WITNESSETH:

1. Subject to and upon the terms, provisions, covenants and conditions hereinafter set forth, and each in consideration of the duties, covenants and obligations of the other hereunder, Landlord does hereby lease, demise and let to Tenant and Tenant does hereby lease, demise and let from Landlord those certain premises (hereinafter sometimes call the “Premises” or “Leased Premises”) in the building known as Biscayne Centre (hereinafter called the “Building”) located at 11900 Biscayne Boulevard, Miami, Florida 33181, such Leased Premises being more particularly described as follows: 22,430 square feet of Net Rentable Area (hereinafter defined) located on the Fourth (4th) floor as known as Suite 460 of the Building as reflected on the floor plan of such Leased Premises attached hereto as Exhibit “A” and made a part hereof, identified by the signatures or initials of Landlord and Tenant.

The term “Net Rentable Area”, as used herein, shall refer to (i) in the case of a single tenancy floor, all space measured from the inside surface of the outer glass of the Building to the outside surface of the opposite outer wall, excluding only the areas (“Service Areas”) within the outside walls used for building stairs, fire towers, elevator shafts, flues, vents, pipe shafts and vertical ducts, but including any such areas which are for the specific use of the particular tenant such as special stairs or elevators, and (ii) in the case of a multi-tenancy floor, all space within the inside surface of the outer glass enclosing the tenant occupied portion of the floor and measured to the midpoint of the walls separating areas leased by or held for lease to other tenants or from areas devoted to corridors, elevator foyers rest rooms and other similar facilities for the use of all tenants on the particular floor (hereinafter sometimes called “Common Areas”), but including a proportionate part of the Common Areas located on such floor. Net Rentable area is subject to LANDLORD’S re-measurement of the Premises which may change the square footage set forth above: and TENANT is obligated under the Terms of the Lease to pay for the actual square footage.

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No deductions from Net Rentable Areas are made for columns necessary to the Building. The Net Rentable Areas in the Lease Premises and in the Building have been calculated on the basis of the foregoing definition and are hereby stipulated above as to the Leased Premises, whether the same should be more or less as a result of minor variations resulting from actual construction and completion of the Leased Premises for occupancy so long as such work is done substantially in accordance with the approved plans.

TERM

2. This Lease shall be for the term of THREE (3) YEARS commencing on the 1st day of MAY, 2001, and ending on the 30th day of APRIL, 2004 , (hereinafter sometimes referred to as the “Lease Term” or “Term”), unless sooner terminated or extended as provided herein.

If the Landlord is unable to give possession of the Leased Premises on the date of the commencement of the aforesaid Lease Term by reason of the holding over of any prior tenant or tenants or for any other reasons, an abatement or diminution of the rent to be paid hereunder shall be allowed Tenant under such circumstances until possession is given to Tenant, but nothing herein shall operate to extend the initial Term of the lease beyond the agreed expiration date, and said abatement in rent shall be the full extent of Landlord’s liability to Tenant for any loss or damage to Tenant on account of said delay in obtaining possession of the Premises. There shall be no delay in the commencement of the Term of this Lease and/or payment of rent where Tenant fails to occupy premises when same are ready for occupancy, or when Landlord shall be delayed in substantially completing such Leased Premises as a result of:

(a) Tenant’s failure to promptly furnish working drawings and plans as required or

(b) Tenant’s failure to approve cost estimates within one (1) week or

(c) Tenant’s failure to promptly select materials, finishes, or installation or

(d) Tenant’s changes in plans (notwithstanding Landlord’s approval of any such changes), or

(e) Any other act of omission by Tenant or its agents or failure to promptly make other decisions, necessary to the preparation of the Leased Premises for occupancy.

The commencement of the Term and the payment of rent shall not be affected, delayed or deferred on account of any of the foregoing. For the purposes of this paragraph, the Leased Premises shall be deemed substantially completed and ready for occupancy by Tenant when Landlord’s Supervising Architect certifies that the work required of Landlord, if any, has been substantially completed in accordance with said approved plans and specifications.

Taking possession of the Leased Premises by Tenant shall be conclusive evidence as against Tenant that the Leased Premises were in good and satisfactory condition when possession was so taken. This Lease does not grant any right to light or air over or about the Leased Premises or Building.

If Tenant, with Landlord’s consent, shall occupy the Leased Premises prior to the beginning of the Lease Term as specified herein above, all provisions of this Lease shall be in full force and effect commencing upon such occupancy.

3. Tenant agrees to pay Landlord a total “Base Rental” of FOUR HUNDRED FORTY-EIGHT THOUSAND SIX HUNDRED AND NO/100 DOLLARS ($448,600.00) being an annual Base Rental of * in equal monthly installments of * which is computed at a Base Rental Rate of * per rentable square foot per annum for each and every calendar month of the Term of this Lease, plus all applicable sales taxes, without any offset or deduction whatsoever, in lawful (legal tender for public or private debts) money of the United States of America, at the Management Office of the Building or elsewhere as designated from time to time by Landlord’s written notice to Tenant.

Landlord upon execution of this Lease by Landlord and Tenant, hereby acknowledges payment by Tenant of the sum of THIRTY NINE THOUSAND EIGHT HUNDRED THIRTEEN AND 25/100 DOLLARS ($39,813.25) representing payment of rental including applicable sales taxes for the first full calendar month of this Lease. The balance of the total Base Rental is payable in equal monthly installments as specified above, on the First day of each month hereafter ensuing, the first of which shall be due and payable on the first of MAY, 2001. If the Term of this Lease commences on any day of a month excepting the first day, Tenant shall pay Landlord rental as provided for herein for such commencement month on a pro rata basis (such proration to be based on the actual number of days in the commencement month), and the first month’s rent paid by Tenant, if any, upon execution of this Lease shall apply and be credited to the next full month’s rent due hereunder. Rental for any partial month of occupancy at the end of the Term of this Lease will be prorated, such proration to be based on the actual number of days in the partial month. Tenant may not prepay rent more than one month in advance of its due date.

