LEASE AGREEMENT

Exhibit 10.1

LEASE AGREEMENT

THIS LEASE AGREEMENT (“ Lease ”) is made as of this 4 ^th day of December, 2007, by and between FDG Flagler Center I LLC , a Delaware limited liability company, an address of which is 10151 Deerwood Park Boulevard, Building 100, Suite 330, Jacksonville, Florida 32256 (“ Landlord ”) and Website Pros, Inc. , a Delaware corporation, an address of which is 12735 Gran Bay Parkway West, Building 200, Suite 100, Jacksonville, Florida 32258 (“ Tenant ”).

1.                                        PROPERTY; TERM.

1.1                                  PREMISES.  The Landlord hereby leases to the Tenant and the Tenant hereby leases from the Landlord the building located at 12808 Gran Bay Parkway West, Jacksonville, Florida 32258 (“ Premises ” or “ Building ”), which Premises is deemed to contain 112,306 rentable square feet for all purposes of this Lease. The Premises is situated on the real property described in Exhibit A attached hereto (“ Property ”) and included in a multiple building, business and/or industrial park known as Flagler Center (“ Park ”).

1.1.1                   PHASE IN.  Tenant intends to occupy the Building in two phases.  The first phase shall consist of at least 82,682 rentable square feet (the “ Phase I Premises ”), and the second phase shall consist of the remaining rentable square footage of the Building (the “ Phase II Premises ”).  The location and configuration of the space to be included in each phase shall be set forth in Tenant’s Plans (as defined in the Work Letter).

1.2                                  COMMON AREAS.  Tenant and its employees and customers will have the nonexclusive right during the Term of this Lease to use the parking areas, streets, driveways, aisles, sidewalks, curbs, delivery passages, loading areas, lighting facilities, and all other areas in the Property designated by Landlord, from time to time, for use by all tenants of the Property in common (collectively, the “ Common Areas ”), in common with Landlord, other tenants of the Property and other persons designated by Landlord.

1.3                                  LEASE TERM.  The term of this Lease (the “ Term ”) shall be one hundred thirty-two (132) calendar months plus the portion of the month in which the Phase I Commencement Date (as defined below) occurs if the Phase I Commencement Date is other than the first day of the month.  The Term shall commence as to the Phase I Premises on the 14 ^th day following the date of Substantial Completion of the Tenant Improvements to the Phase I Premises, as defined in the Work Letter (the “ Phase I Commencement Date ”), which is estimated to be April 1, 2008; provided, however, that Tenant shall have no right to possession of the Phase I Premises until the Security Deposit has been delivered to Landlord (the Security Deposit shall not be deemed delivered to Landlord if it is in the form of a check until that check has cleared the bank and funds have been credited to Landlord’s account) and the Tenant has provided Landlord with a certificate of insurance evidencing the insurance coverages that Tenant is obligated to maintain pursuant to this Lease.  The Term shall commence as to the Phase II Premises on the earlier to occur of (i) the first day of the thirteenth (13 ^th ) full calendar month of the Term, or (ii)  as to any portion of the Phase II Premises, on the date that Tenant takes possession of such portion of the Phase II Premises, and opens for the conduct of business operations therein (other than any de minimis use)

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(the “ Phase II Commencement Date ”).   Landlord and Tenant shall execute a Commencement Agreement substantially in the form of Exhibit C attached hereto once the Phase I Commencement Date has been determined, and shall supplement such Commencement Agreement, as needed, to document any early Phase II Commencement Date(s).

1.4                                  HOLDOVER OF CURRENT LEASE.  Landlord and Tenant entered into that certain Lease Agreement dated as of January 17, 2003, as amended by that certain First Amendment to Lease dated as of November 23, 2005 (together, the “ Current Lease ”) for the lease of Suite 100, which is deemed to contain 41,149 rentable square feet, in Flagler Center Building 200, which is located at 12735 Gran Bay Parkway West, Jacksonville, Florida 32258.  The Termination Date, as defined in Section 1.3 of the Current Lease, is hereby extended to the Phase I Commencement Date (the “ Extended Term ”).  During the Extended Term, Tenant shall continue to pay Base Rent at the rate of $41,251.87 per month ($12.03 per rentable square foot per year).

1.5                                  RENEWAL TERM.  Tenant shall have the option to renew this Lease as set forth in the attached Renewal Rider.

2.                                      RENT AND OTHER CHARGES.

2.1                                  BASE RENT.  Tenant agrees to pay rent (“ Base Rent ”) in equal monthly installments on the first day of each month of the term, together with any and all rental, sales or use taxes levied by any governmental body for the use or occupancy of the Premises and any rent or other charges payable hereunder in accordance with the following schedule:

*                                          Calculated based upon 82,682 rentable square feet.

