EX-10.45 ASSIGNMENT AND ASSUMPTION OF LEASE

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Exhibit 10.45

ASSIGNMENT AND ASSUMPTION OF LEASE AND
THIRD AMENDMENT TO LEASE AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION OF LEASE AND THIRD AMENDMENT TO LEASE AGREEMENT
(the "Third Amendment") is made and entered into as of 30th day of November,
2004, by and between Highwoods Non-Orlando, LLC, as trustee under an unrecorded
land trust agreement, dated as of October 9, 2000, known as Tampa Properties
Trust, by Highwoods Realty Limited Partnership as property manager, having an
office at 3111 W. Dr. Martin Luther King, Jr. Boulevard, Suite 300, Tampa,
Florida 33607, as successor in interest to Highwoods/Florida Holdings, L.P.
("Landlords") CompBenefits Corporation ("Assignor"), and CompBenefits Dental and
Vision Company, a Florida corporation ("Assignee" or "Tenant").

WITNESSETH

A. Landlord and Assignor entered into a Lease Agreement (the "Original Lease")
dated June 8, 1994, subsequently modified and amended by a certain First
Amendment to Lease Agreement dated December 3, 1998, and by a certain
Second Amendment to Lease Agreement dated August 31, 2001 (such documents
are collectively hereinafter referred to as the "Lease") and relating to
certain premises (the "Premises") in the building known as Tower Place,
having a street address of 1511 N. Westshore Boulevard, Tampa, Florida
33607 (the "Building").

B. Assignor desires to amend the Lease to, among other things, extend the term
of the Lease until December 31, 2009, as to a portion of the Premises, and
to assign its interest in and to the Lease and the Premises to Assignee.
Landlord has agreed to consent to this amendment and assignment on the
terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the following provisions and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:

1. Recitals. The recitals set forth hereinabove are true and correct, and such
recitals and the Lease are incorporated herein by this reference.

2. Assignment and Assumption of Lease. (a) Assignor does hereby assign, transfer
and set over unto Assignee all of its right, title and interest in and to the
Lease and the Premises subject to the rental, terms, covenants and conditions
thereof. Assignor represents, warrants and covenants with respect to the Lease:

(i) that the Lease is valid and in full force and effect;

(ii) that Assignor has the full right, power and authority to assign
the Lease and has made no prior assignment thereof; and

(iii) that Assignor shall indemnify and hold Assignee harmless with
respect to the Lease insofar as any default, claim, liability, event or
occurrence taking place prior to the date hereof is concerned.

(b) Assignee does hereby acknowledge receipt of the Lease and does hereby
accept and assume full responsibility, including direct performance, of all of
Assignor's duties and obligations thereunder from and after the date hereof with
respect thereto, and Assignee agrees to indemnify and hold Assignor harmless
with respect thereto insofar as any default, claim, liability, event or
occurrence hereafter taking place is concerned. Simultaneously herewith,
Assignor has entered into that certain Guaranty whereby Assignor guarantees
Assignee's obligations under the Lease, and Landlord does hereby release
Assignor from all obligations under the Lease arising from and after the date of
this Third Amendment, but Assignor shall remain liable for any default, claim,
liability, event or occurrence arising prior to the date of this Third
Amendment.

3. Leased Premises. Assignor currently leases Suites 610 and 620 on the sixth
floor of the Building, Suite 870 on the eighth floor of the Building, and Suite
1000 on the tenth floor, consisting in the aggregate of 24,886 rentable square
feet. Effective April 1, 2005, Suites 610 and 620 will be reduced by 1,573
rentable square feet (the "Teague Space") by virtue of the exercise of an
option as to such space by Joe P. Teague, an adjacent tenant ("Teague") as shown
on Exhibit A, Suites 610 and 620, as reconfigured and reduced, together with
Suite 1000 as shown on Exhibit A (con't), consist in the aggregate of 18,451
rentable square feet and are sometimes hereinafter referred to collectively as
the "Extension

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Premises." Suite 870, which is currently subleased to John Hancock Life
Insurance Company, consists of 4,862 rentable square feet. Landlord does hereby
ratify and affirm its consent to the sublease.