In addition to Base Rental, Tenant shall and hereby agrees to pay to Landlord each month a sum equal to any sales tax, tax on rentals, and any other charges, taxes and/or impositions now in existence or hereafter imposed based upon the privilege of renting the space leased hereunder or upon the amount of rentals collected therefor. Nothing herein shall, however, be taken to require Tenant to pay any part of any Federal and State Taxes on income imposed upon Landlord. The foregoing regarding sales taxes only, does not apply in the event Tenant is exempt from the payment of sales tax Under Section 501(c)(3) of the I.R.S. code.

ADDITIONAL RENT

*SEE ADDENDUM PARAGRAPH # 58 & # 59

4A. In the event that the cost to the Landlord for the Operating Expenses of the Building, as hereinafter defined during any calendar year of the Lease Term subsequent to the Base Year (which the parties hereto agree shall be calendar * all exceed the cost to the Landlord for the Operating Expenses of the Building during the Base Year, then Tenant shall pay to Landlord as additional rent Tenant’s “proportionate share” (as such term is hereinafter defined) of the increase in such costs for each calendar year, if any. The proportionate share to be paid by the Tenant shall be the percentage which the Net Rentable Area then leased by the Tenant in the Building bears to the Total Net Rentable Area contained in the Building, which is 152,998 rentable square feet. The amount of such additional rent, if any, shall be determined in accordance with the following formula: net rentable square feet of Leased Premises divided by Total Net Rentable Area (the “proportionate share”) multiplied by any increase in Operating Expenses over the Operating Expenses of the Base Year equals additional rent due from Tenant except that such additional rent shall be prorated for any partial calendar year following the commencement of the Lease Term.

The term “Operating Expenses” as used herein shall mean the cost of all expenses, cost and disbursements of every kind and mature which Landlord shall pay or become obligated to pay because of or in connection with the ownership, maintenance and/or operation of the Building computed on the accrual basis, but shall not include the replacement of capital investment items and new capital improvements, fines, penalties or damages due to Landlords negligence. By way of explanation and clarification, but not by way of limitation, these Operating Expenses will include the following:

a. Wages and salaries of all employees engaged in operation and maintenance of the Building: employer’s social security taxes, unemployment taxes or insurance, and any other taxes which may be levied on such wages and salaries; the cost of disability and hospitalization insurance, pension or retirement benefits, or any other fringe benefits for such employees.

b. All supplies and materials used in operation and maintenance of the Building.

c. Cost of all utilities including water, sewer, electricity, gas and fuel oil used by the Building and not charged directly to another tenant.

d. Cost of customary Building management; janitorial services; trash and garbage removal; servicing and maintenance of all systems and equipment, including, but not limited to, elevators, plumbing, heating, air conditioning, ventilating, lighting, electrical, security and fire alarms, fire pumps, fire extinguishers and hose cabinets, mail chute, and staging; guard service, painting; window cleaning, landscaping and gardening.

e. Cost of casualty and liability insurance applicable to the Building and Landlord’s personal property used in connection therewith.

f. All taxes (excluding penalties and interest thereon due to Landlord’s negligence) at the maximum allowable discount and assessments and governmental charges whether federal, state, county or municipal, and whether they be taxing districts or authorities presently taxing the Leased Premises or by others, subsequently created or otherwise, and any other taxes and assessments attributable to the Building or its operation excluding, however, federal and state taxes on income.

Landlord agrees to maintain accounting books and records reflecting Operating Expenses of the Building in accordance with generally accepted accounting principles.

In the event the Operating Expenses in any year after the Base year are reduced because of a major capital improvement or by the use of automation, then the Operating Expenses for the Base Year shall be reduced for the purpose of determining additional rent as though such improvement or automation was in effect during the Base Year.

Landlord shall notify Tenant, within ninety (90) days after the end of the Base Year and each calendar year thereafter during the term hereof, of the amount which landlord estimates (as evidenced by budgets prepared by or on behalf of Landlord) will be the amount of Tenant’s proportionate share of increases in Operating Expenses for the then current calendar year and Tenant shall pay such sum in advance to Landlord in equal monthly installments, during the balance of said calendar year, on the first day of each remaining month in said calendar year commencing on the first day of the first month following Tenant’s receipt of such notification. Within ninety (90) days following the end of each calendar year after the Base Year, Landlord shall submit to Tenant a statement showing the actual amount which should have been paid by Tenant with respect to increases in Operating Expenses for the past calendar year, the amount thereof actually paid during that year by Tenant and the amount of the resulting balance due thereon, or overpayment thereof, as the case may be. Within thirty (30) days after receipt by Tenant of said statement, Tenant shall have the right in person to inspect Landlord’s books and records showing the Operating Expenses for the Building for the calendar year covered by said statement. Any other person who inspects LANDLORD’S statements or books on behalf of TENANT, must be a C.P.A., licensed by the State of Florida. Said statement shall become final and conclusive between the parties, their successors and assigns as to the matters set forth therein unless Landlord receives written objection with respect thereto within said thirty (30) day period. Any balance shown to be due pursuant to said statement shall be paid by Tenant to Landlord within thirty (30) days following Tenant’s receipt thereof. Any overpayment shall be immediately credited against Tenant’s obligation to pay expected additional rent in connection with anticipated increases in Operating Expenses or, if by reason of any termination of the Lease no such future obligation exists amount will be refunded to Tenant. Anything herein to the contrary notwithstanding, Tenant shall not delay or withhold payment of any balance shown to be due pursuant to a statement rendered by Landlord to Tenant, pursuant to the terms hereof, because of any objection which Tenant may raise with respect thereto and Landlord shall immediately credit any overpayment found to be owing to Tenant against Tenant’s proportionate share of increases in Operating Expenses for the then current calendar year (and future calendar years, if necessary) upon the resolution of said objection or, if at the time of the resolution of said objection the Lease Term has expired, immediately refund to Tenant any overpayment found to be owing to Tenant.

