Docstoc

Percentage Lease

Document Sample
Percentage Lease Powered By Docstoc
					ONE SOUTH ORANGE


             STANDARD

         LEASE AGREEMENT




           September 12, 1997




              BETWEEN



   One South Orange, LTD., LANDLORD


                 and


       Ludmils Antonos , TENANT
                                                                                                   TABLE OF CONTENTS

                                                                                            PAGE                           ARTICLE VSECURITY DEPOSIT
       ARTICLE IBASIC LEASE PROVISIONS
                                                                                                          5.1              Amount of Security Deposit                           13
1.1    Leased Premises ......................................................................1
                                                                                                          5.2              Use and Return of Security Deposit 13
1.2    Common Areas ........................................................................1
                                                                                                          5.3              Transfer of Security Deposit 13
1.3    Term ........................................................................................2                      ARTICLE VIALTERATIONS, SIGNS, AWNINGS, CANOPIES

1.4    Lease Year ...............................................................................2        6.1              Alterations 13

1.5    Possession ................................................................................2       6.2              Removal of Alterations 15

1.6    Failure of Tenant to Open.......................................................2                  6.3              Signs, Awnings, and Canopies                         15

1.7    Excuse of Landlord's Performance ........................................3                         6.4              Historic District 15
                                                                                                                           ARTICLE VIIREPAIRS AND MAINTENANCE OF LEASED PREMISES
1.8    Parking Restrictions ................................................................ 3
                                                                                                          7.1              Responsibility of Landlord                           16
1.9    Radius Restrictions .................................................................3
                                                                                                          7.2              Responsibilities of Tenant 16
1.10   License .....................................................................................3                      ARTICLE VIIIINSURANCE AND INDEMNITY
       ARTICLE IIRENT
                                                                                                          8.1              Liability Insurance                18
2.1    Rent ..........................................................................................3
                                                                                                          8.2              Plate Glass Insurance              18
2.2    Late Fee ...................................................................................5
                                                                                                          8.3              Landlord's Building Insurance                        18
2.3    Percentage Rent ......................................................................5
                                                                                                          8.4              Property Insurance                 18
2.4    Gross Receipts Defined ...........................................................5
                                                                                                          8.5              Increase in Fire Insurance Premium 19
2.5    Tenant's Records .....................................................................6
                                                                                                          8.6              Indemnification of Landlord                          19
2.6    Reports by Tenant ...................................................................7
                                                                                                          8.7              Waiver of Subrogation 19
2.7    Right to Examine Books ..........................................................7                                  ARTICLE IXUTILITIES

2.8    Audit ........................................................................................7    9.1              Utilities 20
                                                                                                                           ARTICLE XSUBORDINATION AND ATTORNMENT
2.9    Real Estate and Personal Property Taxes and Assessments .7                                                          10.1      Subordination and Nondisturbance

2.10   Sales, Use and Rent Taxes, Personal Property Taxes ............8                                   10.2             Attornment 21

2.11   Insurance Premiums ............................................................... 8               10.3             Financing Agreements 21
                                                                                                                           ARTICLE XIASSIGNMENT AND SUBLETTING
2.12   Operating Expenses ................................................................ 8
                                                                                                          11.1             Consent Required                   21
2.13   Additional Rent ..................................................................... 10
                                                                                                          11.2             Significant Change of Ownership 22
                          ARTICLE III                                                                                      ARTICLE XII
                          CONSTRUCTION OF LEASED PREMISES                                                                  WASTE, GOVERNMENTAL REGULATIONS

3.1    Landlord's Work ................................................................... 11             12.1 .................................................................................. Waste or Nuisance   22

3.2    Tenant's Work ....................................................................... 11           12.2 ........................................................................Government Regulations         22
                                                                                                                            ARTICLE XIIIRULES AND REGULATIONS
3.3    Acceptance by Tenant ........................................................... 11
                                                                                                          13.1 ............................................................................ Rules and Regulations     22
3.4    Changes to Building and Common Areas ............................ 11                                                 ARTICLE XIVADVERTISING, PROMOTION
       ARTICLE IVUSE
                                                                                                          14.1 ..................................................................................... Change of Name   24
4.1    Use of Premises ..................................................................... 12
                                                                                                          14.2 ........................................................................... Solicitation of Business   24
4.2    Operation of Business ........................................................... 12
                                                                                                          14.3 .............................................................. Advertised Name and Address             24
4.3    Storage, Office Space                 12
                                                                                                          14.4 ..................................................................................Letters and Marks    24
4.4    Use Not in Violation of Certificate of Occupancy 12                                                                  ARTICLE XVDESTRUCTION OF LEASED PREMISES

4.5    Use Not to Interfere With Landlord, Other Tenants ........... 13                                   15.1 ................................................................... Total or Partial Destruction       24




                                                                                                                 i
                                                                                                                   22.14   Estoppel Certificate    36
15.2 .......................................................................... Destruction of Building            25
                                                                                                                   22.15   Recording 37
15.3 ....................................................................Damage Near End of Term                   25
                                                                                                                   22.16   Liability of Landlord   37
15.4 ...........................................................Reconstruction of Improvements                     25
                                                                                                                   22.17   Waiver of Jury Trial    37
15.5 ............................................................. Redevelopment of the Property                   26
                                                                                                                   22.18   Time of Essence         37
15.6 ............................................................................................ Termination      26
                  ARTICLE XVIEMINENT DOMAIN                                                                        22.19   Tenant Forbidden to Encumber Landlord's Interest .......... 37

16.1 ............................................................................... Total Condemnation            22.20
                                                                                                                   27      Lawful Use of Premises 38

16.2 ............................................................................ Partial Condemnation             22.21
                                                                                                                   27      Successors 38

16.3 ................................................................................ Landlord's Damage            22.22
                                                                                                                   27      Guarantors 38

16.4 .................................................................................. Tenant's Damages           22.23
                                                                                                                   27      Impact Fees             38

16.5 .....................................................Sale Under Threat of Condemnation                        22.24
                                                                                                                   27      Landlord=s Right to Early Termination            38

                                     ARTICLE XVIIDEFAULT OF TENANT                                                         EXHIBIT "A"             SITE PLAN OF BUILDING ............ 40
                                                                                                                           EXHIBIT "B"                      LEGAL DESCRIPTION OF PROPERTY   1
                                                                                                                                                                                            4
17.1 .................................................................................... Events of Default        28

17.2 ............................................................................ Remedies of Landlord             29

17.3 .................................................................................................... Waiver   30

17.4 ....................................................................... Expenses of Enforcement               30

17.5 ....................................................................................... Attorney's Fees       30
                  ARTICLE XVIIIACCESS BY LANDLORD

18.1 ......................................................................................... Right of Entry      31
                  ARTICLE XIXTENANT'S PROPERTY

19.1 ................................................................................ Taxes on Leasehold           31

19.2 ................................................................................... Loss and Damage           31

19.3 .................................................................................... Notice by Tenant         32
                                      ARTICLE XXHOLDING OVER, SURRENDER

20.1              Holding Over                          32

20.2              Surrender 32
                  ARTICLE XXIQUIET ENJOYMENT

21.1              Landlord's Covenant 32
                  ARTICLE XXIIMISCELLANEOUS

22.1              Mechanics' Liens                      33

22.2              Landlord's Lien                       33

22.3              Landlord's Right to Perform                             33

22.4              Interest on Overdue Rent                                33

22.5              Surrender at End of Term                                34

22.6              Accord and Satisfaction 34

22.7              Entire Agreement                      34

22.8              No Partnership                        34

22.9              Notices            35

22.10             Captions and Section Numbers                            36

22.11             Use of Pronoun                        36

22.12             Brokers Commission                    36

22.13             Partial Invalidity                    36




                  30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)                                                 ii
        EXHIBIT "C" ...........................................................................
        LEASED PREMISES ........................................................... 42




30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)                              iii
                                                       STANDARD
                                                    LEASE AGREEMENT


   THIS LEASE, made on the 12th          day of September , 1997 , by One South Orange, Ltd., a Florida
limited partnership, whose address is Suite 300, One South Orange Avenue, Orlando, FL 32801 (herein called
"Landlord"), and Ludmils Antonos , whose address is 3088 Downs Cove Road, Windermere, FL 34786 , doing
business as (To be determined)            whose address is Suite 102 & Suite 103, One South Orange Avenue,
Orlando, FL 32801       (herein called "Tenant").


                                                     W I T N E S S E T H:


                                                      ARTICLE I
                                               BASIC LEASE PROVISIONS

        I.1        Leased Premises.