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If the Phase I Commencement Date should be a date other than the first day of a calendar month, then the first installment of Base Rent shall be prorated by multiplying the regular monthly installment of Base Rent by a fraction, the numerator of which is the number of days from the Phase I Commencement Date through the final day of the first calendar month of the Term and the denominator of which is the total number of days in the calendar month in which the Phase I Commencement Date occurs (and Tenant shall pay such prorated Base Rent amount to Landlord together with, and at such time as, the installment of Base Rent for the fifth (5 ^th ) full calendar month of the Term becomes due). In such event, Lease Month 1 would commence on the first day of the calendar month following the month in which the Phase I Commencement Date occurs.

Base Rent shall be paid without demand, set off or deduction to Landlord at P.O. Box 862614, Orlando, Florida 32886-2614 or such other address as Landlord directs in writing.

2.2                               LATE CHARGES.  If any Base Rent or other payment due under this Lease is not received by Landlord within ten (10) days of the due date of such payment, Tenant shall pay, in addition to such payment a late charge equal to the greater of (i) five percent (5.0%) of the payment which is past due or (ii) Two Hundred Fifty and No/100 Dollars ($250.00).  If any payment due from Tenant shall remain overdue for more than ten (10) days, interest shall accrue daily on the past due amount from the date such amount was due until paid or judgment is entered at a rate equivalent to the lesser of eighteen percent (18%) per annum and the highest rate permitted by law.  Interest on the past due amount shall be in addition to and not in lieu of the five percent (5.0%) late charge or any other remedy available to Landlord (“ Default Rate ”).

2.3                                  ADDITIONAL RENT.  All charges payable by Tenant under the terms of this Lease other than Base Rent are called “ Additional Rent .”  Unless this Lease provides otherwise, all Additional Rent shall be paid with the next monthly installment of Base Rent and shall include all applicable sales or use taxes.  The term “ Rent ” shall mean Base Rent and Additional Rent.

2.4                                  TAXES.

2.4.1                       Personal Property Taxes .  Commencing upon the Phase I Commencement Date, Tenant shall pay, as and when due, all taxes attributable to the personal property, trade fixtures, business, occupancy, or sales of Tenant.

2.4.2                       Real Estate Taxes .  Commencing upon the Phase I Commencement Date, Tenant shall pay, as and when due, all real estate taxes, personal property taxes and other ad valorem taxes, and any other levies, charges, local improvement rates, impositions and assessments whatsoever assessed or charged against the Property and/or the Building, the equipment and improvements therein contained which are part of the Building, and including any amounts assessed or charged in substitution for or in lieu of any such taxes (collectively, “ Real Estate Taxes ”), levied or assessed against the Property and/or the Building by any lawful authority for each calendar year or portion thereof during the period between the Phase I Commencement Date and the expiration of the Term.  Landlord shall provide Tenant with all tax bills which are the Tenant’s responsibility hereunder and such payments shall be made by Tenant directly to the taxing authorities prior to any delinquency.  Tenant shall provide Landlord with paid tax receipts or, if not available, other proof of payment reasonably acceptable to Landlord,

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on or before the date that the Real Estate Taxes would be deemed to be delinquent (i.e., the date that penalties would start to accrue).  If Tenant does not pay Real Estate Taxes by the aforesaid date, Landlord shall have the right to pay the Real Estate Taxes and Tenant shall reimburse Landlord within thirty (30) days of receipt of demand for payment by Landlord.  The Real Estate Taxes are to be prorated for any partial lease year occurring at the beginning or end of the Term during the period in which the taxing authority assesses Real Estate Taxes.  In the event that Tenant does not pay Real Estate Taxes prior to delinquency for any calendar year due to any act or omission of Tenant, then Landlord shall have the right to thereafter elect to pay the Real Estate Taxes for the remainder of the Term of the Lease; whereupon Tenant shall promptly reimburse Landlord within thirty (30) days after written demand therefor from Landlord to Tenant.

2.4.3                         Contesting Taxes .  If Tenant desires, as determined by Tenant in its reasonable business judgment, to contest the validity or amount of any tax, assessment, levy, or other governmental charge agreed to in this Lease to be paid by Tenant, Tenant shall be permitted to do so, upon posting of adequate security or the payment of amounts, all as may be required by Applicable Laws (as defined in Section 3.2 hereof), to prevent loss of title to the Property and the Building and after giving Landlord prior written notice of Tenant’s intent to contest the taxes for the applicable year.  So long as Tenant complies with the foregoing, Landlord shall cooperate with Tenant (at no expense to Landlord) and execute any document which may be reasonably necessary for any such contest proceeding.  Nothing herein shall be deemed to limit Landlord’s right to contest any tax, assessment, levy or government charge imposed against the Property and/or the Building, which right, with respect to ad valorem real property taxes, shall be exercised by Landlord in its reasonable business judgment.  The foregoing restriction on Tenant’s ability to contest the validity or amount of any tax, assessment, levy, or other governmental charge agreed to in this Lease to be paid by Tenant shall only be deemed to apply to Real Estate Taxes and shall not be deemed to apply to any personal property taxes, which are payable by Tenant on its personalty in the Premises.

