OFFICE LEASE

Office Lease Agreement

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LEXIN CELEBRATION, LLC | VOX COMMUNICATIONS CORP.

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Title: OFFICE LEASE
Governing Law: Florida Date: 3/15/2005
Industry: Communications Services Sector: Services

Exhibit 10(E)

OFFICE LEASE

Between

LEXIN CELEBRATION, LLC

as Landlord

and

VOX COMMUNICATIONS CORP.

as Tenant

Dated

January 25, 2005

DOWNTOWN CELEBRATION

CELEBRATION, FLORIDA

<PAGE>

TABLE OF CONTENTS

Page

----

1. DEFINITION ............................................................ 1

2. TERM .................................................................. 8

3. CONSTRUCTION OF PREMISES .............................................. 8

4. UTILITIES ............................................................. 11

5. SIGNAGE ............................................................... 12

6. USE AND OPERATION OF PREMISES ......................................... 12

7. ENVIRONMENTAL COMPLIANCE .............................................. 14

8. SECURITY DEPOSIT ...................................................... 15

9. RENT .................................................................. 15

10. COMMON PROPERTY ....................................................... 17

11. COMMON EXPENSES ....................................................... 18

12. ADVERTISING AND PROMOTION ............................................. 21

13. INSURANCE ............................................................. 22

14. DAMAGE OR DESTRUCTION ................................................. 24

15. ALTERATIONS AND REMOVALS .............................................. 25

16. MAINTENANCE AND REPAIRS ............................................... 26

17. LANDLORD'S RIGHT TO INSPECT ........................................... 28

18. ASSIGNMENT AND TRANSFER; SUBLETTING ................................... 28

19. LANDLORD'S INTEREST NOT SUBJECT TO LIENS .............................. 29

20. EMINENT DOMAIN ........................................................ 30

21. SUBORDINATION AND ATTORNMENT .......................................... 31

22. END OF TERM ........................................................... 33

23. INDEMNITY ............................................................. 34

24. DEFAULT; LANDLORD'S LIEN .............................................. 34

25. NO ABATEMENT OF RENT .................................................. 38

26. NOTICES ............................................................... 39

27. MISCELLANEOUS ......................................................... 40

EXHIBIT "A" - Graphic Depiction of Downtown Celebration Property

EXHIBIT "B" - Downtown Celebration Site Plan

EXHIBIT "C" - Premises Floor Plan

EXHIBIT "D" - Tenant's Work

EXHIBIT "D-1" - Landlord's Work

EXHIBIT "E" - Permitted Use of Premises

EXHIBIT "F" - Downtown Celebration Office Building Rules and Regulations

EXHIBIT "G" - Guaranty

EXHIBIT "H" - Downtown Celebration Common Expenses - List of Items and

Charges

EXHIBIT "I" - Extension Option

<PAGE>

OFFICE LEASE

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

THIS OFFICE LEASE (this "Lease") is made and entered into by and between

LEXIN CELEBRATION LLC, a Delaware limited liability company authorized to

transact business in the State of Florida ("Landlord"), and VOX COMMUNICATIONS

CORP., a Delaware corporation authorized to transact business in the State of

Florida ("Tenant"), who covenant and agree as follows:

W I T N E S S E T H:

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

Subject to the terms and conditions of this Lease, Landlord leases to

Tenant and Tenant hires from Landlord the Premises. In addition to all other

rights which it has under this Lease, Landlord expressly reserves all rights

relative to the Building which are not expressly and specifically granted to

Tenant under this Lease.

Landlord and Tenant covenant and agree:

BASIC LEASE PROVISIONS

1. Definitions: The following terms, as used in this Lease, shall have the

following meanings in this Lease and all exhibits to this Lease.

1.1. Definitions.

ADA: (See Section 3.4)

Additional Rent: (See Section 9.3 and Section 11.1)

Address for Notices: If to Landlord:

Lexin Celebration LLC

720 Celebration Avenue, Suite 130

Celebration, Florida 34747

Attention: Property Manager

Facsimile: (407) 566-4705

Telephone: (407) 566-4007

With a copy to:

Lexin Celebration LLC

c/o Lexin Capital LLC

654 Madison Avenue, Suite 703

New York, New York 10021

Attention: Metin Negrin

Facsimile: (212) 750-3505

Telephone: (212) 750-3500

If to Tenant:

Vox Communications Corp.

610 Celebration Avenue Suite # 120

Celebration, Florida 34747

Facsimile: (321) 939 2336

Telephone: (321) 559 1414

Address for Payments: Lexin Celebration LLC

720 Celebration Avenue, Suite 130

Celebration, Florida 34747

<PAGE>

Allocated Percentage Share

of Building Common Expenses: 5.90% (See Section 11.4), which

percentage the parties acknowledge has

been agreed upon for all purposes

herein, unless adjusted as provided in

Section 1.3, Section 11.4 or Section

11.5.

Allocated Percentage Share

of the Designated Office

Share of Downtown

Celebration Common Expenses: 2.02% (See Section 11.2), which

percentage the parties acknowledge has

been agreed upon for all purposes

herein, unless adjusted as provided in

Section 11.2 or Section 11.5.

Allocated Percentage Share

of Downtown Celebration

Office Common Expenses: 2.02% (See Section 11.3), which

percentage the parties acknowledge has

been agreed upon for all purposes

herein, unless adjusted as provided in

Section 11.3, or Section 11.5.

Alteration: (See Section 15.1)

Association: Celebration Non-Residential Owners

Association, Inc., a Florida

not-for-profit corporation.

Association Declaration: Declaration of Covenants, Conditions

and Restrictions for Celebration

Non-Residential Properties, recorded

in Official Records Book 1248, Page

28, of the Public Records of Osceola

County, Florida, as supplemented by

the Supplemental Declaration of

Covenants, Conditions and Restrictions

for Celebration Nonresidential

Properties, recorded on September 22,

1995 in Official Records Book 1282,

Page 628, Public Records of Osceola

County, Florida, as the same may have

been and may hereafter be amended,

supplemented and/or modified from time

to time.

Attractions: (see Theme Park definition)

<TABLE>

Base Rent: Annual Base Rent Annual

Per Lease Year: Per Sq. Ft Base Rent

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

1 $18.00 34,272.00

2-3 inclusive (See Section 9.1)

4-8 inclusive (See Exhibit "I")

</TABLE>

Broker: None (See Section 28.10)

Building: The office building in which the

Premises is located within Downtown

Celebration located at 610 Sycamore

Street, Celebration, Florida.

Building Common Expenses: (See Section 11.4)

CDD: Celebration Community Development

District, a unit of special purpose

government created pursuant to the

provisions of Chapter 190, Florida

Statutes.

CPI: (See Section 9.1)

CPI Index: (See Section 9.1)

<PAGE>

Commencement Date: February 1, 2005

Common Expenses: (See Section 11.1)

Common Property: The Downtown Celebration Buildings,

together with certain land and common

facilities and improvements as the

same may now or hereafter be located,

constructed, developed, or relocated

on the Downtown Celebration Property

and which is available for the

non-exclusive common and joint use and

benefit of Landlord, Tenant, and all

other tenants, owners, and occupants

of Downtown Celebration and their

respective employees, agents,

licensees, customers, and invitees.

Common Property may include, but not

be limited to, all roofs and other

exterior and structural elements of

Downtown Celebration Buildings,

elevators, stairways, sidewalk

entrances, hallways, corridors,

interior walkways, entrances and exits

to Downtown Celebration, service

roads, parking areas owned by

Landlord, loading areas, lighting

systems, lawn and landscaping areas,

irrigation systems, ponds, lakes, and

drainage systems, utility lines, pipe

systems and facilities (excluding

those, if any, owned by utility

companies providing such utility

services to Downtown Celebration), and

signs and signage facilities owned by

Landlord.

Condenser Water System: Shall mean the central condenser water

system serving the Downtown

Celebration Buildings and shall

include a central cooling tower,

condenser water supply and return

lines and other related equipment.

Default Rate: The lesser of: (i) 18% per annum; or

(ii) the highest rate of interest then

allowable pursuant to Florida law.

Deposit: Four Thousand Two Hundred Eigthy-Five

and 00/100 Dollars ($4,285.00)

Designated Office Share of

Downtown Celebration Common

Expenses: (See Section 11.2)

Downtown Celebration: A mixed-used district located on the

Downtown Celebration Property which

may include, but not be limited to,

such uses as retail shopping,

restaurants, professional offices,

residential apartments, and other

uses.

Downtown Celebration

Building(s): Multi-tenant mixed-used buildings,

both attached and detached, single

level and multi-level, located within

Downtown Celebration.

Downtown Celebration Common

Expenses: (See Section 11.2 and Exhibit "H")

-----------

Downtown Celebration Office

Common Expenses: (See Section 11.3)

Downtown Celebration

Property: A portion of the real estate project

known as Celebration, Florida, and as

generally depicted on Exhibit "A"

attached to this Lease.

Downtown Celebration

Site Plan: The schematic site plan of Downtown

Celebration as depicted on Exhibit

"B", a copy of which is attached to

this Lease.

<PAGE>

Entertainment Company: Any person or entity engaged in the

business of owning (which shall mean

owning a ten percent (10%) or greater

interest in), managing or operating

one (1) or more Theme Parks.

Event of Default: (See Section 25)

Execution Date: The date when the last one of Landlord

and Tenant has signed and delivered

this Lease.

Extension Option: (See Exhibit "I")

-----------

Extension Option Term: (See Exhibit "I")

-----------

Guarantor: (See Section 24.1)

Hazardous Materials: (See Section 7.1)

Holidays: (See Exhibit "F")

-----------

HVAC System(s): Shall mean the heating, ventilating

and air conditioning system(s),

including ducted supply, distribution

and return air through an open ceiling

plenum, installed by Landlord in

Downtown Celebration Buildings

intended to be occupied by one (1) or

more Office Tenants.