Additional rent, due by reason of the provisions of this subparagraph 4A for the final months of this Lease is due and payable even though it may not be calculated until subsequent to the termination date of the Lease; the Operating Expenses for the calendar year during which the Lease terminates shall be prorated according to that portion of said calendar year that this Lease was actually in effect. Tenant expressly agrees that Landlord, at Landlord’s sole discretion, may apply the security deposit specified in paragraph 7 hereof, if any, in full or partial satisfaction of any additional rent due for the final months of this Lease by reason of the provisions of this subparagraph 4A provided the additional has been calculated pursuant to sub paragraph 4A. If said security deposit is greater than the amount of any such additional rent and there are no other sums or amounts owed Landlord by Tenant by reason of any other terms, provisions, covenants or conditions of this Lease, then Landlord shall refund the balance of said security deposit to Tenant as provided in paragraph 7 hereof. Nothing herein contained shall be construed to relieve Tenant, or imply that Tenant is relieved, of the liability for or the obligation to pay any additional rent due for the final months of this Lease by reason of the provisions of this paragraph 4A if said security deposit is less than such additional rent, nor shall Landlord be required to first apply said security deposit to such additional rent if there are any other sums or amounts owed Landlord by Tenant by reason of any other terms, provisions, covenants or conditions of this Lease. If in any calendar year the increase in Operating Expenses is negative, no additional rental is to be charged, but additional rent shall nevertheless be collected at the last years rate and adjusted thereafter.

4B. In the event that “Impositions” (as such term is hereinafter defined) against the Building and/or the land on which it is located are increased during any calendar year of the Lease Term subsequent to the Base Year over the amount of said Impositions during the Base year, the Tenant shall pay to Landlord, as additional rent, Tenant’s Proportionate Share of the increases over the Base Year in such Impositions for each calendar year, if any.

The term “Impositions” as used herein shall mean all impositions, taxes, assessments (special or otherwise), water and sewer assessments and other governmental liens or charges of any and every kind, nature and sort whatsoever, ordinary and extraordinary, foreseen and unforeseen, and substitutes therefor, including all taxes whatsoever (except only those taxes of the following categories: any inheritance, estate, succession, transfer or gift taxes imposed upon Landlord or any income taxes specifically payable by Landlord as a separate tax paying entity without regard to Landlord’s income source as arising from or out of the Building and/or the land on which it is located) attributable in any manner to the Building, the land on which the Building is located or the rents (however the term may be defined) receivable therefrom, or any part thereof, or any use thereon, or any facility located therein or used in conjunction therewith or any charge or other payment required to be paid to any governmental authority whether or not any of the foregoing shall be designated “real estate tax”, “sales tax”, “rental tax”, “excise tax”, “business tax”, or designated in any other manner. Nothing herein shall be constituted to require Tenant to pay any penalty due to Landlords negligence.

Landlord shall notify Tenant, within ninety (90) days after the end of the Base Year and each calendar year thereafter, of the amount which Landlord estimates (as evidenced by budgets prepared by or on behalf of Landlord) will be the amount of Tenant’s Proportionate Share of increases in impositions for the then current calendar year and advance on the first day of each month commencing on the first day of the first month following Tenant’s receipt of such notification. Within ninety (90 days following the date on which Landlord receives a tax bill or statement showing what the actual Impositions are with respect to each calendar year, Landlord shall submit to Tenant a statement, together with a copy of said bill or statement, showing the actual amount to be paid by Tenant in the year in question with respect to increases in impositions for such year, the amount thereof theretofore paid by Tenant and the amount of the resulting balance due thereon, or overpayment thereof, as the case may be. Any balance shown to be due pursuant to said statement shall be spread over the remaining months of the year and be paid by Tenant to Landlord or if after the close of the Calendar Year within ten (10) days following Tenant’s receipt thereof any overpayment shall be immediately credited against Tenant’s obligation to pay such additional rent in connection with increased impositions in later years, or, if no such future obligation exists, be immediately refunded to Tenant.

Additional rent, due by reason of the provisions of this subparagraph 4B for the final months of this Lease, shall be payable even though the amount thereof is not determinable until subsequent to the termination of the Lease; the impositions for the calendar year during which the Lease terminates shall be prorated according to that portion of said calendar year that the Lease was actually in effect. Tenant expressly agrees that Landlord, at Landlord’s sole discretion, may apply the security deposits specified in paragraph 7 hereof, if any, in full or partial satisfaction of any additional rent due for the final months of this Lease by reason of the provisions of this paragraph 4B. If said security deposit is greater than the amount of such additional rent and there are no other sums or amounts owed Landlord by Tenant by reason of any other terms,, provisions, covenants or conditions of the Lease, then Landlord shall refund the balance of said security deposit to Tenant as provided in paragraph 7 hereof. Nothing herein contained shall be construed to relieve Tenant, or imply that Tenant is relieved, of the liability for or the obligation to pay any additional rent due for the final months of this Lease by reason of the provisions of this paragraph 4B if said security deposit is less than such additional rent, nor shall Landlord be required to first apply said security deposit to such additional rent if there are any other sums or amounts owed Landlord by Tenant by reason of any of the terms, provisions, covenants or conditions of this Lease. If in any calendar year the increase in Impositions is negative, no additional rental is to be charged, but rent shall be collected at the last year’s rate and adjusted thereafter.

4C. It is the intention of the parties hereto to provide that the Tenant shall pay in advance of their due date Tenant’s Proportionate Share of increases in Operating Expenses and Impositions, and to share in reduction only by category to the end that an increase in Operating Expenses shall not be offset by a decrease in taxes and vice versa. In no event shall the Base Rental be reduced by reason of decreases in Operating Expenses and/or Impositions.

5. PARAGRAPH OMITTED INTENTIONALLY

6. Tenant agrees that Tenant shall promptly pay said rents (Base Rental as the same may be adjusted from time to time pursuant to Paragraph 5 and Additional Rental), at the times and place stated above; the Tenant shall pay charges for work performed on order of Tenant and any other charges that accrue under this Lease; that, if any part of the rent or above mentioned charges shall remain due and unpaid for the three (3) business days after written notice from Landlord to Tenant and after the same shall be due and payable, or if Tenant fails to pay when due said rents and any other sums payable under this Lease after written notice from Landlord to Tenant three (3) or more times in any period of twelve (12) consecutive months, Landlord shall have the option (in addition to all other rights and remedies available to it by law and in equity) of declaring the balance of the entire rent for the entire term of the Lease to be immediately due and payable, and Landlord may Lease by distress or otherwise.

7. LANDLORD acknowledges that TENANT has on Deposit with the LANDLORD, a Security Deposit in the amount of SEVEN THOUSAND SIX HUNDRED FIFTY-EIGHT DOLLARS AND 50/100 ($7658.50) by the Lease Agreement dated January 2, 1992 and that deposit is hereby transferred to the within Lease.

