

  	
  Attn: Mr. Steve Klein,
  CFO

  
	
   

  	
  Information Services
  Extended, Inc.

  
	
   

  	
  6301 N.W. 5th
  Way, Suite 4000

  
	
   

  	
  Ft. Lauderdale, FL
  33309

  
	
   

  	
   

  
	
   

  	
  With a copy to:

  
	
   

  	
  Attn: Mr. Bruce March,
  Esq.

  
	
   

  	
  Akerman Senterfitt 

  
	
   

  	
  350 E. Las Olas Blvd.,
  Suite 1600

  
	
   

  	
  Fort Lauderdale, FL
  33301

  
	
   

  	
  (see Sec. 36)

  
	
   

  	
   

  
	
  K.

  	
  Broker’s Name and
  Address:

  
	
   

  	
  The Parmenter Company

  
	
   

  	
  2601 South Bayshore
  Drive

  
	
   

  	
  Suite 700

  
	
   

  	
  Miami, Florida 33133

  
	
   

  	
  (see Sec. 43)

  
	
   

  	
   

  
	
  L.

  	
  Reserved Parking:

  	
  None

  
	
   

  	
  Number of Space:

  	
  4 non-exclusive parking
  spaces per 1,000 square feet of leased space.

  
	
   

  	
   

  	
   

  
	
  M.

  	
  Guarantor:

  	
  None 

  
	
   

  	
  Guarantor’s Address:

  	
  N/A

  
	
   

  	
   

  	
   

  
	
  N.

  	
  Prepaid Rent:

  	
  First month’s gross rent ($44,257.65) (see Sec. 4)

  
	
   

  	
   

  	
   

  	
   

  



 












 


STANDARD PROVISIONS OF LEASE


 


Section 2. -
PREMISES. Subject to the rent, terms and conditions herein set forth, Lessor
hereby leases to Lessee and Lessee hereby rents from Lessor certain office
space in that building now existing or hereafter to be constructed and located
at 6301 N.W. 5th Way, Ft. Lauderdale, Florida 33309, and generally known as the
Lakeside Plaza office building (hereinafter called the “Building”), which
office space is known or designated by the Suite number(s) specified in Summary
paragraph C, and located approximately as shown on the site plan of premises
annexed hereto as Exhibit “A” and made a part hereof, having an approximate
area equal to the number of Rentable Square Feet specified in Summary paragraph
D (which space is hereinafter called the “Premises”).


 


Sections 3. - TERM.


 


A.                                              
Lessee shall have and
hold the Premises for a term commencing on the date determined in the manner
provided in Subsection 3B. below and expiring on the date specified in Summary
paragraph B or until such term shall sooner terminate as hereinafter provided


 


B.                                                
The term of this
Lease (and Lessee’s obligation to pay rent and all forms of additional rent due
hereunder for all of the Premises unless otherwise set forth herein) shall,
commence upon the anticipated Commencement Date specified in Summary paragraph
B. The Parties agree, if Lessor or Lessee so requests, thereafter to execute a
written memorandum confirming such Commencement Date as well as the expiration date
of this Lease, which memorandum shall become a part of this Lease. The failure
of the parties to excuse such memorandum shall not affect the validity of the
Commencement Date as fixed by the Lessor.


 


C.                                                
The adjacent space to
the premises located on the fourth floor shall be occupied by the Lessee during
the demising of the premises and construction thereof. The Premises shall be
deemed Substantially Ready For Occupancy on the date that a certificate of occupancy
or equivalent Instrument is issued with respect to the Premises by the County
of Broward, Florida, notwithstanding that minor punchlist or insubstantial
details of construction, decoration or mechanical adjustment remain to be
performed.


 


D.                                               
Lessor shall use best
efforts to complete the buildout of the Premises according to the plans
approved by Lessor within 90 days after the permitting process is complete. If
Lessor shall be unable to complete such buildout within such 90 day period,
because of the retention of possession by any occupant thereof, delay caused by
any alteration or construction work, or for any other reason, other than
Lessee’s negligence, Lessee may terminate this Lease upon written notice to
Lessor. Lessor shall not be subject to any liability for such failure.


 


Section 4. –
PREPAID RENT. On or before the execution of this Lease, Lessee shall pay to
Lessor the Prepaid Rent set forth under Section 1, Paragraph N hereof, which
shall not constitute a security deposit and shall be applied towards the next
rent payment due under this Lease.


 


Section 5. -
PERMITED USE. It is understood that the Premises are to be used solely for the
purposes set forth in Summary paragraph H and for no other purposes. Lessor
represents and warrants to the best of its knowledge at  the execution of this lease to Lessee
that the Premises are in compliance with all laws, codes, regulations and other
governmental requirements, including the Americans with Disabilities Act (the
“ADA”). If any governmental license or permit shall be required far the proper
and lawful conduct of Lessee’s business in the Premises, Lessee shall, at its
expense, duly procure and thereafter maintain such license or permit and shall
at all times comply with the terms and conditions of same. Lessor shall comply
with all presently existing and future laws, codes, regulations and other
governmental requirements, including without limitation the ADA requiring
changes, alterations or  improvements
to the Premises, unless such legal requirement is solely and directly
necessitated by Lessee’s particular manner of use or occupancy of the Premises.


 


The Lessee shall
be open, operational and ready to conduct its business in the Premises on the
Commencement Date.


 


Section 6. - LESSEE’S
COVENANTS AS TO USE AND OCCUPANCY.


 


(A)                                       
Lessee shall carry on
its business on the Premises in a reputable manner and shall not cause, permit
or suffer to be done or exist upon the Premises anything which shall result in
a danger, hazard or bring about a breach of any provision of this Lease or any
applicable Requirement (defined in Section 8 below).


 


(B)                                         
Lessee shall be
prohibited from conducting any use, or making any modification, which would in
any manner (i) violate any certificate of occupancy for the Premises or the
Building, or similar governmental approval, (ii) cause structural injury to all
or any part of the Premises or to any improvements constructed thereon, (iii)
constitute a public or private nuisance; or (iv) violate building and zoning
laws or deed restrictions.


 


(C)                                        
Lessee shall not use
in the Premises any traveling or flashing lights or signs or any loudspeakers,
television, phonographs, radio or other audio-visual or mechanical devices in a
manner so that they can be heard or seen outside the Premises without obtaining
in each case prior written consent of Lessor. If Lessee uses any such equipment
without receiving the prior written consent of Lessor, Lessor shall be entitled
to remove such equipment without notice at any time and at the cost of Lessee
payable as Additional Rent forthwith on demand.


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


2












 


(D)                                         
Lessee shall not burn
any trash or garbage in or about the Premises or anywhere else in the Building,
nor cause, permit or suffer upon the Premises or anywhere else in the Building
any unusual or objectionable noises or odors or anything which may disturb the
enjoyment of the Building and all the Common Areas and facilities thereof by
other tenants, clients, customer and invitees of the Building, or any adjacent
property owners.


 


(E)                                           
Lessee shall not
overload any floor in the Premises, pursuant to engineering specifications, or
local building codes, whichever is more restrictive, or any utility or service,
or commit any act of waste or damage any part of the Premises. Lessor reserves
the right to prescribe the weight limitations and position of all heavy
equipment and similar items, and to prescribe the reinforcing necessary, if
any, which, in the opinion of Lessor, may be required under the circumstances,
such reinforcing to be at Lessee’s expense.


 


(F)                                           
Lessee shall (i) ship
and receive supplies, fixtures, equipment, furnishings, wares and merchandise
only through the appropriate service and delivery facilities provided by Lessor,
(ii) not park its trucks or other delivery vehicles or allow suppliers or
others making deliveries to or receiving shipments from the Premises to park in
the parking areas, except in those parts thereof as may from time to time be
allocated by Lessor for such purpose.


 


(G)                                          
Lessee shall not
cause, permit or suffer any act, occurrence, or series of acts or occurrences
upon the Premises which shall cause the rate of insurance on the Premises
and/or Building, or any part thereof, to be cancelled, result in an increase in
the premiums for coverages of same or preclude the obtaining of such insurance.


 


Section 7. -
MICROWAVE TRANSMISSION. Lessor shall have the absolute right to regulate any
emission or transmission of microwaves, radioactive isotopes or other chemical
or physical process which, in Lessor’s opinion, is or can be detrimental to the
health or physical well-being of other tenants, clients, customers or invitees
of the Building. If the Premises emits or transmits any of the foregoing, then
Lessor shall have the right to deem this as harmful to the Building, in which
event Lessee’s conduct or permissive action shall be a nuisance, and Lessee,
upon written notice from Lessor, shall immediately abate such conduct or
activity, or, within fifteen (15) days of receiving notice from Lessor,
demonstrate that no detrimental conduct exists, to the satisfaction of Lessor.
Lessor shall also have the absolute right to charge rent for the installation
and maintenance of transmission equipment.


 


Section 8. - REQUIREMENTS
OF LAW


 


A.                                              
Lessee shall not do,
and shall not permit persons within Lessee’s control to do, any act or thing in
or upon the Premises or the Building which will invalidate or be in conflict
with the certificate of occupancy for the Premises or the Building or violate
any other zoning ordinances, and rules and regulations of governmental or
quasi-governmental authorities having jurisdiction over the Premises or the
Building (the “Requirements”). Lessee shall, at Lessee’s sole cost and expense,
take all action, including any required Alterations necessary to comply with
all Requirements (including, but not limited to, applicable terms of the
Broward County Building Code and the Americans With Disabilities Act of 1990
(the “ADA”), each as modified and supplemented from time to time) which shall
impose any violation, order or duty upon Lessor or Lessee arising from, or in
connection with Lessee’s use or manner of use of the Premises, or any
installations in the Premises, or required by reason of a breach of any of
Lessee’s covenants or agreements under this Lease, whether or not such
Requirements shall now be in effect or hereafter enacted or issued, and whether
or not any work required shall be ordinary or extraordinary or foreseen or
unforeseen at the date hereof. Notwithstanding the preceding sentence, Lessee
shall not be obligated to perform any Alterations necessary to comply with any
Requirements, unless compliance shall be required by reason of (i) Lessee’s
particular use, manner of use or occupancy on behalf of Lessee of the Premises,
or (ii) any breach of any of Lessee’s covenants or agreements under this Lease,
or (iii) any wrongful act or omission by Lessee or persons within Lessee’s
control.


 


B.                                                
Lessee covenants and
agrees that Lessee shall, at Lessee’s sole cost and expense, comply at all
times with all Requirements governing the use, generation, storage, treatment
and/or disposal of any “Hazardous Materials” (which term shall mean any
biologically or chemically active or other toxic or hazardous wastes,
pollutants or substances, including, without limitation, asbestos, PCBs,
petroleum products and by-products, substances defined or listed as “hazardous
substances” or “toxic substances” or similarly identified in or pursuant to the
Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.
§ 9601 et seq., and as hazardous wastes under the Resource Conservation and
Recovery Act, 42 U.S.C. § 6010, et seq., any chemical substance or mixture
regulated under the Toxic Substance Control Act of 1976, as amended, 15 U.S.C.
§ 2601, et seq., any  “toxic
pollutant” under the Clean Water Act, 33 U.S.C. § 466 et seq., as amended, any
hazardous air pollutant under the Clean Air Act, 42 U.S.C. § 7401 et seq.,
hazardous materials identified in or pursuant to the Hazardous Materials
Transportation Act, 49 U.S.C. § 1802, et seq., and any hazardous or toxic substances
or pollutant regulated under any other Requirements). Lessee shall agree to
execute, from time to time, at Lessor’s request, affidavits, representations
and the like concerning Lessee’s best knowledge and belief regarding the
presence of Hazardous Materials in, on, under or about the Premises, the
Building or the land on which the Building is located. Lessee shall indemnify
and hold harmless Lessor, its officers, agents, successors and assigns
(“Indemnities”) from and against any loss, cost, damage, liability or expense
(including attorneys’ fees and disbursements) arising by reason of any clean
up, removal, remediation, detoxification action or any other activity required
or recommended of any Indemnities by any Governmental Authority by reason of
the presence in or about


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


3












 


the Building or the
Premises of any Hazardous Materials, as a result of or in connection with the
act or omission of Lessee or persons within Lessee’s control or the breach of
this Lease by Lessee or persons within Lessee’s control. Lessor represents and
warrants to the best of its knowledge at the execution of this lease that the
Premises do not presently contain and are free from all Hazardous Materials.
Lessor shall indemnify and hold harmless Lessee, its officers, agents,
successors and assigns from and against any loss, cost, damage, liability or
expense (including attorney’s fees and disbursements) arising from the breach
of the foregoing representation, and/or (a) Hazardous Materials present on, in
or under the Premises as a result of any discharge, dumping or spilling
(accidental or  otherwise) by
Lessor onto the Premises. The foregoing covenants and indemnity shall survive
the expiration or any termination of this Lease.