         In consideration of the rents, covenants and agreements hereafter reserved and contained on the part of
Tenant to be observed and performed, Landlord demises and leases to the Tenant, and Tenant rents from Landlord,
those certain premises now existing in Orlando, Orange County, Florida, and being a portion of an office building
generally known as "ONE SOUTH ORANGE" (herein called the "Building"), which premises consist of commercial
retail space containing approximately 7,284 square feet, (herein called the "Leased Premises" or "premises"). The
boundaries of the Building are outlined on the site plan attached hereto as Exhibit "A" and made a part hereof, and
the proposed boundaries and location of the Leased Premises are outlined on the floor plan(s) attached hereto as
Exhibit "C". The Building is located upon that real property (herein called the "Property") legally described in
Exhibit "B" attached hereto and made a part hereof.

        I.2        Common Areas.

        The use and occupation by Tenant of the Leased Premises shall include the non-exclusive use, in common
with others entitled thereto, to the Common Areas, subject, however, to the terms and conditions of this Lease and to
the reasonable rules and regulations for the use thereof as prescribed from time to time by the Landlord.

        Except as otherwise provided herein, all areas within the Building and Property which are not now or
hereafter held for lease or occupation by Landlord or used by other persons entitled to occupy floor space in the
Building, including, without limiting the generality of the foregoing, all automobile parking areas, driveways,
entrances and exits thereto, employee parking areas, the truck ways, loading docks, package pick-up stations,
pedestrian sidewalks and ramps, landscaped areas, retaining walls, stairways, first-aid stations, comfort stations, bus
stops, open and enclosed courts and other areas and improvements provided by Landlord in or near the Building for
the general use, in common, by tenants, their officers, agents, employees and customers (herein collectively called
"Common Areas") as such Common Areas now exist or may be hereafter constructed, shall at all times be subject to
the exclusive control and management of Landlord, and Landlord shall have the right, but not the obligation, to the


30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   1
Common Areas from time to time to change the area, level, location or composition of the Common Areas if the
changes do not materially and unreasonably interfere with Tenant's access to the Leased Premises or use of them.

        Landlord shall have the right to close all or any portion of the Common Areas to such extent as may, in the
opinion of Landlord's counsel, be legally sufficient to prevent a dedication thereof or the accrual of any rights to any
person or the public therein; to close temporarily all or any portion of the parking areas or facilities; to discourage
non-customer parking; and to do and perform such other acts in and to said area and improvements as, in its business
judgement, the Landlord shall determine to be advisable with a view to the improvement of the convenience and use
thereof by Building tenants, their officers, agents, employees and customers. Landlord shall have the full right and
authority to employ all personnel and to make all reasonable rules and regulations as Landlord may in its sole
discretion deem proper, pertaining to the proper operation and maintenance of the Common Areas.

         Tenant to pay a pro-rated percentage of all common areas charges.

         I.3       Term.

                 I.3.1 Initial Term. The term of this Lease shall commence upon September 15, 1997 and
shall terminate at the end of the tenth year following the first day of the first month coinciding with or next
following the commencement date of Tenant's obligation to pay minimum rent. (For example, if Tenant's obligation
to pay rent commences November 15, 1997, the Lease shall terminate November 31, 2007

                               (1). Renewal Term Provided Tenant shall not have been in material default for the
prior three years, Tenant may, by giving Landlord 180 days advance notice in writing, extend this Lease for an
additional ten (10) years on the same terms (the Renewal Term.)

         I.4       Lease Year.

        The term "Lease Year" shall mean the first period of this Lease ending nine years prior to the expiration of
the scheduled lease term, and each 12 month period thereafter. (The first Lease Year may consist of more than 12
months.) Annual rent increase to be consistent with Consumer Price Index.

                   I.4.1 Possession.

       Tenant shall be entitled to possession of the premises at the commencement of the term, subject to the right
of Landlord to enter upon the premises to perform Landlord's Work (as defined hereafter). Acceptance of the
premises by Tenant shall be construed as recognition that the premises are in a satisfactory state; Tenant hereby
accepts the premises in their present condition, subject to Landlord's Work.

         The Landlord and Tenant agree that they will not interrupt, delay or prevent the Work to be performed by the
other.

                   I.4.2 Failure of Tenant to Open.

       If Tenant's business has not fully opened for business to the public within 120 days of commencement hereof
in a manner consistent with other similar businesses, additional rent equal to fifty percent (50%) of the minimum


30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   2
rent shall be due and payable for each month thereafter that Tenant fails to open. If Tenant fails to fully open for
business within 180 days from commencement hereof, Landlord at its option may terminate this Lease.

        I.5        Excuse of Landlord's Performance.

        Anything in this Lease to the contrary notwithstanding, the Landlord shall not be deemed in default with
respect to failure to perform any of the terms, covenants and conditions of this Lease if such failure to perform shall
be due to any strike, lockout, civil commotion, war-like operation, invasion, government regulations or controls,
inability to obtain any material, utilities, service or financing, through an Act of God or other cause beyond the
control of the Landlord.

        I.6        Parking Restrictions.

        No rights to parking, except for non-exclusive rights necessary for occasional loading and unloading at the
receiving area at the southeast corner of the Building, are conveyed herein. Tenant agrees that it will make any
arrangements for occasional loading and standing permits necessary to its business directly with the proper
authorities, and that it will arrange for valet parking or other parking requirements in a manner that does not interfere
with the rights of other Building tenants or the Landlord.

        I.7        Radius Restrictions.

        As long as this Lease shall remain in effect, neither Tenant nor Tenant's franchisee, Tenant's
franchisor, other franchisees of Tenant's franchisor, parent corporation, nor any of Tenant's shareholders, partners,
joint venturers, subsidiaries or affiliated persons or affiliated entities shall, within three (3) miles of the Building,
either directly or indirectly own, operate, or be financially interested in, either itself or with others, a business like,
or similar to, the business permitted to be conducted under this Lease in the Leased Premises. This limitation shall
apply to each present and past use of the premises pursuant to this Lease.

        I.8        License.

        Except as otherwise provided herein, all Common Areas which Tenant may be permitted to use and occupy
are to be used and occupied under a non-exclusive license, which shall be irrevocable so long as Tenant shall not be
in default of any term, covenant or provision of the Lease. If the amount of such areas be diminished, Landlord shall
not be subject to any liability nor shall Tenant be entitled to any compensation or diminution or abatement of rent,
nor shall such revocation or diminution of such area be deemed constructive or actual eviction.


                                                          ARTICLE I.9
                                                            RENT

                   I.9.1 Rent.

        The Tenant shall pay the Landlord as rent for the premises minimum rent and percentage rent.

                   I.9.2 Minimum Rent.


30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   3
        The minimum rent during the term of this Lease shall be payable by the Tenant in monthly installments five
days preceding the first day of each month, in advance, at Landlord's address set forth in the preamble hereof, or at
such other place designated by Landlord, without any prior demand therefor and without any deduction, holdback or
set off whatsoever, for the First Lease Year beginning on December 15, 1997 . The initial minimum rent shall
be Eighty Thousand Dollars ($ 80,000.00 ) per annum. Minimum Rent for the Second Lease Year shall be
Ninety Thousand Dollars ($90,000.000), and Minimum Rent for the Third Lease Year shall be One Hundred-
eleven Thousand Dollars ($111,000.00).

        At the time of the execution of this Lease, Tenant shall deposit with Landlord the amount due for the first
month=s minimum rent, together with real estate tax, insurance, and operating expense estimates, and applicable
sales tax.

                                   (1) Cost of Living Increase in Minimum Annual Rent.

                  Beginning with the first month of the fourth Lease Year and the first month of each Lease Year
thereafter, the minimum rent shall be increased by the greater of four percent (4%) per annum or by a percentage
equal to the prior twelve-month percentage increase in the Consumer Price Index ("CPI").

        The Consumer Price Index shall mean the statistics published in the Monthly Labor Review by the United
States Department of Labor, Bureau of Labor Statistics, designated Consumer Price Index for all urban consumers
(CPI-U), unadjusted U.S. City Average, with a standard reference base period of 1982-1984 average = 100.

        As promptly as practicable, upon receipt of the Consumer Price Index for the initial adjustment period, and
all adjustment periods thereafter, the Landlord shall compute the increase for the item being adjusted, based upon the
relative increase, if any, in the Consumer Price Index for the period for which the calculation is being made, in
accordance with the following formula:
                                        NCPI
                                             xB
                                        OCPI
        WHERE:

        OCPI = (Old) Consumer Price Index for the month preceding the commencement date of this Lease (e.g.
        February 1995) and the month preceding each most recent Adjustment Date thereafter.

        NCPI = (New) Consumer Price Index for the month which is the month preceding the new Adjustment Date.

        B = The Base price being adjusted.

                   In the case of minimum rent, it is the initial minimum rent, or the most recent adjusted minimum
                   rent for the Lease Year immediately preceding the Adjustment Date, as the case may be.

        The Adjustment Date is the date for which the adjustment is to be effective. The Adjustment Date is the first
day of the fourth Lease Year and the first day each Lease Year thereafter.

