LEASE AGREEMENT

THIS LEASE is made and entered into on this _______ day of _____________, 2002

by and between _______________________________________, whose address is

____________________________________, (hereinafter referred to as "LESSOR")

and ________________________________________________, whose address is

____________________________________ (hereinafter referred to as "LESSEE").

For and in consideration of the rental and of the coventants and agreements hereinafter set forth to be kept and performed by the LESSEE, LESSOR hereby leases to LESSEE and LESSEE hereby leases from LESSOR the PREMISES herein described for the term, at the rental and subject to and upon all of the terms, covenants and agreements hereinafter set forth.

PREMISES.  LESSOR hereby leases to LESSEE and LESSEE hereby hires from LESSOR that parcel of real property, (hereinafter "PREMISES") more particularly described on EXHIBIT A, which is incorporated herein by reference.

TERM.  The initial term of this lease shall commence on _________,or upon issuance of a certificate of occupancy and shall extend until ___________.This lease may be extended for one (_) additional five (_) year term unless the Lessor notifies the Lessee, in writing, no later than 30 days prior to the end of the initial term that the Lessor elects not to extend the term. In such event the term shall expire in accordance with such notice.  

In addition to the monthly rental, LESSEE shall pay any applicable Florida sales tax or use tax.  LESSOR acknowledges receipt from LESSEE, simultaneously with the execution of this lease of the sum of $_______ representing security deposit.

UTILITIES.  LESSEE shall during the term of this Lease pay, prior to delinquency, all charges for water, sewer, gas, heat, light, power, telephone and all other materials and services supplied to the PREMISES and shall hold LESSOR by a third party harmless from any liability there from.

COMMON AREA MAINTENANCE FEE. LESSEE shall pay to LESSOR as additional rent a monthly fee for common area maintenance, hereinafter referred to a CAM. The CAM for the initial term of this lease shall be $2.75 per rentable square foot or $______ per month plus applicable sales tax. On or about the first day of January of each year, or as soon after as the necessary information becomes available, the CAM will be adjusted to reflect the actual costs from the preceding year. The calculation of the CAM fees shall include the actual costs incurred by the LESSOR during the previous year for the following items: real estate taxes, property and general liability insurance, common area utilities, security, painting, parking lot striping, lawn care and landscape maintenance, pest control, legal and accounting costs, HVAC filters, refuse collection, water and sewer charges, janitorial service and supplies, elevator maintenance and fire equipment service and maintenance. The sum of the above described costs shall be divided by the net rentable square feet of leased space to determine the annual CAM. The annual CAM fee will be divided by twelve (12) to determine the monthly CAM fee. The Lessee will additionally be responsible for the payment of any sales tax applicable the CAM fee.

PERSONAL PROPERTY TAXES.  During the term hereof LESSEE shall pay, prior to delinquency, all taxes assessed against and levied upon fixtures, furnishing, equipment and other personal property to be assessed and billed separately from the real property of LESSOR.  In the event any or all of LESSEE'S fixtures, furnishing, equipment and other personal property shall be assessed and taxed with LESSOR'S real property, the LESSEE shall pay to LESSOR its share of such taxes within ten (10) days after delivery to LESSEE by LESSOR of a statement in writing setting forth the amount of such taxes applicable to LESSEE'S property.  For the purpose of determining said amount, figures supplied by the County Assessor as to the amount so assessed shall be conclusive and LESSEE shall comply with the provisions of any law, ordinance or rule of taxing authorities which requires LESSEE to file a report of LESSEE'S property located in the PREMISES.

LESSEE acknowledges that neither LESSOR nor any agent of LESSOR has made any representation or warranty with respect to the PREMISES or with respect to the suitability the PREMISES for the conduct of LESSEE'S business, nor has LESSOR agreed to undertake any modification, alteration or improvement to the PREMISES except as provided in this Lease.  The foregoing is subject, however, to the contingencies provided in paragraph 20 hereafter.