 


C.                                             
If either Lessee or
Lessor shall receive notice of any violation of, or defaults under, any
Requirements, liens or other encumbrances applicable to the Premises; the party
receiving such notice shall give prompt notice thereof to  the other party hereunder.


 


D.                                             
If any governmental
license or permit shall be required for the proper and lawful conduct of
Lessee’s business and if the failure to secure such license or permit would, in
any way, affect Lessor  or the
Building, then Lessee, at Lessee’s expense, shall promptly procure and
thereafter maintain, submit for inspection by Lessor, and at all times comply
with the terms and conditions of, each such license or permit.


 


Section 9. - FIXED ANNUAL
RENT.


 


A.                                            
Lessee hereby
covenants and agrees to pay to Lessor in lawful United States currency,
together with any and all applicable sales and use taxes levied upon the use
and occupancy of the Premises as set forth in Section 10, the Fixed Annual Rent
specified in Summary paragraph E (as adjusted pursuant to Exhibit D attached
hereto and by this reference made a part hereof) payable in equal monthly
installments in advance, beginning on the Commencement Date and continuing on
the first day of each and every calendar month thereafter during said term. All
forms of rent due under this Lease shall be paid to  Lessor, without demand, setoff or deduction whatsoever
except as otherwise set forth herein at its offices as specified in Summary
paragraph J or at such other place as Lessor shall designate in writing to
Lessee. In the event that the Commencement Date is not the first day of a
month, Lessee shall pay the pro rata portion of the Fixed Annual Rent as well
as all forms of additional rent due hereunder for said month.


 


B.                                               
Lessor shall have the
same rights and remedies with respect to additional rent as with respect to
Fixed Annual Rent. The term “Rent” is hereby defined to mean the Fixed Annual
Rent and any additional rent or other sums payable by Lessee under this Lease.
In the event that any payment due Lessor under this Lease shall not be paid on
the due date, a late charge of five-percent (5%) of the delinquent sum may be
charged by Lessor. If any installment of Rent shall remain overdue for more
than fifteen (15) days, an additional late charge in an amount equal to one and
one-half percent (1 1/2%) per month (18% percent per annum) of the delinquent
amount may be charged by Lessor, such Charge to be computed for the entire
period for which the amount is overdue and which is in addition to and not in
lieu of the five percent (5%) late charge or any other remedy available to
Lessor. In the event that any check, bank draft, order for payment or
negotiable instrument given to Lessor for any payment under this Lease shall be
dishonored for any reason whatsoever not attributable to Lessor, Lessor shall
be entitled to make an administrative charge to Lessee of Twenty-Five and
00/100 ($25.00) Dollars. Lessee recognizes and agrees that the aforesaid
charges represent, at the time this Lease is made, a fair and reasonable
estimate and liquidation of the costs of Lessor in the administration of the
Building resulting from the events described, which costs are not contemplated
or included in any rent or other charges provided to be paid by Lessee to
Lessor in this Lease. Any charges becoming due under this paragraph of this
Lease shall be deemed to be additional rent due hereunder and shall become due
with the next ensuing monthly payment of Fixed Annual Rent.


 


C.                                               
The term “Lease Year”
as used herein shall mean consecutive twelve-month periods commencing on each
January 1 during the term of this Lease. In the event that the term of this
Lease commences on a day other than January 1, the first and last years shall
be partial Lease Years and in such case the first Lease Year shall be deemed to
commence on the Commencement Date and expire on December 31 next following, and
the last Lease Year shall be deemed to commence on the last January 1 occurring
during the term of this Lease and shall expire on the expiration date of this
Lease.


 


Section 10. - SALES AND USE TAX. Lessee hereby
covenants and agrees to pay monthly to Lessor, as additional rent, any sales,
use or other tax, or any imposition in lieu thereof (excluding State and/or
Federal Income Tax) now or hereafter imposed upon the rents, use or occupancy
by the United States of America, the State of Florida, the County of Broward,
or any political subdivision thereof, notwithstanding the fact that such
statute, ordinance or enactment imposing the same may endeavor to impose the
tax on Lessor.


 


Section 11. - REAL ESTATE TAXES AND ASSESSMENTS.
Lessee shall pay as additional rent during the term of this Lease its
Proportionate Share, as provided in Summary paragraph F of this Lease, of all
ad valorem and real property taxes levied or assessed by any lawful authority
against all of the real property which is now or hereafter becomes a part of
the Lakeside Plaza office building, or Building Common Areas, and such other
costs and fees incurred by Lessor in contesting or appealing any such taxes,
assessments, or charges and/or negotiating with any such lawful authority with
respect. In the event any governmental authority having jurisdiction shall levy
any general or special assessment against the real property which is now or
hereafter becomes a part of the Lakeside Plaza office building for public
betterments or improvements, or if the property upon which the Building


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


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or
Building Common Areas are located are subject to assessment by any property
owner’s association, Lessee shall also pay to Lessor as additional rent its
Proportionate Share of such assessments. Lessor shall have the option to take
the benefit of any statute or ordinance permitting any such assessments for  public betterments or improvements to be
paid over a period of time, in which case Lessee shall be obligated to pay only
the said fraction of the installments of any such assessments which shall
become due and payable during the term of this Lease. Lessor shall estimate the
taxes  and assessments referred to
in this Section and Lessee shall pay one-twelfth (1/12) thereof monthly in
advance, together with the payment of Fixed Annual Rent. After the end of each
Lease Year, Lessor shall furnish Lessee a statement of the actual Taxes and
assessments, and there shall be an adjustment between Lessor and Lessee with
payment to or repayment by Lessor, as the case may require, to the end that
Lessor shall receive the entire amount of Lessee’s Proportionate Share for  such annual period. Notwithstanding
contrary provisions, for any  year
in which the Building has not been at least ninety-five (95%)  percent occupied during the entire year,
taxes shall be based upon the amount of taxes which would have been incurred if
ninety-five (95%) percent of the office space in the Building bad been occupied
(and interior construction completed) during such year.


 


Section 12. - LESSEE TO BEAR PROPORTIONATE SHARE OF
COMMON COSTS.


 


A.                                          
In each Lease Year or
partial Lease Year, as defined herein, Lessee will pay to Lessor, in addition
to all other Rent specified herein, and as additional rent, Lessee’s
Proportionate Share of the “Building Operating Costs”, as hereinafter defined.
For the purpose of this Section, the “Building Operating Costs” means the total
cost and expense (as hereinafter defined) incurred in operating, managing, and
maintaining and repairing the Building Common Areas, available for  use by Lessee and the employees, agents,
servants, customers and other invitees of Lessee. The items and charges
comprising Building Operating Costs shall specifically include, without
limitation, gardening and landscaping, the cost of public liability, property
damage and other insurance, repairs, line painting, paving and resurfacing,
lighting, electricity, sewer and water allocable to the Building Common Areas,
sign maintenance, Building advertising, music systems, sanitary control,
removal of trash, rubbish, garbage and other refuse from the leasable areas of
the Building and the Building Common Areas, reasonable operating reserves,
janitorial services for the leasable areas of the Building and the Building
Common Areas, service and maintenance agreements for the leasable areas of the
Building and Building Common Areas, attorneys’ and accountants’ fees, and the
cost of personnel, including management fees up to 5% of the gross income, with
all employment and normal retirement benefits incident thereto, including
without limitation, pension and medical and life insurance benefits, to direct
parking and to police the Building Common Areas, including watchmen and
security personnel, if such personnel are employed. Lessor shall have the right
with regard to any and all management and maintenance obligations of Lessor
under this Lease, to contract with such person(s) or entity or entities for the
performance and accomplishment of such of the obligations as Lessor shall deem
proper, including entities in which Lessor may hold an ownership or other
interest. The following costs and expenses are expressly excluded from Building
Operating Costs:


 


1.                                      
Leasing commissions,
rent concessions to lessees, administrative charges, tenant improvements and
advertising expenses;


 


2.                                      
Expenditures for
capital improvements, except those which under generally accepted accounting
principles are expenses or regarded as deferred expenses and except for capital
expenditures required by law (including the ADA), in either of which cases the
cost thereof shall be included in expenses for the calendar year in which the
costs are incurred and subsequent years, appropriately allocated to such years
on a straight-line basis, to the extent that such items are amortized over an
appropriate period, but not more than ten years, with an interest factor equal
to the prime rate, published from time to time in the Money Section of the Wall
Street Journal but in no event greater than the highest rate of interest
permitted to be charged by law at the time of Lessor’s having incurred said
expenditure;


 


3.                                      
Painting,
redecorating or other work which Lessor performs for any lessee or prospective
lessee of the Building other than painting, redecorating or other work which is
standard for the Building Common Areas;


 


4.                                      
Repairs or other work
(including rebuilding) occasioned by fire, windstorm or other casualty,
condemnation, faulty workmanship, faulty construction or structural or design
defects;


 


5.                                      
Depreciation;


 


6                                         
Principal and
interest payments or other fees pursuant to any mortgages placed upon the
Building by Lessor;


 


7.                                      
Rent payable under
any lease to which this Lease is subject;


 


8.                                      
Costs and Expenses of
enforcing leases against lessees or preparing new leases with existing or new
lessees of the building, including attorneys’ fees; and


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


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9.                                      
Penalties for the
late payment of any Real Estate Taxes, or any cost, fees, fines or penalties,
or interest thereon, incurred due to violations of Lessor or any  Lessee of the Building of any
governmental law, code, rule or regulation.


 


10.                                
Expenses incurred due
to the gross negligence or willful misconduct of Lessor or its  agents, employees or contractors, or due
to the breach of this Lease by Lessor;


 


If Lessor shall purchase any item of capital equipment
or make any capital expenditure designed to result in savings or reductions in
any of the elements of Building Operating Costs, then the costs for such
capital equipment or capital expenditure are to be included within the definition
of “Building Operating Costs” for the Lease Year in which the costs are
incurred and subsequent years, on a straight-line basis, to the extent that
such items are amortized over such period of time as reasonably can be
estimated as the time in which such savings or reductions in Building Operating
Costs are expected to equal Lessor’s costs for such capital equipment or
capital expenditure, with an interest factor equal to the prime rate, published
from time to time in the Money Section of the Wall Street Journal but in no
event greater than the highest rate of interest permitted to be charged by law
at the time of Lessor’s having incurred said costs. If Lessor shall lease any
such item of capital equipment designed to result in savings or reductions in
Building Operating Costs, then the rentals and other costs paid pursuant to
such leasing shall be included in Building Operating Costs for the year in
which they are incurred.


 


B.                                    
Lessee shall be
informed as to Lessee’s Proportionate Share of the Building Operating Costs
which shall be based upon a best estimate thereof, and Lessee shall pay
one-twelfth (1/12) thereof monthly in advance, together with the payment of
Fixed Annual Rent. Within ninety (90) days of the end of each Lease Year,
Lessor shall furnish Lessee, a written detailed, in writing statement of the
actual Building Operating Costs. Lessee shall have fifteen (15) days from
receipt of such statement to review same and to submit to Lessor in writing any
objections of Lessee thereto. If no written objections are received by Lessor
within said fifteen (15) day period, such statement shall be conclusively
deemed to be correct as between the parties, and there shall be an adjustment
with payment by or refund or credit to Lessee, as the case may require, to the
end that Lessee shall bear the entire amount of Lessee’s Proportionate Share
for such period but not in excess thereof. Lessee shall have right upon request
no more than once in any calendar year to inspect Lessor’s Books and Records
and to perform an audit of Lessor’s operation of the Building. In the event
such audit shows an overstatement that exceeds 3% 5% of the sum
previously billed Lessee, Lessor shall also reimburse Lessee for all reasonable
expenses of such audit. Lessee covenants and agrees that Lessee shall remain
liable for and shall pay its Proportionate Building Operating Costs in the
amounts and times as set forth herein, notwithstanding the expiration or
earlier termination of this Lease. Lessee acknowledges that Building Operating
Costs or any item or component of assessment or charge thereunder may be made
or assessed by either Lessor and/or the owner or other entity controlling the
Building Common Areas, and Lessee shall pay such charge to the patty making
such assessment.