The sum shall be retained by Landlord as security for the payment by Tenant of the rents and all other payments herein agreed to be paid by Tenant, and for the faithful performance by Tenant of the terms, provisions, covenants and conditions of this Lease. It is agreed that Landlord, at Landlords option, may at the time of any default by Tenant under any of the terms, provisions, covenants or conditions of the Lease apply said sum or any part thereof toward the payment of the rents and all other sums payable by Tenant under this Lease, and towards the performance of each and every one of Tenant’s covenants under this Lease, but such covenants and Tenant’s liability under this Lease shall thereby be discharged only pro tanto that Tenant shall remain liable for any amounts that such sum shall be insufficient to pay; that Landlord may exhaust any and all rights and remedies against Tenant before resorting to said sum, but nothing herein contained shall require or be deemed to require Landlord to do so; that, in the event this deposit shall not be utilized for any such purposes, then such deposit shall be returned by Landlord to Tenant within ten (10) days next after the expiration of the Term of this Lease or the determination and payment of the amount due under paragraph 4 of this Lease, if any, whichever later occurs. Tenant shall maintain this security deposit amount at all times during the lease term.

8. The Tenant will use and occupy the Leased Premises for the following use or purpose and for no other use or purpose: Administrative, Executive Offices and Technology Center.

9. Upon payment by Tenant of the rents herein provided, and upon the observance and performance of all terms, provisions, covenants and conditions of Tenant’s part to be observed and performed, Tenant shall, subject to all of the terms, provisions, covenants and conditions of the Lease Agreement, peaceably and quietly hold and enjoy the Leased Premises for the Term hereby demised.

10. If the Landlord’s insurance premiums exceed the standard premium rates because the nature of Tenant’s operation results in extra hazardous exposure, then Tenant shall, upon receipt of appropriate invoices from Landlord, reimburse Landlord for such increase in premiums. It is understood and agreed between the parties hereto that any such increase in premiums shall be considered as rent due and shall be included in any lien for rent.

11. Tenant agrees to comply with all rules and regulations Landlord may adopt from time to time for operation of the Building and parking facilities and protection and welfare of Building and Parking facilities, its tenants, visitors and occupants. The present rules and regulations, which Tenant hereby agrees to comply with, entitled “Rules and Regulations” are attached hereto and are by this reference incorporated herein. Any future rules and regulations shall become a part of this Lease, and Tenant hereby agrees to comply with the same upon delivery of a copy thereof to Tenant, providing the same do not materially deprive Tenant of its rights established under this Lease.

12. Tenant shall faithfully observe in the use of the Leased Premises all municipal and county ordinances and codes and state and federal statutes now in force or which may hereafter be in force.

13. Landlord will furnish the following services to Tenant:

(A) Cleaning services, deemed by Landlord to be normal and usual in a first class office building, on Monday through Friday, except that shampooing and replacement of carpet as required by Tenant shall be Tenant’s expense.

(B) Automatically operated elevator service, public stairs, electrical current for lighting, incidentals and normal office use, and water at those points of supply provided for general use of its Tenants at all times and on all days throughout the year.

(C) Air conditioning on Monday through Friday from 8:00 AM to 6:00 PM and Saturday from 8:00 AM to 12:00 Noon, except Memorial Day, Fourth of July, Labor Day, Thanksgiving Day, Christmas Day and New Year’s Day. Landlord shall also furnish air conditioning at such other times as are not provided for herein, provided Tenant gives written request to Landlord before 2:00 PM of the business day preceding the extra usage and if tenant requires air conditioning during such hours, Tenant shall be billed for such service at the rate of $45.00 per hour per Occupied Space and said rate may be changed with thirty (30) days prior written notice.

No electric current shall be used except that furnished or approved by Landlord, nor shall electric cable or wire be brought into the Leased Premises, except upon the written consent and approval of the Landlord. Tenant shall use only office machines and equipment that operate on the Building’s standard electric circuits, but which in no event shall overload the Building’s standard electric circuits from which the Tenant obtains electric current. Any consumption of electric current in excess of that considered by Landlord to be used, normal and customary for all Tenants, or which require special circuits or equipment (the installation of which shall be at Tenant’s expense after approval in writing by the Landlord), shall be paid for by the Tenant as additional rent paid to the Landlord in an amount to be determined by Landlord, based upon Landlord’s estimated cost of such excess electric current consumption or based upon the actual cost thereof if such excess electric current consumption is separately metered.

Such services shall be provided as long as the Tenant is not in default under any of the terms, provisions, covenants and conditions of this Lease, subject to interruption caused by repairs, renewals, improvements, changes to service, alterations, strikes, lockouts, labor controversies, inability to obtain fuel or power, accidents, breakdowns, catastrophes, national or local emergencies, acts of God and conditions and causes beyond the control of Landlord, and upon such happening, no claim for damages or abatement of rent for failure to furnish any such services shall be made by the Tenant or allowed by the Landlord.

14. It is understood and agreed between the parties hereto that any charges against Tenant by Landlord for services or for work done on the Leased Premises by order of Tenant, or otherwise accruing under this Lease, shall be considered as rent due and shall be included in any lien for rent.

15. Tenant will, at Tenant’s own expense, keep the Leased Premises in good repair and tenantable condition during the Lease Term and will replace at its own expense beyond insurance proceeds any and all broken glass caused by Tenant in and about said Leased Premises.

Tenant will make no alterations, additions or improvements in or to the leased Premises without the written consent of Landlord, which shall not be unreasonably withheld, but may be predicated upon but not limited to Tenant’s use of contractors who are acceptable to Landlord; such approval shall not be unreasonably withheld or delayed except which may affect the Building structure or any building wide systems. All additions, fixtures, carpet or improvements, except only office furniture and fixtures which shall be readily removable without injury to the Leased Premises, shall be and remain a part of the Leased Premises at the expiration of this Lease.

It is further agreed that this Lease is made by the Landlord and accepted by the Tenant with the distinct understanding and agreement that the Landlord shall have the right and privilege to make and build additions to the Building of which the Leased Premises are a part, and make such alterations and repairs to said Building as it may deem wise and advisable without any liability to the Tenant therefore. Provided in doing so, Landlord does not breach Tenant’s quiet enjoyment of the Leased Premises.