4. Term. The Lease Term for Suites 610, 620, and 1000 is currently scheduled to
terminate at midnight, December 31, 2004. The Lease Term for the Extension
Premises is hereby extended and shall expire at midnight, December 31, 2009 (the
"Extension Expiration Date"). Assignee shall continue to have the use of the
Teague Space until the earlier of March 31, 2005, or such time as the Work
defined in Lease Addendum Number One hereof has been completed and the Teague
Space delivered to Teague such use to be free of rent but otherwise subject to
the terms of the Lease. The period from January 1, 2005 (the "Extension
Commencement Date") to the Extension Expiration Date shall hereinafter be
referred to as the "Extended Term." The Lease Term for Suite 870 terminates at
midnight, February 28, 2007, and is unaffected by this Third Amendment.

5. Rent. Base Rent for the Extension Premises for the Extended Term shall total
$2,024,997.35, and has been determined as follows:

<TABLE>
<CAPTION>
Area Rate per Monthly Annual
Period Leased Sq. Ft. Base Rent Base Rent
------ ------ -------- ---------- -------------
<S> <C> <C> <C> <C>
1/1/05 - 1/31/05 18,451 $ 0 $ 0 $ 0
2/1/05 - 12/31/05 18,451 $21.00 $32,289.25 $ 355,181.75
1/1/06 - 12/31/06 18,451 $21.63 $33,257.93 $ 399,095.16
1/1/07 - 12/31/07 18,451 $22.28 $34,257.36 $ 411,088.32
1/1/08 - 12/31/08 18,451 $22.95 $35,287.54 $ 423,450.48
1/1/09 - 12/31/09 18,451 $23.64 $36,348.47 $ 436,181.64
Total: $2,024,997.35
</TABLE>

Base Rent for Suite 870 shall remain unchanged, and as of January 1, 2005, shall
be as follows:

<TABLE>
<CAPTION>
Area Rate per Monthly Annual
Period Leased Sq. Ft. Base Rent Base Rent
------ ------ -------- ---------- -----------
<S> <C> <C> <C> <C>
1/1/05 - 2/28/05 4,862 $23.24 $ 9,416.07 $112,992.88
3/1/05 - 2/28/06 4,862 $24.04 $ 9,740.21 $116,882.48
3/1/06 - 2/28/07 4,862 $24.76 $10,031.93 $120,383.12
Total: $350,258.48
</TABLE>

The above amounts do not include applicable Florida State sales and use taxes,
which taxes shall be paid by Assignee with each payment of Base Rent.

6. Tenant Improvements. Landlord shall provide Assignee with a tenant
improvement allowance of $13.00 per rentable square foot of the Extension
Premises (the "Allowance"). The Allowance and construction of tenant
improvements shall be governed by the terms of Lease Addendum Number One
attached hereto as a part hereof.

7. Additional Rent. During the Extended Term, Assignee's contribution toward
Real Estate Taxes, Operating Expenses and utilities as to the Extension Premises
shall be based upon Assignee's prorata share that exceeds the estimated tax and
Operating Expenses for the year 2005, and shall be governed by the provisions of
Lease Addendum Number Two attached hereto as a part hereof. Assignee's
contribution toward Real Estate Taxes, Operating Expenses and utilities as to
Suite 870 shall remain unchanged.

8. Renewal Option. Effective as of the end of the Extended Term, Assignee shall
have the right and option to renew the Lease as to the Extension Premises for
two additional periods of five (5) years each on the terms set forth in Lease
Addendum Number Three attached hereto as a part hereof. Assignee shall have no
right to extend the Lease Term as to Suite 870.

9. Right of First Offering. Subject to existing Tenant's rights, Assignee shall
have a continuing right of first offering to lease (at Assignee's option) all
adjacent space on the sixth floor of the Building when such space becomes
available for lease. Landlord shall provide written notice prior to offering for
lease such vacant space or space that will become available. Assignee shall then
have five (5) business days within which to accept such space and fifteen (15)
days within which to enter into a signed amendment to lease. Landlord's notice
will include the proposed rental terms for such space. Rental rate and other
Landlord concessions contained in the offering will be consistent with those
then

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offered on similar space in other Class A office buildings in the Westshore
Business District. Assignee and Landlord acknowledge that the existing tenant(s)
currently under lease on the sixth (6th) floor of the Building have renewal
rights and Assignee's rights under this Right of First Offering shall be subject
to those rights.