 


Section 13. - USE OF BUILDING COMMON AREAS. The use
and occupation by Lessee of the Premises shall include the nonexclusive use, in
common with others entitled thereto, of the Building Common Areas, subject,
however, to the terms and conditions of this Lease and the rules and
regulations for the use thereof as prescribed from time to time by Lessor.
Lessor shall (or shall cause the same to be done) operate manage equip, light,
repair, replace and maintain the Building Common Areas in compliance with all
laws and in a manner that is consistent with the operation and maintenance of a
similar or well maintained office building. As used herein, the term “Building
Common Areas” shall mean the areas, building systems and facilities serving the
Building or utilized in connection therewith, as determined by Lessor, whether
or not located directly on, within or under the Building, which areas and
facilities may include, without limitation, internal malls, sidewalks and
plazas, exhibit areas, storage and mechanical areas, janitor rooms, mailrooms,
telephone areas, elevators, stairways, lobbies, waiting areas, truck and
receiving areas, loading docks, driveways, parking facilities, corridors and
other areas for the nonexclusive
use of lessees, and agents, employees, customers and invitees of Lessees as
such areas now exist or as may hereafter be constructed for the benefit of or
as a part of the Building, and other facilities as may be designated from time
to time by Lessor. All Building Common Areas shall at all times be subject to
the exclusive control and management of Lessor, and Lessor shall have the full
right and authority to employ all personnel and to make all rules and
regulations as Lessor may in its sole discretion deem proper, pertaining to the
proper operation and maintenance of the Building Common Areas.


 


Section 14. -
LICENSE TO USE COMMON AREAS. All Building Common Areas, as constituted from
time to time, which Lessee may be permitted to use and occupy, are to be used
and occupied under a license, revocable upon default after all applicable
notice and/or cure periods by Lessee under this Lease, and if such license be
revoked, or if the amount of such areas be temporarily closed or permanently
diminished, Lessee shall not be entitled to any compensation, damages, or
diminution or abatement of rent, nor shall such revocation or diminution of
such area be deemed a constructive or actual eviction.


 


Section 15. - NAME
OF BUILDING. Lessor may adopt any name for the Building and reserves the right
to change the name and/or address of the Building at any time, in its absolute
and sole discretion.


 


Section 16. -
CONSTRUCTION OF PREMISES.


 


A.                                 
Lessor agrees that it
will supply, at its own expense, its standard office space, as more
particularly described and set forth on Exhibit “B” annexed hereto and made a
part hereof (“Lessor’s Work”).


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


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B.                                    
Lessee agrees to
perform, at  its own cost and
expense, all work other than Lessor’s Work, including without limitation that
work, as particularly described in Exhibit “E” annexed hereto (“Lessee’s
Work”), which is necessary to make the Premises conform with Lessee’s plans as
approved by Lessor. Within thirty (30) days after the execution of this Lease,
Lessee shall furnish to Lessor, for Lessor’s written approval, plans and
specifications for the Lessee’s Work, showing a layout, lighting plan,
fixturing plan, interior finish and  material
samples, and any work or equipment to be done or installed by Lessee affecting
any structural, mechanical or electrical part of the Premises or the Building.
Failure to provide same within said thirty (30) day period shall constitute a
default by Lessee under this Lease. Lessor’s failure to disapprove of Lessee’s
plans within fifteen (15)  days of
receipt shall constitute acceptance by Lessor of such plans. Design elements as
aforesaid will be displayed in color renderings in such detail as may be
sufficient for Lessor’s needs. It is the purpose of this requirement that
Lessee’s Premises be fixtured, designed and laid out so as not to be a
detriment to the other tenants in the Building and that Lessee’s Work shall not
be detrimental to the Building or other tenants therein, and Lessor’s approval
of the plans and specifications as aforesaid for Lessee’s Work shall be at the
Lessor’s sole discretion. Lessee agrees and acknowledges that all Lessee’s
Work, improvements, alterations or additions performed by Lessee (hereinafter
collectively “Alterations”) whether pursuant to this Section or otherwise,
shall be carried out in compliance with all Requirements and is performed and
accomplished solely for the benefit and convenience of Lessee, and not for  the benefit of Lessor, such Alterations
being nevertheless subject to each and every of the provisions of this Lease,.


 


Section 17. – CONDITION OF PREMISES. Except as to
matters set forth elsewhere herein (such as the representations set forth in
Sections 5 and 8), Lessee acknowledges that Lessor has made no representation
or promise as to the condition of the Premises, nor shall Lessor be required to
conduct any Alteration or improvement to the Premises, except as expressly set
forth in Exhibit “B” attached hereto (“Lessor’s Work”). In the event that
Lessor’s Work as provided in Exhibit “B” has been completed, or in the event
that no work is required of Lessor hereunder, Lessee expressly acknowledges
that it has inspected the Premises and is fully familiar with the condition thereof,
and Lessee agrees to accept the Premises in its “as-is” condition.


 


Section 18. – ALTERATIONS.  Lessee shall
make no decorations, additions, improvements or other Alterations in the
Premises costing in excess of  $10,000.00 or structural in nature, without
the prior written consent of Lessor, and then only at its sole cost and expense
and by contractors or mechanics and in such manner and with such materials as
may be approved by Lessor. All decorations, additions, improvements or other
Alterations to the Premises, except movable office furniture, and equipment
installed at the expense of Lessee, shall, unless Lessor elects otherwise in
writing, become the property of Lessor upon the installation thereof, and shall
be surrendered with the Premises at the expiration of this Lease. If requested
by Lessee in writing, Lessor shall designate at the time of its approval of any
request by Lessee for permission to make Alterations, additions or improvements
to the Premises, those items for which Lessor reserves the right to require
Lessee to remove upon the expiration or sooner termination of the term of this
Lease. Any such designation shall be in Lessor’s sole discretion, based upon
its reasonable judgment as to the probable effect of such Alteration, addition or
improvement upon Lessor’s ability to freely re-let the Premises upon the
expiration or sooner termination of the term of this Lease. If required by
Lessor in accordance with the foregoing, any such Alteration, addition or
improvement to the Premises shall be removed at Lessee’s expense upon the
expiration or sooner termination of the term of this Lease and Lessee, at its
expense, shall also repair any damage to the Premises caused by such removal
and restore the Premises to Building standard.


 


Section 19. - LIENS. Nothing contained in this
Lease shall be construed as a consent on the part of Lessor to subject the
estate of Lessor to liability under the Construction Lien Law of the States of
Florida, it being expressly understood that the Lessor’s estate shall not be
subject to such liability. Lessee shall strictly comply with the Construction
Lien Law of the State of Florida as set forth in Chapter 713, Florida Statutes.
Lessee agrees to obtain and deliver to Lessor prior to the commencement of any
work or Alteration or the delivery of any  materials,
written and unconditional waivers of contractors’ liens with respect to the
Premises or the Building for all work, service or materials to be furnished at
the request or for the benefit of Lessee to the Premises. Such waivers shall be
signed by all architects, engineers, designers, contractors, subcontractors,
materialmen and laborers to become involved in such work. Notwithstanding the
foregoing, Lessee at its expense shall cause any  lien filed against the Premises or the Building for work,
services or materials claimed to have been furnished to or for the benefit of  Lessee to be satisfied or transferred to
bond within ten (10) days after Lessee’s having received notice thereof.
In the event that Lessee fails to satisfy or transferred to bond within said
ten (10) day period, Lessor may do so and thereafter charge Lessee as
Additional Rent, all costs incurred by Lessor in connection with the
satisfaction or transfer of such claim, including attorneys fees and an administrative
charge not exceeding fifteen percent (15%) of all sums incurred by Lessor in
the satisfaction or transfer of such claim. Further, Lessee agrees to
indemnify, defend, and save the Lessor harmless from and against any damage to
and loss incurred by Lessor as a result of any such contractor’s claim of lien.
If so requested by Lessor, Lessee shall execute a short form or memorandum of
this Lease, which may, in Lessor’s sole discretion be recorded in the Public
Records of Broward County for the purpose of
protecting Lessor’s estate from contractors’ Claims of Lien, as
provided in Chapter 713.10, Florida Statutes. In the event such short form or
memorandum of this Lease is executed, Lessee shall  simultaneously
execute and deliver to Lessor an instrument in recordable form terminating
Lessee’s interest in the real property upon which the Premises are located,
which instrument may be recorded by Lessor at the expiration or earlier
termination of the term of this Lease. The security deposit paid by Lessee may
be used by Lessor for the satisfaction or transfer of any Contractor’s Claim of
Lien, as provided in this Section. This Section shall survive the
termination of this Lease.


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


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Section 20. - CHANGES TO BUILDING AND BUILDING
COMMON AREAS. Lessor hereby reserves the right, at any time, to perform
maintenance operations and to make repairs, Alterations, additions or
reductions to, and to build additional stories on, the Building and the
Building Common Areas and to construct buildings adjoining the same providing
same does not materially interfere with Lessee’s use and occupancy of the
Premises or materially alter or change the dimensions, quality or  impede access to or from the Premises..
Lessor also reserves the right to construct other buildings or improvements,
including, but not limited to, structures for motor vehicle parking. Lessee
agrees to cooperate with Lessor, permitting Lessor to accomplish any such
maintenance, repairs, alterations, additions or construction.


 


Section 21. - REPAIRS.


 


A.                                  
Lessor shall maintain
in good and operational condition the foundation load bearing walls and all
structural portions of the Building. Lessor shall also maintain and repair as
necessary the roof, roof membrane and exterior walls of the Building. All
repair obligations of Lessor hereunder shall be deemed a component of Building
Operating Costs (see Section 26. D)


 


B.                                    
Lessee shall not
suffer any damage, waste or deterioration to occur to the Premises and shall
maintain the Premises and the fixtures and appurtenances therein in good and
sightly condition, and shall make all repairs necessary to keep them in good
working order and condition, including structural repairs when those are
necessitated by the act, omission or negligence of Lessee or its agents,
employees or invitees. If Lessee fails to make such repairs promptly, Lessor
may, at its option, and after notice to Lessee, make such repairs, and Lessee
shall pay the cost thereof to Lessor on demand as additional rent. The exterior
walls of the Building, the windows and the portions of all window sills outside
same are not part of the Premises and Lessor hereby reserves all rights to such
parts of the Building.


 


Section 22. - EMINENT DOMAIN.


 


A.                                  
If the whole of the
Premises shall be acquired or condemned by eminent domain for any public or
quasi-public use or purpose, then the term of this Lease shall cease and
terminate as of the date of title vesting in the condemning governmental body
or other authority pursuant to such proceeding (the “Taking Date”) and all
rentals and other charges shall be paid up to that date and Lessee shall have
no claim against Lessor for the value of any unexpired term of this Lease.


 


B.                                    
If less than the
whole but more than twenty-five percent (25%) of the Premises, or more than
fifty percent (50%) component of the Building, or more than fifty percent (50%)
of the Total Rentable Area of the office component of the Building shall be
taken under eminent domain, or sold to public authority under threat or in lieu
of such a taking, Lessee shall have the right upon notice to Lessor within ten
(10) days after the Taking Date either to terminate this Lease as of the
Taking Date, or, subject to Lessor’s right of termination as set forth in
Subsection 22D below, to continue in possession of the remainder of the
Premises. In the event Lessee elects to remain in possession, all of the terms
of this Lease shall continue in effect, except that as of the Taking Date,
Initial Rent and other charges payable by Lessee shall be reduced in proportion
to the floor area of the Premises taken. Lessor shall, at its cost, but only to
the extent of net proceeds of condemnation received by Lessor, make all
necessary repairs or alterations within the scope of Lessor’s Work and Lessor’s
duties under Section 16A hereof, so as to constitute the remaining
Premises a complete architectural unit, and Lessee, at Lessee’s cost, shall be
obligated to perform all of Lessee’s Work and Lessee’s duties under
Section 16B and otherwise restore the Premises and Lessee’s Trade
Fixtures.


 


C.                                    
If twenty-five
percent (25%) or less of the Premises shall be so taken, the Term shall cease
only as to the part so taken as of the Taking Date, and Lessee shall pay rent
and other charges up to the Taking Date, with appropriate credit by Lessor
(toward the next installment of Rent due Lessor) of any Rent or charges paid
for a period subsequent to the Taking Date. Rent and other charges payable to
Lessor shall be reduced in proportion to the amount of the Premises taken.
Lessor shall, at its expense, but only to the extent of net proceeds of
condemnation received by Lessor, make all necessary repairs or alterations
within the scope of Lessor’s Work so as to constitute the remaining Premises a
complete architectural unit, and Lessee, at Lessee’s expense, shall be
obligated to perform all of Lessee’s Work and otherwise restore the Premises
and Lessee’s trade fixtures.


 


D.                                   
If more than twenty
percent (20%) of (i) the area of that portion of Common Areas serving the
office component of the Building, (ii) the Total Rentable Area of the
office component of the Building, or (iii) the Premises shall be taken
under power of eminent domain, or sold to public authority under the threat or
in lieu of such a taking, Lessor may, by notice to Lessee delivered on or before
the thirtieth (30th) day following the Taking Date, terminate this lease as of
the Taking Date. Rent and other charges shall be paid up to the Taking Date,
with an appropriate refund by Lessor of any Rent paid for a period subsequent
thereto.


