Exhibit 10.22


    CNL
      CENTER II

     

    CNL
      CENTER TOWER II

     

    OFFICE
      LEASE AGREEMENT

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    

      
        	
                Landlord:

              	
                CNL
                  Plaza II, Ltd.

              
	
                 

                Tenant:

              	
                 

                CNL
                  Hospitality Corp.

              
	
                 

                Building:

              	
                 

                CNL
                  Center Tower II

              
	
                 

                Suite:

              	
                 

                700

              
	
                 

                Sq.
                  Ft.:

              	
                 

                40,776
                  Rentable Square Feet

              
	
                 

                Term:

                 

              	
                 

                Ten
                  (10) years (120 months)

                 

              


      

    

     



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    CNL
      CENTER TOWER II

     

    OFFICE
      LEASE AGREEMENT

     

     

    LANDLORD: CNL
      PLAZA
      II, LTD.

     

    TENANT: CNL
      HOSPITALITY CORP.

     

    
       

    

    

      
        	
                 

                INDEX

              	 
	 	
                 

                Page

              
	
                PREMISES
                  

              	
                1

              
	
                TERM
                  

              	
                1

              
	
                BASE
                  RENT 

              	
                2

              
	
                INCREASES
                  IN BASE RENT 

              	
                2

              
	
                REIMBURSEMENT
                  FOR INCREASES IN OPERATING 

              	 
	
                EXPENSES
                  AND TAXES 

              	
                2

              
	
                USE
                  

              	
                3

              
	
                TENANT’S
                  CARE 

              	
                3

              
	
                SERVICES
                  

              	
                4

              
	
                DESTRUCTION
                  OR DAMAGE TO PREMISES 

              	
                5

              
	
                DEFAULT
                  BY TENANT - LANDLORD’S REMEDIES 

              	
                5

              
	
                ASSIGNMENT
                  AND SUBLETTING 

              	
                6

              
	
                CONDEMNATION
                  

              	
                6

              
	
                INSPECTION
                  

              	
                7

              
	
                SUBORDINATION
                  

              	
                7

              
	
                INDEMNITY;
                  INSURANCE 

              	
                7

              
	
                RIGHTS
                  CUMULATIVE 

              	
                8

              
	
                HOLDING
                  OVER 

              	
                8

              
	
                ENTIRE
                  AGREEMENT - NO WAIVER 

              	
                8

              
	
                HEADINGS
                  

              	
                8

              
	
                NOTICES
                  

              	
                8

              
	
                HEIRS,
                  SUCCESSORS AND ASSIGNS-PARTIES 

              	
                9

              
	
                ATTORNEY
                  FEES 

              	
                9

              
	
                TIME
                  OF ESSENCE 

              	
                9

              
	
                SECURITY
                  DEPOSIT 

              	
                9

              
	
                COMPLETION
                  OF THE PREMISES 

              	
                9

              
	
                PARKING
                  ARRANGEMENTS 

              	
                9

              
	
                RULES
                  AND REGULATIONS 

              	
                10

              
	
                RIGHT
                  TO RELOCATE 

              	
                10

              
	
                LATE
                  PAYMENTS 

              	
                10

              
	
                ESTOPPEL
                  CERTIFICATE 

              	
                10

              
	
                SEVERABILITY
                  AND INTERPRETATION 

              	
                10

              
	
                MULTIPLE
                  TENANTS 

              	
                10

              
	
                FORCE
                  MAJEURE 

              	
                10

              
	
                QUIET
                  ENJOYMENT 

              	
                10

              
	
                BROKERAGE
                  COMMISSION 

              	
                10

              
	
                LIMITATION
                  OF LIABILITY 

              	
                11

              
	
                ORIGINAL
                  INSTRUMENT 

              	
                11

              
	
                FLORIDA
                  LAW 

              	
                11

              
	
                NO
                  RECORDATION OF LEASE 

              	
                11

              
	
                TELECOMMUNICATIONS
                  SERVICE PROVIDERS 

              	
                11

              
	
                HAZARDOUS
                  MATERIALS 

              	
                11

              
	
                AIR
                  QUALITY 

              	
                11

              
	
                RADON
                  GAS 

              	
                11

              
	
                WAIVER
                  OF JURY TRIAL 

              	
                12

              
	
                COMPLIANCE
                  WITH THE AMERICANS WITH DISABILITIES ACT

              	
                12

              
	
                LEASE
                  BINDING UPON DELIVERY; NO OPTION 

              	
                12

              
	
                LANDLORD’S
                  LIEN 

              	
                12

              
	
                GUARANTY
                  

              	
                12

              
	
                RIGHT
                  OF FIRST OFFER FOR ADDITIONAL SPACE 

              	
                12

              
	
                RELOCATION
                  EXPENSES 

              	
                12

              
	
                 

                EXHIBIT
                  “A” - FLOOR PLAN

              	 
	
                 

                EXHIBIT
                  “B” - COMPLETION OF THE PREMISES

              	 
	
                 

                EXHIBIT
                  “C” - COMMENCEMENT DATE AGREEMENT AND ACCEPTANCE OF PREMISES
                  

              	 
	
                 

                EXHIBIT
                  “D” - RULES AND REGULATIONS

              	 
	
                 

                EXHIBIT
                  “E” - DESCRIPTION OF THE PROPERTY 

              	 
	
                 

                EXHIBIT
                  “F” - SCHEDULE OF BASE RENT 

              	 
	
                 

                EXHIBIT
                  “G” - OPTION TO RENEW

              	 


      

    

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    LEASE
      AGREEMENT

     

    FOR
      OFFICE FACILITIES

     

    THIS
      LEASE (the “Lease”),
      made
      as
      of November 23, 2005, by and between CNL PLAZA II, LTD., a Florida limited
      partnership (herein
      called “Landlord”), having its address as c/o 450 South Orange Avenue, Orlando,
      Florida 32801, and CNL HOSPITALITY CORP, a
      Florida
      corporation (herein called “Tenant”), whose address is 450 South Orange Avenue,
      12th Floor, Orlando, Florida 32801.

     

    WITNESSETH:

     

    PREMISES

     

    1. Landlord
      hereby leases to Tenant and Tenant hereby rents and leases from Landlord the
      following described space, herein called “Premises”:

     

    Tenant’s
      Rentable Area:  Agreed
      to
      be by Landlord and Tenant, for purposes of this Lease, 40,776 rentable square
      feet, which includes
      Tenant’s share of common area facilities of the Building (including pedestrian
      bridges, pedestrian
      tunnels
      and loading docks which serve the Building).

     

    Floor: 6
&
      7 Suite:
      700 located at:

     

    Building: CNL
      Center Tower II (herein called “Building”)

     

    Total
      Building Rentable Area: 274,946
      rentable square feet, which includes common area facilities of the
      Building

     

    Property: All
      that
      tract or parcel of land in Orange County, Florida, more particularly described
      on Exhibit “E” attached hereto and by this reference incorporated
      herein

     

    Address: 420
      South
      Orange Avenue, Orlando, Florida 32801

     

    The
      Premises are more particularly shown on the floor plans attached hereto as
      Exhibit “A” and made a part hereof. The Premises shall include the appurtenant
      right to the use, in common with others, of lobbies, entrances, stairs,
      corridors, elevators, bridges, tunnels and other public portions of the
      Building. All the windows and outside walls of the Premises, and any space
      in
      the Premises used for shafts,
      pipes, conduits, ducts, electric or other utilities, sinks or other Building
      facilities, and the use thereof and access thereto through the
      Premises
      for the purposes of operation, maintenance and repairs, are reserved to
      Landlord. Neither Landlord nor Landlord’s agents have made any representations,
      warranties or promises with respect to the physical condition of the Building,
      the Property, or the Premises,
      or any matter or thing affecting or related to the Premises except as expressly
      set forth in this Lease. The estimates of Rentable
      Area set
      forth above with respect to the Premises and the Building, respectively, may
      be
      revised, at Landlord’s election, if Landlord’s architect determines such
      estimates to be inaccurate after the examination of the final drawings of the
      Premises and the Building. If it is determined that the Rentable Area of the
      Building or the Premises is different from that set forth above, then the
      Rentable Area of the Building or the Premises, as applicable, shall be adjusted
      upward or downward accordingly, and Base Rent and any construction allowances
      shall also be adjusted accordingly. If such remeasurement shall not be
      undertaken on or before the Commencement Date, as
      herein
      defined, then the Rentable Area calculations set forth above shall be
      conclusively binding upon Landlord and Tenant, and neither Landlord nor Tenant
      shall have any further right to remeasure the Premises or the Building after
      such date.

     

    TERM

     

    2. A. Landlord
      shall construct or install in the Premises the improvements to be constructed
      or
      installed by Landlord pursuant to the provisions of Exhibit “B” attached hereto
      and made a part hereof, if any. The term of this Lease (herein called “Lease
      Term”) shall commence
      (the date of such commencement being herein called the “Commencement Date’) on
      the later of: (i) March 1, 2006, or (ii) the date
      on
      which Landlord’s architect supervising construction of such improvements shall
      certify in writing to Landlord and Tenant that such improvements
      have been substantially completed, provided, however, if Landlord shall be
      delayed in substantially completing said work for
      any of
      the reasons set forth in Paragraph 5 of Exhibit “B”, then the Commencement Date
      shall be accelerated by the number of days of such
      delay. For purposes hereof, the Premises shall be deemed substantially completed
      when all areas can be safely occupied and only
      punchlist work remains to be performed, and a Certificate of Occupancy has
      been
      issued for the Building and the Premises by the appropriate
      regulatory agencies. However, if Tenant is responsible for the construction
      of
      the Premises and the obtaining of a Certificate of
      Occupancy for the Premises, Tenant shall promptly apply for such Certificate
      of
      Occupancy and proceed with due diligence until such Certificate
      of Occupancy is obtained. Unless sooner terminated as herein provided, the
      Lease
      Term shall expire ten (10) years after the
      Commencement Date.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    B. If
      Landlord, for any reason whatsoever, cannot deliver possession of the Premises
      (with the improvements to be installed or constructed pursuant to Exhibit “B”
substantially complete) to Tenant at the Commencement Date, this Lease shall
      not
      be void or voidable,
      nor
      shall Landlord be liable to Tenant for any loss or damage resulting therefrom,
      but in that event, provided the delay is not due to
      any of
      the reasons set forth in Paragraph 5 of Exhibit “B” attached hereto, Rent (as
      that term is hereinafter defined) shall be waived for
      the
      period between the Commencement Date and the time when Landlord can deliver
      possession (herein called the “Delayed Commencement Date”). A delay in delivery
      of possession shall extend the Lease Term a like amount of time.

     

    C. Within
      a
      reasonable time of the Premises being ready for occupancy by Tenant, Landlord
      shall furnish to Tenant a Commencement Date Agreement in the form attached
      as
      Exhibit “C” and made a part hereof, said Agreement setting forth the specific
      Commencement Date (and the Delayed Commencement Date, if appropriate) for this
      Lease as hereinabove determined. Tenant shall execute the “Acknowledgment by
      Tenant” attached to the Commencement Date Agreement and immediately return a
      signed copy to Landlord.

     

    D. For
      purposes of this Lease the term “Rent Commencement Date” shall mean the
      Commencement Date, unless there is to be a waiver of Rent until the Delayed
      Commencement Date pursuant to Paragraph 2.B. above, in which event it shall
      mean
      the Delayed Commencement Date. As of the Rent Commencement Date, Tenant takes
      and accepts from Landlord the Premises upon the terms and conditions herein
      contained, in its then condition, Tenant agreeing that such condition is suited
      for the uses intended by Tenant. This Lease shall be effective and enforceable
      as between the parties hereof upon its execution and delivery, regardless of
      whether such execution and delivery occurs on, prior to or after the
      Commencement Date.

     

    BASE
      RENT

     

    3. Based
      upon the Premises containing 40,776 rentable square feet, Tenant shall pay
      to
      Landlord the sum of One Million One Hundred Thirty One Thousand Five Hundred
      Thirty Four and No/100 Dollars ($1,131,534.00), subject to adjustment as set
      forth in Paragraph 4 hereof, in respect of each year of the Lease Term as Base
      Rent for the Premises (such amount being $94,294.50 per month),
      commencing on the Rent Commencement Date and continuing on the first day of
      each
      and every calendar month thereafter during
      the Lease Term. Such amounts shall be appropriately modified if the size of
      the
      Premises is changed as provided herein. If either the
      Lease
      Term or Base Rent commences on a day other than the first day of a calendar
      month or ends on a day other than the last day of
      a
      calendar month, then the Base Rent for the fractional month shall be
      appropriately prorated. “Rent” (which term shall include Base Rent
      as
      defined in Paragraphs 3 and 4 hereof and Additional Rent as described in
      Paragraph 5 hereof and elsewhere) shall be paid to Landlord,
      without deduction or offset, in lawful money of the United States of America
      at
      450 South Orange Avenue, Orlando, Florida,
      32801,
      or to such other person or at such other place as Landlord may from time to
      time
      designate in writing.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Tenant
      agrees to pay the Florida Sales Tax or any other applicable taxes on all Rent
      (whether Base Rent, rental escalation, reimbursement of expenses or otherwise)
      payable hereunder.

     

    It
      is
      further understood and agreed that Tenant’s payments of Additional Rent shall
      not be deemed payments of Base Rent as that term
      is
      construed relative to governmental wage and price controls or analogous
      governmental actions affecting the amount of rental which
      Landlord may charge Tenant. In no event shall any such controls or actions
      result in reduction of the Base Rent or Additional Rent.

     

    INCREASES
      IN BASE RENT

     

    4. Tenant’s
      Base Rent shall increase from time to time during the Lease Term as set forth
      in
      Exhibit “F” attached hereto and made a part hereof. Exhibit “F” is based upon
      the Premises
      containing 40,776 rentable square feet, but all numbers on such Exhibit shall
      be
      appropriately modified if the size of the Premises is changed as provided
      herein.

     

    REIMBURSEMENT
      FOR INCREASES IN OPERATING EXPENSES AND TAXES

     

    5. A. The
      Base
      Rent provided for herein is based, in part, upon Landlord’s estimate
      of
“Operating Costs,” as hereinafter defined, of repairing, maintaining, and
      operating the Building and Property during each calendar year of the
      Term.

     

    The
      “Initial Operating Costs” are stipulated to be the actual Operating Costs per
      square foot for calendar year 2006 multiplied by the number of square feet
      in
      the Total Building Rentable Area.

     

    B. The
      term
“Operating Costs” shall mean all operating expenses of the Property and Building
      which shall be computed on the accrual basis and which shall include all
      expenses, costs, and disbursements of every kind and nature, which Landlord
      shall pay or become obligated to pay because of or in connection with the
      ownership and operation of the Property, including, but not limited to, the
      following:

     

    (i) Wages
      and
      salaries of all employees engaged in the operation and maintenance of the
      Property and Building, including taxes, insurance and benefits relating
      thereto;

     

    (ii) All
      supplies and materials used in the operating and maintenance of the Property
      and
      Building;

     

    (iii) Cost
      of
      water, sewage, power, heating, lighting, air conditioning, chilled water,
      ventilating, and other utilities furnished in connection with the operation
      of
      the Building;

     

    (iv) Cost
      of
      all service agreements and maintenance for the Property and Building and the
      equipment therein, including, but not limited to, security services, alarm
      services, window cleaning, janitorial service, HVAC maintenance,
      elevator maintenance, and grounds maintenance; provided, however, that special
      security or alarm
      services
      for a specific tenant’s needs (such as a bank) shall not be included in
      Operating Costs;

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (v) Cost
      of
      all insurance relating to the Property and Building including without limitation
      the cost of casualty and liability insurance applicable to the Property and
      Building and Landlord’s personal property located on the Property or in the
      Building and used in connection therewith;

     

    (vi) All
      taxes
      (ad valorem and otherwise), assessments, and governmental charges whether
      Federal, State, County, or Municipal and whether by taxing districts or
      authorities presently taxing the Property and Building or by others,
      subsequently created or otherwise, and any other taxes (other than Federal
      and
      State income taxes) and assessments attributable to the Property and Building
      or
      its operation;

     

    (vii) Cost
      of
      repairs and general maintenance of the interior common areas and exterior of
      the
      Property and Building (including glass breakage), circular drive and other
      drives, and landscaping;

     

    (viii) A
      reasonable management fee for general operation and management of the Property
      and Building; and

     

    (ix) A
      reasonable amortization cost due to any capital expenditures incurred to reduce
      or limit operating expenses of the Property and Building, or which may be
      required by governmental authority pursuant to requirements created after the
      date of this Lease, or by Landlord’s insurance carrier.

     

    For
      purposes of this Paragraph 5.B, the term “Building” shall include pedestrian
      bridges, pedestrian tunnels and loading docks which serve the
      Building.

     

    Expressly
      excluded from the definition of the term “Operating Costs” are:

     

    
      	(i)  	
              Replacement
                of capital investment items (excepting those expenditures referred
                to
                above); 

            


    

     

    
      	(ii)  	
              Landlord’s
                home office expense;

            


    

     

    (iii) Leasing
      commissions;

     

    (iv) Specific
      costs billed to and paid by specific tenants or other third
      parties;

     

    (v) Depreciation;

     

    (vi) Principal,
      interest, and other costs directly related to financing the
      Building;

     

    (vii) The
      cost
      of any repairs or general maintenance paid by the proceeds of insurance policies
      carried by Landlord on the Property and Building; and

     

    (viii) Any
      expenses or costs incurred by Landlord which were created by Landlord’s own
      negligence or own misconduct, including any costs for which Landlord is required
      to indemnify Tenant pursuant to Paragraph 15 below.

