AIRPORT CORPORATE CENTER OFFICE LEASE

Office Lease Agreement

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CONTINUCARE CORP | AIRPORT CORPORATE CENTER | MIAMI RPFIV AIRPORT CORPORATE CENTER

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Title: AIRPORT CORPORATE CENTER OFFICE LEASE
Governing Law: Florida Date: 9/28/2004
Industry: Healthcare Facilities

AIRPORT CORPORATE
CENTER OFFICE LEASE, Parties: continucare corp , airport corporate center , miami rpfiv airport corporate center

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Exhibit 10.9

AIRPORT CORPORATE CENTER

OFFICE LEASE

7200 CORPORATE CENTER DRIVE

MIAMI, FL 33126

SUITE 600 AND SUITE 405

MIAMI RPFIV AIRPORT CORPORATE CENTER

ASSOCIATES LIMITED LIABILITY COMPANY

A DELAWARE LIMITED LIABILITY COMPANY

AS LANDLORD

AND

CONTINUCARE CORPORATION,

A FLORIDA CORPORATION

AS TENANT

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TABLE OF CONTENTS

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SECTION PAGE

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BASIC LEASE INFORMATION RIDER........................................... i

OFFICE LEASE............................................................ 1

1. PREMISES; RENTABLE SQUARE FEET; COMMON AREAS....................... 1

A. Premises.................................................. 1

B. Rentable Square Feet...................................... 1

C. Common Areas.............................................. 1

2. LEASE TERM; SPACE REDUCTION OPTIONS; RIGHTS OF FIRST OFFER;

RENEWAL OPTIONS.................................................... 1

A. Lease Term................................................ 1

B. Space Reduction Options................................... 1

C. Renewal Options........................................... 3

D. Rights of First Offer..................................... 5

3. RENT............................................................... 8

A. Base Rent................................................. 8

B. Intentionally Omitted..................................... 9

C Overhead Rent............................................. 9

D. Definitions............................................... 10

E. Related Provisions....................................... 14

F. Rent Free Period......................................... 16

4. SECURITY DEPOSIT................................................... 16

5. USE................................................................ 17

6. IMPROVEMENTS....................................................... 17

7. POSSESSION......................................................... 17

A. Delivery of Possession.................................... 18

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B. Initial Delay............................................. 18

C. Subsequent Delay.......................................... 18

D. Holdover Premium.......................................... 18

8. PARKING............................................................ 19

A. General................................................... 19

B. Rates..................................................... 19

C. Reservations.............................................. 19

D. Conditions................................................ 19

9. BUILDING SERVICES.................................................. 19

A. General................................................... 19

(1) Janitorial Service.................................. 20

(2) Electricity......................................... 20

(3) HVAC Services....................................... 20

(4) Water and Sewer..................................... 20

(5) Elevator Service.................................... 20

(6) Telecommunications.................................. 21

(7) Floor Load.......................................... 24

B. Interruption of Services.................................. 24

10. SECURITY........................................................... 24

A. Landlord's Responsibility................................. 24

B. Tenant's Responsibility................................... 24

C. Interruption of Security.................................. 24

11. REPAIRS AND MAINTENANCE............................................ 24

A. Landlord's Responsibilities............................... 25

B. Tenant's Responsibilities................................. 25

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C. Repairs and Maintenance; Miscellaneous.................... 25

12. TENANT'S ALTERATIONS............................................... 25

A. General................................................... 25

B. Administration Fee........................................ 26

13. LANDLORD'S ADDITIONS AND ALTERATIONS............................... 26

14. ASSIGNMENT AND SUBLETTING.......................................... 26

A. General................................................... 26

B. Recapture................................................. 28

C. Net Profit................................................ 28

15. TENANT'S INSURANCE COVERAGE........................................ 29

A. General................................................... 29

B. Evidence.................................................. 29

16. LANDLORD'S INSURANCE COVERAGE...................................... 29

A. General................................................... 29

B. Tenant's Acts............................................. 30

17. SUBROGATION........................................................ 30

A. Waiver of Subrogation Rights.............................. 30

B. Exclusions................................................ 30

C. Notice to Insurance Companies; Indemnification............ 30

18. DAMAGE OR DESTRUCTION BY CASUALTY.................................. 30

A. Material Damage or Destruction............................ 31

B. Partial Damage or Destruction............................. 31

C. Rent Adjustments.......................................... 32

19. EMINENT DOMAIN..................................................... 32

A. Substantial Taking........................................ 32

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B. Insubstantial Taking...................................... 32

C. Landlord's Additional Right to Terminate.................. 33

D. Rent Adjustments.......................................... 33

E. Condemnation Award........................................ 33

20. LIMITATION OF LANDLORD'S LIABILITY; INDEMNIFICATION................ 33

A. Personal Property......................................... 33

B. Limitations............................................... 33

C. Indemnification........................................... 34

21. RELOCATION OF TENANT............................................... 34

A. General................................................... 34

B. No Interference........................................... 35

C. Premises.................................................. 35

D. Costs..................................................... 35

E Notice.................................................... 35

22. COMPLIANCE WITH LAWS, PROCEDURES AND RESTRICTIVE

COVENANTS.......................................................... 35

A. Compliance................................................ 35

B. Notice Prior to Work...................................... 35

C Radon..................................................... 36

D. Occupational License...................................... 36

E. Premises Certificate of Use and Occupancy................. 36

23. RIGHT OF ENTRY..................................................... 36

24. DEFAULT............................................................ 36

A. Events of Default......................................... 36

B. Tenant's Grace Period..................................... 37

C. Landlord's Default........................................ 38

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25. LANDLORD'S REMEDIES FOR TENANT'S DEFAULT........................... 38

A. Landlord's Remedies....................................... 38

B. Exercise of Landlord's Remedies........................... 39

C. Acceleration.............................................. 39

D. Attorneys' Fees........................................... 40

26. LANDLORD'S RIGHT TO PERFORM FOR TENANT'S ACCOUNT................... 40

27. LIENS.............................................................. 41

A. General................................................... 41

B. Default................................................... 41

28. NOTICES............................................................ 41

29. ESTOPPEL CERTIFICATE; SUBORDINATION................................ 41

A. Estoppel Certificate...................................... 41

B. Subordination............................................. 42

30. ATTORNMENT AND MORTGAGEE'S REQUEST................................. 42

A. Attornment................................................ 42

B. Mortgage Modification..................................... 43

31. ASSIGNMENT BY LANDLORD............................................. 43

32. SURRENDER OF PREMISES; HOLDING OVER................................ 43

A. Surrender................................................. 43

B. Removal................................................... 43

C. Holdover.................................................. 43

D. No Surrender.............................................. 44

33. NO WAIVER; CUMULATIVE REMEDIES..................................... 44

A. No Waiver................................................. 44

B. Rent Payments............................................. 44

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34. WAIVER............................................................. 44

35. CONSENTS AND APPROVALS............................................. 44

36. RULES AND REGULATIONS.............................................. 45

37. SUCCESSORS AND ASSIGNS............................................. 45

38. QUIET ENJOYMENT.................................................... 45

39. ENTIRE AGREEMENT................................................... 45

40. HAZARDOUS MATERIALS................................................ 45

A. Prohibition of Storage.................................... 45

B. Disclosure Warning and Notice Obligations................. 46

C. Environmental Tests and Audits............................ 46

D. Survival of Obligations................................... 47

41. BANKRUPTCY PROVISIONS.............................................. 47

A. Event of Bankruptcy....................................... 47

B. Additional Remedies....................................... 47

42. MISCELLANEOUS...................................................... 48

A. Severability; Governing Law............................... 48

B. No Offer..................,............................... 48

C. Entire Agreement.......................................... 48

D. Payment of Taxes.......................................... 48

E. Early Occupancy........................................... 48

F. Brokers................................................... 49

G. Recording................................................. 49

H. No Other Relationship..................................... 49

I. Interpretation; Construction.............................. 49

J. Easements................................................. 49

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K. Landlord's Rights.................................................. 49

L. Delegation ........................................................ 49

M. Joint and Several Liability........................................ 49

N. Zoning............................................................. 50

O. Force Majeure...................................................... 50

P. Time............................................................... 50

Q. Erisa and UBTI Restrictions........................................ 50

R. Confidentiality.................................................... 51

S. Signage............................................................ 51

T. Storage Space............................... . .................... 51

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EXHIBITS:

Exhibit "A" Floor Plans

Exhibit "B" Airport Corporate Center Office Lease

Landlord Work Letter Agreement

Exhibit "C-1" Intentionally Omitted

Exhibit "C-2" Building Standard

Exhibit "D" Building Rules and Regulations

Exhibit "E" Janitorial Specifications

Rider #1 Early Occupancy Agreement for Suite 405

Rider #2 Form of Subordination, Nondisturbance and Attornment Agreement

Rider #3 Form of Letter of Credit

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BASIC LEASE INFORMATION RIDER

Tenant: CONTINUCARE CORPORATION, a Florida corporation

Landlord: MIAMI RPFIV AIRPORT CORPORATE CENTER ASSOCIATES LIMITED LIABILITY

COMPANY, a Delaware limited liability company qualified to do business in the

State of Florida

Date of Lease: June 3, 2004

Section 1 Premises: Suite No. 600 and Suite No. 405 in Building No. 4

7200 Corporate Center Drive

Miami, Florida 33126

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Section 1 Total Rentable Area of the Premises: 8,227 rentable square feet in Suite 600

1,589 rentable square feet in Suite 405

-----

9,816 total rentable square feet

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Section 2 Lease Commencement Date: Upon Landlord's Substantial Completion

of the Improvements to be constructed by Landlord under Exhibit "B"

hereto, made earlier on a day for day basis for Tenant's Delay, as

defined in Exhibit "B", targeted for October 1, 2004. See Rider #1

for provisions of early occupancy of Suite 405, which Rider does

not either affect or modify the provisions of the foregoing or of

Section 2 of the Lease.

Section 2 Expiration Date: Sixty-three (63) months following the Lease

Commencement Date

Section 2 Lease Term: Sixty-three (63) months

Section 2 Rent Commencement Date: Three (3) months following the Lease

Commencement Date, but no sooner than January 1, 2005 with respect

to Suite 600.

Section 3 Initial Base Rent: $13,497.00 per month (plus all applicable

taxes), i.e., $161,464.00 for the twelve (12) month period for

following the Rent Commencement Date (plus all applicable taxes),

subject to increase by the Allowance Increase Rent as defined in

EXHIBIT "B" hereto.

Section 3 Tenant's Percentage Share: 10.598%

Section 3 Total Rentable Area of the Building: 92,621 rentable square feet

Section 4 Security Deposit: $30,000.00, to be reduced, provided Tenant is

not in default, to $15,000.00 on the last day of the thirty-ninth

(39th) month of the Lease Term. At Tenant's election, the Security

Deposit may be in the form of the Letter of Credit attached hereto

as Rider #3 hereto.

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Section 5 Use of Premises: Tenant's general Office Use and any other

related use, subject to applicable law, code and ordinance

Tenant's Address for Notices Prior to Lease Commencement Date:

80 S.W. 8th Street, Suite 2350

Miami, FL 33130

Attention: CEO and President

And also, with respect to default notices:

Robert E.Gallagher, Jr., Esq.

Stearns, Weaver, Miller, Weissler, Alhadeff & Sitterson P.A.

150 West Flagler Street, Suite 200

Miami, FL 33130

Tenant's Address for Notices After Lease Commencement Date:

7200 Corporate Center Drive, Suite 600

Miami, FL 33126

Attention: CEO and President

And also, with respect to default notices:

Robert E. Gallagher, Jr., Esq.

Stearns, Weaver, Miller, Weissler, Alhadeff & Sitterson P.A.

150 West Flagler Street, Suite 200

Miami, FL 33130

Landlord's Address for Notices:

CB Richard Ellis, Inc.

7300 Corporate Center Drive, Suite 100

Miami, Florida 33126

Attention: Senior Real Estate Manager

With copies to:

Miami RPFIV Airport Corporate Center Associates Limited Liability

Company

c/o GE Asset Management Incorporated

3003 Summer Street, P. O. Box 7900

Stamford, CT 60904-7900

Attention: Robert J. Hughes

Section 8 Number of surface parking spaces: 4

per 1,000 rentable square feet of the Premises

Monthly Rate Per Parking Space $0.00

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Number of covered and reserved parking spaces: 3 spaces in close

proximity to the east end of the parking garage appurtenant to the

building located at 7300 Corporate Center Drive. Tenant's reserved

parking spaces are included in the 4 parking spaces per 1,000

rentable square feet of the Premises allocated above.

Section 15 Amount of General Comprehensive Liability Insurance: $3 million

Section 42 Tenant's Real Estate Broker: CRESA Partners

Landlord's Real Estate Broker: CB Richard Ellis, Inc.

Exhibit "B"

Landlord's contribution: The lesser of (a) $188,657.00 or (b) the

actual cost to construct Tenant's improvements and the other

permissible costs under EXHIBIT "B".

Architecture Detail Date: May 14, 1004. The date by which Mora

Architectural Partnership ("Tenant's Architect"), shall provide

Landlord with Tenant's proposed space plan for the Premises.

Tenant's space plan was timely delivered by Tenant and has been

accepted by Landlord. Tenant's Architect shall prepare Plans and

Specifications for Landlord's written consent within fifteen (15)

business days following Landlord's approval of Tenant's proposed

space plan. Such fifteen (15) day period includes a period of ten

(10) business days for the work of Initial Engineers, P.A.

("Landlord's Engineer"), and shall be extended on a day for day

basis in the event of delay by Landlord's Engineer. The time period

for performance by Landlord's Engineer shall commence when it is in

receipt of all required information. Landlord's Engineer shall

advise Tenant in writing within one (1) business day after receipt

of partial submittals if additional information is required. Tenant

hereby designates Maritza Malacrino as its authorized

representative with respect to the approvals required of Tenant

under Exhibit "B" hereto and for other Tenant decisions required

under Exhibit "B". Tenant may change such authorized representative

by written notice to Landlord.

Certain of the information relating to the Lease, including many of the

principal economic terms, are set forth in the foregoing Basic Lease Information

Rider (the "BLI Rider"). In the event of any conflict between the terms of the

BLI Rider and the terms of the Lease, the Lease shall control.

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AIRPORT CORPORATE CENTER

OFFICE LEASE

THIS OFFICE LEASE ("Lease") is made as of the 3rd day of June, 2004, by

and between MIAMI RPFIV AIRPORT CORPORATE CENTER ASSOCIATES LIMITED LIABILITY

COMPANY, a Delaware limited liability company authorized to do business in the

State of Florida ("Landlord"), and CONTINUCARE CORPORATION, a corporate entity

formed under the laws of the State of Florida ("Tenant").

WITNESSETH:

1. PREMISES; RENTABLE SQUARE FEET; COMMON AREAS:

A. Premises. Landlord leases to Tenant and Tenant leases from Landlord

the premises in the building commonly referred to as "Building No. 4", located

at 7200 Corporate Center Drive Miami, Florida 33126 (the "Building"), known by

that certain suite number set forth in the Basic Lease Information Rider (the

"BLI Rider") attached to the front of this Lease and incorporated into this

Lease by this reference, which space is more particularly shown on the floor

plans attached hereto as EXHIBIT "A" and by this reference incorporated herein

(the "Premises"). The parties hereby acknowledge that the Building is located

within the project commonly known as "Airport Corporate Center" (the "Project").

B. Rentable Square Feet. The parties hereby agree that the Premises

contain the number of rentable square feet set forth in the BLI Rider.

C. Common Areas. In addition to the Premises, Tenant has the right to

use, in common with others, the lobby, public entrances, public stairways,

public restrooms and public elevators (if any) of the Building. The common areas

serving the Building, including those referenced above, the parking facilities,

and all others, shall at all times be subject to Landlord's exclusive but

reasonable control and management.

2. LEASE TERM: SPACE REDUCTION OPTIONS: RIGHTS OF FIRST OFFER; RENEWAL

OPTIONS:

A. Lease Term. The lease term ("Lease Term") is for the period of time

set forth in the BLI Rider, commencing on the Lease commencement date set forth

in the BLI Rider ("Lease Commencement Date") and ending on the Lease expiration

date set forth in the BLI Rider ("Expiration Date"). Tenant's obligation to pay

all rent, including Base Rent, Overhead Rent and Additional Rent (collectively,

"Rent"), as such terms are hereafter defined, shall commence on the rent

commencement date set forth in the BLI Rider ("Rent Commencement Date").

