Contract

Exhibit 10.7[LINCOLN PROPERTY COMPANY LOGO]March 31, 2006Mr. Dave RennerVP, CFOOptium Corporation500 Horizon Dr., Suite 505Chalfont, PA 18914Re: AMENDMENT NO. 1 TO LEASE (“Amendment”) between DISCOVERY LAKES, LLC(“Landlord”) and OPTIUM Corporation (“Tenant”)Dear Dave: In confirmation of our conversation, the signed original of the Amendmentdelivered by Tenant has been accepted and signed by Landlord. Accordingly, it isbinding legally upon both parties. Landlord is prepared to perform in accordancewith the terms thereof, and likewise expects Tenant to perform its obligationsthereunder. Nonetheless, upon confirmation by Tenant that it will perform itsobligations set forth in the Amendment, Landlord agrees to enter into a furthermodification, which shall provide that: 1. The Effective Date shall be changed to April 1, 2006 (Article 9). 2. Landlord will waive the first three installments of the Buyout described (Article 5) which will reduce the Buyout amount to $48,000.01, as reflected on the attached Rent Table. 3. Landlord will reduce the amount of the Letter of Credit from $540,000 to $248,000 effective at the time the Letter of Credit is renewed on May 1, 2006 (Article 7).The new amendment shall otherwise be in such form and content as Landlord mayreasonably require. If the forgoing is acceptable to Tenant, please confirm thesame in writing at your earliest convenience. If the new amendment is not dulyentered into by the parties, the Lease dated December 28, 2000, as heretoforeamended the above referenced Amendment, shall remain in full force and effect.Please contact me if you have any questions. Agreed and Accepted by:Most Sincerely, Optium Corporation/s/ Jeffrey D. Patterson /s/ Dave Renner- ————————————- ——————————Jeffrey D. Patterson Dave RennerVice President VP, CFOLincoln Property Companycc: Margaret Thomson Ashley E. Roby James Knoeller LINCOLN PROPERTY COMPANY OF FLORIDA, INC. LICENSED REAL ESTATE BROKER 300 S. ORANGE AVENUE SUITE 1575 ORLANDO, FL 32801 TELEPHONE (407) 872-3500 FACSIMILE (407) 425-2309Rent Table (Article 5):- —————————————————————- BASE RENT LEASE YEAR $/RSF/Yr. MONTHLY ANNUAL- —————————————————————-April 1, 2006 $14.91 $29,592.62 $29,592.62through April 30, (1 month)2006- —————————————————————-May 1, 2006 $15.36 $30,485.76 $60,971.52through June 30, (2 months)2006- —————————————————————-July 1, 2006 $15.36 $30,485.76 $322,371.81through March 31, plus $5,333.33 (9 months)2007 equals $35,819.09- —————————————————————-April 1, 2007 $15.36 $30,485.76 $30,485.76through April 30, (1 month)2007- —————————————————————-May 1, 2007 $15.82 $31,398.75 $376,784.94through April 30,2008- —————————————————————-Note: the above Rates do not include CAM, HVAC maintenance and applicable SalesTax. DISCOVERY LAKE OFFICE LEASE AGREEMENT THIS LEASE is made as of the 28th day of December, 2000 between SVCENTRAL FLORIDA PHASE II LIMITED PARTNERSHIP, a Texas limited partnership(hereinafter called “Landlord”) and OPTIUM, INC., a Florida corporation(hereinafter called “Tenant”). WITNESSETH: Landlord hereby leases to Tenant and Tenant hereby leases from Landlordthose premises (hereinafter called “Premises”) shown on EXHIBIT “A” attachedhereto and made a part thereof, being located in a single story office building(the “Building”) constructed on a parcel of land (the “Property”) located inOrange County, Florida and more particularly described on EXHIBIT “B” attachedhereto and made a part hereof. The Building and Property, together with anyadjacent or nearby property and improvements thereon from time to time owned byLandlord and operated in conjunction with the Building and Property, aresometimes referred to in this Lease as the “Discovery Lake Complex”. PREMISES: 2721 DISCOVERY DRIVE SUITE 500 ORLANDO, FLORIDA 32826 RENTABLE SQUARE FEET: 30,042 1. TERM AND POSSESSION. (a) The term of the Lease shall be for eighty-four (84) months (or untilsooner terminated as herein provided) (the “Lease Term”), beginning on the”Commencement Date” (as hereinafter defined), except that if the date the LeaseTerm begins is other than the first day of a calendar month, the term hereofshall be extended for the remainder of that calendar month. The first lease year(“Lease Year”) shall begin on the date the Lease Term commences and shall end onthe last day of the twelfth (12th) full month following the date the Lease Termcommences. Succeeding Lease Years shall each consist of a twelve (12)-monthperiod beginning with the first day of the first month following the end of theprior Lease Year. (b) The Commencement Date shall be May 1, 2001. (c) The Premises shall be deemed substantially completed and possessiondelivered when Landlord has substantially completed the work to be constructedor installed pursuant to the plans and specifications described in theImprovement Agreement between Landlord and Tenant of even date herewith relatingto the Premises (the “Improvement Agreement”), subject only to the completion ofitems on Landlord’s punch list (and exclusive of the installation of alltelephone and other communications facilities and equipment and other finishwork to be performed by or for Tenant). Tenant shall have the right prior to theCommencement Date to enter upon the Premises to prepare same for occupancy byTenant, including, but not limited to, installation of telephone, data and othertelecommunication equipment, office furniture and furniture systems,installation of security devices and locks, and other finish work to beperformed by or for Tenant. (d) If substantial completion of the Premises or possession thereof byTenant is delayed because any tenant or other occupant thereof holds over, andLandlord is delayed, using good faith efforts in Landlord’s discretion, inacquiring possession of the Premises, Landlord shall not be deemed in default,nor in any way liable to Tenant because of such delay, and Tenant agrees toaccept possession of the Premises at such time as Landlord is able to tender thesame, which date shall thenceforth be deemed the Commencement Datenotwithstanding any other provision hereof to the contrary. (e) The taking of possession by Tenant shall be deemed conclusively toestablish that the Building, other improvements, and the Premises have beencompleted in accordance with the plans and specifications and are in good andsatisfactory condition as of when possession was so taken, subject only tolatent defects of which Tenant notifies Landlord within two (2) years after theCommencement Date. 2. MONTHLY RENTAL. (a) Tenant shall pay to Landlord throughout the term of this Lease annualrental as set forth below, together with any and all sales, rent and other taxeswhich might be imposed thereon or on any other amounts paid or payable by Tenantor contributed by Tenant under or in connection with this Lease or theImprovement Agreement, payable in equal monthly rental installments payable inadvance on the first day of each month during every year of the term herebydemised in lawful money of the United States, without deduction or offsetwhatsoever, to Landlord or to such other firm as Landlord may from time to timedesignate in writing. Notwithstanding the above, the first monthly installmentof rent shall be paid on or before execution of this Lease. Said rental issubject to adjustments as provided hereinbelow. If this Lease commences on a dayother than the first day of a calendar month, the monthly rental for thefractional month shall be appropriately prorated. The annual and monthly rental,subject to adjustment as hereinafter provided, is as follows:LEASE BASE RENT YEAR $/RSF/Yr. MONTHLY ANNUAL- ——————————————— One $13.25 $33,171.38 $398,056.50- ——————————————— Two $13.65 $34,172.78 $410,073.30- ———————————————Three $14.06 $35,199.21 $422,390.52- ——————————————— Four $14.48 $36,250.68 $435,008.16- ——————————————— Five $14.91 $37,327.19 $447,926.22- ——————————————— Six $15.36 $38,453.76 $461,445.12- ———————————————Seven $15.82 $39,605.37 $475,264.44- ——————————————— (b) Tenant recognizes that late payment of any rent or other sum duehereunder from Tenant to Landlord will result in administrative expense toLandlord, the extent of which additional expense is extremely difficult andeconomically impractical to ascertain. Tenant therefore agrees that if rent orany other payment due hereunder from Tenant to Landlord remains unpaid ten (10)days after said amount is due, the amount of such unpaid rent or other paymentshall be increased by a late charge to be paid to Landlord by Tenant in anamount equal to five percent (5%) of the amount of the delinquent rent or otherpayment. The amount of the late charge to be paid to Landlord by Tenant for anymonth shall be computed on the aggregate amount of delinquent rents and otherpayments, including all accrued late charges then outstanding, and shall bedeemed to be rental for all purposes hereunder. Tenant agrees that such amountis a reasonable estimate of the loss and expense to be suffered by Landlord as aresult of such late payment by Tenant and may be charged by Landlord to defraysuch loss and expense. The provisions of this paragraph in no way relieve Tenantof the obligation to pay rent or other payments on or before the date on whichthey are due, nor do the terms of this paragraph in any way affect Landlord’sremedies pursuant to Paragraph 18 of this Lease in the event said rent or otherpayment is unpaid after the date due. (c) The monthly rental payable hereunder shall be subject to adjustmenteach calendar year during the term of this Lease in the following manner: (i) Throughout the term of this Lease, Tenant shall pay to Landlord asadditional rent Tenant’s proportionate share of the Direct Operating Expenses(as hereinafter defined) incurred by Landlord in the operation of the Buildingand allocated to the Premises as hereinafter set forth during each calendar yearof the Lease Term. Tenant’s Proportionate Share of Direct Operating Expenses (ashereinafter defined) shall be prorated on a daily basis using a 365-day calendaryear, as necessary for any year during which this Lease is in effect for lessthan the full twelve month calendar year. Direct Operating Expenses shall becalculated on an accrual basis. For the purpose of estimating the DirectOperating Expenses during each year, Landlord shall reasonably estimate suchexpenses (assuming full occupancy of the Building if the Building is not fullyoccupied) based on the actual Direct Operating Expenses for the preceding year,if available, any then-known cost changes or additional expenses which can bereasonably anticipated to occur within the year for which such expenses areestimated, Landlord’s experience with similar office buildings, the costs ofcontracts already entered, commercially reasonable quotes obtained, commerciallyreasonable representations of providers of the services and equipment,consultation with specialists such as insurers, and other factors a prudentlessor would use to make a fair and accurate estimate of operating costs.Notwithstanding anything contained in this Lease to the contrary, for purposesof determining Direct Operating Expenses for any calendar year, in the event theBuilding is not fully occupied during such calendar year, the actual DirectOperating Expenses for such calendar year shall be increased to the amount whichLandlord reasonably estimates would have been incurred for such calendar yearhad the Building been fully occupied throughout such calendar year, and theamount so estimated shall be deemed to be the Direct Operating Expenses for suchcalendar year. The estimated Direct Operating Expenses for calendar year 2001are reflected on EXHIBIT “G” attached hereto and made a part hereof. The partiesagree that (i) the estimated Direct Operating Expenses for each calendar yearduring the Lease Term shall be subject to adjustments as provided for in thisparagraph 2(c); and (ii) that, notwithstanding anything in this Lease to thecontrary, such estimate of Direct Operating Expenses is an estimate to coverLandlord’s costs of all Direct Operating Expenses allocable to the Premises ashereinafter provided, including, but not limited to, Tenant’s proportionateshare of the cost of (a) real estate taxes and Building insurance; (b) water andsewer service, systems maintenance, trash removal, property management fees; and(c) Landlord’s maintenance and repair expenses of the common areas of theProject, including landscaping. Tenant acknowledges that electricity usage andconsumption for the Premises for lights, convenience power and operation of thePremises’ dedicated HVAC system shall be separately metered, and Tenant shallcontract for and pay directly the costs of all such electricity usage at thePremises. Tenant shall also contract for and pay directly the cost of alljanitorial services for the Premises. (ii) “Tenant’s Proportionate Share of Direct Operating Expenses” shallmean, for each calendar year (or portion thereof), the amount of DirectOperating Expenses allocable to the Premises for such calendar year (or portionthereof). Direct Operating Expenses that relate to the Building or the Propertyas a whole shall be allocated to the Premises in the same proportion that thenumber of rentable square feet contained in the Premises (30,042) bears to thetotal number of rentable square feet contained in the Building (55,078), andDirect Operating Expenses attributable solely to the Premises (such asmaintenance costs for 2the HVAC system serving the Premises, separately metered utility costs, andservices contracted specifically for the Premises) shall be allocated directlyto the Premises. (iii) For purposes of this Lease, the term “Direct Operating Expenses”shall consist of all “operating costs” (as hereinafter defined) for theBuilding, and the Building’s share of all operating costs for any parking,landscaping and common areas serving the Building, and the Property (theBuilding, such parking, landscaping and common areas and the Property beinghereinafter referred to collectively as the “Project”). For purposes of thisLease, the term “operating costs” shall mean all reasonable expenses, costs anddisbursements computed, on the accrual basis, relating to or incurred or paid inconnection with the operation, maintenance and repair of the Project, including,but not limited to the following: a. Building personnel costs, including, but not limited to,salaries, wages, fringe benefits, social security taxes and other direct andindirect costs of Senior Property Manager, Engineering Manager, BuildingManagers, and any other personnel engaged in the operation and maintenance ofthe Project and associated overhead. b. The cost of all supplies, tools, equipment and materials usedin the operation and maintenance of the Project (but subject to the exclusionsset forth below). c. The cost of water, sewer, gas, heating, lighting, ventilation,electricity, air conditioning, and any other utilities supplied or paid for byLandlord for the Project and the costs of maintaining the systems supplying thesame, including, but not limited to, any utility and service costs incurred byLandlord. d. The cost of all agreements for maintenance and service of theProject and the equipment therein supplied or paid for by Landlord, including,but not limited to, agreements relating to security service, window cleaning,heating, ventilating and air conditioning maintenance, Building management andlandscaping maintenance. e. The cost of maintaining sprinkler systems, fire extinguishersand fire hoses, systems and equipment that may be now or hereafter required bythe Americans With Disabilities Act, and the cost of all security services andprotective services or devices rendered to or in connection with the Project orany part thereof, to the extent supplied or paid for by Landlord. f. Insurance premiums for insurance for the Project required tobe maintained by Landlord hereunder or which a prudent owner would carry,including, but not limited to, premiums for casualty insurance maintained byLandlord, business interruption or rental abatement insurance, garage keeper’sinsurance, and liability insurance. g. The cost of repairs and general maintenance of the Project(excluding repairs, alterations and general maintenance paid by proceeds ofinsurance or attributable solely to tenants of the Project other than Tenant,but including deductibles paid by Landlord), including, but not limited to: anymanagement fees charged by Landlord or third party managers, maintenance andcleaning of common areas and facilities; lawn mowing, gardening, landscaping,and irrigation of landscaped areas; line painting, pavement repair andmaintenance, sweeping, and sanitary control; removal of snow, trash, rubbish,garbage, and other refuse; the cost of personnel to implement such services, todirect parking, and to police the common areas; the cost of exterior andinterior painting of common areas; all maintenance and repair costs; and thecost of maintenance of sewers and utility lines; and the cost of maintenance andrepair of the heating, ventilating and air conditioning systems serving theProject. h. The amortization (together with reasonable financing charges)of the cost (including labor and materials) of capital investment items, subjectto the provisions of Paragraph 2(c)(iii)(d) on page 4 of this Lease. i. All taxes, assessments, and governmental or other charges,general or special, ordinary or extraordinary, foreseen or unforeseen, which arelevied, assessed, or otherwise imposed against the Project, street lights,personal property or rents, or on the right or privilege of leasing the Project,collecting rents therefrom or parking vehicles thereon, by any federal, state,county, or municipal government or by any special sanitation district or by anyother governmental or quasi-governmental entity that has taxing or assessmentauthority, and any other taxes and assessments, together with any interest andpenalties thereon, attributable to the Project or its operation (hereincollectively called the “Impositions”), but exclusive of federal, state andlocal income taxes of Landlord, inheritance taxes, estate taxes, gift taxes,transfer taxes, excess profit taxes and any taxes imposed in lieu of such taxes.If at any time during the Lease Term, the present method of taxation orassessment shall be so changed that the whole or any part of the Impositions nowlevied, assessed or imposed on real estate and the improvements thereon shall bediscontinued and as a substitute therefor, or in lieu of and in additionthereof, taxes, assessments, levies, impositions or charges shall be levied,assessed and/or imposed wholly or partially as a capital levy or otherwise onthe rents received from the Project or the rents reserved herein or any partthereof, then such substitute or additional taxes, assessments, levies,impositions or charges, to the extent so levied, assessed or imposed, shall bedeemed to be included within the Impositions and the operating costs. Tenantwill be responsible for ad valorem taxes on its personal property and on thevalue of the leasehold improvements in the Premises to the extent the sameexceed building standard allowances (and if the taxing authorities do not 3separately assess Tenant’s leasehold improvements, Landlord may make areasonable allocation of the ad valorem taxes allocated to the Project to giveeffect to this sentence). j. All assessments (if any) assessed against the Project duringthe Lease Term pursuant to any protective covenants, easement agreements orcommon area maintenance agreements now or hereafter of record against theProject. k. Fees of accountants, attorneys and other consultants,professionals or advisors incurred by Landlord with respect to the Project, butexcluding any of such fees relating to the preparation, negotiation orenforcement of leases or relating to any sale or financing of the Project or anyportion thereof. l. Seasonal expenses. Anything in this Lease to the contrary notwithstanding, DirectOperating Expenses under this Lease shall not include: (a) Any and all costs of improvements or alterations (i) to any of the premises of any other tenants in the Building (other than general maintenance