     

    C. The
      term
“Tenant’s Share” shall mean the proportion that Tenant’s Rentable Area bears to
      Total Building Rentable Area.

     

    D. On
      or
      about January 1 of each calendar year after the calendar year in which this
      Lease commences (“Initial Calendar Year”) (or as soon thereafter as practical),
      Landlord shall provide Tenant with a comparison of the Initial Operating Costs
      and the projected Operating Costs (the “Projected Operating Costs”) for such
      current calendar year, and Tenant shall thereafter pay, as “Additional Rent”,
      Tenant’s Share of any projected increase in Landlord’s Projected Operating Costs
      for operating the Property and Building that exceeds the Initial Operating
      Costs; same being payable in advance on a monthly basis by way of paying 1/12th
      of such projected increase during each month of such respective calendar year.
      If Landlord has not furnished Tenant such comparison by January
      1, Tenant shall continue to pay on the basis of the prior year’s estimate until
      the month after such comparison is given. Landlord
      shall,
      within a period of one hundred twenty (120) days (or as soon thereafter as
      practical) after the close of each such respective calendar
      year following the Initial Calendar Year of occupancy provide Tenant an audited
      statement of such year’s actual Operating Costs
      (“Actual
      Operating Costs”) compared to the Initial Operating Costs. If the Actual
      Operating Costs for such year are greater than the Projected
      Operating Costs for such year, Tenant shall pay Landlord, within thirty (30)
      days of such statement’s receipt, Tenant’s Share of the
      difference thereof. If such year’s Projected Operating Costs are greater than
      the Actual Operating Costs for such year, Landlord shall credit
      Tenant, within thirty (30) days of such statement issuance, Tenant’s Share of
      the difference between the Projected Operating Costs
      and the
      Actual Operating Costs, with such credit to be applied to any rent or other
      charges next due under this Lease. In the event the Building
      is not fully occupied during any calendar year of the Lease Term, the Initial
      Operating Costs and/or the Actual Operating Costs,
      as
      applicable, shall be determined as if the Building had been fully occupied
      during such calendar year. Notwithstanding the foregoing, Tenant’s
      share of the Actual Operating Costs for each year shall not increase by more
      than five percent (5%) per year, on a cumulative
      basis,
      with respect only to “controllable” Operating Costs. For purposes hereof,
“controllable” Operating Costs shall include all Operating Costs (including
      without limitation, management fees) except for the following costs: real estate
      taxes and assessments, insurance premiums and utility costs.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    E. Anything
      herein to the contrary notwithstanding, in no event shall the Base Rent as
      set
      forth in Paragraph 3 ever be reduced.

     

    F. Should
      this Lease commence or terminate at any time other than the first day of a
      calendar year the amount of Additional Rent due from Tenant shall be
      proportionately adjusted based on that portion of the year that this Lease
      was
      in effect.

     

    G. Tenant
      shall have the right to have Landlord’s books and records pertaining to
      Operating Costs for any year during the Lease Term reviewed, copied and audited
      (“Tenant’s Audit”) provided that (i) such right shall not be exercised more than
      once during any calendar year; (ii) if Tenant elects to conduct Tenant’s Audit,
      Tenant shall provide Landlord with written notice thereof no later than thirty
      (30) days following Tenant’s receipt of Landlord’s statement of Operating Costs
      for the year to which Tenant’s Audit will apply; (iii) Tenant shall have no
      right to conduct Tenant’s Audit if Tenant is, either at the time Tenant forwards
      Landlord written notice that Tenant’s Audit will be conducted or at any time
      during Tenant’s Audit, then in default under this Lease; (iv) conducting
      Tenant’s Audit shall not relieve Tenant from the obligation to pay Tenant’s
      Share of Operating Costs, as billed by Landlord, pending the outcome of such
      audit; (v) Tenant’s right to conduct such audit for any calendar year shall
      expire ninety (90) days following Tenant’s receipt of Landlord’s statement of
      Operating Costs for such year, and if Landlord has not received written notice
      of such audit within such thirty (30) day period set forth in subparagraph
      (ii)
      above, Tenant shall have waived its right to conduct Tenant’s Audit for such
      calendar year; (vi) Tenant’s Audit shall be conducted by a Certified Public
      Accountant not employed by or otherwise affiliated with Tenant, except to the
      extent that such accountant has been engaged by Tenant to conduct Tenant’s
      Audit; (vii) Tenant’s Audit shall be conducted at Landlord’s office where the
      records of the year in question are maintained by Landlord, during Landlord’s
      normal business hours; and (viii) Tenant’s Audit shall be conducted at Tenant’s
      sole cost and expense. If Tenant’s Audit proves that Tenant has been overcharged
      with respect to Operating Costs by more than five percent (5%), Landlord shall
      pay for the reasonable cost of Tenant’s Audit.

     

    USE

     

    6. Tenant
      shall use and occupy Premises as general business or professional offices only.
      No other use is permitted hereunder unless specifically approved in writing
      by
      Landlord. Tenant’s use of such specific Premises shall not violate any
      ordinance, law or regulation of any governmental body or the “Rules and
      Regulations” of Landlord as set forth in Exhibit “D” attached hereto and made a
      part hereof and any changes thereto.

     

    TENANT’S
      CARE

     

    7. A. Tenant
      will take good care of Premises and the fixtures and appurtenances therein,
      and
      will suffer no active or permissive waste or injury thereof, and Tenant’s
      responsibilities in conjunction therewith shall include, but not be limited
      to,
      the cleaning of window coverings, the shampooing of the carpeting located in
      the
      Premises, as well as the regular painting and repair of the Premises so as
      to
      maintain the Premises in a first-class condition. All such repair work,
      maintenance and any alterations permitted by Landlord shall be done at Tenant’s
      expense by Landlord’s employees or, with Landlord’s express written consent,
      such consent not to be unreasonably withheld, by persons requested by Tenant
      and
      authorized in writing by Landlord. Tenant shall, at Tenant’s expense, but under
      the direction of Landlord and performed by Landlord’s employees, or with
      Landlord’s express written consent, by persons requested by Tenant
      and authorized in writing by Landlord, promptly repair any injury or damage
      to
      Premises or Building caused by misuse or neglect
      thereof
      by Tenant, or by persons permitted on Premises by Tenant, or by Tenant moving
      in
      or out of Premises.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    B. Tenant
      will not, without Landlord’s written consent, make alterations, additions or
      improvements in or about the Premises and will not do anything to or on the
      Premises which will increase the rate of fire insurance on the Building. All
      alterations, additions or improvements
      of a permanent nature made or installed by Tenant to the Premises shall become
      the property of Landlord at expiration of this
      Lease, but Landlord reserves the right to require Tenant to remove any
      unapproved improvements or additions made to the Premises by
      Tenant
      and to repair and restore Premises to their condition prior to such alteration,
      addition or improvement. Tenant further agrees to
      do so
      prior to the expiration of the Lease Term.

     

    C. No
      later
      than the last day of the Lease Term, Tenant will remove all Tenant’s personal
      property and repair all injury done by or in connection with installation or
      removal of said property and surrender Premises (together with all keys to
      Premises and/or the Building and access cards to the facility) in as good a
      condition as they were at the beginning of the Lease Term, reasonable wear
      excepted.
      All property of Tenant remaining on Premises after expiration of the Lease
      Term
      shall be deemed conclusively abandoned and
      may be
      removed by Landlord, and Tenant shall reimburse Landlord for the cost of
      removing the same, subject however, to Landlord’s right
      to
      require Tenant to remove any improvements or additions made to Premises by
      Tenant pursuant to the preceding Sub-Paragraph
      B;
      provided, however, that Tenant’s obligation to remove any improvements or pay
      for the cost of any removal shall be limited to unapproved improvements and
      approved improvements which are not reasonably useful to a subsequent
      tenant.

     

    D. In
      doing
      any work related to the installation of Tenant’s furnishings, fixtures, or
      equipment that must be attached to the floors,
      ceilings or walls, or that require installation of electrical wires or cable
      within walls in the Premises, Tenant will use only contractors 
      

or
      workmen approved by Landlord in writing. Landlord may condition its approval
      upon its receipt of acceptable lien waivers from such contractors or workmen.
      Tenant shall promptly remove any lien for material or labor claimed against
      Premises by such contractors or workmen if such claim should arise, and hereby
      agrees to indemnify and hold Landlord harmless from and against any and all
      costs, expenses or liabilities (including attorneys’ fees and related fees and
      costs) incurred by Landlord as a result of such liens.

     

    E. Tenant
      shall not place nor maintain any food or drink coin operated vending machines
      within Premises or Building without the written consent of Landlord, such
      consent not to be unreasonably withheld. Such consent shall not preclude
      Landlord from charging Tenant for utility costs therefor.

     

    F. Tenant
      agrees that all personal property brought into the Premises by Tenant, its
      employees, licensees and invitees shall be at the sole risk of Tenant; and
      Landlord shall not be liable for theft thereof or of money deposited therein
      or
      for any damages thereto, such theft or damage being the sole responsibility
      of
      Tenant.

     

    G. Tenant
      shall obtain Landlord’s consent, such consent not to be unreasonably withheld,
      as to the location or relocation within the Premises of any heavy objects or
      furnishings such as file cabinets, vending machines, etc., as not to cause
      damage to the Building.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SERVICES

     

    8. A. Provided
      Tenant is not in default under this Lease, Landlord shall furnish the following
      services at its expense:

     

    (i) Elevator
      service for passenger and delivery needs.

     

    (ii) Subject
      to government regulations, air conditioning and heat at temperature levels
      similar to other first class office buildings in the Orlando area but consistent
      with all Federal and local energy conservation regulations.

     

    (iii) Running
      water for all restrooms and lavatories and other areas requiring running water
      as specified in the approved plans, or subsequent improvements approved by
      Landlord.

     

    (iv) Restrooms,
      including the furnishing of soap, paper towels, and toilet tissue.

     

    (v) Janitorial
      service, similar to that provided in comparable buildings, including sanitizing,
      dusting, cleaning, mopping, vacuuming, and trash removal, each Monday through
      Friday plus floor waxing and polishing, window washing, and venetian blind
      cleaning as determined by Landlord.

     

    (vi) Electric
      power, for small desk-top type machines or hand held devices, such as
      typewriters, adding machines, recording machines, desktop computers and
      accessories, normally used in business offices. Tenant acknowledges that certain
      computer equipment beyond that which is considered normal in an average business
      office may require additional electric power and Tenant may be charged
      additionally for such usage.

     

    (vii) Electric
      lighting, suitable for normal office work at desk height except in corridors,
      common areas, parking facilities or storage areas, and including the replacement
      of Building Standard lamps and ballasts as needed.

     

    (viii) Repairs
      and maintenance, for maintaining in good order at all times the exterior walls,
      windows, doors, and
      roof
      of the Building, public corridors, stairs, elevators, storage rooms, restrooms,
      the heating, ventilating and air
      conditioning systems, electrical and plumbing systems of the Building, and
      the
      walks, paving and landscaping surrounding the Building. Tenant shall be
      responsible for damage other than normal wear and tear to the Premises when
      caused by Tenant’s usage and occupancy of Premises.

     

    (ix) Grounds
      care, including the sweeping of walks and parking areas and the maintenance
      of
      landscaping in an attractive manner.

     

    (x) Fire
      and
      extended coverage insurance to protect Landlord’s interest in the
      Building.

     

    (xi) General
      management, including supervision, inspections and management
      functions.

     

    (xii) Maintenance
      of building security system typical of first-class office buildings in the
      Orlando area.

     

    B. The
      services provided for in Paragraph 8.A. herein, and the amount of Rent
      prescribed herein are predicated on and are in anticipation of certain usage
      of
      the Premises by Tenant as follows:

     

    (i) Services
      shall be provided for the Building during normal business hours established
      in
      other first class office buildings in the Orlando area and initially shall
      be:
      from 7:00 A.M. to 7:00 P.M. on Mondays through Fridays, and from 7:00 A.M.
      to
      2:00 P.M. on Saturday, except for national holidays as defined in the Rules
      and
      Regulations.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii) Air
      conditioning design is based upon:

     

    (a) sustained
      outside temperatures being no higher than 92E Fahrenheit and no lower than
      40E
      Fahrenheit,

     

    (b) sustained
      occupancy of the Premises by no more than one person per 100 square feet of
      floor area, and

     

    (c) heat
      generated by a connected load not to exceed 6 watts per square foot of floor
      area. For purposes here, “connected load” includes all the electrical
      consumption within the Premises whether by lighting, hard-wired fixtures or
      plug-in equipment (including all desk top machines, hand held devices,
      computers, calculators and other similar business equipment) whether owned
      by
      Landlord or Tenant.

     

    C. If
      Tenant
      uses services in an amount or for a period in excess of that provided for
      herein, then Landlord reserves the right to charge Tenant, as Additional Rent,
      a
      reasonable sum as reimbursement for the direct cost of such added services,
      and
      Landlord reserves
      the right to install separate metering devices for the purpose of determining
      such excessive periods and/or amounts at Tenant’s
      expense.
      In the event of disagreement as to the reasonableness of such additional charge,
      the opinion of the appropriate local utility company
      or an independent professional engineering firm shall prevail. The initial
      charge for after hours air conditioning shall be $25 per
      hour per
      floor. If Landlord reduces such services, and such reduction selected by
      Landlord is reasonable, Tenant shall have no claim against
      Landlord for such reduction. No reduction in services by Landlord shall result
      in a reduction of air conditioning and heating to the Premises,
      nor shall any such reduction prevent Tenant from having air conditioning and
      heating to the Premises at any hour requested by
      Tenant
      as provided herein.

     

    D. Landlord
      shall not be liable for any damages directly or indirectly resulting from the
      installation, use, malfunction, or interruption of use of any equipment in
      connection with the furnishing of services referred to herein, and particularly
      any interruption in services by any cause beyond the immediate control of the
      Landlord; but Landlord shall exercise due care in furnishing adequate and
      uninterrupted services. Without limitation on the foregoing, under no
      circumstances shall landlord incur liability for damages caused directly or
      indirectly by any malfunction of a computer system or systems within the
      Building resulting from or arising out of the failure or malfunction of any
      electrical, air-conditioning or other system serving the Building.
      Notwithstanding the foregoing, if air conditioning or heating
      services to the Building are interrupted for more than three (3) consecutive
      days, rent shall be abated commencing with the fourth
      day
      until such time as such services are restored to the Building. Interruption
      of
      air conditioning or heating services to the Building following a casualty shall
      be covered by the terms of Paragraph 9 below.

     

    E. The
      utility company presently selected by Landlord to provide electricity service
      for the Building is Orlando Utilities Commission (the “Electric Service
      Provider”). If permitted by law, Landlord shall have the right at any time and
      from time to time during the Lease Term to either contract for service from
      a
      different company or companies providing electricity service (each such company
      being referred to as an “Alternate Service Provider”) or continue to contract
      for service from the Electric Service Provider. Tenant shall cooperate with
      Landlord, the Electric Service Provider and any Alternate Service Provider
      at
      all times, and, as reasonably necessary, shall allow Landlord, Electric Service
      Provider, and any Alternate Service Provider reasonable access to the Building’s
      electric lines, feeders, risers, wiring and any other machinery within the
      Premises.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    DESTRUCTION
      OR DAMAGE TO PREMISES

     

    9. A. If
      the
      Premises or the Building are totally destroyed (or so substantially
      damaged
      as to be untenantable in the reasonable determination
      by the Landlord) by storm, fire, earthquake, or other casualty, Rent shall
      abate
      from the date of such damage or destruction
      and
      Landlord shall have the option to

     

    (i) cancel
      this Lease as of the date of the occurrence of the fire or other casualty by
      giving written notice to the Tenant within sixty (60) days from the date of
      such
      damage or destruction, or

     

    (ii) commence
      the restoration of the Premises within ninety (90) days from the date of the
      casualty.

     

    In
      the
      event the Landlord fails to complete such restoration of the Premises to a
      tenantable condition within one hundred eighty (180) days after the date of
      the
      casualty, this Lease may be terminated as of the date of such casualty upon
      written notice from either party to the
      other
      given not more than ten (10) days following the expiration of said one hundred
      eighty (180) day period. In the event such notice
      is not
      given, then this Lease shall remain in force and effect and Rent shall commence
      upon delivery of the Premises to Tenant in a tenantable condition. In the event
      such damage or destruction occurs within six (6) months of the expiration of
      the
      Lease Term, Tenant may,
      at
      its option on written notice to Landlord within thirty (30) days of such
      destruction or damage, terminate this Lease as of the date of
      such
      destruction or damage.

     

    B. If
      the
      Premises are damaged but not rendered wholly untenantable by any of the events
      set forth in Sub-Paragraph A above,
      Rent shall abate in such proportion as the Premises have been damaged and
      Landlord shall restore the Premises as speedily as
      practicable, whereupon full Rent shall commence.

     

    C. In
      no
      event shall Rent abate if the damage or destruction of the Premises, whether
      total or partial, is the result of the negligence of Tenant, its agents,
      employees, guests or invitees.