Notwithstanding the foregoing, the parties agree and acknowledge that the Lease

Commencement Date and/or the Rent Commencement Date are subject to change

pursuant to the work letter agreement attached hereto as EXHIBIT "B" ("Initial

Improvement Schedule") and by this reference incorporated herein.

B. Space Reduction Options. Effective only on the last day of the

twenty-seventh (27th) month following the Lease Commencement Date and the last

day of the forty-eighth (48th) month

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following the Lease Commencement Date, Tenant shall have the right to eliminate

Suite 405 from the Premises ("Space Reduction Option"), subject to the following

conditions:

(a) Tenant shall provide to Landlord no less than two hundred ten

(210) days advance written notice ("Reduction Notice") of its

exercise of this Space Reduction Option.

(b) The number of parking spaces allocated to Tenant and Tenant's

Percentage Share shall be reduced in proportion to the reduced

size of the Premises.

further force or effect upon the first to occur of the

following:

(1) Tenant exercises the Suite 406 Right of First Offer as

defined below, or,

(2) An Event of Default exists on either (i) the date Tenant

exercises its Space Reduction Option or, (ii) unless

waived in writing by Landlord, on the proposed effective

date of any Space Reduction Option.

(3) The parties shall, within thirty (30) days following

Tenant's exercise of this Space Reduction Option confirm

in writing by way of Lease amendment:

a. The effective date of the reduction in size of the

Premises;

b. Tenant's new, decreased percentage share,

decreased number of parking spaces; and

c. Any other terms related to the Space Reduction

Option or this Lease that Landlord or Tenant

reasonably requests to be confirmed which relates

to Tenant's exercise of this Space Reduction

Option.

d. Tenant shall tender to Landlord, as an agreed upon

and stipulated termination fee ("Termination Fee")

for Suite 405, within ten (10) business days

following Tenant's receipt of Landlord's notice of

the amount (and associated calculation) of the

Termination Fee. The Termination Fee shall be

comprised of the following sums and components.

1. the sum of $6,554.62, representing the

amount of Rent having been subject to

abatement with respect to Suite 405; and

2. Landlord's "Unamortized Up Front Costs" as

of the effective date of Tenant's exercise

of the Space

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Reduction Option. For purposes hereof,

"Landlord's Unamortized Up Front Costs"

shall mean (i) the unamortized portion of

costs expended by Landlord specifically for

improvements for Suite 405 under this Lease

(including any Allowance Increase Amount

paid by Landlord and any architectural,

engineering and other related costs), and

(ii) the unamortized portion of commissions

paid to the Brokers in connection with this

Lease for Suite 405 only. Landlord's

Unamortized Up Front Costs shall be

amortized as follows:

(1) First, Landlord's Unamortized Up Front

Costs in connection with this Lease

shall be divided by the number sixty

(60) and the resultant number shall be

deemed the "Monthly Amortization

Factor".

(2) Second, the Monthly Amortization

Factor shall be multiplied by the

number of months remaining in the

Lease Term between the effective date

of the Space Reduction Option and the

Expiration Date.

(3) Landlord's Unamortized Up Front Costs

shall be the sum of the number

obtained by the calculation set forth

in (1) and (2) above.

C. Renewal Options. If this Lease shall not have been terminated

pursuant to any provision hereof, and provided there shall then exist no Event

of Default under this Lease or event or condition which, with the lapse of the

applicable grace period (unless Tenant is using and continues to use until

completion, diligent and good faith efforts to correct such event or condition),

would mature into an Event of Default under this Lease, Tenant shall have the

option to renew this Lease (the "Renewal Option") for two (2) additional terms

of five (5) years each (each an "Extended Term"), upon the same terms and

conditions as in the initial Lease Term except that the Base Rent for the

renewal term shall be a mutually agreed upon negotiated rental rate. The Renewal

Option must be for all of the Premises leased by Tenant on the date that Tenant

gives notice to Landlord of its exercise of the Renewal Option. Tenant shall

give Landlord not less than nine (9) months or more than twelve (12) months

notice of Tenant's intent to renew prior to the expiration of the then

applicable term. If either Renewal Option is exercised, the Expiration Date

shall mean the last day of the renewed Lease Term. Landlord shall not provide

any tenant improvement work or allowance for any exercised Renewal Option.

Tenant shall not be entitled to exercise its second Renewal Option if Tenant has

not exercised its First Renewal Option. The Base Year for each renewal term

shall be the calendar year in which such renewal term first commences.

(a) Landlord shall notify Tenant of the proposed Fair Market Rent

for the applicable Extended Term within thirty (30) days of receiving Tenant's

notice. Landlord and

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Tenant shall attempt to agree upon the Fair Market Rent by the date that is

seven (7) months prior to the initial Term expiration.

(b) The Fair Market Rent during each Extended Term shall be the sum

equal to the rent a willing Tenant and a willing Landlord would agree upon under

the then current market conditions for new leases of comparable space upon

comparable terms and conditions for comparable periods of time in office

buildings of same age and quality in the airport-west submarket of Miami-Dade

County, Florida, for the Extended Term, taking into account an updated Base Year

for the applicable Extended Term and the tenant improvements in the Premises and

the amount of any allowance granted by Landlord for such Extended Term (the

"Fair Market Rent"), as agreed by the parties to the Lease by no later than the

date that is seven (7) months prior to the expiration of the then current Term

or in the event the parties cannot agree, the Fair Market Rent as determined by

appraisers pursuant to the following procedure. In the event Landlord and Tenant

agree on Fair Market Rent, such agreement shall be reduced to a written form and

when executed and delivered by both parties will be binding on Landlord and

Tenant, and execution thereof by Tenant shall be deemed acceptance thereof.

been reached by the parties with respect to the Fair Market Rent by the date

that is seven (7) months prior to the first day of the Extended Term, both

parties shall appoint a Qualified Appraiser (as defined below) no later than the

tenth (10th) business day following such date. Each Qualified Appraiser shall

arrive at a determination of Fair Market Rent and submit their conclusions to

Landlord and Tenant within thirty (30) days after the appointment of the

Qualified Appraisers. If only one (1) appraisal is submitted within the

requisite time period, it shall be deemed the Fair Market Rent. If both

appraisals are submitted within such time period, and if the two (2) appraisals

so submitted differ by less than ten (10%) percent of the higher of the two, the

average of the two shall be the Fair Market Rent. If such appraisals are ten

(10%) percent or more apart, the appraisers shall promptly select a third

Qualified Appraiser (or if they cannot agree, a third Qualified Appraiser shall

be named by the head of the local Chapter of the Appraisal Institute or

comparable successor organization). Within thirty (30) days of the selection of

the third Qualified Appraiser, each Qualified Appraiser shall submit his or her

appraisal of the Fair Market Rent. In the event the third appraisal shall be

greater than the average of the first two (2) appraisals of Landlord and Tenant,

then the Fair Market Rent shall be the average of the two (2) highest

appraisals. In the event such third appraisal shall be lower than the average of

the first two (2) appraisals, then the Fair Market Rent shall be the average of

the two (2) lowest appraisals. The Qualified Appraisers shall submit their final

conclusion to Landlord and Tenant within such thirty (30) day period. In the

event either party to the Lease fails to name a Qualified Appraiser when

required hereunder, the Fair Market Rent shall be determined by the Qualified

Appraiser selected by the other party. Each party to this Lease shall pay all

fees of any Qualified Appraiser selected by it and any fees of a third Qualified

Appraiser shall be shared equally by each party hereto. As used herein the term

"Qualified Appraiser" shall refer to an independent appraiser holding an MAI

("Member of the Appraisal Institute") designation or its equivalent, having not

less than ten (10) years experience appraising class B office buildings in the

airport-west submarket of Miami-Dade County, Florida. The determination of Fair

Market Value by such appraisal process shall be binding on Landlord and Tenant

unless Tenant, within five (5) business days following its receipt of Fair

Market Rent from the Qualified Appraisers, gives Landlord written notice that it

cancels its exercise of the applicable Renewal Option and, in the event of such

timely notice by Tenant, such Renewal Option shall be cancelled.

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D. Rights of First Offer.