and repair to any such tenant’s premises which is Landlord’s responsibility under tenant leases for the Building generally), or (ii) to any areas of the Building not presently leased or designated as leaseable area in order to convert it into leaseable area (other than general maintenance repair to any such areas); (b) Expenses incurred in leasing or procuring new tenants or renewing leases or expanding leaseholds of existing tenants (including lease commissions, legal fees, advertising expenses, expenses of renovating space for new or existing tenants, and construction or other allowances to new or existing tenants); (c) Except as provided in subparagraph (d) below, principal or interest payments on loans secured by mortgages, or trust deeds or assignments of rent, on the Property or Building; (d) Costs of capital improvements, except that Direct Operating Expenses shall include the cost of any capital improvement which (i) can be reasonably expected to reduce any component cost included within Direct Operating Expenses, (ii) is appropriate to replace or repair existing items which have worn out or are in need of repair, or (iii) which are necessary to keep the Project, Premises or Building in compliance with all present and future governmental laws, rules and regulations applicable from time to time thereto. Costs of capital improvements permitted to be charged as Direct Operating Expenses hereunder shall be amortized over a reasonable period consistent with generally accepted principles of accounting, with interest on the unamortized amount, at the rate of the greater of eight percent (8%) per annum or two percent (2%) per annum above the base rate of interest charged on corporate loans at large U.S. money center commercial banks as published in the Wall Street Journal (but in no event at a rate which is more than the highest lawful rate allowable in the State of Florida); (e) Expenses for repairs or other work occasioned by fire, windstorm or other insured casualty or resulting from the exercise of a power of eminent domain; provided, that the amount of Landlord’s insurance deductible may be included in Direct Operating Expenses up to, but not exceeding in any event, the amount of $50,000 per calendar year; (f) Legal and other expenses incurred in negotiating or enforcing the terms of any tenant lease; (g) Ground rent or land lease obligations with respect to the Property or Building; (h) Wages, salaries and other compensation paid to any employee above the grade of the highest ranking Senior Property Manager, as prorated based upon the amount of time any such employee spends with respect to the Project and the amount of time any such employee spends with respect to other projects; (i) Expenses for utility or other services for which Landlord receives direct reimbursement from any tenant or other party (other than through the Direct Operating Expenses reimbursement provisions of leases); (j) Depreciation expense, except in the form of amortized costs of capital improvements to the extent expressly permitted in subparagraph 2(c)(iii)(d) set forth above; (k) Any interest, fines or penalties and all related expenses (including attorneys fees) incurred as a result of Landlord’s violation of any governmental rule, statute or authority, or any mortgage or other instrument affecting the Property or Building, or other wrongful conduct of Landlord; and 4 (l) Losses of rent, bad debts and any damages or settlements paid to any tenant, prospective tenant or occupant of the Building. (m) Promotional expenses. (iv) Tenant acknowledges that various services and other costsrelating to the Building may be incurred in connection with the Building and oneor more other buildings within the Discovery Lake Complex. In such event, suchcosts shall be appropriately allocated among the Building and such otherbuildings for purposes of determining the portion of such costs to be includedin Direct Operating Expenses. (v) Nothing contained in this Section shall imply any duty on the partof Landlord to pay any expense or provide any service not otherwise imposed bythe express terms of this Lease. (vi) On or about December 31 of each calendar year during the LeaseTerm, Landlord shall estimate the amount of Direct Operating Expenses andTenant’s Proportionate Share of Direct Operating Expenses for the ensuingcalendar year or (if applicable) fractional part thereof and notify Tenant inwriting of such estimate. Such estimate shall be made by Landlord in theexercise of its discretion, and shall not be subject to dispute by Tenant. Theamount of additional rent specified in such notification shall be paid by Tenantto Landlord in equal monthly installments in advance on the first day of eachmonth of such ensuing calendar year, at the same time and in the same manner asbase rent. (vii) Within One Hundred Eighty (180) days after December 31 of anycalendar year during the Lease Term for which additional rent is due under thisSection, Landlord shall advise Tenant in writing, of the amount of actual DirectOperating Expenses for such calendar year. If the Direct Operating Expenses forsuch calendar year prove to be greater than the amount previously estimated,Landlord shall invoice Tenant for the deficiency as soon as practicable afterthe amount of underpayment has been determined, and Tenant shall pay suchdeficiency to Landlord within fifteen (15) days following its receipt of suchinvoice. If, however, Direct Operating Expenses for such calendar year are lowerthan the amount previously estimated, Tenant shall receive a credit (or in theevent the term of this Lease has then expired, Tenant shall receive a cashrefund) toward the next ensuing monthly payment or payments of the estimatedamount of Tenant’s Proportionate Share of Direct Operating Expenses in theamount of such overpayment until depleted, but in no event shall Tenant’sProportionate Share of Direct Operating Expenses be deemed to be less than zero. 3. SECURITY DEPOSIT. [Intentionally Omitted] 4. OCCUPANCY AND USE. (a) Tenant shall use and occupy the Premises for general office purposesand for no other use or purpose without the prior written consent of Landlord;provided, however, that the Premises may be used for research and development onsemiconductor optioelectronic devices. Landlord shall have no additionalimprovement or other obligations with respect to any such incidental use. Tenantshall be responsible for and shall pay any and all costs relating to thePremises that exceed the costs that would have been incurred if the Premiseswere used entirely for general office purposes. (b) Tenant shall not do or permit anything to be done in or about thePremises which will in any way obstruct or interfere with the rights of othertenants or occupants of the Building or injure or annoy them, nor use or allowthe Premises to be used for any improper, immoral, unlawful, or objectionablepurposes or for any business, use or purpose deemed to be disreputable orinconsistent with the operation of a first class office building, nor shallTenant cause or maintain or permit any nuisance in, on, or about the Premises.Tenant shall not commit or suffer the commission of any waste in, on, or aboutthe Premises. 5. COMPLIANCE WITH LAWS. (a) Tenant shall not use the Premises or permit anything to be done in orabout the Premises which will in any way conflict with any law, statute,ordinance, or governmental rule, regulation or requirement now in force or whichmay hereafter be enacted or promulgated. Tenant shall not do or permit anythingto be done on or about the Premises or bring or keep anything therein which willcause a cancellation of or reduction in coverage under any insurance upon theBuilding in which the Premises are situated or any of its contents, and Tenantshall at its sole cost and expense promptly comply with all laws, statutes,ordinances, and governmental rules, regulations, or requirements now in force orwhich may hereafter be in force and with the requirements of any board of fireunderwriters or other similar body now or hereafter constituted relating to oraffecting the condition, use, or occupancy of the Premises. In the event thatthe rate of insurance upon the Building in which the Premises are situated isincreased as a result of Tenant’s business or operations in the Premises, Tenantshall immediately pay all increased insurance premiums resulting therefrom. (b) Tenant shall not use, handle, store, deal in, discharge, or fabricateany Hazardous Materials (as herein defined) on or about the Premises, except forHazardous Materials (i) which are of the type and do 5not exceed the quantities listed on Exhibit “H” attached hereto and made a parthereof, or which are similar in type and quantity to those listed on Exhibit “H”and are used in connection with Tenant’s research and development onsemiconductor optioelectronic devices, (ii) are handled, stored, and used inaccordance with the procedures set forth in Exhibit “H”, and (iii) which arestored, used and disposed of by Tenant in compliance with all applicable laws,rules and regulations. Tenant shall indemnify Landlord (and anybody claiming by,through, or under Landlord) from and against any and all claims, damages,losses, costs, and expenses (including reasonable attorneys’ fees and courtcosts) incurred by Landlord or anybody claiming by, through, or under Landlordas a result of the existence of any Hazardous Materials on or about the Premisesor any environmental problems relating to the Premises which are caused by orrelated to the delivery, deposit or creation of Hazardous Materials on or aboutthe Premises during the term of this Lease. As used herein, “HazardousMaterials” means any petroleum or chemical liquids or solids, liquid or gaseousproducts, contaminants, oils, radioactive materials, asbestos, PCB’s,urea-formaldehyde, or any toxic or hazardous waste or hazardous substances, asthose terms are used in (A) the Resources Conservation Recovery Act, as amendedby the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. Sections 6901 etseq.; (B) the Comprehensive Environmental Response, Compensation, and LiabilityAct of 1980, as amended by the Superfund Amendments and Reauthorization Act of1986, 42 U.S.C. Sections 9601 et seq.; (C) the Clean Water Act, 33 U.S.C.Sections 1251 et seq.; (D) the Toxic Substances and Control Act, 15 U.S.C.Sections 2601 et seq.; (E) the Clean Air Act, 42 U.S.C. Sections 7401 et seq.;(F) any and all applicable environmental laws and regulations of the State ofFlorida; and (G) any and all other applicable federal, state or local law orregulation governing hazardous substances or workplace health or safety, as suchlaws may be amended from time to time. 6. ALTERATIONS; SIGNS. (a) Tenant shall not make or suffer to be made any alterations, additions,or improvements in, on, or to the Premises or any part thereof without the priorwritten consent of Landlord, and no such alterations, additions or improvementsshall be made without the supervision of Landlord’s designated agent orrepresentative. All such alterations, additions, or improvements in, on, or tosaid Premises, except for Tenant’s movable furniture and equipment, shallimmediately become Landlord’s property and, at the end of the term hereof, shallremain on the Premises without compensation to Tenant. In the event Landlordconsents to the making of any such alterations, additions, or improvements byTenant, the same shall be made by Tenant, at Tenant’s sole cost and expense, inaccordance with all applicable laws, ordinances, and regulations and allrequirements of Landlord’s and Tenant’s insurance policies, and in accordancewith plans and specifications approved by Landlord, and any contractor or personselected by Tenant to make the same, and all subcontractors, must first beapproved in writing by Landlord, or, at Landlord’s option, the alteration,addition or improvement shall be made by Landlord for Tenant’s account andTenant shall reimburse Landlord for the cost thereof upon demand. Upon theexpiration or sooner termination of the term herein provided, Tenant shall, upondemand by Landlord, at Tenant’s sole cost and expense, forthwith and with alldue diligence remove any or all alterations, additions, or improvements made byor for the account of Tenant, designated by Landlord to be removed, and Tenantshall forthwith and with all due diligence, at its sole cost and expense, repairand restore the Premises to their original condition. Tenant agrees thatLandlord shall have the right to charge a fee for any and all constructionsupervision provided by Landlord’s designated agents or representatives inconnection with any alterations, additions, or improvements to the Premises byTenant. Such fee, at Landlord’s option, shall be either a fixed fee or a feecalculated on an hourly basis, considering the time expended by Landlord’sagents or representatives in supervising Tenant’s construction. (b) No sign, advertisement or notice referring to Tenant shall beinscribed, painted, affixed, or otherwise displayed on any part of the exterioror the interior of the Building, except on the doors of offices and such otherareas as are designated by Landlord, and then only in such place, number, size,color and style as are approved by Landlord. All of Tenant’s signs that areapproved by Landlord shall be installed by Landlord at Tenant’s cost andexpense. If any sign, advertisement or notice that has not been approved byLandlord is exhibited or installed by Tenant, Landlord shall have the right toremove the same at Tenant’s expense. Landlord shall have the right to prohibitany advertisement of or by Tenant which in its opinion tends to impair thereputation of the Building or its desirability as a first class office building,and upon written notice from Landlord, Tenant shall immediately refrain from anddiscontinue any such advertisement. Landlord reserves the right to affix,install and display signs, advertisements and notices on any part of theexterior or interior of the Building. Upon the termination of this Lease,Landlord, at Tenant’s expense, shall remove all of Tenant’s signs and shallrepair any injury or damage caused by such removal. At Tenant’s expense,Landlord shall install Tenant’s name on a monument sign near the walkway to thePremises, in accordance with Landlord’s signage standards. At Tenant’s expense,Landlord shall install Tenant’s name on a monument sign to be located alongDiscovery Drive, subject to Landlord obtaining all necessary governmental andCentral Florida Research Park approvals for the construction of such sign.Tenant may, at Tenant’s expense, install its corporate name and logo (conformingto Tenant’s corporate standard graphics) adjacent to the exterior door to thePremises, subject to compliance with Landlord’s building standards for all suchsignage. 7. REPAIR. By taking possession of the Premises, Tenant accepts the Premises as beingin the condition in which Landlord is obligated to deliver them and otherwise ingood order, condition and repair. Tenant shall, at all times during the termhereof at Tenant’s sole cost and expense, keep the Premises and every part 6thereof in good order, condition and repair, excepting ordinary wear and tear,damage thereto by fire, earthquake, act of God or the elements. Tenant shallupon the expiration or sooner termination of the term hereof, unless Landlorddemands otherwise as in Paragraph 6 hereof provided, surrender to Landlord thePremises and all repairs, changes, alterations, additions and improvementsthereto in the same condition as when received, or when first installed,ordinary wear and tear, damage by fire, earthquake, act of God, or the elementsexcepted. It is hereby understood and agreed that Landlord has no obligation toalter, remodel, improve, repair, decorate, or paint the Premises or any partthereof except as described in the Improvement Agreement, and that norepresentations respecting the condition of the Premises or the Building havebeen made by Landlord to Tenant, except as specifically herein set forth. 8. LIENS. Tenant shall keep the Premises free from any liens arising out of any workperformed, material furnished, or obligations incurred by Tenant. In the eventthat Tenant shall not, within ten (10) days following the recordation of anysuch lien, cause the same to be released of record by payment or by causing thelien to be transferred to a cash deposit or surety bond under the applicableprovisions of the Florida Construction Lien Act, Landlord shall have, inaddition to all other remedies provided herein and by law, the right, but notthe obligation, to cause the same to be released by such means as it shall deemproper, including payment of the claim giving rise to such lien. All such sumspaid by Landlord and all expenses incurred by it in connection therewith shallbe considered additional rent and shall be payable to Landlord by Tenant ondemand and with interest at the rate of four percentage points higher than theprime commercial lending rate from time to time of SunTrust Bank in Orlando,Florida, provided, however, that if such rate exceeds the maximum rate permittedby law, the maximum lawful rate shall apply; the interest rate so determined ishereinafter called the “Agreed Interest Rate”. Nothing contained herein shall bedeemed to imply any agreement of Landlord to subject Landlord’s reversionaryinterest in the Premises to any construction lien or other lien. Notice ishereby given to all persons dealing with Tenant that Tenant has no power, right,or authority to contract for the account of Landlord or subject Landlord’sreversionary interest in the Premises to any construction lien or other lien;that Landlord shall not be liable for any labor or materials furnished or to befurnished to Tenant on credit; and that no construction lien or other lien forlabor or materials shall attach to or affect in any fashion the reversionaryinterest of Landlord in the Premises. 