LESSEE shall not use the PREMISES or permit anything to be done in or about the PREMISES which will in any way conflict with any law, statute, ordinance or governmental rule or regulation or requirement of duly constituted public authorities now in force or which may hereafter be enacted or promulgated.  LESSEE shall at its sole cost and expense promptly comply with all laws, statutes, ordinances and governmental rule, regulation or requirement now in force and with the requirements of any board of fire underwriters or other similar body now or hereafter constituted relating to or affecting the conditions, use or occupancy of the PREMISES.  The judgment of any court of competent jurisdiction or the admission of LESSEE in any action against LESSEE, whether LESSOR be a party thereto or not, that LESSEE has violated any law, statute, ordinance or governmental rule, regulation or requirement, shall be conclusive of the fact as between LESSOR and LESSEE.

LESSEE hereby acknowledges LESSEE'S understanding that the indemnity provisions set forth in Paragraph 12 hereinafter include, but are not limited to any and all claims arising from LESSEE'S use of the PREMISES, and other matters, as set forth more particularly in said Paragraph 12.

PERSONAL PROPERTY OR STRUCTURES.  All personal property or structures of any kind or description whatsoever on the PREMISES shall be at the LESSEE'S sole risk and the LESSOR shall not be liable for any damage done to or loss of such personal property or structure suffered during the term of this Lease.

RIGHTS TO EFFECTS.  Upon termination of this Lease, with respect to all improvements, appurtenances and/or fixtures added to the PREMISES by LESSEE after the effective date of this Lease, LESSEE shall not remove any improvements, appurtenances or fixtures, provided, however, any equipment may be removed so long as the removal of the equipment does not materially damage the PREMISES, or, if removal of equipment causes damage, Lessee shall repair and restore the premises, as LESSEE'S expense.

a.

LESSEE shall be responsible for the first $150.00 per repair of all maintenance to the interior of the leased premises, including doors, windows, heating and cooling equipment and mechanical equipment. LESSEE expressly waives the benefits of any statute now or hereafter in effect which would otherwise afford LESSEE the right to make repairs at LESSOR'S expense or to terminate this Lease because of LESSOR'S failure to keep the PREMISES in good order, condition and repair.

b.

Except as provided in section 9 above, upon the expiration or earlier termination of this Lease, LESSEE shall surrender the PREMISES in the same condition as received ordinary wear and tear and damage by fire, earthquake, act of God or the elements alone excepted.

LESSEE agrees to repair any damage to the PREMISES caused by or in connection with the removal of any articles or personal property, machinery, equipment, furniture, all at LESSEE'S sole cost and expense.  LESSEE shall indemnify the LESSOR against any loss or liability resulting from unreasonable delay by LESSEE in so surrendering the PREMISES, including without limitation any claims caused by any succeeding LESSEE founded on such delay.

d.

In the event LESSEE fails to maintain the PREMISES, LESSOR shall give LESSEE notice to do such acts as are reasonably required to so maintain the PREMISES.  In the event LESSEE fails to promptly commence such work and diligently prosecute it to completion, then LESSOR shall have the right to do such acts and expend such funds at the expense of LESSEE as are reasonably required to perform such work.

e.

LESSEE shall do all acts required to comply with the applicable laws, ordinances, regulations and rules of any public authority relating to their respective maintenance obligation as set forth herein.

PROHIBITION AGAINST LIENS.  Even though LESSEE has the right to alter the structure located on the PREMISES, nothing contained in this instrument creates a right in the LESSEE to permit any construction or mechanic liens to encumber the PREMISES.  LESSOR expressly prohibits the imposition or creation of any lien and nothing contained herein should be deemed to consent to such lien on the fee simple title to the PREMISES.  Any lien shall only apply to LESSEE's leasehold interest not to the fee simple interest of LESSOR.  In the event a lien is filed, within thirty (30) days following the imposition of any such lien, LESSEE shall cause such lien to be released of record by payment or posting of a proper bond.  LESSOR shall have, in addition to all other remedies provided herein and by law, the right, but not obligation, to cause the same to be released by such means as it shall deem proper, including payment of the claim giving rise to such lien.  All such sums paid by LESSOR and all expenses incurred by it in connection therewith including attorney's fees and costs shall be payable to LESSOR by LESSEE on demand with interest at the rate of fifteen percent (15%) per annum.