(a) Tenant shall have the right to accept (i) Landlord's offer of

each available space on the sixth floor of the Building,

without regard to size or location (the "Sixth Floor Right of

First Offer") and Suite 406 in the Building, stipulated to

consist of 1,372 rentable square feet (the "Suite 406 Right of

First Offer"). The sixth floor of the Building and Suite 406

are together referred to as "Offer Space". Each portion of the

Offer Space is leased as of the date hereof. Landlord's offer

to Tenant shall be for Tenant's Lease of such premises

effective when the current tenant or occupant of any portion

of Offer Space's right to lease such Offer Space expires or

has been terminated. Landlord's offer shall include a proposed

commencement date taking into account any proposed period for

the construction of tenant improvements in such Offer Space.

(b) With regard to the Sixth Floor Right of First Offer and the

Suite 406 Right of First Offer, Tenant shall have seven (7)

business days (ending at 5:00 P.M. on the fifth business day

after the giving of Landlord's written notice to Tenant) to

accept the space which is the subject of the applicable Right

of First Offer. Such offer shall, for any Offer Space for

which Tenant's lease thereof commences within twenty-seven

(27) months following the Commencement Date, be on the terms

and conditions set forth in Subsection (5) c. below. In the

event Tenant's lease of any Offer Space commences after

twenty-seven (27) months following the Commencement Date,

Tenant's lease of such Offer Space shall be at the then

prevailing market conditions for similar tenants leasing space

in similar buildings in the location of the Building. With

respect to such Offer Space, Landlord shall notify Tenant of

the proposed Fair Market Rent for the Offer at the time of

extending the Right of First Offer to Tenant. Tenant shall

have ten (10) business days following Landlord's Offer to

accept or reject the subject Offer Space. Landlord and Tenant

shall attempt to agree upon the Fair Market Rent for such

Offer Space for a fifteen (15) business day period following

Tenant's acceptance of Landlord's offer. If they do not agree

within such fifteen (15) business day period, then the Fair

Market Rent for the subject Offer Space shall be determined as

set forth below.

equal to the rent a willing Tenant and a willing Landlord

would agree upon under the then current market conditions for

new leases of comparable space upon comparable terms and

conditions for comparable periods of time in office buildings

of same age and quality in the airport-west submarket of

Miami-Dade County, Florida, taking into account the

applicable Base Year under the Lease and the tenant

improvements constructed or to be constructed in the Offer

Space (the "Offer Space Fair Market Rent"), as agreed by the

parties to the Lease as set forth above or in the event the

parties cannot agree, the Fair Market Rent as determined by

appraisers pursuant to the following procedure.

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(d) In the event Landlord and Tenant agree on Fair Market Rent for

the Offer Space, such agreement shall be reduced to a written

form and when executed and delivered by both parties will be

binding on Landlord and Tenant, and execution thereof by

Tenant shall be deemed acceptance thereof.

(e) If no agreement is reached between Landlord and Tenant within

the fifteen (15) business day period set forth above, both

parties shall appoint a Qualified Appraiser (as defined below)

no later than the tenth (10th) business day following such

date. Each Qualified Appraiser shall arrive at a determination

of Fair Market Rent and submit their conclusions to Landlord

and Tenant within thirty (30) days after the appointment of

the Qualified Appraisers. If only one (1) appraisal is

submitted within the requisite time period, it shall be deemed

the Fair Market Rent. If both appraisals are submitted within

such time period, and if the two (2) appraisals so submitted

differ by less than ten (10%) percent of the higher of the

two, the average of the two shall be the Fair Market Rent. If

such appraisals are ten (10%) percent or more apart, the

appraisers shall promptly select a third Qualified Appraiser

(or if they cannot agree, a third Qualified Appraiser shall be

named by the head of the local Chapter of the Appraisal

Institute or comparable successor organization). Within thirty

(30) days of the selection of the third Qualified Appraiser,

each Qualified Appraiser shall submit his or her appraisal of

the Fair Market Rent. In the event the third appraisal shall

be greater than the average of the first two (2) appraisals of

Landlord and Tenant, then the Fair Market Rent shall be the

average of the two (2) highest appraisals. In the event such

third appraisal shall be lower than the average of the first

two (2) appraisals, then the Fair Market Rent shall be the

average of the two (2) lowest appraisals. The Qualified

Appraisers shall submit their final conclusion to Landlord and

Tenant within such thirty (30) day period, and upon such

submission the Fair Market Rent so determined shall be binding

upon Landlord and Tenant. In the event either party to the

Lease fails to name a Qualified Appraiser when required

hereunder, the Fair Market Rent shall be determined by the

Qualified Appraiser selected by the other party. Each party to

this Lease shall pay all fees of any Qualified Appraiser

selected by it and any fees of a third Qualified Appraiser

shall be shared equally by each party hereto. As used herein

the term "Qualified Appraiser" shall refer to an independent

appraiser holding an MAI ("Member of the Appraisal Institute")

designation or its equivalent, having not less than ten (10)

years experience appraising comparable office buildings in the

airport-west submarket of Miami-Dade County, Florida. The

determination of Fair Market Value by such appraisal process

shall be binding on Landlord and Tenant.

(f) In the event that Landlord and Tenant use the appraisal

process described above to determine Fair Market Rent for

Offer Space, but have not reached such determination by the

time that Tenant's lease of the subject Offer Space commences,

Tenant shall pay, as a temporary rate, the sums due for the

Premises under this Lease for the immediately preceding month

plus

<PAGE>

(prorated on a square foot basis for such Offer Space) plus

(ii) 10% of the Base Rent (prorated on a square foot basis for

such offer Space) (the "Temporary Rate"). After a

determination of Fair Market Rent is made (x) if the rate is

greater than the Temporary Rate, Tenant shall promptly pay to

Landlord the difference between the rent previously paid at

the Temporary Rate and the greater rate, as determined or (y)

if the rate is less than the Temporary Rate, Landlord shall

promptly credit to Tenant the difference between the rent

previously paid at the Temporary Rate and the lesser rate, as

determined.

(g) Any Right of First Offer shall expire and be of no further

force or effect upon the first to occur of the following:

(1) with respect to the Suite 406 Right of First Offer, if

Tenant exercises the Space Reduction Option, or,

(2) With respect to the portion of the First Offer Space

that is the subject of Landlord's offer, Landlord offers

space to Tenant and Tenant fails to provide an

acceptance of same within the allotted time frame

unless, once leased by Landlord, such space again

becomes available after the expiration of such lease and

any extensions of such lease, or,

(3) An Event of Default exists, or an event or condition

exists which, with the lapse of the applicable grace

period would mature into an Event of Default under this

Lease either on the date Tenant exercises its Right of

First Offer or, unless waived in writing by Landlord, on

the proposed commencement date of the Right of First

Offer.

a. Financial Condition - At the time Tenant exercises

any Right of First Offer, Tenant's current

financial condition, as revealed by its most

recent audited financial statements (quarterly and

annual financial statements including at least its

income statements, balance sheets, and cash flow

statement), must demonstrate that Tenant's net

worth is equal to or greater than $4 million.

(4) Offer Space that has become available - Offer Space

shall be deemed to become available when the lease for

the current occupant of the space expires or is

otherwise terminated. Offer Space shall not be deemed to

be available if the space is:

a. Assigned or subleased by the current tenant of the

space;

b. Relet by the current tenant of the space by

renewal, extension, or renegotiation;

c. Intentionally Omitted.

<PAGE>

d. Subject to a specific expansion right of another

tenant in the Building, existing as of the Lease

Commencement Date.

(5) The parties shall concurrently with Tenant's exercise of

a Right of First Offer confirm in writing:

a. The commencement date for the Offer Space;

b. The Offer Space that was leased showing that space

crosshatched on an Exhibit;

c. The additional Base Rent to be paid for the Offer

Space; if the commencement date for the subject

Offer Space is within twenty-seven (27) months

following the Lease Commencement Date, then the

Base Rent for such Offer Space shall be the then

applicable amount per square foot for the

Premises, subject to adjustment as set forth in

the Lease; the Base Year shall be as set forth for

the Premises, the rent abatement period shall be

prorated, and the Improvement Allowance shall be

the Improvement Allowance for the Premises

prorated to reflect the commencement date for the

subject Offer Space (but the Improvement Allowance

shall not include any Allowance Increase Amount).