2.4.4                         Receipts .  Upon written request of Landlord, during the Term of this Lease, Tenant shall obtain and deliver to Landlord paid receipts for all taxes, assessments, and other items required under this Lease to be paid by Tenant.

2.4.5                         Exclusions .  Real Estate Taxes shall not include any franchise, transfer, gains, inheritance, estate, mortgage recording, and income taxes imposed upon Landlord.

2.4.6                         Separate Parcel .  Landlord shall, at its expense, apply for and diligently follow such procedures as are necessary to have the Property (including the Building) taxed by the applicable governmental authorities as a parcel separate from the other parcel(s) included in Landlord’s tax bills, so that Tenant will be in a position to pay and/or contest Real Estate Taxes on its own, subject to the terms of this Section 2.4.  If the Property and the Building are taxed or assessed as a separate parcel, Landlord shall direct the tax authority to send the tax bills for the Property and the Building directly to Tenant’s address during the Term hereof.  If the Property and/or the Building are not taxed or assessed as a separate parcel, then:  (a) Tenant’s share of Real Estate Taxes shall be determined by multiplying such taxes or assessments in the entire tax bill by a fraction, the numerator of which is the total value of the Property and the Building and the denominator of which is the total value of all land included in the tax bill, and Landlord shall

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provide such determination to Tenant in writing, together with a copy of the applicable tax bill, no later than thirty (30) days prior to the due date of such Real Estate Taxes for the applicable year.

2.4.7                         Tax Credits .  Any tax credits or other municipal, county, or state incentives received as part of the Governmental Incentives (as defined in Section 11.24) or similar incentives shall inure to the benefit of the Tenant.

2.5                                  ELECTRICITY.  Commencing upon the Phase I Commencement Date, Tenant shall pay for all costs and fees incurred in connection with the provision and use of electricity at the Building, including, without limitation, the parking areas therefor, as separately metered in Tenant’s name.

2.6                                  OPERATING EXPENSES.

2.6.1                         Tenant Operating Expenses .  Except as otherwise expressly set forth in this Lease, from and after the Phase I Commencement Date, Tenant shall be solely responsible, at Tenant’s sole cost and expense, for the maintenance, operation, repair, replacement (regardless of whether such replacement is required under any Applicable Law that was not in effect or not applicable to the Premises or the Park on the Phase I Commencement Date) and administration of the Building and the Property, including, without limitation: (i) water, sewer, gas, and other utility charges (including electricity charges, as provided above) for the Building and the Property; and (ii) window washing, janitorial services (to be provided in the manner that such services are customarily furnished in comparable office buildings in the area), rest room supplies and other maintenance expenses in connection with the Building (collectively, the “ Tenant Operating Expenses ”).  It is understood that Tenant may desire, at some point during the Term, to maintain all or portions of the Building Systems (as defined in Section 7.1) in lieu of Landlord providing such services pursuant to Section 7.1 of this Lease.  In such event, Landlord and Tenant shall negotiate in good faith regarding (i) the Buildings Systems to be maintained by Tenant and the reasonable performance standards relating thereto, (ii) the timing of any such transition of maintenance obligations, and (iii) the reasonable and appropriate adjustments of the operating expense and maintenance provisions of this Lease.

2.6.2                         Landlord Operating Expenses .  In addition, Tenant shall be responsible to reimburse and/or pay Landlord for the following expenses: (i) insurance that the Landlord is obligated or permitted to obtain under this Lease and any deductible amount applicable to any claim made by the Landlord under such insurance; (ii) ninety percent (90%) of Landlord’s equitable allocation to the Building (which allocation is based upon the duties associated with a “full service” lease) of wages and benefits payable to those employees of Landlord and Landlord’s property manager whose duties are directly connected with the property management of the Building or the Property, including, without limitation, the operation and maintenance thereof, which allocation shall not exceed $0.40 per rentable square foot of the Building for calendar year 2008; (iii) the dues and assessments under any applicable deed restrictions or declarations of covenants and conditions; (iv) landscaping, ground maintenance and pest control for the Building and the Property; and (v)  a management fee equal to three percent (3%) of the

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annual Rent for the Building (collectively, the “ Landlord Operating Expenses ”).  Additionally, the cost of Landlord’s Maintenance Obligations (as defined in Section 7.1) (excluding any costs for capital improvements) shall also be included in Landlord Operating Expenses.