     

    DEFAULT
      BY TENANT - LANDLORD’S REMEDIES

     

    10. A.
      The
      occurrence of any of the following shall constitute an event of default
      hereunder by Tenant:

     

    (i) The
      Rent
      payable under the Lease (including any Additional Rent) or any other sum of
      money due hereunder is not paid when due;

     

    (ii) The
      Premises are deserted, vacated, or not used as regularly or consistently as
      would normally be expected for similar premises put to the same or similar
      purposes as set forth in Paragraph 6 above, unless any such vacancy is approved
      by Landlord, even though the Tenant continues to pay the stipulated Rent, and
      Tenant does not cure such default within thirty (30) days after notice from
      Landlord to Tenant;

     

    (iii) Any
      petition is filed by or against Tenant under any section or chapter of the
      National or Federal Bankruptcy
      Act or any other applicable Federal or State bankruptcy, insolvency or other
      similar law, and, in the case
      of a
      petition filed against Tenant, such petition is not dismissed within sixty
      (60)
      days after the date of such filing;

     

    (iv) [Intentionally
      Deleted]

     

    (v) Tenant
      fails to remove any lien filed against the Premises or the Building by reason
      of
      Tenant’s actions within fifteen (15) days after any such filing;

     

    (vi) Tenant
      shall make an assignment for benefit of creditors;

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (vii) A
      receiver is appointed for any of Tenant’s assets and such appointment is not
      rescinded within sixty (60) days after such appointment; or

     

    (viii) Tenant
      fails to observe, perform and keep each and every of the covenants, agreements,
      provisions, stipulations and conditions herein contained to be observed,
      performed and kept by Tenant (other than payment of Rent) and persists in such
      failure after thirty (30) days notice by Landlord requiring that Tenant remedy,
      correct, desist
      or
      comply (or if any such breach would reasonably require more than thirty (30)
      days to rectify, unless Tenant
      commences rectification within the thirty (30) day notice period and thereafter
      promptly and effectively and continuously proceeds with the rectification of
      the
      breach and, in all such events, cures such breach no later than sixty (60)
      days
      after such notice).

     

    B. Upon
      the
      occurrence of an event of default, provided Tenant does not cure said default
      within the period of time allowed for cure as set forth above, if any, Landlord
      shall have the option to do and perform any one or more of the following in
      addition to, and not in limitation of, any other remedy or right permitted
      it by
      law or by this Lease:

     

    (i) Terminate
      this Lease, in which event Tenant shall immediately surrender the Premises
      to
      Landlord, but if Tenant shall fail to do so, Landlord may, without further
      notice and without prejudice for any other remedy Landlord may have for
      possession or arrearage in Rent, enter upon the Premises and expel or remove
      Tenant and Tenant’s effects, without being liable to prosecution or any claim
      for damages therefor; and Tenant agrees to indemnify Landlord
      for all loss and damage which Landlord may suffer by reason of such termination,
      whether through inability
      to relet
      the Premises, or through decrease in Rent, or otherwise; and/or

     

    (ii) Declare
      the entire amount of Rent (including Additional Rent) calculated on the
      then-current rate being paid
      by
      Tenant, and other sums which would become due and payable during the remainder
      of the Lease Term, all
      of which
      shall be discounted to its present value at the then prime rate of interest
      reported in The
      Wall Street Journal,
      to be
      due and payable immediately, in which event, Tenant agrees to the
      same
      at once, together with all Rent (including Additional Rent) therefore due,
      at
      Landlord’s address as provided herein; provided, however, that such payment
      shall not constitute a penalty or forfeiture or liquidated damages, but shall
      merely constitute payment in advance of the Rent for the remainder of the Lease
      Term. Upon making such payment, Tenant shall receive from Landlord all rents
      received by Landlord from other tenants on account of the Premises during the
      Lease Term, provided that the monies to which Tenant shall so become entitled
      shall in no event exceed the entire amount actually paid by Tenant to Landlord
      pursuant to the preceding sentence, less all costs, expenses and attorneys’ fees
      of Landlord incurred in connection with the termination of this Lease, eviction
      of Tenant and reletting of the Premises. The acceptance of such payment by
      Landlord shall not constitute a waiver of any failure of Tenant thereafter
      occurring to comply with any term, provision, condition or covenant of this
      Lease; and/or

     

    (iii) Enter
      the
      Premises as the agent of Tenant, without being liable to prosecution of any
      claim for damages therefor, and relet the Premises as the agent of Tenant
      without advertisement and by private negotiations and for any term Landlord
      deems proper, and receive the rent therefor, and Tenant shall pay Landlord
      any
      deficiency that may arise by reason of such reletting on demand, but Tenant
      shall not be entitled to any surplus so arising. Tenant shall reimburse Landlord
      for all costs of reletting the Premises including but not limited to advertising
      expenses and commissions; and/or

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iv) As
      agent
      of Tenant, do whatever Tenant is obligated to do by the provisions of this
      Lease
      and may enter the
      Premises, by force if necessary, without being liable to prosecution or any
      claims for damages therefor, in order
      to
      accomplish this purpose. Tenant agrees to reimburse Landlord immediately upon
      demand for any expenses which Landlord may incur in thus effecting compliance
      with this Lease on behalf of Tenant, and Tenant further agrees
      that Landlord shall not be liable for any damages resulting to Tenant from
      such
      action, whether caused by
      the
      negligence of Landlord or otherwise.

     

    C. Pursuit
      by Landlord of any of the foregoing remedies shall not preclude the pursuit
      of
      general or special damages incurred, or of any of the other remedies herein
      provided or any other remedies provided by law.

     

    D. No
      act or
      thing done by Landlord or Landlord’s agents during the Lease Term shall be
      deemed an acceptance of a surrender of the Premises, and no agreement to accept
      a surrender of the Premises shall be valid unless the same be made in writing
      and executed by Landlord. Neither the mention in this Lease of any particular
      remedy, nor the exercise by Landlord of any particular remedy hereunder, at
      law
      or in equity, shall preclude Landlord from any other remedy Landlord might
      have
      under this Lease, at law or in equity. Any waiver of or redress for any
      violation of any covenant or condition contained in this Lease or any of the
      Rules and Regulations
      now hereafter adopted by Landlord, shall not prevent a subsequent act, which
      would have originally constituted a violation,
      from
      having all the force and effect of an original violation. In case it should
      be
      necessary or proper for Landlord to bring any action under this Lease, or to
      consult, or place this Lease or any amount payable by Tenant hereunder, with
      an
      attorney concerning or for the enforcement
      of any of Landlord’s rights hereunder, then Tenant in each and any such case
      shall pay Landlord its reasonable attorney’s
      fees.
      The receipt by Landlord of rent with knowledge of the breach of any covenant
      in
      this Lease shall not be deemed a waiver of such breach. Landlord may elect
      to
      accept less than the full amount then due from Tenant hereunder; however, no
      payment by Tenant or receipt by Landlord of such lesser amount shall be deemed
      to be other than a payment on account, and no restrictive endorsement or
      statement on any check or payment shall be deemed to alter the express
      provisions of this Lease, nor constitute an accord and satisfaction. Landlord
      may accept less than the full amount then due from Tenant without prejudice
      to
      Landlord’s right to recover the balance of the full amount then due, or to
      pursue any other remedies then available to Landlord under this Lease or
      applicable law. In all events, including but not limited to Landlord’s
      acceptance of a partial payment from Tenant, any payment accepted by Landlord
      from Tenant shall be applied first to retire the oldest receivables due from
      Tenant hereunder, then to any current rental or other payment then due
      hereunder, and the balance, if any, will be applied to any rental or other
      payment which will become due from Tenant hereunder. In the event of any default
      by Tenant under the terms and provisions of this Lease, Landlord, in addition
      to
      but not in lieu of or in limitation of, any other right or remedy provided
      to
      Landlord under the terms of this Lease or otherwise, shall have the right to
      be
      immediately repaid
      by
      Tenant the amount of all sums expended by Landlord and not repaid by Tenant
      in
      connection with preparing or improving the
      Premises
      to Tenant’s specifications and any and all costs and expenses incurred in
      renovating or altering space to make it suitable for reletting.

     

    ASSIGNMENT
      AND SUBLETTING

     

    11. Tenant
      shall not sublet any part of the Premises, nor assign this Lease or any interest
      herein, without prior written consent of Landlord,
      which consent shall not be unreasonably withheld; provided, however, no such
      consent shall serve to release Tenant’s liability hereunder.
      Consent by Landlord to one assignment or sublease shall not destroy or waive
      this provision, and all later assignments and subleases
      shall likewise be made only upon prior written consent of Landlord. No
      assignment or sublease may be requested in the event
      Tenant
      is in default hereunder. Tenant shall provide Landlord with any and all
      information reasonably requested by Landlord with respect to such sublessee
      or
      assignee, including, but not limited to financial information and certified,
      audited financial statements. Sublessee
      or assignees shall become liable directly to Landlord for all obligations of
      Tenant hereunder without relieving Tenant’s liability.
      In the
      event Tenant notifies Landlord of Tenant’s intent to sublease or assign this
      Lease, Landlord shall within thirty (30) days from receipt
      of such notice (i) consent to such proposed subletting, or (ii) refuse such
      consent, or (iii) elect to cancel this Lease. In the event of
      Landlord’s election to cancel, Tenant shall have ten (10) days from receipt of
      such notice in which to notify Landlord of Tenant’s acceptance of such
      cancellation or Tenant’s desire to remain in possession of Premises under the
      terms and conditions and for the remainder
      of the Lease Term. In the event Tenant fails to so notify Landlord of Tenant’s
      election to accept termination or to continue as Tenant
      hereunder, such failure shall be deemed an election to terminate and such
      termination shall be effective as of the end of the ten
      (10) day
      period provided for in Landlord’s notice as hereinabove provided. In the event
      Landlord gives its consent to any such assignment
      or sublease, any rent, rental or other cost to the assignee or subtenant for
      all
      or any portion of the Premises over and above the
      Rent
      payable by Tenant for such space shall be paid to Landlord as Additional Rent.
      In the event this Lease is either canceled or a sublease
      or assignment is made as herein provided, Tenant shall reimburse Landlord for
      all of the necessary administrative, legal and
      accounting services required in order to accomplish such cancellation,
      assignment or subletting in an amount not to exceed One Thousand Dollars
      ($1,000.00).

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
      the foregoing, Tenant shall have the right to assign this Lease or sublet the
      Premises to any parent, subsidiary or affiliate of Tenant, or any entity under
      common management or control with Tenant (or any parent, subsidiary or affiliate
      thereof), or to any entity into which Tenant is merged; provided (i) Tenant
      shall give Landlord prior written notice of such assignment or sublease, and
      (ii) Tenant shall remain liable under this Lease.

     

    CONDEMNATION

     

    12. If
      all or
      any part of the Premises are taken by virtue of eminent domain or conveyed
      or
      leased in lieu of such taking, this Lease shall
      expire on the date when title or right of possession shall vest, and any Rent
      paid for any period beyond said date shall be repaid to Tenant;
      provided however, in no event shall a partial taking of less than twenty percent
      (20%) of the Premises give rise to an option on Tenant’s
      part to terminate. In the event of a partial taking where this Lease is not
      terminated the Rent shall be adjusted in proportion to the
      square feet taken. Tenant shall not be entitled to any part of the award or
      any
      payment in lieu thereof and expressly waives any right
      to make
      any claim which would reduce the award otherwise payable to
      Landlord.

     

    Landlord
      shall have the option of terminating this Lease in the event any such
      condemnation or deed-in-lieu thereof makes continuation of its ownership of
      the
      Building economically unfeasible.

     

    INSPECTION

     

    13. Landlord
      shall retain duplicate keys to all doors of the Premises. Tenant shall not
      change the locks on any entrance to the Premises.
      Upon Tenant’s written request to Landlord, Landlord will make a reasonable
      change of locks on behalf of Tenant at Tenant’s sole
      cost
      and expense. Landlord and its agents, employees and independent contractors
      shall have the right to enter the Premises at all times
      in
      the event of an emergency, and at reasonable hours to make repairs, additions,
      alterations, and improvements that are required by
      this
      Lease or are otherwise performed with Tenant’s prior written consent; to exhibit
      the Premises to prospective purchasers, lenders or
      tenants, but Landlord may enter to exhibit the Premises to prospective tenants
      only during the last twelve (12) months of the Term or following
      any event of default for as long as such event of default remains uncured;
      and
      to inspect the Premises to ascertain that Tenant
      is
      complying with all of its covenants and obligations hereunder. Landlord shall
      also have the right to enter the Premises at reasonable hours to install,
      maintain, repair and replace pipes, wires, cables, duct work, conduit and
      utility lines through hung ceiling space and column space within the Premises.
      Landlord agrees to use reasonable efforts to minimize any interference with
      Tenant’s business caused
      by
      such entry. Landlord shall, except in case of emergency, afford Tenant such
      prior notification of an entry into the Premises as shall
      be
      reasonably practicable under the circumstances, for the purpose of exhibiting
      the Premises to a prospective purchaser or tenant.
      During
      such time as such work is being carried on in or about the Premises, payments
      provided herein shall not abate and Tenant waives any claim or cause of action
      against Landlord for damages by reason of interruption of Tenant’s business or
      loss of profits therefrom because of the prosecution of any such work or any
      part thereof. Notwithstanding the foregoing, in the event that any such
work
      by
      Landlord shall disrupt Tenant’s business within the Premises to the extent that
      Tenant is unable to operate within the Premises for
      more
      than three (3) consecutive days, rent shall be abated commencing on the fourth
      (4th)
      consecutive day and continuing thereafter
      until
      such time as the work is completed such that Tenant is once again able to
      conduct business within the Premises.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SUBORDINATION

    


    14. This
      Lease shall be subject and subordinate to any underlying land leases and/or
      mortgage(s) which may now or hereafter affect this Lease or the real property
      (“Property”) of which Premises form a part, and also to all renewals,
      modifications, extensions, consolidations,
      and replacements of such underlying
      land
      leases and such mortgage(s). In confirmation of the subordination set forth
      in this
      Paragraph 14, Tenant shall, at Landlord’s request, execute and deliver such
      further instruments as may be desired by any holder of a mortgage(s)
      (“Mortgagee”) or by any lessor under any such underlying land leases, including
      but not limited to estoppels, subordination,
      nondisturbance and similar agreements, in form and content satisfactory to
      such
      Mortgagee or lessor. Tenant’s agreement to subordinate this Lease to any
      mortgage which affects the Property shall be contingent upon Tenant receiving
      a
      non-disturbance agreement from such Mortgagee, including the currently existing
      Mortgagee, in a form acceptable to Tenant and such Mortgagee.

     

    If
      any
      Mortgagee elects to have this Lease superior to its mortgage and signifies
      its
      election in the instrument creating its lien or by separate recorded instrument,
      then this Lease shall be superior to such mortgage.

     

    In
      the
      event any proceedings are brought for the foreclosure of, or in the event of
      exercise of the power of sale, or deed in lieu of foreclosure, under any
      mortgage, Tenant shall at the option of purchaser attorn to the purchaser of
      Property and recognize such person as the Landlord under this Lease. Tenant
      agrees that the institution of any suit, action or other proceeding by Mortgagee
      or a sale of the Property, pursuant to the powers granted to Mortgagee under
      its
      mortgage, shall not, by operation of law or otherwise, result in the
      cancellation or the termination of this Lease or of the obligations of the
      Tenant hereunder.

     

    In
      the
      event that purchaser requests and accepts such attornment, from and after the
      time of such attornment, Tenant shall have the same remedies against purchaser
      for the breach of an agreement contained in this Lease that Tenant might have
      had against Landlord if the mortgage had not been terminated, except that
      purchaser shall not be (i) liable for any act or omission of Landlord, (ii)
      subject to any offsets or defenses which Tenant might have against Landlord,
      or
      (iii) bound by any Rent, percentage rent, or Additional Rent which Tenant might
      have paid more than thirty (30) days in advance to Landlord.

     

    INDEMNITY;
      INSURANCE

     

    15. A.
       To
      the
      full extent permitted by law, Tenant hereby releases and waives all claims
      against Landlord, Mortgagee, Landlord’s
      Property Manager and their respective agent and employees for injury or damage
      to person, property or business sustained in
      or
      about the Property, the Building or the Premises by Tenant, its agents, invitees
      or employees, except where such injury, expense,
      damage,
      liability or claim results from the gross negligence, willful misconduct or
      criminal acts of Landlord, its agents or employees, or from a breach of any
      provision of this Lease by Landlord.

     

    B. Tenant
      hereby agrees to indemnify, protect, defend and hold harmless Landlord,
      Mortgagee, Landlord’s Property manager
      and their respective agents and employees from and against any injury, expense,
      damage, liability, demand, cost or claim, of every
      kind and nature (including reasonable attorney’s fees and court costs at all
      levels including bankruptcy), imposed on Landlord by any
      person whomsoever, whether due to Tenant’s occupancy or use of the Premises,
      damage to the Premises, claims for injuries to the
      person
      or property of any other tenant of the Building or of any other person in or
      about the Building for any purpose whatsoever, or administrative
      or criminal action by a governmental authority, where such injury, expense,
      damage, liability or claim results either directly or
      indirectly from the act, omission, negligence, misconduct or breach of any
      provision of this Lease by Tenant, the agents, servants, or employees
      of Tenant, or any other person entering upon the Premises under express or
      implied invitation or consent of Tenant. Tenant
      further
      agrees to reimburse Landlord for any costs or expenses, including court costs
      and reasonable attorney’s fees, which Landlord may
      incur
      in investigating, handling or litigating any such claim or any action by a
      governmental authority. Tenant’s obligations hereunder
      shall
      survive the expiration or earlier termination of the Lease Term with respect
      to
      any occurrences before the effective date of such expiration or termination.
      Landlord hereby agrees to indemnify, protect and hold harmless Tenant and its
      agents and employees from and
      against any injury, expense, damage, liability, demand, cost or claim or every
      kind and nature (including reasonable attorney’s fees and
      court
      costs at all levels including bankruptcy) imposed on Tenant by any person
      whomsoever where such injury, expense, damage, liability
      or claim results form the negligence or willful misconduct of Landlord or its
      agents, servants or employees. Landlord’s obligations hereunder
      shall survive the expiration or earlier termination of the Lease Term with
      respect to any occurrence before the effective date of
      such
      expiration or termination.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    C. Tenant
      agrees to report immediately in writing to Landlord any defective condition
      in
      or about the Premises known to Tenant.