10. Assignment and Subletting.

a. Landlord Consent. Assignee may not assign or encumber this Lease or its
interest in the Premises or any portion thereof arising under this Lease, and
may not sublet all or any part of the Premises without first obtaining the
written consent of Landlord, which consent shall not be unreasonably withheld,
conditioned or delayed. Factors in addition to the ones contained in Section 10
of the Original Lease that Landlord may consider in deciding whether to consent
to an assignment or sublease include (without limitation), (i) the
creditworthiness of the assignee, (ii) the proposed use of the Premises, (iii)
whether the assignee or sublessee will vacate other space owned in the Building,
(iv) whether Landlord is negotiating with the proposed sublessee or assignee for
a lease of other space in the Building unless such negotiation does not result
in an executed lease within twelve (12) months after the date the space was
offered to the proposed sublessee or assignee (for purposes of this Section
10(a)(iv), the terms "negotiation" or "negotiating" shall mean that Landlord and
the proposed assignee or sublessee shall have exchanged at least one offer and
counteroffer regarding such leasing), and (v) any non-standard renovations to
the Premises or special services required by the assignee or sublessee. Landlord
will not consent to an assignment or sublease that might result in a use that
conflicts with the rights of any existing tenant. One consent shall not be the
basis for any further consent.

b. Definition of Assignment. For the purpose of this Section 10, the word
"assignment" shall be defined and deemed to include the following: (i) if
Assignee is a partnership, the withdrawal or change, whether voluntary,
involuntary or by operation of law, of partners owning thirty percent (30%) or
more of the partnership, or the dissolution of the partnership; (ii) if Assignee
consists of more than one person, an assignment, whether voluntary, involuntary,
or by operation of law, by one person to one of the other persons that is an
Assignee; (iii) if Assignee is a corporation, any dissolution or reorganization
of Assignee, or the sale or other transfer of a controlling percentage
(hereafter defined) of capital stock of Assignee other than to an affiliate or
subsidiary or the sale of fifty-one percent (51%) in value of the assets of
Assignee; (iv) if Assignee is a limited liability company, the change of members
whose interest in the company is fifty percent (50%) or more. The phrase
"controlling percentage" means the ownership of, and the right to vote, stock
possessing at least fifty-one percent (51%) of the total combined voting power
of all classes of Assignee's capital stock issued, outstanding and entitled to
vote for the election of directors, or such lesser percentage as is required to
provide actual control over the affairs of the corporation; except that, if the
Assignee is a publicly traded company, public trades or sales of the Assignee's
stock on a national stock exchange shall not be considered an assignment
hereunder even if the aggregate of the trades of sales exceeds fifty percent
(50%) of the capital stock of the company.

c. Permitted Assignments/Subleases. Notwithstanding the foregoing, Assignee
may assign this Lease or sublease part or all of the Premises without Landlord's
consent to: (i) any corporation, limited liability company, or partnership that
controls, is controlled by, or is under common control with, Assignee as of the
date of this Third Amendment; or (ii) any corporation or limited liability
company resulting from the merger or consolidation with Assignee or to any
entity that acquires all of Assignee's assets as a going concern of the business
that is being conducted on the Premises; provided however, the assignor remains
liable under the Lease and the assignee or sublessee is a bona fide entity and
assumes the obligations of Assignee, is as creditworthy as the Assignee, and
continues the same Permitted Use as provided hereunder.

d. Notice to Landlord. Landlord must be given prior written notice of every
assignment or subletting, and failure to do so shall be a default hereunder.

e. Prohibited Assignments/Subleases. In no event shall this Lease be
assignable by operation of any law, and Assignee's rights hereunder may not
become, and shall not be listed by Assignee as an asset under any bankruptcy,
insolvency or reorganization proceedings. Acceptance of Rent by Landlord after
any non-permitted assignment or sublease shall not constitute approval thereof
by Landlord.