Landlord's Work: (See Section 3.1 and Exhibit "D-1")

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

Lease Year: A period comprised of twelve (12)

consecutive calendar months. The first

"Lease Year" shall commence on the

first day of the first month following

the month in which the Commencement

Date occurs (hereinafter the "Lease

Year Commencement Date") and shall

expire on the day immediately

preceding the first anniversary of the

Lease Year Commencement Date

(hereinafter the "Lease Year

Termination Date"). Notwithstanding

the foregoing, if the Commencement

Date should fall on the first day of a

month, such date shall be deemed the

Lease Year Commencement Date and the

date which immediately precedes the

first anniversary of the Lease Year

Commencement Date shall be deemed the

Lease Year Termination Date. Each

succeeding Lease Year shall commence

on the day after the Lease Year

Termination Date of the preceding

Lease Year and shall continue for

twelve (12) consecutive calendar

months.

Office Tenant: (See Section 11.3)

Operating Hours: (See Section 6.3)

Permitted Name: Vox Communications, subject to the

provisions of Exhibit "E".

-----------

Permitted Use: (See Section 6.1 and Exhibit "E")

-----------

Plans and Specifications: (See Section 3.2)

Plan Submittal Date: On or before the date which is thirty

(30) days after the Execution Date.

Possession Date: The date on which possession of the

Premises is first made available to

Tenant by Landlord.

Possession Notice: (See Section 3.1)

<PAGE>

Premises: The Premises shall consist of and

include that portion of interior space

within the first and second floors of

the "Building" located at 610 Sycamore

Street, Celebration, Florida 34747 and

known as Unit (or Suite) 120 and 225

as shown on the Downtown Celebration

Site Plan attached hereto as Exhibit

"B" and shall be configured

approximately as shown on the Premises

Floor Plan attached hereto as Exhibit

"C", together with all rights,

privileges, and easements appurtenant

thereto.

Premises Floor Plan: The schematic floor plan of the

Premises as depicted on Exhibit "C"

attached to this Lease.

Projected Possession Date: February 1, 2005

Rent (or Rents): Base Rent and all other monies and

sums due to Landlord from Tenant

hereunder as Additional Rent.

Rentable Floor Area: One Thousand Nine Hundred Four (1,904)

square feet, which square footage the

parties acknowledge has been agreed

upon for all purposes herein.

Restricted Uses: (See Section 6.1)

Signs: (See Section 5.1)

Taking: (See Section 20.1)

Tenant's Share: (See Sections 11.2, 11.3 and 11.4)

Tenant's Work: (See Section 3.3 and Exhibit "D")

-----------

Tenant's Work Completion

Date: On or before the date which is sixty

(60) days after the Possession Date

(See Section 3.8)

Term or Lease Term: Three (3) years, subject to the

provisions of Section 2.1

Termination Date: The day immediately preceding the

third (3rd) anniversary of the first

Lease Year Commencement Date.

Theme Park: (a) all facilities, the primary

business of which is offering rides or

amusement devices, including, without

limitation, attractions, game arcades,

rides and shows, virtual reality

and/or other similar entertainment

devices and other entertainment

elements, regardless of whether an

admission fee is charged (collectively

"Attractions"); and (b) any and all

areas and facilities (including,

without limitation, resorts, shopping

areas, golf courses and restaurants)

associated, and/or commonly marketed,

with such Attractions.

1.2. Demise. Landlord, for and in consideration of the Rents herein

reserved and required to be paid by Tenant and of the covenants, promises and

agreements herein contained and required to be kept, observed and performed by

Tenant, does hereby demise, let and lease unto Tenant, and Tenant, for and in

consideration of the foregoing demise by Landlord and of the covenants, promises

and agreements herein contained and required to be kept, observed and performed

by Landlord, does hereby hire, lease and take as Tenant from Landlord, the

Premises for the Term and for the Permitted Use set forth on Exhibit "E"

attached hereto and made a part hereof, and for no other use or purpose, and on

those terms and conditions hereinafter specified in this Lease.

<PAGE>

1.3. Premises.

1.3.1. The Premises shall include only the space and appurtenances

specifically demised and granted in this Lease, with Landlord hereby

specifically excepting and reserving for and unto itself, the roof, the air

space above the roof, the space and ground below the floor, the dividing walls

between the Premises and the adjoining premises within the Building, if any, and

the exterior walls of the Premises, if the Premises occupies less than the

entire Building, and the Building, including the storefront, and including the

right to install, maintain, use, repair and replace conduits, utility lines,

wires, pipes and duct work in and through the Premises. Landlord and Tenant

agree that the Rentable Floor Area stated in Section 1 of this Lease shall be

used in the calculation of Base Rent and other sums as appropriate under this

Lease, notwithstanding any variation of the actual rentable floor area of the

Premises from such Rentable Floor Area.

1.3.2. Landlord shall have the right, either before the commencement

of or during the Term, upon not less than thirty (30) days written notice to

Tenant, to change the location of the Premises to another location within the

Building or another Downtown Celebration Building, provided that the new

location is reasonably similar in size. If Tenant is occupying the Premises when

Landlord exercises its rights hereunder, Landlord, at its expense, shall remove,

relocate and reinstall Tenant's equipment (including telephones), furniture and

fixtures in the new premises, and redecorate the new premises so that they will

substantially resemble the former Premises. Upon completion of the change in

location of the Premises, the parties shall execute an amendment to this Lease

which sets forth the new description of the Premises and amends any other terms

of this Lease, if any, required to be amended as a result of the relocation of

the Premises.

1.4. Quiet Enjoyment. Landlord covenants and agrees that so long as Tenant

shall timely pay all Rents due to Landlord from Tenant hereunder and keep,

observe and perform all covenants, promises and agreements on Tenant's part to

be kept, observed and performed hereunder, Tenant shall and may peacefully and

quietly have, hold and occupy the Premises free of any interference from

Landlord; subject, however, to each of the terms, provisions and conditions of

this Lease.

2. TERM.

-----

2.1. Term. Unless sooner terminated as elsewhere provided in this Lease,

the Term of this Lease shall be as set forth in Section 1 of this Lease, and

shall commence at 12:01 a.m. on the Commencement Date and shall cease, terminate

and expire at 11:59 p.m. on the Termination Date.

2.2. Early Termination. If and only if: (i) Tenant shall not then be in

default under the terms of the Lease; (ii) neither Tenant nor any of Tenant's

Affiliates shall then be in default under any other agreement between Tenant or

any of Tenant's Affiliates and Landlord and any of Landlord's Affiliates; and

(iii) Landlord and Tenant execute and deliver a valid lease for another space

that is owned and/or managed by Landlord, and which space has a Rentable Floor

Area in excess of One Thousand Nine Hundred Four (1,904) square feet, then, upon

the execution and delivery of such new lease, Landlord hereby agrees to

terminate the Lease.

2.3. Commencement Date; Possession.

2.3.1. The Term of this Lease shall commence on the Commencement

Date as defined in Section 1 hereof. Possession of the Premises shall be

delivered by Landlord and accepted by Tenant on the Possession Date. If the

Commencement Date is delayed because of failure to complete any alteration or

construction work or for any other reason not attributable to fault on the part

of Tenant, or if Landlord is unable to deliver possession of the Premises on the

Commencement Date by reason of the holding over of any prior tenant, Tenant

shall not be required to commence payment of rent until the Commencement Date

has occurred and Landlord has delivered possession of the Premises to Tenant.

However, nothing set forth in this section will operate to extend the Lease Term

and rent abatement will be the full extent of Landlord's liability to Tenant on

account of the delay. Landlord shall determine the Commencement Date as provided

in Section 1.1 and shall notify Tenant of the date so determined. Tenant shall,

if Landlord so requests, thereafter execute a letter confirming the Commencement

Date and the expiration date of this Lease.

2.3.2. Notwithstanding that the Commencement Date shall be

established in the manner and on the date provided in this Section 2.3, Tenant

and Landlord acknowledge and agree that this Lease is binding upon them as of

the Execution Date, and all obligations of Tenant, other than the obligation to

pay Rents, shall commence as of the Execution Date.

2.4. Acceptance of Possession. At the time this Lease is executed, Tenant

certifies that it has inspected the Premises and accepts the same in its

existing "AS IS" "WHERE IS" condition except for Landlord's Work as provided in

Exhibit "D-1" attached hereto. Upon substantial completion of Landlord's Work,

Landlord shall notify Tenant in writing that possession of the Premises is being

delivered to Tenant (the "Possession Notice"). Landlord's Work shall be deemed

substantially complete when the work is completed in such a fashion as to enable

Tenant to begin performance of Tenant's Work. A certificate by Landlord's

architect

<PAGE>

certifying that substantial completion of Landlord's Work has occurred shall be

binding and conclusive upon Tenant. Landlord shall have no responsibility or

liability for any damage to or loss of property as a result of theft, vandalism

or other act causing damage to the Premises.

3. CONSTRUCTION OF PREMISES.

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

3.1. Tenant's Plans and Specifications. Not later than the Plan Submittal

Date, Tenant shall submit to Landlord for its review and approval, and, if

necessary, resubmit the same from time to time within fifteen (15) days after

receipt of written notice of disapproval thereof from Landlord, until the same

are approved by Landlord, detailed drawings and plans and specifications of and

for all interior improvements to be constructed and installed by Tenant in the

Premises as Tenant's Work, including, without limitation, a layout, lighting

plan, interior finish and material samples, typical display technique, if

applicable, interior and exterior signage plans and specifications, store front,

and any work or equipment to be done or installed by Tenant affecting any

structural, mechanical or electrical part of the Premises, the Building, or any

other portion of Downtown Celebration, and also showing all Trade Fixtures to be

installed therein by Tenant (the "Plans and Specifications"). The Plans and

Specifications shall be prepared by a licensed architect. Tenant shall not

commence the construction and installation of any of Tenant's Work or Trade

Fixtures unless and until Landlord shall give its written consent and approval

to the Plans and Specifications, which consent Landlord may grant or withhold in

its sole and absolute discretion. Upon Tenant's receipt of: (i) Landlord's

approval of the Plans and Specifications; and (ii) the Possession Notice, Tenant

shall promptly thereafter, and at its sole cost and expense, diligently seek and

obtain all necessary building permits and governmental approvals required to

enable Tenant to construct Tenant's Work.