With respect to the Sixth Floor Right of First

Offer, the Improvement Allowance under this Lease

shall be deemed to have been in the amount of

$21.00 per rentable square foot. With respect to

the Suite 406 Right of First Offer, the

Improvement Allowance under this Lease shall be

deemed to have been in the amount of $10.00 per

rentable square foot. If the commencement date for

the subject Offer Space is after the twenty-

seventh (27th) month following the Lease

Commencement Date, then the Base Rent, Base Year

and improvement allowance for such Offer Space

shall be at the then prevailing market conditions

for similar tenants leasing space in similar

buildings in the location of the Building as set

forth in Landlord's notice to Tenant that such

Offer Space is available.

d. The increased tenant's percentage share allocated

to the Offer Space and the tenant improvement

allowance.

e. The Lease Term for any Offer Space shall be

coterminous with Tenant's lease of the Premises.

3. RENT:

A. Base Rent. Commencing on the ninety-first (91st) day following the

Lease Commencement Date and thereafter during the Lease Term, Tenant shall pay

as base rent for the Premises ("Base Rent") the amount set forth in the BLI

Rider plus applicable sales and other such taxes as are now or later enacted,

payable without demand, setoff or deduction, in advance, on or before the first

day of each month, subject to increase as set forth in the following schedule.

In the

<PAGE>

event that Tenant makes the written election, prior to Landlord's receipt of a

building permit for the Tenant Improvements, for Landlord to fund the Allowance

Increase Amount as defined in EXHIBIT "B" hereto, then commencing with the

fourth (4th) month following the Lease Commencement Date the following schedule

shall be revised to include the Allowance Increase Rent, also as defined in

EXHIBIT "B" and, in such event, Landlord shall recompute the following schedule

and tender such revised schedule to Tenant, by written notice, prior to the Rent

Commencement Date.

<TABLE>

MONTHS BASE RENT/S.F./YEAR BASE RENT/YEAR BASE RENT/MONTH

------ ------------------- -------------- ---------------

1-3 NA NA Abated

4-15 $16.50 $161,964.00 $13,497.00

16-27 $17.00 $166,872.00 $13,906.00

28-39 $17.50 $171,780.00 $14,315.00

40-51 $18.00 $176,688.00 $14,724.00

52-63 $18.50 $181,596.00 $15,133.00

</TABLE>

B. Intentionally Omitted.

C. Overhead Rent. Commencing with the period beginning on January 1,

2006 and thereafter during the Lease Term, Tenant shall pay as overhead rent

("Overhead Rent"), prorated for that part of the Lease Term within the

applicable calendar year, Tenant's percentage share ("Tenant's Percentage

Share"), as hereafter defined, of the total amount of (i) the annual operating

expenses ("Operating Expenses"), as hereafter defined, and (ii) the annual taxes

("Taxes"), as hereafter defined, to the extent that Operating Expenses exceed

Landlord's costs of Operating Expenses in the 2005 calendar year (the "Base

Year") and annual Taxes exceed the amounts of Taxes in the Base Year. For the

period beginning January 1, 2006 and thereafter during the Lease Term, Landlord

shall, in advance, reasonably estimate for each calendar year the total amount

of the Overhead Rent. One-twelfth (1/12) of the estimated Overhead Rent shall be

paid monthly by Tenant, with applicable sales tax in advance, with the monthly

payment of the Base Rent. Landlord shall use good faith efforts to make such

estimate on or before December 31 of each calendar year. On or before April 30

following a year for which Overhead Rent is payable hereunder, Landlord shall

use good faith efforts to provide Tenant with the amount of the actual Overhead

Rent for the previous year together with a reasonable breakdown of the items

included therein ("Landlord's Statement"). If the actual Overhead Rent for the

previous year exceeds the amount of Overhead Rent paid by Tenant during the

previous year, then Tenant shall pay the difference to Landlord within thirty

(30) days after receipt of Landlord's Statement. If the actual Overhead Rent for

the previous year is less than the amount of Overhead Rent paid by Tenant during

the previous year, then the difference shall be credited against Tenant's next

required payments of Rent. For a period of sixty (60) days after receipt of

Landlord's Statement, Tenant or its designated accountant or other

representative under supervision of Tenant's financial officer shall have the

right, upon reasonable advance notice, to visit Landlord's property management

office located in the Project during Business Hours, as hereafter defined, to

inspect Landlord's books and records concerning the Overhead Rent. When

calculating the amount of Taxes with respect to Overhead Rent, such calculation

shall, with respect

<PAGE>

to ad valorem taxes, be calculated with reference to the gross amount set forth

in the official tax bill issued by the appropriate taxing authorities at the

maximum discount rate offered for early payment. In the event the Taxes for any

year are contested by Landlord and such contest results in a final unappealable

reduction in such Taxes for any year, the Tenant's Percentage Share of the

amount of such reduction, net of all costs paid or incurred to obtain such

reduction, shall be credited against Tenant's next required payments of Rent.

The delivery of Landlord's estimate of the Overhead Rent after December 31

and/or Landlord's Statement after April 30 shall not be a Landlord default under

this Lease or be deemed a waiver of any of Landlord's rights to collect Taxes,

Overhead Rent or other monies and/or a waiver of any of the obligations of

Tenant as described in this Section or as provided elsewhere in this Lease.

Notwithstanding the foregoing, however, Landlord shall be obligated to deliver

Landlord's Statement not later than June 30th.

D. Definitions.

(a) The term "Operating Expenses" shall mean (i) any and all costs

of ownership, management, operation, repair and maintenance of the Building or

the common areas and the parking areas, including, without limitation, wages,

salaries, professionals' fees, taxes, insurance and insurance costs, benefits

and other payroll burdens of all employees, Building management fees, janitorial

maintenance, security and other services, property management office rent or

rental value, power, fuel, water, sewer, waste disposal, landscaping maintenance

and replacement, lighting, garbage removal, window cleaning, system maintenance,

parking area care, and any and all other utilities, materials, supplies,

maintenance, repairs, and insurance applicable to the Building, and Landlord's

personal property and depreciation on personal property, and (ii) the cost

(amortized over such period as Landlord shall determine based upon Generally

Accepted Accounting Principles ("GAAP") together with interest at a then-current

interest rate determined by Landlord not to exceed the rate of twelve percent

(12%) per annum on the unamortized balance) of any capital improvements made to

the Building by Landlord after the date of this Lease that reduce other

Operating Expenses or that are made to the Building by Landlord after the date

of this Lease that are required under any governmental law or regulation

effective following the date of this Lease, provided, however, that Operating

Expenses shall not include real property taxes, depreciation on the Building

other than depreciation on carpeting in public corridors and common areas, costs

of tenants' improvements, real estate broker's commissions, debt service and

capital items other than those referenced to in subsection (ii) above. With

respect to expenditures intended to reduce other Operating Expenses, Landlord

agrees that such expenditures shall be reasonable in amount when compared to the

anticipated cost reduction. Landlord shall maintain books and records in

accordance with GAAP. In determining the amount of Operating Expenses for any

calendar year, if less than one hundred percent (100%) of the Building shall

have been occupied and fully used, Operating Expenses shall be increased to an

amount equal to the operating expenses normally expected to be incurred had

occupancy been ninety-five percent (95%) and full utilization been made during

the entire period. Landlord hereby agrees to deduct each year from the Operating

Expenses the total amount of any and all sums, amounts or charges paid by Tenant

or other tenants of the Building directly to Landlord or its agent for specific

tenant requested services, if applicable.

(b) The term "Taxes" shall mean the gross amount of all impositions,

taxes, assessments (special or otherwise), water and sewer assessments and other

governmental liens or charges of any and every kind, nature and sort whatsoever,

ordinary and extraordinary, foreseen and unforeseen, and substitutes therefor,

including all taxes whatsoever attributable in any manner to the

<PAGE>

Building, the land on which the Building is located, or any facility located

therein or used in conjunction therewith or any charge or other amount required

to be paid to any governmental authority, whether or not any of the foregoing

shall be designated "real estate tax" or designated in any other manner.

Notwithstanding the foregoing, Taxes shall not include any inheritance, estate,

succession, transfer or gift taxes imposed upon Landlord or any income taxes

specifically payable by Landlord as a separate tax-paying entity without regard

to Landlord's income source as arising from or out of the Building and/or the

land on which the Building is located.

set forth in the BLI Rider. Landlord and Tenant acknowledge that Tenant's

Percentage Share has been obtained by dividing the rentable area of the

Premises, which Landlord and Tenant hereby stipulate for all purposes is the

amount set forth in the BLI Rider, by the total rentable area of the Building,

which Landlord and Tenant hereby stipulate for all purposes is the amount set

forth in the BLI Rider, and multiplying such quotient by 100. In the event of a

change in the rentable area of the Premises or the total rentable area of the

Building, Tenant's Percentage Share shall be recalculated as herein provided and

Landlord shall provide to Tenant a reasonable basis for such recalculation when

providing to Tenant its recalculated Percentage Share.