 


E.                                     
In the event of any
condemnation or taking as hereinbefore provided, whether whole or partial,
Lessee shall not be entitled to any part of the award, as damages or otherwise,
for such condemnation and Lessor is to receive the full amount of such award.
Lessee hereby expressly waives any right or claim to any part thereof. Although
all damages in the event of any condemnation are to belong to Lessor whether
such damages are awarded as compensation for diminution in value of the leasehold
or the fee of the Premises, Lessee shall have the right to claim and recover
from the condemning authority, but not from Lessor, such compensation as may be
separately awarded or recoverable by Lessee in Lessee’s own right on account of
any damage to Lessee’s business by reason of


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


8












 


the
condemnation and for or on account of any cost or loss to which Lessee might be
put in removing Lessee’s merchandise, furniture, fixtures, leasehold
improvements and equipment from the Premises. A sale by Lessor to any authority
having the power of eminent domain, either under threat of condemnation or
while condemnation proceedings are pending, shall be deemed a taking under the
power of eminent domain for all purposes under this Section.


 


Section 23. - DAMAGE AND DESTRUCTION.


 


A.                                  
If the Premises shall
be damaged by fire, the elements, unavoidable accident or other casualty,
without the fault of Lessee, but are not thereby rendered untenantable in whole
or in part, Lessor shall at its own expense cause such damage, except to
Lessee’s equipment and trade fixtures, to be repaired, but only to the extent
of Lessor’s original obligation to construct pursuant hereto, and the Fixed
Annual Rent and additional rent payable by Lessee hereunder shall not be
abated. If by reason of such occurrence, the Premises shall be rendered
untenantable only in part, Lessor shall at its own expense cause the damage,
except to Lessee’s equipment and trade fixtures, to be repaired, to a value not
less than its value just prior to said casualty and the Fixed Annual Rent
meanwhile shall be abated proportionately as to the portion of the Premises
rendered untenantable, until the Premises has been restored to the extent
required to be restored by Lessor as required hereby. If the Premises shall be
rendered wholly untenantable by reason of such occurrence, Lessor shall at its
own expense cause such damage, except to Lessee’s equipment and trade fixtures,
to be repaired, to a value not less than its value just prior to said casualty
and the Fixed Annual Rent meanwhile shall be abated in whole, until the
Premises has been restored to the extent required to  be restored by  Lessor
as required hereby, except that Lessor shall have the right, to be exercised by
notice in writing delivered to Lessee within ninety (90) days after said
occurrence, to elect not to reconstruct the destroyed Premises, and in such
event this Lease and the tenancy hereby created shall cease as of the date of
the said occurrence. Nothing in this Section shall be construed to permit
the abatement in whole or in part of additional rent, including without
limitation charges for Building Operating Costs and real estate taxes
attributable to any period during which the Premises shall be in untenantable
condition, nor shall there be  any
abatement in additional rent nor the Fixed Annual Rent if such damage is caused
by an act or omission of Lessee.


 


B.                                    
In the event that
twenty (20%) percent or more of the Rentable Square Feet of the Building shall
be damaged or destroyed by fire or other cause, notwithstanding any other
provisions contained herein and that the Premises may be unaffected by such
fire or other cause, Lessor or Lessee shall have the right, to be exercised by
notice in writing delivered to Lessee within sixty (60) days after said
occurrence, to elect to cancel and terminate this Lease.  Upon the giving
of such notice to Lessee, the term of this Lease shall expire by lapse of time
upon the third day after such notice is given, and Lessee shall vacate the
Premises and surrender the same to Lessor.


 


C.                                    
If the Premises are
destroyed or damaged during the last eighteen (18) months of the term of this
Lease and the estimated cost of repair exceeds ten percent (10%) of the Fixed
Annual Rent then remaining to be paid by Lessee for the balance of the term,
Lessor or Lessee may at its option cancel and terminate this Lease as of the
date of occurrence of such damage by giving written notice to Lessee of its
election to do so within thirty (30) days after the date of occurrence of such
damage. If the parties shall not so elect to terminate this Lease, the repair
of such damage shall be governed by other provisions of this Section.


 


D.                                   
In the event of any
reconstruction of the Premises under this Section, Lessor’s obligation with
regard to said reconstruction shall be only to the extent of Restoring the
Premises to a value not less than its value just prior to said casualty. Lessee
shall additionally be responsible for the replacement of its stock in trade,
trade fixtures, furniture, furnishings and equipment. Lessor shall commence any
reconstruction or restoration of the Building and/or Premises promptly. If
Lessor fails to commence reconstruction or restoration within sixty  days or Lessor fails to complete such
restoration within 180 days after the casualty, then Lessee shall have the
right upon written notice to terminate this Lease. Lessee shall commence the
installation of fixtures, equipment, and stock in trade promptly upon
redelivery to it of possession of the Premises and shall diligently prosecute
such installation to completion.


 


E.                                     
Upon any termination
of this Lease under any of the provisions of this Section, each party shall be
released thereby without further obligation to the other party coincident with
the surrender of possession of the Premises to the Lessor except for items
which have theretofore accrued and are then unpaid and for such of the other
obligations of Lessee as are expressly provided herein to survive the
termination of this Lease, for which Lessee shall remain liable to Lessor.


 


Section 24. - QUIET ENJOYMENT. Lessor covenants
and agrees that, upon Lessee’s paying on a monthly installment basis the Fixed
Annual Rent and any additional rent required hereunder and performing all of
the other covenants herein on its part to be performed, Lessee shall and may peaceably
and quietly hold and enjoy the Premises without hinderance by Lessor or persons
claiming through or under Lessor, subject to the terms, covenants and
conditions of this Lease and all existing or future underlying leases or
mortgages encumbering the Building.


 


Section 25. - RIGHT OF ENTRY. Lessor and Lessor’s
agents shall have the right to enter the Premises at all times to examine the
same. Lessor and Lessor’s agents shall upon 24 hours prior notice (no prior
notice being required in the event of an emergency), to show them to
prospective purchasers, lenders or lessees of the Building, Lessor and Lessor’s
agents shall have the right to enter the Premises at all times to make such
repairs, alterations, improvements or additions as Lessor may deem necessary or
desirable, and Lessor shall be allowed to take all


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


9












 


material necessary for
such repairs, alterations, improvements or additions into and upon the Premises
that may be required therefor without the same constituting an eviction of
Lessee in whole or in part, and the Rent reserved shall in no wise abate while
said repairs, alterations, improvements, or additions are being made unless
Lessee is prevented from operating in the Premises in whole or in part, in which
event Fixed Annual Rent shall be proportionately abated during said period. If
Lessee shall not be personally present to open and permit entry into the
Premises, at any time, when for any reason an entry therein shall be necessary
or permissible, Lessor or Lessor’s agents may enter the same without in any
manner affecting the obligations and covenants of this Lease. Nothing herein
contained, however, shall be deemed or construed to impose upon Lessor any
obligation, responsibility or liability whatsoever, for the care, maintenance
or repair of the Premises or the Building or any part thereof, except as
otherwise herein specifically provided.


 


Section 26. - SERVICES
AND UTILITIES


 


A.                                  
Lessor covenants that
it will, during the normal business hours for the Building (8:00 A.M. to
6:00 P.M., Mondays through Fridays, inclusive, holidays excepted) furnish
to the Premises elevator service, electricity, seasonal air conditioning and
heating, and water for lavatory purposes. Additionally, Lessor will provide
janitorial service for the Premises and Building Common Areas and will cause
the Building Common Areas to be cleaned and generally maintained. Lessee shall
pay unto Lessor, as additional rent, all costs incurred by Lessor in providing
any building services for Lessee at times other than the normal operating hours
of the Building, as determined from time to time by Lessor, and the costs of
any modification to any building utility or service system necessary to
accommodate the Lessee. Notwithstanding the aforesaid, Lessor shall in no
manner be required to make any alteration to any service or utility system of
the Building on behalf of Lessee. Lessor shall not be liable for temporary
failure of services, and same shall not be deemed to constitute an actual or
constructive eviction, nor entitle Lessee to any abatement or diminution in
rent payable under this Lease. Lessor shall not be required to furnish such
services to Lessee so long as  Lessee
is in default of its obligations under this Lease.


 


B.                                    
Lessee shall pay to
Lessor, or directly to the utility provider if requested by Lessor, all costs
of  providing any utility
services, including, without limitation, gas, electricity, water, cable
television, and any other utilities applicable to the Premises. In the event
that any utility to the Premises shall not be separately metered, Lessor shall
apportion the cost of such utility among the various lessees served thereby on
either a square footage basis (based upon the proportion of Rentable Square
Feet of the Premises as to the Rentable Square Feet of the areas of the
Building served by the utility) or based upon the intensity of use by Lessee,
such basis to be determined by Lessor in its sole discretion. In the event of
such apportionment, Lessee shall pay to Lessor monthly, as additional rent,
Lessee’s portion of the cost of such utility, within three (3) days of
receipt of a statement from Lessor therefor. In no event shall Lessor be liable
for an interruption or failure in the supply, quality or quantity of any
utilities within the Premises or Building, and same shall in no manner
constitute an actual or constructive eviction of Lessee, nor entitle Lessee to
any abatement of any Rent under this Lease.


 


C.                                    
Lessee covenants and
agrees that at all times its use of electric current shall not exceed the
capacity of existing feeders to the Building or the Building risers or wiring
installation. Lessee agrees not to connect any additional electrical equipment
to the Building electric distribution system, other than lamps, typewriters and
other small office machines which consume comparable amounts of electricity,
without Lessor’s prior written consent.


 


D.                                   
Lessee shall
reimburse to Lessor all costs of service contracts for maintaining the roof top
cooling tower, pumps, feeders, chemicals and any and all other equipment
associated with the additional cooling of the premises not utilized by any
other occupant of the Building. Which costs are estimated to be $3,560.00
annually, Lessor owns and shall be responsible for all maintenance and repair
of the cooling tower and chemicals needed to maintain the system while the
Lessee shall be responsible for any and all costs for such repairs and
maintenance of the roof top cooling tower, pumps, feeders, chemicals in
which cost shall not exceed $10,000  annually
including the estimated maintenance contract.
Lessee shall be responsible for any and all other equipment
associated with this system including but not limited to the packaged units
located in the lab area. Lessee shall also have the electrical meter account
supplying electric to this system and other parts of the premises put in the
Lessee’s name and shall be responsible for any costs including but not limited
to usage and security deposits.


 


Section 27. - EXCUSE OF LESSOR’S PERFORMANCE.
Anything in this Lease to the contrary notwithstanding, Lessor shall not be
deemed in default with respect to failure to perform any of the terms,
covenants and conditions of this Lease if such failure to perform shall be due
to any civil commotion, warlike operation, invasion, rebellion, hostilities,
military or usurped power, sabotage, government regulations or controls,
inability to obtain any material, utilities, service or financing, through or
Act of God or other cause beyond the control of Lessor.


 


Section 28. - ASSIGNMENT OR SUBLETTING.


 


A.                                  
Lessee shall have the
right to sublet or assign all or part of the premises with Lessor’s prior
written consent and said consent shall not be unreasonably withheld or delayed.
Lessee shall guarantee payment of Annual Rent and any Additional Rent and
performance of obligations under the terms of this Lease.


 


B.                                    
Neither Lessee nor
any  other person having an
interest in the possession, use, occupancy or utilization of the Premises shall
enter into any lease, sublease, license, concession or other agreement for use,
occupancy or utilization of space in the premises which provides for rental or
other payment for such use,


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


10












 


occupancy
or utilization based, in whole or in part, on the net income or profits derived
by any person from the Premises leased, used, occupied, or utilized (other than
an amount based on a fixed percentage or percentages of receipts or sales), and
any such purported lease, sublease, license, concession or other agreement
shall be absolutely void and ineffective as a conveyance of any right or
interest in the possession, use occupancy or utilization of any part of the
Premises.


 


C                                       
Notwithstanding
anything to the contrary, this Lease contains no provision restricting or
purporting to restrict any of the following transaction and further, none of
the following transactions shall constitute an assignment, sublet or other
transfer of this Lease: (i) a change in control or change in the
stockholders, directors, management or organization of Lessee or in any
subsidiary, affiliate or parent of Lessee; (ii) the issuance, sale,
purchase, public offering, disposition or re-capitalization of the capital
stock of Lessee, or in any subsidiary, affiliate or parent of Lessee; or (iii) the
merger, consolidation or other corporate restructuring of Lessee with or into
any other person or entity.