3.2. Tenant's Work. Within fifteen (15) days following the later of: (a)

the Possession Date; or (b) Tenant's receipt of written notice from Landlord

approving the Plans and Specifications, Tenant shall, at its expense, and to the

extent necessary, commence the construction and installation within the interior

of the Premises of those improvements more particularly listed and described on

the schedule of work to be accomplished by Tenant attached hereto as Exhibit

"D-1" ("Tenant's Work"). Tenant shall cause all of Tenant's Work to be completed

and a certificate of occupancy issued therefore, on or before Tenant's Work

Completion Date. Tenant warrants and represents to Landlord that all such

Tenant's Work will be of first-class quality and shall be performed in a good

and workmanlike manner and in conformance with all applicable laws, ordinances,

requirements, orders, directions, rules and regulations of all governmental

authorities, and in accordance with the Plans and Specifications. The contractor

selected by Tenant to perform Tenant's Work shall be approved by Landlord in

writing prior to commencement of construction, and the construction contract to

be executed by Tenant and its contractor for Tenant's Work shall expressly

provide that contractor must deliver to Tenant and Landlord, prior to

commencement of construction, a payment and performance bond for the full amount

of the contract price and in the form prescribed by Section 713.23 (c), Florida

Statutes, as amended from time to time, which bond shall name Landlord as a

joint obligee. The payment and performance bond must be issued by a surety

insurer authorized to do business in the state of Florida. Simultaneously with

the construction and installation, or immediately following the completion of

Tenant's Work, as aforesaid, but in any event not later than the Commencement

Date, Tenant shall cause to be installed within the Premises all trade fixtures

reasonably required for the operation, as conducted by Tenant, of the business

contemplated by this Lease to be operated on, in and from the Premises,

including those trade fixtures, if any, contemplated, shown and described on the

Plans and Specifications (the "Trade Fixtures"). Trade Fixtures so installed in

the Premises by Tenant shall be new and of first-class quality and workmanship.

Tenant shall not install, or allow to be installed, any work of "visual art" (as

described in 17 U.S.C. ss. 101 - 113 et seq. or successor statutes) in which is

incorporated in or made part of the Building without Landlord's express prior

written consent, which consent may be withheld at Landlord's sole and absolute

discretion, and if granted, such consent shall be upon such terms and conditions

as Landlord shall prescribe.

3.3. Construction Process. The provisions of this Article 3 and of Article

15, and Exhibit "D" to this Lease, shall apply to the improvement of the

Premises in the first instance, and any future modifications, alteration or

renovations to the Premises, and, unless clearly inapplicable, to all

reconstruction or restoration performed pursuant to any other portion of this

Lease by Tenant. Landlord's approval of the Plans and Specifications, if any,

shall not be construed as approval of the structural adequacy or integrity of

the work detailed therein, or of the conformity of the same to applicable

building codes and other legal requirements; it being agreed that Tenant shall

indemnify, defend, save and hold Landlord harmless from and against, and

reimburse Landlord for, any and all obligations, damages, injunctions, suits,

fines, penalties, demands, claims, costs, expenses, actions, liabilities, suits,

proceedings and losses of whatever nature (including, without limitation,

Attorneys' Fees and court costs), arising therefrom. Any work which does not

conform with the Plans and Specifications, if so required by Landlord or by law,

shall be removed or reconstructed by Tenant, at Tenant's sole cost and expense.

3.4. Compliance With Laws. Before the commencement of Tenant's Work, if

any, the Plans and Specifications shall be filed with and approved by all

governmental departments or authorities having or claiming jurisdiction of or

over the Premises or the

<PAGE>

Building, if required by such departments or authorities, and with any public

utility companies having an interest therein, if required by such utility

companies. In any such work (and all other work performed within the Premises by

Tenant) Tenant shall comply with all applicable laws, ordinances, requirements,

orders, directions, rules and regulations of the federal, state, county and

municipal governments (including, without limitation, the Americans With

Disabilities Act of 1990, the Florida Americans With Disabilities Accessibility

Implementation Act, and the related implementing regulations, codes, rules and

guidelines as may be amended from time to time (collectively, the "ADA"), and of

all other governmental authorities having or claiming jurisdiction of or over

the Premises or the Building or any part of either, and of all their respective

departments, bureaus and offices, and with the requirements and regulations, if

any, of such public utilities, of the insurance underwriting board or insurance

inspection bureau having or claiming jurisdiction, or of any other body

exercising similar functions, and of all insurance companies then writing

policies covering the Building or any part thereof. There shall be no

encroachment on any street right-of-way, sidewalk or on any adjoining premises,

including, without limitation, the Common Property, by any of the Tenant's Work.

All of Tenant's Work shall be performed at Tenant's cost and expense and free of

any expense to Landlord and free of any liens on Landlord's fee simple interest

or on Tenant's leasehold interest in the Premises.

3.5. Construction Schedule. Prior to the commencement of Tenant's Work,

Tenant shall furnish to Landlord a detailed construction schedule and

thereafter, shall promptly notify Landlord of any substantial changes therein.

If there should at any time be a stoppage of work in excess of, or anticipated

by Tenant to be in excess of, fifteen (15) days and such stoppage was not

provided for in the construction schedule, Tenant shall promptly provide

Landlord with written notice thereof, together with a statement of the reason or

reasons therefore. Landlord may declare that an Event of Default by Tenant has

occurred if all work on constructing Tenant's Work ceases for more than thirty

(30) consecutive days or if all construction work is not completed as of the

"Tenant's Work Completion Date" as set forth on the construction schedule (the

Force Majeure article hereof shall be inapplicable to the provisions of this

Section for a period in excess of thirty (30) days in the aggregate). Tenant

recognizes that, from time to time, there may be other on-going activities in

the Building or in other portions of Downtown Celebration, and if so, Tenant

agrees to coordinate Tenant's Work with such other activities so as not to

interfere with such other on-going activities. Landlord shall have the right to

inspect any of Tenant's Work at all times during normal working hours and to

send to the Premises for that purpose (at its own expense) such architects,

engineers and other technical persons as it may deem necessary so long as such

inspections and persons maintained at the Premises do not unreasonably interfere

with Tenant's Work (but Landlord shall not thereby assume any responsibility for

the proper performance of the work in accordance with the terms of this Lease,

nor any liability arising from the improper performance thereof).

3.6. Completion. Upon substantial completion of Tenant's Work in

accordance with the Plans and Specifications, Tenant shall procure and provide

Landlord with a copy of: (i) a certificate of occupancy from the appropriate

governmental authorities verifying the substantial completion thereof as

aforesaid; and (ii) a certificate from the architect(s) in charge of Tenant's

Work verifying that Tenant's Work has been completed in accordance with the

Plans and Specifications. The issuance of the foregoing shall not be deemed to

relieve Tenant of its obligation under the terms of this Lease to complete any

such work in accordance with the Plans and Specifications. Promptly following

completion of Tenant's Work, Tenant shall deliver to Landlord a complete set of

"as built" drawings for the Premises detailing all of Tenant's Work.

3.7. Obligations of Tenant Prior to and Upon Entry. Prior to entering the

Premises, Tenant shall furnish to Landlord evidence of insurance coverage as

required in Article 13 hereof, and, in addition, shall deliver to Landlord

satisfactory proof that all workmen of Tenant, if any, and all of its

contractors and subcontractors entering upon the Premises, shall be covered by

workers' compensation insurance as required by law. Landlord may require Tenant,

before entering upon the Premises for performance of Tenant's Work, to give to

Landlord proof reasonably satisfactory to Landlord of Tenant's financial ability

to complete and fully pay for Tenant's Work prior to opening for business, or,

in lieu thereof, either: (a) to furnish to Landlord a bond in an amount

satisfactory to Landlord, written by a surety company acceptable to Landlord,

guaranteeing the completion of Tenant's Work free of all liens; or (b) to

deposit in escrow with Landlord (without any obligation on the part of Landlord

to pay interest thereon), the estimated sum required to complete Tenant's Work,

in which event Landlord will disburse such sums as Tenant's Work is performed in

the Premises.

3.8. Additional Remedies - Failure to Complete Tenant's Work. If Tenant

fails to complete Tenant's Work, if any, on or before the Tenant's Work

Completion Date, Landlord may, at its option, in addition to and not in

limitation of Landlord's other remedies, enter upon the Premises and either: (a)

restore the Premises to the condition it was in before Tenant began completing

Tenant's Work; or (b) do whatever is required to complete Tenant's Work,

including, in either case, but not limited to, taking possession of all

materials, plans, tools, fixtures, machines and other equipment situated

therein, and proceeding with all of Tenant's contracts, using Tenant's

contractors, and Landlord shall have no liability to Tenant for any loss or

damage resulting in any way from such action by Landlord, and Tenant agrees to

pay promptly upon demand any expense incurred by Landlord in taking such action,

with interest thereon, at the Default Rate, if not so paid on demand.

<PAGE>

4. UTILITIES.

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4.1. Landlord's Election to Supply. Landlord shall exercise reasonable

efforts to cause the appropriate utility companies to provide reasonable

quantities of electricity and water sufficient to meet the Permitted Use. The

cost of reasonable usage (i.e. consumption) of such utilities shall be included

in "Building Common Expenses" in accordance with Section 11.4; provided,

however, that Landlord reserves the right to separately meter or submeter the

same and collect from Tenant (in addition to Building Common Expenses), as

Additional Rent, the amount, if any, by which Tenant's consumption of these

utilities exceeds the average square foot consumption of electricity and water

in other leased premises in the Building. In addition, Landlord shall have the

right to install check-meters in the Premises or the Building (as appropriate)

from time to time in order to determine the amount of Tenant's actual

consumption of utilities. In the event Landlord shall elect or be required to

install in the Premises or the Building, individual meters, submeters or other

devices to measure any or all of the utilities consumed in the Premises, Tenant

shall pay to Landlord the costs and expenses incurred for said meters and the

installation thereof in the Premises.

4.2. Interruption of Utility Services. Notwithstanding anything to the

contrary contained in this Lease, Landlord shall have no liability or

responsibility for any loss or damage occasioned by any interruption or failure

in the supply of any utility services to the Premises or occasioned by any

required termination of such utility services necessary to effect repairs or

improvements or occasioned by any other interruption or cessation of such

utility services for any cause or reason. No such interruption, termination or

cessation of utility services shall relieve Tenant of any of its duties and

obligations pursuant to this Lease, including, without limitation, its

obligation to pay all Rents as and when the same shall be due.