(d) The term "Rent" shall mean the sum of the Base Rent, the

Overhead Rent, and the Additional Rent, as hereafter defined.

(e) The term "Additional Rent" is sometimes used herein to refer to

any and all other sums payable by Tenant, hereunder, including, without

limitation, parking charges (if any) or Tenant's storage (if any). Tenant agrees

to pay Additional Rent, plus applicable sales taxes, on the later of ten (10)

business days following Landlord's tender of an invoice or the first day of the

month following such invoice, and that Additional Rent is to be treated in the

same manner as Rent hereunder, both in terms of the lien for Rent provided by

Florida law and the default provisions contained in this Lease.

(f) Notwithstanding anything to the contrary herein, the

"Controllable Portion" of Overhead Rent shall not increase by more than five

percent (5%) from the Base Year to the following calendar year or from any other

calendar year to the next during the Lease Term (and any unutilized portion of

such five percent (5%) limitation shall accrue and be included in the amount of

the permitted increase in subsequent years.) For purposes hereof, the

"Controllable Portion" of Overhead Rent does not include Taxes, utilities,

insurance, and wages tied to the minimum wage. As an illustration of the manner

in which the foregoing limit on increases in the Controllable Portion of

Overhead Rent would be applied, and assuming for purposes of this illustration

that the Base Year is the first calendar year of the Lease Term, in the event

that the Controllable Portion of Overhead Rent increases by four percent (4%)

from the Base Year to the following calendar year and by four percent (4%)

between the second and third calendar year within the Lease Term, then Landlord

shall be permitted to increase the Controllable Portion of Overhead Rent by up

to seven percent (7%) between the third and fourth such calendar years, and

again by up to five percent (5%) between the fourth and fifth calendar years

within the Lease Term.

(g) Notwithstanding anything to the contrary herein, Overhead Rent

shall not include any of the following:

<PAGE>

(1) Home office expenses of Landlord or the home office

expenses of the Building's property manager.

(2) Building leasing commissions and expenses of maintaining

a leasing office and, if one office houses both leasing

and management functions, only the proportional cost

associated with the management function may be included.

(3) Special services and specific costs incurred for the

benefit of specific tenants or other third parties

including, without limitation, any costs incurred by or

at the instance of any other tenants of the Building.

(4) Depreciation.

(5) Principal, interest and other costs of financing the

Building or the Project.

(6) All labor costs for personnel above the grade of senior

property management director for the Project, and, for

those employees whose responsibilities include more than

the Project, labor costs allocable to any part of such

employee's time spent on behalf of another project. The

costs of employees providing services to the Project

shall be reasonably prorated to reflect the percentage

of their time properly allocable to the Building.

(7) Legal, accounting and other professional fees incurred

by Landlord arising from a sale or financing of the

Building or the Project.

(8) The cost of membership in any professional or political

organization, other than the cost of professional or

trade associations which relate directly to the business

and affairs of Landlord as owner of the Building which

are customary memberships for other owners of similar

office buildings in the airport-west submarket of

Miami-Dade County, Florida including, by way of example,

BOMA, the Miami-Dade County Chamber of Commerce, or

other similar professional or trade organizations.

(9) The cost of any political campaign contributions.

(10) Brokerage commissions, leasing commissions, tenant

inducement payments and other tenant concessions,

marketing costs, and legal fees and other expenses in

connection with leasing, renovating or improving space

in the Building for individual tenants.

(11) Overtime and additional electricity costs for which

Landlord directly receives or is entitled to receive

reimbursement from another tenant.

<PAGE>

(12) Costs incurred because Landlord or another tenant

violated the terms of any leases.

(13) Rentals and related expenses incurred in leasing air

conditioning systems, elevators or other equipment

normally considered to be of a capital nature; provided,

however, that the foregoing shall not preclude inclusion

as an Operating Expense of the rental of emergency

generators, air handling and other equipment on a

temporary basis.

(14) Costs incurred for services provided to Tenant or other

tenants of the Building or other third parties which are

directly reimbursed to Landlord as above-standard

services, this exclusion being intended to prevent

Tenant from substantially and materially subsidizing

extraordinary services provided to other tenants of the

Building.

(15) Costs incurred due to violation or failure of Landlord

to timely comply with or pay amounts due with respect to

any contractual requirement, legal requirement, building

code, ordinance, regulation, law or governmental

authority, except for interest which may accrue on

delinquent payments during the pendency of good faith

contests or challenges of the obligation of Landlord to

pay such costs or any portion thereof, and except for

costs incurred specifically because of Tenant's actions

or inaction.

(16) Costs incurred to test, survey, clean up, contain,

abate, remove or otherwise remedy hazardous materials or

asbestos-containing materials or the cost of any

environmental audit, all as may be required by a

mortgagee, prospective mortgagee, purchaser or

prospective purchaser of the Building; provided,

however, the foregoing shall not be deemed to preclude

the inclusion as an Operating Expense of the cost of

periodic preventive testing for hazardous or toxic

materials, and further provided that the foregoing shall

not be construed to dilute or mitigate Tenant's

obligations for any breach of its obligations under

Section 40 of this Lease.

(17) Costs or fees paid to an affiliate of Landlord or

property manager which are materially in excess of

amounts which would otherwise be payable for the same

service, materials or supplies if rendered on an arm's

length basis.

(18) All capital expenditures, determined by reference to

GAAP, and all rents or use charges for any item, the

purchase price of which, if the same had been purchased,

would have constituted a capital expenditure, except,

however, that the following costs may be included: (i)

the cost of any capital improvement made by Landlord

which is required by a law effective following the date

of this Lease

<PAGE>

that would, if made to any leasable space, would not be

the responsibility of Tenant under this Lease if

required to be made to the Premises, provided, however,

that the cost thereof shall be amortized, with interest

at Landlord's then-current rate not to exceed 12 percent

per annum, over the estimated useful life of such

capital improvement; (ii) capital improvements

reasonably intended to achieve a current savings in

operating expenses; (iii) the cost of any equipment

leased on a temporary basis (and not as a substitution

of a permanent improvement) for the purpose of avoiding

or remedying service interruptions.

(19) Rental replacement insurance except to the extent

included in casualty insurance.

(20) Costs and expenses arising from fire or other casualty

which have been reimbursed to Landlord.

(21) Costs and expenses arising from Landlord's breach of any

law or legal requirement;

(22) Costs and expenses arising from the breach of any lease

in the Building.

(23) Costs and expenses relating to any breach of contract,

except such costs and expenses may be included when in

connection with a contract dispute relating to the

provision of services that are components of Operating

Expenses.

(24) Ground lease rents, financing expenses, including

amortization, debt service and other financing expenses

relating to Landlord's ownership of the Project but,

however, those included under Paragraph 18 above shall

be allowed.

(25) Costs actually reimbursed to Landlord by insurance.

E. Related Provisions.

(a) Tenant covenants and agrees to pay a late charge for any payment

of Base Rent or Overhead Rent not received by Landlord on or before the fifth

(5th) business day of each month and for any other payment, such as Additional

Rent, not received by Landlord on or before the date when due. The late charge

shall be computed from the first day of the month in the case of Base Rent and

Overhead Rent, and from the date when due in the case of Additional Rent. The

amount of the late charge shall be equal to three percent (3%) of the amount due

and unpaid. After the grace period, all payments not paid when due shall bear

interest at the default rate of 18% per annum on all unpaid amounts from the

date of nonpayment to the date received by Landlord. In the event any late

charge is due to Landlord, Landlord shall advise Tenant in writing, and Tenant

shall pay the late charge to Landlord with and in addition to the next payment

of Rent. Tenant and Landlord mutually agree that any late fee or default

interest due by Tenant is not a penalty.