 


Section 29. – LESSEE’S DEFAULT. (i) If Lessee
shall default in the payment of the Fixed Annual Rent, any additional rent or
any other sums  payable by Lessee
herein when due, and such default shall continue for a period of five
(5) days after written notice, or  (ii) if
Lessee shall default in the performance of any nonmonetary covenants or
agreements of this Lease and said default shall continue for twenty (20) days
after written notice thereof, or in the event that the default be of such a
nature as cannot with diligent effort be cured within said twenty (20) day
period, if Lessee shall not commence to cure within said period and diligently
prosecute remedial efforts to completion within a reasonable time thereafter,
not to exceed sixty (60) (iii) if Lessee should become bankrupt or
insolvent or any debtor proceedings be taken by or against Lessee or
(iv) if Lessee shall abandon or vacate the Premises prior to the
expiration of the term of this Lease, then and in addition to any and all other
legal remedies and rights available to Lessor at law or in equity, Lessor may:


 


A.                                  
Declare the entire
balance of fixed Annual Rent due hereunder for the remainder of the term of
this Lease to be due and payable and may collect the same by distress or
otherwise;


 


B.                                    
Terminate this Lease
and any right of renewal thereof, and retake possession of the Premises;


 


C.                                    
Without terminating
this Lease, re-enter and re-let the Premises, or any part thereof, with or
without legal process, as the agent and for the account of Lessee, upon such
terms and conditions as Lessor may deem advisable or satisfactory, in which
event the rents received on such re-letting shall be applied first to the
expenses of such re-letting and collection including but not limited to,
necessary renovation and alterations of the Premises, reasonable attorney’s
fees, any real estate commissions paid, and thereafter toward payment of all
sums due or to become due Lessor hereunder, and if a sufficient sum shall not
be thus realized or secured to pay such sums and other charges, (i) at Lessor’s
option, Lessee shall pay Lessor any deficiency immediately upon demand
therefor, notwithstanding Lessor may have received periodic rental in excess of
the periodic rental stipulated in this Lease in previous or subsequent rental
periods, and Lessor may bring an action therefor as such deficiency shall
arise, or (ii) at Lessor’s option, the entire deficiency, which is subject
to ascertainment for the remaining term of this Lease, shall be immediately due
and payable by Lessee. Lessor shall use commercially reasonable efforts to
re-let the Premises. Lessor shall not, in any event, be required to pay Lessee
any surplus of any sums received by Lessor on a re-letting of said Premises in
excess of the rent provided in this Lease.


 


D.                                   
If any Event of
Default occurs, Lessor, in addition to other rights and remedies it may have,
shall have the right to remove all or any part of Lessee’s property from the
Premises and any property removed may be stored in any public warehouse or
elsewhere at the cost of, and for the account of Lessee and the Lessor shall
not be responsible for the care or safekeeping thereof whether in transport,
storage or otherwise, and Lessee hereby waives any and all claim against Lessor
for loss, destruction and/or damage or injury which may be occasioned by any of
the aforesaid acts. Lessee shall, upon execution of this Lease and promptly
thereafter from time to time, give Lessor notice of any leased personal
property brought onto the Premises.


 


E.                                     
No such re-entry or
taking possession of the Premises by Lessor shall be construed as an election
on Lessor’s part to terminate this Lease unless a written notice of such
intention is given to Lessee. Notwithstanding any such re-letting without
termination. Lessor may at all times thereafter elect to terminate this Lease
for such previous default. Any such re-entry shall be allowed by Lessee without
hindrance, and Lessor shall not be liable in damages for any such re-entry, or
guilty of trespass or forcible entry except for damages or injury caused by
intentional misconduct.


 


F.                                     
In the event of a
breach or threatened breach of any covenant of this Lease, Lessor shall have
the right of injunction. Any and all rights, remedies and options given in this
Lease to Lessor 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 or in equity.


 


G.                                    
If Lessee shall
default in the performance of any provision of this Lease on Lessee’s part to
be performed, Lessor may perform the same for the account of Lessee and Lessee
shall promptly reimburse Lessor for any expense incurred therefor, which
expenses shall be deemed to be additional rent.


 


Section 30 - LESSOR’S DEFAULT. If Lessor shall
(i) default in the performance of any of the covenants or agreements of this
Lease made by or to be performed by Lessor, or (ii) breach any of the


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


11












 


representations or
warranties made by Lessor in this Lease, and if said default or breach shall
continue for thirty (30) days after written notice thereof, or in the event
that the default or breach be of such a nature as cannot with diligent effort
be cured with said thirty (30) day period. If Lessor shall not commence to cure
within said period and diligently prosecute remedial efforts to completion with
a reasonable time thereafter, then and in addition to any and all other legal
remedies and rights available to Lessor at law or in equity, Lessee may:


 


A.                                  
Withhold payment or
seek specific performance under the Lease until such time as such default or
breach is cured, or.


 


B.                                    
Cure such breach or
default if such default negatively impacts the Lessee for any extended period
of time and set off against the Rent such amounts expended by Lessee in
connection with such cure, or


 


Notwithstanding the foregoing, if in Lessee’s
reasonable judgment, an emergency shall exist Lessee may cure such default or
breach with reasonable (under the circumstances) notice to Lessor being
required. The self-help option given to Lessee in this Section is for the
sole protection of Lessee, and its existence shall not release Lessor from its
obligation to perform the terms, provisions, covenants and conditions herein
provided to be performed by Lessor or deprive Lessee of any legal rights which
it may have be reason of any such default by Lessor.


 


Section 31 - LEGAL EXPENSES. In the event that it
shall become necessary for Lessor or Lessee to employ the services of an
attorney to enforce any of its rights under this Lease or to collect any sums
due to it under this Lease or to remedy the breach of any covenant of this
Lease on the part of the other party to be kept or performed, regardless of
whether suit be brought, such breaching party shall pay to the other party such
reasonable fee as shall be charged by its attorney for such services. Should
suit be brought for the recovery of possession of the Premises, or for rent of
any other sum due a party under this Lease, or because of the default of any of
Lessee’s or Lessor’s covenants under this Lease, the breaching party shall pay
to the other party all expenses of such suit and any appeal thereof, including
reasonable attorneys’ fees


 


Section 32 - INSURANCE.


 


A.
                                 
Lessee agrees to
maintain, throughout the Term (and any other period when Lessee is in
possession of the Premises), at Lessee’s sole cost and expense, the following
insurance:


 


(i)                                    
Comprehensive general
public liability insurance in standard form against claims for bodily injury or
death or property damage occurring in or upon the Premises, effective from the
date Lessee enters into possession and during the term of this Lease. Such
insurance shall be in the combined single limit amount of not less than
$2,000,000.00 for injury to one person in one accident, occurrence or casualty,
or for injuries to more than one person in one accident, occurrence or
casualty;


 


(ii) Worker’s
compensation and employer’s liability insurance in compliance with applicable
legal requirements; and


 


(iii) Any other form
of insurance which Lessee, Lessor, or any mortgagee of the Premises, acting
reasonably, shall require from time to time, in form, in amounts and for risks
against which a prudent lessee would insure.


 


B.                                    
Any insurance policies
required hereunder shall name Lessor as an additional insured and shall provide
that they may not be modified or terminated without thirty (30) days advance
notice to Lessor. All insurance required to be carried by Tenant pursuant to
the terms of this Lease shall be effected under policies issued by insurers
permitted to do business in the State of Florida and rated in Best’s Insurance
Guide, or any successor thereto (or, if there be none, an organization having
national reputation) as  having a
general policyholder rating of “A” and a financial rating of at least “13”.
Lessee shall furnish to Lessor within thirty (30) days from the date hereof
evidence of such insurance coverage by way of either a certified, true copy of
the actual insurance policy and any amendments and endorsements thereto or a
certificate of insurance clearly evidencing each of the coverages and
provisions set forth in this paragraph. Upon Lessee’s default in obtaining or
delivering the policy or certificate for any such insurance or Lessee’s failure
to pay the charges therefor, Lessor may procure or pay the charges for any such
policy or policies and charge the Lessee therefor as additional rent. The
limits of insurance specified in this Section may be adjusted upward by
Lessor in the event that Lessor shall determine that because of: (i) the
lapse of time, (ii) any unexpected rates of inflation, (iii) the size
of the Premises, (iv) the use of the Premises by Lessee or (v) for
any reason similar to those Specified in clauses (i) through
(iv) immediately above in this paragraph, the limits specified offer
inadequate protection to Lessor.


 


C.                                    
Lessee shall at all
times during the term hereof, and at its cost and expense, maintain in effect
policies of insurance covering all Alterations made by or on behalf of Lessee
(including without limitation all Lessee’s Work) and Lessee’s fixtures and
equipment located on the Premises, in an amount not less than 80% of their full
replacement value, providing protection against any peril included within the  standard classification of “All Risk
Coverage,” together with insurance against sprinkler damage, vandalism, theft
and malicious mischief. The proceeds of such
insurance, so long as this Lease remains in effect, shall be used to
repair or replace the Alterations, fixtures and equipment so insured.


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


12












 


D.                                   
Lessor and Lessee
waive, unless said waiver should invalidate any such insurance, their right to
recover damages against each other for any region whatsoever to the extent the
damaged party recovers indemnity from its insurance carrier. Any insurance
policy procured by either Lessee or Lessor which does not name the other as a
named insured shall, if obtainable, contain an express waiver of any right of
subrogation by the insurance company, including but not limited to lessee’s
workers’ compensation insurance carrier, against Lessor or Lessee, whichever
the case may be.


 


E.                                     
Lessee at its expense
shall comply with all commercially reasonable requirements of the Lessor’s
casualty insurer, and shall not use the Premises in a manner which shall
increase the rate of fire insurance or other insurance of Lessor or of any
other tenant, over that in effect prior to this Lease. If Lessee’s use of the
Premises increases the fire insurance rate, Lessee shall reimburse Lessor for
all such increased costs. The fact that the Premises are being used for the
purposes set forth in Summary paragraph H hereof shall not relieve Lessee from
the foregoing duties, obligations and expenses.


 


F.                                     
Lessor agrees to
maintain with companies permitted to do business in the State of Florida and
rated in Best’s Insurance Guide, or any successor thereto, as having a general
policyholder rating of “A” and a financial rating of at least “13”, throughout
the Term, and shall charge through pro-rata to all tenants of the Building as a
Building Operation Cost, (I) “all risks” casualty coverage insurance, with a
coverage extension for the perils of flood and windstorm (if required by
Lessor’s lender), property and casualty for the reasonable value of the
Building and all other improvements or buildings located on the land upon which
the Building is located, (ii) comprehensive general public liability
insurance in standard form against claims for bodily injury or death or
property damage occurring in or upon the Building, in the combined single limit
amount of not less than $1,000,000.00 for injury to one person in one accident,
occurrence or casualty, or for injuries to more than one person in one
accident, occurrence or casualty. Lessor shall provide a certificate of
insurance evidencing coverage not less than once each Lease Year upon Lessee’s
written request of same.


 


Section 33 - INDEMNIFICATION OF LESSOR. 
Lessee shall not do or permit any act or thing to be done in, on or about the
Premises or the Building that may subject Lessor to any liability or
responsibility for injury, damage to persons or property or to any liability by
reason of the existence or application of, compliance with or violation of any
Requirement, but shall exercise such control over the Premises as to protect
the Lessor fully against any such liability and responsibility. Lessee shall
indemnify and cave harmless the Lessor from and against (a) all claims of
whatever nature against the Lessor arising from any act, omission or negligence
of Lessee or persons within Lessee’s control, (b) all claims against the
Lessor arising from any accident, injury or damage whatsoever caused to any
person or to the property of any person and occurring in or about the Premises
during the Term or during Lessee’s occupancy of the Premises, (c) all
claims against the Lessor arising from any accident, injury or damage occurring
outside of the Premises but anywhere within or about the Premises or Building,
where such accident, injury or damage results or is claimed to have resulted
from an act, omission or negligence of Lessee or persons within Lessee’s
control, and (d) any breach, violation or non-performance of any covenant,
condition or agreement contained in this Lease to be fulfilled, kept, observed
and performed by Lessee. This indemnity and hold harmless agreement shall
include indemnity from and against any and all liability, fines, suits,
demands, costs and expenses of any kind or nature (including, without
limitation, attorneys’ fees and disbursements) incurred in or in connection
with any such claim or proceeding brought thereon, and the defense thereof.


 


If any claim, action or proceeding is made or brought
against the Lessor, against which claim, action or proceeding Lessee is
obligated to indemnify Lessor pursuant to the terms of this Lease, then, upon
demand by the Lessor, Lessee, at its sole cost and expense, shall resist or
defend such claim, action or proceeding in the Lessor’s name, if necessary, by
such attorneys as the Lessor may select, including, without limitation,
attorneys for  the Lessor’s
insurer. Notwithstanding the foregoing, if such attorneys shall be defending
both Lessee or any persons within Lessee’s control and Lessor, the Lessor may
retain its own attorneys to defend or assist in defending any claim, action or
proceeding, and Lessee shall pay the reasonable fees and disbursements of such
attorneys. The provisions of this Section shall survive the expiration or
earlier termination of this Lease.