       As an example of the above formula, if the index for the month preceding the commencement date is 200 and
the index for the month prior to the Adjustment Date in the following year is 210, and the minimum rent is
$280,686, the calculation shall be 210/200 x $280,686 = $294,720. If the index for the applicable month (the new

30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   4
Adjustment Date) is 220 the following year, the formula for the next adjustment shall be 220/210 x $294,720 =
$308,754. In no event shall the adjusted minimum rent ever be less than the adjusted minimum rent for the
immediately preceding period.

        In the event that any calculation cannot be made by the applicable Adjustment Date, within ten (10) days of
the date that the calculation is made and delivered to Tenant, Tenant shall pay to the Landlord the aggregate differ-
ence between all installments of rent or charges hereunder paid during the applicable period, but prior to the date the
calculation is made, and any amount Tenant should have paid had the calculation been made and delivered to Tenant
prior to the date the first installment of the adjusted rent or other adjusted charge had become due. Nothing con-
tained herein shall relieve the Tenant of the obligation to pay the adjusted minimum rent due hereunder.

        If the Bureau of Labor Statistics shall change the method of determining the Consumer Price Index (CPI-U)
or the base period (1982-1984=100), the formula for determining "adjusted charge" shall be altered or amended, if
possible, so as to continue the base period and base figure, but in the event it shall be impossible to do so, or in the
event the Bureau of Labor Statistics shall cease to publish the said statistical information, and it is not available from
any other source, public or private, acceptable to both parties, then by arbitration if the parties are unable to agree.
In the event of arbitration, each party shall choose one (1) arbitrator and the two (2) arbitrators so selected shall
choose a third and the decision of any two of the three arbitrators shall be binding upon the parties hereto. The
arbitration shall be conducted according to the rules of the American Arbitration Association then obtaining and any
decision by such arbitrators shall be binding on the parties in accordance with the Florida Arbitration Code.

                   I.9.3 Governmental Limitation.

        In the event that any law, decision, rule or regulation of any governmental body having jurisdiction shall
have the effect of limiting for any period of time the amount of rent or other charges payable by Tenant to any
amount less than that otherwise provided pursuant to this Lease, the following amounts shall, nevertheless, be
payable by Tenant: (i) throughout such period of limitation, Tenant shall remain liable for the maximum amount of
rent and other charges which are legally payable (without regard to any limitation on the amount thereof expressed in
this Lease except that all amounts payable by reason of this section shall not in the aggregate exceed the total of all
amounts which would otherwise be payable by Tenant pursuant to the terms of this Lease for the period of
limitation); (ii) at the termination of such period of limitation, Tenant shall pay to Landlord, on demand, any
amounts which would have been due from Tenant during period of limitation but which were not paid because of
such limiting law, decision, rule or regulation; and (iii) for the remaining term of this Lease following the period of
limitation, Tenant shall pay to Landlord all amounts due for such portion of the term of this Lease in accordance
with the terms hereof calculated as though there had been no intervening period of limitation.

        I.10       Late Fee.

        In the event the payment of minimum rent, percentage rent or additional rent due under this Lease is not
received by Landlord on or before the 10th day from the date such rent or other payment is due, the Tenant shall pay
a late charge of 5% of the payment not received timely. This late charge shall be immediately due.

        I.11       Percentage Rent.

        In addition to the minimum rent and any other additional rent paid by Tenant pursuant to any other provision
hereof, Tenant shall pay to Landlord the percentage rent without any deduction or offset whatsoever. Percentage

30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   5
rent shall be the amount by which 8% of Tenant's gross receipts for the month exceeds the minimum rent. The
percentage rent shall be due and payable by the 10th day of the month following the month for which such
percentage rent is due. Percentage rent shall commence upon the execution of this Lease.

        I.12       Gross Receipts Defined.

        The term "gross receipts" as used herein is hereby defined to mean gross sales of Tenant and of all licensees,
concessionaires and tenants of Tenant, from all business conducted upon or from the Leased Premises or elsewhere
if such other location is in violation of the radius restrictions contained herein, and whether such business be
conducted by Tenant or by any licensees, concessionaires of tenants of Tenant, and whether such sales be evidenced
by check, credit, charge account, exchange or otherwise, and shall include, but not be limited to, all amounts
received from the sale of food, liquor, and sundry items, as well as fees and minimum charges for services, whether
sold for consumption at the Leased Premises or elsewhere, and all goods, ware and merchandise sold and for any
services performed in connection with Tenant's use of the Leased Premises, together with the full amount of all
orders taken or received at the Leased Premises, whether such orders be filled from the Leased Premises or
elsewhere (all such food, sundry items, goods, ware, merchandise, orders and services shall hereafter be collectively
referred to as merchandise.)

       The full amount of each sale for credit or on a charge account shall be included in gross receipts in the month
in which such sale is made without regard to the time when Tenant receives complete or partial payment therefor. If
any one or more departments or other divisions of Tenant's business shall be sublet by Tenant, then there shall be
included in gross receipts for the purpose of fixing the percentage rent payable hereunder all the gross sales of such
departments or divisions, whether such sales be made at the Leased Premises or elsewhere, in the same manner and
with the same effect as if the business, or sales, of such departments and divisions of Tenant's business had been
conducted by Tenant itself.

        Gross receipts shall not include gratuities nor resales of merchandise for which cash has been refunded, or
allowance made on merchandise claimed to be defective or unsatisfactory, provided the sales price of such
merchandise shall have been originally included in gross sales and there shall be deducted from gross sales the sales
price of merchandise returned by customers for exchange, provided that the sales price of merchandise delivered to
the customer in exchange shall be included in gross sales and the sales price of such exchanged merchandise shall
have been originally included in gross sales. Gross receipts shall not include the amounts of any sales, use or gross
receipts tax imposed by any federal, state, municipal or governmental authority directly on sales and collected from
customers, provided that the amount thereof is added to the selling price or absorbed therein and paid by Tenant to
such governmental authority. No franchise or capital stock tax and no income or similar tax based upon income or
profits as such shall be deducted from gross receipts in any event whatever. Gross Receipts shall not include
royalties or franchise fees from franchisees located outside the radius restrictions for business conducted outside the
radius restrictions.

        I.13       Tenant's Records.

        For the purpose of ascertaining the amount payable as percentage rent, Tenant agrees to prepare and keep on
the Leased Premises, or other suitable location consented to in writing by Landlord prior to the removal of such
records from the Leased Premises, for a period of not less than two (2) years following the end of each Lease Year,
adequate records which shall show inventories and receipts of merchandise at the Leased Premises, and daily
receipts from all sales and other transactions on the Leased Premises by Tenant and any other persons conducting

30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   6
any business upon or from the Leased Premises. Tenant shall record at the time of sale, in the presence of the
customer, all receipts from sales or other transactions whether for cash or credit in a cash register having a
cumulative total which shall be in a manner approved by Landlord and having such other features as shall be
approved by Landlord. Tenant further agrees to keep on the Leased Premises (for at least two (2) years following the
end of each Lease Year) all pertinent original sales records. Pertinent original sales records shall include: (a) cash
register tapes, including tapes from temporary registers; (b) serially numbered sales slips; (c) the original records of
all mail orders at and to the Leased Premises; (d) the original records of all telephone orders at and to the Leased
Premises; (e) settlement report sheets of transactions with subtenants, concessionaires and licensees; (f) the original
records showing that merchandise returned by customers was purchased at the Leased Premises by such customers;
(g) such other standards as Landlord shall require in performing an audit of Tenant, and Tenant shall furnish
Landlord with copies of all Sales Tax Audits applicable to Tenant's gross receipts, within 30 days of completion of
such audits.

        I.14       Reports by Tenant.

        Tenant shall submit to Landlord within twenty-five (25) days after the end of the month a copy of the
previous months' Sales and Use Tax Return, DR-15, as filed with the State of Florida, Department of Revenue and
certified by the Tenant to be true and correct, together with any additional percentage rent due as indicated by the
Sales Tax Report and interest thereon. Should the State of Florida modify its reporting criteria, discontinue the sales
tax, or make any other change which alters or eliminates the monthly DR-15, then Landlord may institute an
alternative reporting requirement. Within sixty (60) days after the close of each Lease Year, the Tenant shall furnish
to the Landlord a verified statement certified by an accountant or Tenant setting forth the amount of Tenant's gross
receipts during the preceding Lease Year and showing the amount of additional rent required to be paid by the
Tenant for such Lease Year, if any.

        I.15       Right to Examine Books.

       The acceptance by the Landlord of payments of percentage rent shall be without prejudice to Landlord's right
then or thereafter to an examination of the Tenant's books and records of its gross receipts and inventories of
merchandise from or at the Leased Premises in order to verify the amount of monthly or annual gross receipts by the
Tenant in and from the Leased Premises. Landlord shall have the right to examine during regular business hours all
books and records of Tenant in any way pertaining to business transacted in or from the Leased Premises whether at
the Leased Premises or at such other location as the books and records may be kept.

        I.16       Audit.