     

    D. (i) Tenant
      shall carry (at its sole expense and during the Lease term) (a) the equivalent
      of ISO Special form Property Insurance insuring Tenant’s interest in its
      improvements to the Premises and any and all furniture, equipment, supplies
      and
      other property owned, leased, held or possessed by it and contained therein,
      such insurance coverage to be in an amount equal to the full replacement cost
      of
      such improvements and property, as such may increase from time to time, less
      a
      commercially reasonable deductible, not to exceed TWENTY-FIVE THOUSAND DOLLARS
      ($25,000.00), (b) such other property insurance against such other perils
      and in such amounts as Landlord may from time to time reasonably require upon
      not less than ninety (90) days’ prior written notice, such
      requirement to be made on the basis that the required insurance is customary
      at
      the time for prudent tenants of properties similar to the
      Premises and such insurance shall include extra expense coverage and Business
      interruption coverage in an amount sufficient to cover the Rent and other sums
      payable under this Lease for a period of twelve (12) months commencing with
      the
      date of loss, and (c) Worker’s Compensation insurance as required by applicable
      law, and Employer’s liability insurance with minimum limits of at least
      $500,000.00/$500,000.00/$500,000.00. Landlord shall be named as loss payee
      with
      respect to its interest in alterations, additions or improvements.

     

    (ii) Tenant
      shall also procure and maintain throughout the Lease Term a policy or policies
      of Commercial General Liability Insurance,
      in form acceptable to Landlord, insuring Tenant, with Landlord and any other
      person designated by Landlord being named as additional
      insureds, against any and all liability for injury to or death of a person
      or
      persons and for damage to property occasioned by or arising
      out of any construction work being done on the Premises, or arising out of
      the
      condition, use, or occupancy of the Premises, or in
      any way
      occasioned by or arising out of the activities of Tenant, its agents, employees,
      guests, or licensees on the Premises, or other portions of the Building or
      Property, the limits of such policy or policies to be in amounts not less than
      ONE MILLION DOLLARS ($1,000,000) per occurrence or with respect to injuries
      to
      or death of any one person, with a General Aggregate limit per location of
      at
      least ONE MILLION DOLLARS ($1,000,000) and Umbrella Liability coverage of at
      least THREE MILLION DOLLARS ($3,000,000), or such
      other amounts as Landlord may reasonably require upon not less than six (6)
      month’s prior written notice. Such insurance shall be
      on an
      occurrence basis with respect to the business carried on in or from the Premises
      and Tenant’s use and occupancy of the Premises. Tenant further agrees that such
      insurance shall contain fire and extended coverage legal liability
      insurance.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iii) Landlord
      shall obtain and keep in force during the Lease Term an insurance policy or
      policies of all-risk fire, extended coverage, theft, vandalism, malicious
      mischief and other casualty, covering loss or damages to the Building and the
      Property. Landlord shall also obtain and keep in force during the Lease Term
      such other insurance in such amounts and with such policy provisions as it
      shall
      deem necessary or appropriate, including without limitation, commercial general
      liability insurance pertaining to the Building and the
      Property, and bodily injuries, death and property damage arising or occurring
      therein, and worker’s compensation insurance for the employees of Landlord.
      Landlord shall require all contractors engaged by it to perform work on the
      Premises to also carry worker’s compensation insurance. Tenant shall reimburse
      Landlord for any increase in the cost of any of Landlord’s insurance pertaining
      to the Building
      or the Property if said increase is caused by or results from Tenant’s use or
      occupancy of the Premises, the breach of this Lease
      by
      Tenant, or the acts,
      omissions or negligence of Tenant, its employees, officers, agents, licensees,
      invitees, concessionaires, assignees, subtenants, contractors or subcontractors.
      Landlord shall hold harmless and indemnify and defend Tenant from all claims,
      investigations and suits with respect to any alleged or actual violation or
      state or federal labor laws, including employment practices, of Landlord, and
      with respect thereto Landlord shall be responsible for the payment of all
      settlements, judgments, damages, liquidated damages, penalties, forfeitures,
      back pay awards, court costs, litigation expenses and attorneys’
fees.

     

    (iv) Landlord
      and Tenant shall each have included in all policies of insurance respectively
      obtained by them with respect to
      the
      Building and/or Premises a waiver by the insurer of all right of subrogation
      against the other in connection with any loss or damage thereby
      insured against. To the full extent permitted by law, Landlord and Tenant each
      waives all right of recovery against the other for,
      and
      agrees to release the other from liability for, loss or damage to the extent
      such loss or damage is covered by valid and collectible insurance exclusive
      of
      any deductible(s) in effect at the time of such loss or damage; provided,
      however, that the foregoing release by each
      party is conditioned upon the other party’s carrying insurance with the above
      described waiver of subrogation, and if such coverage is
      not
      obtained or maintained by either party, then the other party’s foregoing release
      shall be deemed to be rescinded until such waiver is
      either
      obtained or reinstated.

     

    (v) All
      said
      insurance policies shall be carried with companies licensed to do business
      in
      the State of Florida reasonably satisfactory to Landlord and shall be
      non-cancelable except after thirty (30) days’ written notice to Landlord and ten
      (10) days written notice for non-payment of premium. Such policies or duly
      executed certificates of insurance with respect thereto shall be delivered
      to
Landlord
      prior to the date that Tenant takes possession of the Premises and renewals
      thereof as required shall be delivered to Landlord
      at least
      thirty (30) days prior to the expiration of each respective policy
      term.

     

    RIGHTS
      CUMULATIVE

     

    16. The
      rights given to Landlord herein are in addition to any rights that may be given
      to Landlord by any statute or under law.

     

    HOLDING
      OVER

     

    17. If
      Tenant
      remains in possession after expiration of the Lease Term hereof, with Landlord’s
      acquiescence and without any distinct agreement between the parties, unless
      otherwise agreed to in writing before the expiration date Tenant shall be a
      tenant at will and
      such
      tenancy shall be subject to all the provisions hereof, except that the monthly
      rental shall be one hundred fifty percent (150%) of the
      equivalent of the then-current monthly installment of Rent due hereunder for
      the
      entire holdover period and there shall be no renewal
      of this
      Lease by operation of law. Additionally, Tenant shall be liable to Landlord
      for
      all of Landlord’s consequential damages resulting directly
      or indirectly from Tenant’s failure to surrender the Premises to Landlord in
      accordance with this Lease. Nothing in this Paragraph
      shall be
      construed as a consent by Landlord to the possession of Premises by Tenant
      after
      the expiration of the Lease Term.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ENTIRE
      AGREEMENT - NO WAIVER

     

    18. This
      Lease contains the entire agreement of the parties hereto and no
      representations, inducements, promises or agreements, oral or otherwise, between
      the parties not embodied herein, shall be of any force and effect. The failure
      of either party to insist in any instance
      on strict performance of any covenant or condition hereof, or to exercise any
      option herein contained, shall not be construed as
      a waiver
      of such covenant, condition or option in any other instance. This Lease cannot
      be changed or terminated orally.

     

    HEADINGS

     

    19. The
      headings in this Lease are included for convenience only and shall not be taken
      into consideration in any construction or interpretation of this Lease or any
      of
      its provisions.

     

    NOTICES

     

    20. Any
      notices which may be permitted or required hereunder shall be in writing and
      shall be deemed to have been duly given as of the date and time the same are
      personally delivered, transmitted electronically (i.e., telecopier device)
      or
      within three (3) days after depositing with the United States Postal Service,
      postage prepaid by registered or certified mail, return receipt requested,
      or
      within one (1)
      day
      after depositing with Federal Express or other overnight delivery service from
      which a receipt may be obtained, and addressed as
      follows:

     

    


    To
      Landlord at the following address:

     

    c/o
      CNL
      Realty & Development Corp. 

    450
      South
      Orange Avenue

    Orlando,
      Florida 32801

    Telephone:
      (407) 650-1774

    Telecopy:
      (407) 650-1073

    Attn:
      Glenn Fournier

     

    To
      Tenant
      at the following address:

     

    CNL
      Hospitality Corp.

    450
      South
      Orange Avenue, 12th
      Floor


    Orlando,
      Florida 32801

    Attn:
      Tom
      Hutchison

    Telephone:
      (407) 650-1000

    Telecopy:
      (407) 835-3232

     

    or
      at
      such other address as either party hereto shall from time to time designate
      to
      the other party by notice in writing as herein provided.

     

    Tenant
      hereby appoints as its agent to receive service of all dispossessory or
      distraint proceedings, the person deemed by Landlord to be in charge of Premises
      at the time of service.

     

    HEIRS,
      SUCCESSORS AND ASSIGNS-PARTIES

     

    21. A.
      The
      provisions of this Lease shall bind and inure to the benefit of the Landlord
      and
      Tenant, and their respective successors,
      heirs, legal representatives and assigns; it being understood that the term
      “Landlord” as used in this Lease, means only the owner
      (or
      the ground lessee) for the time being of the Property and Building of which
      Premises are a part, so that in the event of any sale
      or sales
      of said Property (or of any lease thereof), the Landlord named herein shall
      be
      and hereby is entirely freed and relieved of all covenants and obligations
      of
      Landlord hereunder accruing thereafter, and it shall be deemed without further
      agreement that the purchaser, or the lessee, as the case may be, has assumed
      and
      agreed to carry out any and all covenants and obligations of Landlord
hereunder
      during the period such party has possession of the land and Building. Should
      the
      Property and the entire Building be severed
      as to
      ownership by sale and/or lease, then the owner of the entire Building or lessee
      of the entire Building that has the right to lease space in the Building to
      tenants shall be deemed the “Landlord.” Tenant shall be bound to any such
      succeeding third party landlord for performance
      by Tenant of all the terms, covenants, and conditions of this Lease and agrees
      to execute any attornment agreement not in
      conflict
      with the terms and provisions of this Lease at the request of any such
      succeeding Landlord.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    B. The
      parties “Landlord”, ‘Tenant”, and “Agent” and pronouns relating thereto, as used
      herein, shall include male, female, singular and plural, corporation,
      partnership or individual, as may fit the particular parties.

     

    ATTORNEY
      FEES

     

    22. In
      the
      event of any dispute hereunder or of any action to interpret or enforce this
      Lease, any provision hereof or any matter arising here from, including the
      collection of Rent, the prevailing party shall be entitled to recover its
      reasonable costs, fees and expenses,
      including, but not limited to, witness fees, expert fees,
      consultant fees, attorney (in-house and outside counsel), paralegal
      and legal
      assistant fees, costs and expenses, and other professional fees, costs and
      expenses, whether suit be brought or not and whether in
      any
      settlement, in any declaratory action, in any bankruptcy action, at pre-trial,
      at trial or on appeal.

     

    TIME
      OF ESSENCE

     

    23. Time
      is
      of the essence of this Lease.

     

    SECURITY
      DEPOSIT

     

    24. [Intentionally
      Deleted]

     

    COMPLETION
      OF THE PREMISES

     

    25. Landlord
      shall
      supervise completion of the work described in Exhibit “B” attached hereto and by
      this reference made a part hereof
      subject to payments which may be required of Tenant thereunder. Any work
      required by Tenant as provided for in said Exhibit “B”
      shall be
      performed within the provisions of said Exhibit “B”.

     

    PARKING
      ARRANGEMENTS

     

    26. During
      the Initial Term of this Lease, Landlord shall make available for Tenant’s use
      up to three (3) parking spaces for each 1,000
      rentable square feet in the Premises, in the parking facility near the Property
      which is controlled by Landlord. Of such spaces, up to
      ten
      percent (10%) may be reserved and ninety percent (90%) unreserved. Up to twenty
      percent (20%) of the total spaces, all of which shall
      be
      unreserved, shall be at no charge to Tenant. The other unreserved spaces shall
      be at a charge of $90 per space per month, plus sales
      tax, and the reserved spaces shall be at a charge of $125 per space per month,
      plus sales tax. Landlord may increase such rates
      at any
      time to reflect the then market conditions. The reserved and unreserved parking
      spaces allocated to Tenant hereunder shall be the total spaces available for
      use
      by Tenant and its employees, visitors and invitees. Landlord reserves the right
      to substitute comparable, alternative parking near the Property for the parking
      garage which originally services the Building, and Tenant agrees that the
      parking spaces described herein shall be moved to such comparable, alternative
      parking when required by Landlord. Tenant shall not at any time park or permit
      the parking of Tenant’s vehicles, or the vehicles of others, adjacent to loading
      areas so as to interfere in any
      way
      with the use of such areas. Tenant shall not park or permit to be parked any
      inoperative or abandoned vehicles or equipment on
      any
      portion of the parking or loading areas. If any abandoned vehicles are
      discovered by Landlord to exist anywhere in the Project, Landlord
      shall have the right to remove same from the Project in accordance with
      applicable law. Tenant shall have access to its parking
      spaces
      24 hours per day.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Landlord
      may also provide, at Landlord’s sole discretion, unassigned visitor parking in
      the parking facility on a pay basis at such rates and upon such conditions
      as
      Landlord or Landlord’s agent shall establish from time to time for Tenant’s
      visitors, invitees, guests, and employees.

     

    RULES
      AND REGULATIONS

     

    27. The
      rules
      and regulations set forth on Exhibit “D” attached hereto are hereby made a part
      of this Lease. Landlord may from time
      to
      time amend, modify, delete or add new and additional reasonable rules and
      regulations for the use, safety, cleanliness and care of
      the
      Premises and the Building. Such new or modified rules and regulations shall
      be
      effective upon notice thereof to Tenant from Landlord. All such rules shall
      be
      applied in a non-discriminatory manner. Tenant
      will
      cause its employees and agents, or any others permitted by Tenant to occupy
      or
      enter the Premises, to at all times abide by the rules and regulations set
      forth
      on Exhibit “D”, or as subsequently modified by Landlord. In the event of any
      breach of any rules and regulations set forth on Exhibit “D” or any amendments
      or additions thereto, Landlord shall have all remedies in this Lease provided
      for in the event of default by Tenant and shall, in addition, have
      any
      remedies available at law or in equity, including, but not limited to, the
      right
      to enjoin any breach of such rules and regulations.
      Landlord
      shall not be responsible to Tenant for the non-observance by any other tenant
      or
      person of any such rules and regulations.

     

    RIGHT
      TO RELOCATE

     

    28. [Intentionally
      Deleted]

     

    LATE
      PAYMENTS

     

    29. Payments
      of Rent and amortized tenant improvement costs, if any, received after the
      fifth
      calendar day of the month may be assessed
      an additional five percent (5%) charge as a late payment penalty and shall
      bear
      interest at the lesser of eighteen percent (18%)
      per
      annum or the maximum non-usurious rate of interest permitted by applicable
      law
      until paid in full. Acceptance by Landlord of a payment
      in an amount less than that which is currently due shall in no way affect
      Landlord’s rights under this Lease and in no way be an
      accord
      and satisfaction.

     

    This
      provision does not prevent Landlord from declaring the non-payment of Rent
      when
      due an event of default hereunder.

     

    ESTOPPEL
      CERTIFICATE

     

    30. Within
      ten (10) days after the Occupancy Date, at any other time and from time to
      time,
      Tenant, on or before the date specified in
      a
      request therefor made by Landlord, which date shall not be earlier than ten
      (10)
      days from the making of such request, shall execute,
      acknowledge and deliver to Landlord and/or any holder of a mortgage on the
      Building an Estoppel Certificate in recordable form as Landlord may from time
      to
      time require, evidencing whether or not (i) this Lease is in full force and
      effect, (ii) this Lease has been amended
      in any way, (iii) Tenant has accepted and is occupying the Premises, (iv) there
      are any existing defaults on the part of Landlord
      hereunder or defenses or offsets against the enforcement of this Lease to the
      knowledge of Tenant and specifying the nature of such defaults defenses or
      offsets, if any, (v) the date to which Rent, and other amounts due hereunder,
      if
      any, have been paid, and (vi) any such other information as may be reasonably
      required by Landlord. Each certificate delivered pursuant to this Paragraph
      may
      be relied on
      by any
      prospective purchaser or transferee of Landlord’s interest hereunder or of any
      part of Landlord’s property or by any mortgagee, grantee
      or holder of Landlord’s interest hereunder or of any part of Landlord’s property
      under a Mortgage or by an assignee of any such
      grantee.

     

    SEVERABILITY
      AND INTERPRETATION

     

    31. A.
      If any
      clause or provision of the Lease shall be deemed illegal, invalid or
      unenforceable under present or future laws effective during the Lease Term,
      then
      and in that event, the remainder of this Lease shall not be affected by such
      illegality, invalidity or unenforceability, and, in lieu of each clause or
      provision of this Lease that is illegal, invalid or unenforceable, there shall
      be added as a part
      of
      this Lease a clause or provision as similar in terms to such illegal, invalid
      or
      unenforceable clause or provision as may be possible
      and be
      legal, valid and enforceable.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    B. Should
      any of the provisions of this Lease require judicial interpretation, it is
      agreed that the court interpreting or construing
      the same shall not apply a presumption that the terms of any such provision
      shall be more strictly construed against one party
      by
      reason of the rule of construction that a document is to be construed most
      strictly against the party who itself or through its agent prepared the same,
      it
      being agreed that the agents of all parties have participated in the preparation
      of the stipulations of this Lease.