2.6.3                         Payment of Landlord Operating Expenses .  In addition to the payment of Base Rent, commencing on the Phase I Commencement Date, Tenant shall pay one hundred percent (100%) of the Landlord Operating Expenses to Landlord.  On or before March 31st of each calendar year, Landlord shall provide a good faith estimate of the Landlord Operating Expenses for that calendar year (the “ Estimate Statement ”).  Tenant shall remit monthly one-twelfth (1/12 ^th ) of the amount set forth in the Estimate Statement (the “ Estimated Payment ”) as Additional Rent together with its payments of Base Rent; provided that Landlord may invoice Tenant retroactively for the months of January through the month of issuance of the Estimate Statement.  On or before March 31 ^st of each calendar year, Landlord shall send a statement to Tenant detailing all actual Landlord Operating Expenses for the prior calendar year (the “ Landlord Operating Expense Statement ”).  If the Landlord Operating Expense Statement indicates that the total Estimated Payments made by Tenant during the preceding year exceeded the actual Landlord Operating Expenses for such year, then, at Landlord’s option (except upon the expiration of the Term, whereupon a refund shall automatically be given, if applicable), Tenant shall be given either: (i) a credit against its next due Estimated Payment, or (ii) a refund, in the amount of the difference between the Estimated Payments made in the preceding year and the actual Landlord Operating Expenses for such year.  If the Landlord Operating Expense Statement indicates that the actual Landlord Operating Expenses exceeded the Estimated Payments, then Tenant shall remit the difference to Landlord as Additional Rent within thirty (30) days after Tenant’s receipt of the applicable Landlord Operating Expense Statement.  Landlord’s failure to provide a statement shall not prejudice Landlord’s right to collect a shortfall or Tenant’s right to receive a credit or refund for over payments.  Any obligation of Landlord or Tenant to remit any overpayment or underpayment pursuant to this Section shall survive the expiration of the Term or earlier termination of this Lease.

3.0                                  USE OF PROPERTY.

3.1                                  PERMITTED USES.  Tenant may use the Premises only for the following Permitted Use: general office (which includes, but is not limited to, use of the Premises as a call, technology and operations center), unless Landlord gives written consent in advance of any other use of the Premises, which consent may be withheld in Landlord’s sole discretion.  Landlord represents that, to the best of its knowledge, the Applicable Laws permit the Premises to be used for the Permitted Use.  Tenant shall not create a nuisance or use the Premises for any illegal or immoral purpose.

3.2                                  COMPLIANCE WITH LAWS.  During the Term, Tenant shall comply with all federal, state and local laws, ordinances, building codes, and rules and regulations of governmental entities having jurisdiction over the Property and/or the Building, including but not limited to the Board of Fire Underwriters and the Americans with Disabilities Act (the “ ADA ”) and all regulations and orders promulgated pursuant to the ADA (collectively, “ Applicable

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Laws ”) , and shall promptly comply with all governmental orders and directives for the correction, prevention, and abatement of any violation of Applicable Laws in, upon, or connected with the Property and/or the Building, all at Tenant’s sole expense.  Tenant warrants that all improvements or alterations of the Premises made by Tenant or Tenant’s employees, agents or contractors, either prior to Tenant’s occupancy of the Premises or during the Term, will comply with all Applicable Laws.  Tenant will procure at its own expense all permits and licenses required for the transaction of its business in the Premises.  In addition, Tenant warrants that its use of the Premises will be in strict compliance with all Applicable Laws.  During the Term, Tenant shall, at its sole cost and expense, make any modifications to the Premises, the Building and/or the Property that may be required pursuant to any Applicable Laws.  Notwithstanding the foregoing to the contrary, Landlord shall be solely responsible, at Landlord’s expense, for making any modifications to the Premises, the Building and/or the Property required as a result of Landlord’s failure to comply with Applicable Laws in connection with Landlord’s obligations under the Work Letter.

3.3                                  HAZARDOUS MATERIAL.  T hroughout the Term, Tenant will prevent the presence, use, generation, release, discharge, storage, disposal, or transportation of any Hazardous Materials (as hereinafter defined) on, under, in, above, to, or from the Premises, except that Hazardous Materials may be used in the Premises as necessary for the customary maintenance of the Premises provided that same are used, stored and disposed of in strict compliance with Applicable Laws.  For purposes of this provision, the term “ Hazardous Materials ” will mean and refer to any wastes, materials, or other substances of any kind or character that are or become regulated as hazardous or toxic waste or substances, or which require special handling or treatment, under any Applicable Laws.