 


Section 34 - INDEMNIFICATION OF LESSEE. Lessor
shall indemnify and save harmless the Lessee from and against any and all third
party claims (and shall Indemnify and save harmless Lessee’s Directors and
Officers to the extent, of  any  liability in excess of claims paid under
Lessee’s Directors and Officers liability insurance). to the extent same
arise from the gross negligence or willful misconduct of Lessor, together with
all costs, expenses and liabilities incurred in connection with each such claim
or action or proceeding brought thereon, including without limitation, all
reasonable attorney’s fees and disbursements.


 


Section 35 - LOSS AND DAMAGE. Lessor shall not be
responsible for any damage to any property of Lessee (including without
limitation appliances, equipment, machinery, stock, inventory, fixtures,
furniture, improvements, displays, decorations. carpeting and painting) or of
others located on the Premises, not for the loss of or damage to any property
of Lessee or of others by theft or otherwise. Lessor shall not be liable for
any injury or damage to persons or property resulting from fire, smoke,
explosion, falling plaster, steam, gas, electricity, water, rain, or leaks from
any part of the Premises or from the pipes, appliances or plumbing works or
from the roof, street or subsurface or from any other place or by dampness or
by any other cause of whatsoever nature, unless same shall result from the
gross negligence of Lessor. Lessor shall not be liable for any such damage
caused by other tenants or persons on the Premises, occupants of the Building
or of adjacent property, the public, or caused by operations or construction of
any private, public or quasi-public works. Lessor shall not be liable for any
latent defect in the Premises or in the Building. All property of Lessee kept
or stored on the Premises shall be so


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


13












 


kept
or  stored at the sole risk of
Lessee and Lessee shall hold Lessor harmless from any and all claims arising
out of damage to same, including subrogation claims by Lessee’s insurance
carriers.


 


Section .36 - END OF TERM. Lessee shall surrender
the Premises to Lessor at the expiration or sooner termination of this Lease in
good order and condition, except for reasonable wear and tear and damage by
condemnation, fire or other casualty. Lessee shall indemnify, defend and save
Lessor harmless against all costs, claims, loss or liability resulting from
delay by Lessee in so surrendering the Premises, including, without limitation,
any claims made by any succeeding tenant founded on such delay. The parties
recognize and agree that the damage to Lessor resulting from any failure by
Lessee timely to surrender possession of the Premises as aforesaid will be
substantial, will exceed the amount of the Fixed Annual Rent theretofore
payable hereunder, and accurate measurement will be impossible. Lessee
therefore agrees that if possession of the Premises is not surrendered to
Lessor on the date of the expiration or sooner termination of this Lease, then,
unless Lessor shall have consented to Lessee’s holding over, Lessee shall pay
Lessor as liquidated damages for each month and for each portion of any month
prorated on a daily basis, during which Lessee holds over in the Premises after
expiration or termination of the term of this Lease without consent, a sum
equal to two times the Fixed Annual Rent and additional rent which was payable
per month under this Lease during the last month of the terms thereof. Any
personal property remaining in the Premises after the expiration or sooner
termination of the term of this Lease shall be deemed to be abandoned property
at the option of Lessor. The aforesaid provision of this Section shall
survive the expiration or sooner termination of this Lease.


 


Section .37 - SIGNS. Lessee shall not place any
signs or other advertising matter or material on the exterior of the Building
or in any portion of the interior of the Premises which is visible beyond the
Premises, without the prior written consent of Lessor, which consent may be
withheld in the sole discretion of Lessor. Any lettering or signs placed on the
interior of said Building shall be for directional purposes only, Lessee shall
be allowed one sign on the building directory sign located on the first floor
lobby and one identification sign located to the side of the main entrance to
the premises and such signs and lettering shall be of a type, kind character
and description first approved by Lessor.


 


Section .38 - NOTICES. All notices, demands or
other writings in this Lease provided to be given, made or sent by either party
hereto to the other shall be deemed to have been fully given, if made in
writing and delivered in person or by public courier or deposited in the United
States mall certified or registered, return receipt requested and postage
prepaid and addressed to the parties at their respective notice addresses as
set forth in Summary paragraphs I and J.  The
address to which any notice, demand or other writing may be given, made or  sent to either party may be changed by
written notice given by such party as above provided.


 


Section .39 - SECURITY DEPOSIT. Lessee,
simultaneously with the execution of this Lease, has deposited with Lessor as a
Security Deposit the sum shown therefor in Summary paragraph G of this Lease.
Said Security Deposit shall be held by Lessor. Said Security Deposit may be
commingled with other funds of Lessor, and Lessor shall have no liability for
the accrual or payment of any interest thereon. If at any time during the term
of this Lease any of the rent herein reserved shall be overdue and unpaid, or
any other sum payable by Lessee to Lessor hereunder shall be overdue and
unpaid, then Lessor may, at the option of Lessor, appropriate and apply all or
any portion of said Security Deposit to the payment of any such overdue rent or
other sum. In the event of the failure of Lessee to keep and perform any of the
terms, covenants and conditions of this Lease to be kept and performed by
Lessee, then Lessor, at its option, may appropriate and apply said Security
Deposit, or so much thereof as Lessor may deem necessary, to compensate Lessor
for all loss or damage sustained or suffered by Lessor due to such default or
failure on the part of Lessee. Should the entire Security Deposit, or any
portion thereof, be appropriated and applied by Lessor for the payment of
overdue Fixed Annual Rent or additional rent or other sums due and payable by
Lessee hereunder, then Lessee shall, upon the demand of Lessor, forthwith remit
to Lessor a sufficient amount in cash to restore said security to the original
sum deposited, and Lessee’s failure to do so within ten (10) days after
receipt of such demand shall constitute a default of this Lease. Should Lessee
comply with all of said terms, covenants and conditions and promptly pay all of
the Fixed Annual Rent and additional rent herein provided for as it falls due,
and all other sums payable by Lessee to Lessor hereunder, the said Security
Deposit shall be returned in full to Lessee within ten (10) days of the
end of the term of this Lease, or upon the earlier termination hereof. Lessor
may deliver the Security Deposit to the purchaser of Lessor’s interest in the
Premises, providing notice of same to Lessee in writing, in the event that such
interest be sold, and thereupon Lessor shall be discharged from any further
liability with respect to such Security Deposit. No mortgagee acquiring title
to the Premises by foreclosure or deed in lien of foreclosure shall be
responsible for the return of any Security Deposit not received by it.


 


Section .40 - NON-WAIVER. No waiver of any
covenant or condition of this Lease by either party shall be deemed to imply of
constitute a further waiver of the same covenant or condition or of any other
covenant or condition of this Lease. Any such waiver must be in writing and
signed by the party granting the waiver. No act or omission of Lessor or its
agents shall constitute an actual or constructive eviction, unless Lessor shall
have first received written notice of Lessee’s claim and shall have had a
reasonable opportunity to remedy such claim.


 


Section .41 - SUBORDINATION AND ATTORNMENT. Subject
to Lessee’s right to receive non-disturbance protection, Lessee hereby
subordinates its rights hereunder to the lien of any ground or underlying
leases, any mortgage or mortgages, or the lien resulting from any other method
of financing or refinancing, now or hereafter in force against the property and
Building of which the Premises are a part and any buildings hereafter placed
upon the Property of which the Premises are a part, and to all advances made or
hereafter to be made upon


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


14












 


the
security thereof. This Section shall be self-operative and no further
instrument of subordination shall be required by any mortgagee, but Lessee
agrees upon request of Lessor, from time to time, to promptly execute and
deliver any and all documents reasonably evidencing such subordination provided
same shall provide Lessee with non-disturbance protection, and failure to do so
shall constitute a default under this Lease. In the event any proceedings are
brought for the foreclosure of, or in the event of exercise of the power of
sale under, any mortgage made by the Lessor covering the Premises, or in the
event a deed is given in lieu of foreclosure of any such mortgage, and provided
Lessee is granted non-disturbance protection. Lessee shall attorn to the
purchaser, or grantee in lien of foreclosure, upon any such foreclosure or sale
and recognize such purchaser, or grantee in lieu of foreclosure, as the Lessor
under this Lease.


 


Section .42 - ESTOPPEL CERTIFICATES. From time to
time, Lessee, within ten (10) days after written request by Lessor, will
deliver to Lessor a statement in writing certifying that this Lease is
unmodified and in full force and effect (or if then shall have been
modification, that the same is in full force and effect as  modified and stating the modification),
the dates to which the Rent and other charges have been paid and stating
whether or not the Lessor is in default in performance of any covenant,
agreement, or condition contained in this Lease and, if so, specifying each such default of which
Lessee may have knowledge, and such additional information as any mortgagee or
purchaser of the Building may reasonably require.


 


Section .43 - RELOCATION AND REMOVAL OF LESSEE.
Lessor shall not have the absolute right, at any time, to relocate Lessee into
other space within the Building.


 


Section .44 - RULES AND REGULATIONS. Lessee
agrees to fully comply with all rules and regulations shown in
Exhibit “C” attached hereto and by this reference incorporated herein.
Lessor shall have the right from time to time to prescribe additional
rules and regulations, which in its reasonable judgment may be
desirable for the use, entry, operation and management of the Premises and the
Building, each of which rules and regulations shall be deemed incorporated
herein and made a part hereof by this reference.


 


Section .45 - BROKER.
Lessee represents and warrants to each other that it neither consulted, nor
negotiated with, any broker or finder with respect to the Premises other than
as may be listed in Summary paragraph K (hereinafter referred to as the
“Broker”). Each agrees to Indemnify, defend and save the other harmless from
and against any claims for fees or commissions from anyone, other than Broker,
with whom the party has dealt in connection with the Premises or this Lease.
Lessor agrees to pay any commission of fee owing to Broker.


 


Section .46 - NO RECORDING. Lessee shall not
record this Lease, or any memorandum or short form thereof, without the written
consent and joinder of Lessor.


 


Section .47 - PARKING. Lessee shall be authorized
to use four (4) non exclusive parking spaces per one thousand (1,000)
square feet of leased premises in the parking lot adjacent to the Building
specified in Summary paragraph L. Lessee’s right to use the number of reserved
parking spaces specified in Summary paragraph L shall be subject to payment by
Lessee of the monthly payment, as additional rent, of the sum specified in
Summary paragraph L. Usage by Lessee of parking spaces within the Building Common
Areas shall be subject to such reasonable rules and regulations applicable
thereto as Lessor may prescribe. Usage of all non-reserved parking spaces shall
be on a first-come, first-served basis. Lessor shall not be liable for any
loss, damage, theft or injury occurring to person or property within the
parking areas of the Building Common Areas.


 


Section .48 - CONSTRUCTION OF LANGUAGE. The terms
“Lease”, “Lease Agreement” or “Agreement” shall be inclusive of each other, and
shall include renewals, extensions or modifications of this Lease. The
Section headings and titles are for convenience only and shall have no
effect upon the construction or interpretation of any part of this Lease.


 


Section .49 - LESSOR’S CONSENT. Any consent or
approval required to be obtained from Lessor may be granted by Lessor in its
sole discretion. In any instance in which Lessor agrees not to act
unreasonably, Lessee hereby waives any claim for damages against or liability
of Lessor which is based upon a claim that Lessor has unreasonably withheld or
unreasonably delayed any consent or approval requested by Lessee, and Lessee
agrees that its sole remedy shall be an action or proceeding to enforce any
declaratory judgment, if with respect to any required consent or approval Lessor
is required by the express provisions of this Lease not to unreasonably
withhold or delay its consent or approval, and if it is determined in any such
proceeding referred to in the preceding sentence that Lessor acted
unreasonably, the requested consent or approval shall be deemed to have been
granted; however, Lessor shall have no liability whatsoever to Lessee for its
refusal or failure to give such consent or approval.


 


Section .50 - LIABILITY OF LESSOR. Lessee shall
look solely to the estate and property of Lessor in the land and building
improvements comprising the Building, for the collection of any judgment, or in
connection with any other judicial process, requiring the payment of money by
Lessor in the event of any default by Lessor with respect to any of the terms,
covenants and conditions of this Lease to be observed and performed by Lessor,
and no other property or estates of Lessor shall be subject to levy, execution
or other enforcement procedures for the satisfaction of Lessee’s remedies and
rights under this Lease, The word “Lessor” as used in this Lease shall mean
only the owner from time to time of Lessor’s interest in this Lease, the event
of any assignment of Lessor’s interest


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


15












 


in
this lease, the assignor shall not longer be liable for the performance or
observation of any agreements or conditions on the part of Lessor to be
performed or observed.


 


Section .51 - TIME OF ESSENCE. Time is of the
essence with respect to  the
performance of every provision of this Lease in which time of performance is a
factor. 