        At its option, Landlord may cause, at any reasonable time upon ten (10) days prior written notice to Tenant
(but not more often than quarterly), a complete audit to be made of Tenant's entire business affairs and records
relating to the Leased Premises for the period covered by any statement issued by the Tenant as above set forth. If
such audit shall disclose that the gross receipts reported by Tenant are less than 97% of the gross receipts disclosed
by said complete audit, Tenant shall promptly pay to Landlord the cost of said audit in addition to the deficiency in
percentage rent which said audit discloses, which deficiency, whether 3% or less, shall be payable in any event, and
in addition, Landlord shall have the further remedy of terminating this Lease upon thirty (30) days notice to Tenant.
 Prior to any exercise of Landlord's right of termination, however, Tenant shall have the right by written notice to
Landlord within (5) days of receipt from Landlord of the notice of termination, to object to the findings of Landlord's
audit, whereupon Tenant shall have a period not in excess of thirty (30) days within which to submit evidence of

30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   7
inaccuracies of such audit. If Landlord's audit is proven to Landlord or to an independent third party C.P.A. by such
evidence to be inaccurate and that Tenant's gross receipts are not less than 97% of the gross receipts disclosed by the
audit, then, in that event, Landlord shall not have the further remedy to terminate this Lease.

        I.17       Real Estate and Personal Property Taxes and Assessments.

        Tenant shall pay as additional rent during the term of this Lease its proportionate share of all real and
personal property taxes levied or assessed by any lawful authority against all of the real and personal property which
is now or hereafter becomes a part of the Building and Property or is used in connection therewith, and such other
costs and fees incurred by Landlord in contesting any such taxes, assessments, or charges and/or negotiating with
any such lawful authority with respect thereto. The proportionate share of any and each tax assessment applicable to
the Leased Premises shall be calculated by multiplying the taxes for the year then under consideration, by a fraction,
the numerator of which shall be the number of square feet contained in the Leased Premises and the denominator of
which shall be the aggregate number of square feet of leasable building space in the Building included in the
assessment on which the subject taxes were calculated by the taxing authority. In the event any governmental
authority having jurisdiction shall levy any general or special assessment against the real property which is now or
hereafter becomes a part of the Building or Property for public betterments or improvements, Tenant shall also pay
to Landlord as additional rent its proportionate share of such assessment which proportionate share shall be
calculated by multiplying the total assessment by the same fraction as stated in the preceding sentence. Landlord
shall have the option to take the benefit of any statute or ordinance permitting any such assessment for public
betterments or improvements to be paid over a period of time in which case the Tenant shall be obligated to pay only
the said fraction of the installments of any such assessments which shall become due and payable during the term of
this lease. Landlord shall estimate the taxes and assessments referred to in this Section and Tenant shall pay one-
twelfth (1/12) thereof monthly in advance, together with payment of minimum rent. After the end of each Lease
Year Landlord shall furnish Tenant a statement of the actual taxes and assessments, and there shall be an adjustment
between Landlord and Tenant with payment to or repayment by Landlord, as the case may require, to the end that
Landlord shall receive the entire amount of Tenant's proportionate share for such annual period. Taxes and
assessments shall be prorated on a daily basis for any lease period which does not coincide with the tax period.

       Tenant shall pay, before delinquency, all personal property taxes and assessments on the furniture, fixtures,
equipment, and other property of Tenant located in the Leased Premises and on additions and improvements in the
Leased Premises belonging to Tenant.

        I.18       Sales, Use and Rent Taxes, Personal Property Taxes.

        Tenant shall pay as additional rent, its proportionate share, as defined in Section 2.9, of all sales, use and
other taxes imposed by any governmental authorities upon the manufacture, sales, use, transmission, distribution or
other process necessary or incidental to the furnishing of sewer, water, electricity, trash or garbage removal,
domestic water and other services to the Leased Premises. Tenant shall also pay, as additional rent, all sales taxes
assessed by governmental authority against the minimum rent, percentage rent and additional rent, even though the
taxing statute or ordinance may purport to impose such sales tax against the Landlord. The payment of all sales tax
shall be made by Tenant on a monthly basis, concurrently with payment of the rent.

        I.19       Insurance Premiums.



30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   8
       Tenant shall pay as additional rent during the term of this Lease its proportionate share of the Landlord's
insurance premiums on the Building. The proportionate share of insurance premiums applicable to the Leased
Premises shall be calculated by multiplying the Landlord's insurance premiums for that Lease Year or partial Lease
Year by a fraction, the numerator of which shall be the number of square feet contained in the Leased Premises and
the denominator of which shall be the aggregate number of square feet of leasable building space in the Building.
Landlord shall estimate the insurance premiums referred to in this Section and Tenant shall pay one-twelfth (1/12)
thereof monthly in advance, together with the payment of minimum rent. After the end of each Lease Year,
Landlord shall furnish Tenant a statement of the actual insurance premiums, and there shall be an adjustment
between Landlord and Tenant, with payment to or repayment by Landlord, as the case may require, to the end that
Landlord shall receive the entire amount of Tenant's proportionate share for such annual period.

        I.20       Operating Expenses.

        Operating Expenses means Landlord's operating expenses that are directly attributable to the operation,
maintenance, management and repair in good order and condition of the Building and Property including, without
limitation:

        (1)        costs incurred for operation, management, maintenance, repair, replacement, refurbishment,
                   inspection and servicing the Common Areas, including, without limitation, janitorial, window
                   cleaning, signs, landscaping, lighting, sanitation, trash disposal, exterminating, water treatment,
                   elevators, escalators, electrical, plumbing and mechanical equipment, fire extinguishers, fire
                   detection systems, sprinkler systems, painting, cleaning and the cost of materials, tools, supplies
                   and equipment used for the foregoing;

        (2)        costs incurred for electricity, sewer, water, gas, fuel or other utilities for the Common Areas;

        (3)        general and administrative expenses incurred in the management and supervision by Landlord,
                   whether directly or through an independent contractor, including, but not limited to, costs for
                   accounting, bookkeeping and reasonable legal fees and including any management fees and costs to
                   Landlord of employing one or more persons to police the Common Areas for the purpose of
                   reasonable security or discouraging the misuse of the Common Areas by customers of tenants;
                   provided, however, that nothing contained herein shall be construed as requiring Landlord to
                   provide security to the Common Areas or Leased Premises or to any other premises in the Building.

        (4)        the cost of replacing any of the equipment or structural components, except if the cost is required to
                   be amortized for Landlord's income tax purposes, the annual amortization amount shall be included
                   in Operating Expenses in lieu of the cost;

        (5)        the cost of any insurance maintained by Landlord in connection with the Building or Property;

        (6)        license, permit and inspection fees for the Building and Property;

        (7)        the annual amortization over its useful life on a straight-line basis of the costs of carpeting or
                   window treatments in the Common Areas;

        (8)        a reserve fund set aside for replacement of elevators, escalators, roof and chillers;

30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   9
        (9)        Notwithstanding the foregoing, if at any time Landlord is required by any rule, regulation or law
                   ("Building Regulations") to make any changes, alterations or improvements to the Common Areas
                   or the Building (including, without limitation, electrical, mechanical or other systems or
                   components) ("Required Alterations") (but excluding Required Alterations attributable to Tenant's
                   specific use and occupancy of the Leased Premises, which alterations shall be Tenant's sole
                   responsibility), all costs relating to such Required Alterations (including all planning, legal,
                   architectural, engineering, construction, financing and other costs) (fairly characterized as
                   "expenses" under generally accepted accounting principles) shall be fully included in the Operating
                   Expenses in the year in which such charges accrue or in the year Landlord pays said charge, as
                   Landlord shall elect, and if under generally accepted accounting principles, any portion or all of
                   such costs must be allocated to capital improvements to be depreciated or amortized over two or
                   more years. Landlord shall be entitled each year to include that portion of such capital costs in
                   Landlord's Operating Expenses as Landlord's accountant reasonably determines to be a fair estimate
                   of the depreciation or amortization which would be chargeable for such capital improvements
                   during such year, given a reasonable estimate of useful life. Landlord's accountant, in making such
                   determination, may use the depreciation (or amortization) method by which Landlord accounts for
                   or reports said costs for tax or other purposes or on any other reasonable basis. Examples of
                   Building Regulations which may require such Required Alterations pursuant hereto include,
                   without limitation, energy conservation regulations (including insulation, lighting, electrical
                   conservation and other requirements) and safety regulations respecting stairways, hallways or other
                   portions of the Property. Landlord's costs associated with Required Alterations shall be fully
                   includable in the Operating Expenses even though they may not relate to the Common Areas; and
        (10)       other costs reasonably necessary to operate, manage, repair, replace, refurbish, inspect, service and
                   maintain the Common Areas in a first-class manner and condition.