4.3. Heating and Air Conditioning Service. Landlord, as part of its

development and construction of Downtown Celebration, has installed the

Condenser Water System and the HVAC System. Notwithstanding the foregoing,

Landlord shall not be obligated to furnish additional heating and/or air

conditioning for computers or special equipment, and in no event warrants

against damage to same or the condition of same. Landlord shall not be liable to

Tenant for any interruption or failure in the supply of heating or air

conditioning service and no interruption, termination or cessation thereof shall

relieve Tenant of any of its duties and obligations pursuant to this Lease,

including, without limitation, its obligation to pay all Rents as and when the

same shall be due.

5. SIGNAGE. Tenant shall neither place or maintain nor suffer to be placed or

maintained (i) any sign, lettering or advertising matter (herein sometimes

referred to collectively as "Signs") on the exterior of the Premises or on the

glass of any window or door of the Premises, or (ii) Tenant shall not paint or

decorate any part of the exterior of the Premises, or any part of the interior

of the Premises which shall be visible from the exterior thereof or from the

Common Property, without, in each instance, first obtaining Landlord's written

approval, which approval Landlord may withhold in its sole and absolute

discretion. Initial placement of, and any modifications to, or replacements of,

such Signs shall be at the sole cost and expense of Tenant. If Tenant fails to

comply with this Section, Landlord shall have the right, in addition to, and not

in limitation of, its other rights and remedies, to remove the same and restore

the Premises to the condition in which the same were prior to such act, and the

cost of such removal and/or restoration shall be paid by Tenant as Additional

Rent on demand. Tenant also agrees that it shall not place or maintain any

free-standing Signs or sign standards or other advertising or promotional

materials or media within or upon any of the Common Property (including, without

limitation, any exterior sidewalks, hallways or walkways of the Building)

without the prior written consent and approval of Landlord, which consent and

approval Landlord may withhold in its sole and absolute discretion. Any

flashing, beacon, strobe, chaser or other forms of special attention-getting

lighting are prohibited. Additionally, Tenant shall not conduct or stage within

or from the Premises or upon or from the Common Property, or permit any third

party to conduct or stage within or from the Premises or upon or from the Common

Property, any advertising or promotional or other media events without the prior

written consent and approval of Landlord, which consent and approval Landlord

may withhold in its sole and absolute discretion. Tenant shall maintain all

Signs in a neat, clean and orderly fashion and in good condition and repair at

all times. At the end of the Term or earlier termination of this Lease, Tenant

shall, at its expense, remove all of its Signs from the Building and, upon

removal thereof, at its expense, repair any damage to the Premises and said

Building caused by such removal.

6. USE AND OPERATION OF PREMISES.

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6.1. Permitted Use. Tenant shall continuously use and occupy the Premises

solely and exclusively for the Permitted Use and for absolutely no other use or

purpose whatsoever. All uses other than the Permitted Use are "Restricted Uses".

In the event that Tenant or any of its agents or employees shall fail to comply

with the foregoing provisions of this Section 6.1, the same shall constitute an

Event of Default by Tenant of its obligations under this Lease and then Tenant

shall, without affecting or limiting any of the rights and remedies otherwise

available to Landlord pursuant to the terms and provisions of this Lease,

indemnify, defend, save and hold Landlord harmless from and against, and

reimburse Landlord for, any and all obligations, damages, injunctions, suits,

fines, penalties,

<PAGE>

demands, claims, costs, expenses, actions, liabilities,

proceedings and losses of whatever nature (including, without limitation,

Attorneys' Fees), arising from such failure to so comply with the provisions of

this Section 6.1.

6.2. Name. Throughout the term of this Lease, Tenant shall operate and

conduct its business on, in and from the Premises under the Permitted Name and

under no other name or trade name without the prior written consent and approval

of Landlord, which consent or approval may be withheld in Landlord's sole and

absolute discretion, it being expressly acknowledged and agreed to by Landlord

and Tenant that the use by Tenant of the Permitted Name has established,

developed and attached to that name or trade name considerable name recognition

and customer goodwill, and that the continued use of that name or trade name is

a material consideration for and inducement to Landlord's execution of this

Lease and its demise of the Premises to Tenant.

6.3. Continuous Operation; Hours of Operation. The actual opening and

continuous operation of Tenant's business permitted by the Permitted Use upon

the Premises is a material consideration for and inducement to Landlord's

execution of this Lease and demise of the Premises to Tenant. Accordingly, there

shall be no abandonment or vacancy of the Premises, or cessation or

discontinuance of the operation of Tenant's business or change in the

above-described Permitted Use of the Premises, without the prior written consent

and approval of Landlord, which consent or approval may be withheld in

Landlord's sole and absolute discretion. Tenant shall operate its business in

the Premises (except when impracticable due to casualty or eminent domain)

Monday through Friday of each week between the hours of 9:00 a.m. to 5:00 p.m.

("Operating Hours"). At Tenant's election, Tenant may also operate its business

in the Premises Saturday and Sunday of each week any time between the hours of

9:00 a.m. to 5:00 p.m.

6.4. Compliance with Laws. The Premises and all business operations

conducted by Tenant on, in and from shall at all times be in compliance with all

applicable laws, ordinances, statutes, rules, regulations, orders, directions

and requirements of federal, state, county and municipal governments (including,

without limitation, the ADA) and of all other governmental agencies or

authorities having or claiming jurisdiction over the Premises or the business

activities conducted thereon, therein or therefrom, and of all of their

respective departments, bureaus, agencies or officers, and of any insurance

underwriting board or insurance inspection bureau having or claiming such

jurisdiction or any other body exercising similar functions and of all insurance

companies from time to time selected by Landlord to write policies of insurance

covering the Building and/or other portions of Downtown Celebration and any

business or business activity conducted therein or therefrom.

6.5. Compliance with Rules. The Premises and all business operations

conducted by Tenant on, in and from the Premises from time to time shall at all

times be in compliance with rules and regulations promulgated by (i) Landlord

for and with respect to the operation of the Premises and Downtown Celebration,

and (ii) the Association for and with respect to the operation of the Premises

and Downtown Celebration pursuant to the provisions of the Association

Declaration as the same may be changed, amended or modified from time to time.

The failure of Tenant to comply with, abide by or conform to, said rules and

regulations following written notice of failure by Landlord to Tenant, shall

constitute an Event of Default by Tenant under this Lease. Landlord shall not be

liable or responsible to Tenant for the violation of any such rules and

regulations by any other tenant of Downtown Celebration or any other person or

party, and the failure to enforce any such rules and regulations against Tenant

or any other tenant of Downtown Celebration shall not constitute a waiver of

Landlord's right to do so, nor shall it be deemed a default by Landlord

hereunder, or excuse compliance therewith by Tenant. Tenant shall and hereby

agrees to indemnify, defend, save and hold Landlord harmless from and against,

and reimburse Landlord for, any and all obligations, damages, injunctions,

suits, fines, penalties, demands, claims, costs, expenses, actions, liabilities,

proceedings and losses of whatever nature (including, without limitation,

Attorneys' Fees), incurred by Landlord arising directly or indirectly from, on

account, or by reason of Tenant's failure to comply with any applicable rules

and regulations. A copy of the existing Downtown Celebration rules and

regulations promulgated by Landlord are attached hereto as Exhibit "F". A copy

of any existing rules and regulations promulgated by the Association may be

obtained from the Association.

6.6. CDD and Association. Tenant acknowledges that the real property upon

which Downtown Celebration is located is encumbered by the Association

Declaration and that Landlord, as owner of Downtown Celebration, is a member of

the Association. Tenant further acknowledges that Downtown Celebration is

located in the CDD. Accordingly, pursuant to the provisions of Section 11.2

hereof, Tenant agrees to pay its proportionate share of the assessments levied

against Landlord by the Association pursuant to the Association Declaration for

the operation, maintenance and management of the real and personal property

owned or operated by the Association, as well as the taxes and assessments

levied against Landlord by the CDD for the establishment, operation, maintenance

and management of the improvements undertaken by the CDD.

<PAGE>

7. ENVIRONMENTAL COMPLIANCE.

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

7.1. No Storage or Disposal. Tenant shall not install, store, use, treat,

transport or dispose (or permit or acquiesce in the installation, storage, use,

treatment, transportation, discharge or disposal by Tenant, its agents,

employees, independent contractors, or subtenants) on the Premises, the

Building, the Common Property or any other portions of Downtown Celebration any:

(a) asbestos in any form; (b) urea formaldehyde foam insulation; (c)