 


Section .52 - ACCORD AND SATISFACTION. No payment
by Lessee or receipt by Lessor of a lesser amount than the Rent herein
stipulated to be paid shall be deemed to be other than on account of the earliest
stipulated Rent, nor shall any endorsement or statement on any check or any
letter accompanying any check or payment as rent be deemed an accord and
satisfaction, and Lessor may accept such check or payment without prejudice to
Lessor’s right to recover the balance of such rent or pursue any other remedy
provided herein or by  law. No
acceptance of any Rent by Lessor shall constitute a waiver by Lessor of any
prior or subsequent default of Lessee, notwithstanding any knowledge of such
default by Lessor at the time of receipt of such Rent.


 


Section .53 - ENTIRE AGREEMENT. This Lease and
the Exhibits attached hereto and forming a part thereof as if fully set forth
herein, constitute all the covenants, promises, agreements, conditions and
understandings between Lessor and Lessee concerning the Premises and the
Building and there are no covenants, promises, conditions or understandings,
either oral or written, between them other than are herein set forth. Neither
Lessor nor Lessor’s agents have made nor shall be bound to any representations
with respect to the Premises or the Building except as herein expressly set
forth, and all representations, either oral or written, shall be deemed to be
merged into this Lease. Except as herein otherwise provided, no subsequent
alteration, change or addition to this Lease shall be binding upon Lessor or
Lessee unless reduced to Writing and signed by them.


 


Section .54 - AMENDMENT. Lessor shall have the
right at any time, and from time to time, to amend unilaterally the provisions
of this Lease if Lessor is advised by its  counsel
that all or any portion of the Rental paid by Lessee to Lessor hereunder is, or
may be deemed to be, unrelated business taxable income within the meaning of
the United States Internal Revenue Code or regulations issued thereunder, and
Lessee agrees that it will execute all documents necessary to effect any such
amendment, provided that no such amendment shall increase Lessee’s payment
obligations or other liability under this Lease nor reduce Lessor’s obligations
hereunder.


 


Section .55 - RADON DISCLOSURE. In accordance with
the requirements of Florida Statutes Section 404.056(8), the following
notice is hereby given:


 


RADON GAS: Radon is a
naturally occurring radioactive gas that, when it has accumulated in a building
in sufficient quantities, may present health risks to persons who are exposed
to it over time. Levels of radon that exceed federal and state guidelines have
been found in buildings in Florida. Additional information regarding radon
testing may be obtained from your county public health unit.


 


Section 56. - WAIVERS BY LESSEE. Lessee expressly
waives all of the following: (a) the requirement under Chapter 83.12 of
the Florida Statutes that the plaintiff in his distress for rent action file a
bond payable to the tenant in at least double the sum demanded by the
plaintiff, it being understood that no bond shall be required in any such
action; (b) the right of Lessee under Chapter 83.14 of the Florida
Statutes to replevy distrained property; and (c) any rights it may have in
the selection of venue in the event of suit by or against Lessor, it being
understood that the venue of such suit shall be in Broward County, Florida.


 


Section 57. - WAIVER OF JURY TRIAL. Lessor and
Lessee shall and they hereby do waive trial by jury in any action, proceeding
or counterclaim brought by either of them against the other on any matters
whatsoever arising out of or in any way connected with this Lease, the
relationship of Lessor and Lessee, Lessee’s use or occupancy of the Premises,
whether during or after the Term, or for the enforcement of any remedy under
any statute, emergency or otherwise.


 


Section 58. – NO LIEN ON PERSONAL PROPERTY OF
LESSEE. Lessor hereby waives any statutory or common law rights it may have
granting Lessor a lien or the right to foreclose on any property of Lessee,
including without limitation, any of Lessee’s personnel property installed in
or located within the Premises.


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


16












 


IN WITNESS WHEREOF, Lessor and Lessee have executed
this Lease, or have caused the same to be executed as of the day and year first
above written.


 


	
  Signed, sealed and
  delivered in the presence of:

  	
  LESSOR:

  
	
   

  	
   

  
	
   

  	
  UNUM Life Insurance
  Company of America

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Jennifer D. Fehlau

  	
   

  	
  By:

  	
  /s/ Shelley Stuart
  Carvel

  
	
  Print Name:

  	
  JENNIFER D. FEHLAU

  	
   

  	
  Name:

  	
  SHELLEY STUART CARVEL

  
	
   

  	
   

  	
   

  	
  Title:

  	
  ASSISTANT VICE
  PRESIDENT

  
	
  /s/ Laurie A. Fitch

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  LAURIE A. FITCH

  	
   

  	
   

  	
   

  
	
   

  
	
   

  	
  LESSEE:

  
	
   

  	
   

  
	
   

  	
  Information Services
  Extended, Inc.

  
	
   

  	
   

  
	
  /s/ W. J. Adcock

  	
   

  	
  By:

  	
  /s/ Steven Klein

  
	
  Print Name:

  	
  W. J. ADCOCK

  	
   

  	
  Name:

  	
  STEVEN KLEIN

  
	
   

  	
   

  	
  Title:

  	
  CFO

  
	
  /s/ Barbara Shoemaker

  	
   

  	
   

  
	
  Print Name:

  	
  BARBARA SHOEMAKER

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


17












EXHIBIT “A”


 


SITE PLAN OF PREMISES


 





	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


18












 


EXHIBIT “B”


 


Lessor’s Work


 


Lessor shall demise the premises to approximately 19,000
rentable square feet and the Lessor shall absorb the cost of demising such
walls according to code. Upon completion of the demising of the premises, the
space shall be re-measured according to BOMA standards for actual square
footage. Lessor shall demo existing offices and install offices as per the
Lessor approved space and mechanical plans, Lessor shall re-carpet and repaint
the Premises according to building standards. Existing electric meter located
on the first floor shall be capped off from all other premises except the
Lessee’s space. This shall be completed after Lessee has put this account into
their name and any previous tenants have vacated space utilized by this meter.
Lessor shall contribute up to $190,000.00 towards the above mentioned work. Of
the amount contributed $57,000.00 has been amortized over the term of the lease
at 12% interest. Any dollar amount for the cost of the improvements over and
above $190,000.00 shall be the responsibility of the Lessee and shall be paid
promptly to the Lessor upon receipt of invoice.


 


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


19












 


EXHIBIT “C”


 


RULES AND REGULATIONS 


 


FOR


 


LAKESIDE PLAZA OFFICE BUILDING


 


1.                                      
Security.   Lessor
may from time to time adopt appropriate surveillance systems and procedures for
the protection or safety of the Building, including any persons occupying,
using or entering the same, or any equipment, furnishings or contents thereof,
and Lessee shall comply with Lessor’s reasonable requirements relative thereto.
Lessee covenants not to do anything which may
in any way impair or restrict the security of the Building.


 


2.                                      
Keys.   No
additional locks or bolts of any kind shall be placed upon any of the doors or
windows by Lessee. At the end of the Lease Term, Lessee shall promptly return
to Lessor all keys for the Premises, or any other portions of the Building
which are in the possession of Lessee. In the event Lessee falls to return any
keys previously furnished to Lessee, Lessor may retain $50.00 of Lessee’s
Security Deposit for locksmith work and administration.


 


3.                                      
Repair, Maintenance,
Alterations and Improvements.   Lessee shall carry out Lessee’s
repair, maintenance, alterations, and improvements in the Premises only during
times agreed to in advance by Lessor and in a manner which will not interfere
with the rights of other tenants in the Building. Lessee shall not clean nor
permit the exterior cleaning of any windows or doors for the Premises, except
in strict conformity with applicable law and the consent of Lessor.


 


4.                                      
Water Fixtures.   Lessee
shall not use water fixtures for  any
purpose for which they are not intended, nor shall water be wasted by tampering
with such fixtures. Any cost or damage resulting from such misuse by Lessee
shall be paid for by Lessee.


 


5.                                      
Personal Use of
Premises.   The Premises shall not be used or permitted to be
used for residential, lodging or  sleeping
purposes, or for the storage of personal effects, or property not required for
business purposes.


 


6.                                      
Heavy
Articles.   Lessee shall not place in or move about the
Premises, without Lessor’s prior written consent, any file cabinet, safe or
other heavy article which, in Lessor’s reasonable opinion, may damage the
foundation, floors, ceilings, columns, or other structural components of the
Building, and Lessor may designate the location of any such heavy articles in
the Premises. Business machines and other office equipment shall be placed and
maintained by Lessee at Lessee’s expense in a fashion which, in Lessor’s sole
discretion, shall be sufficient to absorb and prevent unreasonable vibration,
noise and annoyance emanating therefrom.


 


7.                                      
Bicycles,
Animals.   Lessee shall not bring any animals or birds into the
Building, and shall not permit bicycles or other vehicles inside or on the
sidewalks outside the Building except in areas designated from time to time by
Lessor for such purposes.


 


8.                                      
Deliveries.   Lessee
shall ensure that deliveries of supplies, fixtures, equipment, furnishings,
wares and merchandise to the Premises are made through such entrances,
elevators and corridors and at  such
times as may from time to time be designated by Lessor, and shall promptly pay
or cause to be paid to Lessor the cost of repairing any damage in the Building
caused by any person making improper deliveries. Lessee may, subject to changes
from time to time instituted by Lessor, move freight, furniture, bulky matter
and other material into or out of the Premises on Saturday, between the hours
of 8:30 a.m. and 1:00 p.m., or later, provided Lessee pays the
additional cost incurred by Lessor for expenses arising out of overtime for
security personnel in connection with Lessee’s move, and, at least two
(2) days prior to such move. Lessor requests that Lessee deposit with
Lessor, as security for Lessee’s obligation to pay such additional cost, a sum
which Lessor reasonably estimates to be the amount of such additional cost, then
Lessee shall deposit such sum with Lessor as security for such cost.


 


9.                                      
Solicitations.   Lessor
reserves the right to restrict or prohibit canvassing, soliciting or peddling
in the Building.


 


10.                                
Food and
Beverages.   Only persons approved from time to time by Lessor
may prepare, solicit orders for, sell, serve or distribute foods or beverages
in the Building, or use the Common Areas for any such purpose. Except with
Lessor’s prior written consent and, in accordance with arrangements approved by
Lessor, Lessee shall not permit on the Premises the use of equipment for
dispensing Food or beverages or for the preparation, solicitation of orders
for, sale, serving or distribution of food or beverages. No vending machines of
any type shall be allowed in the Premises without the prior written consent of
Lessor.


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


1












 


11.                                
Refuse.   Lessee
shall place all refuse in proper receptacles provided by Lessee at its expense
in the Premises or in receptacles (if any) provided by Lessor for the Building,
and shall keep sidewalks and driveways outside the Building and lobbies,
corridors, stairwells, ducts and shafts of the Building, free of all refuse.


 


12.                                
Obstructions.   Lessee  shall not obstruct, impede or place
anything in or on the sidewalks, entrances, passages, courts, stairways,
driveways or other Common Areas, or use such locations for any purpose except
access to and exit from the Premises without Lessor’s prior written consent.
Lessor may remove at Lessee’s expense any  such
obstruction of thing caused or placed by Lessee (and unauthorized by Lessor)
without notice or obligation to Lessee. If the Premises is situated on the
ground floor to with direct to the street, then Lessee shall, at Lessee’s
expense, keep the sidewalks and curbs directly in front of the Premises clean
and free from debris.


 


13.                                
Proper
Conduct.   Lessee shall not conduct itself in any manner which
is inconsistent with the character of the Building, or which will impair the
comfort and convenience of other tenants in the Building. Lessee shall not
make, nor permit to be made from its Premises, any unseemly or disturbing
noises, or interfere with other tenants or other invitees, and shall
immediately abate such action or inaction at the request of Lessor.


 


14.                                
Employees, Agents and
Invitees.   As applicable in these Rules and Regulations,
the term “Lessee” shall include Lessee’s Agents, as defined in
Section 2.35 of the Lease, as well as others permitted by Lessee to use or
occupy the Premises.


 


15.                                
Parking.   If
Lessor designates tenant parking areas in or adjoining the Building, Lessee
shall park its vehicles and shall cause its employees and agents to park their
vehicles only in such parking areas designated from time to time by Landlord
pursuant to the Lease. Lessor may itself, or through any agent designated for
such purpose, make, administer and enforce additional rules and
regulations regarding parking by tenants and by their employees or agents in
the Building, including, without limitation, rules and regulations
permitting Lessor or such agent to move any vehicles improperly parked to the
designated tenant or employee parking areas. No disabled vehicle shall be left
in the parking areas of the Building for more than 24 hours.


 


16.                                
Pest
Control.   In order to maintain satisfactory and uniform pest
control throughout the Building, Lessee shall engage for its own Premises and
at its sole cost, a qualified pest extermination contractor either designated
or approved by Lessor, who shall perform pest control and extermination
services in the Premises at such intervals as reasonably required, or as may  be directed by Lessor.