        Notwithstanding the foregoing, Operating Expenses exclude:

        (1)        taxes as provided in Section 2.9;

        (2)        insurance as provided in Section 2.11;

        (3)        interest on debt or amortization payments on mortgages or deeds of trust or any other debt for
                   borrowed money;

        Tenant's share of Operating Expenses shall be payable by Tenant within ten (10) days after a reasonably
detailed statement of actual expenses is presented to Tenant by Landlord. At Landlord's option, however, an amount
may be estimated by Landlord from time to time of Tenant's share of annual Operating Expenses, and the same shall
be payable monthly or quarterly, as Landlord shall designate, during each twelve-month period of the Lease term, on
the same day as the minimum rent is due hereunder. In the event that Tenant pays Landlord's estimate of Tenant's
share of Operating Expenses as aforesaid, Landlord shall deliver to Tenant within sixty (60) days after the expiration
of each calendar year a reasonably detailed statement showing Tenant's share of the actual Operating Expenses
incurred during the preceding year. If Tenant's payments under this Section during said preceding year exceed
Tenant's share as indicated on said statement, Tenant shall be entitled to credit the amount of such overpayment
against Tenant's share of Operating Expenses next falling due. If Tenant's payments under this Section during said


30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   10
preceding year were less than Tenant's share as indicated on said statement, Tenant shall pay to Landlord the amount
of the deficiency within ten (10) days after delivery by Landlord to Tenant of said statement.

        Tenant's share of the Operating Expenses shall be determined by multiplying the Operating Expenses by a
fraction, the numerator of which shall be the square footage of Tenant's leased space, and the denominator of which
shall be the square footage of the total leased space in the Building.

        I.21       Additional Rent.

         Any and all sums of money or charges required to be paid by Tenant under this Lease, other than minimum
rent and percentage rent, shall be considered "additional rent," whether or not the same be so designated, and
Landlord shall have all rights to enforce due and timely payment by Tenant of additional rent as are available to
Landlord with regard to minimum rent and percentage rent. If such amounts or charges are not paid at the time
provided in this Lease, they shall nevertheless be collectible as additional rent with the next installment of minimum
rent thereafter falling due hereunder, but nothing herein contained shall be deemed to suspend or delay the payment
of any amount of money or charges as the same becomes due and payable hereunder, or limit any remedy of the
Landlord for enforcement of the immediate collection of same, nor any other remedy available to Landlord therefor.
 In the event of nonpayment of additional rent, Landlord shall have all the rights and remedies as herein provided for
failure to pay rent.


                                                ARTICLE II
                                      CONSTRUCTION OF LEASED PREMISES

        II.1       Landlord's Work.

        Landlord shall be responsible for providing demising walls to separate Tenant from other tenants and
common area, and bring >chilled water= lines from the rooftop air conditioning chillers to the space. Such work
shall be referred to herein as "Landlord's Work". Tenant=s contractor shall do the work.

        II.2       Tenant's Work.

        Tenant shall obtain all permits, licenses, permissions, changes, variations and/or other authorizations
(hereinafter collectively called "Permits") necessary for the construction upon the Leased Premises of its tenant
improvements. Tenant agrees to apply for Permits without unreasonable delay after the execution hereof, and shall
proceed with diligence in good faith to obtain all necessary permits and to complete Tenant's improvements. Tenant
shall pay all costs associated with Tenant's Work, including, without limitation, labor, materials, contractors' fees,
architect and engineering fees, financing costs, impact fees and permit fees. Landlord will, in lieu of reimbursing
Tenant for the construction of restrooms and for the provision of mezzanine wheelchair access (if required) by
making a payment to Tenant of Fifteen Thousand Dollars ($15,000.00) at the end of the construction of same. The
payment will be made by Landlord only on the completion of all work, the issuance of a Certificate of Occupancy
for the Premises by the City of Orlando, and the furnishing by Tenant to Landlord a copy of all lien waivers properly
executed by the contractors and sub-contractors and materialmen responsible for Tenant=s Work.

        The construction of Tenant's improvements shall be subject to the provisions of Article VI.


30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   11
       Tenant shall file a Notice of Commencement in the Public Records of Orange County before commencing
work, and comply with all mechanics lien laws.

        II.3       Acceptance by Tenant.

        Tenant certifies that it has inspected the Leased Premises and accepts same in its existing condition. No
repair work, alterations, or remodeling of the Leased Premises is required to be done by Landlord as a condition of
the Lease, except for the Landlord's Work described above.

        II.4       Changes to Building and Common Areas.

        Landlord hereby reserves the right, at any time, to perform maintenance operations and to make repairs,
alterations, or additions to, and to build additional stories on, the building or buildings in which the Leased Premises
are contained and to construct buildings adjoining same. Landlord also reserves the right to construct other
buildings or improvements, including, but not limited to, structures for motor vehicle parking. The Tenant agrees to
fully cooperate with the Landlord in order that Landlord accomplishes in a timely manner any such maintenance,
repairs, alterations, additions or construction. The purpose of the site plan attached hereto as Exhibit "A" is to show
the location of the Leased Premises. The Landlord reserves the right, at any time, to add to or reduce or to relocate
the various buildings (other than the Leased Premises), automobile parking areas, and other Common Areas as
shown on the site plan as Landlord, in its sole discretion, determines.


                                                          ARTICLE III
                                                             USE

        III.1      Use of Premises.

        Tenant shall use the Leased Premises solely and for the exclusive purpose of a Bar/Nightclub, with food
services . Tenant shall not use, permit or suffer the use of the Leased Premises for any other business or purpose.
Tenant shall not sell, display or advertise any merchandise not specifically permitted by this Section with the
exception of incidental sundries and gifts. Tenant shall not use the premises for "adult entertainment" or "men's
club" type businesses. Tenant shall not be permitted to change its then present use to a use which is similar to and
competes directly with another then existing tenant in the Building.

        III.2      Operation of Business.

        Tenant shall operate its business upon one hundred percent (100%) of the Leased Premises during the entire
term of this Lease with due diligence and efficiency, and in a manner prudent and in accord with generally accepted
business techniques within the locale for Tenant's business so as to produce all gross receipts which may be
produced by such manner of business.

        As one of the inducements for the making of this Lease, Tenant agrees, during the full term of this Lease
(except as may be otherwise expressly provided for in this Lease), to operate its business in the Leased Premises; to
keep its business open daily for the regular conduct of its business therein during the same hours at least as are
customarily employed by other entertainment and/or restaurant businesses in the immediate Church Street
neighborhood of the Leased Premises; provided, however, that Tenant shall be under no obligation to keep its

30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   12
business open on days when it is customary for other entertainment and/or restaurant businesses in the immediate
Church Street neighborhood to be closed, or when it is recognized business practice to be closed. It is further agreed
that failure by Tenant to keep its business open for business for reason of the elements, fire, labor disturbances, or
other causes beyond Tenant's control shall not be deemed a breach by Tenant of the terms of this Section. Tenant
shall be permitted to be closed from time to time for reasonable periods to perform alterations and renovations
provided that such closure shall not in the aggregate exceed 60 days in any 2 year period without Landlord's consent,
which consent will not be unreasonably withheld.

        III.3      Storage, Office Space.

       Tenant shall warehouse, store and/or stock in the Leased Premises only such goods, wares and merchandise
as Tenant intends to offer for sale at retail from the Leased Premises. Tenant shall use for office, clerical or other
non-selling purposes only such space in the Leased Premises as is reasonably required for the operation of Tenant's
business at the leased premises.

        III.4      Use Not in Violation of Certificate of Occupancy.

       Tenant will not at any time use or occupy the demised premises in violation of the certificate of occupancy of
the Building. The statement in this lease of the nature of the business to be conducted by Tenant in the Leased
Premises shall not be construed or deemed to constitute a representation or guaranty by Landlord that such business
may be conducted in the Building, or is lawful or permissible under the certificate of occupancy or otherwise
permitted by law.

        III.5      Use Not to Interfere With Landlord, Other Tenants.

       Tenant agrees to conduct its business in such manner as not to unreasonably interfere with the conduct of the
Landlord's business or that of any of Landlord's other tenants, shall not allow any noxious odors or vapors to be
emitted from the demised premises, and shall play no amplified sound or music before the hour of 6 p.m. Monday
through Friday.


                                                       ARTICLE IV
                                                    SECURITY DEPOSIT

        IV.1       Amount of Security Deposit.

        At the time of the execution of this Lease, Tenant shall deposit with Landlord a sum equal to one-fourth
the First Lease Year's minimum rent, together with real estate tax, insurance, and operating expense estimates, as
security for faithful performance and observance by Tenant of the terms, covenants, and conditions of this Lease on
Tenant's part to be observed and performed.

        IV.2       Use and Return of Security Deposit.