INDEMNITY.  LESSEE shall indemnify and hold harmless LESSOR from and against any and all claims arising from LESSEE'S use of the PREMISES or the conduct of its business or from any activity, work, or thing done, permitted or suffered by LESSEE in or about the PREMISES and shall further indemnify and hold LESSOR harmless from and against any and all claims arising from any breach or default in the performance of any obligation of LESSEE'S part to be performed under the terms of this Lease, or arising from any act or negligence of LESSEE, or any of its agents, contractor's, or employees, and from and against any and all costs, attorney's fees, expenses and liabilities incurred in connection with such claim or any action or proceeding brought therein; and in case any action or proceeding be brought against LESSOR by reason of such claim, LESSEE upon notice from LESSOR shall defend the same at LESSEE'S expense by counsel reasonably satisfactory to LESSOR, provided, however, that LESSEE shall not be liable for damage or injury occasioned by the negligent or intentional acts of LESSOR and its designated agents or employees.  LESSEE shall also indemnify LESSOR from any and all claims relating to petroleum contamination, groundwater contamination and/or the storage and handling of any hazardous material occurring as a result of LESSEE'S use of the PREMISES after the date of this Lease.

INSURANCE. LESSEE shall, at LESSEE'S sole cost and expense, but for mutual benefit of LESSOR and LESSEE, maintain bodily injury and property damage insurance against claims for personal injury, death or property damage occurring in, about or on the PREMISES.  LESSEE shall name LESSOR and PROPERTY MANAGER as an additional named insureds on insurance policies covering the PREMISES or LESSEE’S operations thereon. LESSEE agrees that the minimum coverage applying to the structure shall be $50,000 and that the coverage amount shall increase annually commensurate with the increase in construction replacement costs.  Further LESSEE agrees to purchase general liability insurance from an admitted insurer with a Best’s rating of A or better.  Said policy limits shall be at least $500,000 per person and $1,000,000 per occurrence.  In the event LESSEE causes work to be performed on the PREMISES, LESSEE will secure worker’s compensation insurance for all contractors, subcontractors or vendors that do not provide valid certificates of insurance or properly executed waivers.  LESSEE shall, on the earlier of thirty (30) days from the date hereof or upon commencement of any construction activity on the PREMISES, including soil testing, provide certificates of insurance to LESSOR.  All such policies shall contain a clause or endorsement to the effect that they may not be terminated or materially amended except after thirty days (30) written notice thereof to LESSOR.  LESSEE shall have the right to provide such coverage pursuant to blanket policies obtained by LESSEE provided such blanket policies expressly afford the coverage required by this Lease.  In the event of a casualty to the PREMISES, LESSEE shall have the right to repair or replace the damaged or destroyed improvement(s). LESSEE does hereby waive any and all rights of recovery against LESSOR or against the Trustees, Officers, Employees, Agents and Representatives of LESSOR, on account of loss or damage occasioned to LESSEE or its property, or the property of others under its control, to the extent that such loss or damage is insured against under any fire and extended coverage insurance policy which may be in force and provided coverage at the time of such loss or damage, and provided that such loss is not due to the negligent or intentional acts of LESSOR or its agents and/or employees.

ASSIGNMENT AND SUB LETTING.  LESSEE may not assign, transfer, or sublease this Lease or any interest therein, without the prior written consent of LESSOR, which consent shall not be unreasonably withheld, provided that any such assignment or transfer, if permitted, shall not relieve LESSEE of its obligations under the Lease.  Without limiting the above, LESSEE may review the financial status of any proposed assignee or transferee and it shall be reasonable to refuse to permit the assignment if the LESSOR reasonably determines that the proposed assignee or transferee is not financially acceptable.

a.