 


17.                                
Normal Business
Hours.   The initial normal business hours of the Building shall
be the hours from 8:00 a.m. to 6:00 p.m., Mondays through Fridays, and the
hours from 8:00 a.m. to 1:00 p.m., Saturdays; provided, however, prior to each
calendar year, Lessor shall inform each of the tenants which holidays the
Building will not be open to the public.


 


18.                                
Signs.   No
signs, advertisements or notices shall be painted or affixed on or to any
window, door, corridor or other part of the Building, including Common Areas,
except as shall be first approved in writing by Lessor. Lessor shall have the
sole discretion as to approval of all Building signs, including any of
Lessee’s, which are affixed to, or are visible from any of the common Areas.
Lessor shall impose design and size specifications, all of which may be amended
from time to time by Lessor, at its sole discretion. Lessee is prohibited from
exhibiting any hand-written signs.


 


19.                                
Windows.   The
windows in the Premises shall not be covered or obstructed by Lessee in any
fashion, nor shall any bottles, parcels or other articles be placed on the
window sills within the Premises. No articles shall be thrown or discarded
through the windows or other openings leading from the Premises.


 


20.                                
Carpet
Pads.   In those portions of the Premises where carpet has been
provided directly or indirectly by Lessor, Lessee shall, at its own expense,
install and maintain pads to protect the carpet under all furniture having
casters other than carpet casters.


 


21.                                
Dangerous or Immoral
Activities.   Lessee shall not make any use of the Premises
which involves the danger of injury to any person, nor shall the same be used
for any immoral purpose.


 


22.                                
Miscellaneous.


 


A.                                 
Corridor doors, when
not in use, shall be kept closed.


 


B.                                   
Lessee shall lock all
office doors leading to corridors and turn out all lights at the close of its
working day.


 


C.                                   
Lessee shall not
tamper with nor attempt to adjust temperature control thermostats in the
Premises. Lessor shall adjust thermostats to maintain required temperatures for
heating, ventilating and air conditioning.


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


2












 


D.                                  
Lessee  agrees to comply with any measures
instituted for the security of the Building, which may include the signing in
or out in a register in the building lobby, afterhours, on weekends, or
otherwise.


 


E.                                    
No flammable or
explosive fluids or substances may be kept, or used, within the Building,
except in designated areas, if  any,
which are approved by Lessor in writing.


 


23.                                
Changes to Rules &
Regulations.   Lessor reserves the right to rescind any of these
rules and regulations and to make such other and further rules and
regulations as it, in its sole discretion, shall from time to time require for
the safety, protection, care and cleanliness of the Building, the operation
thereof, the preservation of good order therein, and the protection and comfort
of the tenants, including their agents, employees and invitees. These
rules and regulations, as amended, shall be binding upon Lessee in a like
manner as if included within the provisions of the Lease agreement from the
inception of the Lease Term.


 


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


3












 


EXHIBIT “D”


 


SCHEDULE OF ADJUSTMENTS IN FIXED
ANNUAL RENT


 


Information Services Extended, Inc.


 


Suite No. 4000, 19,000 Approx. Rentable Sq.
Ft.


Re-measurement of the premises shall determine actual
square footage and Fixed Annual Rent


shall be adjusted accordingly.


 


The term of this Lease shall be sixty (60) months and
shall begin on the earlier of July 1, 2001 in accordance with
Section 3(B).


 


The rent rates and fixed Annual Rent (stated monthly)
during the initial term shall be:


 


Year 1: $18.30 per
rentable square foot, plus applicable Sales Tax


Year 2: $19.03 per
rentable square foot, plus applicable Sales Tax


Year 3: $19.79 per
rentable square foot, plus applicable Sales Tax


Year 4: $20.59 per
rentable square foot, plus applicable Sales Tax


Year 5: $21.41 per
rentable square foot, plus applicable Sales Tax


 


The
above figures include the amortization of the tenant improvements described in
Exhibit “B”.


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


4












 


EXHIBIT “E”


 


LESSEE’S WORK


 


Intentionally left blank.


	
   

  	
  /s/ Lessor

  
	
   

  	
  /s/ Lessee

  



 


1






 








 


THE


PARMENTER


COMPANY


A
Real Estate Advisory & Investment Services Company


 


6301 N.W. 5th Way


Suite 2800


Ft. Lauderdale, Florida 33309


Telephone 954/938.7005


Facsimile 954/938.9345


 


COMMENCEMENT NOTICE


 


This Commencement Notice is delivered this 23rd
day of April, 2002 by UNUM Life Insurance Company of America, (“Landlord”) to
Information Services Extended, Inc. (the “Tenant”), pursuant to the provisions
of Section 3.B of that certain Lease Agreement (the “Lease”), dated July 19th,
2001, by and between Landlord and Tenant covering certain space in the Building
known as Lakeside Plaza, Fort Lauderdale, Florida. All terms used herein with
their initial letter capitalized shall have the meaning assigned to such terms
in the Lease.


 


WITNESSETH:


 


1.                                      
The Building, the
Premises, the Common Areas, and all other Improvements required to be construed
and furnished by Landlord in accordance with the terms of the Lease have been
satisfactory completed by the Landlord and accepted by the Tenant.


 


2.                                      
The Premises have
been delivered to, and accepted by, the Tenant, subject to completion of

“punch list” items if any.


 


3.                                      
The Commencement Date
of the Lease is July 1, 2001; the Expiration Date is the 30th day of
June 2006.


 


4.                                      
The Premises consists
of 19,622 Rentable square feet of Rentable Area on the fourth (4th)
floor of the Building. A common area factor of 16% is included.


 


5.                                      
Adjusted Base Rent is
$30,228.55 for Year 1.


Additional Rent applies
to the provisions of the Lease relating to Expenses in excess of Base Year


Expenses and annual rent
adjustments.


 


6.                                      
Remittance of the
foregoing payments shall be made on the first day of each month in accordance
with the terms and conditions of the Lease at the following address:


 




	
  UNUM Life Insurance
  Company of America

  
	
  C/O The Parmenter
  Company

  
	
  6301 NW 5th
  Way

  
	
  Suite 2800

  
	
  Ft. Lauderdale, FL
  33309

  






 


IN
WITNESS WHEREOF, this Instrumentat has been duly executed by Landlord as the
date first written above.


 


	
   

  	
  [TENANT]

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ S. Klein

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  S. Klein - CFO

  	
   

  
	
   

  	
   

  
	
   

  	
  [LANDLORD]  UNUM
  Life Insurance Company of America

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Shelley Stuart Carvel

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  SHELLEY STUART CARVEL

  	
   

  
	
   

  	
   

  	
  ASSISTANT VICE PRESIDENT

  	
   

  



 


MIAMI  •  FT. LAUDERDALE  •  BOCA RATON  •  WEST PALM BEACH  •  TAMPA  •  ORLANDO  •  ATLANTA


 












 


FIRST AMENDMENT TO LEASE


 


THE FIRST AMENDMENT TO
LEASE is made and entered into as of April 25th, 2005, by and
between UNUM LIFE INSURANCE COMPANY OF AMERICA, a Maine corporation having its
principal office at 2211 Congress Street, Portland, Maine 04122-0590,
hereinafter called “Landlord”, and Information Services Extended, Inc., a Florida
corporation, having its principal office at 6301 N.W. 5th Way, Suite
4000, Fort Lauderdale, Florida, 33309 hereinafter called “Tenant”.


 


RECITALS:


 


A.                                  
Landlord’s and Tenant
entered into a certain Lease dated as of July 19, 2001 and Commencement Notice
dated April 23rd, 2002 (the “Lease”), for the lease of certain
Premises, Suite 4000, containing approximately 19,822 rentable square feet,
(the “Leased Premises”) located in the building known by the name and address
of Lakeside Plaza, 6301 N.W. 5th Way, Fort Lauderdale, Florida 33309
(the “Building”).


 


B.                                    
The term of the Lease
is scheduled to expire on June 30, 2006.


 


C.                                    
Tenant desires to
extend the lease term for their Leased Premises in as-in condition on the terms
and conditions hereinafter set forth.


 


NOW,
THEREFORE, in
consideration of the mutual covenants contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, Landlord and Tenant hereby agree that the
Lease shall be and hereby is amended as follows:


 


1.                                      
Unless specifically
defined herein or the context clearly requires a different meaning, the
capitalized words and phrases used herein shall have the meanings ascribed to
them in the Lease.


 


2.                                      
Effective April 1,
2005, the Base Rent will be reduced to $15.00 per square foot per annum
($24,777.50 per month). Additional Rent and Sales Tax shall be payable per the
Lease, as amended herein. The Base Rent shall increase by four (4%) percent on
April 1, 2006 and on each annual anniversary thereof.


 


3.                                      
The term is hereby
extended to June 30, 2009, three (3) years beyond the expiration date set forth
in the Lease.


 


4.                                      
If during the Term
the Building is not substantially occupied (which shall mean occupancy of
ninety-five percent (95%) of the square feet of rentable area of commercial
office space in the Building), or if by reason of partial operation of the
Building all variable Building Operating Costs for a calendar year (including a
partial year) have not been incurred, variable Building Operating Costs shall
be adjusted for that year to an amount which Landlord estimates, in Landlord’s
reasonable judgment, would have been incurred had the Building been
substantially occupied and in full operation during that year. The statement of
Building Operating Costs shall indicate the occupancy percentage of the
Building by month. The variable Building Operating Costs include electricity,
water/sewer, supplies, trash removal, janitorial services, all categories of
repair and maintenance, property management and extermination. In no event
shall Lessor be entitled to receive more than 100% of actual building operating
costs pursuant to this Paragraph 4.


 


5.                                      
Tenant shall remove
all cabling and wiring installed on its behalf from the ceiling plenum at
Tenant’s sole cost and expense at Lease expiration.


 


6.                                      
Tenant shall receive
reimbursement from Landlord for up to $50,000 towards the cost of carpet, paint,
or other limited improvements in the space provided said work is performed no
later than December 31, 2006. Should said improvements consist of anything
other than paint and carpet, then Tenant must obtain Landlord’s prior approval.
All work must be performed by contractors approved by Landlord and completed in
a manner that meets all governmental requirements and building codes. Tenant
must submit paid invoices and lien waivers from Tenant’s vendors, and allow
Landlord the right to inspect the work in order to receive the reimbursement
provided herein.


 


7.                                      
Tenant shall be
granted an option to renew for a two (2) year period upon at least nine (9)
months advance written notice to the Landlord. Base Rent in the first year
shall be at 104% of the previous year’s Base Rent. Subsequent years shall
escalate at a fixed four percent (4%) per annum.


 


 


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8.                                      
This Lease and the
Exhibit attached hereto and forming a part thereof, as if fully set forth
herein, constitute all the covenants, promises, agreements, conditions and
understandings between Landlord and Tenant concerning the Premises and the
Building and there are no covenants, promises, conditions or understandings,
either oral or written, between them other than are herein set forth. Neither
Landlord or Landlord’s agents have made nor shall be bound to any
representations with respect to the Premises or the Building except as herein
expressly set forth, and all representations, either oral or written, shall be
deemed to be merged into this Lease. Except as herein otherwise provided, no
subsequent alteration, change or addition to this Lease shall be binding upon
Landlord or Tenant unless reduced to writing and signed by them.


 


9.                                      
Except as expressly
set forth herein, the Lease shall remain in full force and effect, in
accordance with its terms, covenants and conditions, which are hereby
reaffirmed.


 


IN WITNESS WHEREOF,
Landlord and Tenant have executed this FIRST AMENDMENT TO LEASE as of the date
set forth in the first paragraph above.


 


	
  Witness:

  	
  Landlord:

  
	
   

  	
   

  
	
  [ILLEGIBLE]

  	
   

  	
  UNUM LIFE INSURANCE
  COMPANY OF AMERICA

  
	
   

  	
   

  
	
  [ILLEGIBLE]

  	
   

  	
  By:

  	
  /s/ Shelley Stuart
  Carvel

  
	
   

  	
   

  	
  Name:  Shelley
  Stuart Carvel

  
	
   

  	
   

  	
  Assistant Vice
  President

  
	
   

  	
   

  
	
  Witness:

  	
  Tenant:

  
	
   

  	
   

  
	
  [ILLEGIBLE]

  	
   

  	
  INFORMATION SERVICES
  EXTENDED, INC.

  
	
   

  	
   

  
	
  [ILLEGIBLE]

  	
   

  	
  By:

  	
  /s/ Kenneth L. Mayer

  
	
   

  	
   

  	
  Name:  Kenneth L.
  Mayer

  
	
   

  	
   

  	
  Title:  Dir. of
  Operations

  



 


 


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