<PAGE>

(b) All sums due and payable pursuant to the terms and provisions of

this Lease shall be paid by Tenant without offset, demand or other credit, and

shall be payable only in lawful money of the United States of America which

shall be legal tender in payment of all debts and dues, public and private, at

the time of payment. The Rent shall be paid by Tenant at Landlord's property

management office or elsewhere as designated by Landlord in writing to Tenant.

hereby agrees to pay to Landlord each month a sum equal to any sales tax, tax on

rentals and any other similar charges now existing or hereafter imposed, based

upon the privilege of leasing the space leased hereunder or based upon the

amount of rent collected therefor.

(d) If the Rent Commencement Date is any day other than the first

day of the month, and/or the Expiration Date is any day other than the last day

of the month, the pro rata portion of the Rent shall be paid by Tenant for such

partial month.

(e) Overhead Rent for the final months of this Lease is due and

payable even though the Overhead Rent may not be finally calculated until

subsequent to the Expiration Date. Tenant expressly agrees that Landlord, at

Landlord's sole discretion, may apply the Security Deposit, as hereafter

defined, in full or partial satisfaction of any Overhead Rent due for the final

months of this Lease. If the Security Deposit is greater than the amount of any

such Overhead Rent and there are no other sums or amounts owed Landlord by

Tenant by reason of any other terms, provisions, covenants or conditions of this

Lease, then Landlord shall refund the balance of the Security Deposit to Tenant

as provided herein. Nothing herein shall be construed to relieve Tenant, or

imply that Tenant is relieved, of the liability for or the obligation to pay any

Overhead Rent due for the final months of this Lease by reason of the provisions

of this paragraph, nor shall Landlord be required first to apply the Security

Deposit to such Overhead Rent if there are other sums or amounts owed Landlord

by Tenant by reason of other terms, provisions, covenants or conditions of this

Lease.

(f) Subject to and in furtherance of Tenant's rights under Section

3.C. above, Tenant hereby agrees that the Base Rent and the Overhead Rent

computed by Landlord shall be final and binding for all purposes of this Lease

unless, within sixty (60) days after Landlord provides Tenant with written

notice of the amount thereof, Tenant provides Landlord with written notice (i)

disputing the accuracy of such amount (the "Disputed Amount"), (ii) designating

an attorney, accountant, or representative acting under supervision of Tenant's

chief financial officer accountant, reasonably acceptable to Landlord, and

appointed by Tenant, at Tenant's sole cost and expense, to review the accuracy

of the Disputed Amount with Landlord and/or its designated representatives, and

(iii) agreeing to pay all of Landlord's commercially reasonable costs and

expenses in connection with such review, including, without limitation,

attorneys' fees and accountants' fees. Landlord hereby agrees, in the event it

receives such notice from Tenant, to cooperate in promptly completing such

review, and Landlord agrees to credit any excess portion of the Disputed Amount

against Tenant's next required payment of Rent or, if at the end of the Lease

Term, refund such amount to Tenant (subject to offset by any amounts due from

Tenant to Landlord). Tenant's review must be completed, and its report delivered

to Landlord, within sixty (60) days following Tenant's written notice to

Landlord. In the event that Tenant's review, as finally determined, discloses

that Landlord's statement of Overhead Rent overstated such amounts by four

percent (4%) or more, then notwithstanding Subsection (iii) above, Landlord

shall bear its own

<PAGE>

expenses in connection with Tenant's audit and shall reimburse Tenant for its

commercially reasonable and actual costs thereof.

F. Rent Free Period. The parties agree that as long as Tenant shall have

duly kept and performed all of the terms and conditions required of Tenant under

this Lease, for the time period beginning on the Lease Commencement Date and

ending on the Rent Commencement Date (hereinafter referred to as the "Rent Free

Period"), Tenant (this provision shall not apply to any assignee or subtenant of

Tenant) may occupy the Premises without obligation to pay Base Rent and Overhead

Rent (Tenant's obligation to pay Additional Rent is not relieved during the Rent

Free Period), provided, however, that (i) all of the other terms and provisions

of this Lease shall apply during the Rent Free Period; (ii) on the Rent

Commencement Date, Tenant shall begin paying Base Rent and Overhead Rent and

shall continue to pay Additional Rent pursuant to all of the terms of this

Lease; and (iii) Tenant hereby acknowledges and agrees that Landlord's waiver of

the Base Rent and Overhead Rent during the Rent Free Period, as well as

Landlord's giving of any other lease concessions to Tenant, including, without

limitation, tenant improvement work and funds, are conditioned upon Tenant not

being in default hereunder. Should an Event of Default by Tenant occur

hereunder, such amounts shall, without notice and in addition to all other

rights and remedies available to Landlord, become immediately due and payable by

Tenant to Landlord.

4. SECURITY DEPOSIT: Tenant, concurrently with the execution of this Lease, has

deposited with Landlord the amount set forth in the BLI Rider as the security

deposit ("Security Deposit"). This sum shall be retained by Landlord as security

for the payment by Tenant of the Rent and for the faithful performance by Tenant

of all the other terms and conditions of this Lease, and Tenant's obligation to

pay the Security Deposit is Additional Rent hereunder. In the event Tenant fails

to faithfully pay the Rent and perform the terms and conditions of this Lease,

Landlord, at Landlord's option, may at any time apply the Security Deposit or

any part thereof toward the payment of the Rent and/or toward the performance of

Tenant's obligations under this Lease; in such event, within five (5) days after

notice, Tenant shall deposit with Landlord cash sufficient to restore the

Security Deposit to its original amount. The Security Deposit is not liquidated

damages. Landlord shall return the unused portion of the Security Deposit to

Tenant within thirty (30) days after the Expiration Date if Tenant is not in

default under any of the provisions of this Lease. Landlord may (but is not

obligated to) exhaust any or all rights and remedies against Tenant before

resorting to the Security Deposit. Landlord shall not be required to pay Tenant

any interest with regard to the Security Deposit nor hold the Security Deposit

in a separate account. If Landlord assigns its interest in this Lease, then

Landlord shall deliver the Security Deposit or the unapplied portion thereof to

the new landlord. Tenant agrees that if Landlord turns over the Security Deposit

or the unapplied portion thereof to the new landlord, then Tenant shall look to

the new landlord only (and not to Landlord) for the return of the Security

Deposit upon expiration of the Lease Term. If Tenant assigns this Lease with the

consent of Landlord, the Security Deposit shall remain with Landlord for the

benefit of the new tenant and shall be returned to such new tenant upon the same

conditions as would have entitled Tenant to its return.

At Tenant's option, the Security Deposit may be in the form of a clean,

irrevocable letter of credit (the "Letter of Credit") in the amount of the

required Security Deposit issued by a bank satisfactory to Landlord in

substantially the form attached hereto as Rider #3. In the event that Tenant

elects to tender its Security Deposit in the form of the Letter of Credit, the

Letter of Credit shall at all times

<PAGE>

be in effect throughout the Lease Term. Any termination or non-renewal of the

Letter of Credit prior thereto shall, unless Tenant earlier or concurrently

posts a cash security deposit in the then-applicable amount, constitute an

immediate default under this Lease and shall entitle Landlord to present the

Letter of Credit for payment in full. Any Event of Default under this Lease

pursuant to Section 24 hereof which has not been cured within any applicable

grace period and/or curative period shall entitle Landlord to present the Letter

of Credit for payment in the amount necessary to cure such default (or if such

default cannot be cured by the payment of money, for payment in full). Within

ten (10) days following any partial draw on the Letter of Credit, Tenant shall

replace the partially drawn Letter of Credit with a replacement letter of credit

identical in terms to the original Letter of Credit (or, alternatively, an

addendum to the original Letter of Credit), but in the amount of the Letter of

Credit prior to such partial draw, and that replacement letter of credit (or the

original Letter of Credit and such addendum) shall then become the "Letter of

Credit" for purposes of this provision. The Letter of Credit proceeds (other

than those used to cure a monetary default) shall be held by Landlord as a

Security Deposit under this Lease. The Letter of Credit will be endorsed

annually to reflect that it has been renewed at the then current face amount. If

Landlord assigns its interest in this Lease, then Landlord shall deliver the

Letter of Credit to the new landlord. Tenant agrees that if Landlord turns over

the Letter of Credit to the new landlord, then Tenant shall look to the new

landlord only (and not to Landlord) for the return of the original Letter of

Credit and any funds being held as a security deposit upon expiration of the

Lease Term. If Tenant assigns this Lease, the Letter of Credit shall remain with

Landlord for the benefit of the new tenant unless the new tenant tenders a

replacement Letter of Credit to Landlord from a bank approved by Landlord and

otherwise in conformity with the requirements for the Letter of Credit.

