OFFICE/DISTRIBUTION BUILDING LEASE

Exhibit 10.6

OFFICE /DISTRIBUTION BUILDING LEASE

(Par. 6.4)(Approx.) 72,522 leasable square feet, which includes office space to be built out as per Exhibit “A”. Plans shall be mutually agreed on between Landlord and Tenant.

Addendum
Exhibit “A” - Floor Plan
Exhibit “B” - Rules and Regulations

2. LEASE Landlord hereby leases the Demised Premises to Tenant, and Tenant hereby leases the Demised Premises from Landlord, upon the terms and conditions hereafter set forth.

3. TERM

     3.1. COMMENCEMENT DATE The Commencement Date of the Term will be date Landlord delivers possession of the Demised Premises to Tenant for Tenant’s sole and exclusive use. After the Commencement Date, upon written demand by Landlord, Tenant agrees to execute and deliver to Landlord a written document certifying the Commencement Date of this Lease.

     3.2. LEASE YEAR A “Lease Year” shall mean and refer to a period of 12 full calendar months. The first Lease Year shall commence on the Commencement Date and shall terminate on the last day of the month which is 12 full calendar months thereafter. The last lease Year shall end on the expiration of the Term or earlier terminations of this Lease.

     3.3. INITIAL TERM The Initial Term of this lease will be for the number of Lease Years set forth in Paragraph 1.6.2, beginning on the Commencement Date.

     3.4. RENEWAL TERMS Tenant is hereby given the right to the number of Renewal Term(s) set forth in Paragraph 1.6.3, if any. Each Renewal Term shall be for the number of years set forth in Paragraph 1.6.3 after the expiration of the Initial Term or the immediately preceding Renewal Term, if any. Tenant must exercise its right to any Renewal Term granted to it by delivering written notice of its election to exercise the Renewal Term to landlord at least six months prior to the expiration of the Initial Term or the then existing Renewal Term. However, it shall be a condition to Tenant’s right to any Renewal Term that Tenant not be in default when the Renewal Term is exercised or begins, and if Tenant is in default, then Tenant shall forfeit its right to the Renewal Term and any future Renewal Terms. All of the terms of this Lease pertaining to the Initial Term, except for the amount of Rent, shall automatically apply to any Renewal Term.

     3.5. TERM The “Term” of this Lease shall mean and refer to the Initial Term, and any Renewal Term(s) which are provided to and property exercised by Tenant, as hereinabove described.

4. TENANT PAYMENTS Throughout the Term, Tenant agrees to pay to Landlord, without any prior demand required therefor and without any setoffs or deductions whatsoever, the “Tenant Payments,” as provided in this Lease, which shall include the Rent. Common Expense Contribution, all applicable sales and use taxes, and any other monies which pursuant to the terms of this Lease are to be paid to Landlord by Tenant. If any Tenant Payment is not received by Landlord when it is due. Landlord shall have the right to charge Tenant a late fee equal to the greater of $25.00 or 3% of the Tenant Payment, plus interest at the highest lawful rate from and after the due date of the Tenant Payment until received by Landlord, which late fee and interest shall be paid by Tenant within ten (10) days after written demand by Landlord as an additional Tenant Payment. Any Tenant Payment which is paid by check will be subject to clearance, and if such check is not honored it shall be deemed as if never paid by Landlord. ¿