     

    MULTIPLE
      TENANTS

     

    32. If
      more
      than one individual or entity comprises and constitutes Tenant, then all
      individuals and entities comprising Tenant are and shall each be jointly and
      severally liable for the due and proper performance of Tenant’s duties and
      obligations arising under or in connection with this Lease.

     

    FORCE
      MAJEURE

     

    33. Landlord
      shall be excused for the period of any delay and shall not be deemed in default
      with respect to the performance of any of
      the
      terms, covenants, and conditions of this Lease, including the completion of
      the
      Building and the Premises, when prevented from so
      doing by
      a cause or causes beyond the Landlord’s control, which shall include, without
      limitation, all labor disputes, governmental regulations or controls, fire
      or
      other casualty, inability to obtain any material or services, acts of God,
      or
      any other cause not within the reasonable control of the Landlord.

     

    QUIET
      ENJOYMENT

     

    34. Landlord
      shall warrant and defend Tenant in the quiet enjoyment and possession of the
      Premises during the term of this Lease subject, however, to the terms of this
      Lease.

     

    BROKERAGE
      COMMISSION

     

    35. CNL
      Realty & Development Corp. (“Broker”) has represented Landlord in this
      transaction, and no broker has represented Tenant in this transaction. Broker
      will be compensated by Landlord by separate agreement. Landlord and Tenant
      (each
      of which is an “Indemnifying Party” hereunder) represent to each other that they
      have dealt with no broker, agent or finder in connection with this transaction
      other than Broker. Each Indemnifying Party hereby indemnifies the other party
      and agrees to hold such other party harmless
      from and
      against any and all claims, causes, demands, losses, liabilities, fees,
      commissions, settlements, judgments, damages, expenses and fees (including
      attorneys’ fees and court costs) in connection with any claim or commission,
      fees, compensation or other charge relating in any way to this agreement, or
      to
      the consummation of the transactions contemplated hereunder, which may be
      made
      by any
      person, firm or entity, other than Broker, based upon any agreement made or
      alleged to have been made by such Indemnifying Party
      or
      its agent or representative, or the conduct or the alleged conduct of such
      Indemnifying Party or its agent or representative. The
      provisions of this paragraph shall survive termination or expiration of the
      Lease.

     

    LIMITATION
      OF LIABILITY 

     

    36. Without
      limitation of any other provision of this Lease, this Lease is being executed
      by
      and on behalf of Landlord. Neither Landlord nor any present or future officer,
      director, employee, trustee, or agent of Landlord shall have any personal
      liability, directly or indirectly,
      and recourse shall not be had against Landlord or any such officer, director,
      employee, trustee, or agent, under or in connection
      with
      this Lease or any other document or instrument heretofore or hereafter executed
      in connection with same. Tenant hereby waives and releases any and all such
      personal liability and recourse. Tenant and its successors and assigns and
      all
      other persons claiming by, through or under Tenant shall look solely to
      Landlord’s interest in the Building of which the Premises is a part with respect
      to any claim against Landlord arising under or in connection with this Lease.
      The limitations of liability provided herein are in addition to, and not in
      limitation of, any limitations of liability otherwise set forth herein or
      applicable to Landlord by law or in any other contract, agreement or
      instrument.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ORIGINAL
      INSTRUMENT

     

    37. For
      the
      convenience of the parties hereto, any number of counterparts hereof may be
      executed, and each such counterpart shall be deemed to be an original
      instrument.

     

    FLORIDA
      LAW

     

    38. This
      Lease has been made under and shall be construed and interpreted under and
      in
      accordance with the laws of the State of Florida.

     

    NO
      RECORDATION OF LEASE

     

    39. Without
      the prior written consent of Landlord, neither this Lease nor any memorandum
      hereof shall be recorded or placed on public
      record by or on behalf of Tenant. Without limitation on any other of Landlord’s
      rights hereunder, in the event Tenant breaches this
      covenant, Tenant hereby irrevocably grants a Power of Attorney to Landlord
      as
      Tenant’s agent for the purpose of canceling from public record any copy of this
      Lease, any memorandum hereof or any reference hereto. Tenant agrees that the
      Power of Attorney granted herein is coupled with an interest, is not revocable
      and shall survive the death or other incapacity of Tenant.

     

    TELECOMMUNICATIONS
      SERVICE PROVIDERS

     

    40. Tenant
      expressly understands and agrees that Landlord reserves the right to grant
      or
      deny access (to the Building or any portion
      thereof, including without limitation, the Premises) to any telecommunications
      service provider whatsoever, provided that Landlord
      shall
      not unreasonably deny such access, and that Tenant shall have no right to demand
      or attempt to require Landlord to grant any access
      to any
      such telecommunications service provider. Tenant acknowledges and agrees that,
      in the event any such telecommunications service provider desires access to
      the
      Building to serve any or all tenants thereof, such access shall be prescribed
      and
      governed by the terms and provisions of Landlord’s standard Telecommunications
      License Agreement, which must be executed and
      delivered to Landlord by such telecommunications service provider before it
      is
      allowed any access whatsoever to the Building.

     

    HAZARDOUS
      MATERIALS

     

    41. Tenant
      shall not (either with or without negligence) cause or permit the escape,
      disposal or release of any biologically or chemically
      active or other hazardous substances or materials. Tenant shall not allow the
      storage or use of such substances or materials in
      any
      manner not sanctioned by law or by the highest standards prevailing in the
      industry for the storage and use of such substances or materials,
      nor allow to be brought into the Building, the Premises or the Property, any
      such materials or substances except to use in the
      ordinary
      course of Tenant’s business, and then only after written notice is given to
      Landlord of the identity of such substances or materials. Landlord acknowledges
      that Tenant’s use of normal office products and cleaning materials shall not
      violate this provision. Without limitation, hazardous substances and materials
      shall include those described in the Comprehensive Environmental Response,
      Compensation
      and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq., the
      Resource Conservation and Recovery Act, as amended,
      42 U.S.C. Section 6901 et seq., any applicable state or local laws and the
      regulations adopted under these acts. If any lender
      or
      governmental agency shall ever require testing to ascertain whether or not
      there
      has been any release of hazardous materials, then the
      reasonable costs thereof shall be reimbursed by Tenant to Landlord upon demand
      as additional charges if such requirement applies
      to the
      Premises. In addition, Tenant shall execute affidavits, representations and
      the
      like from time to time at Landlord’s request concerning Tenant’s best knowledge
      and belief regarding the presence of hazardous substances or materials on the
      Premises. In all events,
      Tenant shall indemnify Landlord in the manner elsewhere provided in this Lease
      from any release of hazardous materials on the
      Premises
      occurring while Tenant is in possession, or elsewhere if caused by Tenant or
      persons acting under Tenant. The within covenants shall survive the expiration
      or earlier termination of the Lease Term.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    AIR
      QUALITY

     

    42. Tenant
      shall not in any way or manner adversely affect the air quality now existing
      in
      the Premises or the Building and no activity or use by Tenant of the Premises
      shall adversely affect such air quality or be in violation of any applicable
      law, statute, ordinances, regulation or code.

     

    RADON
      GAS

     

    43. Pursuant
      to F.S. 404.056 (8), Tenant is hereby notified that 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.

     

    WAIVER
      OF JURY TRIAL

     

    44. Landlord
      and Tenant waive trial by jury in
      any
      action, proceeding or counterclaim brought by either of them against the other
      on all matters arising out of this Lease or the use and occupancy of the
      Premises.

     

    COMPLIANCE
      WITH THE AMERICANS WITH DISABILITIES ACT

     

    45. Landlord
      acknowledges the existence of the Americans with Disabilities Act (the “ADA”)
      and will endeavor to meet the requirements
      of the ADA with regard to the Common Areas of the Building. Tenant hereby
      consents to any and all actions to be taken by
      Landlord
      in order to comply with the provisions of the ADA. Additionally, Tenant hereby
      agrees to take any and all actions necessary in order to cause the Premises
      to
      comply with the ADA. Tenant hereby agrees to indemnify and hold Landlord
      harmless from and against any
      and
      all loss, damages, costs, or expenses, incurred by Landlord as a result of
      Tenant’s failure to comply with the terms and provisions
      of the
      ADA insofar as the Premises are concerned. Any costs incurred or fines imposed
      with respect to the ADA as they relate to the Building
      as it was originally constructed or as it is modified in areas outside the
      Premises shall not be the responsibility of Tenant and will
      not be
      included in Operating Costs as defined in paragraph 5.B.

     

    LEASE
      BINDING UPON DELIVERY; NO OPTION

     

    46. Submission
      of this Lease for examination does not constitute an option to lease or
      reservation of space for the Premises. This Lease
      shall be effective only when executed by both parties and received by Landlord.
      If this Lease has been submitted to Tenant in form already
      signed by Landlord, it evidences only Landlord’s offer to enter into this Lease
      on the exact terms provided as delivered, which offer may
      be
      revoked at any time, in Landlord’s sole discretion, and which may additionally
      expire at any certain time established by Landlord in
      writing.

     

    LANDLORD’S
      LIEN

     

    47. [Intentionally
      Deleted]

     

    GUARANTY

     

    48. [Intentionally
      Deleted]

     

    RIGHT
      OF FIRST OFFER FOR ADDITIONAL SPACE

     

    49. Landlord
      hereby grants Tenant a right of first offer to lease (i) all remaining space
      on
      the sixth (6th)
      or
      seventh (7th)
      floor
      of the Building
      which is not already part of the Premises (the “Partial Floor”) and (ii) all
      space on any floor which is adjacent to the Premises, but only
      if
      Tenant has already leased the balance of the Partial Floor (or other tenants
      have leased the balance of the Partial Floor and there is
      no
      further space on such floor). 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
The
        space
        described in subparagraphs (i) and (ii) above is collectively called the
        “Expansion Space”. Each time that Landlord desires to lease any portion of the
        Expansion Space, Landlord shall first give Tenant the opportunity to expand
        the
        Premises to include the space which Landlord desires to lease. Landlord shall
        deliver written notice to Tenant specifying the portion of
        the
        Expansion Space which it desires to lease. Tenant shall have thirty (30)
        days
        following receipt of such notice to exercise its right hereunder to expand
        the
        Premises to include such portion of the Expansion Space. If Tenant elects
        to
        exercise its right of first offer, it shall deliver written notice to Landlord
        within such 30-day period. Such portion of the Expansion Space shall then
        be
        added to the Premises
        upon a rental rate per square foot and other terms identical to this Lease,
        and
        the Lease Term for such Expansion Space shall
        expire
        on the same date as the Lease Term for the existing Lease. The tenant
        improvement allowance to be paid to Tenant shall be an amount equal to $4.00
        per
        square foot of Rentable Area in the portion of the Expansion Space then being
        leased times the number of years remaining in the Lease Term (prorated for
        any
        partial years); provided, however, that there shall be no such allowance
        paid if
        less than
        five
        (5) years remain in the Lease Term. For purposes hereof, the number of years
        remaining in the Lease Term shall not include any
        Renewal
        Terms unless Tenant has already exercised its option to renew or does so
        at the
        time it exercises its right to expand the Premises.
        Rent for such portion of the Expansion Space shall commence on the later
        of (i)
        sixty (60) days after the date on which Tenant delivered
        written notice to Landlord of its intent to exercise its option for such
        Expansion Space, or (ii) the first day following the date such
        Expansion Space is available for occupancy. Tenant shall also receive additional
        parking spaces, both reserved and unreserved, in the same ratio per square
        foot
        of such Expansion Space as is set forth in paragraph 26 above; provided,
        however, that any additional reserved
        spaces shall be subject to availability. All renewal options shall also apply
        to
        such Expansion Space. If Tenant rejects its right of
        first
        offer or fails to respond to Landlord within such 30-day period, Landlord
        shall
        then be entitled to lease such Expansion Space to a third party on terms
        acceptable to Landlord. The right of first offer set forth herein shall be
        contingent upon this Lease then being in full force
        and
        effect and there does not then exist any event of default by Tenant under
        this
        Lease. The failure of Tenant to exercise its right of first
        offer on any space in the Building shall not serve as a waiver of its right
        of
        first offer on any other space or upon the same space when
        it once
        again becomes available for lease.

    

     

    RELOCATION
      EXPENSES

     

    50. Landlord
      shall reimburse Tenant for its reasonable costs of relocating to the Premises
      pursuant to that certain separate agreement between Landlord and Tenant
      concerning the same. Such costs shall include, without limitation, payments
      to
      moving companies, costs of announcements, and costs of printing new letterhead
      and business cards.

     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    IN
      WITNESS WHEREOF, the parties have hereunto set their hands and seals the day
      and
      year first above written.

     

    
      	
              Signed,
                sealed and delivered in the presence of:

               

            	
              Tenant:
                

               

            
	
              /s/
                Linda A.
                Scarcelli                                  
                

              Witness

            	
              CNL
                HOSPITALITY CORP.

              a
                Florida corporation

               

            
	
              /s/
                Betsy
                Rosa                                             
                

              Witness

            	
              By:/s/
                Lori A.
                Turnage                       
                

              Print
                Name: Lori
                A. Turnage

              Title:
                VP
                of Human Resources

              Date:
                11/23/05

            
	 	 
	 	
              [Corporate
                Seal]

               

            
	 	
              Landlord:

               

            
	
              Signed,
                seal and 

              delivered
                in the presence of:

               

            	
              CNL
                PLAZA II, LTD.,

              a
                Florida limited partnership

               

              By: CNL
                Plaza II Corp., a Florida corporation, General Partner

               

            
	
              /s/
                Linda A.
                Scarcelli                                 
                

              Witness

               

              /s/
                Betsy
                Rosa                                            
                

              Witness

               

            	
              By:/s/
                Robert A.
                Bourne                 
                

               

              Print
                Name:
                Robert A. Bourne

              Title:
                President

              Date:
                11/23/05

               

            


    

     

     

     

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



     

    EXHIBIT
      “A”

     

    FLOOR
      PLAN

     

     

     

    

    


     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      EXHIBIT
        "A"

      FLOOR
        PLAN (continued)
EXHIBIT
      “A”

    
 

    FLOOR
      PLAN (CONTINUED)

     

    


     

    


     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



     

    EXHIBIT
      “B”

     

    WORK
      AGREEMENT FOR

    COMPLETION
      OF THE PREMISES

    FOR
      OCCUPANCY BY THE TENANT

     

    GENERAL

     

    
      	 	
              1.

            	
              (a)

            	
              Tenant
                shall select the Space Plan and Building Standard Specifications
                for
                Completion of the Premises for occupancy by Tenant, subject to Landlord’s
                approval.

            


    

     

    
      	 	
              (b)

            	
              Working
                Drawings and Specifications for Completion of the Premises as determined
                by Tenant and approved by Landlord shall
                be prepared by Landlord and approved by Tenant in accordance with
                Clause 4
                hereof before work is commenced.

            


    

     

    
      	 	
              (c)

            	
              All
                work involved in the Completion of the Premises shall be carried
                out by
                Landlord’s contractor in accordance with the Working
                Drawings and Specifications and under the supervision of Landlord.
                Landlord shall receive a five percent (5%)
                Supervisory Fee for such
                supervision.

            


    

     

    
      	 	
              (d)

            	
              Tenant
                hereby appoints Sonya Brauer to act for Tenant in all matters covered
                by
                this Exhibit “B”.

            


    

     

    
      	 	
              (e)

            	
              In
                this Exhibit “B”:

            


    

     

    
      	 	
              (i)

            	
              “Completion
                of the Premises” means the supplying, installation and finishing of
                partitions, doors and hardware, ceilings, HVAC, plumbing, lights
                and
                switches, electrical outlets, data outlets, telephone outlets,
                flooring, window coverings, all finishes, counters, shelves or other
                built-ins, fixtures and any
                other furniture, fixtures or facilities attached to and forming part
                of
                the Premises.

            


    

     

    
      	 	
              (ii)

            	
              “Building
                Standard” means with respect to any item, the specifications and current
                allowances as specified in Clause 2 hereof or as established from
                time to
                time by Landlord as standard for the
                Building.

            


    

     

    
      	 	
              (iii)

            	
              “Tenant
                Improvement Allowance” means the total funds to be contributed by Landlord
                for the completion of the Premises, as designated in Clause 7 of
                this
                Exhibit.

            


    

     

    
      	 	
              (iv)

            	
              “Landlord’s
                Architect” means that Architect or designer appointed (in-house and/or
                outside hire) from time to time by Landlord to provide design services,
                including Space Planning, Engineering, Working Drawings and
                Specifications.

            


    

     

    
      	 	
              (v)

            	
              “Landlord’s
                Contractor” means the General Contractor appointed from time to time by
                Landlord to carry out work in Completion of the Premises and any
                alterations, repairs and maintenance in the
                Building.

            


    

     

    
      	 	
              (vi)

            	
              “Space
                Plan” means the graphic presentation of the Premises indicating partitions
                and doors.

            


    

     

    
      	 	
              (vii)

            	
              “Engineering”
                means the plans for mechanical, electrical, plumbing and/or fire
                protection for completion of the
                Premises.

            


    

     

    
      	 	
              (viii)

            	
              “Working
                Drawings and Specifications” means the Plans and Specifications for
                Building Standard and nonstandard finishes for Completion of the
                Premises
                including architectural, mechanical and electrical working
                drawings.

            


    

     

    
      	 	
              (ix)

            	
              “Usable
                Square Feet” shall be 34,920
                for the purpose of this Exhibit
“B”.

            


    

     

    
      	 	
              (x)

            	
              “Supervisory
                Fee” means a fee of five percent (5%) of the total job cost for
                improvements to the Premises, as referenced in Clauses 1.(c), 4.(d),
                and 7
                of this Exhibit “B”.