5. USE: Tenant shall use and occupy the Premises solely for the operation of the

business set forth in the BLI Rider and for no other use whatsoever. Tenant

acknowledges that its type of business, as specified in the BLI Rider, is a

material consideration for Landlord's execution of this Lease. Tenant shall not

commit waste upon the Premises nor suffer or permit any part of the Premises to

be used in any manner, or suffer or permit anything to be done in or brought

into or kept in the Premises or the Building, which would: (i) violate any law

or requirement of public authorities, (ii) cause injury to the Building or any

part thereof, (iii) unreasonably annoy or offend other tenants or their patrons

or interfere with the normal operations of HVAC, plumbing or other mechanical or

electrical systems of the Building or the elevators in a multistoried building,

(iv) constitute a public or private nuisance, or (v) alter the appearance of the

exterior of the Building or of any portion of the interior other than the

Premises pursuant to the provisions of this Lease. Tenant agrees and

acknowledges that Tenant shall be responsible for obtaining any special

amendments to the certificate of occupancy for the Premises and/or the Building

and any other governmental permits, authorizations or consents required solely

on account of Tenant's use of the Premises.

6. IMPROVEMENTS: Landlord shall, subject to the provisions of the Initial

Improvement Schedule attached hereto as EXHIBIT "B" and made a part hereof by

this reference, construct certain improvements in the Premises for Tenant's use

and occupancy as contemplated by this Lease (the "Improvements"). All attached

improvements (but not trade fixtures), including, without limitation the

Improvements made to the Premises, whether by Landlord or Tenant, shall become

the property of Landlord when attached to or incorporated into the Premises.

7. POSSESSION:

<PAGE>

A. Delivery of Possession. Landlord shall deliver possession of the

Premises to Tenant on the Lease Commencement Date set forth in the BLI Rider, as

such date may be extended in accordance with the provisions of the Initial

Improvement Schedule. The taking of possession by Tenant (or any permitted

assignee or subtenant of Tenant) of all or any portion of the Premises shall be

deemed conclusive evidence that Tenant has found the Premises fully acceptable,

subject, however, to Landlord's completion of punch-list items and to latent

defects discovered in the first year following the Lease Commencement Date. The

date on which Landlord is scheduled to deliver possession of the Premises to

Tenant pursuant to this Section 7(A) is referred to in this Lease as the "Date

of Possession".

B. Initial Delay. If Landlord is unable to deliver possession of the

Premises to Tenant on the Date of Possession for any reason not solely

attributable to (i) Tenant's Delay (as defined in EXHIBIT "B"), or (ii) an event

or condition described in Section 42(O), then the Lease Commencement Date and

the Rent Commencement Date shall not occur until Landlord delivers possession of

the Premises to Tenant. The deferral of the Lease Commencement Date and the Rent

Commencement Date, if Landlord is unable to deliver possession (and any sums

payable under Subsection D. below) shall be the full extent of Landlord's

liability to Tenant, and Tenant shall make no claim against Landlord for any

damages whatsoever, actual or consequential, including, without limitation, any

claims or damages for Tenant's holdover rent in a prior tenancy or on account of

a delay in delivery of possession of the Premises under this Lease.

C. Subsequent Delay. Subject to Subsection D. below, Landlord shall not be

liable to Tenant in any respect in the event of delay in the Date of Possession.

D. Holdover Premium. Notwithstanding the second sentence of Subsection B

and Subsection C. above, Tenant is presently leasing premises located at 80 S.W.

8th Street, Suite 2350, Miami, Florida 33130 (the "Existing Lease"). Tenant

hereby represents and warrants to Landlord that the Existing Lease expires on

September 30, 2004, and, further, that the Existing Lease provides that if

Tenant does not vacate its premises under the Existing Lease on or before said

expiration date, that Tenant shall be obligated to pay the landlord under the

Existing Lease holdover rent, defined in the Existing Lease as rent that is 200%

of the base rent and additional rent payable by Tenant for the month prior to

the expiration date of the Existing Lease ("Existing Lease Holdover Rent").

Further, Tenant represents and warrants that its monthly base rent under the

Existing Lease for the month prior to its expiration date is in the amount of

$17,495.71, plus sales tax, and that additional rent attributable to operating

expenses is in the amount of $1,134.71, plus sales tax (together "Current

Existing Lease Rent"). The difference between the Existing Lease Holdover Rent

and the Current Existing Lease Rent is referred to herein as the "Existing Lease

Holdover Premium". To the extent that Landlord's completion of the Improvements

requires more than ten (10) weeks following issuance of and Landlord's receipt

of a building permit by Miami-Dade County for the Improvements (but subject to

day by day extension for Unavoidable Delay and Tenant Delay as defined in

EXHIBIT "B" hereto), Landlord shall reimburse Tenant for months for which Tenant

was actually charged and actually paid the Existing Lease Holdover Premium for

those months following October 1, 2004 on which the Lease Commencement Date

occurs. Notwithstanding the foregoing, such ten (10) week period shall be

extended, and no reimbursement shall be made, for those days of delay

attributable to Tenant's Delay and Unavoidable Delay as defined in EXHIBIT "B"

hereto. Landlord shall make the foregoing reimbursement within thirty (30) days

following Tenant's tender to Landlord of evidence of its payment of the Existing

Lease

<PAGE>

Holdover Premium together with an invoice from landlord under the Existing Lease

for the Existing Lease Holdover Premium.

8. PARKING:

A. General. As long as there is no Event of Default by Tenant under this

Lease, Landlord shall provide Tenant during the Lease Term with unassigned,

nonexclusive parking spaces for the number of automobiles set forth in the BLI

Rider. Such parking spaces may be used only by principals and employees of

Tenant. Tenant shall, subject to paragraph 8(B) below, pay Landlord parking rent

(plus all applicable taxes) each month, per parking space, in the amount set

forth in the BLI Rider.

B. Rates. Intentionally Omitted.

C. Reservations. So long as Tenant's access to and use of its parking

spaces is not impaired in any material respect, Landlord has and reserves the

right to alter the methods used to control parking and the right to establish

such controls and rules and regulations (such as parking stickers to be affixed

to vehicles) regarding parking that Landlord may deem desirable. Without

liability, Landlord shall have the right to tow or otherwise remove vehicles

improperly parked, blocking ingress or egress lanes, or violating parking rules,

at the expense of the offending tenant, including, without limitation, Tenant,

and/or owner of the vehicle. Tenant's principals and employees shall not park in

any of the surface parking spaces located around the Building designated as

visitor parking. Landlord reserves the right to redesignate the use of the

surface parking spaces in Landlord's sole discretion.

D. Conditions. Tenant's right to use, and its right to permit its

principals and employees to use, the parking facilities pursuant to this Lease

are subject to the following conditions: (i) except with respect to Tenant's

reserved parking spaces, Landlord has made no representations or warranties with

respect to the parking area, the number of spaces located therein or the

availability of parking spaces on any given day thereto; (ii) Landlord reserves

the right to change access to the parking area, provided that some manner of

reasonable access to the parking area remains after such change; (iii) Landlord

has no obligation to provide a parking lot attendant and Landlord shall have no

liability on account of any loss or damage to any vehicle or the contents

thereof, Tenant hereby agreeing to bear the risk of loss for same; (iv) Tenant,

its principals and employees, shall park their automobiles and other vehicles

only where and as designated from time to time by Landlord (subject, however, to

the designation of reserved parking spaces made in this Lease); (v) if requested

by Landlord, Tenant shall promptly furnish Landlord with the license numbers of

any vehicles of Tenant, its principals and employees; and (vi) Tenant, its

principals and employees, shall not park in parking spaces designated as

"reserved" unless approved in writing by Landlord.

9. BUILDING SERVICES:

A. General. The services set forth below shall be provided by Landlord at

a service level set, defined and regulated by Landlord. During the Lease Term,

the regular business hours ("Business Hours") of the Building will be 7:30 a.m.

to 6:00 p.m., Monday through Friday, and on Saturday, from 8:00 a.m. to 1:00

p.m. on a limited basis so long as Tenant provides Landlord with advance notice

of Tenant's requirement for same, except the days on which the following

holidays

<PAGE>

are celeb

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