9. ASSIGNMENT AND SUBLETTING. (a) Tenant shall not sell, assign, encumber or otherwise transfer byoperation of law or otherwise this Lease or any interest herein, sublet thePremises or any portion thereof, or suffer any other person to occupy or use thePremises or any portion thereof, without the prior written consent of Landlordas provided herein, which consent shall not be unreasonably withheld,conditioned or delayed, nor shall Tenant permit any lien to be placed on theTenant’s interest by operation of law. Tenant shall, by written notice, adviseLandlord of its desire from and after a stated date (which shall not be lessthan thirty (30) days nor more than ninety (90) days after the date of Tenant’snotice) to sublet the Premises or any portion thereof for any part of the termhereof; and supply Landlord with a copy of the proposed sublease or assignmentdocument and such other information, financial statements, verifications andrelated materials as Landlord may request or desire to evaluate the writtenrequest to sublet. Upon receiving said notice by Tenant with respect to any ofthe Premises, Landlord may withhold or grant its consent to Tenant’s sublettingthe Premises specified in said notice, which consent shall not be unreasonablywithheld, conditioned or delayed. Tenant shall, at Tenant’s own cost andexpense, discharge in full any commissions which may be due and owing as aresult of any proposed assignment or subletting. Tenant agrees to pay toLandlord, promptly after request therefor, the amount of all attorneys’ fees(not to exceed $1,000.00 per sublease or assignment) and expenses incurred byLandlord in connection with any assignment or subletting issues or review ofdocumentation relating thereto. (b) Any subletting or assignment hereunder by Tenant shall not result inTenant being released or discharged from any liability under this Lease. As acondition to Landlord’s prior written consent as provided for in this paragraph,the assignee or subtenant shall agree in writing to comply with and be bound byall of the terms, covenants, conditions, provisions and agreements of thisLease, and Tenant shall deliver to Landlord promptly after execution, anexecuted copy of each sublease or assignment and an agreement of said complianceby each sublessee or assignee. (c) Landlord’s consent to any sale, assignment, encumbrance, subletting,occupation, lien or other transfer shall not release Tenant from any of Tenant’sobligations hereunder or be deemed to be a consent to any subsequent occurrence.Any sale, assignment, encumbrance, subletting, occupation, lien or othertransfer of this Lease which does not comply with the provisions of thisParagraph 9 shall be void. (d) For purposes of this Section, an assignment of stock, transfer ofpartnership interest or transfer of other direct or indirect ownership interestin Tenant which constitutes a controlling interest in Tenant, and a sale ortransfer of more than fifty percent (50%), in value, of the operating assets ofTenant, shall each be deemed an assignment within the meaning of and be governedby this Section. (e) Notwithstanding any provision contained herein, Tenant agrees that itshall not sell, assign, encumber or otherwise transfer by operation of law orotherwise this Lease or any interest herein, or sublet the Premises or anyportion thereof, to any tenant who currently leases space in the Building orother 7buildings in the Discovery Lake Complex, unless space to meet such Tenant’sneeds is not otherwise available in the Discovery Lake Complex. (f) If this Lease is assigned, or if the Premises or any part thereof aresublet or occupied by anyone other than Tenant during the Lease Term (with orwithout Landlord’s consent), Landlord and Tenant shall split evenly all rents,fees and other considerations paid by such subtenant, assignee or occupant withrespect to the Premises, including, but not limited to, all amounts paid inexcess of the rental specified in this Lease, net of any costs associated withthe sublease or assignment. (g) Landlord’s consent to a proposed assignment or subletting pursuant tothis Paragraph 9 shall not be unreasonably withheld, delayed or conditioned,but, in addition to any other grounds for denial, Landlord’s consent shall bedeemed reasonably withheld if, in Landlord’s reasonable judgment, any of thefollowing conditions exist: (i) the proposed assignee or subtenant intends to use any part of the Premises for the operation of a retail business or for a purpose not permitted under this Lease; or (ii) the use of the Premises or the Building by the proposed assignee or subtenant would, in Landlord’s reasonable judgment, significantly increase the pedestrian traffic in and out of the Building, or would require material or substantial alterations to the Building, Premises or Project in order to comply with applicable laws; or (iii) the proposed use by such subtenant or assignee would result in a violation of an exclusive right granted to another tenant in the Building, or require rezoning or a zoning variance; or (iv) the proposed subtenant or assignee is a governmental agency which in Landlord’s sole discretion will detract from the quality or operation of the Project; or (v) the business and operations of the proposed assignee or subtenant are inconsistent with the maintenance of a Class A Building, and/or would be incompatible with the businesses and operations being conducted by other tenants in the Building or Project; or (vi) the proposed use by such subtenant or assignee could create a condition that is dangerous to persons or property (e.g. a foreign consulate) or could create an atmosphere or condition that could be disruptive to the operation of the Building or Project (e.g. an abortion or methadone clinic), or could create substantially heavier volumes of traffic in the Project than the Project was designed for; or (vii) as a result of the number of people to be officed in the space proposed for sublease or assignment, the efficiency of the Premises’ HVAC system would be materially diminished; or (viii) with respect to a sublease, Tenant proposes to demise the sublease space in a commercially unreasonable manner (e.g. in a configuration that would not be readily leaseable at the end of the Lease Term) and does not provide Landlord with additional security in an amount equal to all reasonably anticipated restoration costs. 10. INSURANCE AND INDEMNIFICATION. (a) Landlord shall not be liable to Tenant and Tenant hereby waives allclaims against Landlord for any injury or damages to any person or property inor about the Premises or the Project by or from any cause whatsoever, withoutlimiting the generality of the foregoing, whether caused by water leakage of anycharacter from the roof, walls, basement, or other portion of the Premises orthe Building, caused by gas, fire, or explosion of the Building or the complexof which it is a part or any part thereof, or caused by theft or other act oromission of any person. (b) Tenant shall hold Landlord harmless from and defend and indemnifyLandlord against any and all claims or liability for any injury or damage to anyperson or property whatsoever: (i) occurring in, on or about the Premises or anypart thereof, (ii) occurring in, on, or about any facilities (including, withoutlimitation, stairways, parking areas, passageways, walkways or hallways), theuse of which Tenant may have in conjunction with other tenants of the Building,when such injury or damage shall be caused in part or in whole by the act,neglect, fault of, or omission of any duty with respect to the same by Tenant,its agents, servants, employees, or invitees. Tenant further agrees toindemnify, defend and save harmless Landlord against and from any and all claimsin any manner relating to any work or thing whatsoever done by Tenant in orabout, or any transactions of Tenant concerning, the Premises, and will furtherindemnify, defend and save Landlord harmless against and from any and all claimsarising from any breach or default on the part of Tenant in the performance ofany covenant or agreement on the part of Tenant to be performed pursuant to theterms of this Lease, or arising from any act or negligence of Tenant, or any ofits agents, contractors, servants, employees and licensees, and from and againstall costs, counsel fees, expenses and liabilities incurred in connection withany such claim or action or proceeding brought thereon. Furthermore, in case anyaction or proceeding be brought against Landlord by reason of any claims orliability, Tenant agrees to defend such action or proceeding at Tenant’s soleexpense by counsel reasonably satisfactory to Landlord. 8The provisions of this Lease with respect to any claims or liability occurringprior to the termination or expiration of this Lease shall expressly survivesuch termination or expiration of this Lease. (c) Tenant agrees to purchase at its own expense and to keep in forceduring the term of this lease a policy or policies of worker’s compensation andcomprehensive general liability insurance, including personal injury andproperty damage, with contractual liability endorsement, in the amount of TwoMillion Dollars ($2,000,000.00) for property damage and Three Million Dollars($3,000,000.00) per occurrence for personal injuries or deaths of personsoccurring in or about the Premises. Said policies shall: (i) name Landlord andLandlord’s lender as an additional insured (except for the worker’s compensationpolicy, which shall instead include a waiver of subrogation endorsement in favorof Landlord), (ii) be issued by an insurance company which is acceptable toLandlord and licensed to do business in the State of Florida, and (iii) providethat said insurance shall not be canceled unless thirty (30) days prior writtennotice shall have been given to Landlord. Said policy or policies orcertificates thereof shall be delivered to Landlord by Tenant upon commencementof the term of the Lease and upon each renewal of said insurance. (d) Tenant represents that Tenant has not engaged or worked with any realestate brokers or agents other than CB Richard Ellis (“Broker”) in connectionwith this Lease or the Premises. Tenant shall indemnify and hold harmlessLandlord and Landlord’s agents from and against any and all claims forcommissions or other compensation, and any liabilities, damages and costsrelating thereto, including, without limitation, attorneys’ fees, that may beasserted by any person or entity other than Broker to the extent that Tenant hasengaged such person or such claim results from any action of Tenant. 11. WAIVER OF SUBROGATION. Each of Landlord and Tenant hereby releases the other from any and allliability or responsibility to the other or anyone claiming through or underthem by way of subrogation or otherwise for any loss or damage to propertycaused by fire or any other perils insured in policies of insurance coveringsuch property, even if such loss or damage shall have been caused by the faultor negligence of the other party, or anyone for whom such party may beresponsible, including any other tenants or occupants of the remainder of theBuilding in which the Premises are located; provided, however, that this releaseshall be applicable and in force and effect only to the extent that such releaseshall be lawful at that time and in any event only with respect to loss ordamage occurring during such time as the releasor’s policies shall contain aclause or endorsement to the effect that any such release shall not adverselyaffect or impair said policies or prejudice the right of the releasor tocoverage thereunder and then only to the extent of the insurance proceedspayable under such policies. Each of Landlord and Tenant agrees that it willrequest its insurance carriers to include in its policies such a clause orendorsement. If extra cost shall be charged therefor, each party shall advisethe other thereof and of the amount of the extra cost, and the other party, atits election, may pay the same, but shall not be obligated to do so, except forlatent defects of which Tenant notifies Landlord within two (2) years after theCommencement Date, which latent defects shall be Landlord’s responsibility. Ifsuch other party fails to pay such extra cost, the release provisions of thisParagraph shall be inoperative against such other party to the extent necessaryto avoid invalidation of such releasor’s insurance. 12. SERVICE, UTILITIES, AND PARKING. (a) Landlord shall maintain the public and common areas of the Property,and the roof, exterior walls (excluding plate glass and doors) and foundation ofthe Building, in reasonably good order and condition except for damageoccasioned by the act of Tenant, which damage shall be repaired by Landlord atTenant’s expense. Landlord shall be responsible for maintaining the heating,ventilating and air conditioning equipment and system serving the Premises, butTenant shall be responsible for all capital replacements for the heating,ventilating and air conditioning equipment and system serving the Premises.Tenant shall be responsible for all other maintenance, repair and replacementwith respect to the Premises, including, without limitation, maintenance, repairand replacement of the mechanical, plumbing, and electrical equipment andsystems within or upon the Premises, and Landlord shall have no responsibilitytherefor. Landlord agrees to use reasonable efforts to maintain and enforce anyand all applicable warranties with respect to the Building or any systems withinthe Building. (b) Landlord agrees to provide water, electricity and gas (when available)service connections into the Building in accordance with the plans andspecifications, if any, described in the Improvement Agreement. Tenant shall payfor the cost of bringing the utility services to the Premises from their pointof entry into the Building. Tenant shall also be responsible for the cost of anyupgrades in utility systems serving the Building or the Premises necessary forTenant’s use of the Premises or necessary for the Building as a result of Tenantusing electricity or any other resource in excess of the amount that would beusually furnished or supplied for use of the Premises for general office use.Tenant shall also pay for all gas, heat, light, power, water, sewer, telephone,sprinkler charges and other utilities and services used on or from the Premises,together with any taxes, penalties, surcharges or the like pertaining thereto,and any maintenance charges for utilities, and shall furnish all electric lightbulbs and tubes. Landlord agrees to furnish to the Premises water for lavatoryand drinking purposes, subject to the provisions of subparagraph 12(c) below.Landlord shall in no event be liable for any interruption or failure of utilityservices on the Premises. At all times during the Lease Term, Tenant shalloperate the heating, ventilating and air-conditioning systems serving thePremises so as to maintain temperatures consistent with full occupancy of thePremises and shall in no event permit temperatures within the Premises that willcreate humidity or other damage to or deterioration of the Premises or theBuilding. 9 (c) Tenant will not without the written consent of Landlord use anyapparatus or device in the Premises, which will in any way increase the amountof electricity, water or other resource usually furnished or supplied for use ofthe Premises as general office space. Landlord may condition such consent uponTenant, at Tenant’s expense, upgrading the system or systems used to supply suchresource. If Tenant in Landlord’s judgment shall require water or any otherresource in excess of that usually furnished or supplied by Landlord for use ofthe Premises as general office space (it being understood that such an excessmay result from the number of fixtures, apparatus and devices in use, the natureof such fixtures, apparatus and devices, the hours of use, or any combination ofsuch factors), Tenant shall first procure the consent of Landlord, whichLandlord may refuse, to the use thereof, and Landlord may cause a special meterto be installed in the Premises so as to measure the amount of excess water orother resource consumed for any such other use. The cost of any such meters andof installation, maintenance, and repair thereof shall be paid for by Tenant,and Tenant agrees to pay Landlord promptly upon demand by Landlord for all suchexcess water or other resource consumed, as shown by said meters, at the ratescharged by the local public utility furnishing the same, plus any additionalexpense incurred in keeping account of the water or other resource so consumed.Landlord shall not be in default hereunder or be liable for any damages directlyor indirectly resulting from, nor shall the rental herein reserved be abated byreason of (i) the installation, use or interruption of use of any equipment inconnection with the furnishing of any of the foregoing utilities and services,(ii) failure to furnish or delay in furnishing any such utilities or serviceswhen such failure or delay is caused by acts of God or the elements, labordisturbances of any character, any other accidents or other conditions beyondthe reasonable control of Landlord, or by the making of repairs or improvementsto the Premises or to the Building, (iii) the limitation, curtailment, rationingor restriction on use of water or electricity, gas or any other form of energyor any other service utility whatsoever serving the Premises or the Building.Furthermore, Landlord shall be entitled to cooperate voluntarily in a reasonablemanner with the efforts of national, state or local governmental agencies orutilities suppliers in reducing energy or other resources consumption. Landlordhereby consents to the use by Tenant in the Premises of equipment or devicesrelating to the permitted use of Tenant set forth in paragraph 4(a) of thisLease, provided that Tenant otherwise complies with this Lease, including thisparagraph 12(c), and pays all excess costs relating to such use and equipment. (d) Any sums payable under this Paragraph 12 shall be considered additionalrent and may be added to any installment of rent thereafter becoming due, andLandlord shall have the same remedies for a default in payment of such sums asfor a default in the payment of rent. (e) All janitorial services provided by Tenant must be by a janitorialcontractor at all times satisfactory to Landlord. Any such services provided byTenant shall be at Tenant’s sole risk and responsibility. (f) Landlord shall provide to Tenant and Tenant’s employees, agents andbusiness invitees the non-exclusive license and right to use at least five (5)parking spaces per one thousand (1,000) square feet of rentable area occupied byTenant, such spaces to be within the surface parking areas now or hereafterlocated on the Property. Landlord reserves the right to designate certain of theparking spaces located upon the Property as “Reserved” and to otherwise limitparking in or restrict access to portions of said parking areas in Landlord’sdiscretion; provided, however, that Tenant shall continue to have access to atleast five (5) parking spaces per 1,000 square feet of rentable area occupied byTenant, all of such rights of Tenant to be subject to any rules and regulationspertaining thereto as may be adopted by Landlord from time to time. 13. ESTOPPEL CERTIFICATE. Within seven (7) days following the Commencement Date or any writtenrequest which Landlord may make from time to time, Tenant shall execute anddeliver to Landlord a certificate substantially in the form attached hereto asEXHIBIT “C” and made a part hereof, indicating thereon any exceptions theretowhich may exist at that time. Failure of Tenant to execute and deliver suchcertificate shall at Landlord’s option constitute a default hereunder orconstitute an acceptance of the Premises and acknowledgment by Tenant that thestatements included in EXHIBIT “C” are true and correct without exception.Landlord and Tenant intend and agree that any statement delivered pursuant tothis paragraph may be relied upon by Landlord or by any mortgagee, beneficiary,purchaser or prospective purchaser of the Building or any interest therein oranyone to whom Landlord may provide said certificate. 14. HOLDING OVER. Tenant will, at the termination of this Lease by lapse of time orotherwise, yield up immediate possession to Landlord. If Tenant retainspossession of the Premises or any part thereof after such termination, thenLandlord may, at its option, serve written notice upon Tenant that such holdingover constitutes any one of (i) creation of a month to month tenancy, upon theterms and conditions set forth in this Lease, or (ii) creation of a tenancy ofsufferance, in any case upon the terms and conditions set forth in this Lease;provided, however, that the monthly rental (or daily rental under (ii)) shall,in addition to all other sums which are to be paid by Tenant hereunder, whetheror not as additional rent, be equal to one hundred fifty percent (150%) of therental being paid monthly to Landlord under this Lease immediately prior to suchtermination (prorated in the case of (ii) on the basis of a 365 day year foreach day Tenant remains in possession). If no such notice is served, then atenancy at sufferance shall be deemed to be created at the rent in the precedingsentence. Tenant shall also pay to Landlord all damages sustained by Landlordresulting 10from retention of possession by Tenant, including the loss of any proposedsubsequent tenant for any portion of the Premises. The provisions of thisparagraph shall not constitute a consent by Landlord for Tenant to hold over ora waiver by Landlord of any right of reentry as herein set forth; nor shallreceipt of any rent or any other act in apparent affirmance of the tenancyoperate as a waiver of the right to terminate this Lease for a breach of any ofthe terms, covenants, or obligations herein on Tenant’s part to be performed. 