transformers or other equipment which contain dielectric fluid containing levels

of polychlorinated biphenyls in excess of 50 parts per million; or (d) any other

chemical, material, air pollutant, toxic pollutant, waste, or substance which is

regulated as toxic or hazardous or exposure to which is prohibited, limited or

regulated by the Resource Conservation Recovery Act, the Comprehensive and

Environmental Response Compensation and Liability Act, the Hazardous Materials

Transportation Act, the Toxic Substances Control Act, the Clean Air Act, and/or

the Clean Water Act or any other federal, state, county, regional, local or

other governmental authority or which, even if not so regulated, may or could

pose a hazard to the health and safety of the occupants of the Premises or any

other portions of Downtown Celebration, and which is either: (i) in amounts in

excess of that permitted or deemed safe under applicable law; or (ii) in any

manner which is prohibited or deemed unsafe under applicable law. (The

substances referred to in (a), (b), (c) or (d) are collectively referred to

hereinafter as "Hazardous Materials"). Tenant shall, at Tenant's own expense,

comply with any presently existing or hereafter enacted laws relating to

Hazardous Materials (collectively, "Cleanup Laws"). In furtherance and not in

limitation of the foregoing, Tenant shall, at Tenant's own expense, make all

submissions to, provide all information to, and comply with all requirements of

the appropriate governmental authority (the "Authority") under the Cleanup Laws

and shall promptly supply Landlord with copies of any notices, correspondence

and submissions made by Tenant to or received by Tenant from any governmental

authorities concerning environmental matters or Hazardous Materials. Should any

Authority require that a cleanup plan be prepared and that a cleanup be

undertaken because of the existence of Hazardous Materials which were installed,

stored, used, treated, transported, disposed of or discharged in the Building or

on the Premises, or on any portion of the Common Property or any other portion

of Downtown Celebration by Tenant, its agents, employees, independent

contractors or subtenants during the Term of this Lease, Tenant shall, at

Tenant's own expense, prepare and submit the required plans and financial

assurances and carry out the approved plans in accordance with such Cleanup Laws

and to Landlord's satisfaction. At no expense to Landlord, Tenant shall promptly

provide all information requested by Landlord for preparation of affidavits or

other documents required by Landlord to determine the applicability of the

Cleanup Laws to the Building, the Premises, or any such portion of the Common

Property or any other portion of Downtown Celebration, as the case may be, and

shall sign the affidavits promptly when requested to do so by Landlord. Tenant

shall indemnify, defend, save and hold Landlord harmless from and against, and

reimburse Landlord for, any and all obligations, damages, injunctions, fines,

penalties, demands, claims, costs, expenses, actions, liabilities, suits,

proceedings and losses of whatever nature (including, without limitation,

Attorneys' Fees), and all cleanup or removal costs and all actions of any kind

arising out of or in any way connected with the installation, storage, use,

treatment, transporting, disposal or discharge of Hazardous Materials in the

Building or on the Premises, or on any portion of the Common Property or any

other portion of Downtown Celebration by Tenant, its agents, employees,

independent contractors or subtenants during the Lease Term; and from all fines,

suits, procedures, claims and actions of any kind arising out of Tenant's

failure to provide all information, make all submissions and take all steps

required by the Authority under the Cleanup Laws or any other environmental law.

7.2. Survival. Tenant's liability pursuant to the terms of this Article

shall survive the expiration or earlier termination of this Lease.

8. SECURITY DEPOSIT

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8.1. The Deposit. Tenant has, concurrently with the execution of this

Lease, deposited with Landlord, and Landlord hereby acknowledges receipt of, the

Deposit in the amount set forth in Section 1.1 of this Lease, which shall be

held by Landlord, without accrual of interest for the benefit of Tenant,

throughout the Term (except as otherwise provided herein), as partial security

for the faithful performance by Tenant of all the terms and provisions of this

Lease to be kept, observed and performed by Tenant. The Deposit shall not be

pledged, assigned, transferred, mortgaged or otherwise encumbered by Tenant

without the express prior written consent of Landlord, which consent may be

granted or withheld in Landlord's sole and absolute discretion, and any such act

on the part of Tenant shall be without force and effect and shall not be binding

upon Landlord. Any funds paid by Tenant to Landlord as a Deposit pursuant o the

terms of this Lease may be commingled with other funds of Landlord and need not

be placed in trust, deposited in escrow or otherwise held in a segregated

account.

8.2. Application of Deposit. If any of the Rents herein reserved or any

other sum of money payable by Tenant to Landlord hereunder shall be overdue or

unpaid, or should Landlord make payments or advances on behalf of Tenant, or

should Tenant fail to perform any of the terms of provisions of this Lease, then

Landlord, at its option and without prejudice to any other right or remedy which

Landlord may have on account thereof, may appropriate and apply the entire

Deposit, or so much thereof as may be necessary to compensate of reimburse

Landlord for the payment of any Base Rent, Additional Rent, or other sum due

from Tenant to Landlord hereunder, or for any loss or damage sustained by

Landlord due to such failure, breach, or default on the part of Tenant,

<PAGE>

including, without limitation, Attorneys' Fees incurred by Landlord on account

thereof, and Tenant shall forthwith, upon demand of Landlord, restore the

Deposit to the original amount thereof, as aforesaid. Failure to so restore the

Deposit shall constitute an Event of Default of Tenant's obligations under this

Lease.

8.3. Return of Deposit. If Tenant shall fully comply with, abide by, and

perform each and every one of the terms and provisions of this Lease during the

term hereof and promptly pay to Landlord all Rents and all other sums payable

hereunder by Tenant to Landlord as they become due, any portion of the Deposit

not appropriated or applied by Landlord in accordance with the provisions of

this Article shall be returned to Tenant, without interest, within thirty (30)

days after the end of the Term of this Lease. Landlord shall not be required to

return the Deposit, nor shall interest accrue, unless and until the Tenant has

delivered to Landlord properly completed tax reporting documents (including,

without limitation, a validly issued taxpayer identification number for Tenant

and a Form W-9).

8.4. Third Party Claims on Deposit. In the event of bankruptcy or other

creditor debt proceedings against Tenant which result in a third party claim on

the Deposit, the Deposit shall be deemed to be first applied to the payment of

Rents and other sums due Landlord for all periods prior to the filing of such

proceedings.

8.5. Transfer of Deposit. Landlord may deliver the Deposit to a purchaser

or transferee of Landlord's interest in the Building or any other portion of

Downtown Celebration in the event that such interest be sold or otherwise

transferred or conveyed, and Landlord shall thereupon be discharged from any

further liability or obligation to Tenant with respect to the Deposit.

9. RENT.

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9.1. Rent. Each Lease Year throughout the Term, Tenant shall pay to

Landlord, in lawful money of the United States of America, without any prior

demand by Landlord and without any deduction or set-off, as rent hereunder, a

combination of Base Rent and Additional Rent. All such payments of Rent shall be

made at the time, in the manner and in the amounts hereinafter specified in this

Article 8.1 and in Article 11 by check payable to Landlord mailed or delivered

to Landlord at the Address for Payments or to such other person or at such other

address as Landlord may hereafter designate by written notice to Tenant. Tenant

shall and hereby agrees to pay to Landlord during each Lease Year an annual

guaranteed minimum sum as base rent (the "Base Rent") as set forth in Section

1.1 of this Lease. Base Rent for the Lease Term shall commence as of, and be due

and payable in full on the Commencement Date. However, at the option and for the

convenience of Tenant, and so long as Tenant shall not be in default of its

obligations under this Lease, the Base Rent for each Lease Year may be paid by

Tenant to Landlord in equal monthly installments, in advance, on the first (1st)

day of each calendar month during the Lease Term. If the Commencement Date is

not on the first day of a calendar month, Base Rent due for the period between

the Commencement Date and the first (1st) day of the next succeeding calendar

month shall be prorated on a per diem basis at the monthly installment rate

specified in Section 1.1. Additionally, as applicable, Base Rent for the last

month of the Lease Term shall be prorated on a per diem basis.

9.1.1. Commencing in the second Lease Year, and for each succeeding Lease

Year, the Base Rent payable by Tenant shall be increased by the greater of (i)

three percent (3%); or (ii) that sum (but in not event less than the Base Rent

payable for the preceding Lease Year), which is derived by multiplying the Base

Rent payable for the preceding Lease Year by a fraction, the numerator of which

shall be the "CPI Index" (as defined below) in effect for the calendar month

which is two (2) calendar months prior to the calendar month in which the first

day of the Lease Year for which the adjustment is to be made occurs and the

denominator of which shall be the "CPI Index" in effect for the calendar month

which is two (2) calendar months prior to the calendar month in which the Lease

Year Commencement Date occurs. The term "CPI Index", as used herein, shall mean

the Consumer Price Index for All Urban Consumers (CPI-U) - U.S. Average, All

Items (1982-1984 = 100), published by the Bureau of Labor Statistics of the U.S.

Department of Labor ("CPI"); provided, however, that if the CPI shall be

discontinued, the CPI Index shall be the index of Consumer Prices in the U.S.

most closely comparable to the discontinued CPI Index, after making such

adjustments in items included or method of computation as may be prescribed by

the agency publishing the same, or as otherwise may be required to compensate

for changes subsequent to the Lease Year Commencement Date. In the event a

comparable substitute index is not available, then the price index used in

making the CPI-based adjustments provided for in this Lease shall be the

successor thereto, compiled and published by an agency of the United States

government, which determines the purchasing power of the dollar. If Landlord

determines that there is no such index compiled and published by an agency of

the United States government, then a nationally recognized firm of independent

certified public accountants designated by Landlord shall select a successor

price index, government or private, which best reflects changes in the

purchasing power of the dollar, and the decision of said accountants in

selecting such successor price index to be used hereunder shall be final and

binding upon the parties. Landlord shall pay the fees of said accountants

payable in respect of their selection of such successor price index. In the

event the base reference year used in computing the CPI is changed during the

Term, the 1982-84 = 100 index published concurrently by the Bureau of Labor

Statistics shall continue to be used in the calculation of

<PAGE>

adjustments hereunder; provided, however, that in the event the Bureau of Labor

Statistics ceases to currently publish the 1982-84 = 100 index, then the

adjustments provided for in this Lease shall be calculated based upon the new

base year index, and in such event Landlord shall apply a conversion factor to

such new index for the purpose of making such new index as comparable as

practicable with the prior base year index. Such conversion factor shall be

obtained from the Bureau of Labor Statistics if in fact the Bureau of Labor

Statistics publishes such a conversion factor, otherwise a nationally recognized

firm of certified public accountants designated by Landlord shall select a

conversion factor.

9.2. Late Payments. If Tenant shall fail to pay when due any Rents or any

other sums due by Tenant to Landlord under or pursuant to this Lease, in

addition to and not in limitation of any other rights or remedies of Landlord,

such unpaid amounts shall bear interest at the Default Rate and, in addition,

Tenant shall pay on each occasion, as Additional Rent, a fee equal to five

percent (5%) of the past due sum for administrative expenses associated with the

collection and processing of late payments. In the event that any check received

by Landlord on account of any Rent required to be paid by Tenant hereunder, or

any other sums required to be paid by Tenant hereunder, is returned by the bank

for insufficient funds, in addition to any other right or remedy available to

Landlord hereunder as a result of Tenant's default, Tenant shall pay Landlord a

"Returned Check Fee" equal to five percent (5%) of the face amount of the check,

to reimburse Landlord for costs and expenses incurred by Landlord in connection

with such returned check. If more than twice during the Term of this Lease any

check(s) delivered to Landlord by Tenant is (are) returned by the bank for

insufficient funds, Landlord may, at its option, on or after the third

occurrence of such an event, declare that an Event of Default has occurred

hereunder and proceed to exercise all of its rights and remedies set forth

herein, or at law or in equity, and without being required to provide notice to

Tenant or any opportunity to cure such default by Tenant, which would otherwise

be required by Section 25.5 hereof. Tenant's obligation to pay Rent is a

covenant independent of Landlord's obligations under this Lease.