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f. Limitation on Rights of Assignee/Sublessee. Any sublease for which
Landlord's consent is required shall not include the right to exercise any
options to renew the Lease Term, expand the Premises, cancel the Lease, or
similar options, unless specifically provided for in the consent.

g. Assignee. Not Released. No assignment or sublease shall release Assignee
of any of its obligations under this Lease.

h. Landlord's Right to Collect Sublease Rents upon Assignee Default. If the
Extension Premises (or any portion) is sublet and Assignee defaults under its
obligations to Landlord, then Landlord is authorized, at its option, to collect
all sublease rents directly from the sublessee. Assignee hereby assigns the
right to collect the sublease rents to Landlord in the event of Assignee
default. The collection of sublease rents by Landlord shall not relieve Assignee
of its obligations under this Lease, nor shall it create a contractual
relationship between sublessee and Landlord or give sublessee any greater estate
or right to the Premises than contained in its sublease.

i. Excess Rents. If Assignee, assigns this Lease or subleases all or part
of the Premises at a rental rate that exceeds the rentals paid to Landlord, then
one-half (1/2) of any such excess rent actually received by Assignee (net of
brokerage commissions, improvement allowances, rental abatements and other
incentives, and other transaction costs) shall be paid over to Landlord by
Assignee.

j. Landlord's Fees. Assignee shall pay Landlord an administration fee of
$500.00 per assignment or sublease transaction for which consent is required.

k. Unauthorized Assignment or Sublease. Any unauthorized assignment or
sublease shall constitute a default under the terms of this Lease and, at the
option of Landlord, shall be void.

11. Non-Disturbance. After this Third Amendment is fully executed, Landlord
agrees to use reasonable efforts to obtain a non-disturbance agreement from the
present mortgagee of the real property and/or the Building on such mortgagee's
standard form for such purposes, however, such efforts shall not require
Landlord to commence litigation nor to expend any costs or expenses, including
attorneys' fees in doing so, unless such costs and expenses are paid by
Assignee.

12. Signage. Except as expressly provided in this Section 12. Assignee may not
erect, install or display any sign or advertising material upon the exterior of
the Building or Premises (including any exterior doors, walls or windows)
without the prior written consent of Landlord, which consent may be withheld in
Landlord's sole discretion. All door, directory and other signage provided for
herein shall be provided and installed by the Landlord in accordance with
building standards at Assignee's expense. Notwithstanding the foregoing,
Assignee shall be entitled to signage on the exterior building monument sign,
lobby directory signage consistent with that serving other tenants of the
Building, and signage at the entrances of the Premises. The cost of such signage
will be paid from the Allowance.

13. Brokerage. Landlord and Assignee acknowledge and agree that Landlord will
pay a brokerage fee in connection with the Third Amendment to Summit Advisors
("Broker") pursuant to separate agreement. Each of Landlord and Assignee
represents and warrants to the other that it has not dealt with any other real
estate broker, finder or other person other than Broker with respect to this
Third Amendment. Each party shall indemnify and hold the other party harmless
from any and all damages resulting from claims that may be asserted against the
other party arising out of any breach by such indemnifying party of its
representation and warranty contained in this Section 13. The provisions of this
Paragraph 13 shall survive the termination of the Lease.

14. Parking. For Suites 610,620 and 1000, Tenant shall be entitled to use five
(5) parking spaces per 1,000 rentable square feet leased pursuant to Exhibit D
of the Second Amendment.

15. Access to the Premises.

a. Assignee's Access. Assignee, its agents, employees, invitees, and
guests, shall have access to the Premises and reasonable ingress and egress to
common and public areas of the Building twenty-four hours a day, seven days a
week; provided, however, Landlord by reasonable regulation may control such
access for the comfort, convenience, safety and protection of all tenants in the
Building, or as needed for making repairs and alterations. Assignee shall be
responsible for providing access to

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the Premises to its agents, employees, invitees and guests after business hours
and on weekends and holidays, but in no event shall Assignee's use of and access
to the Premises during non-business hours compromise the security of the
Building.

b. Landlord's Access. Landlord shall have the right, at all reasonable
times and upon reasonable oral notice, either itself or through its authorized
agents, to enter the Premises (i) to make repairs, alterations or changes as
Landlord deems necessary, (ii) to inspect the Premises, mechanical systems and
electrical devices, and (iii) to show the Premises to prospective mortgagees and
purchasers. Within three hundred sixty five (365) days prior to the Extension
Expiration Date (as to the Extension Premises) or the Expiration Date (as to
Suite 870) Landlord shall have the right, either itself or through its
authorized agents, to enter the Premises at all reasonable times to show
prospective tenants.

c. Emergency Access. Landlord shall have the right to enter the Premises at
any time without notice in the event of an emergency.