16. Tenant further agrees that Tenant will pay all liens of contractors, subcontractors, mechanics, laborers, materialmen, and other items of like character, and will indemnify Landlord against all expenses, costs, and charges, including bond premiums for release of liens and attorneys’ fees and costs reasonably incurred in and about the defense of any suit in discharging the said Premises or any part thereof from any liens, judgements, or encumbrances caused or suffered by Tenant. In the event any such lien shall be made or filed, Tenant shall bond against or discharge the same within ten (10) days after the same has been made or filed. It is understood and agreed between the parties hereto that the expenses costs and charges above referred to shall be considered as rent due and shall be included in any lien for rent.

The Tenant herein shall not have any authority to create any liens for labor or materials on the Landlord’s interest in the Leased Premises and all persons contracting with the Tenant for the destruction or removal of any facilities or other improvements or for the erection, installation, alteration or repair of any facilities or other improvements on or about the Lease Premises, and all materialmen, contractors, subcontractors, mechanics, and laborers are hereby charged with notice that they must look only to the Tenant and to the Tenant’s interests in the Leased Premises to secure the payment of any bill for work done or material furnished at the request or instruction of Tenant.

PARKING

SEE ADDENDUM PARAGRAPH # 60

17. Pursuant to all of the terms, provisions, covenants and conditions contained herein, for the Term of this Lease, Landlord hereby grants to Tenant at no charge during the term of this lease, the non-exclusive use of FIFTY-FIVE (55) non-reserved parking spaces and one (1) reserved parking space on the first (1st) floor at no charge during the term of the Lease, in the Building parking areas and FIFTY-FIVE (55) security cards. Parking space use shall be subject to all of the terms, provisions, conditions and covenants of this Lease. Additional and/or replacement cards are available at a cost of Twenty-five and 00/100 Dollars ($25.00) each. If TENANT shall require parking spaces in addition to those guaranteed in the Lease, LANDLORD may provide them at a monthly charge to TENANT until such time as LANDLORD can no longer do so due to such availability.

18. Tenant agrees that from time to time, upon not less than ten (10) days prior request by Landlord, Tenant will deliver to the other a statement in writing certifying (a) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that the Lease as modified is in full force and effect and stating the modifications); (b) the dates to which the rent and other charges have been paid; and (c) Landlord is not in default under any provisions of this Lease, or, if in default, the nature thereof in detail.

19. If the Building and/or Leased Premises are at any time subject to a mortgage and/or deed of trust, and Tenant has received written notice from Mortgagee of same, then in any instance in which Tenant gives notice to Landlord alleging default by Landlord hereunder. Tenant will also simultaneously give a copy of such notice to each Landlord’s Mortgagee and each Landlord’s Mortgagee shall have the right (but not the obligation) to cure or remedy such default during the period that is permitted to Landlord hereunder, plus an additional period of thirty (30) days, and Tenant will accept such curative or remedial action (if any) taken by Landlord’s Mortgagee with the same effect as if such action had been taken by Landlord.

This Lease shall at Landlord’s option, which option may be exercised at any time during the Lease Term, be subject and subordinate to any first mortgage now or hereafter encumbering the Building however, such future mortgagee shall agree not to join Tenant in any foreclosure proceedings if Tenant is not in default under the Terms of this lease. This provision shall be self-operative without the execution of any further instruments. Notwithstanding the foregoing, however, Tenant hereby agrees to execute any instrument(s) which Landlord may deem desirable to evidence the subordination of this Lease to any and all such mortgages.

20. If the interests of Landlord under this Lease shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement of any first mortgage on the Leased Premises, Tenant and the successor in interest to the Landlord (“Purchaser”) shall be bound to such transferee (herein sometimes called the “Purchaser”) for the balance of the term hereof remaining, and any extension or renewals thereof which may be effective in accordance with the terms and provision hereof with the same force and effect as if the Purchaser were the Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, including the Mortgagee under any such mortgage if it be the Purchaser, as its Landlord, said Attornment to be effective and self-operative without the execution of any further instruments upon the Purchaser succeeding to the interest of the Landlord under this Lease. The respective rights and obligations of Tenant and the Purchaser upon such Attornment, to the extent of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as those set forth herein. In the event of such transfer of Landlord’s interest, Landlord, Mortgagee or any Purchaser shall not be liable or responsible for any act, omission or default by any prior Landlord including present Landlord, the return of any security deposit, or the payment of any Tenant allowance or other concession, be bound by any rent paid more than one (1) month in advanced, or be subject to any offset, defense, or counterclaim against any prior Landlord, including present Landlord.

21. Without the written consent of Landlord first obtained in each case Tenant shall not assign, transfer, mortgage, pledge, or otherwise encumber or dispose of this Lease or underlet the Leased Premises or any part thereof or permit the Leased Premises to be occupied by other persons. In the case of a subletting, Landlord’s consent may be predicated, among other things, upon Landlord becoming entitled to collect and retain all rentals payable under the sublease. If this Lease be assigned, or if the Leased Premises or any part thereof be underlet or occupied by anybody other than Tenant, the Landlord may, after default by the Tenant, collect or accept rent from the assignee, undertenant, or occupant and apply the net amount collected or accepted to the rent herein reserved, but no such collection or acceptance shall be deemed a waiver of this covenant or the acceptance of the assignee, undertenant, or occupant as Tenant, nor shall it be construed as or implied to be a release of the Tenant from the further observance and performance by the Tenant of the terms, provisions, covenants and conditions herein contained.

In lieu of consenting or not consenting, Landlord may, at its option, (i) in the case of the proposed assignment or subletting of Tenant’s entire leasehold interest, terminate this Lease in its entirety, or (ii) in the case of the proposed assignment or subletting of a portion of the Premises, terminate this Lease at to that portion of the Premises which Tenant has proposed to assign or sublet. In the event Landlord elects to terminate this Lease pursuant to clause (ii) of this paragraph, Tenant’s obligations as to Base Rental and Additional Rent shall be reduced in the same proportion that the Net Rentable Area of the portion of the Premises taken by the proposed assignee or subtenant bears to the total Net Rentable Area of the Premises.