9.3. Additional Rent. If Landlord shall make any expenditure for which

Tenant is responsible or liable under this Lease, or if Tenant shall become

obligated to Landlord under this Lease for any sum other than Base Rent, the

amount thereof, together with interest thereon at the Default Rate, shall be

deemed to constitute additional rent (the "Additional Rent"), whether or not the

same be so designated, and shall be due and payable by Tenant to Landlord

simultaneously with the next succeeding monthly installment of Base Rent or at

such other time as may be expressly provided in this Lease for the payment of

the same.

9.4. Sales Tax. In addition to the Base Rent, Additional Rent and any

other sums or amounts required to be paid by Tenant to Landlord pursuant to the

provisions of this Lease, Tenant shall also pay to Landlord the amount of any

applicable sales, use or excise tax on any such Rents or other sums or amounts

so paid by Tenant to Landlord, whether the same be levied, imposed or assessed

by the State of Florida or any other federal, state, county or municipal

governmental entity or agency. Any such sales, use or excise taxes shall be paid

by Tenant to Landlord at the same time that each of the Base Rent, Additional

Rent or any other sum or amount with respect to which such taxes are payable are

paid by Tenant to Landlord.

9.5. Net Rents. It is the express intention of Landlord and Tenant that

all Rents for which provision is made in this Lease shall be net rents, such

that Tenant shall pay and Landlord shall receive the same in addition to and

free from any and all costs, charges, expenses and damages that, and which by

the provisions of this Lease, are made expressly, although in general terms,

payable by Tenant; specifically including, without limitation, Tenant's agreed

upon share of those taxes, insurance premiums and operating expenses to which

references are made in Article 11 of this Lease. All Rents and other payments

due to Landlord from Tenant under this Lease shall be due and payable and shall

be paid by Tenant to Landlord free from and without regard to any and all

claims, demands or set-offs of any nature whatsoever which Tenant may have or

allege to have against Landlord, and all such payments shall, upon receipt by

Landlord, be and remain the sole and absolute property of Landlord.

9.6. No Guaranty of Business Success. Tenant acknowledges and agrees that

neither Landlord nor any of its Affiliates has made (and further that Landlord

and its Affiliates hereby absolutely disclaim) any promise, guaranty,

representation or warranty of any kind or nature whatsoever with respect to the

success or failure of the business to be conducted by Tenant within the

Premises, including, without limitation, the maximum or minimum amount of Sales

that may be received by Tenant at any time during the Term or the advertising or

marketing activities or promotional exposure that Landlord may provide with

respect to the Premises (it being acknowledged and agreed by the parties that,

except as may be expressly provided otherwise in this Lease, neither Landlord

nor its Affiliates shall have any obligation or duty whatsoever to advertise,

market or promote the Premises in any manner). Furthermore, Tenant acknowledges

and agrees, that: (i) Landlord and its Affiliates are actively engaged in the

business of developing Downtown Celebration; (ii) one or more of such businesses

in Downtown Celebration could be competitive with respect to the Premises (it

being understood and agreed that no territoriality rights or exclusivities have

been granted by Landlord to Tenant under this Lease or under any other

agreement); and (iii) Landlord and its Affiliates shall be absolutely entitled,

notwithstanding any term, provision or duty (whether expressed or implied) on

the part of Landlord, to make decisions and to take such actions and courses of

dealings with respect to such business interests of Landlord (and its

Affiliates) as Landlord (and its Affiliates) deems appropriate in its

discretion,

<PAGE>

irrespective of whether any such decision, action or course of dealing may be in

the best interests of the Premises in particular. As a material inducement to

Landlord to enter into this Lease, Tenant, for itself and its Affiliates, hereby

waives and releases Landlord, its Affiliates and their respective officers,

directors, shareholders, agents, contractors and employees from and against any

claim (whether present or future) for loss, damage or expense of any kind or

nature arising out of or with respect to any matter acknowledged or agreed to by

Tenant in this Section.

9.7. Survival. The provisions of this Article 8.1 which, by their context

or application, are intended to do so, shall survive the expiration or earlier

termination of this Lease.

10. COMMON PROPERTY.

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10.1. Tenant's Right to Use Common Property. Tenant shall have and

Landlord hereby grants to Tenant and its employees, customers, patrons,

suppliers, licensees and invitees, during the Term of this Lease, the

non-exclusive right, privilege and license to use and enjoy the Common Property

in common with Landlord and all others entitled to such use, including, without

limitation, all tenants of Downtown Celebration and their respective employees,

customers, patrons, suppliers, licensees and invitees; subject, however, at all

times, to the rules and regulations promulgated by Landlord and/or the

Association from time to time, and to the terms and provisions of this Lease,

and subject further to Landlord's right to grant to tenants within Downtown

Celebration the exclusive right to use portions of the Common Property for

signage and advertising purposes and for the construction, installation,

maintenance and repair of trash/garbage dumpster facilities to serve the

premises leased by such tenants and the businesses operated by such tenants, or

such other use as Landlord may deem necessary in its sole and absolute

discretion. Notwithstanding the foregoing, Landlord shall have the right and

option to grant to third parties the exclusive right to conduct any business or

render any service in or to any portion of Downtown Celebration, including,

without limitation, the Building in which the Premises is located, provided such

exclusive right shall not operate to exclude Tenant from the use expressly

permitted in this Lease. In the event that Landlord deems it necessary to

discourage non-customer use or prevent the acquisition of public rights in

Downtown Celebration, or prevent a dedication thereof or the accrual of any

rights to any person or to the public therein, and, in particular, with respect

to any portion of the Common Property, Landlord may, from time to time,

temporarily close all or portions of the Common Property, erect private boundary

markers, or take such other steps as it deems appropriate in its sole and

absolute discretion for that purpose and no such action shall be deemed to

constitute or considered as an eviction or disturbance of Tenant's quiet

enjoyment or possession of the Premises so long as such steps are accomplished

without substantial disruption of Tenant's business. Landlord reserves the

right, from time to time and at any time in its sole and absolute discretion, to

perform maintenance, repairs and alterations to, and reduce or expand the size

of, Downtown Celebration and its various improvements and component parts; to

change the name, size, number, design, configuration, location and legal

description of any Buildings located within Downtown Celebration, including,

without limitation, that of the Building, and to build additional stories

thereon and erect in connection with any construction thereof, temporary

scaffolds and other construction aids (provided, however, that access to the

Premises by Tenant shall not be denied) and to thereby change the size,

configuration, location and legal description of the Common Property. Landlord

also reserves the right to change the size, configuration, layout and pedestrian

or vehicular traffic circulation pattern of all facilities and improvements from

time to time located, developed and constructed on the Common Property, and to

enter into, modify and terminate easements and other agreements pertaining to

the maintenance and use of the parking areas and other portions of the Common

Property. Landlord further reserves the right to install and operate music

program services and loud speaker systems within the Common Property. Tenant

agrees to cooperate with Landlord with respect to Landlord's exercise of any of

the foregoing rights.

10.2. Management of Common Property. The Common Property shall at all

times be subject to the exclusive management and control of Landlord. Landlord

shall manage, operate and maintain (or cause to be managed, operated and

maintained) the Common Property and all facilities and improvements from time to

time located, developed and constructed thereon specifically including, without

limitation, all lawn, landscaping and planting areas, in a first-class manner

and state and condition of appearance and repair, and the cost thereof shall be

deemed to be a Downtown Celebration Common Expense, Building Common Expense or

Downtown Celebration Office Common Expense, as applicable. Landlord hereby

reserves, and shall at all times hereafter have, the right, in its sole and

absolute discretion, to delegate the management of the Common Property by

contract to a third party of its choice.

10.3. Employee Parking. Landlord shall have the right, from time to time,

to designate within the Common Property certain areas of Downtown Celebration

for tenant and tenant employee parking, and Tenant agrees that Tenant and its

employees shall not thereafter park in any portion of Downtown Celebration

except those areas so designated by Landlord. In order to facilitate the

enforcement of such restriction on Tenant and employee parking, Tenant agrees

that it shall, upon Landlord's request, furnish and provide to Landlord the

automobile license tag numbers of all Tenant and employee vehicles.

<PAGE>

11. COMMON EXPENSES.

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

11.1. Tenant's Payment of Common Expenses.

11.1.1 During each month of the Term of this Lease commencing in the

first month in which Base Rent is payable by Tenant, Tenant shall pay to

Landlord, as Additional Rent, in advance and simultaneously with each monthly

installment of Base Rent, and without demand, deduction or set-off, one-twelfth

(1/12) of: (i) Tenant's Share of the Designated Office Share of the Downtown

Celebration Common Expenses; (ii) Tenant's Share of the Building Common

Expenses; and (iii) Tenant's Share of the Downtown Celebration Office Common

Expenses (the foregoing expenses, specifically excluding real estate taxes,

property insurance and utilities, shall be collectively referred to as the

"Common Expenses") (all as more particularly described in Sections 11.2, 11.3

and 11.4 below), together with all applicable sales and use taxes thereon, if

any, for each respective year during which the Term of this Lease occurs, based

upon estimates thereof made by Landlord from time to time. Landlord shall

provide Tenant with estimates of such expenses at or prior to the Commencement

Date. Initially, Tenant shall pay such amounts based upon such estimates. Such

estimates may be revised at any time and from time to time, and shall take into

account the actual amount of Downtown Celebration Common Expenses, Downtown

Celebration Office Common Expenses and Building Common Expenses, respectively,

for all previous years, if available, together with Landlord's estimate of

anticipated Downtown Celebration Common Expenses, Downtown Celebration Office

Common Expenses and Building Common Expenses, respectively, for the current

year. Should the Downtown Celebration Common Expenses, Downtown Celebration

Office Common Expenses or Building Common Expenses be underestimated for any

period, Tenant shall pay to Landlord, upon demand, any deficiency between the

estimated installments with respect thereto previously made by Tenant to

Landlord and the actual Downtown Celebration Common Expenses, Downtown

Celebration Office Common Expenses and the Building Common Expenses and

thereafter, Tenant shall pay the revised Tenant's Share of Downtown Celebration

Common Expenses, Downtown Celebration Office Common Expenses and Building Common

Expenses in equal monthly installments as hereinabove provided. Any excess

payments made by Tenant shall be respectively credited against the

installment(s) of Downtown Celebration Common Expenses, Downtown Celebration

Office Common Expenses or Building Common Expenses next coming due.