5. RENT Throughout the Term. Tenant agrees to pay Landlord the Rent. All Rent shall be paid to Landlord in equal monthly installments, in advance, plus applicable sales and use taxes, on the first day of each and every calendar month throughout the Term. In the event the Commencement Date is other than the first day of a calendar month, the Rent installment for the remaining portion of the calendar month in which the Commencement Date falls shall be prorated on the basis of a thirty (30) day month and shall be paid on the Commencement Date. The Rent for each Lease Year of the Term will be that set forth in Paragraph 1.7.1 and 1.7.2 for the Lease Year. If no specific amount of Rent is set forth for any Lease Year(s) indicated in Paragraph 1.7.1 and 1.7.2, or if instead of a set amount of Rent the initials “C.P.I.” or a similar phrase or initials referring to a Consumer Price Index adjustment are inserted, then the Rent applicable to such Lease Year(s) shall be equal to the Rent applicable during the first Lease Year of the Term increased by the percentage increase in the Consumer Price Index as of three (3) months prior to the beginning of the Lease Year(s) for which the Consumer Price Index adjustment is to be made, as compared to the Consumer Price Index as of three (3) months prior to the Commencement Date. For these purposes, the Consumer Price Index to be utilized shall be that published by the Bureau of Labor Statistics of the U.S. Department of Labor, using the U.S. City Average, all Urban Consumers (1967 - 100). This Consumer Price Index adjustment shall be made for each Lease Year or group of Lease Years which are separately set forth in Paragraph 1.7.1 for which the adjustment is to be made as above determined. In the event the Consumer Price Index referred to above is no longer published, then a comparable index which measures inflationary factors, and the corresponding decrease in the purchasing power of the U.S. Dollar, shall be selected by Landlord and the Consumer Price Index adjustments shall be based upon such index. If a Consumer Price Index adjustment is to be made for any Lease Year(s), then Landlord shall notify Tenant in writing of the amount of the increased Rent for such Lease Year(s), and if Landlord fails to so notify Tenant prior to the commencement of such Lease Year. Tenant shall continue paying the previously applicable Rent installments until such time as Tenant is notified in writing of the appropriate increase

in the Rent, and within thirty (30) days thereafter Tenant shall pay Landlord any deficiency in the Rent installments paid by Tenant prior to such notification. Notwithstanding the foregoing, in no event shall the Rent for any Lease Year for which a Consumer Price Index adjustment is applicable be less than the Rent for the immediately preceding Lease Year. In addition, and notwithstanding the foregoing, if Tenant exercises its right to any Renewal Term, Landlord reserves the right, by written notice to Tenant prior to the beginning of the Renewal Term, to increase the Rent during the Renewal Term to the prevailing Rent then being charged by Landlord for similar space, and in that event any Consumer Price Index increases for subsequent Lease Years will be based upon the percentage increase in the Consumer Price Index as of three months prior to the beginning of the Lease Year, as compared to the Consumer Price Index as of three months prior to the beginning of the Renewal Term.

6. COMMON EXPENSE CONTRIBUTION

     6.1. COMMON EXPENSE CONTRIBUTION As an additional Tenant Payment, Tenant shall pay to Landlord a Common Expense Contribution, which shall be a share of such excess Common Expenses, as hereafter determined. The “Common Expenses” include all costs and expenses incurred by Landlord in connection with the ownership, operation, maintenance and management of the Building, and in providing services to the tenants of the Building including, but not limited to the following:

          6.1.1. Landlord’s insurance including, but not limited to, liability, casualty, rent loss, workman’s compensation, and flood insurance.

          6.1.2. Cleaning, maintaining, repairing, replacing, and painting of the entire Building (except the portions of the Building to be maintained by the tenants of the Building) and all equipment serving the Building.

          6.1.3. All utilities for the Building and the cost of maintaining and repairing all utility lines and services, except for utilities for the Demised Premises paid directly by Tenant.

          6.1.4. The amortized cost of equipment and personal property of Landlord used in connection with the maintenance and operation of the Building and rent paid for leasing any such equipment and personal property, and the amortized cost of installation of capital investment items which are primarily for the purpose of reducing (or avoiding increases in) operating costs or which may be required by governmental authority. All such costs shall be amortized over the reasonable life of the capital investment items with the reasonable life and amortization schedule being determined in accordance with generally accepted accounting principles and in no event to extend beyond the reasonable life of the Building.

          6.1.5. The wages and salaries of all employees engaged in the direct operation and maintenance of the Building, including all taxes, insurance and other expenses or benefits relating to such employees.