15. SUBORDINATION. Without the necessity of any additional document being executed by Tenantfor the purpose of effecting a subordination, this Lease shall be subject andsubordinate at all times to: (a) all ground leases or underlying leases whichmay now exist or hereafter be executed affecting the Building, the land uponwhich the Building or any common areas are situated, and (b) the lien orinterest of any mortgage which may now exist or hereafter be executed in anyamount for which said Building, land, ground leases or underlying leases, orLandlord’s interest or estate in any of said items is specified as security.Notwithstanding the foregoing, Landlord shall have the right to subordinate orcause to be subordinated any such ground leases or underlying leases or any suchliens or interests of mortgages to this Lease. In the event that any groundlease or underlying lease terminates for any reason or any mortgage isforeclosed or a conveyance in lieu of foreclosure is made for any reason, Tenantshall, notwithstanding any subordination, attorn to and become the Tenant of thesuccessor in interest to Landlord at the option of such successor in interest.Tenant agrees to execute such subordination and attornment agreements as theholder of any mortgage on the Building may reasonably require. Attached heretoas EXHIBIT “F” and incorporated herein is a form of subordination andnon-disturbance agreement, which form Tenant agrees is reasonable and agrees toenter into. Tenant covenants and agrees to execute and deliver, upon demand byLandlord and in the form requested by Landlord, any additional documentsevidencing the priority or subordination of this Lease with respect to any suchground leases or underlying leases or the lien of any such mortgage. 16. RE-ENTRY BY LANDLORD. Landlord reserves and shall at all times have the right to re-enter thePremises to inspect the same, to supply any service to be provided by Landlordto Tenant hereunder, to show said Premises to prospective purchasers, mortgageesor tenants, to post notices of nonresponsibility, and to alter, improve, orrepair the Premises and any portion of the Building of which the Premises are apart or to which access is conveniently made through the Premises, withoutabatement of rent, and may for that purpose erect, use, and maintainscaffolding, pipes, conduits, and other necessary structures in and through thePremises where reasonably required by the character of the work to be performed,provided that entrance to the Premises shall not be blocked thereby, and furtherprovided that the business of Tenant shall not be interfered with unreasonably.Tenant hereby waives any claim for damages for any injury or inconvenience to orinterference with Tenant’s business, any loss of occupancy or quiet enjoyment ofthe Premises, and any other loss occasioned thereby. For each of the aforesaidpurposes, Landlord shall at all times have and retain a key with which to unlockall of the doors, in, upon, and about the Premises, and Landlord shall have theright to use any and all means which Landlord may deem necessary or proper toopen said doors in an emergency, in order to obtain entry to any portion of thePremises, and any entry to the Premises, or portions thereof obtained byLandlord by any of said means, or otherwise, shall not under any circumstancesbe construed or deemed to be a forcible or unlawful entry into, or a detainerof, the Premises, or an eviction, actual or constructive, of Tenant from thePremises or any portions thereof. Landlord shall also have the right at anytime, without the same constituting an actual or constructive eviction andwithout incurring any liability to Tenant therefor, to change the arrangementand/or location of entrances or passage ways, doors and doorways, and corridors,elevators, stairs, toilets, or other public parts of the Building and to changethe name, number or designation by which the Building is commonly known. 17. INSOLVENCY OR BANKRUPTCY. The appointment of a receiver to take possession of all or substantiallyall of the assets of Tenant, or an assignment of Tenant for the benefit ofcreditors, or any action taken or suffered by Tenant under any insolvency,bankruptcy, or reorganization act, shall at Landlord’s option constitute abreach of this Lease by Tenant. Upon the happening of any such event or at anytime thereafter, this Lease shall terminate five (5) days after written noticeof termination from Landlord to Tenant. In no event shall this Lease be assignedor assignable by operation of law or by voluntary or involuntary bankruptcyproceedings or otherwise and in no event shall this Lease or any rights orprivileges hereunder be an asset of Tenant under any bankruptcy, insolvency, orreorganization proceedings. 18. DEFAULT AND REMEDIES. The following events shall be deemed to be events of default by Tenantunder this Lease: (a) Tenant shall fail to pay when or before due any sum of money becomingdue to be paid to Landlord hereunder, whether such sum be any installment of therent herein reserved, any other amount treated as additional rent hereunder, orany other payment or reimbursement to Landlord required herein, whether or nottreated as additional rent hereunder, and such failure shall continue for aperiod often (10) days after receipt of written notice of non-payment fromLandlord; provided, however, notwithstanding the foregoing, Landlord shall notbe required to give such notice to Tenant more than two (2) times in anycalendar year with respect to Tenant’s obligation to make any monetary paymentunder this Lease, and after 11Landlord shall have given two (2) such notices in any given calendar year,Tenant shall not be entitled to any notice or cure period for any subsequentdefault within with such calendar year; or (b) Tenant shall fail to comply with any term, provision or covenant ofthis Lease other than by failing to pay when or before due any sum of moneybecoming due to be paid to Landlord hereunder, and such failure shall continuefor a period of thirty (30) days after written notice thereof is given to Tenant(provided, if the default is of a nature that cannot be cured within thirty (30)days, no default shall occur if Tenant commences the cure within such thirty(30) day period and thereafter diligently and continuously pursues the same toconclusion within not more than ninety (90) days); or (c) Tenant shall abandon or vacate any substantial portion of the Premisesduring the initial eighteen (18) months of the Lease Term; or (d) Tenant shall create or allow to be created in or about the demisedPremises any condition or circumstance constituting a hazard to people orproperty, a nuisance, a trespass, or other condition offensive to Landlord orothers, whether or not such condition or circumstance rises to the level of acivil or criminal law violation or action; or (e) Tenant shall fail to vacate the Premises immediately upon terminationof this Lease, by lapse of time or otherwise, or upon termination of Tenant’sright to possession only; (f) If, in spite of the provisions hereof, the interest of Tenant shall belevied upon under execution or be attached by process of law or Tenant shallfail to contest diligently the validity of any lien or claimed lien and givesufficient security to Landlord to insure payment thereof or shall fail tosatisfy any judgment rendered thereon and have the same released, and suchdefault shall continue for ten (10) days after written notice thereof to Tenant;or (g) Tenant shall assign, sublet or transfer its interest hereunder inviolation of this Agreement. Upon the occurrence of any such events of default described in thisparagraph or elsewhere in this Lease, Landlord shall have the option to pursueany one or more of the following remedies without any notice or demandwhatsoever: (i) Landlord may, at its election, terminate this Lease or terminateTenant’s right to possession only, without terminating the Lease. (ii) Upon any termination of this Lease, whether by lapse of time orotherwise, or upon any termination of Tenant’s right to possession withouttermination of the Lease, Tenant shall surrender possession and vacate thePremises immediately, and deliver possession thereof to Landlord, and Tenanthereby grants to Landlord full and free license to enter into and upon thePremises in such event with or without process of law and to repossess thePremises and to expel or remove Tenant and any others who may be occupying orwithin the Premises and to remove any and all property therefrom, without beingdeemed in any manner guilty of trespass, eviction or forcible entry or detainer,and without incurring any liability for any damage resulting therefrom; Tenanthereby waiving any right to claim damage for such reentry and expulsion, andwithout relinquishing Landlord’s right to rent or any other right given toLandlord hereunder or by operation of law. (iii) Upon termination of this Lease, whether by lapse of time, by orin connection with a dispossessory proceeding or otherwise, Landlord shall beentitled to recover as Landlord’s actual accrued damages, all rent, includingany amount treated as additional rent hereunder, and other sums due and payableby Tenant on the date of termination, plus, as Landlord’s liquidated damages forthe balance of the stated term hereof and not as a forfeiture or penalty, thesum of: (a) an amount equal to the then present value of the rent, including anyamounts treated as additional rent hereunder, and other sums provided herein tobe paid by Tenant for the residue of the stated term hereof, less the fairrental value of the Premises for such residue (taking into account the time andexpenses necessary to obtain a replacement tenant or tenants, including expenseshereinafter described in subparagraph (iv)(B) relating to recovery of thePremises, preparation for reletting and for reletting itself), and (b) the costof performing any other covenants which would have otherwise been performed byTenant. (iv) (A) Upon termination of Tenant’s right to possession of thedemised Premises, regardless of whether such termination occurs as a result of adispossessory proceeding, distraint proceeding, exercise of right oftermination, re-entry, lease expiration or otherwise, Tenant shall remain liablefor payment of all rent thereafter accruing and for performance of allobligations thereafter performable under this Lease. Landlord may, at Landlord’soption, enter the Premises, remove Tenant’s signs and other evidences oftenancy, and take and hold possession thereof as provided in subparagraph(g)(ii) above, without such entry and possession releasing Tenant from anyobligation, including Tenant’s obligation to pay rent, including any amountstreated as additional rent, hereunder for the full term of the Lease. (B) Landlord may, but need not, relet the Premises or any partthereof for such rent and upon such terms as Landlord in its sole discretionshall determine (including the right to relet the Premises for a greater orlesser term than that remaining under this Lease, the right to relet thePremises as a part of a larger area, and the right to change the character anduse made of the Premises) and Landlord 12shall not be required to accept any tenant offered by Tenant or to observe anyinstructions given by Tenant about such reletting. In any such case, Landlordmay make repairs, alterations and additions in or to the Premises, andredecorate the same to the extent Landlord deems necessary or desirable, andTenant shall, upon demand, pay the cost thereof, together with Landlord’sexpenses for reletting, including, without limitation, any broker’s commissionincurred by Landlord. If the consideration collected by Landlord upon any suchreletting plus any sums previously collected from Tenant are not sufficient topay the full amount of all rent, including any amounts treated as additionalrent hereunder and other sums reserved in this Lease for the remaining termhereof, together with the costs of repairs, alterations, additions,redecorating, and Lessor’s expenses of reletting and the collection of the rentaccruing therefrom (including attorneys’ fees and broker’s commissions), Tenantshall pay to Landlord, as Landlord’s liquidated damages and not as a forfeitureor penalty, the amount of such deficiency upon demand and Tenant agrees thatLandlord may file suit to recover any sums falling due under this section fromtime to time. (C) Without any showing of need, or the presence of any statutoryor common law grounds, all of which are expressly waived, Landlord may have areceiver appointed to take possession of the Premises and relet same inaccordance with this Section 18(g)(iv). (v) Landlord may, at Landlord’s option, enter into and upon thePremises, with or without process of law, if Landlord determines in its solediscretion that Tenant is not acting within a commercially reasonable time tomaintain, repair or replace anything for which Tenant is responsible hereunder,and correct the same, without being deemed in any manner guilty of trespass,eviction or forcible entry and detainer and without incurring any liability forany damage resulting therefrom, and Tenant agrees to reimburse Landlord, ondemand, as additional rent, for any expenses which Landlord may incur in thuseffecting compliance with Tenant’s obligations under this Lease. (vi) Any and all property which may be removed from the Premises byLandlord pursuant to the authority of the Lease or of law, to which Tenant is ormay be entitled, may be handled, removed and stored, as the case may be, by orat the direction of Landlord at the risk, cost and expense of Tenant, andLandlord shall in no event be responsible for the value, preservation orsafekeeping thereof. Tenant shall pay to Landlord, upon demand, any and allexpenses incurred in such removal and all storage charges against such propertyso long as the same shall be in Landlord’s possession or under Landlord’scontrol. Any such property of Tenant not retaken by Tenant from storage withinthirty (30) days after removal from the Premises shall, at Landlord’s option, bedeemed conveyed by Tenant to Landlord under this Lease as by a bill of salewithout further payment or credit by Landlord to Tenant. Pursuit of any of the foregoing remedies shall not precludepursuit of any of the other remedies herein provided or any other remediesprovided by law or available in equity (all such remedies being cumulative), norshall pursuit of any remedy herein provided constitute a forfeiture or waiver ofany rent due to Landlord hereunder or of any damages accruing to Landlord byreason of the violation of any of the terms, provisions and covenants hereincontained. No act or thing done by Landlord or its agents during the term herebygranted shall be deemed a termination of this Lease or an acceptance of thesurrender of the Premises, and no agreement to terminate this Lease or accept asurrender of said Premises shall be valid unless in writing signed by Landlord.No waiver by Landlord of any violation or breach of any of the terms, provisionsand covenants herein contained shall be deemed or construed to constitute awaiver of any other violation or breach of any of the terms, provisions andcovenants herein contained. Landlord’s acceptance of the payment of rental orother payments hereunder after the occurrence of an event of default shall notbe construed as a waiver of such default, unless Landlord so notifies Tenant inwriting. Forbearance by Landlord in enforcing one or more of the remedies hereinprovided upon an event of default shall not be deemed or construed to constitutea waiver of such default or of Landlord’s right to enforce any such remedieswith respect to such default or any subsequent default. If Landlord commencesany proceedings for non-payment of rent or other amounts due hereunder, Tenantwill not interpose any counterclaim of any nature or description in suchproceedings. Such agreement by Tenant shall not, however, be construed as awaiver of Tenant’s right to assert such claims in a separate action brought byTenant. The covenants to pay rent and other amounts hereunder are separate andindependent covenants, and Tenant shall have no right to hold back, offset, orfail to pay any such amounts for default by Landlord or for any other reasonwhatsoever. Without limiting the foregoing, to the extent permitted by law,Tenant hereby: (x) appoints and designates the Premises as a proper place forservice of process upon Tenant, and agrees that service of process upon anyperson apparently employed by Tenant upon the Premises or leaving process in aconspicuous place within the Premises shall constitute personal service of suchprocess upon Tenant (provided, however, Landlord does not hereby waive the rightto serve Tenant with process by any other lawful means); and (y) expresslywaives the service of any notice under any existing or future law of the Stateof Florida applicable to landlords and tenants. LANDLORD AND TENANT HEREBYKNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT WHICH EITHER MAY HAVETO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUTOF, UNDER, OR IN CONNECTION WITH THIS LEASE OR ANY DOCUMENT TO BE EXECUTED INCONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER LANDLORD OR TENANT. THISPROVISION IS A MATERIAL INDUCEMENT FOR LANDLORD TO ENTER INTO THIS LEASE. 13 19. DAMAGE BY FIRE, ETC. (a) If the Building, improvements, or Premises are rendered partially orwholly untenantable by fire or other casualty, and if such damage cannot, inLandlord’s reasonable estimation, be materially restored within ninety (90) daysof such damage, then Landlord may, at its sole option, terminate this Lease asof the date of such fire or casualty. Landlord shall exercise its optionprovided herein by written notice to Tenant within sixty (60) days of such fireor other casualty. For purposes hereof, the Building, improvements, or Premisesshall be deemed “materially restored” if they are in such condition as would notprevent or materially interfere with Tenant’s use of the Premises for thepurpose for which it was then being used. (b) If this Lease is not terminated pursuant to Paragraph 19(a), then tothe extent of available insurance proceeds, Landlord shall proceed with all duediligence to repair and restore the Building, improvements or Premises, as thecase may be (except that Landlord may elect not to rebuild if such damage occursduring the last year of the term of this Lease exclusive of any option which isunexercised at the date of such damage). (c) If this Lease shall be terminated pursuant to this Paragraph 19, theterm of this Lease shall end on the date of such damage as if that date had beenoriginally fixed in this Lease for the expiration of the term hereof. If thisLease shall not be terminated by Landlord pursuant to this Paragraph 19 and ifthe Premises is untenantable in whole or in part following such damage, the rentpayable during the period in which the Premises is untenantable shall be reducedto such extent, if any, as may be fair and reasonable under all of thecircumstances. In no event shall Landlord be required to rebuild, repair or replaceany part of the partitions, fixtures, additions, or other improvements which mayhave been placed in or about the Premises by Tenant. Any insurance which may becarried by Landlord or Tenant against loss or damage to the Building or Premisesshall be for the sole benefit of the party carrying such insurance and under itssole control. (d) Notwithstanding anything herein to the contrary, in the event theholder of any indebtedness secured by a mortgage covering the Premises, Buildingor Property, or the ground lessor of the Property, requires that any insuranceproceeds be paid to it, then Landlord shall have the right to terminate thisLease by delivering written notice of termination to Tenant within fifteen (15)days after such requirement is made by any such person, whereupon the Leaseshall end on the date of such damage as if the date of such damage were the dateoriginally fixed in this Lease for the expiration of the term. (e) In the event of any damage or destruction to the Building or thePremises by any peril covered by the provisions of this Paragraph 19, Tenantshall, upon notice from Landlord, remove forthwith, at its sole cost andexpense, such portion or all of the property belonging to Tenant or itslicensees from such portion or all of the Building or the Premises as Landlordshall request and Tenant hereby indemnifies, defends and holds Landlord harmlessfrom any loss, liability, costs, and expenses, including attorneys’ fees,arising out of any claim of damage or injury as a result of such removal and anyalleged failure to properly secure the Premises prior to such removal. 