         If Tenant fails to pay rent or other charges due hereunder, or otherwise defaults with respect to any provision
of this Lease, Landlord may use, apply or retain all or any portion of said deposit for the payment of any rent or other
charge in default or for the payment of any other sum to which Landlord may become obligated by reason of

30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   13
Tenant's default, or to compensate Landlord for any loss or damage that Landlord may suffer thereby. If Landlord so
uses or applies all or any portion of said deposit, Tenant shall within 10 days after written demand therefor deposit
cash with the Landlord in an amount sufficient to restore said deposit to the full amount hereinabove stated and
Tenant's failure to do so shall be a material breach of this Lease. Landlord shall not be required to keep said deposit
separate from its general accounts. If Tenant performs all of Tenant's obligations hereunder, said deposit, or so
much of thereof as has not been applied by Landlord, shall be returned, without payment of interest for its use at the
expiration of the term hereof, and after Tenant has vacated the Premises.

        IV.3       Transfer of Security Deposit.

        Tenant agrees that Tenant shall not assign, pledge or encumber any part of the security deposit, and no
assignment or encumbrance by Tenant of all or part of the security deposit shall be binding on Landlord. Landlord
shall not be required to exhaust its remedies against the Tenant or against the security deposit before having recourse
to any other form of security held by Landlord. In the event of any sale, assignment, or transfer by Landlord named
herein shall have no liability to Tenant for the return of the security deposit, and Tenant shall look solely to the
grantee, assignee, or transferee for such return. A lease of the entire Building shall be deemed a transfer within the
meaning of the forgoing sentence.

                                                ARTICLE V
                                  ALTERATIONS, SIGNS, AWNINGS, CANOPIES

        V.1        Alterations.

                 V.1.1 "Alterations" means alterations, additions, substitutions, installations, changes and
improvements, but excludes minor decorations. Tenant shall not make Alterations without the Landlord's advance
written consent. Landlord's consent shall not be reasonably withheld or unduly delayed for nonstructural interior
Alterations to the Premises that do not adversely affect the Building's appearance, value and structural strength.
                 Without limiting the generality of the foregoing, Tenant shall not install or cause to be installed any
exterior signs, exterior lighting, shades or awnings or make any changes to the building exterior without first
obtaining Landlord's written approval and consent. Tenant shall present to the Landlord plans and specifications for
work at the time approval is sought.

                   V.1.2 Conditions with respect to the Alterations are as follows:

                     (i) Tenant shall furnish Landlord with reasonably detailed plans and specifications of the
                         Alterations;

                     (ii) The Alterations shall be performed and completed --

                                   (A)      in accord with the submitted plans and specifications,

                                   (B)      in a workmanlike manner,

                                   (C)      in compliance with all applicable laws, regulations, rules, ordinances and
                                            other requirements of governmental authorities,


30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   14
                                   (D)      using new or completely reconditioned materials,

                                   (E)      by not disturbing the quiet possession of the other tenants,

                                   (F)      by not interfering with the construction, operation or maintenance of the
                                            Building, and

                                   (G)      with due diligence;

                    (iii) Tenant shall use contractors who Landlord approves in writing, which approval shall not be
                          unreasonably withheld or unduly delayed;

                     (iv) Tenant shall modify plans and specifications because of reasonable conditions set by
                          Landlord after reviewing the plans and specifications;

                     (v) Tenant's contractors shall carry builder's risk insurance in an amount then customarily carried
                         by prudent contractors and workers' compensation insurance for its employees in statutory
                         limits;

                     (vi) Tenant's workers or contractors shall work in harmony and not unreasonably interfere with
                          Landlord's workers or contractors or other tenants and their workers or contractors;

                    (vii) If the Alteration's estimated cost exceeds $10,000.00, Tenant shall supply to Landlord a
                          completion bond written by a surety acceptable to Landlord, in an amount equal to the
                          estimated cost of the work, guaranteeing the completion of work free and clear of liens,
                          encumbrances and security interests according to the approved plans and specification;

                   (viii) Tenant shall give Landlord at least fifteen (15) days' advance notice before beginning any
                          Alterations so that Landlord may post or record notices of nonresponsibility;

                     (ix) Upon demand Tenant shall give Landlord evidence that it complied with any condition set by
                          Landlord;

                     (x) Tenant shall give Landlord complete as-built mylar drawings of the Alterations after they are
                         finished; and

                  V.1.3 Payment and Ownership of the Alterations. Alterations made under this Section shall be
at Tenant's expense. The Alterations shall belong to Landlord when this Lease terminates, except for those
Alterations required to be removed by Tenant, if any, under Section 6.2. Nevertheless, Tenant may remove its trade
fixtures, furniture, equipment and other personal property at the expiration of the Lease if Tenant promptly repairs
any damage caused by their removal, and if Tenant is not then in default.

        V.2        Removal of Alterations.

       Alterations shall not be removed from the Leased Premises without prior consent in writing from the
Landlord. Upon expiration of this Lease, at the Landlord's option, the Tenant shall remove all such Alterations, and

30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   15
restore the Leased Premises, as provided hereinafter, or Landlord may elect to retain all or a portion of the
Alterations which shall become the property of Landlord without any compensation therefor to Tenant. If, at the
expiration of the Lease, the Tenant fails to remove such Alterations and restore the Leased Premises upon demand,
then, at Landlord's option, all such Alterations shall become the property of the Landlord, or Landlord may remove
such Alterations and restore the Leased Premises to its original condition at Tenant's cost, with allowance for
ordinary wear. Tenant shall pay Landlord for the removal and restoration within ten (10) days of Landlord's written
demand therefor. Said cost shall be deemed additional rent for all purposes hereunder. Notwithstanding the
foregoing, Tenant shall remove at the termination of Lease the Tenant's trade dress and logos that are distinctive to
Tenant's business and shall restore the Leased Premises as provided hereafter.

        V.3        Signs, Awnings, and Canopies.

                 V.3.1 Subject to Landlord's prior written consent as to content, style, material, construction,
placement, which consent may be arbitrarily withheld, Tenant shall have the right to signage equal to thirty percent
 (30%) of the total signage permitted by applicable governmental authority on the Building for Orange Avenue. In
the event the present signage permitted for the Building is increased (whether due to Tenant's efforts or otherwise),
the thirty percent (30%) grant/limitation shall apply to the additionally permitted signage, as well. The Tenant's
right to signs shall be subject to the prior right of Landlord to place a sign above the canopy along the northwest
corner of the Building (similar to the old "Ivey's" sign) containing the name of the Building. The Tenant shall not
place any signs at the Central Avenue entrance to the Common Areas.

                 V.3.2 Tenant agrees that any signs, awning, canopy, decoration, lettering, advertising matter or
other signage as may be approved by Landlord shall be maintained by Tenant in good condition and repair at all
times, and shall conform to the criteria established from time to time by Landlord for the section of the Building
within which the Leased Premises are located. Upon installation of Tenant's sign it shall be deemed a fixture, and,
as such, shall be removed by Tenant only at such time and in such manner as Landlord shall direct.

        V.4        Historic District.

      In any work Tenant shall perform under this Lease, it will comply with any rules, regulations or guidelines
promulgated by the city, county or state or other governmental authority by reason of the Building's inclusion in the
Downtown Orlando Historic District and any other historical designation.

                                            ARTICLE VI
                            REPAIRS AND MAINTENANCE OF LEASED PREMISES

        VI.1       Responsibility of Landlord.

                 VI.1.1 Landlord agrees to repair and maintain in good order and condition, ordinary wear and tear
excepted, the Common Areas (including, without limitation, the roof, roof drains, outside walls, foundations and
structural portions, both interior and exterior) of the Building, and the outside walls and exterior structural portions
of the Leased Premises. There is excepted from the preceding covenant, however: (i) repair or replacement of
broken plate or window glass (except in case of damage by fire or other casualty covered by Landlord's fire and
extended coverage insurance policy); (ii) repair of damage caused by Tenant, its employees, agents, contractors,
customers, licensees or invitees; and (iii) interior repainting and redecoration other than of the Common Areas. In
no event, however, shall Landlord be liable for damages or injuries arising from the failure to make said repairs, nor

30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   16
shall Landlord be liable for damages or injuries arising from defective workmanship or materials in making any such
repairs. Landlord shall have no obligation to repair until a reasonable time after the receipt by Landlord of written
notice of the need for repairs. Tenant waives the provision of any law, or any right Tenant may have under common
law, permitting Tenant to make repair at Landlord's expense.

                 VI.1.2 Except as provided in this Section, Landlord shall not be obligated or required to make any
other repairs, and all other portions of the Leased Premises shall be kept in good repair and condition by Tenant.

        VI.2       Responsibilities of Tenant.

                VI.2.1 Except for repairs and replacements Landlord is to make as required by the preceding
Section, Tenant shall make and pay for all repairs and replacements to the Leased Premises, and to the store front,
show windows and plate glass windows that are part of the Building on the exterior of the Leased Premises.