11.2 Downtown Celebration Common Expenses.

11.2.1 For purposes of this Lease, the term "Designated Office Share

of Downtown Celebration Common Expenses" shall be an amount equal to twenty-five

percent (25%) of the "Downtown Celebration Common Expenses". The "Downtown

Celebration Common Expenses" shall include all the costs, expenses and

disbursements of every kind and nature incurred by Landlord, directly or

indirectly, by virtue of or in connection with owning, operating, managing,

maintaining, repairing and replacing the Downtown Celebration Property including

all Downtown Celebration Buildings located therein and including the Common

Property (excepting only: (i) debt service (principal and interest) on any

mortgage encumbering the Downtown Celebration Property, paid or incurred by

Landlord; and (ii) Building Common Expenses). The Downtown Celebration Common

Expenses shall specifically include, without limitation, those items and charges

described on Exhibit "H" attached hereto.

11.2.2 "Tenant's Share" of the Designated Office Share of the

Downtown Celebration Common Expenses shall be equal to the Allocated Percentage

Share of the Designated Office Share of the Downtown Celebration Common Expenses

(as set forth in Section 1 of this Lease), multiplied by the actual amount of

the Designated Office Share of the Downtown Celebration Common Expenses. Tenant

acknowledges that Tenant's Allocated Percentage Share of the Designated Office

Share of Downtown Celebration Common Expenses is based upon the proportion that

the Rentable Floor Area bears to the total rentable floor area of improvements

within Downtown Celebration that are leased, or currently intended to be leased

to Office Tenants (as hereinafter defined). The Designated Office Share of

Downtown Celebration Common Expenses is based upon Landlord's determination of

the equitable allocation, based on benefit received, of the Downtown Celebration

Common Expenses among the various types of tenants intended to occupy Downtown

Celebration.

11.2.3 With respect to the taxes and assessments levied by the CDD

against Landlord, as set forth on Exhibit "H", Landlord has the option to elect,

from time to time in its sole and absolute discretion, to include less than all

of the taxes and assessments imposed by the CDD and otherwise includable in the

computation of the Downtown Celebration Common Expenses. Landlord's election to

include less than all of the taxes and assessments in any given Lease Year shall

not in any way affect or bar Landlord's right to include up to the entire amount

of taxes and assessments imposed by the CDD in any subsequent Lease Year.

11.3 Downtown Celebration Office Common Expenses. As provided in Section

11.1 of this Lease, Tenant also agrees to pay to Landlord "Tenant's Share" of

the total costs and expenses (other than Downtown Celebration Common Expenses)

incurred by Landlord in operating, maintaining, managing, repairing and

replacing all or any portion of the Downtown Celebration Property that is

attributable to, or is for the exclusive benefit of, only the Office Tenants of

Downtown Celebration (the "Downtown Celebration

<PAGE>

Office Common Expenses"). For purposes of this Lease, an "Office Tenant" shall

be any tenant, or Landlord, that operates an office in Downtown Celebration or

who is deemed by Landlord, in Landlord's sole discretion, to be an Office

Tenant. The items and charges comprising the Downtown Celebration Office Common

Expenses shall specifically include, without limitation, the cost for trash

removal, janitorial and customary office cleaning services for all the Office

Tenants in Downtown Celebration. "Tenant's Share" of the Downtown Celebration

Office Common Expenses shall be equal to the Allocated Percentage Share of

Downtown Celebration Office Common Expenses (as set forth in Section 1.1 of this

Lease), multiplied by the actual amount of such Downtown Celebration Office

Common Expenses. Tenant acknowledges that Tenant's Allocated Percentage Share of

Downtown Celebration Office Common Expenses is based upon the proportion that

the Rentable Floor Area bears to the gross square footage of all leasable area

of all existing or proposed improvements within Downtown Celebration that are

leased, or intended by Landlord to be leased to Office Tenants. Notwithstanding

the foregoing, in the event any Downtown Celebration Office Common Expense

benefits some but not all of the Office Tenants of Downtown Celebration,

Landlord reserves the right to adjust Tenant's Allocated Percentage Share of

Downtown Celebration Office Common Expenses, so that such expense is fairly and

equitably allocated and borne by only those Office Tenants who actually benefit

from such expense.

11.4 Building Common Expenses. As provided in Section 11.1 of this Lease,

Tenant also agrees to pay to Landlord, Tenant's Share of the total costs and

expenses (other than Downtown Celebration Common Expenses and Downtown

Celebration Office Common Expenses) incurred by Landlord, directly or

indirectly, by virtue of or in connection with its owning, operating, managing,

maintaining, repairing and replacing all or any portion of the Building that is

attributable to, or is for the exclusive or primary benefit of all the tenants

of the Building, but not Downtown Celebration generally (the "Building Common

Expenses"). The items and charges comprising the Building Common Expenses shall

specifically include, without limitation, all utility costs and expenses for the

Building and the costs and expenses for maintaining, repairing and replacing the

structural walls, roof and foundation of the Building and all carpeting, tile or

other floor coverings, wall coverings, and light fixtures in the common areas of

the Building, if any. "Tenant's Share" of the Building Common Expenses shall be

equal to the Allocated Percentage Share of Building Common Expenses (as set

forth in Section 1 of this Lease), multiplied by the actual amount of such

Building Common Expenses (not including any Building Commercial Common

Expenses). Tenant acknowledges that Tenant's Allocated Percentage Share of

Building Common Expenses is based upon the proportion that the Rentable Floor

Area bears the total rentable floor area within the Building. Notwithstanding

the foregoing, in the event any Building Common Expense benefits some but not

all the tenants of the Building, Landlord reserves the right to adjust Tenant's

Allocated Percentage Share of Building Common Expenses (and the corresponding

allocated shares of the other tenants in the Building), so that the cost of such

Common Expense is fairly and equitably allocated and borne by only the tenant or

tenants in the Building who actually benefit from such Common Expense.

11.5 Change of Designated Office Share of Downtown Celebration Common

Expenses and Tenant's Allocated Percentage Shares. Tenant acknowledges that the

Designated Office Share of Downtown Celebration Common Expenses is based on the

projected relative proportion of the area within Downtown Celebration intended

to be devoted to retail, office and apartment uses and Landlord's determination

of the relative benefit to be derived by each class of tenant from the Downtown

Celebration Common Expenses.

11.5.1 Tenant further acknowledges that Tenant's Allocated

Percentage Share of the Designated Office Share of Downtown Celebration Common

Expenses, Tenant's Allocated Percentage Share of Building Common Expenses, and

Tenant's Allocated Percentage Share of Downtown Celebration Office Expenses are

based on the Rentable Floor Area in relation to the total rentable floor area of

leasable areas in: (a) improvements intended to be leased to Office Tenants in

Downtown Celebration, as to Tenant's Allocated Percentage Share of the

Designated Office Share of Downtown Celebration Common Expenses and as to

Tenant's Allocated Percentage Share of Downtown Celebration Office Common

Expenses; and (b) the Building, as to the Building Common Expenses.

11.5.2 Notwithstanding the foregoing, Landlord shall have the right,

all times and from time to time, to change the Designated Office Share of

Downtown Celebration Common Expenses, Tenant's Allocated Percentage Share of the

Designated Office Share of the Downtown Celebration Common Expenses, Tenant's

Allocated Percentage Share of Building Common Expenses, and Tenant's Allocated

Percentage Share of the Downtown Celebration Office Common Expenses or the

method of allocation, in any manner which Landlord may, in its discretion, deem

to be a fairer or more equitable allocation thereof, or if Landlord deems an

adjustment to be desirable due to a change in the actual or projected leasable

area within Downtown Celebration or the Building, or due to a change in the

proposed uses of such leasable areas.

11.6 Cleaning Services. Landlord shall remove trash generated by Tenant

from the Premises in the ordinary course of its business (in accordance with the

Permitted Use) and place the trash in dumpsters provided on the Common Property

behind the Premises. Additionally, Landlord shall provide janitorial service and

cleaning in and about the Premises as a portion of the Building Common Expenses

to Tenant. Landlord shall also provide, as a portion of the Building

<PAGE>

Common Expenses, insect and pest control service for the Premises not less than

monthly. Tenant shall be responsible for the costs associated with the disposal

of any hazardous waste (and biomedical waste, if applicable) which is produced

or generated by Tenant in connection with the operation of Tenant's business in

the Premises.

11.7 Fire Monitoring. Landlord may elect, from time to time, to provide,

or cause others to provide, monitoring of an automated fire detection system

which is integrated into the fire sprinkler system that is a part of the

Premises, and the cost therefor shall be a Downtown Celebration Common Expense

as provided in Section 11.211.2 of this Lease. If and to the extent that

Landlord elects to provide, or cause others to provide, the fire monitoring

service for the Premises, Tenant acknowledges that Landlord shall not, by virtue

of having elected to provide such service, be deemed to have accepted any

responsibility or liability in the event of any malfunction of the fire

monitoring system or service or in the event of any negligence of any party in

the operation and monitoring of the fire monitoring service, and Landlord shall

not, by virtue of having elected to provide such service, be liable for and

Tenant shall indemnify, defend and hold harmless Landlord from and against any

damage, loss, injury, claim, action, cost or expense (of any nature) that may be

sustained as the result of any fire that may hereafter occur in the Premises or

any alleged or actual failure of the fire monitoring system to prevent or

minimize any damage resulting therefrom.