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

          6.1.7. Legal, accounting and management fees and expenses incurred with respect to the Building.

          6.1.8. All costs incurred in complying with any controlling governmental requirements.

     There shall be excluded from the foregoing Common Expenses only the following: the costs of initially constructing the Building: principal and/or interest payments made on any mortgage encumbering the Building: expenses which are for capital improvements and capital expenses as determined by Landlord’s accountant pursuant to generally accepted accounting principles and depreciation of the improvements constituting the Building, except pursuant to Paragraph 6.1.5. above: real estate broker’s commissions for leasing portions of the Building: and costs or expenses necessitated by the acts of any tenant, or any employee, agent or invitee of any tenant, to the extent Landlord is able to collect such costs and expenses from the responsible tenant. The foregoing list of Common Expenses shall not be deemed to impose any requirement that Landlord incur such expenses or provide such services to or on behalf of Tenant or in connection with the operation and maintenance of the Building.

     6.2. Amount Payable Tenant’s Common Expense Contribution shall be paid to Landlord monthly. On the first day of each and every calendar month throughout the Term, plus applicable sales taxes, on the basis of Landlord’s good faith estimate of the Common Expenses, which may be revised by Landlord from time to time and at any time, by written notice to Tenant at least ten (10) days prior to the due date of the next Common Expense Contribution. If the Commencement Date or the termination date of this Lease is a day other than the first day of a calendar month, the Common Expense Contribution payable by Tenant for the month in which the Commencement Date or termination date falls shall be appropriately prorated.

     6.3. Statements After the end of each calendar year. Landlord shall prepare and deliver to Tenant a statement of all Common Expenses actually incurred by Landlord for the prior calendar year. If the statement reflects Tenant underpaid its share of the actual Common Expenses for the calendar year, then within thirty (30) days after delivery of the statement Tenant shall pay any deficiency, and if the statement reflects that Tenant overpaid its share of actual Common Expenses for the calendar year, then within thirty (30) days after delivery of the statement Landlord shall refund the excess to Tenant or, at Landlord’s option, direct Tenant to deduct such excess from future Common Expense Contributions payable by Tenant. If this Lease commences or terminates in the middle of a calendar year. Tenant’s share of all Common Expenses for such calendar year shall be prorated based upon the number of days in the calendar year after the Commencement Date, or prior to the termination date, and without regard to when any particular Common Expense was actually incurred during the calendar year. If this Lease terminates in the middle of a calendar year, then as soon as Landlord is able to determine Tenant’s actual share of Common Expenses for the portion of the year prior to the termination of this Lease. Landlord shall refund to Tenant or apply against any other monies owed to Landlord any excess amount paid by Tenant.

     6.4. Determination of Tenant’s Responsibility Tenant’s share of the Common Expenses shall be equal to the ratio that the Gross Leasable Area of the Demised Premises bears to the entire Gross Leasable Area of the Building. The Gross Leasable Area of the Demised Premises, or any other Demised Premises within the Building, shall be the square feet of area within such Demised Premises plus a pro rata share of the Common Areas of the Building as determined by Landlord. Based upon the foregoing, Tenant’s initial share of the Common Expenses is set forth in Paragraph 1.7.3., but that share is subject to change upon written notice by Landlord based on the aforementioned formula.

7. TAXES AND ASSESSMENTS

     7.1 Taxes and Assessments Tenant shall be responsible for all real estate taxes, and for assessments charged by any governmental authority, or condominium or property owner’s association, against the Demised Premises during the Term. Such taxes and assessments for the first and last Lease Year will be prorated as of the commencement and termination dates of this Lease, preceding the Commencement Date and that portion of the year following the termination date. Landlord will forward to Tenant all tax bills which Tenant is required to pay and Tenant shall give Landlord evidence that the tax bills were paid no later than 30 days prior to the final date by which said taxes may be paid without becoming delinquent or in jeopardy or subject to penalty. In the alternative, Landlord may require Tenant to pay the amount of such taxes and assessments to Landlord, and as regards real estate taxes. Landlord may require Tenant to pay each month one twelfth (1/12) of the estimated taxes for the Demised Premises, and after the tax bill is issued Tenant shall pay any deficiency or Landlord shall refund to Tenant any excess taxes paid by Tenant. Notwithstanding the foregoing, in the event the taxes or assessments for the Demised Premises are assessed against the Building and are not separately assessed against the Demised Premises, then Landlord may include such taxes and assessments as part of Common Expenses.