LESSEE agrees to subordinate this Lease to any mortgage or mortgages placed on the PREMISES, by LESSOR, provided only that so long as LESSEE faithfully discharges its obligations under the terms of this Lease; (a) its tenancy will not be disturbed nor this Lease affected by any default under such mortgage; (b) the right of LESSEE hereunder shall expressly survive and shall not be cut off; and (c) this Lease shall, in all respects continue in full force and effect and prior to the mortgage being filed the holder of such mortgage shall provide LESSEE with written acknowledgement of such non-disturbance.

b.

If the LESSOR is in full compliance with the provisions of this Lease, LESSEE will, upon demand, without cost, execute any instrument reasonably necessary to effectuate such subordination or subordinations.

a.

Any failure by LESSEE to pay the rent or any other monetary sums required to be paid hereunder where such failure continues for ten (10) business days after notice from LESSOR to LESSEE;

b.

A failure by LESSEE to observe and perform any other provision of this Lease to be observed or performed by LESSEE, where such failure continues for thirty (30) days after written notice thereof by LESSOR to LESSEE; provided, however, that if the nature of the default is such that the same cannot reasonable be cured within said thirty (30) day period, LESSEE shall not be deemed to be in default if LESSEE shall within such period commence such cure and thereafter diligently pursue the same to completion.

The making by LESSEE of any general assignment or general arrangement for the benefit of creditors; the filing by or against LESSEE of a petition to have LESSEE adjudged bankrupt or of a petition for reorganization or petition filed against LESSEE, and the same is not dismissed within sixty (60) days; the appointment of a trustee or receiver to take possession of substantially all of LESSEE'S assets located at the PREMISES or of LESSEE'S interest in this Lease, where possession is not restored to LESSEE within sixty (60) days; or the attachment, execution or other judicial seizure of substantially all of LESSEE'S assets located at the PREMISES or of LESSEE'S interest in this Lease, where such seizure is not discharged within sixty (60) days.

d.

Notwithstanding any other provisions herein to the contrary, LESSOR may upon default by LESSEE, accelerate the entire remaining unpaid rental payable over the remaining unexpired term or extended term of this lease after default occurs.  The right to accelerate the unpaid portion of rental shall be in addition to other remedies provided by law upon default by LESSEE.

17.

REMEDIES.  In the event any default or breach by LESSEE is not cured, LESSOR may, at any time without limiting LESSOR in the exercise of any rights or remedy at law or in equity which LESSOR may have by reason of such default or breach;

a.

Maintain this Lease in full force and effect and recover the rent and other monetary charges as they become due, without terminating LESSEE'S right to possession irrespective of whether LESSEE shall have abandoned the PREMISES.  In the event LESSOR elects not to terminate the Lease, LESSOR shall have the right to attempt to re-let the PREMISES at such rent and upon such conditions and for such a term, and to do all acts necessary to maintain or preserve the PREMISES as LESSOR deems reasonable and necessary without being deemed to have elected to terminate the Lease, including removal of all persons and property from the PREMISES; such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of LESSEE.

c.

No payments of money by the LESSEE to the LESSOR after the termination of this Lease, in any manner or after the giving of any notice (other than a demand for payment of money) by the LESSOR to the LESSEE shall reinstate, continue or extend the term of this Lease or affect any notice given to the LESSEE prior to the payment of such money, it being agreed that after the service of notice of commencement of a suit or after final judgement granting the LESSOR possession of the PREMISES, the LESSOR may receive and collect any sums or rent due, or any other use of money due under the terms of this Lease and the payment of such sums of money, whether as rent or otherwise, shall not waive said notice of or in any manner affect any pending suit or any judgement theretofore obtained.  

d.