20. CONDEMNATION. (a) If any substantial part of the Premises should be taken for any publicor quasi-public use under governmental law, ordinance or regulation, or by rightof eminent domain, or by private purchase in lieu thereof, and the taking wouldprevent or materially interfere with the use of the Premises for the purpose forwhich it is then being used, this Lease shall terminate effective when thephysical taking shall occur in the same manner as if the date of such takingwere the date originally fixed in this Lease for the expiration of the termhereof. As used herein, “substantial part” shall mean more than twenty percent(20%). (b) If part of the Premises shall be taken for any public or quasi-publicuse under any governmental law, ordinance or regulation, or by right of eminentdomain, or by private purchase in lieu thereof, and this Lease is not terminatedas provided in the subparagraph above, this Lease shall not terminate but therent payable hereunder during the unexpired portion of this Lease shall bereduced to such extent, if any, as may be fair and reasonable under all of thecircumstances and Landlord, to the extent of available condemnation awards,shall undertake to restore the Premises to a condition suitable for Tenant’suse, as near to the condition thereof immediately prior to such taking as isreasonably feasible under all circumstances. (c) Tenant shall not share in any condemnation award or payment in lieuthereof or in any award for damages resulting from any grade change of adjacentstreets, the same being hereby assigned to Landlord by Tenant; provided,however, that Tenant may separately claim and receive from the condemningauthority, if legally payable, compensation for Tenant’s removal and relocationcosts and for Tenant’s loss of business and/or business interruption. (d) Notwithstanding anything to the contrary contained in this paragraph,if the temporary use or occupancy of any part of the Premises shall be taken orappropriated under power of eminent domain during the term of this Lease, thisLease shall be and remain unaffected by such taking or appropriation and 14Tenant shall continue to pay in full all rent payable hereunder by Tenant duringthe term of this Lease; in the event of any such temporary appropriation ortaking, Tenant shall be entitled to receive that portion of any award whichrepresents compensation for the use of or occupancy of the Premises during theterm of this Lease, and Landlord shall be entitled to receive that portion ofany award which represents the cost of restoration of the Premises and the useand occupancy of the Premises after the end of the term of this Lease. 21. SALE BY LANDLORD. In the event of a sale or conveyance by Landlord of the Building, the sameshall operate to release Landlord from any future liability upon any of thecovenants or conditions, express or implied, herein contained in favor ofTenant, and in such event Tenant agrees to look solely to the responsibility ofthe successor in interest of Landlord in and to this Lease. Tenant agrees toattorn to the purchaser or assignee in any such sale. 22. RIGHT OF LANDLORD TO PERFORM. All covenants and agreements to be performed by Tenant under any of theterms of this Lease shall be performed by Tenant at Tenant’s sole cost andexpense and without any abatement of rent. If Tenant shall fail to perform anyacts, covenants or agreements to be performed by Tenant under any of the termsof this Lease or to pay any sum of money, other than rent, required to be paidby it hereunder, and such failure shall continue for ten (10) days after noticethereof by Landlord, Landlord may, but shall not be obligated so to do, andwithout waiving or releasing Tenant from any obligations of Tenant, make anysuch payment or perform any such act, covenant or agreement on Tenant’s part tobe made or performed as in this Lease provided. All sums so paid by Landlord orcosts related to Landlord’s performance of such acts, covenants or agreementsand all necessary incidental costs, together with interest thereon at the AgreedInterest Rate as defined in Paragraph 8 hereof from the date of such payment byLandlord, shall be payable as additional rent to Landlord on demand, and Tenantcovenants to pay any such sums, and Landlord shall have, in addition to anyother right or remedy of the Landlord, the same rights and remedies in the eventof nonpayment thereof by Tenant as in the case of default by Tenant in thepayment of the rent. 23. SURRENDER OF PREMISES. (a) At the end of the term or any renewal thereof or other soonertermination of this Lease, the Tenant will peaceably deliver up to the Landlordpossession of the Premises, together with all improvements, alterations oradditions upon or belonging to the same, by whomsoever made, in the samecondition as received, or first installed, ordinary wear and tear, damage byfire, earthquake, act of God, or the elements alone excepted. Tenant shall, uponthe termination of this Lease, remove all movable furniture and equipmentbelonging to Tenant, at Tenant’s sole cost, title to which shall be in name ofTenant until such termination, repairing any damage caused by such removal.Property not so removed shall be deemed abandoned by the Tenant, and title tothe same shall thereupon pass to Landlord. Unless otherwise agreed to in writingby Landlord, Tenant shall remove, at Tenant’s sole cost, any or all permanentimprovements or additions to the Premises installed by or at the expense ofTenant and all movable furniture and equipment belonging to Tenant which may beleft by Tenant and repair any damage resulting from such removal. (b) The voluntary or other surrender of this lease by Tenant, or a mutualcancellation thereof, shall not work a merger, and shall, at the option of theLandlord, terminate all or any existing subleases or subtenancies, or may, atthe option of Landlord, operate as an assignment to it of any or all suchsubleases or subtenancies. 24. WAIVER. If either Landlord or Tenant waives the performance of any term, covenantor condition contained in this Lease, such waiver shall not be deemed to be awaiver of any subsequent breach of the same or any other term, covenant orcondition contained herein. Furthermore, the acceptance of rent by Landlordshall not constitute a waiver of any preceding breach by Tenant of any term,covenant or condition of this Lease, regardless of Landlord’s knowledge of suchpreceding breach at the time Landlord accepted such rent. Failure by Landlord toenforce any of the terms, covenants or conditions of this Lease for any lengthof time shall not be deemed to waive or to decrease the right of Landlord toinsist thereafter upon strict performance by Tenant. Waiver by Landlord of anyterm, covenant or condition contained in this Lease may only be made by awritten document signed by Landlord. 25. NOTICES. Whenever any notice, demand or request is required or permitted hereunder,such notice, demand or request shall be hand-delivered in person, by reputablecourier service or sent by United States Mail, registered, postage prepaid, tothe addresses set forth below: 15IF TO LANDLORD: SV Central Florida Phase II Limited Partnership c/o Simmons, Vedder & Co. 210 Barton Springs Road Suite 500 Austin, Texas 78704-1251 Attention: Mr. David N. Arnow Telephone: 512-499-0088 Fax: 512-499-0089WITH A COPY TO: Lincoln Property Company of Florida, Inc. 255 S. Orange Avenue Suite 905 Orlando, Florida 32801 Attention: Allison Deal Telephone: 407-872-3500 Fax: 407-425-2309IF TO TENANT: Optium, Inc. 2721 Discovery Drive Suite 500 Orlando, Florida 32826 Attention: Patrick LiKam Wa Fax: ________________________ Any notice, demand or request which shall be served upon either of theparties in the manner aforesaid shall be deemed sufficiently given for allpurposes hereunder (i) at the time such notices, demands or requests arehand-delivered in person or (ii) on the third day after the mailing of suchnotices, demands or requests in accordance with the preceding portion of thisparagraph. Either Landlord or Tenant shall have the right from time to time todesignate by written notice to the other party such other places in the UnitedStates as Landlord or Tenant may desire written notice to be delivered or sentin accordance herewith; provided, however, at no time shall either party berequired to send more than an original and two copies of any such notice, demandor request required or permitted hereunder. 26. CERTAIN RIGHTS RESERVED TO THE LANDLORD. Landlord reserves and may exercise the following rights without affectingTenant’s obligations hereunder: (a) To change the name of the Building; (b) To designate all sources furnishing sign painting and lettering, lampsand bulbs used in the Premises; (c) To retain at all times pass keys to the Premises; (d) To grant to anyone the exclusive right to conduct any particularbusiness or undertaking in the Building; (e) To take any and all measures, including inspections, repairs,alterations, decorations, additions and improvements to the Premises or theBuilding, and identification and admittance procedures for access to theBuilding as may be necessary or desirable for the safety, protection,preservation or security of the Premises or the Building or Landlord’s interest,or as may be necessary or desirable in the operation of the Building.Landlord may enter upon the Premises and may exercise any or all of theforegoing rights hereby reserved without being deemed guilty of an eviction ordisturbance of Tenant’s use or possession and without being liable in any mannerto Tenant and without abatement of rent or affecting any of Tenant’s obligationshereunder. 27. ABANDONMENT. Tenant shall not vacate or abandon the Premises at any time during theinitial eighteen (18) months of the Lease Term, and if Tenant shall so abandon,vacate, or surrender said Premises or be dispossessed by process of law, orotherwise, any personal property belonging to Tenant and left on the Premisesshall, at the option of Landlord, be deemed to be abandoned and title theretoshall thereupon pass to Landlord. 28. SUCCESSORS AND ASSIGNS. Subject to the provisions of Paragraph 9 hereof, the terms, covenants, andconditions contained herein shall be binding upon and inure to the benefit ofthe heirs, successors, executors, administrators and assigns of the partieshereto. 16 29. ATTORNEY’S FEES. In the event that any action or proceeding is brought to enforce orconstrue any term, covenant or condition of this Lease on the part of Landlordor Tenant, including, without limitation, any participation in any bankruptcy,arbitration or mediation process, the prevailing party in such litigation shallbe entitled to reasonable attorneys’ fees to be fixed by the Court in suchaction or proceeding, including, without limitation, attorneys’ fees at both thetrial and appellate levels. 30. AUTHORITY. If Tenant signs as a corporation, partnership or limited liability company,each of the persons executing this Lease on behalf of Tenant does herebycovenant and warrant that Tenant is a duly authorized and existing entity, thatTenant has and is qualified to do business in Florida, that Tenant has fullright and authority to enter into this Lease, and that each of the personssigning on behalf of Tenant were authorized to do so. Upon Landlord’s request,Tenant shall provide Landlord with evidence reasonably satisfactory to Landlordconfirming the foregoing covenants and warranties. 31. MORTGAGE APPROVALS. Any provisions of this Lease requiring the approval or consent of Landlordshall not be deemed to have been unreasonably withheld if any mortgagee of thePremises, Building or Property or any portion thereof shall refuse or withholdits approval or consent thereto. Any requirement of Landlord pursuant to thisLease which is imposed pursuant to the direction of any such mortgagee shall bedeemed to have been reasonably imposed by Landlord if made in good faith. 32. MISCELLANEOUS. (a) The paragraph headings herein are for convenience of reference andshall in no way define, increase, limit, or describe the scope or intent of anyprovision of this Lease. The term “Landlord” as used in this Lease shall includethe Landlord, its successors and assigns. In any case where this Lease is signedby more than one person, the obligations hereunder shall be joint and several.The term “Tenant” or any pronoun used in place thereof shall indicate andinclude the masculine or feminine, the singular or plural number, individuals,firms or corporations, and their and each of their respective successors,executors, administrators, and permitted assigns, according to the contexthereof. (b) Time is of the essence of this Lease and all of its provisions. ThisLease shall in all respects be governed by the laws of the State of Florida.This Lease, together with its exhibits, contains all the agreements of theparties hereto and supersedes any previous negotiations. There have been norepresentations made by the Landlord or understandings made between the partiesother than those set forth in this Lease and its exhibits. This Lease may not bemodified except by a written instrument by the parties hereto. (c) If for any reason whatsoever any of the provisions hereof shall beunenforceable or ineffective, all of the other provisions shall be and remain infull force and effect. (d) All obligations of Tenant hereunder not fully performed as of theexpiration or earlier termination of the term at this Lease shall survive theexpiration or earlier termination of the term hereof. (e) If any clause, phrase, provision or portion of this Lease or theapplication thereof to any person or circumstance shall be invalid orunenforceable under applicable law, such event shall not affect, impair orrender invalid or unenforceable the remainder of this Lease or any other clause,phrase, provision or portion hereof, nor shall it affect the application of anyclause, phrase, provision or portion hereof to other persons or circumstances,and it is also the intention of the parties to this Lease that in lieu of eachsuch clause, phrase, provision or portion of this Lease that is invalid orunenforceable, there be added as a part of this Lease a clause, phrase,provision or portion as similar in terms to such invalid or unenforceableclause, phrase, provision or portion as may be possible and be valid andenforceable. (f) Whenever a period of time is herein prescribed for action to be takenby Landlord, the Landlord shall not be liable or responsible for, and thereshall be excluded from the computation for any such period of time, any delaysdue to causes of any kind whatsoever which are beyond the control of Landlord. (g) Notwithstanding any other provisions of this Lease to the contrary, ifthe Commencement Date hereof shall not have occurred before the twentieth (20th)anniversary of the date hereof, this Lease shall be null and void and neitherparty shall have any liability or obligation to the other hereunder. The purposeand intent of this provision is to avoid the application of the rule againstperpetuities to this Lease. (h) There shall be no merger of the leasehold estate created by this Leasewith the fee estate in the Premises by reason of the fact that the same personmay own or hold: (i) the leasehold estate created by this Lease or any interestin such leasehold estate and (ii) the fee estate in the Premises or any interestin such fee estate; and no such merger shall occur unless and until all persons,including any mortgagee, having any 17interest in: (A) the leasehold estate created by this Lease and (B) the feeestate in the Premises, shall join in a written instrument effecting suchmerger. (i) It is specifically understood and agreed that no person shall be athird party beneficiary hereunder, and that none of the provisions of this Leaseshall be for the benefit of or be enforceable by anyone other than the partieshereto, and that only the parties hereto and their permitted successors andassigns shall have any rights hereunder. (j) This Lease is intentionally prepared in unrecordable form and shall notbe recorded; although Landlord, at its sole option, shall have the right torecording a Memorandum of this Lease. 33. SECURITY INTEREST. In addition to any statutory lien for rent in Landlord’s favor, Landlordshall have and Tenant hereby grants to Landlord a continuing security interestfor all rentals and other sums of money becoming due hereunder from Tenant, uponall goods, wares, equipment, fixtures, furniture, inventory, accounts, contractrights, chattel paper and other personal property of Tenant situated on thePremises, and such property shall not be removed therefrom without the consentof Landlord until all arrearages in rent as well as any and all other sums ofmoney then due to Landlord hereunder shall first have been paid and discharged.At Tenant’s request, Landlord shall subordinate Landlord’s security interestgranted herein to the lien or security interest in any such property of anylender of Tenant. In the event of a default under this Lease, Landlord shallhave, in addition to any other remedies provided herein or by law, all rightsand remedies under the Uniform Commercial Code, including without limitation theright to sell the property described in this Paragraph 33 at public or privatesale upon providing the notice called for by the Uniform Commercial Code or ifnone is so supplied five (5) days notice to Tenant. Tenant hereby agrees thatthis Lease shall constitute a security agreement and further agrees to executesuch financing statements and other instruments necessary or desirable inLandlord’s discretion to perfect the security interest hereby created. Anystatutory lien for rent is not hereby waived, the express security interestherein granted being in addition and supplementary thereto. 34. QUIET ENJOYMENT. Landlord represents and warrants that it has full right and authority toenter into this Lease and that Tenant, while paying the rental and performingits other covenants and agreements herein set forth, shall peaceably and quietlyhave, hold and enjoy the Premises for the term hereof without hindrance ormolestation from Landlord or any other person or persons lawfully or equitablyclaiming by, through or under Landlord, subject to the terms and provisions ofthis Lease. Landlord shall not be liable for any interference, nuisance ordisturbance by other tenants or third persons, nor shall Tenant be released fromany of the obligations of this Lease because of such interference, nuisance ordisturbance. 35. LANDLORD’S LIABILITY. Any liability of Landlord under this Lease shall be enforceable only out ofthe interest of Landlord in the Building and in no event out of the separateassets of Landlord or any shareholder, partner or member of Landlord. 36. RIGHT TO RELOCATE. [Intentionally Omitted] 37. NO ESTATE. This contract shall create the relationship of Landlord and Tenant, and noestate shall pass out of Landlord. Tenant has only a usufruct, not subject tolevy and sale and not assignable by Tenant, except as provided for herein and incompliance herewith. 38. LEASE EFFECTIVE DATE. Submission of this instrument for examination or signature by Tenant doesnot constitute a reservation of or option for lease, and it is not effective asa lease or otherwise until execution and delivery by both Landlord and Tenant. 