16. Access Cards. In the event Assignee needs additional proximity cards, the
first ten (10) cards issued to Assignee shall be at a cost of $15.00 per card
and then $20.00 per additional card.

17. Radon Disclosure. The following is given to comply with Section 404.056(8),
Florida Statutes: Radon is a naturally occurring radioactive gas that, when it
has accumulated in a building in sufficient quantities, may present health risks
to persons who are exposed to it over a time. Levels of radon that exceed
federal and state guidelines have been found in buildings in Florida. Additional
information regarding radon and radon testing may be obtained from your county
public health unit.

18. No Smoking. Assignee shall not allow any smoking in the Premises except in
the rooms designed and constructed to accommodate smoking and to prevent smoke
from entering the plenum or any other portion of the Premises or the Building.
Landlord reserves the right to promulgate additional rules for the Building
which may include fines upon tenants of the building who do not cause their
employees and invitees to comply with rules prohibiting or limiting smoking in
the Premises, the Building and/or areas adjacent to the Building.

19. Other Lease Provisions. Except as amended by this Third Amendment, the Lease
and all of its terms and provisions shall remain in full force and effect. In
the event of any conflict between the provisions of this Third Amendment and
provision of the Lease, the provisions of this Third Amendment shall control.
All capitalized terms herein shall have the same meanings as they have in the
Lease, unless otherwise defined herein.

20. No Default by Landlord. Assignee hereby acknowledges that to the best of
Assignee's current actual knowledge, without investigation or inquiry, as of the
date of execution of this Third Amendment, there exists no defenses or offsets
to enforcement of the Lease by Landlord and Landlord is not in default in the
performance of the Lease. Landlord acknowledges that to the best of Landlord's
current actual knowledge, without investigation or inquiry, as of the date of
execution of this Third Amendment Assignee is not in default under the Lease.

21. Notice of Default. Notwithstanding any provision of the Lease to the
contrary. Assignee shall be in default under this Lease if Assignee fails to pay
when due any Base Rent, Additional rent, or any other sum of money which
Assignee is obligated to pay, as provided in this Lease, within five (5) days
after notice of such failure except that Landlord shall not be required to give
more than two (2) such notices in any calendar year, and after the giving of
such two notices in the same calendar year, Assignee's failure to pay when due
any such payment within the same calendar year shall be deemed to constitute a
default without the of notice.

22. Holding Over. Notwithstanding any provision of the Lease to the contrary, if
Assignee holds over after the Expiration Date or other termination of this
Lease, such holding over shall not be a renewal of this Lease but shall create a
tenancy-at-will. Assignee shall continue to be bound by all of the terms and
conditions of this Lease, except that during such tenancy-at-will Assignee shall
pay to Landlord (i) Base Rent at the rate equal to one hundred and fifty percent
150% of that provided for as of the expiration or termination date, and (ii) any
and all Operating Expenses and other forms of Additional Rent payable under this
Lease.

23. Florida Law. This Third Amendment and the Lease shall be construed and
interpreted under the laws of the State of Florida.

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24. Effective Date. The submission of this Amendment to Assignee for review does
not constitute a reservation of or option for the Premises, and this Amendment
shall become effective as a contract only upon the execution and delivery by
both Landlord and Assignee. The date of execution shall be entered on the top of
the first page of this Amendment by Landlord, and shall be the date on which the
last party signed the Lease, or as otherwise may be specifically agreed by both
parties. Such date, once inserted, shall be established as the final day of
ratification by all parties to this Amendment, and shall be the date for use
throughout this Amendment as the "Effective Date".