If Tenant’s activities at the Premises or Tenant’s use of the Premises (a) result in a release of Hazardous Materials that is not in compliance with Applicable Laws or permits issued thereunder; (b) gives rise to any claim or requires a response under Applicable Laws or permits issued thereunder; (c) causes a significant public health effect; or (d) creates a nuisance, then Tenant shall, at its sole cost and expense:  (i) immediately provide verbal notice thereof to Landlord as well as notice to Landlord in the manner required by this Lease, which notice shall identify the Hazardous Materials involved and the emergency procedures taken or to be taken; and (ii) promptly take all action in response to such situation required by Applicable Laws, provided that Tenant shall first obtain Landlord’s approval of the non-emergency remediation plan to be undertaken.

Tenant shall at all times indemnify and hold harmless Landlord against and from any and all claims, suits, actions, debts, damages, costs, losses, obligations, judgments, charges and expenses (including reasonable attorneys’ fees) of any nature whatsoever suffered or incurred by Landlord to the extent they were caused by the following activities of Tenant at the Building and/or the Property during the Term of this Lease and arise from events or conditions which came into existence after the Phase I Commencement Date:  (i) any release, threatened release, or disposal of any Hazardous Materials at the Building and/or the Property, or (ii) the violation of any Applicable Laws at the Building and/or the Property, pertaining to protection of the environment, public health and safety, air emissions, water discharges, hazardous or toxic substances, solid or hazardous wastes or occupational health and safety.

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3.4                                  SIGNS AND AUCTIONS.  Subject to the following provisions of this paragraph, Tenant shall be entitled to two (2) signs on the exterior façade of the Building, and one (1) monument sign outside of the Building.  Prior to installation of the signs, Tenant shall submit a drawing of the proposed signs, which shall detail the size, color, design, lighting and method of attachment to the Building, to Landlord for approval, which shall not be unreasonably withheld.  After Landlord has approved Tenant’s signs, Tenant shall cause the signs to be manufactured at its sole expense.  Landlord shall arrange for installation of the signs, at Tenant’s expense, with the exact placement of the signs subject to Landlord’s prior approval, which shall not be unreasonably withheld.  Tenant shall not place any other signs on the Building or Park except with the prior written consent of the Landlord, including consent as to location and design, which may be withheld in Landlord’s sole discretion.  Any and all such approved signs shall be installed and shall be maintained by Tenant, at its sole cost and expense and shall be in compliance with the Rules and Regulations and all Applicable Laws.  Tenant shall be responsible to Landlord for the installation, use, or maintenance of all signs and any damage caused thereby.  Tenant agrees to remove all signs prior to termination of the Lease and upon such removal to repair all damage incident to such removal.  Landlord shall, at Landlord’s expense, install directional and building identification signs at the entrances to the Property.

3.5                                  ACCESS.

3.5.1                         Landlord’s Access .  Landlord shall be entitled at all reasonable times and upon reasonable notice to enter the Premises to examine them and to make such repairs, alterations, or improvements thereto as Landlord is required by this Lease to make or which Landlord considers necessary.  Tenant shall not unduly obstruct any pipes, conduits, or mechanical or other electrical equipment so as to prevent reasonable access thereto.  Landlord shall exercise its rights under this section, to the extent possible in the circumstances, in such manner so as to minimize interference with Tenant’s use and enjoyment of the Premises.  Landlord and its agents have the right to enter the Premises at all reasonable times and upon reasonable notice to show them to prospective purchasers, lenders, or anyone having a prospective interest in the Building, and, during the last six months of the Term or any renewal thereof, to show them to prospective tenants.  Landlord will have the right at all times to enter the Premises without prior notice to Tenant in the event of an emergency affecting the Premises.

3.5.2                         Tenant’s Access .  Tenant shall have access to the Premises twenty-four (24) hours per day, seven (7) days per week, 365 days per year, subject to Applicable Laws.

3.6                                  QUIET POSSESSION.  If Tenant pays all Rent and fully performs all of its obligations under this Lease, Tenant shall be entitled to peaceful and quiet enjoyment of the Premises for the Term without interruption or interference by Landlord or any person claiming through Landlord.

3.7                                  INTENTIONALLY DELETED.

3.8                                  PARKING.  Tenant shall have the right to use 515 parking spaces associated with the Building, as shown on attached Exhibit A-1 .  Additionally, commencing on the Phase II

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Commencement Date, Tenant shall have the right to use up to an additional 105 parking spaces adjacent to Flagler Center 300, in the location depicted on attached Exhibit A-1 .  Alternatively, if Nuvell Financial Services Corp. does not renew its lease of Lakeside Four prior to the expiration thereof in September 2009, Tenant shall have the option of using up to 105 parking spaces adjacent to Lakeside Four, in the location depicted on attached Exhibit A-1 , in lieu of using the parking spaces associated with Flagler Center 300. All motor vehicles (including all contents thereof) shall be parked in such spaces at the sole risk of Tenant, its employees, agents, invitees and licensees, it being expressly agreed and understood that Landlord has no duty to insure any of said motor vehicles (including the contents thereof), and that Landlord is not responsible for the protection and security of such vehicles, or the contents thereof.