LESSEE hereby acknowledges that late payment by LESSEE to LESSOR of rent and other sums due hereunder will cause LESSOR to incur costs not contemplated by this Lease.  Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed on LESSOR by the terms of mortgage or trust deed covering the PREMISES.  Accordingly, if any installment of rent or other sums due from LESSEE shall not be received by LESSOR within five (5) days after such amount shall be due, LESSEE shall pay to LESSOR a late charge equal to ten percent (10%) of the entire overdue amount.  The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs LESSOR will incur by reason of late payment by LESSEE.  Acceptance of such late charge by LESSOR shall be in lieu of its rights under Paragraph 16.  Further, the acceptance of late payments by LESSOR without termination of the Lease Agreement by reason of default in payment, shall not be deemed to be a waiver of LESSOR'S right to demand prompt payment and to terminate the Lease in the future in the event of such default, and LESSEE hereby agrees that in the event of the acceptance of such late payments from time to time LESSOR shall not in order to enforce its rights to prompt payment be required, to notify LESSEE in writing or otherwise that prompt payment shall be required, it being understood and agreed per the terms of this Lease Agreement that payments are to be timely made.  Additionally, it is understood and agreed that said late charge represents an agreed upon and liquidated reimbursement to LESSOR for expenses and other charges so incurred by LESSOR, the exact amount of which cannot be determined, and that such late charge payment is not a penalty.

a.

LESSEE shall at any time upon not less than ten (10) days' prior written notice from LESSOR execute, acknowledge and deliver to LESSOR a statement in writing (i) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect) and the date to which the rent and other charges are paid in advance, if any, and (ii) acknowledging that there are not, to LESSEE'S knowledge, any uncured defaults on the part of LESSOR hereunder, or specifying such defaults, if any, are claimed.  Any such statement may be conclusively relied upon by and prospective purchaser or encumbrancer of the PREMISES.  The obligations contained in this subparagraph shall be mutual and LESSOR shall execute and deliver to LESSEE statements in accordance with the terms of this subparagraph if requested to do so.

b.

LESSEE'S failure to deliver such statement within such time shall be conclusive upon LESSEE (i) that this Lease is in full force and effect, without modification except as may be represented by LESSOR, and (ii) that there are no uncured defaults in LESSOR'S performance, provided nothing herein shall relieve LESSEE of the obligation to deliver such statement, if required by LESSOR.

c.

The captions of the paragraphs of this Lease are for convenience only and shall not be deemed to be relevant in resolving any questions of interpretation or construction of any section of this Lease.

d.

Exhibits attached hereto, and addendums and schedules, initialed by the parties, are deemed by attachment to constitute part of this Lease and are incorporated herein.

e.

The words "LESSOR" and "LESSEE" as used herein, shall include the plural as well as singular.  Words used in neuter gender include masculine and feminine and words in masculine and feminine gender include the neuter.  If there be more than one LESSOR or LESSEE, the obligations hereunder imposed upon LESSOR or LESSEE shall be joint and several; as to the LESSEE which consists of husband and wife, the obligations shall extend individually to their sole and separate property as well as community property.  The term "LESSOR" shall mean only the owner or owners at the time in question of the PREMISES.

f.

This instrument along with any exhibits and attachments hereto constitutes the entire agreement between LESSOR and LESSEE relative to the PREMISES and this Lease and the exhibits and attachments may be altered, amended or revoked only by an instrument in writing signed by both LESSOR and LESSEE.  LESSOR and LESSEE agree hereby that all prior or contemporaneous oral agreements between and among themselves and their agents or representatives relative to the leasing of the PREMISES are merged in or revoked by this Lease.

g.

If any term or provision of this Lease shall, to any extent be determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Lease shall not be affected thereby, and each term and provision of this Lease shall be valid and enforceable to the fullest extent permitted by law.

h.

If LESSOR engages legal counsel to enforce the payment or other provision of this Lease Agreement, LESSEE shall reimburse LESSOR for LESSOR'S reasonable attorney's fees so incurred with respect to same, including those incurred in at both the trial court and appellate court (but only if LESSOR was the prevailing party in the trial) levels in the event a lawsuit is filed.

i.