     7.2. Personal Property Taxes Tenant shall pay, prior to delinquency, all taxes assessed or levied upon its business operation, and upon its leasehold interest, trade fixtures, furnishings, equipment, and personal property of any kind owned, installed or used by Tenant in, on or upon the Demised Premises, and all alterations, change and additions thereto.

     7.3. Sales Tax Tenant, and not Landlord, shall pay, when due and payable, the Florida State Sales Tax and any other sales or excise tax or assessment now or hereafter levied or assessed upon or against Tenant’s or Landlord’s interest in the Tenant Payments to be paid under this Lease.

8. UTILITIES

     8.1. Responsibility Tenant shall be responsible for obtaining, maintaining and paying for telephone and electrical utility service for the Demised Premises. Water and sewer service, and trash removal service, will be provided by Landlord as part of the Common Expenses. However, if Landlord determines in its sole discretion that Tenant uses more water and sewer service, or trash removal service than the other tenants of the Building. Landlord reserves the right to separately charge Tenant for such services, and reserves the right to charge Tenant for special trash removal service which may be required at any time if Tenant throws out unusual or extraordinary amounts of trash.

     8.2. Landlord shall not be liable for any disruption of any of the above referenced utility or other services for reasons beyond the control of Landlord.

9. RENT DEPOSIT Tenant has deposited with Landlord a security deposit (the “Deposit”) as set forth in Paragraph 1.8. The foregoing Deposit will be held by Landlord, without liability for interest, as security for the full and faithful performance by Tenant of each and every term, covenant and condition of this Lease on the part of Tenant to be observed and performed. If Tenant fails to perform any of the terms of this Lease, then Landlord may, at its option, and without prejudice to any other remedy which

Landlord may have on account thereof, appropriate and apply the entire Deposit, and any other monies of Tenant held by Landlord, or so much thereof as may be necessary to compensate Landlord toward the payment of any Tenant Payment then due from Tenant, or toward any loss, damage or expense sustained by Landlord resulting from such default on the part of Tenant, and in such event. Tenant shall forthwith, upon demand by Landlord, restore the Deposit to its original sum. In the event Tenant shall fully and faithfully comply with all of the terms, covenants and conditions of this lease and promptly pay all Tenant Payments as they fall due, the Deposit will be returned to Tenant promptly after the expiration of the Term and after Tenant vacates the Demised Premises, as herein required.

10. DEMISED PREMISES The “Demised Premises” constitute a portion of the office building constructed or to be constructed upon the property described in exhibit “A” attached hereto, which portion is identified on the floor plans attached to Exhibit “A” and is identified in Paragraph 1.5. As used in this Lease, the term “Building” means and refers to the office building, and all of the Common Areas as described in Paragraph 12 and in addition in the event the office building is part of a condominium which includes other buildings, then the term “Building” shall mean and refer to all of the buildings within the condominium. The boundaries of the Demised Premises are the interior unfinished surface of the structural ceiling, the interior unfinished surface of the floor, the center of interior walls and the unfinished outside surface of exterior walls. Tenant’s right to the use of the Demised Premises shall be subject to the rights of Landlord to install, maintain, use, repair and replace pipes, duct work, conduits, utility lines and wires through hung ceiling space, column space and partitions in or beneath the floor slab or above or below the Demised Premises and serving the Demised Premises or other parts of the Building.

11. USE OF PREMISES Tenant shall use the Demised Premises solely for the purpose specified in Paragraph 1.9. and shall not use or permit the Demised Premises to be used for any other purpose or purposes without the prior written consent of Landlord, which consent may be granted or withheld in Landlord’s sole discretion.