18 39. RULES AND REGULATIONS. (a) Tenant shall faithfully observe and comply with the rules andregulations set forth on EXHIBIT “D” attached hereto and made a part hereof, andall reasonable modifications thereof and additions thereto, from time to timeput into effect by Landlord. Landlord shall supply Tenant with any such changesor amendments to said rules. Landlord shall not be responsible for thenonperformance by any other tenant or occupant of the Building of any of saidrules and regulations. Tenant will be responsible for causing its employees,customers, subtenants, licensees, invitees, agents, concessionaires andcontractors to comply with all such rules and regulations. (b) Tenant acknowledges and agrees that Landlord may insist upon compliancewith and enforce the rules and regulations as well as any laws, statutes,ordinances or governmental rules or regulations as mentioned in Paragraph 5above, and may, pursuant to applicable criminal trespass law, prohibit anyperson including any of Tenant’s employees, agents, customers, licensees,guests, invitees, concessionaires, or contractors from entering or remainingupon all or any portion of the Building, including the Premises, or any otherbuilding or property within the Discovery Lake Complex, if Landlord determinesin its sole discretion that said person has not complied with any law,ordinance, rule or regulation or poses a threat to the safety, welfare or healthof any person or to the maintenance or orderliness of the administration of theBuilding. Tenant further agrees that it shall not interfere with or object toLandlord’s enforcement of any such laws, ordinances, rules and regulations. 40. RADON NOTIFICATION. The following notification is provided pursuant to the requirements of FS404.056: “RADON GAS: Radon is a naturally occurring radioactive gas that, whenit has accumulated in a building in sufficient quantities, may present healthrisks to persons who are exposed to it over time. Levels of radon that exceedfederal and state guidelines have been found in buildings in Florida. Additionalinformation regarding radon and radon testing may be obtained from your countypublic health unit. 41. GUARANTY. [Intentionally Omitted] 42. FINANCIAL STATEMENTS. Within ten (10) days following Landlord’s request therefor, Tenant shallprovide to Landlord and Landlord’s lender copies of (a) the most recent fiscalyear financial statements for Tenant and any guarantors of this Lease, asaudited by a certified public accountant, and (b) the most recent fiscal quarterfinancial statements for Tenant and any guarantors of this Lease, as certified,respectively, by Tenant and each such guarantor. The financial statements shallinclude, but not necessarily be limited to, a balance sheet, annual report,statements of income and retained earnings, and a statement of source and usesof funds. All such statements shall be prepared in accordance with the generallyaccepted accounting principles. 19 43. SPECIAL STIPULATIONS. Special Stipulations to this Lease are set forth on EXHIBIT “E” attachedhereto and made a part hereof. In the event of any conflict between anyprovision set forth in EXHIBIT “E” and any provision contained elsewhere in thisLease, the former in all events shall supersede, prevail and control. IN WITNESS WHEREOF, the parties hereto have executed this Lease the day andyear first above written. LANDLORD: SV CENTRAL FLORIDA PHASE II LIMITED PARTNERSHIP, a Texas limited partnership By: Simmons, Vedder & Co., a Texas corporation, general partner By: /s/ David Arnow ——————————– Name: David Arnow Title: Vice President TENANT: OPTIUM, INC., a Florida corporation By: /s/ Patrick LiKamWa ———————————— Name: PATRICK LIKAMWA Title: PRESIDENT Attest: ——————————– Name: ————————– Title: ————————- (CORPORATE SEAL) 20 EXHIBIT “A” [MAP] EXHIBIT “B” LEGAL DESCRIPTION OF PROPERTYThat certain parcel or tract of land lying, being and situate in Orange County,Florida, and being more particularly described as follows:Lot 1, Block 21, CENTRAL FLORIDA RESEARCH PARK SECTION – III, according to theplat thereof as recorded in Plat Book 19, pages 24,25,26,27 and 28, PublicRecords of Orange County, Florida. EXHIBIT “C” TENANT ESTOPPEL The undersigned (“Tenant”) hereby certifies that: 1. Tenant is the lessee of certain space (the “Premises”) in the officebuilding (the “Building”) located at _____ Discovery Drive, Suite _____,Orlando, Orange County, Florida, under a lease agreement dated ______, 20 ____(the “Lease”) entered into between Tenant and _______________________________,a ______________________, as lessor (“Lessor”). 2. The Lease is presently in full force and effect and Tenant is not indefault thereunder. To the knowledge of Tenant, and except as otherwise setforth on attached EXHIBIT “B”, there exist no facts that would constitute abasis for such default upon the lapse of time or the giving of notice or both. 3. The Lease, in the form of EXHIBIT “A” hereto, constitutes the entireagreement between the Lessor and Tenant and there have been no amendments,written or oral, to the lease except as included in EXHIBIT “A”. 4. To the knowledge of Tenant, and except as otherwise set forth onattached EXHIBIT “B”, all improvements or repairs required under the terms ofthe Lease to be made by Lessor through the date hereof have been satisfactorilycompleted. 5. Tenant has/has not (delete one) accepted the Premises and is/is not(delete one) paying rent under the Lease. 6. If the Term of Lease has commenced, the commencement date was__________, 20____, and will end on ____, 20____, subject to Tenant’s options torenew for _____successive periods of ____ years each. The monthly rental forLease Years ____ – ____ is ___________________________ Dollars ($_________). 7. To the best of Tenant’s knowledge, as of the date of this certificate,there exists no breach or default under the Lease, nor state of facts which,with notice, the passage of time, or both, would result in a breach or defaultunder the Lease on the part of Lessor. 8. As of the date of this certificate, to the knowledge of Tenant, thereexist no offsets, except as expressly described in EXHIBIT “A”, counterclaims ordefenses of Tenant under the Lease against Lessor, and there exist no eventsthat would constitute a basis for such offset, counterclaim or defense againstLessor upon the lapse of time or the giving of notice or both. 9. The amount of security deposit paid under the terms of the Lease is$__________. 10. There are no concessions, bonuses, free rental periods, rebates orother matters affecting the rental for Tenant under the Lease except asdescribed in EXHIBIT “A” hereto. 11. Tenant acknowledges that Lessor may assign its interest in the Lease toGuaranty Federal Bank, F.S.B., or its successors and assigns (“Lender”) andagrees, upon receipt of notice of such assignment from Lessor to attorn toLender and to perform all of Tenant’s obligations as Lessee under the Lease,including, without limitation, the payment of rent, directly to Lender or itsagent as the lessor under the Lease, from and after the date of such notice. 12. Tenant hereby acknowledges and agrees that each of the conditions setforth in Sections [insert appropriate sections with conditions precedent] of theLease have been either approved or waived by Tenant and that Tenant’stermination right set forth in Section [insert appropriate sections withtermination rights] of the Lease has expired and is no longer of any force oreffect. 13. Attached hereto as EXHIBIT “B” is a specific listing of anyqualifications to the matters represented in paragraphs (1) through (11) above. 14. Tenant has no option, right or first offer or right of first refusal tolease or occupy any other space within the property of which the Premises are apart except as expressly set forth in the Lease. 15. Tenant has no option or preferential right to purchase all or part ofthe Premises (or the real property of which the Premises are a part) nor anyright or interest with respect to the Premises other than as Tenant under theLease. 16. Tenant has no preferential right to parking spaces or any storage area. 17. In no event shall Tenant pay rent more than thirty (30) days inadvance. 18. There has not been filed by or against Tenant a petition in bankruptcy,voluntary or otherwise, any assignment for benefit of creditors, any petitionseeking reorganization or arrangement under the bankruptcy laws of the UnitedStates, or any state thereof, or any other action brought under said bankruptcylaws with respect to Tenant. 19. This certificate may be relied on by any party who now owns orhereafter acquires an interest in the Building and by any person or entity whichmay finance or re-finance the same. 20. All exhibits attached hereto are by this reference incorporated fullyherein. The terms “this certificate” shall be considered to include all suchexhibits. EXECUTED ________________, 20___. TENANT: ________________________________________ By: ————————————- Its: ———————————– (Exhibit “C” – Page 2) EXHIBIT “D” RULES AND REGULATIONS1. Sidewalks, walkways, passages, exits, and entrances shall not be obstructed by Tenants or used by them for any purpose other than for ingress and egress from their respective Premises. No Tenant, and no employees or invitees of any Tenant, shall go upon the roof of the Building, except as authorized by Landlord.2. No curtains, draperies, blinds, shutters, shades, screens or other coverings, awnings, hangings or decorations shall be attached to, hung or placed in, or used in connection with, any window or door on any Premises without the prior written consent of Landlord. No articles shall be placed or kept on the window sills so as to be visible from the exterior of the Building. No articles shall be placed against glass partitions or doors which might appear unsightly from outside Tenant’s Premises.3. Each Tenant shall see that all doors of its Premises are closed and securely locked and must observe strict care and caution that all water faucets, water apparatus, coffee makers and any other electrical appliances or equipment are entirely shut off before the Tenant or its employees leave such Premises, and that all utilities shall likewise be carefully shut off so as to prevent waste or damage, and for any default or carelessness the Tenant shall make good all injuries sustained by other Tenants or occupants of the Building or Landlord.4. No Tenant shall alter any lock or access device or install a new or additional lock or access device or any bolt on any door of its Premises without the prior written consent of Landlord. If Landlord shall give its consent, Tenant shall in each case furnish Landlord with a key for any such lock.5. No Tenant shall make or have made additional copies of any keys or access devices provided by Landlord. Each Tenant, upon the termination of the Tenancy, shall deliver to Landlord all the keys or access devices for the Building, offices, rooms and toilet rooms which shall have been furnished Tenant or which Tenant shall have had made. In the event of the loss of any keys or access devices so furnished by Landlord, Tenant shall pay Landlord therefor.6. No Tenant shall use or keep in its Premises or the Building any kerosene, gasoline or inflammable or combustible fluid or material other than limited quantities necessary for the operation or maintenance of office equipment. In the event flammable or combustible fluids or materials are permitted by Landlord in the Premises, these materials must be maintained and secured so as to comply with all laws, rules and regulations governing such materials, including but not limited to, all fire codes.7. No Tenant shall use, keep or permit to be used or kept in its Premises any foul or noxious gas or substance or permit or suffer such Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors and/or vibrations or interfere in any way with other Tenants or those having business therein, nor shall any animals or birds be brought or kept in or about any Premises or the Building.8. No cooking shall be done or permitted by any Tenant on its Premises without the consent of Landlord (except that use by the Tenant of Underwriters’ Laboratory approved microwave ovens and approved equipment for the preparation of coffee, tea, hot chocolate and similar beverages for Tenant and its employees shall be permitted, provided that such equipment and use is in accordance with applicable federal, state and city laws, codes, ordinances, rules and regulations), nor shall Premises be used for lodging.9. Except with the prior written consent of Landlord, no Tenant shall sell or permit the sale, at retail, of newspapers, magazines, periodicals, theater tickets or any other goods or merchandise in or on any Premises, nor shall Tenant carry on, or permit or allow any employee or other person to carry on, the business of stenography, typewriting or any similar business in or from any Premises for the service or accommodation of occupants of any other portion of the Building, nor shall the Premises of any Tenant be used for the storage of merchandise or for manufacturing of any kind, nor shall the Premises of any Tenant be used for any improper, immoral or objectionable purpose, or any business activity other than that specifically provided for in such Tenant’s lease.10. If Tenant requires telegraphic, telephonic, burglar alarm or similar services, it shall first obtain, and comply with, Landlord’s instructions in their installation. The location of burglar alarms, telephones, call boxes or other office equipment affixed to all Premises shall be subject to the written approval of Landlord.11. No Tenant shall install any radio or television antenna, loudspeaker or any other device on the exterior walls or the roof of the Building. Tenant shall not interfere with radio or television broadcasting or reception from or in the Building or elsewhere.12. Landlord shall have the right to prescribe the weight, size and position of all safes, furniture, files, bookcases or other heavy equipment brought into the Building. Safes or other heavy objects shall, if considered necessary by Landlord, stand on wood strips of such thickness as determined by Landlord to be necessary to properly distribute the weight thereof. Landlord will not be responsible for loss of or damage to any such safe, equipment or property from any cause, and all damage done to the Building by moving or maintaining any such safe, equipment or other property shall be repaired at the expense of Tenant.13. Business machines and mechanical equipment belonging to Tenant which cause noise or vibration that may be transmitted to the structure of the Building or to any space therein to such a degree as to be objectionable to Landlord or to any tenants in the Building shall be placed and maintained by Tenant, at Tenant’s expense, on vibration eliminators or other devices sufficient to eliminate noise or vibration. The persons employed to move such equipment in or out of the Building must be acceptable to Landlord.14. No Tenant shall place a load upon any floor of the Premises which exceeds the load per square foot which such floor was designed to carry and which is allowed by law. No Tenant shall mark, or drive nails, screws or drill into, the partitions, woodwork or plaster or in any way deface such Premises or any part thereof.15. Each Tenant shall store all its trash and garbage within the interior of its Premises. No materials shall be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in this area without violation of any law or ordinance governing such disposal. All trash, garbage and refuse disposal shall be made only through entryways designated for such purposes and at such times as Landlord may designate.16. Canvassing, soliciting, distributing of handbills or any other written material, and peddling in the Building are prohibited and each Tenant shall cooperate to prevent the same. No Tenant shall make room-to-room solicitation of business from other tenants in the Building.17. Landlord reserves the right to exclude or expel from the Building and the Property any person who, in Landlord’s judgment, is intoxicated or under the influence of alcohol or drugs or who is in violation of any of the rules and regulations of the Building.18. Without the prior written consent of Landlord, Tenant shall not use the name of the Building in connection with or in promoting or advertising the business of Tenant except as Tenant’s address.19. Tenant shall comply with all energy conservation, recycling and waste reduction, safety, fire protection and evacuation procedures and regulations established by Landlord or any governmental agency.20. Tenant assumes any and all responsibility for protecting its Premises from theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the Premises closed.21. All wallpaper or vinyl fabric materials which Tenant may install on painted walls shall be applied with a strippable adhesive. The use of nonstrippable adhesives will cause damage to the walls when materials are removed, and repairs made necessary thereby shall be made by Landlord at Tenant’s expense.22. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular Tenant or Tenants, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other Tenant or Tenants, nor prevent Landlord from thereafter enforcing any such Rules and Regulations against any or all Tenants of the Building.23. Landlord reserves the right to make such other and reasonable rules and regulations as in its judgment may from time to time be needed for safety and security, for care and cleanliness of the Building and for the preservation of good order therein. Tenant agrees to abide by all such Rules and Regulations hereinabove stated and any additional rules and regulations which are adopted.24. Tenant shall be responsible for the observance of all of the foregoing Rules and Regulations by Tenant’s employees, agents, clients, customers, invitees and guests.25. These Rules and Regulations are in addition to, and shall not be construed to in any way modify, alter or amend, in whole or in part, the terms, covenants, agreements and conditions of any Lease of Premises in the Building. 2 EXHIBIT “E” SPECIAL STIPULATIONS 1. OPTION TO RENEW. Tenant shall have the right and option to renew thisLease for an additional term of sixty (60) months by delivering written noticethereof to Landlord at least nine (9) months prior to the expiration of theprimary term, provided that at the time of such notice, and at the end of theLease Term, Tenant is not in default of any of the terms, covenants orconditions of this Lease. Upon the delivery of said notice and subject to anyconditions set forth in the preceding sentence, and upon the execution byLandlord and Tenant of an extension agreement containing such terms andprovisions which are consistent with the provisions of this Paragraph, thisLease shall be extended upon the same terms, covenants and conditions asprovided in this Lease, except that the monthly rental payable under Paragraph2(a) of the Lease during the initial year of said renewal term shall be at theprevailing market rate for the Premises at the commencement of such extendedterm; provided, however, in no event shall the monthly rental calculated by thisParagraph be less than the monthly rental payable closest to and prior to thecommencement of the renewal term. The rental payable for each subsequent year ofsaid renewal term shall be calculated by multiplying the rental payable for theimmediately prior year by one hundred three percent (103%), and the product soachieved shall be the rental for such subsequent year. The “prevailing marketrate” shall be defined as the then fair market net rental value of the Premisesas of the date of commencement of the applicable renewal term, as reasonablydetermined by Landlord. The fair market net rental value of the Premises shallmean the net rental that would be agreed to by a landlord and a tenant, each ofwhom is willing, but neither of whom is compelled, to enter into the leasetransaction. The fair market net rental value shall take into account thefollowing factors: rental for comparable premises in comparable existingbuildings (taking into consideration, but not limited to, use, location and/orfloor level within the applicable building, definition of net rentable area, ageand location of the applicable buildings); the rentable area of the Premisesbeing leased; the length of the pertinent rental term; the extent to which thetenant improvement allowance, rent credit, moving allowance, space planningallowance, or similar inducements given to Tenant are more or less that thatwhich would have been given to a comparable tenant in a comparable building.Notwithstanding the foregoing, any termination of this Lease, or any assignmentof this Lease or subletting of more than fifteen percent (15%) of the Premisesin effect at the time of notice to Landlord of the exercise of such renewaloption, shall terminate the option of Tenant contained in this Paragraph. 