12. ADVERTISING AND PROMOTION.

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

12.1. Exclusive Rights Granted to Landlord. In consideration of this Lease

and other good and valuable consideration, the receipt of which is hereby

acknowledged, Tenant hereby acknowledges The Disney Company and its Affiliates

and the Theme Parks owned by said Affiliates, for the Term of this Lease,

including all extension periods, if any, the exclusive right to be the only

Entertainment Company and Theme Parks identified or represented to the public in

any manner at, in, from or in connection with the Premises, or any services,

research, products, materials or facilities identified with the Premises or

distributed or sold from the Premises, or to sponsor, in any manner, any portion

of the Premises or any facilities, services, programs, improvements or events

related thereto.

12.2. Prohibited Marketing Activities. In furtherance and not in

limitation of Section 12.1, Tenant acknowledges and agrees that neither Tenant

nor any of Tenant's Affiliates may, during the Term of this Lease, including all

extension periods, if any, directly or indirectly engage in any promotional,

sponsorship, joint marketing, cross promotional, advertising or similar

relationships, events or programs (collectively "Marketing Activities") with any

Theme Park (other than a Theme Park owned by The Disney Company and its

Affiliates with Landlord's approval) or Entertainment Company (other than any of

The Disney Company and its Affiliates). Furthermore, Tenant shall not permit any

Theme Park (other than a Theme Park owned by any of The Disney Company and its

Affiliates) or any Entertainment Company (other than any of The Disney Company

and its Affiliates) to engage, directly or indirectly, in any Marketing

Activities at, in from or in connection with the Premises or with or identifying

Tenant, any of Tenant's Affiliates or the Premises, nor shall Tenant fail to

make reasonable efforts to prohibit or prevent any such prohibited Marketing

Activities.

13. INSURANCE.

----------

13.1. Insurance by Tenant. Throughout the Lease Term, Tenant shall, at its

sole cost and expense, maintain in full force and effect the following types and

amounts of insurance coverage:

13.1.1. Liability Insurance. Tenant shall provide and keep in full

force and effect a policy or policies of comprehensive automobile insurance

covering owned, non-owned, hired or rented automotive equipment and commercial

general liability and property damage insurance with each providing coverage

against liability for personal injury, death and property damage and each having

a combined single limit of not less than TWO MILLION DOLLARS ($2,000,000.00)

with respect to injuries, deaths or damages in any one occurrence, and with

deductible amounts not exceeding TEN THOUSAND DOLLARS ($10,000.00) for each

occurrence. Said insurance, and any and all other liability insurance maintained

by Tenant in excess of or in addition to that required hereunder, shall include

protection for, and, in addition to Tenant, shall name as an additional insured,

the Association, Landlord (and, if such insurance providing protection for the

following is available, Landlord's property manager, Landlord's parent company,

their related, affiliated and subsidiary companies, and the officers, directors,

agents, employees and assigns of each) and any lender or ground landlord

hereafter holding any interest in Downtown Celebration, the effect of which will

insure it (and, if available, them) in respect of any and all loss or liability

resulting from personal injury, bodily injury (including death) or property

damage arising or occurring upon, or in connection with, or by reason of the use

and occupancy of the Premises or by reason of the operation of the business

contemplated by this Lease to be conducted by Tenant upon, within and from the

Premises (and, if insurance covering the acts or omissions of the following is

available, by any person controlling, controlled by or under common control with

Tenant or by

<PAGE>

Tenant's subtenants and concessionaires). Landlord reserves the right to specify

higher liability limits or additional insurance coverage from time to time to

meet reasonably anticipated loss exposure, or to reflect changes in the value of

the Premises.

13.1.2. Workers' Compensation and Employer's Liability Insurance.

Tenant shall provide and keep in full force and effect workers' compensation

insurance, in a form and with coverage limits not less than as prescribed by the

laws of the State of Florida, and employers' liability insurance in an amount

equal to the greater of TWO MILLION DOLLARS ($2,000,000.00) or the minimum

amount required by law.

13.1.3. Builder's Risk Insurance. Tenant shall, prior to the

commencement of and during any construction work on the Premises (but, in the

event Landlord is obligated to construct the Tenant Improvements, excluding the

period during which Landlord is constructing such Tenant Improvements), and as

often as Tenant may construct, replace, reconstruct, restore or make a

substantial alteration to, any improvement thereon, provide and keep in full

force and effect builders' risk insurance in accordance with the requirements of

this Article for the full replacement cost of such work.

13.1.4. Property Insurance. Tenant shall provide and keep in full

force and effect a policy of fire, windstorm and other perils generally included

under extended coverage insurance (including coverage for water damage and

sprinkler leakage) in an amount adequate to cover the replacement cost of all

interior improvements (including, without limitation, the Tenant Improvements)

made in the Premises and Tenant's Trade Fixtures, inventory and other contents

located in the Premises from time to time. Such policy shall name Landlord as an

additional insured and as the loss payee thereunder. All insurance or

condemnation proceeds resulting from the taking, destruction or damage to

interior improvements (including, without limitation, the Tenant Improvements)

and Trade Fixtures shall be paid to and may be retained by Landlord, except as

otherwise expressly provided herein.

13.1.5. Plate Glass Insurance. Tenant shall keep and maintain in

force during the Term hereof, plate glass insurance upon the windows and doors

of the Premises in amounts which reasonably assure that there will be sufficient

proceeds to replace all plate glass in the windows and doors of the Premises.

13.1.6. Business Interruption Insurance. Tenant shall provide, keep

and maintain business interruption insurance in amounts sufficient to prevent

Tenant from becoming a co-insurer thereof, and to assure the continuance of the

operating income and profit of Tenant's business during any period in which

Tenant is unable to conduct such business in the Premises, or any part thereof,

by reason of loss or damage.

13.1.7. Other Insurance/Higher Limits. Tenant shall provide, keep

and maintain in full force and effect such other insurance for such risks and in

such amounts as may from time to time be commonly insured against in the case of

business operations similar to those contemplated by this Lease to be conducted

by Tenant at, in and from the Premises. Landlord reserves the right to specify

higher liability limits or additional insurance coverage (than those set forth

herein) from time to time to meet reasonably anticipated loss exposure, or to

reflect changes in the value of the Premises.

13.2. Carriers and Features. All insurance policies required to be carried

by Tenant as provided in this Article shall be issued by fiscally responsible

insurance companies (having a Best Rating of not less than A+VIII) authorized

and licensed to do business in the State of Florida and each policy shall

provide that it is primary, noncontributory insurance as respects any other

valid and collectible insurance which Tenant or Landlord may possess and that

any other insurance which either does possess shall be considered excess

insurance only. All such policies shall be for periods of not less than one (1)

year and Tenant shall renew the same at least thirty (30) days prior to the

expiration thereof. All such policies shall include the insurer's unconditional

agreement to provide not less than thirty (30) days' written notice to Landlord

prior to any cancellation thereof or any change reducing coverage thereunder.

Any insurance coverage required by this Article may be effected by means of a

policy or policies of blanket insurance covering the Premises and other

premises; provided, however, that any such blanket policy shall specify therein,

or Tenant shall furnish Landlord with a written statement from the insurer or

its agent specifying, the amount of the total insurance allocated to the

Premises and confirmation that losses occasioned by Tenant at other facilities

will not diminish the amount of insurance coverage available for the Premises

below the amount required herein. In the event Tenant shall fail to procure

insurance required under this Article and/or shall fail to maintain the same in

full force and effect continuously during the Term of this Lease, Landlord shall

be entitled, but shall not be obligated, to procure the same and Tenant shall

immediately reimburse Landlord for such premium expense, with interest, as

Additional Rent. Additionally, Landlord shall have the right, at Landlord's

option, to treat such failure by Tenant to procure required insurance as an

Event of Default hereunder.

13.3. Payment of Premiums. Tenant shall pay the premiums (on not less than

a quarterly basis) for all insurance policies which Tenant is obligated to carry

under this Article and, at least five (5) days prior to the date any such

insurance must be in effect,

<PAGE>

deliver to Landlord a copy of the policy or policies, or a certificate or

certificates thereof, along with evidence that the premiums therefor have been

paid for at least the next ensuing quarter-annual period. Tenant shall also

deliver to Landlord copies of all policies, or certificates thereof, of all

policies of liability insurance maintained by Tenant in excess of or in addition

to the insurance required by this Article. Tenant agrees not to keep upon the

Premises any articles or goods which may be prohibited by the standard form of

fire and extended coverage insurance policy. In the event that the insurance

premiums applicable to fire and extended coverage insurance covering the

Building shall be increased by reason of any use of the Premises made by Tenant,

Tenant shall pay to Landlord as Additional Rent, the amount of the increase in

the insurance premium occasioned by such use. Each of Landlord and Tenant will

cooperate with the other party in connection with the processing of claims and

the collection of any insurance proceeds that may be payable in the event of

loss or claim under any of the above-described policies of insurance and execute

and deliver to the insurers such proofs of loss and other documents as may be

required for the recovery of the proceeds of any such insurance.

13.4. Insurance by Landlord. Landlord shall maintain fire and extended

coverage insurance on the Building in an amount not less than 80% of the

replacement cost of the Building and commercial general liability insurance

relating to the Building and its appurtenances in an amount not less than $3

million per occurrence. In addition, Landlord may, at its option, maintain

coverages in excess of the minimum limits set forth in this section and

additional coverages as specified in the definition of Operating Expenses. The

total cost of all insurance maintained by Landlord under this Section shall be

included in Operating Expenses.

13.5. Waiver of Subrogation. Tenant agrees that if any property owned by

it and located in the Premises shall be stolen, damaged or destroyed by an

insured peril, Landlord shall not have any liability to Tenant, nor to any

insurer of Tenant, for or in respect of such theft, damage or destruction, and

Tenant shall require all policies of risk insurance (including those referenced

in Sections 13.1.3, 13.1.4, 13.1.5, 13.1.6) carried by it on its property in the

Premises to contain or be endorsed with a provision in and by which the insurer

designated therein shall waive its right of subrogation against Landlord. Tenant

hereby waives any and all right of recovery which it might otherwise have

against Landlord, its agents and employees, for loss or damage to Tenant

Improvements and/or any of the contents, merchandise, inventory, furniture,

furnishings, fixtures and any other property of Tenant contai

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