Should LESSOR, without fault on LESSOR'S part, be made a party to any litigation instituted by LESSEE or by any third party against LESSEE, or by or against any person holding under or using the PREMISES by license of LESSEE, or for the foreclosure of any lien for labor or material furnished to or for LESSEE or any such other person otherwise arising out of or resulting from any act or transaction of LESSEE or of any such person, LESSEE covenants to save and hold LESSOR harmless from any judgement rendered against LESSOR or the PREMISES or any part thereof, and all costs and expenses, including reasonable attorney’s fees, incurred by LESSOR in or in connection with such litigation.

j.

Time is of the essence of this lease and each and every provision hereof, except as to the conditions relating to the delivery or possession of the PREMISES to LESSEE.  All the terms, covenants and conditions contained in this Lease to be performed by either party, if such party shall consist of more than one person or organization, shall be deemed to be joint and several, and all rights and remedies of the parties shall be cumulative and non-exclusive of any other remedy at law or in equity.

k.

The parties hereto agree that all provisions hereof are to be construed as both covenants and conditions as though the words importing such covenants and conditions were used in each separate paragraph hereof.  Neither this Lease nor any provision herein shall be construed more harshly against the party drafting same, or for whose benefit a particular provision is included herein.  Subject to any provisions hereof restricting assignment or subletting by LESSEE, all of the provisions hereof shall bind and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.  This Lease shall be governed by the laws of the State of Florida, with the parties agreeing to non-exclusive jurisdiction in state courts in and for Polk County, Florida or in the appropriate United States district court having jurisdiction over Polk County, Florida.

l.

No covenant, term or condition or the breach thereof shall be deemed waived, except by written consent of the party against whom the waiver is claimed, and any waiver or the breach of any covenant, term or condition shall not be deemed to be a waiver of any preceding or succeeding breach of the same of any other covenant, term or condition.

m.

If LESSEE remains in possession of all or any part of the PREMISES after the expiration of the term hereof or any option term thereafter, without renewing this Lease by some further instrument in writing, then such holding over shall be construed to be a tenancy at sufferance, and LESSEE hereby agrees that the rental rate during the term of such tenancy at sufferance shall be the monthly rental plus one-hundred (100%) percent enforced on the date of expiration, provided however, such holding over shall in no way be construed to be an extension of the terms of the Lease, express or implied.  Further, LESSEE hereby agrees that during the time period of any such holding over, each and every other term, covenant and condition contained in this Lease Agreement shall remain in full force and effect and binding upon LESSEE and LESSOR.

n.

It is understood and agreed that LESSEE shall comply with and remain aware of all state and federal pollution control laws and regulations, including but not limited to, Chapters 376 and 403, Florida Statutes and Rule 17-61, Florida Administrative Code, and successor laws and regulations, with respect to the use, operation and maintenance of real property and/or equipment.  LESSEE shall be responsible for maintaining PREMISES and equipment in such a manner as to ensure no violation of pollution control laws or regulations occurs.  Such compliance shall include registration and inspection of equipment, inventory control and record keeping, monitoring, equipment retrofitting, and reporting discharges.  LESSEE shall immediately notify LESSOR of any discharge or shortage of petroleum inventory, excluding normal evaporation.

o.

Whenever any provision is made herein for notices, notice shall be sufficient if delivered by registered or certified mail, return receipt requested, addressed as follows:

P.O. Box 2007
Lakeland, Florida 338063-2007

19.

CONSTRUCTION.  This agreement shall be construed and enforced in accordance with the laws of the State of Florida.  Throughout this agreement, any pronouns used in connection herewith shall be construed to include the plural, as well as the singular number, the masculine, feminine and neuter gender, whenever and wherever the context so admits or requires.

20.

SUCCESSORS.  All the terms, covenants and conditions hereof shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors, and assigns of the parties hereto.

21.

LEGAL ACTION.  Any legal action brought by either party to this agreement shall be filed in Polk County, Florida, and any controversy, claim or action shall be determined under the laws of the State of Florida.

IN WITNESS WHEREOF, LESSOR and LESSEE have caused this lease and addendum and attachments, if any, to be duly executed as of the _____ day of ______________ 2002.

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