2. LETTER OF CREDIT. Within three (3) days after the execution and deliveryof this Lease, Tenant shall deliver to Landlord an irrevocable and unconditionalLetter of Credit (herein, together with all replacements thereof, being calledthe “Letter of Credit”) issued by Silicon Valley National Bank, or another bankor financial institution acceptable to Landlord. The Letter of Credit shall beinitially in an amount equal to $540,000.00; provided, however, that the Letterof Credit may provide that on each of the fifth (5th) and sixth (6th)anniversaries of the Commencement Date of this Lease, the amount of the Letterof Credit shall decrease by $180,000.00. The term of the Letter of Credit shallextend from the date of the Lease through at least ninety (90) days after theexpiration of the Lease Term (including any renewal periods). At Tenant’soption, the initial Letter of Credit may be for a term of not less than one (1)year, and, in such event, such Letter of Credit shall be extended by Tenant forperiods of not less than one (1) year each so that the Letter of Credit, asextended and replaced, remains continually in existence during the entire periodrequired in this paragraph. Notwithstanding any provision to the contraryherein, if such Letter of Credit is for a term shorter than the entire LeaseTerm, Landlord may draw upon the entire amount of the Letter of Credit in theevent Landlord shall not receive, at least fifteen (15) days prior to theexpiration date of such Letter of Credit, a replacement Letter of Credit in formand substance identical to said Letter of Credit so expiring and otherwisesatisfying the obligations herein. The failure of Tenant to provide areplacement Letter of Credit in accordance with the provisions hereof for anyexpiring Letter of Credit shall be an event of default by Tenant under thisLease and shall entitle Landlord to exercise any and all remedies provided inthis Lease or otherwise available to Landlord. The Letter of Credit shall be in form acceptable to Landlord and shallprovide that the only condition to a draw under the Letter of Credit shall bethe presentation by Landlord of a sight draft. Landlord shall not draw upon theLetter of Credit except as permitted in this paragraph 2. The Letter of Creditshall be transferable and assignable by Landlord, in whole or in part, withoutcost to Landlord. Tenant shall pay all costs and shall take all steps necessaryfor any such proposed transfer or assignment of the Letter of Credit. If Tenantfails to pay such costs of take such steps in connection with a proposedtransfer or assignment of the Letter of Credit, then Landlord may draw upon theLetter of Credit in whole or in part (at Landlord’s option) and may transfer theproceeds of such draw. The Letter of Credit may be drawn in whole or in part byLandlord (at Landlord’s option) from time to time (and more than one time forpartial draws) upon the occurrence of any event of default by Tenant under thisLease, which default is not cured within any applicable cure period, and withoutany further notice to Tenant. The Letter of Credit may also be drawn by Landlordas provided in paragraph 3 of this Exhibit “E” below. Landlord may draw upon theLetter of Credit without proceeding against any person or exhausting any otherremedies which Landlord may have and without resorting to any other securityheld by Landlord. Landlord may apply the proceeds of the Letter of Credit in anyorder or manner to any amounts owed by Tenant under or pursuant to this Lease orto reimburse Landlord for amounts previously paid by Landlord pursuant to thisLease, including, but not limited to, amounts paid by Landlord for tenantimprovements. All amounts drawn by Landlord shall immediately become theproperty of Landlord and shall be retained by Landlord. In no event shall anysuch application cure any event of default by Tenant under this Lease.Furthermore, in no event shall the Letter ofCredit, or Landlord’s right to draw upon the Letter of Credit, be affected orimpaired by (i) the waiver, compromise, settlement, termination or other releaseof the performance or observance by any person liable or to become liable forthe obligations under this Lease; (ii) the modification or amendment (whethermaterial or otherwise) of any obligation, covenant or agreement set forth inthis Lease; (iii) the voluntary or involuntary liquidation, dissolution, sale ofall or substantially all of the assets, marshalling of assets and liabilities,receivership, conservatorship, insolvency, bankruptcy, assignment for thebenefit of creditors, reorganization, arrangement, composition or readjustmentof, or any similar proceeding affecting Tenant, or any allegation or contest ofthe validity of this Lease; or (iv) the taking or the omission of any of theactions referred to in this Lease. 3. FUNDING OF TENANT. Tenant acknowledges that Tenant’s ability to performTenant’s obligations under this Lease is dependent upon Tenant obtainingadditional funds for Tenant’s operations. Tenant represents that, in addition toother funds already received by Tenant, Tenant shall obtain from a venturecapital firm an amount not less than $7,200,000.00 to be used for Tenant’soperations (the “Venture Funding”). The Venture Funding has not been received asof the date of this Lease. Landlord and Tenant agree that, notwithstanding anyprovisions to the contrary in this Lease or in the Improvement Agreement,Landlord’s obligations under this Lease and under the Improvement Agreement,including, but not limited to, Landlord’s obligation to construct the TenantImprovements in accordance with the Improvement Agreement, are expresslyconditioned upon the Venture Funding occurring on or before February 28, 2001.Without limiting the foregoing, Landlord shall have no obligation to commenceconstruction of the Tenant Improvements prior to the occurrence of the VentureFunding. If the Venture Funding does not occur on or before February 28, 2001,then Landlord shall have the right to terminate this Lease upon notice toTenant, and to draw the entire amount of the Letter of Credit and to retain suchamount as liquidated damages for Tenant’s failure to obtain the Venture Fundingon or before February 28, 2001. Landlord and Tenant acknowledge that the actualdamages to Landlord in such event will be difficult, if not impossible, todetermine, and that such liquidated damages are a reasonable estimate of theactual damages that Landlord would incur. For purposes hereof, the Venture Funding shall be deemed to have occurredif, and only if, all of the following items shall have occurred: a. An amount not less than $7,200,000.00 shall have been actually paidby the Venture Funding to Tenant, and such funds are held by Tenant on anunrestricted, unencumbered basis. b. The Venture Funding shall have provided written confirmation toLandlord that such funds of not less than $7,200,000.00 have been paid to Tenanton an unrestricted, unencumbered basis. c. Landlord shall be provided written confirmation from Tenant’sdepository bank confirming the receipt of not less than $7,200,000.00. d. Tenant shall have provided to Landlord a financial statementcertified by Tenant reflecting the receipt by Tenant of not less than$7,200,000.00 as a result of the Venture Funding. 4. Without Landlord’s prior written consent, Tenant shall not convey,transfer or distribute assets of Tenant in such manner as will result in areduction in Tenant’s net worth by more than twenty percent (20). EXHIBIT “F” FORM OF SUBORDINATION AND NON-DISTURBANCE AGREEMENT THIS AGREEMENT made this ____ day of ______________, 20 ____, betweenGUARANTY FEDERAL BANK, F.S.B., a federal savings bank (hereinafter called”Lender”) and _________________ , a ______________ (hereinafter called “Tenant”)and _____________________ (hereinafter called “Landlord”). WITNESSETH THAT: WHEREAS, Lender is now or will be the owner and holder of a Deed of Trust,Mortgage and Security Agreement (hereinafter called the “Security Instrument”),dated ___________, recorded in Volume __________, Page _____ of the RealProperty Records of _____________ County, __________, covering the real propertydescribed in EXHIBIT A and the buildings and improvements thereon (hereinaftercollectively called the “Mortgaged Premises”) securing the payment of apromissory note in the stated principal amount of $ __________, payable to theorder of Lender; WHEREAS, Tenant is the tenant under Lease Agreement (hereinafter called the”Lease”) dated __________, by and between Landlord and Tenant, covering certainproperty (hereinafter called the “Demised Premises”) consisting of a part of theMortgaged Premises; and WHEREAS, Tenant, Landlord and Lender desire to confirm their understandingwith respect to the Lease and the Security Instrument; NOW, THEREFORE, in consideration of the mutual covenants and agreementsherein contained, Lender, Landlord and Tenant hereby agree and covenant asfollows:1. SUBORDINATION. The Lease now is, and shall at all times and for all purposescontinue to be, subject and subordinate, in each and every respect, to theSecurity Instrument, with the provisions of the Security Instrument controllingin all respects over the provisions of the Lease, it being understood and agreedthat the foregoing subordination shall apply to any and all increases, renewals,modifications, extensions, substitutions, replacements and/or consolidations ofthe Security Instrument, provided that any and all such increases, renewals,modifications, extensions, substitutions, replacements and/or consolidationsshall nevertheless be subject to the terms of this Agreement.2. NON-DISTURBANCE. So long as (i) Tenant is not in default (beyond any periodgiven Tenant to cure such default) in the payment of rent or additional rent orin the performance of any of the other terms, covenants or conditions of theLease on Tenant’s part to be performed, (ii) the Lease is in full force andeffect, and (iii) Tenant attorns to Lender or a purchaser of the MortgagedPremises as provided in Paragraph 3, then (a) Tenant’s possession, occupancy,use and quiet enjoyment of the Demised Premises under the Lease, or anyextensions or renewals thereof or acquisition of additional space which may beeffected in accordance with any option therefor in the Lease, shall not beterminated, disturbed, diminished or interfered with by Lender in the exerciseof any of its rights under the Security Instrument, and (b) Lender will not joinTenant as a party defendant in any action or proceeding for the purpose ofterminating Tenant’s interest and estate under the Lease because of any defaultunder the Security Instrument.3. ATTORNMENT. If Lender shall become the owner of the Mortgaged Premises or theMortgaged Premises shall be sold by reason of non-judicial or judicialforeclosure or other proceedings brought to enforce the Security Instrument orthe Mortgaged Premises shall be conveyed by deed in lieu of foreclosure, theLease shall continue in full force and effect as a direct Lease between Lenderor other purchaser of the Mortgaged Premises, who shall succeed to the rightsand duties of Landlord, and Tenant. In such event, Tenant shall attorn to Lenderor such purchaser, as the case may be, upon any such occurrence and shallrecognize Lender or such purchaser, as the case may be, as the Landlord underthe Lease. Such attornment shall be effective and self-operative without theexecution of any further instrument on the part of any of the parties hereto.Tenant agrees, however, to execute and deliver at any time and from time totime, upon the request of Landlord or of any holder(s) of any of theindebtedness or other obligations secured by the Security Instrument or any suchpurchaser, any instrument or certificate which, in the sole reasonable judgmentof the requesting party, is necessary or appropriate, in connection with anysuch foreclosure or deed in lieu of foreclosure or otherwise, to evidence suchattornment, which instrument or certificate shall be in form and contentreasonably acceptable to Tenant. Tenant hereby waives the provisions of anystatute or rule of law, now or hereafter in effect, which may give or purport togive Tenant any right or election to terminate or otherwise adversely affect theLease and the obligations of Tenant thereunder as a result of any suchforeclosure or deed in lieu of foreclosure.4. OBLIGATIONS AND REMEDIES. If Lender shall become the owner of the MortgagedPremises or the Mortgaged Premises shall be sold by reason of non-judicial orjudicial foreclosure or other proceedings brought to enforce the SecurityInstrument or the Mortgaged Premises shall be conveyed by deed in lieu offoreclosure, Lender or other purchaser of the Mortgaged Premises, as the casemay be, shall have the same remedies by entry, action or otherwise in the eventof any default by Tenant (beyond any period given Tenant to cure such default)in thepayment of rent or additional rent or in the performance of any of the otherterms, covenants and conditions of the Lease on Tenant’s part to be performedthat Landlord had or would have had if Lender or such purchaser had notsucceeded to the interest of Landlord. Upon attornment by Tenant as providedherein, Lender or such purchaser shall be bound to Tenant under all the terms,covenants and conditions of the Lease and Tenant shall have the same remediesagainst Lender or such purchaser for the breach of an agreement contained in theLease that Tenant might have had under the Lease against Landlord if Lender orsuch purchaser had not succeeded to the interest of Landlord; provided, however,that Lender or such purchaser shall not be liable or bound to Tenant: (a) for any act or omission of any prior landlord (including Landlord) which constitutes a default or breach of the Lease; provided, however, nothing herein shall be deemed to be a waiver of Tenant’s rights or remedies in the event such act or omission is of a continuing nature, such as, for example, Landlord’s failure to fulfill a repair obligation, and such default is not cured by Lender or such purchaser after Lender or such purchaser acquires the Mortgaged Premises (however, Lender or such purchaser shall in no event be liable for any tort claims which Tenant may have against Landlord or any claims for liquidated damages which may be owing by Landlord under the Lease); or (b) for any offsets or defenses which the Tenant might be entitled to assert against Landlord arising prior to the date Lender takes possession of Landlord’s interest in the Lease or becomes a mortgagee in possession, subject to Tenant’s continued right of offset for any default by Landlord which remains uncured provided notice of such default has been provided to Lender in accordance with the provisions of this Agreement; or (c) for or by any rent or additional rent which Tenant might have paid for more than the current month to any prior landlord (including Landlord); or (d) by any amendment or modification of the Lease made without Lender’s consent that (i) results in a reduction or rent or other sums due and payable pursuant to the Lease (ii) modifies any operating covenant of Tenant in the Lease, (iii) reduces the term of the Lease, (iv) terminates the Lease, (v) provides for payment of rent more than one month in advance, or (vi) materially increases Landlord’s obligations under the Lease; or (e) for any security deposit, rental deposit or similar deposit given by Tenant to a prior landlord (including Landlord) unless such deposit is actually paid over to Lender or such purchaser by the prior landlord; or (f) for any portion of the Tenant Allowance (as such term is defined in the Lease) previously disbursed to Landlord by Lender pursuant to the Construction Loan Agreement executed by and between Landlord and Lender; or (g) for the construction of any improvements required of Landlord under the Lease in the event Lender or such purchaser acquires title to the Mortgaged Premises prior to full completion and acceptance by Tenant of improvements required under the Lease; provided, however, such lack of liability on the part of Lender or such purchaser pursuant to this subparagraph shall not affect Tenant’s rights of self-help and offset or termination described in the Lease in the event of such failure to complete such improvements as long as Tenant has provided all applicable notices and cure periods as required under the Lease and this Agreement; or (h) by any provision of the Lease restricting use of other properties owned by Lender, as landlord; or (i) by any notice given by Tenant to a prior landlord (including Landlord) unless a copy thereof was also then given to Lender. The person or entity to whom Tenant attorns shall be liable to Tenant underthe Lease only for matters arising during such person’s or entity’s period ofownership.5. NO ABRIDGMENT. Nothing herein contained is intended, nor shall it beconstrued, to abridge or adversely affect any right or remedy of Landlord underthe Lease in the event of any default by Tenant (beyond any period given Tenantto cure such default) in the payment of rent or additional rent or in theperformance of any of the other terms, covenants or conditions of the Lease onTenant’s part to be performed.6. NOTICES OF DEFAULT TO LENDER. Tenant agrees to give Lender a copy of anydefault notice sent by Tenant under the Lease to Landlord.7. REPRESENTATIONS BY TENANT. Tenant represents and warrants to Lender thatTenant has validly executed the Lease; the Lease is valid, binding andenforceable and is in full force and effect in accordance with its terms; theLease has not been amended except as stated herein; no rent under the Lease hasbeen paid more than thirty (30) days in advance of its due date; there are nodefaults existing under the Lease; and Tenant, as of this date, has no charge,lien, counterclaim or claim of offset under the Lease, or otherwise, against therents or other charges due or to become due under the Lease.8. RENT PAYMENT. If Lender shall become the owner of the Mortgaged Premises orthe Mortgaged Premises shall be sold by reason of non-judicial or judicialforeclosure or other proceedings brought to enforce the Security Instrument orthe Mortgaged Premises shall be conveyed by deed in lieu of foreclosure, Tenantagrees to pay all rents directly to Lender or other purchaser of the MortgagedPremises, as the case may be, in accordance with the Lease immediately uponnotice of Lender or such purchaser, as the case may be, succeeding to Landlord’sinterest under the Lease. Tenant further agrees to pay all rents directly toLender immediately upon notice that Lender is exercising its rights to suchrents under the Security Instrument or any other loan documents (including butnot limited to any Assignment of Leases and Rents) following a default byLandlord or other applicable party. Tenant shall be under no obligation toascertain whether a default by Landlord has occurred under the SecurityInstrument or any other loan documents. Landlord waives any right, claim ordemand it may now or hereafter have against Tenant by reason of such directpayment to Lender and agrees that such direct payment to Lender shall dischargeall obligations of Tenant to make such payment to Landlord.9. NOTICE OF SECURITY INSTRUMENT. To the extent that the Lease shall entitleTenant to notice of any deed of trust or security agreement, this Agreementshall constitute such notice to the Tenant with respect to the SecurityInstrument and to any and all other deeds of trust and security agreements whichmay hereafter be subject to the terms of this Agreement.10. LANDLORD DEFAULTS. Tenant agrees with Lender that effective as of the dateof this Agreement: (i) Tenant shall not take any steps to terminate the Leasefor any default by Landlord or any succeeding owner of the Mortgaged Premisesuntil after giving Lender written notice of such default, stating the nature ofthe default and giving Lender thirty (30) days from receipt of such notice toeffect cure of the same, or if cure cannot be effected within said