12. COMMON AREAS

     12.1. The “Common Areas” (as initially constructed or as the same may at any time thereafter be enlarged or reduced) shall mean all areas, space, facilities, equipment, signs and special services from time to time made available by Landlord for the common and joint use and benefit of Landlord, Tenant and other tenants and occupants of the Building, and their respective employees, agents, subtenants, licensees, customers and invitees.

     12.2. Use of Common Areas Tenant and its employees and invitees are, except as otherwise specifically provided in this Lease, authorized and privileged during the Term to use the Common Areas for their respective intended purposes in common with other persons.

     12.3. Changes by Landlord Landlord shall have the right to determine the nature and extent of the Common Areas, and to make such additions, alterations, changes or deletions to the Common Areas as Landlord may determine from time to time or which may be required by any governmental authority.

     12.4. Parking Landlord reserves the right to assign particular parking spaces to any tenant, and in that event if Tenant, its employees, guests and invitees part their vehicles in any parking space assigned to any other tenant. Landlord shall have the right to tow such vehicles at the expense of Tenant.

13. RIGHTS RESERVED TO LANDLORD Landlord reserves the following rights with respect to the Demised Premises and the Building:

     13.1. Constantly to have keys to the Demised Premises, and Tenant shall not change the door locks on the entrance doors into or on any doors within the Demised Premises, or add any locks to such doors, without the prior written consent of Landlord.

     13.2. Upon notice to Tenant (except in situations of emergency where no notice shall be required), to enter the Demised Premises for inspections, repairs, alterations or additions to the Demised Premises, or when such entry is required in connection with the inspection, repair, alteration or addition to other portions of the Building.

     13.3. Upon notice to Tenant to exhibit the Demised Premises to others.

     13.4. To enter the Demised Premises for any purpose whatsoever related to the safety, protection, preservation or improvement of the Demised Premises or the Building without being deemed guilty of an eviction or disturbance of Tenant’s use and possession and without being liable in any manner to Tenant.

14. RULES AND REGULATIONS Tenant agrees that Landlord may establish and amend from time to time reasonable Rules and Regulations regarding the use, operation and maintenance of the various demised premises and the Common Areas, and Tenant covenants to abide by all such Rules and Regulations that shall be now or hereafter in effect from time to time. The present Rules and Regulations are attached hereto in Exhibit “B”.

15. SIGNS No signs, symbols or identifying marks shall be placed upon the Common Areas, or upon the windows or the exterior of the doors or walls of the Demised Premises, without the prior written consent of Landlord. Landlord agrees to provide and install, at Tenant’s cost, a building standard identification sign for Tenant on the exterior of the Demised Premises.

16. REPAIRS AND ALTERATIONS OF DEMISED PREMISES

     16.1. Landlord’s Obligations Subject to the provisions of those paragraphs dealing with destruction and condemnation, Landlord shall not be required to make any repairs of any kind or nature to the Demised Premises, except for necessary repairs to the slab floor (but not any floor covering) and structural roof or ceiling thereof (but not any hung or decorative ceiling or light fixtures), and structural repairs to the building of which the Demised Premises forms a part, unless the necessity for any of such repairs to the slab floor, roof or structure shall have been occasioned by any act, omission or negligence of Tenant, or any subtenant, or licensee of Tenant, or their respective employees, agents, customers, invitees or contractors, or is otherwise caused by Tenant, in which event Tenant agrees to forthwith make any such repairs, at Tenant’s cost and expense. In any event, Landlord will not be required to make any repair unless and until a reasonable time after Tenant gives Landlord written notice of the necessity for the repair.

     16.2. Tenant’s Obligations Subject to the provision of those paragraphs dealing with destruction and condemnation and the preceding subparagraph, Tenant agrees, at Tenant’s own cost and expense, to keep and maintain the Demised Premises and each and every part thereof in good order and condition and to make all repairs thereto, including but not limited to the exterior doors and door frames, windows and window frames, all of Tenant’s signs, and the lighting, electrical, plumbing, sewage, sprinkler and alarm systems, air conditioning and heating systems, equipment, fixtures and facilities exclusively serving the Demised Premises (including such as are installed or located outside of the Demised Premises and which exclusively serve the Demised Premises).