                   Without limiting the generality of the foregoing, Tenant agrees to repair and maintain in good and
operational order and condition the structural and non-structural interior portions of the Leased Premises, including
the store front, show windows, doors, windows, plate and window glass, painted surfaces, floor covering, plumbing,
heating and air conditioning systems, fire sprinkler systems, electrical and sewerage system, facilities and
appliances.

                 VI.2.2 Tenant, at its sole cost, shall install and maintain the heating and air conditioning units and
ducts for the Leased Premises in good and operational condition and repair throughout the term of this Lease. As a
part of its air conditioning maintenance obligation, Tenant shall enter into an annual contract with an air
conditioning repair firm, which shall be fully licensed to repair air conditioning units in the State of Florida. Said air
conditioning firm shall:

                   (1) Regularly service and inspect the air conditioning unit(s) on the Leased Premises on a quarterly
                   basis, changing belts, filters and other parts as required;

                   (2) Perform emergency and extraordinary repairs on the air conditioning unit(s);

                   (3) Keep a detailed record of all air conditioning unit services performed on the Leased Premises
                   and prepare a yearly service report to be furnished to the Tenant at the end of each calendar year.

                 Tenant shall furnish to Landlord, at the end of each calendar year, a copy of said yearly service
report. Not later than thirty (30) days prior to the date of commencement of the term of this lease and annually
thereafter, Tenant shall furnish to Landlord a copy of the air conditioning maintenance contract described above, and
proof that the annual premium for the maintenance contract has been paid. Nothing stated hereinabove shall limit
Tenant's obligation to maintain the air conditioning unit(s) in good condition and repair throughout the term of this
Lease.

                VI.2.3 Tenant will not install any equipment which exceeds the capacity of the utility lines leading
into the Leased Premises or the Building.

                VI.2.4 Tenant shall install all necessary grease trps, and clean all grease traps as often as needed at
its own expense.

30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   17
               VI.2.5 Tenant shall comply with the requirement of all laws, orders, ordinances and regulations of
all governmental authorities and will not permit any waste of the Leased Premises or the Common Areas to be
committed and will take good care of the Leased Premises and keep them in a neat, clean, sanitary and
environmentally safe condition at all times.

                  VI.2.6 If Tenant refuses or neglects to repair properly as required hereunder and to the reasonable
satisfaction of Landlord as soon as reasonably possible after written demand, Landlord may make such repairs
without liability to Tenant for any losses or damage that may occur to Tenant's merchandise, fixtures, or other
property, or to Tenant's business by reason thereof, and upon completion thereof, Tenant shall pay as additional rent
Landlord's cost for making such repairs, plus twenty percent (20%) for overhead, upon presentation of a bill therefor.
 Said bill shall include interest at fifteen percent (15%) on said cost from the date of completion of repairs by
Landlord. In the event that Landlord shall undertake any maintenance or repair in the course of which it shall be
determined that such maintenance or repair work was made necessary by the negligence or willful act or omission of
Tenant or any of its employees or agents or that the maintenance or repair is, under the terms of this Lease, the
responsibility of Tenant, Tenant shall pay Landlord's costs therefor plus overhead and interest as provided in this
Section upon demand.

                 VI.2.7 Tenant shall give Landlord prompt written notice of any accident, fire or damage occurring
on or to the Leased Premises, and of any lawsuits filed against Tenant with regard to same.

                VI.2.8 Neither Landlord nor Landlord's agents or servants shall be liable for any damages caused by
or growing out of any breakage, leakage, or defective condition of the electric wiring, air conditioning or heating
pipes and equipment, closets, plumbing, appliances, sprinklers, other equipment, or other facilities, serving the
Leased Premises. Neither Landlord nor Landlord's agents or servants shall be liable for any damages caused by, or
growing out of, any defect in the Building or any part thereof, or in said building or any part thereof, or in said
Leased Premises or any part thereof attributable to fire, rain, wind or other cause.

                   VI.2.9 All property belonging to Tenant or any occupant of the Leased Premises or the Building
shall be there at the risk of Tenant or such other person only, and Landlord shall not be liable for damage thereto or
theft or misappropriation thereof.

                VI.2.10 Tenant shall not furnish a key to the Building and/or Leased Premises to anyone other than
Tenant's employees and other than Tenant's vendors who have been approved in writing by Landlord. Tenant's
vendors include, without limitation, Tenant's janitorial service and security service.



                                                   ARTICLE VII
                                             INSURANCE AND INDEMNITY

        VII.1      Liability Insurance.

       Tenant shall, during the entire initial term hereof, keep in full force and effect contractual and comprehensive
general liability insurance, including bodily injury, public liability and property damage insurance with a minimum
combined single limit of THREE MILLION DOLLARS ($3,000,000.00) for personal injuries or deaths or

30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   18
property damage occurring in or about the Leased Premises, the Building and the Property, and to a limit of FIVE
MILLION DOLLARS ($5,000,000.00) during any extension or renewal. The policy shall name the Tenant as
insured and Landlord, any person, firms or corporations designated by Landlord, and Tenant as additional insured,
and shall contain a clause that the insurer will not cancel or change the insurance without first giving the Landlord
thirty (30) days prior written notice. The insurance shall be in an insurance company approved by Landlord and a
complete and accurate copy of the policy of insurance shall be delivered to Landlord prior to the commencement of
the term of this Lease. In no event shall the limits of said insurance policies be considered as limiting the liability of
Tenant under this Lease. In the event that Tenant shall fail to obtain or maintain in full force and effect any
insurance coverage required to be obtained by Tenant under this Lease, Landlord may procure same from such
insurance carriers as Landlord may deem proper, irrespective that a lesser premium for such insurance coverage may
have been obtained from another insurance carrier, and Tenant shall pay as additional rent, within five (5) days
subsequent to written demand of Landlord, any and all premiums, costs, charges and expenses incurred or expended
by Landlord in obtaining such insurance. Notwithstanding the foregoing sentence, in the event Landlord shall
procure insurance coverage required of Tenant hereunder, Landlord shall in no manner be liable to Tenant for any
insufficiency or failure of coverage with regard to such insurance or any loss to Tenant occasioned thereby and,
additionally, the procurement of such insurance by Landlord shall not relieve Tenant of its obligations under this
lease to maintain insurance coverage in the types and amounts herein specified. Tenant shall nevertheless
indemnify, defend and hold Landlord harmless from any loss or damage incurred or suffered by Landlord from
Tenant's failure to maintain such insurance.

        VII.2      Plate Glass Insurance.

        The replacement of any plate glass damaged or broken from any cause whatsoever in and about the Leased
Premises shall be Tenant's responsibility. Tenant shall, during the entire term hereof, keep in full force and effect a
policy of plate glass insurance covering all the plate glass of the Leased Premises in amounts satisfactory to
Landlord. The policy shall name Landlord and any person, firm or corporation designated by Landlord, as additional
insured and shall contain a clause that the insurer will not cancel or change the insurance without first giving the
Landlord thirty (30) days prior written notice. The insurance shall be written by an insurance company approved by
the Landlord and a copy of the policy together with the declarations page therefore shall be delivered to Landlord
prior to the commencement of the term of this Lease.

        VII.3      Landlord's Building Insurance.

        Landlord shall keep the Building insured against damage and destruction by fire, earthquake, vandalism and
other perils in the amount of the full replacement value of the Building as the value may exist from time to time. For
the purpose of this Section, the term Building shall exclude the Alterations made by Tenant and other tenants'
improvements.

        VII.4      Property Insurance.

        Tenant shall at all times during the term hereof, and at its sole cost and expense, maintain in effect "all risks"
insurance covering all Alterations made by or on behalf of Tenant (including, without limitation, all Tenant's Work
and Landlord's Work), and Tenant's fixtures and equipment located on the Leased Premises, in an amount not less
than 100% of the replacement cost, providing protection against any peril included within the standard classification
of "Fire and Extended Coverage," together with insurance against sprinkler damage, vandalism, theft and malicious
mischief. The proceeds of such insurance shall be used to repair or replace the Alterations, fixtures and equipment

30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   19
so insured. The policy shall name Landlord and any person, firm or corporation designated by Landlord, as
additional insured and shall contain a clause that the insurer will not cancel or change the insurance without first
giving the Landlord thirty (30) days prior written notice. The insurance shall be written by an insurance company
approved by the Landlord and a copy of the policy together with the declarations page therefore shall be delivered to
Landlord prior to the commencement of the term of this Lease.

        VII.5      Increase in Fire Insurance Premium.

        Tenant agrees that it will not keep, use, sell or offer for sale in or upon the Leased Premises any article which
may be prohibited by the standard form of fire and extended risk insurance policy. Tenant agrees to pay any increase
in premiums for fire and extended coverage insurance that may be charged during the term of this Lease on the
amount of such insurance which may be carried by Landlord on the Leased Premises or the Building resulting from
the type of merchandise sold by Tenant in the Leased Premises or resulting from Tenant's use of the Leased
Premises, whether or not Landlord has consented to same. In determining whether increased premiums are the result
of Tenant's use of the Leased Premises, a schedule issued by the organization making the insurance rate on the
Leased Premises or Building showing the various components of such rate shall be conclusive evidence of the
several items and charges which make up the fire insurance rate on the Leased Premises or Building. Tenant agrees
to promptly make, at Tenant's sole cost, any repairs, alterations, changes and/or improvements to fixtures and
equipment in the Leased Premises required by the company issuing Landlord's fire insurance so as to avoid the
cancellation of, or the increase in, premiums relating to said insurance.