thirty (30)days due to the nature of the default, Lender shall have a reasonable tune tocure provided that it commences cure within said thirty (30) day period of timeand diligently carries such cure to completion; and (ii) notice to Landlordunder the Lease (oral or written) shall not constitute notice to Lender.11. LIABILITY OF LENDER. If Lender shall become the owner of the MortgagedPremises or the Mortgaged Premises shall be sold by reason of foreclosure orother proceedings brought to enforce the Security Instrument or the MortgagedPremises shall be conveyed by deed in lieu of foreclosure, Tenant agrees that,notwithstanding anything to the contrary contained in the Lease, after suchforeclosure sale or conveyance by deed in lieu of foreclosure, Lender shall haveno personal liability to Tenant under the Lease and Tenant shall look solely tothe estate and property of Landlord in the Mortgaged Premises, to the netproceeds of sale thereof or the rentals received therefrom, for the satisfactionof Tenant’s remedies for the collection of a judgment or other judicial processrequiring the payment of money by Landlord in the event of any default or breachby Landlord with respect to any of the terms, covenants, and conditions of theLease to be observed or performed by Landlord and any other obligation ofLandlord created by or under the Lease, and no other property or assets ofLender shall be subject to levy, execution or other enforcement procedures forthe satisfaction of Tenant’s remedies. Further, in the event of any transfer byLender of Landlord’s interest in the Lease, Lender (and in the case of anysubsequent transfers or conveyances, the then assignor), including each of itspartners, officers, beneficiaries, co-tenants, shareholders or principals (asthe case may be) shall be automatically freed and released, from and after thedate of such transfer or conveyance, of all liability for the performance of anycovenants and agreements which accrue subsequent to the date of such transfer ofLandlord’s interest.12. NOTICE. Any notice or communication required or permitted hereunder shall begiven in writing, sent by (a) personal delivery, or (b) expedited deliveryservice with proof of delivery, or (c) United States mail, postage prepaid,registered or certified mail, or (d) telegram or telex, addressed as follows: To Lender: Guaranty Federal Bank, F.S.B. 8333 Douglas Avenue Dallas, Texas 75225 Attention: Commercial Real Estate With a copy to: Guaranty Federal Bank, F.S.B. 301 Congress Avenue Austin, Texas 78767 Attention:____________ Guaranty Federal Bank, F.S.B. Three Allen Center 333 Clay Street, Suite 4430 Houston, Texas 77002 Attention:__________ To Tenant: Optium, Inc. 2721 Discovery Drive Suite 500 Orlando, Florida 32826 Attention: Patrick LiKam Waor to such other address or to the attention of such other person as hereaftershall be designated in writing by the applicable party sent in accordanceherewith. Any such notice or communication shall be deemed to have beengiven and received either at the time of personal delivery or, in the case ofdelivery service or mail, as of the date of first attempted delivery at theaddress and in the manner provided herein, or in the case of telegram or telex,upon receipt.13. LETTER OF CREDIT. Tenant and Landlord agree that the Letter of Credit (asdefined in the Lease) shall name Lender as the beneficiary thereof, and thatLender (without the joinder of Landlord) shall have the right to present theLetter of Credit for payment at such time as Landlord is entitled to present theLetter of Credit for payment under the Lease. Tenant acknowledges and agreesthat Lender may rely on a written notice from Landlord that Tenant is in defaultunder the Lease and that Lender may present the Letter of Credit for payment asprovided in the Lease, and that Tenant’s sole recourse shall be against Landlordand not Lender in the event Lender relies on such written notice from Landlord.In the event Lender makes a partial draw on the Letter of Credit to pay past dueinstallment(s) of rent under the Lease, Lender shall be entitled to apply theproceeds received from such presentation of the Letter of Credit to anyinstallments of principal and/or interest then due and owing under the Loan, andprovided that the Landlord is not then in default under the Loan, the excess, ifany, shall be returned to Landlord, otherwise, Lender shall keep such excess. Inthe event the entire outstanding amount of the Letter of Credit is presented forpayment, Lender shall be entitled to apply the entire proceeds of the Letter ofCredit received from such presentation to the indebtedness then outstandingunder the Loan. At such time as Landlord repays to Lender all amountsoutstanding under the Loan, Lender shall assign the Letter of Credit to Landlordby delivering a notice to the issuing bank.14. MODIFICATION. This Agreement may not be modified orally or in any mannerother than by an agreement in writing signed by the parties hereto or theirrespective successors in interest.15. SUCCESSOR LENDER. The term “Lender” as used throughout this Agreementincludes any successor or assign of Lender, any affiliate of Lender acquiringthe Mortgaged Property at foreclosure or by deed-in-lieu of foreclosure, and anyholder(s) of any interest in the indebtedness secured by the SecurityInstrument.16. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of and bebinding upon the parties hereto, their successors and assigns, and any purchaseror purchasers at foreclosure of the Mortgaged Premises, and their respectivesuccessors and assigns.17. PARAGRAPH HEADINGS. The paragraph headings contained in this Agreement arefor convenience only and shall in no way enlarge or limit the scope or meaningof the various and several paragraphs hereof.18. GENDER AND NUMBER. Within this Agreement, words of any gender shall be heldand construed to include any other gender, and words in the singular numbershall be held and construed to include the plural and words in the plural numbershall be held and construed to include the singular, unless the contextotherwise requires.19. APPLICABLE LAW. This Agreement and the rights and duties of the partieshereunder shall be governed by all purposes by the law of the state where theMortgaged Premises is located and the law of the United States applicable totransactions within such state. IMPROVEMENT AGREEMENT – DISCOVERY LAKE THIS IMPROVEMENT AGREEMENT (the “Agreement”) is made as of the 28th day ofDecember, 2000 between SV CENTRAL FLORIDA PHASE II LIMITED PARTNERSHIP, a Texaslimited partnership (hereinafter called “Landlord”), and OPTIUM, INC., a Floridacorporation (hereinafter called “Tenant”). WITNESSETH: Landlord and Tenant have as of even date herewith entered into that certainDiscovery Lake Office Lease Agreement (the “Lease”) with respect to certainspace (the “Premises”) located in the Building located or to be located at 2721Discovery Drive, Orlando, Florida; and WHEREAS, Landlord and Tenant desire to enter into this Agreement to setforth their agreements regarding the completion of the Premises. NOW, THEREFORE, for and in consideration of the execution of the Lease, themutual agreements set forth herein, and other good and valuable considerations,the receipt and sufficiency of which are hereby acknowledged, Landlord andTenant do hereby covenant and agree as follows:1. IMPROVEMENTS (a) At Landlord’s expense, Landlord shall cause the base building portionof the Building to be completed substantially in accordance with those certainbase building plans and specifications referenced in SCHEDULE 1 attached heretoand incorporated herein. (b) At Tenant’s expense, Landlord shall furnish and install, substantiallyin accordance with the construction drawings and specifications approved byTenant and Landlord as hereinafter provided, partitions, doors, lightingfixtures, acoustical ceiling, floor coverings, electrical outlets, telephoneoutlets, air conditioning, fire sprinklers, signage, wall finishes, andconstruction clean-up and other improvements reflected on Tenant’s Plans (ashereinafter defined) (the “Tenant Improvements”). Landlord shall cause to beprepared at Tenant’s expense all architectural plans and specifications and allstructural, mechanical and electrical engineering plans and specifications(“Tenant’s Plans”) required for the Tenant Improvements, provided, that, inaddition to Landlord’s Allowance (as hereinafter defined), Landlord shall payfor the initial preparation of Tenant’s space plan and one revision thereof at acost not to exceed $0.12 per rentable square foot in the Premises. Landlord hasselected, and Tenant hereby approves, Farmer Baker & Barrios (“Tenant’sArchitect”) to prepare Tenant’s Plans. Tenant Improvements shall include theinstallation of roof-top HVAC units, separately zoned for the Premises inaccordance with the Tenant’s Plans. Tenant Improvements to be constructed byLandlord pursuant to this Agreement are sometimes herein referred to as”Landlord’s Work”. Landlord shall bid Landlord’s Work to three (3) contractorsselected by Tenant who meet Landlord’s insurance requirements. Landlord shallnotify Tenant of the results of such bidders, and Tenant shall select one ofsuch three (3) contractors as the contractor to perform Landlord’s Work pursuantto this Agreement.2. LANDLORD’S ALLOWANCE As Landlord’s contribution to the Tenant Improvements and Tenant’s Plansprovided in Paragraph 1(b) of this Agreement, Landlord shall provide Tenant withan allowance determined by multiplying (x) the number of rentable square feetcontained in the Premises by (y) Twenty-Four and No/100 Dollars ($24.00) persquare foot (hereinafter referred to as “Landlord’s Allowance”). That portion ofLandlord’s Allowance not spent within twelve (12) months after the date theLease Term begins shall be credited toward rent next coming due under the Leaseuntil the remainder of Landlord’s Allowance has been exhausted. For Landlord’sadministrative supervision of the completion of the Tenant Improvements,Landlord shall be entitled to deduct and retain from Landlord’s Allowance aconstruction supervision fee equal to the product of Zero and 50/100 Dollars($0.50) times the number of rentable square feet contained in the Premises;provided, however, that if Tenant retains an independent third-partyconstruction supervisor for the Tenant Improvements, Landlord’s constructionsupervision fee shall be reduced to Zero and 25/100 Dollars ($0.25) times thenumber of rentable square feet contained in the Premises.3. TENANT’S COST (a) Tenant shall bear the cost, if any, of the Tenant Improvements andTenant’s Plans described in Paragraph 1(b) of this Agreement over and aboveLandlord’s Allowance applied thereto as provided under Paragraph 2 of thisAgreement. Any modifications of any part of the work described in Paragraph 1already completed that are requested by Tenant shall be at Tenant’s expense. (b) Tenant shall pay all costs associated with any Tenant-requested changesor modifications of the improvements as defined by the Tenant’s Plans. Tenantwill be liable for any increase in construction costs as a result of TenantDelay. For purposes hereof, a “Tenant Delay” shall mean any of the following:(1) Tenant’s failure to agree to plans, specifications, or cost estimates withina reasonable period of time; (2) Tenant’s request for materials, finishes orinstallations other than Landlord’s standard; (3) Tenant’s changes in plans; or(4) the performance or completion by a party employed by Tenant; or (5) Tenant’sfailure for any reason to perform any obligation under the Lease or under thisImprovement Agreement within the specified period. (c) All costs to be borne by Tenant for Landlord’s Work pursuant to thisAgreement shall be paid to Landlord by Tenant prior to the commencement ofLandlord’s Work. Any additional costs for which Tenant subsequently becomesresponsible shall be paid to Landlord by Tenant within thirty (30) daysfollowing receipt by Tenant of Landlord’s invoice therefor, but in any event notlater than the date the Lease Term begins. (d) Tenant shall pay all sales, rent and other taxes, if any, and anyinterest and/or penalties thereon, which may be imposed on any amounts paid orcontributed by Tenant towards the costs of designing and/or completing theTenantImprovements or in connection with any work performed by Tenant, and Tenantshall indemnify and hold harmless Landlord from and against any costs, expenses,claims, liabilities and losses with respect thereto.4. SCHEDULE FOR TENANT’S PLANS (a) Within three (3) days after the date of this Lease, Tenant shallprovide to Landlord all details, information and requirements of Tenantnecessary for the preparation of Tenant’s Plans. (b) Landlord shall diligently pursue the preparation of Tenant’s Plans, andshall submit such plans to Tenant for Tenant’s approval. Within two (2) businessdays after receipt of such plans by Tenant, Tenant shall review such plans andnotify Landlord in writing either that (i) Tenant approves such plans or (ii)Tenant requests changes to such plans, which changes will be specificallydetailed in such notice. Any changes reasonably requested by Tenant shall bepromptly made by Landlord and a copy of the final Tenant Plans shall be sent toTenant. In no event shall the plans require any modifications of or additions tothe storefront or exterior doors of the Premises, or provide for more thanthirty percent (30%) of the Premises being other than an “open concept”floorplan, without Landlord’s approval, which approval Landlord may grant ordeny in Landlord’s sole discretion. Any further modifications or changes to suchfinal Tenant’s Plans thereafter requested by Tenant may result in Tenant Delay.5. FORCE MAJEURE Landlord and Tenant agree that Landlord may be delayed in the completion ofconstruction of Landlord’s Work due to acts of God, civil strife, riots,strikes, governmental action (not caused by Tenant or Landlord) shortages ofequipment or supplies, or other matters beyond the reasonable control ofLandlord (a “Force Majeure Matter”), and Landlord shall not be in defaulthereunder or liable to Tenant in the event of a delay in the completion ofLandlord’s Work due to a Force Majeure Matter.6. TENANT’S WORK All work beyond Landlord’s Work to prepare the Premises for Tenant’soccupancy, including, but not limited to, installation of telephone, data andother telecommunications equipment, office furniture and furniture systems,installation of security devices and locks, and other finish work to beperformed by or for Tenant, shall be furnished and installed by Tenant atTenant’s expense. Tenant shall adopt a schedule in conformance with the scheduleof Landlord’s contractors and conduct its work in such a manner as to maintainharmonious labor relations and as not to interfere unreasonably with or delaythe work of Landlord’s contractors. Tenant’s contractors, subcontractors, andlabor shall be acceptable to and approved by Landlord and shall be subject tothe administrative supervision of Landlord. Contractors and subcontractorsengaged by Tenant shall employ persons and means to insure as far as may bepossible the progress of the work without interruption on account of strikes,work stoppages or similar causes for delay.7. MISCELLANEOUS Time is of the essence of this Agreement. This Agreement shall in allrespects be governed by the laws of the State of Florida. This Agreement may notbe modified except by a written instrument executed by the parties hereto. ThisAgreement may not be assigned or transferred by Tenant, except that thisAgreement shall be deemed assigned by Tenant in connection with any permittedassignment of the Lease pursuant to the terms of the Lease. Subject to theforegoing restrictions on assignment hereof, the terms, covenants and conditionscontained herein shall be binding upon and inure to the benefit of the heirs,successors, executors, administrators and assigns to the parties hereto. Anycapitalized terms used in this Agreement and not otherwise defined herein shallhave the meanings therefor set forth in the Lease. Any notice, demand or requestrequired or permitted under this Agreement shall be sent in accordance with thenotice provisions of the Lease. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as ofthe day and year first above written. LANDLORD: SV CENTRAL FLORIDA PHASE II LIMITED PARTNERSHIP, a Texas limited partnership By: Simmons, Vedder & Co., a Texas corporation, general partner By: ——————————– Name: David Arnow Title: Vice President TENANT: OPTIUM, INC., a Florida corporation By: /s/ P. LiKamWa ———————————— Name: PATRICK LIKAMWA Title: PRESIDENT Attest: ——————————– Name: ———————————- Title: ——————————— (CORPORATE SEAL) SCHEDULE 1 BASE BUILDING PLANS AND SPECIFICATIONSINDEX OF DRAWINGS FORDISCOVERY LAKE – PHASE IICENTRAL FLORIDA RESEARCH PARKORANGE COUNTY, FLORIDAISSUED FOR PERMIT MARCH 6, 2000GENERAL SHEETS – FARMER BAKER BARRIOS ARCHITECTS, INC.: G001 COVER AND INDEX SHEET 03-06-00 G002 INFORMATION AND ABBREVIATIONS SHEET 02-28-00CIVIL – S K CONSORTIUM, INC. C-l EXISTING SITE AND DEMOLITION PLAN 03-12-00 C-2 SITE DEVELOPMENT PLAN 03-12-00 C-3 GRADING AND DRAINAGE PLAN 03-12-00 C-4 SITE UTILITY PLAN 03-12-00 C-5 STANDARD UTILITIES DETAILS 03-12-00 C-6 STANDARD UTILITIES DETAILS 03-12-00 C-7 STANDARD UTILITIES DETAILS 03-12-00LANDSCAPE – CLARK CONDON ASSOCIATES Ll.l PLANTING PLAN 03-13-00 L1.2 PLANTING DETAILS 03-13-00 L2.1 IRRIGATION PLAN 03-13-00 L2.2 IRRIGATION DETAILS 03-13-00STRUCTURAL – BURTON BRASWELL MIDDLEBROOKS ASSOCIATES, INC. S001 STRUCTURAL NOTES AND ABBREVIATIONS 03-06-00 S101 FOUNDATION PLAN 03-06-00 S102 ROOF FRAMING PLAN 03-06-00 S201 FOUNDATION SECTIONS & DETAILS 03-06-00 S202 ROOF FRAMING SECTIONS AND DETAILS 03-06-00 S301 TILT-UP PANEL REINFORCING & DETAILS 03-06-00ARCHITECTURAL – FARMER BAKER BARRIOS ARCHITECTS, INC. A021 DOOR SCHEDULE AND DETAILS 02-28-00 A031 LIFE SAFETY PLAN AND PROJECT DATA 02-28-00 A101 COMPOSITE FLOOR PLAN AND DETAILS 02-28-00 A102 FLOOR PLAN – AREA (A) 02-28-00 A103 FLOOR PLAN – AREA (B) 02-28-00 A104 FLOOR PLAN – AREA (C) 02-28-00 A105 PANEL LAYOUT PLAN 02-28-00 A151 ROOF PLAN & DETAILS 02-28-00 A201 EXTERIOR ELEVATIONS 02-28-00 A202 EXTERIOR ELEVATIONS 02-28-00 A221 PANEL TYPES 02-28-00 A222 PANEL TYPES 01-31-00 A223 WINDOW TYPES 02-28-00 A301 BUILDING SECTIONS 03-06-00 A401 WALL SECTIONS & DETAILS 02-28-00 A402 WALL SECTIONS 02-28-00 A601 REFLECTED CEILING PLAN 02-28-00MECHANICAL – GAST ENGINEERING, INC. M101 MECHANICAL FLOOR PLAN 03-09-00ELECTRICAL – GAST ENGINEERING, INC. E101 ELECTRICAL FLOOR PLAN 03-09-00 E102 ELECTRICAL RISER AND SCHEDULES 03-09-00 EXHIBIT “H”Chemicals: Safe Handling PracticeAll flammable substances will be stored inside flame-proof cabinets. Acidneutralizing creme will be kept in first aid boxes next to acid dispensers. Anydangerous gas will be stored inside vented and exhausted gas cabinets withalarms and automatic shut-down mechanisms. All waste chemicals will be collectedby state certified environmental control personnel. All acid waste will beneutralized before being disposed.Chemicals that will be used and stored on the premises include the following:ORGANICS/SOLVENTSAcetone 2 gallonsMethanol 2 gallonsPolyimide 100ccPhotoresist 1 pintACIDSHydrochloric acid 0.25 gallonSulphuric acid 0.25gallonHydrofluoric acid 0.25 gallonBromine 200ccHrydrobromic acid 0.25 gallonNitric acid 0.25 gallonAcetic acid 0.25gallonLactic acid 0.25gallonPotassium iodide 100gmPotassium permanganate 100gmIodine 100gmNeutralizing cremesAmmonium Triphosphate 200gmHF neutralizing creme 200gmBASESPotassium hydroxide 200gmAmmonium hydroxide 500ccSodium hydroxide 200gmPhotoresist remover 1 gallonGASESNitrogen 1000cf or 2-3 cylindersForming gas (15%H(2)/85% N(2)) 1000cfAmmonia 1000cfSilane 1000sfOxygen 1000sfFREON-14 500sf EXHIBIT “G” DISCOVERY LAKE PHASE II AT CENTRAL FLORIDA RESEARCH PARK EXPENSES ESTIMATESThe following is our estimate of anticipated Direct Operating Expenses atDiscovery Lake Phase II Office Park for 2001:1. Real Estate Taxes $1.06/SF2. Insurance $ .11/SF3. CAM/Management $1.49/SF4. HVAC Maintenance $ .14/SF $2.80/SF TOTAL* *Plus applicable State Sales Tax