            


    

     

    
      	 	
              (f)

            	
              Tenant
                must comply with Building Standard specifications for the base building
                to
                maintain uniform quality level of materials throughout the Building
                to
                include any future alterations after
                occupancy.

            


    

     

    BUILDING
      STANDARD SPECIFICATIONS

     

    2. The
      following (except as otherwise noted) is a general representation of Building
      Standards. Such descriptions are intended
      to represent the minimum quality required of each item, but any quantities
      set
      forth below are not applicable and are superseded
      by the
      allowance to be paid to Tenant pursuant to Clause 7 below:

     

    
      	 	
              (a)

            	
              Space
                PIan/Working Drawings and Specifications:

            


    

     

    
      	 	
              (i)

            	
              Space
                Plan:
                Landlord will prepare one basic Space Plan and, prior to Tenant approval,
                one major revision, if necessary, conforming to the standard work
                described in this Exhibit “B” to the
                Lease.

            


    

     

    
      	 	
              (ii)

            	
              Working
                Drawings and Specifications:
                In accordance with the Space Plan approved by Tenant and Landlord,
                Working
                Drawings and Specifications (including engineering services) required
                for
                construction
                permits and Completion of the Premises will be provided. Final Working
                Drawings and
                Specifications are to be approved by Tenant and Landlord in writing
                prior
                to commencing construction.

            


    

     

    
      	 	
              (b)

            	
              Demising
                Wall Partitions:
                Party and public corridor partitions to underside of structure above
                including sound attenuation blanket and return air transfer
                duct.

            


    

     

    
      	 	
              (c)

            	
              Interior
                Wall Partitioning:
                Sixty-five lineal feet of gypsum wallboard and steel stud partitions
                per
                1,000 Usable Square Feet to underside of
                ceiling.

            


    

     

    
      	 	
              (d)

            	
              Doors:
                One entrance door, 3’0” x 9’0” x 1 3/4”, Building Standard for up to 3,000
                Usable Square Feet; or two entrance doors over 3,000 Usable Square
                Feet.
                Three interior doors, 3’0” x 9’0” x 1 3/4”, Building Standard, per 1,000
                Usable Square Feet.

            


    

     

    
      	 	
              (e)

            	
              Door
                Frames:
                Painted hollow metal, single-swing frame for each door so provided
                by the
                Building Standard Specifications.

            


    

     

    
      	 	
              (f)

            	
              Door
                Hardware:

            


    

     

    
      	 	
              (i)

            	
              Lock
                set(s):
                installed on Tenant entry door(s) as provided by the Building Standard
                Specifications; 

            


    

     

    
      	 	
              (ii)

            	
              Latch
                set:
                installed on each interior door as provided by the Building Standard
                Specifications.

            


    

     

    
      	 	
              (iii)

            	
              Hinges:
                installed on each door as provided by the Building Standard
                Specifications.

            


    

     

    
      	 	
              (iv)

            	
              Door
                stop:
                installed for each door as provided by Building Standard Specifications.
                

            


    

     

    
      	 	
              (g)

            	
              Ceiling:
                Building Standard Tegular ceiling, laid into a 2’ x 2’ suspended steel
                grid, continuous throughout.

            


    

     

    
      	 	
              (h)

            	
              Sprinkler
                System:
                The Building sprinkler grid provided (heads turned upright in base
                building) has adequate sprinkler heads to meet the requirements of
                National Fire Protection Association Code 13. Should Tenant’s Space Plan
                require relocation and/or addition of sprinkler head(s) in order
                to meet
                National Fire Protection Association Code 13, the cost shall be Tenant’s
                responsibility. All sprinkler heads shall be located in the center
                of the
                tile in which they sit.

            


    

     

    
      	 	
              (i)

            	
              Lighting:
                One fixture per 85 Usable Square Feet. Building Standard fixtures
                are
                either 2’ x 4’ lay-in parabolic fixtures or suspended indirect
                fixtures.

            


    

     

    
      	 	
              (j)

            	
              Light
                Switches:
                Five wall-mounted line voltage toggle per 1,000 Usable Square
                Feet.

            


    

     

    
      	 	
              (k)

            	
              Heating,
                Ventilating and Air Conditioning (HVAC):
                Five air supply diffusers per 1,000 Usable Square Feet including
                perimeter
                diffusers when part of Building design. Interior air supply diffusers
                are
                2’ x 2’ lay-in type. Location of thermostats to control the variable air
                volume system is determined by Landlord to satisfy the needs of all
                tenants within the standard comfort range for the Orlando area or
                as
                required by governmental or other
                authorities.

            


    

     

    
      	 	
              (l)

            	
              Electrical
                Outlets:
                Eight wall-mounted outlets (not including electrical or special
                requirements for large systems) per 1,000 Usable Square Feet connected
                to
                the Building’s normal power system. Telephone installation, including
                electrical, special requirements for large systems and additional
                conduit,
                is Tenant’s responsibility. Telephone equipment and panels shall be
                located within the Premises.

            


    

     

    
      	 	
              (m)

            	
              Telephone/Data
                Outlets:
                Five wall-mounted outlets per 1,000 Usable Square Feet. Outlet shall
                include (option) plaster ring and pull string routed in walls to
                ceiling
                cavity or (option) metal outlet box with empty conduit with pull
                string
                routed in walls to ceiling cavity. Telephone installation including
                outlet
                device and wall plate, telephone and data cabling is Tenant’s
                responsibility. Electrical or special requirements for large system
                (including power, emergency power backup, UPS, localized cooling
                equipment, backboards, special grounding, protection or other
                requirements) including additional conduit is Tenant’s responsibility.
                Telephone equipment and panels (when required) shall be located within
                the
                Premises.

            


    

     

    
      	 	
              (n)

            	
              Floor
                Covering:
                Building Standard carpet installed throughout the Premises in color(s)
                available from Landlord. Tenant may request vinyl tile for storage,
                lunch,
                and/or electronic operation areas subject to Landlord’s
                approval.

            


    

     

    
      	 	
              (o)

            	
              Paint:
                Two coats of flat finish washable latex paint, finished to the underside
                of the finished ceiling on the Tenant side of core, corridor and
                exterior
                walls, and on interior columns. Tenant may select one color per room
                from
                colors available from Landlord.

            


    

     

    
      	 	
              (p)

            	
              Base
                (wall):
                Building Standard type and color base on painted walls and
                columns.

            


    

     

    
      	 	
              (q)

            	
              Window
                Mullions:
                Partitions abutting interior and/or exterior glass must align with
                the
                existing window mullions. Landlord requires that the joint between
                a
                partition and window mullion be
                closed.

            


    

     

    
      	 	
              (r)

            	
              Window
                Covering:
                One set of Building Standard 1” horizontal blinds on each exterior window,
                window head to window sill, in the Building Standard
                color.

            


    

     

    
      	 	
              (s)

            	
              Signage:
                One Building Standard tenant identification door sign per suite and
                a
                listing on the building directory.

            


    

     

    Any
      items
      not specifically listed above shall be Tenant’s responsibility. Computer,
      telephone and/or telecommunications cabling, furniture installation,
      installation of any security system or installation of any audio/visual
      equipment are specifically excluded from the Building Standard Specifications
      and are entirely Tenant’s responsibility. Installation of the above are subject
      to Landlord’s prior approval.

     

    ITEMS
      SUPPLIED BY TENANT

     

    
      	 	
              3.

            	
              (a)

            	
              Subject
                to Landlord’s approval, Tenant may request additional interior design
                services, upgrades and/or additional
                leasehold improvements consisting of decoration or other amenities,
                plumbing, mechanical and
                electrical for pantries.

            


    

     

    The
      cost
      of all such items in excess of, in lieu of, or in addition to any Building
      Standard Specifications shall be Tenant’s responsibility. Such items could
      include, but are not limited to the following:

     

    
      	 	
              (i)

            	
              Any
                architectural, mechanical and/or electrical plans and specifications
                not
                included in the Building Standard Specifications such as computer,
                telephone and/or telecommunications
                cabling;

            


    

     

    
      	 	
              (ii)

            	
              Any
                changes in the Building Standard mechanical and/or electrical systems
                shall require review and approval by Landlord’s engineers. Such changes
                are subject to the review and approval fee which consists of all
                related
                engineering fees. Changes requiring Landlord’s review and approval shall
                include, without limitation, changes
                to:

            


    

     

    (a) Isolated
      ground circuits.

    (b) K-rated
      transformers.

    (c) Clear
      power circuits.

    (d) UPS/Circuits.

    (e) Supplemental
      HVAC.

    (f) Any
      other
      work requiring the procurement of a low voltage permit.

     

    
      	 	
              (iii)

            	
              Any
                interior design services such as selection of wall coverings (subject
                to
                Landlord’s approval), and carpet
                color;

            


    

     

    
      	 	
              (iv)

            	
              Interior
                design services for selection and/or acquisition of furniture, artwork,
                graphic design, etc., may
                be contracted with Landlord’s Architect through Landlord, or Tenant may
                contract directly with its
                designated Interior Designer.

            


    

     

    
      	 	
              (b)

            	
              Assistance
                in finish selection will be provided by the Landlord as pertains
                to the
                Building Standard materials and finishes. Expressly excluded from
                this
                service are:

            


    

     

    (i) Furniture
      selection

     

    (ii) Cabinetry
      and custom furniture design

     

    (iii) Artwork
      selection

     

    (iv) Custom
      graphic design

     

    (v) Selection
      of wall covering other than paint

     

    (vi) Finish
      upgrades

     

    Such
      additional design services for items stated above, but not limited to those
      above, will be invoiced to Tenant.

     

    PREMISES
      PLANS AND SPECIFICATIONS

     

    4. The
      following timeframes are based upon a standard 15,000 square foot buildout.
      Landlord and Tenant recognize that larger or more specialized buildouts may
      require additional time.

     

    
      	 	
              (a)

            	
              As
                soon as practicable Tenant shall meet with Landlord to set forth
                Tenant’s
                requirements for the completion of a Space
                Plan.

            


    

     

    
      	 	
              (b)

            	
              As
                soon as practicable (however, not longer than five (5) working days
                after
                receipt of Tenant requirements)
                after the meeting referred to in Clause 4.(a), Landlord shall submit
                to
                Tenant the Space
                Plan for Tenant’s approval.

            


    

     

    
      	 	
              (c)

            	
              Within
                ten (10) working days after receipt of the Space Plan referred to
                in
                Clause 4.(b), Tenant shall meet with Landlord to approve the Space
                Plan,
                with or without revision, and
                include:

            


    

     

    
      	 	
              (i)

            	
              a
                furniture and equipment layout to insure the Space Plan is
                functional,

            


    

     

    
      	 	
              (ii)

            	
              equipment
                specifications stating electrical requirements and heat load
                information.

            


    

     

    
      	 	
              (iii)

            	
              finish
                schedules for walls and carpet, and

            


    

     

    
      	 	
              (iv)

            	
              locations
                for telephone/data and electrical outlets and
                switches.

            


    

     

    
      	 	
              (d)

            	
              As
                soon as practicable (within ten (10) working days) after the approval
                referred to in Clause 4.(c), Landlord shall submit the approved Space
                Plan
                together with a written estimate of the cost to Tenant therefor,
                if any,
                including Landlord’s Supervisory Fee of five percent
                (5%).

            


    

     

    
      	 	
              (e)

            	
              Within
                five (5) working days after receipt of the approved Space Plan and
                written
                estimate of Tenant’s cost
                referred to in Clause 4.(d), Tenant shall approve same in writing.
                Tenant’s failure to provide written
                approval shall be deemed a disapproval thereof and Landlord shall
                not
                proceed with final Working Drawings and
                Specifications.

            


    

     

    
      	 	
              (f)

            	
              As
                soon as practicable thereafter (within ten (10) working days) Landlord
                will submit to Tenant Working Drawings
                and Specifications for construction of the Premises in accordance
                with the
                approved Space
                Plan and written estimate of Tenant cost. Tenant shall approve in
                writing
                said Working Drawings and Specifications within five (5) working
                days
                after receipt thereof.

            


    

     

    
      	 	
              (g)

            	
              Any
                changes in the final Working Drawings and Specifications may be made
                only
                by written request by Tenant to Landlord and all costs incurred as
                a
                result of such changes (including costs of revisions to Working Drawings
                and/or Specifications), shall be paid for in full by Tenant upon
                billing
                by Landlord.

            


    

     

    COMPLETION
      AND RENTAL COMMENCEMENT DATE

     

    5. When
      a
      Certificate of Occupancy has been issued by the governing authority, Completion
      of the Premises shall be deemed to have occurred and possession thereof deemed
      delivered to Tenant for all purposes of the Lease including, without limitation,
      Paragraph 2. thereof. For purposes hereof, the Premises shall be substantially
      completed when all areas can be safely occupied and only
      “punchlist” work remains to be performed, and a Certificate of Occupancy has
      been issued for the Building and the Premises by the
      appropriate regulatory agencies. However, if Tenant is responsible for the
      construction of the Premises and the obtaining of a Certificate of Occupancy
      for
      the Premises, Tenant shall promptly apply for such Certificate of Occupancy
      and
      proceed with due diligence until such Certificate of Occupancy is obtained.
      Landlord and Tenant understand that pursuant to Paragraph 2. of the Lease,
      Tenant’s obligation to pay Rent thereunder shall not commence until Landlord has
      been issued such certificate; provided, however, that if Landlord shall be
      delayed in substantially completing said work as a result of:

     

    
      	 	
              (a)

            	
              Tenant’s
                failure to furnish information so that Working Drawings and Specifications
                cannot be completed by                      ;
                or

            


    

     

    
      	 	
              (b)

            	
              Tenant’s
                request for materials, finishes or installations other than Landlord’s
                “Building Standards”; or

            


    

     

    
      	 	
              (c)

            	
              Tenant’s
                changes in the Plans, Working Drawings and/or Specifications approved
                by
                Tenant after their submission to Landlord;
                or

            


    

     

    
      	 	
              (d)

            	
              Tenant’s
                failure to pay in full all outstanding amounts due with respect to
                Completion of the Premises; 

            


    

     

    then
      the
      commencement of Rent under said Lease shall be accelerated by the number of
      days
      of such delay.

     

    AMOUNTS
      PAYABLE TO LANDLORD

     

    6. Amounts
      payable by Tenant to Landlord as required by Clauses 3 and 7 herein shall be
      paid as follows:

     

    
      	 	
              (a)

            	
              A
                retainer of 50% of Tenant’s estimated costs in excess of any Tenant
                Improvement Allowance as set forth in Clause 7 shall be paid prior
                to
                start of Construction;

            


    

     

    
      	 	
              (b)

            	
              At
                Landlord’s sole discretion, progress bills for Tenant’s estimated costs in
                excess of any Tenant Improvement Allowance may be rendered during
                the
                Work;

            


    

     

    
      	 	
              (c)

            	
              At
                Completion of the Premises, Landlord will submit the final bill which
                is
                due and payable upon Tenant’s acceptance of the Premises, which acceptance
                will not be unreasonably delayed or denied;
                and

            


    

     

    
      	 	
              (d)

            	
              Tenant
                agrees to pay Landlord within thirty (30) days after being
                billed.

            


    

     

    LANDLORD’S
      CONTRIBUTION/TENANT IMPROVEMENT ALLOWANCE

     

    
      	7.  	
              Landlord
                will construct improvements in accordance with this Exhibit “B” of the
                Lease and Tenant’s approved Working Drawings and Specifications and
                approved change orders, provided however that the total cost of such
                improvements for a “below
                semi-finished ceiling” buildout, including costs of construction, all
                architectural and engineering fees and Landlord’s Supervisory Fee,
                shall not exceed an allowance totaling $1,345,608.00 which is $33.00
                per
                Rentable Square Foot. The total amount of the allowance
                shall be appropriately modified if the size of the Premises is changed
                as
                provided herein. Any unused dollars from this allowance not used
                for improvements to the Premises within sixty (60) days from issuance
                of
                Certificate of Occupancy will not be disbursed unless such
                work has already been contracted for, even if it is not yet completed
                and/or built. To the extent that the cost of such improvements and
                fees
                exceed this allowance, Tenant shall be responsible to reimburse Landlord
                for such excess in addition to Landlord’s Supervisory Fee
                of
                five percent (5%) on the excess amount. There shall be no refund
                or rebate
                to Tenant for any unused portion of this improvement
                allowance.

            


    

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    


     

    SCHEDULE
      II TO EXHIBIT B

     

    BASE
      BUILDING DEFINITION

     

    Landlord,
      at Landlord’s sole cost and expense, shall provide Tenant with the following
      minimum base building standard improvements for the initial Premises, Expansion
      Space, Right of First Refusal Space, or other space leased by Tenant during
      the
      Lease Term or the Renewal Option periods. Upon the relevant Commencement Date,
      The Base Building shall comply with all applicable governmental codes and
      regulations (including but not limited to ADA and Handicap) then in effect
      in
      order to allow Tenant to obtain a Certificate of Occupancy (or its equivalent)
      for the applicable space.

     

    
      	
              1.

            	
              Smooth
                and level concrete floor (1/4” in 10’ non-cumulative) ready for
                installation of Tenant’s applied floor finish carpeting and designed to
                support the following loads:

            


    

     

    A) Partition
      Load - Twenty (20) lbs./sf

     

    
      	 	
              B)

            	
              Live
                Load - eighty (80) lbs./sf in accordance with the current State of
                Florida
                Building Code. Subject to live load redistribution calculations,
                core
                areas and Tenant’s lease space spans maybe capable of supporting heavier
                loads in and around the building core area(s) in order to accommodate
                the
                additional loading requirements of special areas (Library, File Room,
                etc.).