SUCCESSORS

AND ASSIGNS

22. All terms, provisions, “covenants and conditions to be observed and performed by Tenant shall be applicable to and binding upon Tenant’s respective heirs, administrators, executors, successors and assigns, subject, however, to the restrictions as to assignment or subletting by Tenant as provided herein. All expressed covenants of this Lease shall be deemed to be covenants running with the land.

HOLD

HARMLESS OF

LANDLORD

23. In consideration of said Premises being leased to Tenant for the above rental, Tenant agrees: that Tenant, at all times, will indemnify and keep Landlord harmless and shall defend Landlord (with counsel chosen by Landlord) from all losses, damages, liabilities and expenses, including without limitation, attorney’s fees, at all levels, which may arise or be claimed against Landlord and be in favor of any persons, firms or corporations, consequent upon or arising from the use or occupancy of said Premises by Tenant, or consequent upon or arising from any acts, omissions, neglect or fault of Tenant and/or Tenant’s agents, servants, contractors, employees, licensees, visitors, customers, patrons or invitees, or consequent upon or arising from Tenant’s failure to comply with any laws, statutes, ordinances, codes or regulations as herein provided; that Landlord shall not be liable to Tenant for any damages, losses or injuries to the persons or property of Tenant which may be caused by the acts, neglect, omissions or faults of any persons, firms or corporations, except when such injury, loss or damage results from the gross negligence of Landlord, Landlord’s agents or employees, and that Tenant will indemnify an keep harmless Landlord from all damages, liabilities, losses, injuries, or expenses, including without limitation, attorney’s fees, at all levels, which may arise or be claimed against Landlord and be in favor of any persons, firms or corporations, for any injuries or damages to the person or property of any persons, firms or corporations, where said injuries or damages arose about or upon said Premises, as a result of the negligence, acts, omissions and/or fault of Tenant, and/or Tenant’s agents, employees, servants, licensees, visitors, customers, patrons, and invitees. All property placed or moved into the Leased Premises or Building shall be at the risk of Tenant or the owner thereof, and Landlord shall not be liable to Tenant or such owner for any damage to said personal property. Tenant shall maintain at all times during the Term of this Lease an insurance policy or policies in an amount or amounts sufficient in Landlord’s opinion, to indemnify Landlord or pay Landlord’s damages, if any, resulting from any matter set forth hereinbefore in this paragraph 23.

In case Landlord shall be made a party to any litigation commenced against Tenant, then Tenant shall protect and hold Landlord harmless and shall pay all costs, expenses and reasonable attorneys’ fees, at all levels, incurred or paid by Landlord in connection with such litigation and any appeal thereof.

ATTORNEYS

FEES

24. If either party defaults in the performance of any of the terms, provisions, covenants and conditions of this Lease and by reason thereof the other party employs the services of an attorney to enforce performance of the covenants, or to perform any service based upon defaults, then in any of said events the prevailing party shall be entitled to reasonable attorneys’ fees and all expenses and costs incurred by the prevailing party pertaining thereto (including costs and fees relating to any appeal) and in enforcement of any remedy.

25. In the event the Leased Premises shall be destroyed or so damaged or injured by fire or other casualty, during the Term of this Lease, whereby the same shall be rendered untenantable, then Landlord shall have the right, but not the obligation, to render such Leased Premises tenantable by repairs within 180 days therefrom.

Landlord agrees that, within 60 days following damage or destruction, it shall notify Tenant with respect to whether or not Landlord intends to restore the premises. Tenant shall be relieved of its payment obligations hereunder of rent if the space is untenantable for 60 days. If said Premises are not rendered tenantable within the aforesaid 180 days it shall be optional with either party hereto to cancel this Lease, and in the event of such cancellation the rent shall be paid only to the date of such fire or casualty. The cancellation herein mentioned shall be evidenced in writing. During any time that the Leased Premises are untenantable due to causes set forth in this paragraph, the rent or a just and fair proportion thereof shall be abated. Notwithstanding the foregoing, should damage, destruction or injury occur by reason of Tenant’s negligence, Landlord shall have the right, but not the obligation, to render the Leased Premises tenantable within 360 days of the date of damage, destruction or injury and no abatement of rent shall occur.

Notwithstanding the foregoing, should damage or destruction occur during the last twelve months of the Lease Term, either Landlord or Tenant shall have the option to terminate this Lease, effective on the date of damage or destruction, provided notice to terminate is given within 30 days of the date of such damage or destruction. Notwithstanding the foregoing, should the damage or destruction occur by reason of Tenant’s negligence, Tenant shall not have such option to terminate.

26. If there shall be taken during the Term of this Lease any part of the Leased Premises, parking facilities or Building, other than a part not interfering with maintenance, operation or use of the Leased Premises, Landlord may elect to terminate this Lease or to continue same in effect. If Parties elects to continue the Lease, in Parties mutually discretion, the rental shall be reduced in proportion to the area of the leased Premises so taken and Landlord shall repair any damage to the Leased Premises, parking facilities, or Building resulting from such taking, provided, however, Landlord shall have no obligation to expend in excess of any amount awarded as a result of any such taking, and the amount to be expended in connection therewith by Landlord shall be determined by Landlord, in Landlord’s absolute discretion. If any part of the leased Premises is taken by condemnation or Eminent Domain which renders the Premises unsuitable for its intended use, as reasonably determined by Landlord and Tenant, the Tenant may elect to terminate this Lease, or if any part of the Leased Premises is so taken which does not render the Premises unsuitable for its intended use, this Lease shall continue in effect and the rental shall be reduced in proportion to the area of the Leased Premises so taken and Landlord shall repair any damage to the Leased Premises resulting from such taking, provided, however, Landlord shall have no obligation to expend in excess of any amount awarded and attributable only to the Premises as a result of any such taking, and the amount to be expended in connection there with by Landlord shall be determined by Landlord, in Landlord’s absolute discretion. If all of the Leased Premises is taken by condemnation or Eminent Domain, this Lease shall terminate on the date of the taking. All sums awarded (or agreed upon between Landlord and the condemning authority) for the taking of the interest of Landlord and/or Tenant, whether as damages or as compensation, and whether for partial or total condemnation, will be the property of Landlord. If this Lease should be terminated under any provisions of this paragraph, rental shall be payable up to the date that possession is taken by the authority, and Landlord will refund to Tenant any prepaid un-accrued rent less any sum or amount then owing by Tenant to Landlord.