3.9                                  RULES AND REGULATIONS.  Tenant shall observe all reasonable rules and regulations established by Landlord from time to time for the Building.  The rules and regulations in effect as of the date hereof are attached to and made a part of this Lease as Exhibit B .  Landlord will have the right at all times to change and amend the rules and regulations in any reasonable manner as it may deem advisable for the safety, care and operation or use of the Park or the Premises.

3.10                            INSTALLATION OF GENERATOR.  Tenant shall have the right to install, at Tenant’s sole cost and expense, a generator for Tenant’s exclusive use in the location specified on Exhibit A-2 attached hereto.  The size and type of the generator shall be subject to Landlord’s prior written approval, which shall not be unreasonably withheld.  Tenant shall be responsible for installation of all necessary equipment associated with the generator as well as any screening required by Landlord, Applicable Laws or covenants and restrictions of record. Landlord shall have the right to require and approve screening for such generator, but such approval shall not be deemed to be a representation or warranty that the screening complies with Applicable Law or covenants and restrictions of record.   Tenant shall operate, maintain and repair the generator, at Tenant’s sole expense, in a fully operable condition and in compliance with the manufacturer’s specifications and all Applicable Laws.  In the event that any modification to the area in which the generator is installed, including screening thereof, is at any time required by any Applicable Law or any covenant or restriction of record, Tenant shall commence such modification within thirty (30) days after receipt of notice thereof from Landlord or any governmental agency and shall diligently pursue such modification to completion.  If Tenant fails to commence such modification with such thirty (30) day period or diligently pursue such modification to completion, Landlord shall be entitled to make such modifications and charge the amount of such modifications to Tenant as Additional Rent.  Tenant shall be responsible for the cost of any electricity used by the generator or its associated equipment.  On or before the final day of the Term, Tenant shall remove the generator and its associated equipment from the Property and repair any damage caused thereby.  Tenant hereby agrees to indemnify, defend and hold Landlord harmless for any and all liabilities, claims, damages, injuries or losses, including, without limitation, all costs, expenses, court costs and reasonable attorney’s fees imposed on Landlord by any person whomsoever caused by or resulting from the installation, operation, maintenance, removal or repair of the generator or associated equipment, except for any such liability, claim, damage, injury or loss caused by Landlord, its employees, agents or contractors.

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4.0                                  TENANT ALTERATIONS AND IMPROVEMENTS.

4.1                                  TENANT IMPROVEMENTS.  Landlord shall construct the Tenant Improvements in accordance with the terms of Exhibit D attached hereto (the “ Work Letter ”).  If any improvements, modifications or alterations, beyond those specified in the Work Letter, are required for Tenant’s occupancy of the Premises, Tenant will be solely responsible for all associated expenses.  After the Phase I Commencement Date, if any improvements, modifications or alterations are required by any governmental body or due to any Applicable Law as a result of Tenant’s use of the Premises, Tenant will be solely responsible for all associated costs.

4.2                                  TENANT ALTERATIONS.  Tenant will not make or allow to be made any alterations in or to the Premises without first obtaining the written consent of Landlord, which consent may be granted or withheld in Landlord’s reasonable discretion; provided, however, that Landlord’s consent shall not be required for interior, nonstructural alterations which do not impact the Building Systems and which cost less than $150,000.00 in the aggregate to perform each alteration project, but Tenant shall notify Landlord of any such interior, nonstructural alterations.  For alterations that require Landlord’s consent, Landlord shall have ten (10) business days within which to review any submission by Tenant to Landlord of the plans and specifications therefor.  Landlord may require Tenant to provide demolition and/or lien and completion bonds in form and amount satisfactory to Landlord.  All Tenant alterations will be accomplished in a good and workmanlike manner at Tenant’s sole expense, in conformity with all Applicable Laws by a licensed and bonded contractor approved in advance by Landlord, such approval of contractor not to be unreasonably withheld or delayed.  All contractors performing alterations in the Premises shall carry workers’ compensation insurance, commercial general liability insurance, automobile insurance and excess liability insurance in amounts reasonably acceptable to Landlord and shall deliver a certificate of insurance evidencing such coverages to Landlord prior to commencing work in the Premises.  Upon completion of any such work, Tenant shall provide Landlord with “as built” plans, copies of all construction contracts, and proof of payment for all labor and materials.  Any Tenant alterations to the Premises made by or installed by either party hereto will remain upon and be surrendered with the Premises and become the property of Landlord upon the expiration or earlier termination of this Lease without credit to Tenant; provided, however, Landlord, at it option, may require Tenant to remove any additions and/or repair any alterations to restore the Premises to the condition existing at the time Tenant took possession, with all costs of removal, repair, restoration, or alterations to be borne by Tenant.  This clause will not apply to moveable equipment, furniture or moveable trade fixtures owned by Tenant, which may be removed by Tenant at the end of the Lease Term if Tenant is not then in default and if such equipment and furniture are not then subject to any other rights, liens and interests of Landlord.  Tenant will have no authority or power, express or implied, to create or cause any construction lien or mechanics’ or materialmen’s lien or claim of any kind against the Premises, the Park or any portion thereof.  Tenant will promptly cause any such liens or claims to be released by payment, bonding or otherwise within thirty (30) days after request by Landlord, and will indemnify Landlord against losses arising out of any such claim including, without limitation, legal fees and court costs.  NOTICE IS HEREBY GIVEN THAT LANDLORD WILL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIAL FURNISHED OR TO BE FURNISHED TO TENANT, OR