            


    

     

    Concrete
      floor to be broom clean with holes filled and free of dirt and
      debris.

     

    
      	
              2.

            	
              The
                inside face perimeter walls, sills and or bulkheads (non-glass surfaces)
                shall be framed, drywalled, insulated, spackled, finished taped and
                sanded
                from slab to finished ceiling (10’-0” height) ready to accept eggshell
                paint.

            


    

     

    
      	
              3.

            	
              All
                columns, core walls, and base building partitions shall be framed,
                drywalled, spackled, finished, taped and sanded from slab to finished
                ceiling at 10’-0” AFF ready to accept eggshell
                paint.

            


    

     

    
      	
              4.

            	
              Horizontal
                mini blinds shall be installed at all perimeter glass and glazing.
                Blinds
                to be left in the up position and
                bagged.

            


    

     

    
      	
              5.

            	
              Service
                Core - Full Floor Tenant:

            


    

     

    Service
      Core complete with air conditioning, fire sprinklers, finished elevators,
      elevator lobby (including a service elevator lobby with lights, finished walls,
      ceiling, tile floors and resilient base), doors at the elevator lobbies,
      stairways, ventilation shafts, electrical/telephone rooms, and mechanical
      room(s).

     

    
      	
              6.

            	
              Service
                Core - Multi-Tenant Floor

            


    

     

    Service
      Core, complete with air conditioning, fire sprinklers, life safety equipment,
      finished elevators, elevator lobby (with carpet,
      lights, finished walls, doors and ceiling), a service elevator lobby (with
      lights, finished walls, ceiling, vinyl tile floors and
      resilient base), stairways, ventilation shafts, electrical/telephone rooms,
      mechanical room and any required finished exiting corridors (with carpet,
      lights, finished walls, air conditioning, fire sprinklers and ceiling), and
      demising partitions between tenants
      and common area corridors (which shall include studs, acoustical insulation
      and
      drywall spackled, finished taped and
      sanded
      from floor to finished ceiling, ready to receive eggshell paint on Tenant’s side
      only.

     

    
      	
              7.

            	
              ADA
                accessible, dual level drinking fountain per floor, per
                code.

            


    

     

    
      	
              8.
                

            	
              ADA
                accessible washrooms (to code based on code required population density),
                ventilated, air-conditioned and finished according to building standard
                with ceramic floors and walls (wet walls only) (or their equivalent),
                finished ceilings, vanities, cubicles, accessories, fixtures, trim
                and
                lighting, hot and cold running
                water.

            


    

     

    
      	
              9.
                

            	
              3’-0”
                x 9’-0” solid wood core with stained mahogany veneer doors, complete with
                frame, trim and hardware (ADA compliant), installed on all doorways
                in the
                service core. Perimeter gaskets to be installed on the doors to mechanical
                rooms. Hardware to be Schlage or
                equal.

            


    

     

    
      	
              10.
                

            	
              Electrical
                grid for 277 volt lighting installed. Layout per HKS drawing E3.03.
                Illumination levels in the building public areas and lobbies shall
                be
                designed to comply with the lighting design guidelines as recommended
                by
                the Illuminating Engineering Society of North America (IESNA) “Lighting
                Design Guide published in the IESNA Handbook. Lighting design shall
                be
                suitable and appropriate for a Class A office Building in Orlando,
                Florida.

            


    

     

    
      	
              11.

            	
              Power
                grid provided per layout HKS drawing
                E2.03.

            


    

     

    
      	
              12.
                

            	
              Access
                in the telephone room on each floor to conduit sleeves for cable
                television services. Landlord’s obligation to provide such access shall
                only apply to the extent that cable television services are available
                to
                the Building, and it shall be Tenant’s responsibility, at Tenant’s sole
                expense, to subscribe to any such service(s) if Tenant so desires.
                All
                power, data, voice, and fiber cable requirements are provided to
                the
                “point of origin” to the Building. Point of origin or demarcation point
                shall be the main telephone room on the first floor. This will include
                sufficient conduit or conduit sleeves for risers to each floor. Tenant
                will have the right, at no cost to Tenant, to two 4 inch Building
                risers
                (conduit sleeve) capacity to run conduit to bring telecommunications
                services to the Premises.

            


    

     

    
      	
              13.

            	
              Plumbing.
                Valved Point of Connection, within core on Tenant’s floor for cold water,
                Point of connection for waste and vent lines within core on Tenant’s
                floor.

            


    

     

    
      	
              14.

            	
              HVAC.
                Base Building Design Conditions:

            


    

     

    
      	 	
              A)

            	
              Outdoor
                Summer and Winter design conditions in accordance with the latest
                (2001)
                edition of ASHRAE Fundamentals Handbook, Table 1, Climatic Conditions
                for
                the United States 1% for cooling and 99% for
                heating.

            


    

     

    
      	 	
              B)

            	
              Air
                filtration of supply air shall utilize minimum 65% efficient filters
                based
                on ASHRAE Standard 52.1-92.

            


    

     

    
      	 	
              C)

            	
              Indoor
                Summer conditions:

            


    

     

    
      	 	
              i)

            	
              75dg.F.
                +/- 2dg.F. dry bulb with 55% Average Relative Humidity, based on
                93 degree
                F dry bulb with 76 degree F wet bulb outside air conditions per Florida
                energy code.

            


    

     

    
      	 	
              D)

            	
              Indoor
                Winter conditions:

            


    

     

    
      	 	
              i)

            	
              70dg.F.
                +1- 2dg.F. dry bulb, based on 42 degree F outdoor
                conditions.

            


    

     

    
      	 	
              E)

            	
              Base
                Building HVAC system to furnish supply air through the medium pressure
                Base Building air ducts, at the point at which the air enters Tenant’s
                Premises, in accordance with the following
                standards:

            


    

     

    
      	 	
              i)

            	
              Medium
                Pressure Base Building HVAC System:

            


    

     

    
      	 	
              a)

            	
              Cold
                air supply temperature - 55 +
                2dg.F.

            


    

    
      	 	
              b)

            	
              Cold
                air supply static pressure - 2” maximum + .25”
                w.c.

            


    

    
      	 	
              c)

            	
              Hot
                air supply temperature - 85 degree Fahrenheit +
                2dg.F.

            


    

    
      	 	
              d)

            	
              Hot
                air supply static pressure - 2” maximum +
                .25”w.c.

            


    

     

    
      	 	
              ii)

            	
              Low
                Pressure Base Building HVAC System:

            


    

     

    
      	 	
              a)

            	
              Cold
                air supply temperature - 55 +
                2dg.F.

            


    

    
      	 	
              b)

            	
              Cold
                air supply static pressure - 1” + .25”
w.c.

            


    

    
      	 	
              c)

            	
              Hot
                air supply temperature - 85 degree Fahrenheit +
                2dg.F.

            


    

    
      	 	
              d)

            	
              Hot
                air supply static pressure - 1” +
                .25”w.c.

            


    

     

    
      	 	
              F)

            	
              The
                temperature control system shall be a web based central digital control
                (DDC) system capable of maintaining the zone set points per C and
                D
                above.

            


    

     

    
      	 	
              G)

            	
              The
                Base Building HVAC shall deliver to the Tenant Premises supply air
                pressures and temperatures per E(i) and E(ii) above Tenant’s design
                criteria is as follows:

            


    

     

    
      	 	
              i)

            	
              Population
                Density - 0.8/100 usf

            


    

     

    
      	 	
              ii)

            	
              Cooling
                Load - 4.0 watts/usf (lights, receptacles, and miscellaneous
                equipment)

            


    

     

    
      	 	
              iii)

            	
              Outside
                air requirements - in accordance with ASHRAE standard 62
                1999.

            


    

     

    
      	 	
              iv)

            	
              Medium
                pressure Main duct per HKS drawing M2.03 insulated and sized to meet
                the
                above stated design conditions.

            


    

     

    
      	 	
              v)

            	
              Supplemental
                HVAC

            


    

    Separate
      cooling units for Equipment Room (furnished and installed by Tenant) requiring
      Landlord to provide Point of Connection in core for chilled water. This water
      shall be available for the Equipment Room Supplemental cooling unit and shall
      be
      made available to Tenant, 24 hours/day, 365 days/year from the district chilled
      water supply delivered to the building by OUC.

     

    
      	
              15.

            	
              Fire
                Protection, Detection and Warning. As required by the latest federal,
                state, and local codes, as of the lease commencement date, including
                but
                not limited to the following:

            


    

     

    
      	 	
              A)

            	
              Compliance
                with the latest Handicapped and ADA
                requirements

            


    

    
      	 	
              B)

            	
              Exit
                signs at core

            


    

    
      	 	
              C)

            	
              Fire
                extinguishers and cabinets at core

            


    

    
      	 	
              D)

            	
              Smoke
                detectors at core

            


    

    
      	 	
              E)

            	
              Life
                Safety Speakers/strobe lights at
                core

            


    

    
      	 	
              F)

            	
              Complete
                fire sprinkler loop including temporary drops (one head per 180
                usf)

            


    

    
      	 	
              G)

            	
              “Central
                Emergency Management Center” for emergency
                systems

            


    

    
      	 	
              H)

            	
              Fire
                Alarm panel shall be configured to serve up to 125 speakers and 30
                visual
                devices per floor in the Tenant
                space.

            


    

     

    16. Electrical.

     

    
      	 	
              A)

            	
              Telephone
                and electrical services shall be according to serving utility
                requirements, including but not limited to all
                substructures, backboards, switchboards, etc., for complete operating
                systems. The Landlord shall pay all governmental and utility fees
                as
                required for completion of the Base
                Building.

            


    

     

    
      	 	
              B)

            	
              Landlord
                shall furnish on the floor(s) occupied by Tenant all Electrical Feeders,
                K-13 rated Transformers, Distribution Panels and Branch Circuit Breaker
                Panels to support the following load
                requirements:

            


    

     

    i) Connected
      Load

     

    
      	 	
              a)

            	
              208V/120V
                Utility Power: Approximately 5 Watts/usf with the quantity of branch
                circuits in the receptacle panels based on a load of 800 Watts per
                20
                Ampere, 120 volt branch circuit.

            


    

    
      	 	
              b)

            	
              277V
                Lighting: 3 Watts/usf with the number of branch circuits conveyed
                in the
                lighting grid based on a load of 3000 Watts per 20 Ampere, 277 volt
                branch
                circuit.

            


    

    
      	 	
              c)

            	
              HVAC:
                As required by Building to support stated electrical demand
                load.

            


    

    
      	 	
              d)

            	
              The
                nameplate of the K-13 transformer shall be
                112-1/2.

            


    

    
      	 	
              e)

            	
              Two
                208/120 volt 84 circuit panels are provided on each floor for full
                floor
                Tenant’s use.

            


    

     

    ii) Demand
      Load

     

    4.25
      Watts/usf for lighting, receptacles and miscellaneous tenant power loads
      (excludes power for HVAC).

     

    C) Six
      (6)
      4” Conduit sleeves interconnecting each floor from Base Building Telephone Room
      backboard.

     

    17. Miscellaneous.

     

     

    
      	 	
              A)

            	
              Landlord
                shall not impose any fee or cost upon Tenant for preinstalled items,
                systems or improvements.

            


    

     

    
      	 	
              B)

            	
              All
                spaces will be designed using the ceiling plenum space as a return
                air
                plenum.

            


    

     

    
      	 	
              C)

            	
              Landlord,
                at Landlord’s sole cost, shall furnish all temporary power and water
                required during Tenant’s
                construction.

            


    

     

    
      	 	
              D)

            	
              Upon
                the Tenant Improvement Construction Commencement Date, Landlord shall
                deliver to Tenant a completely weatherproof
                premise.

            


    

     

    
      	 	
              E)

            	
              Landlord
                shall deliver conditioned air to the Tenant’s Premises no later than 45
                days after commencement of the Tenant Improvement
                Work.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



     

    EXHIBIT
      “C”

     

     

    


     

     

    COMMENCEMENT
      DATE AGREEMENT

     

     

    AND

     

     

    ACCEPTANCE
      OF PREMISES

     

    THIS
      AGREEMENT made as of ___, 20__ between CNL PLAZA II, LTD. (“Landlord”), and
      ________________ (hereinafter referred to as “Tenant”).

     

    WHEREAS,
      Landlord and Tenant entered into a Lease dated       ,
      20     
      (hereinafter referred to as the “Lease”) for office space in the Building known
      as CNL Center Tower II;

     

    NOW,
      THEREFORE, pursuant to the provisions of Paragraph 2.B. of the Lease, Landlord
      hereby informs Tenant and Tenant
      confirms
      the following:

     

    
      	
              1.

            	
              The
                Commencement Date of the Lease term is _________, 20_,
                and the expiration date is 20__.
                Tenant has accepted possession of the Premises on         ,
                20_.

            


    

     

    
      	
              2.

            	
              If
                appropriate, the Delayed Commencement Date is _________ 20_.

            


    

     

    3. Rentals
      commenced to accrue at the monthly rate of $ ,
      plus
      applicable state sales tax, on _________, 20___

     

    
      	
              4.

            	
              A
                security deposit of $__________ has been paid to Landlord or its
                designated agent.

            


    

     

    
      	
              5.

            	
              Tenant
                is in possession of, and has accepted the Premises demised by the
                Lease,
                and acknowledges that all the work to be performed
                by Landlord in the Premises as required by the terms of the Lease
                has now
                been satisfactorily completed. Tenant
                further certifies that all conditions of the Lease required of Landlord
                as
                of this date have been fulfilled and there are no defenses or off-sets
                against the enforcement of the Lease by
                Landlord.

            


    

     

    
      	
               

               

              Date:
                

               

            	
              TENANT:

               

               

              By:
                

               

              Title:
                

               

            
	 	
              Attest:

               

               

               

              Title:

               

            
	 	
              (CORPORATE
                SEAL)

               

            
	 	
              Marketing
                Representative

               

            
	 	
              Property
                Manager

               

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      “D”

    RULES
      AND REGULATIONS

    The
      rules
      and regulations set forth in this Exhibit shall be and hereby are made a part
      of
      the Lease to which they are attached.
      Whenever
      the term “Tenant” is used in these rules and regulations, it shall be deemed to
      include Tenant, its employees or agents and any other persons permitted by
      Tenant to occupy or enter the Premises. The following rules and regulations
      may
      from time to time be modified by Landlord in the manner set forth in Section
      27.
      of the Lease.

     

    OBSTRUCTION

     

    1. The
      sidewalks, entries, passages, corridors, halls, lobbies, stairways, elevators
      and other common facilities of the Building shall be controlled by Landlord
      and
      shall not be obstructed by Tenant or used for any purposes other than ingress
      or
      egress to and
      from
      the Premises. Tenant shall not place any item in any of such locations, whether
      or not any such item constitutes an obstruction,
      without
      the prior written consent of Landlord. Landlord shall have the right to remove
      any obstruction or any such item without notice to Tenant
      and at the expense of Tenant. The floors, skylights and windows that reflect
      or
      admit light into any place in said Building shall not
      be
      covered or obstructed by Tenant.

     

    ORDINARY
      BUSINESS HOURS

     

    2. Whenever
      used in the Lease or in these rules and regulations, the ordinary business
      hours
      of the Building shall be from 7:00 A.M. to 7:00 P.M. Monday through Friday
      and
      7:00 A.M. to 2:00 P.M. Saturday of each week, excluding the legal holidays
      of
      New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
      Christmas Day.

     

    DELIVERIES

     

    3. Tenant
      shall insure that all deliveries of supplies to the Premises shall be made
      only
      upon the elevator designated by Landlord
      for deliveries and only during the ordinary business hours of the Building.
      If
      any person (including, without limitation, deliveries
      of mail,
      office supplies, beverages and soft drinks, catered meals and all other
      deliveries of bulk items) delivering supplies to Tenant damages the elevator
      or
      any other part of the Building, Tenant shall pay to Landlord upon demand the
      amount required to repair such damage. Prior approval must be obtained from
      Landlord for any deliveries of bulky objects that must be received in the
      loading docks area
      after normal business hours. Hand trucks, except those equipped with rubber
      tires or the like, shall not be used in any space or in
      the
      public halls of the Building either by Tenant or others in the delivery or
      receipt of merchandise to the Premises. Use of any hand trucks, dollies and
      all
      such conveyances shall be restricted to freight elevators or other passageways
      designated by Landlord.

     

    MOVING

     

    4. Movement
      in or out of the Building of furniture or office equipment, or dispatch or
      receipt by Tenant of any bulky material, merchandise or materials which requires
      use of elevators or stairways, or movement through the Building entrances or
      lobby shall be restricted to such hours as Landlord shall designate, and shall
      not be undertaken without Landlord’s prior written consent. Tenant assumes all
      risks as to damage to articles moved and injury of persons or public engaged
      or
      not engaged in such movement, including equipment, property and personnel of
      Landlord if damaged or injured as a result of acts in connection with carrying
      out this service
      for Tenant; and Landlord shall not be liable for acts of any person engaged
      in
      connection with such service performed for Tenant. Furniture
      and equipment shall be moved in or out of the Building only upon the elevator
      designated by Landlord for deliveries and then only
      during such hours and in such manner as may be prescribed by Landlord. Landlord
      shall have the right to approve or disapprove the movers
      or
      moving company employed by Tenant, such approval not to be unreasonably
      withheld, and Tenant shall cause such movers to
      use only
      the loading facilities and elevator designated by Landlord. If Tenant’s movers
      damage the elevator or any other part of the Building, Tenant shall pay to
      Landlord upon demand the amount required to repair such damage.