27. If, during the Term of ___ Lease, Tenant shall abandon, vacate or remove from ___ Leased Premised the major portion of the goods, wares equipment or furnishings usually kept on said Leased Premises, or shall cease doing business in said Leased Premises, or shall suffer the rent to be in arrears, Landlord may, at its option, cancel this Lease in the manner stated in Paragraph 28 hereof, or Landlord may enter said Leased Premises as the agent of Tenant by force or otherwise, without being liable in any way therefor and relet the Leased Premises with or without any furniture that may be therein as the agent of Tenant, at such price and upon such terms and for such duration of time as Landlord may determine, and receive the rent therefor applying the same to the payment of the rent due by these presents, and if the full rental herein provided shall not be realized by Landlord over above the expenses to Landlord of such reletting, Tenant shall pay any deficiency.

28. It is agreed between the parties hereto that; if Tenant shall be adjudicated a bankrupt or an insolvent or take the benefit of any federal reorganization or composition proceeding or make a general assignment or take the benefit of any insolvency law; or if Tenant’s leasehold interest under this Lease shall be sold under any execution or process of law; or if a trustee in bankruptcy or a receiver be appointed or elected or had for Tenant (whether under Federal or State laws); or if said Premises shall be abandoned or deserted; or if Tenant shall fail to perform any of the terms, provisions, covenants or conditions of this Lease on Tenant’s part to be performed; or if this Lease or the Term thereof be transferred or pass to or devolve upon any persons, firms, officers or corporations other than Tenant by death of the Tenant, operation of law or otherwise; then and in any such event, at the option of Landlord, the total remaining unpaid Base Rental for the Term of this Lease shall become due and payable or this Lease and the Term of this Lease shall expire and end ten (10) days after Landlord has given Tenant written notice (in the manner hereinafter provided) of such act, condition or default and Tenant hereby agrees immediately then to pay said Base Rental or quit and surrender said Leased Premises to Landlord; but this shall not impair or affect Landlord’s right to maintain summary proceedings for the recovery of the possession of the Leased Premises in all cases provided for by law. If the Term of this Lease shall be so terminated, Landlord may immediately, or at any time thereafter, re-enter or repossess the leased Premises and remove all persons and property therefrom without being liable for trespass or damages.

29. Tenant hereby pledges and assigns to Landlord as security for the payment of any and all rental or other sums or amounts provided for herein, all of the furniture, fixtures, goods and chattels of Tenant which shall or may be brought or put on or into said Leased Premises, and Tenant agrees that said lien may be enforced by distress, foreclosure or otherwise, at the election of the Landlord. Tenant hereby expressly waives and renounces for himself and family any and all homestead and exemption rights he may now have or hereafter acquire under or by virtue of the constitution and laws of the State of Florida or of any other state, or of the United States, as against the payment of said rental or any other obligation or damage that may accrue under the Terms of this Lease.

30. Failure of Landlord to declare any default immediately upon occurrence thereof, or delay in taking any action in connection therewith, shall not waive such default, but Landlord shall have the right to declare any such default at any time and take such action as might be lawful or authorized hereunder in law and/or in equity. No waiver by Landlord of a default by Tenant shall be implied, and no express waiver by Landlord shall affect any default other than the default specified in such waiver and that only for the time and extension therein stated.

No waiver of any term, provision, condition or covenant of this Lease by landlord shall be deemed to imply or constitute, a further waiver by Landlord of any other term, provision, condition or covenant of this Lease unless in writing, executed by the Parties. In addition to any rights and remedies specifically granted Landlord herein, Landlord shall be entitled to all rights and remedies available at law and in equity in the event that Tenant shall fail to perform any of the terms, provisions, covenants or conditions of this Lease on Tenant’s part to be performed or fails to pay Base Rental, Additional Rental or any other sums due Landlord hereunder when due. All rights and remedies specifically granted to Landlord herein, by law and in equity shall be cumulative and not mutually exclusive.

31. Landlord, or any of his agents shall have the right to enter the Leased Premises during all reasonable hours upon reasonable notice to examine the same or to make such repairs, additions or alterations as may be deemed necessary for the safety, comfort, or preservation thereof, or to said Building, or to exhibit said Leased Premises at any time within one hundred eighty (180) days before the expiration of this Lease. Said right of entry shall likewise exist for the purpose of removing placards, signs, fixtures, alterations, or additions which do not conform to this Lease. Landlord shall have the right to enter the premises at any time whatsoever in the event of an emergency.

32. Any notice given Landlord as provided for in this Lease shall be sent to Landlord by certified mail addressed to Landlord; Hand Delivered or Tele-faxed to Landlord’s Management Office in the building. Any Notice given to LANDLORD must also be given to LANDLORD’S Mortgagee, LIFE INVESTORS INSURANCE COMPANY OF AMERICAN c/o AEGON USA Realty Advisors, Inc., Mortgage Loan Department, 4333 Edgewood Road N. E., Cedar Rapids, Iowa 52499. Any notice to be given Tenant under the terms of the Lease, unless otherwise stated herein, shall be in writing and shall be hand delivered or Tele-faxed to the office of Tenant in the Building. Either party, from time to time, by such notice, may specify another address to which subsequent notice shall be sent. Either party, from time to time, by such notice, may specify another address to which subsequent notice shall be sent.