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TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS WILL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES.  TENANT WILL DISCLOSE THE FOREGOING PROVISIONS TO ANY CONTRACTOR ENGAGED BY TENANT PROVIDING LABOR, SERVICES OR MATERIAL TO THE PREMISES.

5.0                                  INSURANCE AND INDEMNITY.

5.1                                  TENANT’S INSURANCE.

5.1.1.                      Tenant will throughout the Term (and any other period when Tenant is in possession of the Premises) carry and maintain, at its sole cost and expense, the following types of insurance, which shall provide coverage on an occurrence basis, with respect to the Premises, in the amounts specified with deductible amounts reasonably satisfactory to Landlord:

(a)                                   Commercial General Liability Insurance .  Commercial general liability (“ CGL ”) insurance covering claims arising from personal injury, death and property damage occurring in or about the Premises, the Building and the Common Areas with minimum limits of $1,000,000.00 per occurrence and $2,000,000.00 general aggregate.  The CGL policy shall include contractual liability coverage of all liabilities arising pursuant to the Lease.

(b)                                  Comprehensive Automobile Liability Insurance .  Comprehensive automobile liability insurance with a limit of not less than $1,000,000.00 per occurrence for bodily injury, $500,000.00 per person and $100,000.00 property damage or a combined single limit of $1,000,000 for both owned and non-owned vehicles.

(c)                                   Excess Liability Insurance .  Tenant shall also carry and maintain excess liability insurance with a limit of not less than $3,000,000.00 per occurrence.

(d)                                  Property Insurance .  Insurance of personal property, decorations, trade fixtures, furnishings, equipment, alterations, leasehold improvements and betterments made by Tenant on a replacement cost basis, with coverage equal to not less than ninety percent (90%) of the full replacement value of all insured property.  In the event any casualty occurs, Tenant agrees to pay the difference between the insurance coverage required to be maintained by this subparagraph 5.1(d) and an insurance policy offering coverage of one hundred percent (100%) of the full replacement value of the insured property.  Tenant’s policy will also include business interruption/extra expense coverage in sufficient amounts.

(e)                                   Workers’ Compensation and Employers’ Liability Insurance .  Workers’ Compensation Insurance covering all employees of Tenant, as required by the laws of the State of Florida, and Employers’ Liability coverage subject to a limit of no less than $500,000 for bodily injury by accident per accident/$500,000 for bodily injury by disease per employee/$1,000,000 for bodily injury by disease policy limit.

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5.1.2                         Policy Form .  All policies referred to above shall:  (i) be taken out with insurers licensed to do business in Florida having an A.M Best’s rating of A-, Class IX, or otherwise approved in advance by Landlord; (ii) name Landlord and Landlord’s property manager as additional insureds; (iii) be non-contributing with, and shall apply only as primary and not as excess to any other insurance available to the Landlord or any mortgagee of Landlord; and (iv) contain an obligation of the insurers to notify the Landlord by certified mail not less than thirty (30) days prior to any material change, cancellation, or termination of any such policy.  Certificates of insurance on Acord Form 25-S on or before the Phase I Commencement Date and thereafter at times of renewal or changes in coverage or insurer, and if required by a mortgagee, copies of such insurance policies certified by an authorized officer of Tenant’s insurer as being complete and current, shall be delivered to the Landlord promptly upon request.  If (a) the Tenant fails to take out or to keep in force any insurance referred to in this Section 5.1, or should any such insurance not be approved by either the Landlord or any mortgagee, and (b) the Tenant does not commence and continue to diligently cure such default within forty-eight (48) hours after written notice by the Landlord to Tenant specifying the nature of such default, then the Landlord has the right, without assuming any obligation in connection therewith, to procure such insurance at the sole cost of the Tenant, and all outlays by the Landlord shall be paid by the Tenant to the Landlord without prejudice to any other rights or remedies of the Landlord under this Lease.  The Tenant shall not keep or use in the Premises any article that may be prohibited by any fire or casualty insurance policy in force from time to time covering the Building.