     

    HEAVY
      ARTICLES

     

    5. No
      safe
      or article the weight of which may, in the reasonable opinion of Landlord,
      constitute a hazard or damage to the
      Building or its equipment, shall be moved into the Premises. Safes and other
      heavy equipment, the weight of which will not constitute
      a hazard
      or damage the Building or its equipment, shall be moved into, from or about
      the
      Building only during such hours and in such manner
      as
      shall be prescribed by Landlord, and Landlord shall have the right to designate
      the location of such articles in the Premises.

     

    NUISANCE

     

    6. Tenant
      shall not do or permit anything to be done in the Premises, or bring or keep
      anything therein which would in any way constitute a nuisance or waste, or
      obstruct or interfere with the rights of other tenants of the Building, or
      in
      any way injure or annoy
      them, or conflict with the laws relating to fire, or with any regulations of
      the
      fire department or with any insurance policy upon the
      Building
      or any part thereof, or conflict with any of the rules or ordinances of any
      governmental authority having jurisdiction over the Building (including, by
      way
      of illustration and not limitation, using the Premises for sleeping, lodging
      or
      cooking).

     

    BUILDING
      SECURITY

     

    7. Landlord
      may restrict access to and from the Premises and the Building outside of the
      ordinary business hours of the Building for reasons of Building security.
      Landlord may require identification of persons entering and leaving the Building
      during this period
      and, for this purpose, may issue Building passes to tenants of the Building.
      Landlord shall not be liable to any person (including,
      without
      limitation, Tenant) for excluding any person from the Building, or for admission
      of any person to the Building at any time, or for damages,
      loss or theft resulting therefrom. After ordinary business hours Tenants, their
      employees or agents, will be required to provide
      appropriate identification (picture ID - business cards are not acceptable),
      sign in upon entry, and sign out upon leaving, giving the location during such
      person’s stay and such person’s time of arrival and departure and shall
      otherwise comply with any reasonable access control procedures Landlord may
      from
      time to time institute.

     

    PASS
      KEY

     

    8. The
      janitor of the Building may at all times keep a pass key to the Premises, and
      he
      and other agents of Landlord shall at all times be allowed admittance to the
      Premises. Unless explicitly permitted by the Lease, Tenant shall not employ
      any
      person other than Landlord’s contractors and employees for the purpose of
      cleaning and taking care of the Premises. Landlord shall not be responsible
      for
      any loss, theft, mysterious disappearance of or damage to any property, however
      occurring.

     

    LOCKS
      AND KEYS FOR PREMISES

     

    9. No
      additional lock or locks shall be placed by Tenant on any door in the Building
      and no existing lock shall be changed
      unless the written consent of Landlord shall first have been obtained. A key
      to
      the Premises and to the toilet rooms, if locked by Landlord,
      will be furnished by Landlord for each of Tenant’s employees, and Tenant shall
      not have any duplicate key made. Tenant shall
      be
      required to pay for any extra keys needed. Landlord also shall furnish to Tenant
      the appropriate number of parking/access cards for access and egress to and
      from
      the Building as applicable during hours outside the ordinary business hours
      of
      the Building. The distribution and use of such access cards by Tenant and its
      employees shall be subject at all times to such additional rules as Landlord
      may
      promulgate from time to time. At the termination of this tenancy Tenant shall
      promptly return to Landlord all keys and access cards to the Building, offices,
      toilet rooms, and parking facilities. Tenant shall promptly report to Landlord
      the loss or theft of any key or access card.

     

    SIGNS

     

    10. Signs
      on
      Tenant’s entrance door will be provided for Tenant by Landlord. No
      advertisement, sign or other notice shall be inscribed, painted or affixed
      on
      any part of the outside or inside of the Building, except upon the interior
      doors as permitted by Landlord,
      which advertisement, signs, or other notices shall be of Building Standard
      order, size and style, and at such places as shall be designated
      by Landlord. In addition, Landlord shall provide in the lobby of the Building,
      at Landlord’s expense, a building directory which
      shall
      include Tenant’s name.

     

    USE
      OF WATER FIXTURES

     

    11. Water
      closets and other water fixtures shall not be used for any purpose other than
      that for which the same are intended, and any damage resulting to the same
      from
      misuse on the part of Tenant shall be paid for by Tenant. No person shall waste
      water by tying back or wedging the faucets or in any other manner.

     

    NO
      ANIMALS, EXCESSIVE NOISE

     

    12. No
      birds
      or animals (other than seeing eye dogs) shall be allowed in the offices, halls,
      corridors and elevators in the Building. No person shall disturb the tenants
      of
      this or adjoining buildings or space by the use of any radio or musical
      instrument or by the making of loud or improper noises.

     

    BICYCLES

     

    13. Bicycles
      or other vehicles shall not be permitted anywhere inside or on the sidewalks
      outside of the Building, except
      in those
      areas designated by Landlord for bicycle parking.

     

    TRASH

     

    14. Tenant
      shall not allow anything to be placed on the outside of the Building, nor shall
      anything be thrown by Tenant out
      of
      the windows or doors, or down the corridors, elevator shafts, or ventilating
      ducts or shafts of the Building. All trash shall be placed
      in
      receptacles provided by Tenant on the Premises or in any receptacles provided
      by
      Landlord for the Building.

     

    WINDOWS
      AND ENTRANCE DOORS

     

    15. Window
      shades, blinds or curtains of a uniform Building Standard color and pattern
      only
      shall be provided for the exterior
      glass of the Building to give uniform color exposure through exterior windows.
      Exterior blinds shall remain in the lowered position
      at all
      times to provide uniform exposure from the outside. No awnings, curtains,
      blinds, shades or screens shall be attached to or hung in, or used in connection
      with any window or door of the Premises without prior written consent of
      Landlord, including approval by Landlord of the quality, type, design, color
      and
      manner of attachment. Tenant entrance doors should be kept closed at all times
      in accordance with the fire code.

     

    HAZARDOUS
      OPERATIONS AND ITEMS

     

    16. Tenant
      shall not install or operate any steam or gas engine or boiler, or carry on
      any
      mechanical business in the Premises
      without Landlord’s prior written consent, which consent may be withheld in
      Landlord’s absolute discretion. The use of oil, gas or
      inflammable liquids for heating, lighting or any other purpose is expressly
      prohibited. Explosives or other articles deemed extra hazardous shall not be
      brought into the Building. No flammable, combustible or toxic fluid or substance
      and no explosives shall be brought into the Building. Tenant shall not cause
      or
      permit any gases, liquids or odors to be produced upon or emanate from the
      Premises.

     

    HOURS
      FOR REPAIRS, MAINTENANCE AND ALTERATIONS

     

    17. Any
      repairs, maintenance and alterations required or permitted to be done by Tenant
      under the Lease shall be done only during the ordinary business hours of the
      Building unless Landlord shall have first been notified that such work will
      be
      done outside of
      such
      times. If Tenant desires to have such work done by Landlord’s employees on
      Saturdays, Sundays, holidays or weekdays outside
      of
      ordinary business hours, Tenant shall pay the extra cost of such
      labor.

     

    NO
      DEFACING OF PREMISES

     

    18. 
      Except
      as permitted by Landlord, Tenant shall not mark upon, cut, drill into, drive
      nails or screws into, or in any way deface the doors, walls, ceilings, or floors
      of the Premises or of the Building, nor shall any connection be made to the
      electric wires or electric
      fixtures without the consent in writing on each occasion of Landlord or its
      agents, and any defacement, damage or injury caused
      by
      Tenant shall be paid for by Tenant.

     

    LIMIT
      ON EQUIPMENT

     

    19. 
      Tenant
      shall not, without Landlord’s prior written consent, install or operate any
      computer using more than ten (10) AMPS, duplicating or other large business
      machines or equipment, upon the Premises, or carry on any mechanical business
      thereon. If Tenant
      requires any interior wiring such as for a business machine, intercom, printing
      equipment or copying equipment, such wiring shall be
      done
      by the electrician of the Building only at Tenant’s expense, and no outside
      wiring persons shall be allowed to do work of this kind
      unless
      by the written consent of Landlord or its representatives, such consent not
      to
      be unreasonably withheld. If telegraphic or telephonic service is desired,
      the
      wiring for same shall be done as directed by the electrician of the Building
      or
      by some other employee of Landlord who may be instructed by the superintendent
      of the Building to supervise same, and no boring or cutting for wiring shall
      be
      done unless approved by Landlord or its representatives, as stated.

     

    SOLICITATION;
      FOOD AND BEVERAGE

     

    20. 
      Landlord
      reserves the right to restrict, control or prohibit canvassing, soliciting
      and
      peddling within the Building. Tenant
      shall not grant any concessions, licenses or permission for the sale or taking
      of orders for food or services or merchandise in the
      Premises, nor install or permit the installation or use of any machine or
      equipment for dispensing goods or foods or beverages in the Building,
      nor permit the preparation, serving, distribution or delivery of food or
      beverages in the Premises without the approval of Landlord and
      in
      compliance with arrangements prescribed by Landlord. Only persons approved
      in
      writing by Landlord shall be permitted to serve,
      distribute, or deliver food and beverages within the Building, or to use the
      elevators or public areas of the Building for that purpose. Tenant shall have
      the right to have catering companies and restaurants deliver food to the
      Premises without the prior consent of Landlord, provided Tenant gives Landlord
      an updated list of vendors which it uses. If Tenant desires to place any heavy
      vending machines within its Premises, Tenant shall first consult with and
      receive the approval of Landlord as to the placement of such vending
      machines.

     

     

    SMOKING
      POLICY

     

    21. 
      In
      accordance with local governmental law, the Building is a “No Smoking” building,
      and smoking cigarettes, cigars, pipes,
      or
      any other type of smoking instrument by anyone in any portion of the Building
      is
      strictly prohibited. As an accommodation to tenants
      of the Building, Landlord may from time to time designate certain portions
      of
      the Property as areas where smoking is permitted
      (“Smoking Areas”). Smoking is not permitted on any portion of the Property other
      than Smoking Areas designated by Landlord. The designated
      Smoking Areas may be relocated or eliminated entirely by Landlord at any time,
      in Landlord’s sole discretion. Littering is
      strictly
      prohibited on all portions of the Property, including but not limited to the
      Smoking Areas.

     

    OBLIGATION
      TO INFORM

     

    22. It
      is the
      express obligation of the Tenant to inform, in a timely manner, each of its
      employees, agents, invitees, or
      guests
      of the Rules and Regulations of the Building and to cause such parties to comply
      therewith.

     

    CAPTIONS

     

    23. The
      caption for each of these rules and regulations is added as a matter of
      convenience only and shall be considered
      of no
      effect in the construction of any provision or provisions of these rules and
      regulations.

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      “E”

     

    LEGAL
      DESCRIPTION

     

    A
      portion
      of Block B, BLOCKS A AND B AT CITY COMMONS according to the plat thereof as
      recorded in Plat Book 25, page 73, Public Records of Orange County, Florida,
      all
      being more particularly described as follows:

     

    COMMENCE
      at the Northeast corner of said Block B, said point also lying on the East
      right
      of way line of Boone Avenue; thence South 00°37'17" East along said right of way
      line to a line parallel with and 18.17 feet South of the South right of way
      line
      of South Street and the North line of said Block B for a Point of Beginning;
      thence North 89°22'41" East along said parallel line a distance of 2.58 feet;
      thence North 00°37'19" West, a distance of 8.42 feet, thence North 89°22'41"
      East, a distance of 8.58 feet; thence North 00°37'19" West, a distance of 2.25
      feet to a line parallel with and 7.51 feet South of the South right of way
      line
      of South Street and the North line of said Block B; thence North 89°22'41" East
      along said parallel line a distance of 174.00 feet; thence South 00°37'19" East,
      a distance of 2.25 feet; thence North 89°22'41" East, a distance of 8.25 feet;
      thence South 00°37'19" East, a distance of 8.59 feet; thence North 89°22'41"
      East, a distance of 12.92 feet; thence South 00°37'19" East, a distance of 64.00
      feet; thence South 89°22'41" West, a distance of 2.29 feet; thence South
      00°37'19" East, a distance of 8.83 feet; thence South 89°22'41" West, 8.51 feet
      to a point lying on an arc of a curve concave to the Northwest; having a radius
      of 30.41 feet and a central angle of 90°20'18"; thence in a Southwesterly
      direction along the arc of said curve, a distance of 60.07 feet, said arc
      subtended by a chord bearing South 44°22'58" West; thence South 00°37'19" East,
      a distance of 8.17 feet; thence South 89°22'41" West a distance of 8.83 feet;
      thence South 00°37'19" East, a distance of 2.29 feet; thence South 89°22'41"
      West, a distance of 144.00 feet; thence North 00°37'19" West, a distance of 2.00
      feet; thence South 89°22'41" West, a distance of 8.83 feet; thence North
      00°37'19" West, a distance of 9.00 feet; thence South 89°22'41" West, a distance
      of 2.33 feet to the East right of way line of Boone Avenue and the West line
      of
      said Block B; thence North 00°37'17" West along said East line, a distance of
      104.00 feet to the Point of Beginning.

     

    CONTAINING
      24,660 SQUARE FEET, MORE OR LESS.

     

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



     

    EXHIBIT
      “F”

     

     

    SCHEDULE
      OF BASE RENT

     

    
      	 	
              MONTHS

            	 	
              RENT/Per

              RSF

            	 	
              MONTHLY

              RENT

            	 	
              ANNUAL
                RENT

            
	
               

              Year
                1

               

            	
               

              1-12

               

            	 	
              $27.75

            	 	
              $
                94,294.50

            	 	
               

              $1,131,534.00

               

            
	
              Year
                2

            	
              13-24

            	 	
              $28.31

            	 	
              $
                96,197.38

            	 	
              $1,154,368.56

            
	
              Year
                3

            	
              25-36

            	 	
              $28.87

            	 	
              $
                98,100.26

            	 	
              $1,177,203.12

            
	
              Year
                4

            	
              37-48

            	 	
              $29.45

            	 	
              $100,071.10

            	 	
              $1,200,853.20

            
	
              Year
                5

            	
              49-60

            	 	
              $30.04

            	 	
              $102,075.92

            	 	
              $1,224,911.04

            
	
              Year
                6

            	
              61-72

            	 	
              $30.64

            	 	
              $104,114.72

            	 	
              $1,249,376.64

            
	
              Year
                7

            	
              73-84

            	 	
              $31.25

            	 	
              $106,187.50

            	 	
              $1,274,250.00

            
	
              Year
                8

            	
              85-96

            	 	
              $31.88

            	 	
              $108,328.24

            	 	
              $1,299,938.88

            
	
              Year
                9

            	
              97-108

            	 	
              $32.51

            	 	
              $110,468.98

            	 	
              $1,325,627.76

            
	
              Year
                10

            	
              109-120

            	 	
              $33.16

            	 	
              $112,677.68

            	 	
              $1,352,132.16

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      “G”

    OPTION
      TO RENEW

     

    A. Landlord
      hereby grants Tenant the option to renew the term of this Lease for three (3)
      additional terms of five (5)
      years
      each (the “Renewal Terms”), commencing as of the date immediately following the
      expiration of the Lease Term or the preceding
      Renewal Term, as the case may be, such options to be subject to the covenants
      and conditions hereinafter set forth in
      this
      Exhibit.

     

    B. Tenant
      shall give Landlord written notice (the “Renewal Notice”) of Tenant’s election
      to exercise its renewal options
      not later than twelve (12) months prior to the expiration of the Lease Term
      or
      the preceding Renewal Term, as the case may
      be;
      provided that Tenant’s failure to give the Renewal Notice by said date, whether
      due to Tenant’s oversight or failure to cure any existing defaults or otherwise,
      shall render this renewal option null and void.

     

    C. Tenant
      shall not be permitted to exercise these renewal options at any time during
      which Tenant is in default under this Lease, subject to applicable notice and
      grace periods (if any). In the event Tenant fails to cure any default under
      this
Lease
      prior to the commencement of the Renewal Term(s), subject to applicable notice
      and grace periods, the Renewal Term(s) shall
      be
      immediately cancelled, unless Landlord elects to waive such default, and Tenant
      shall forthwith deliver possession of the
      Premises
      to Landlord as of the expiration or earlier termination of the Lease
      Term.

     

    D. Tenant
      shall be deemed to have accepted the Premises in “as-is” condition as of the
      commencement of the Renewal
      Term(s), subject to any other repair and maintenance obligations of Landlord
      under this Lease, it being understood and
      agreed
      that Landlord shall have no additional obligation to renovate or remodel the
      Premises or any portion of the Building as a result of Tenant’s renewal of this
      Lease.

     

    E. The
      covenants and conditions of this Lease in force during the original Lease Term,
      as the same may be modified from time to time, shall continue to be in effect
      during the Renewal Term(s), except as follows:

     

    (1) The
      “Commencement Date” for the purposes of this Lease shall be the first day of the
      Renewal Term.

     

    (2) The
“Base
      Rent” for each Renewal Term shall be at market rate in the renewal year, but in
      no event shall such rate be less than the Base Rent for the year immediately
      preceding the first year of such Renewal Term.

     

    (3) Following
      expiration of the Renewal Term(s) as provided herein, Tenant shall have no
      further right to renew or extend this Lease.

     

    (4) The
      Renewal Term(s) shall apply to all or any part of the Premises, with Tenant
      to
      specify which portion
      of the Premises is to be included in the Renewal Term when it delivers the
      Renewal Notice (provided that all space
      included
      in the Renewal Term must be contiguous).

     

    F. Tenant’s
      option to renew this Lease shall not be transferable by Tenant, but shall be
      personal and exclusive to the original Tenant named herein.