33. All automobile parking areas, driveways, entrances and exits thereto, Common Areas, and other facilities furnished by Landlord, including all parking areas, truck way or ways, loading areas, pedestrian walkways and ramps, landscaped areas, stairways, corridors, and other areas and improvements provided by Landlord for the general use, in common, of tenants, their officers, agents, employees, servants, invitees, licensees, visitors, patrons and customers, shall be at all times subject to the exclusive control and management of Landlord, and Landlord shall have the right from time to time to establish, modify and enforce rules and regulations with respect to all facilities and areas and improvements, to police same, from time to time to change the area, level and location and arrangement of parking areas and other facilities herein above referred to, to restrict parking by and enforce parking charges (by operation of meters or otherwise) to tenants except as set forth in paragraph 17, their officers, agents, invitees, employees, servants, licensees, visitors, patrons and customers; to close all or any portion of said areas or facilities to such extent as may in the opinion of Landlord’s counsel be legally sufficient to prevent a dedication thereof or the accrual of any rights to any person or the public therein; to close temporarily all or any portion of the public areas, Common Areas or facilities: to discourage non-tenant parking to charge a fee for visitor and/or customer parking, and to do and perform such other acts in and to said areas and improvements as, in the sole judgement of Landlord, the Landlord shall determine to be advisable with a view to the improvement of the convenience and use thereof by tenants, their officers, agents, employees, servants, invitees, visitors, patrons, licensees and customers. Landlord will operate and maintain the Common Areas and other facilities referred to in such reasonable manner as Landlord shall determine from time to time. Without limiting the scope of such discretion, Landlord shall have the full right and authority to designate a manager of the parking facilities and/or Common Areas and other facilities who shall have full authority to make and enforce rules and regulations regarding the proper operation and maintenance of the parking areas and/or Common Areas and other facilities. Reference in this paragraph to parking areas and/or facilities shall in no way be construed as giving Tenant hereunder any rights and/or privileges in connection with such parking areas and/or facilities unless such rights and/or privileges are expressly set forth in paragraph 17 hereof.

34. Tenant agrees to surrender to Landlord, at the end of the Term of this Lease and/or upon any cancellation of this Lease, said Leased Premises in as good condition as said Leased Premises were at the beginning of the Term of this Lease, ordinary wear and tear, and damage by fire or other casualty not caused by Tenant’s negligence excepted. Tenant agrees that if Tenant does not surrender said Leased Premises to Landlord at the end of the Term of this Lease the Tenant will pay to Landlord double the amount of the current rental for each month or portion thereof that Tenant holds over plus all damages that Landlord may suffer on account of Tenant’s failure to so surrender to Landlord possession of said Leased Premises, and will indemnify and save Landlord harmless from and against all claims made by any succeeding Tenant of said Leased Premises against Landlord on account of delay of Landlord in delivering possession of said Leased Premises in accordance herewith or otherwise.

No receipt of money by Landlord from Tenant after termination of this Lease or the service of any notice of commencement of any suite or final judgement for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgement.

No act or thing done by Landlord or its agents during the Term hereby granted shall be deemed an acceptance of a surrender of the Leased Premises, and no agreement to accept a surrender of the Leased Premises shall be valid unless it be made in writing and subscribed by a duly authorized officer or agent of Landlord.

35. Tenant shall be responsible for and shall pay before delinquency all municipal, county or state taxes assessed during the Term of this Lease against any occupancy interest or personal property of any kind, owned by or placed in, upon or about the Leased Premises by the Tenant.

36. Landlord shall have the right to install signs on the interior or exterior of the Building and Leased Premises and/or change the Building name or street address.

37. It is mutually agreed by and between Landlord and Tenant that the respective parties hereto shall and they hereby do waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, and Tenant’s use or occupancy of the Premises. Tenant further agrees that it shall not interpose any counterclaim or counterclaims in a summary proceeding or in any action based upon non-payment of rent or any other payment required of Tenant hereunder.

38. PARAGRAPH OMITTED INTENTIONALLY

CROSS

DEFAULT

39. If the term of any lease for space other than the Leased Premises, other than this Lease, made by Tenant for any other space in the Building shall be terminated or terminable after the making of this Lease because of any default by Tenant under such other lease, such default shall, ipso facto constitute a default hereunder and empower Landlord at Landlord’s sole option, to terminate this Lease as herein provided in the event of default.

40. If any term provision, covenant or condition of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease or the application of such term provision, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby and each term, provision, covenant or condition of this Lease shall be valid and be enforceable to the fullest extent permitted by law. This Lease shall be construed in accordance with the laws of the State of Florida.

41. It is understood and agreed between the parties hereto that time is of the essence of all there terms, provisions, covenants and conditions of this Lease.

42. The terms Landlord and Tenant as herein contained shall include singular and/or plural, masculine, feminine and/or neuter, heirs, successors, executors, administrators, personal representatives and/or assigns wherever the context so requires or admits. The terms, provisions, covenants and conditions of this Lease are expressed in the total language of this Lease Agreement and the paragraph headings are solely for the convenience of the reader and are not intended to be all inclusive. Any formally executed addendum to or modification of this Lease shall be expressly deemed incorporated by reference herein unless a contrary intention is clearly stated therein.

43. Submission of this instrument for examination does not constitute an offer, right of first refusal, reservation of or option for the Leased Premises or an other space or premises in, on or about the Building. This instrument becomes effective as a Lease upon execution and delivery by both Landlord and Tenant.

44. This lease contains the entire agreement between the parties hereto and all pervious negotiations leading thereto, and it may be modified only by an agreement in writing signed by Landlord and Tenant. No surrender of the Leased Premises, or of the remainder of the terms of this Lease, shall be valid unless accepted by Landlord in writing. Tenant acknowledges and agrees that Tenant has no relied upon any statement, representation, prior written or contemporaneous oral promises, agreements or warranties except such as are expressed herein.

45. Tenant represent and warrants that it has dealt with no broker, agent or other person in connection with this transaction and that no broker, agent or other person brought about this transaction, other than NONE and Tenant agrees to indemnify and hold Landlord harmless from and against any claims by any other broker, agent or other person claiming a commission or other form of compensation by virtue of having dealt with Tenant with regard to this leasing transaction. The provisions of this paragraph shall survive the termination of this Lease.

46. Neither Landlord nor Tenant shall be required to perform any term, condition, or covenant in this Lease so long as such performance is delayed or prevented by force majeure, which shall mean acts of God, labor disputes (whether lawful or not), material or labor shortages, restrictions by any governmental authority, civil riots, floods, and any other cause not reasonably within the control of Landlord or Tenant and which by the exercise of due diligence Landlord or Tenant is unable, wholly or in part, to prevent or overcome. Lack of money shall not be deemed force majeure.

WITNESSES:

By:

/s/ RICHARD WAGMAN

RICHARD WAGMAN

Title:

VICE-PRESIDENT

Date:

5/12/01

TENANT: TRANSMEDIA NETWORK INC.

WITNESSES:

By:

/s/ Stephen E. Lerch

Title:

EVP/CFO

Date:

5/11/01