5.2                                  LANDLORD’S INSURANCE.  During the Term, Landlord will carry and maintain the following types of insurance: (i) property insurance on the Building covering “All Risks” perils in an amount equal to the full replacement cost of the Building (excluding any property with respect to which the Tenant and other tenants are obliged to insure pursuant to Section 5.1 or similar sections of their respective leases); and (ii) commercial general liability insurance with respect to the Landlord’s operations in the Park

5.3                                  RELEASE AND WAIVER OF SUBROGATION RIGHTS.  The parties hereto, for themselves and anyone claiming through or under them, hereby release and waive any and all rights of recovery, claim, action or cause of action, against each other, their respective agents, directors, officers and employees, for any loss or damage to all property, whether real, personal or mixed, located in the Building, by reason of any cause against which the releasing party is actually insured or, regardless of the releasing party’s actual insurance coverage, against which the releasing party is required to be insured pursuant to the provisions of Sections 5.1 or 5.2.  This mutual release and waiver shall apply regardless of the cause or origin of the loss or damage, including negligence of the parties hereto, their respective agents and employees except that it shall not apply to willful conduct.  Each party agrees to provide the other with reasonable evidence of its insurance carrier’s consent to such waiver of subrogation upon request.  This Section 5.3 supersedes any provision to the contrary which may be contained in this Lease.

5.4                                  INDEMNIFICATION OF THE PARTIES.

5.4.1                         Tenant’s Indemnity .  Tenant hereby agrees to indemnify, defend and hold harmless Landlord from and against any and all liability for any loss, injury or damage, including,

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without limitation, consequential damage including, without limitation, all costs, expenses, court costs and reasonable attorneys’ fees, imposed on Landlord by any person whomsoever that occurs (i) in the Premises, except for any such loss, injury or damage that is caused by or results from the gross negligence or willful misconduct of Landlord, its employees or agents; or (ii) anywhere in the Park outside of the Premises as a result of the negligence or willful misconduct of Tenant, its employees, agents or contractors.

5.4.2                         Landlord’s Indemnity .  Landlord hereby indemnifies Tenant from, and agrees to hold Tenant harmless against, any and all liability for any loss, injury or damage, including, without limitation, all costs, expenses, court costs and reasonable attorneys’ fees, imposed on Tenant by any person whomsoever, that occurs in the Building or anywhere on the Park and that is caused by or results from the negligence or willful misconduct of Landlord or its employees or agents except that Landlord shall only be obligated to indemnify Tenant for damages arising from Landlord’s negligence or willful misconduct in the Premises .

The provisions of this Section 5.4 shall survive the expiration or earlier termination of this Lease.

6.                                        DAMAGE, DESTRUCTION AND CONDEMNATION

6.1                                  DESTRUCTION OR DAMAGE TO PREMISES.  If the Premises are at any time damaged or destroyed in whole or in part by fire, casualty or other causes, Landlord shall have sixty (60) days from such damage or destruction to determine and inform Tenant whether Landlord will restore the Premises to substantially the condition that existed immediately prior to the occurrence of the casualty.  If Landlord elects to rebuild, Landlord shall complete such repairs to the extent of insurance proceeds within one hundred and eighty (180) days from the end of the sixty (60) day period.  If such repairs have not been completed within that 180-day period, and Tenant desires to terminate the Lease as a result thereof, then Tenant must notify Landlord prior to Landlord’s completion of the repairs of Tenant’s intention to terminate this Lease.  Landlord shall then have ten (10) days after Landlord’s receipt of written notice of Tenant’s election to terminate to complete such repairs (as evidenced by a certificate of completion).  If Landlord does complete such repairs prior to the expiration of such ten-day cure period, Tenant shall have no such right to terminate this Lease.  Tenant shall, upon substantial completion by Landlord, promptly and diligently, and at its sole cost and expense, repair and restore any improvements to the Premises made by Tenant to the condition which existed immediately prior to the occurrence of the casualty.  If, in Landlord’s reasonable estimation, the Premises cannot be restored within two hundred forty (240) days of such damage or destruction, then either Landlord or Tenant may terminate this Lease as of a date specified in such notice, which date shall not be less than thirty (30) nor more than sixty (60) days after the date such notice is given.  Until the restoration of the Premises is complete, ther