     16.3. Landlord’s Approval for Repairs Tenant agrees to make no alterations, changes, improvements, repairs, replacements or additions to the Demised Premises which would materially alter the Demised Premises, or the appearance thereof from that previously approved by Landlord, nor to install any additional equipment therein (other than trade fixtures, and equipment which does not overburden the standard electrical service for the Demised Premises, removable without material damage to the Demises Premises) without, in each instance, obtaining the Landlord’s prior written approval. As a condition to Landlord granting its approval, Landlord may require Tenant to supply Landlord with plans and specifications for such work, and in that event the work shall be made in accordance with plans and specifications approved by Landlord. All work shall be performed in a work man like manner by duly licensed contractors approved by Landlord, in compliance with all controlling laws, ordinances, orders, rules, regulations, and other requirements of all controlling government authorities and, where applicable. Tenant shall be required to obtain all necessary governmental permits and authorizations prior to commencing any work.

17. INSURANCE

     17.1. Tenant’s Insurance Tenant agrees to secure and keep in force from and after the date Landlord shall deliver possession of the Demised Premises to Tenant and throughout the Term, at Tenant’s own cost and expense, comprehensive general liability insurance with a limit of not less than $500,000.00 for injury or death to any person and $1,000,000.00 for any single occurrence, and with a limit of not less than $100,000.00 for property damage, occurring upon, in or about the Demised Premises, including water damage and sprinkler leakage legal liability if sprinklers are installed within the Demised

Premises, or such greater amounts as may be reasonably required by Landlord from time to time in accordance with industry standards. Landlord shall be named as an additional insured on the insurance policy. The original policy or a certificate thereof shall be delivered to Landlord prior to Tenant’s possession of the Demised Premises, and within 30 days prior to the expiration of such policy, and as often as any such policy shall expire or terminate, a renewal or replacement policy shall be procured and maintained by Tenant. Tenant’s insurance policy shall contain a provision that the insurer will give Landlord at least 30 days’ written notice prior to canceling, terminating, or reducing the amount of Tenant’s insurance.

     17.2. Landlord’s Insurance Landlord shall maintain comprehensive general liability insurance, casualty insurance, rent insurance, and such other insurance as landlord may deem reasonably necessary or desirable to protect it against loss with respect to the Building or to protect it against claims which may arise out of the operation of the Building. Tenant shall have no rights in any policy or policies maintained by Landlord and shall not be entitled to be a named insured thereunder.

18. DESTRUCTION

     18.1. If the Demised Premise, or any portion of the Building shall be damaged or destroyed by fire or other casualty Landlord shall, except as otherwise provided herein, repair and restore the same to substantially the same condition thereof existing immediately prior to such damage or destruction, or to the condition thereof existing as of the Commencement Date, in Landlord’s discretion. If by reason of such occurrence:

          18.1.1. The Building is damaged in whole or in part as a result of a risk which is not covered by Landlord’s insurance policies, or is damaged to such an extent that rebuilding or restoring the Building is not feasible in Landlord’s discretion: or

          18.1.2. The Demised Premises is damaged in whole or in part during the last year of the Term: or

          18.1.3. The Building containing the Demised Premises is damaged to such an extent that the Building cannot in the sole but reasonable judgment of Landlord be operated as an integral unit:

Then or in any such events, Landlord may elect either to repair the damage as aforesaid, or to terminate this Lease by written notice of termination to Tenant, within one hundred twenty (120) days after the date of such occurrence, and thereupon this Lease shall cease and terminate with the same force and effect as though the date of Landlord’s notice was the date herein fixed for the termination of this Lease and Tenant shall vacate and surrender the Demised Premises to Landlord. Upon the termination of this Lease as aforesaid. Tenant’s liability for all Tenant Payments reserved hereunder shall cease as of the effective date of the termination of this Lease, subject, however, to the provisions for the prior abatement hereinafter set forth. Unless this Lease is terminated by Landlord as aforesaid, this Lease shall remain in full force and effect.

     18.2. If by reason of fire or ot