IN WITNESS WHEREOF, this Third Amendment has been duly executed by the parties
hereto effective as of the Effective Date.

LANDLORD:

WITNESSES: Highwoods Non-Orlando, LLC, a Delaware
limited liability company, as trustee
under an unrecorded land trust agreement
dated October 9, 2000, known as Tampa
Properties Trust


/s/ Alice Grimm By: Highwoods Realty Limited
------------------------------------- Partnership, A North Carolina
Alice Grimm limited partnership, as Agent
Print Name
By: Highwoods Properties, Inc., a
Maryland corporation, its sole
general partner


/s/ Sue Wallace By: /s/ Stephen A. Meyers
------------------------------------- ------------------------------------
SUE WALLACE Stephen A. Meyers
Print Name Title: Vice President - Tampa
Date: 11/30/04


ASSIGNOR:
CompBenefits Corporation

WITNESSES:


/s/ Alysia Jarrells By: /s/ BRUCE A. MITCHELL
------------------------------------- ------------------------------------
Alysia Jarrells BRUCE A. MITCHELL
Print Name Print Name
Title: EX VP
Date: 11/18/04
/s/ Rosa M. Vichcales
-------------------------------------
Rosa M. Vichcales
Print Name

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ASSIGNEE:
CompBenefits Dental and Vision Company

WITNESSES:
By: /s/ BRUCE A. MITCHELL
------------------------------------
/s/ Alysia Jarrells BRUCE A. MITCHELL
------------------------------------- Print Name
Alysia Jarrels Title: EX VP
Print Name Date: 11/18/04


/s/ Rosa M. Vichcales
-------------------------------------
Rosa M. Vichcales
Print Name

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EXHIBIT A
[PREMISES]

(FLOOR PLAN)

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8

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EXHIBIT A (CON'T)

SUITE 1000

(FLOOR PLAN)

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LEASE ADDENDUM NUMBER ONE
[WORK LETTER: ALLOWANCE]

WORK LETTER. This Lease Addendum Number One (the "First Addendum") sets forth
the rights and obligations of Landlord and Assignee with respect to space
planning, engineering, final workshop drawings, and the construction and
installation of any improvements to the Extension Premises ("Tenant
Improvements"). The performance of this work will proceed in four stages in
accordance with the following schedule: (i) preparation of a space plan; (ii)
final design and engineering and preparation of final plans and working
drawings; (iii) preparation by the Contractor (as hereinafter defined) of an
estimate of the additional cost of the initial Tenant Improvements; (iv)
submission and approval of plans by appropriate governmental authorities and
construction and installation of the Tenant Improvements. Assignee will continue
to occupy the Premises during construction of the Tenant Improvements, which
Landlord anticipates will be completed no later than March 31, 2005.

In consideration of the mutual covenants hereinafter contained, Landlord
and Assignee do mutually agree to the following:

1. ALLOWANCE. Landlord agrees to provide an allowance of up to $13.00 per
rentable square foot of the Extension Premises, to design, engineer, install,
supply and otherwise to construct the Tenant Improvements in the Extension
Premises that will become a part of the Building (the "Allowance"). Assignee is
fully responsible for the payment of all costs in connection with the Tenant
Improvements in excess of the Allowance. Any portion of the Allowance not used
to complete the Tenant Improvements may be applied by Assignee to purchase of
Assignee's telecommunications equipment and facilities, voice and date cabling,
moving expenses, security systems and furniture, the cost of which, up to the
unused portion of the Allowance, will be reimbursed to Assignee upon
presentation by Assignee to Landlord of paid invoices therefor. This Allowance
is only available to Assignee for Assignee's use within three hundred sixty
(360) days of Extension Commencement Date ("Allowance Use Date"). Any portion of
the Allowance not used by Assignee by the Allowance Use Date shall automatically
terminate and be of no further use to Assignee.

2. SPACE PLANNING, DESIGN AND WORKING DRAWINGS. Assignee has selected
Schneider Wright, Inc. who shall coordinate with Alfonso Architects and Brady
and Anglin Engineers ("Architect"), who will do the following at Assignee's
expense (which expense may be deducted from the Allowance):

a. Attend a reasonable number of meetings with Assign