        In the event Tenant's occupation and use of the Leased Premises causes any increase of premium for the fire,
boiler and/or casualty insurance rates on the Leased Premises or Building, or any part thereof, above the rate for the
least hazardous type of occupancy legally permitted in the Leased Premises, the Tenant shall pay the increased
premiums resulting therefrom. In such event, the Tenant also shall pay, any additional premium on the rent
insurance policy that may be carried by the Landlord for its protection against rent loss through fire. Bills for such
additional premiums shall be rendered by Landlord to Tenant at such times as Landlord may elect and shall be due
from, and payable by, Tenant within five (5) days subsequent to Landlord's notification to Tenant of such charge,
and the amount thereof shall be deemed to be additional rent.

        VII.6      Indemnification of Landlord.

        Tenant shall indemnify, defend and save Landlord harmless from and against any and all claims, actions,
damages, liability and expense in connection with loss of life, personal injury and/or damage to or destruction of
property arising from or out of any occurrence in, upon or at the Leased Premises, or the occupancy or use by Tenant
of the Leased Premises or the Building or Property or any part thereof, or occasioned wholly or in part by any act or
omission of Tenant, its agents, contractors, employees, servants, invitees, lessees or concessionaires. In case
Landlord shall be made a party to any litigation commenced by or against Tenant, then Tenant shall protect and hold
Landlord harmless and pay all costs and attorney's fees incurred by Landlord in connection with such litigation, and
any appeals thereof. Tenant shall also pay all costs, expenses and reasonable attorney's fees that may be incurred or
paid by Landlord in enforcing the covenants and agreements in this Lease.

        VII.7      Waiver of Subrogation.

        Landlord and Tenant waive their right to recover damages against each other for any reason whatsoever to
the extent the damaged party recovers indemnity from its insurance carrier. Any insurance policy procured by either

30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   20
Tenant or Landlord which does not name the other as an additional insured shall contain an express waiver of any
right of subrogation by the insurance company against Landlord or Tenant, whichever the case may be.


                                                         ARTICLE VIII
                                                          UTILITIES

        VIII.1 Utilities.

        Tenant shall be solely responsible for and promptly pay all charges for water, sewer, gas, electricity,
trash/garbage removal, or any other utility used or consumed in the Leased Premises. If any such charges are not
paid when due, Landlord may, at its option, pay the same, and any amount so paid by Landlord shall thereupon
become due to Landlord from Tenant as additional rent. Should Landlord elect to supply the water, sewer, gas,
electricity, trash removal or any other utility used or consumed in the Leased Premises, Tenant agrees to purchase
and pay for the same as additional rent at the applicable rates filed by the Landlord with the proper regulatory
authority. In no event, however, shall Landlord be liable for an interruption or failure in the supply of any utilities to
the Leased Premises.


                                                ARTICLE IX
                                       SUBORDINATION AND ATTORNMENT

        IX.1       Subordination and Nondisturbance.

               IX.1.1 Mortgages. Subject to subsection 10.1.2, this Lease is subordinate to prior or subsequent
mortgages covering the Building.

                   IX.1.2 Foreclosures. If any mortgage is foreclosed, then:

                          (i)      This Lease shall continue;

                          (ii)     Tenant's quiet possession shall not be disturbed if Tenant is not in Default;

                     (iii) Tenant will attorn to and recognize the mortgagee or purchaser at foreclosure sale
(Successor Landlord) as Tenant's landlord for the remaining Term; and

                          (iv)     The Successor Landlord shall not be bound by:

                                      (A)    any payment of Rent or Additional Rent for more than one month in
        advance, except the Security Deposit and free rent, if any, specified in the Lease,

                                       (B)     any amendment, modification, or ending of this Lease without
        Successor Landlord's consent after the Successor Landlord's name is given to Tenant unless the amendment,
        modification, or ending is specifically authorized by the original Lease and does not require Landlord's prior
        agreement or consent, and


30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   21
                                    (C)    any liability for any act or omission of a prior Landlord.
                IX.1.3 Self-Operating. Subsection 10.1.1 is self-operating. However, Tenant shall promptly
execute and deliver any documents needed to confirm this arrangement.

        IX.2       Attornment.

        In the event any proceedings are brought for the foreclosure of any mortgage made by the Landlord covering
the Leased Premises or in the event a deed is given in lieu of foreclosure of any such mortgage, Tenant shall attorn to
the purchaser, or grantee in lieu of foreclosure, upon any such foreclosure or sale and recognize such purchaser, or
grantee in lieu of foreclosure, as the Landlord under this Lease.

        IX.3       Financing Agreements.

        Tenant shall not enter into, execute or deliver any financing agreement that can be considered as having
priority to any mortgage or deed of trust that Landlord may have placed upon the Leased Premises, nor may Tenant
mortgage, pledge, or otherwise encumber all or any part of its leasehold interest herein.


                                                   ARTICLE X
                                           ASSIGNMENT AND SUBLETTING

        X.1        Consent Required.

        Tenant may not assign this Lease in whole or in part, nor sublet all or any portion of the Leased Premises,
without the prior written consent of Landlord in each instance, which may be withheld at Landlord's sole discretion.
This prohibition against assignment or subletting shall be construed to include prohibition against any assignment or
subleasing by operation of law, legal process, involuntary and a prohibition against any encumbrance of all and any
part of Tenant's leasehold interest.

        Consent by Landlord to any assignment, subletting, licensing or mortgaging shall not constitute a waiver of
the requirement for such consent to any subsequent assignment or subletting. Further, consent by Landlord to any
assignment or subletting shall not relieve Tenant and all guarantors of this Lease of their liabilities under this Lease.

        The acceptance by Landlord of the payment of rent following any assignment or other transfer prohibited by
this paragraph shall not be deemed to be a consent by Landlord to any such assignment or other transfer nor shall the
same be deemed to be a waiver of any right or remedy of Landlord hereunder.

       In the event of assignment, sublease or license, the gross receipts of the assignee, sublessee or licensee shall
be regarded as Gross Receipts of the Tenant for purpose of the percentage rent due Landlord.

        The consent by the Landlord to an assignment, sublease or license to occupy the Leased Premises shall not
relieve the Tenant and any guarantors of this Lease of their liability under this Lease.

       Notwithstanding any assignment or sublease, Tenant shall remain fully liable on this Lease and shall not be
released from performing any of the terms, covenants and conditions hereof or any rents or other sums to be paid
hereunder. Tenant acknowledges and agrees that any and all right and interest of the Landlord in and to the Leased

30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   22
Premises, the Building and the Property, and all right and interest of the Landlord in this Lease, may be conveyed,
assigned or encumbered at the discretion of the Landlord.

        X.2        Significant Change of Ownership.

        If Tenant is a corporation (other than a corporation the outstanding voting stock of which is listed on a
"national securities exchange," as defined in the Securities Exchange Act of 1934) and if at any time after execution
of this Lease any part or all of the corporate shares shall be transferred by sale, assignment, bequest, inheritance,
operation of law or other disposition (including, but not limited to, such a transfer to or by a receiver or trustee in
Federal or state bankruptcy, insolvency, or other proceedings) so as to result in a change in the present control of
said corporation by the person or persons now owning a majority of said corporate shares, such event shall be
regarded as an assignment under this Lease

        If Tenant is a partnership, the transfer by sale, assignment, bequest, operation of law or other disposition
(including, but not limited to, such a transfer to or by a receiver or trustee in Federal or state bankruptcy, insolvency,
or other proceedings) so as to result in a change in the present control of said partnership by the person or persons
now owning a majority of said partnership interest shall be regarded as an assignment of this Lease. If any
shareholder or partner of Tenant is a corporation or partnership, rules applicable to the change in ownership of a
corporation or partnership as Tenant likewise apply to any change in the ownership of any shareholder or partner. A
joint venture shall be regarded as a partnership for the purpose of this Article.

                                               ARTICLE XI
                                    WASTE, GOVERNMENTAL REGULATIONS

        XI.1       Waste or Nuisance.

        Tenant shall not commit or suffer to be committed any waste upon the Leased Premises or any nuisance or
other act or thing which may disturb the quiet enjoyment of any other tenant in the Building, or which may adversely
affect Landlord's fee interest in the Leased Premises or in the Building.

        XI.2       Government Regulations.

         Tenant shall, at Tenant's sole cost and expense, comply with all regulations of all county, municipal, state,
federal and other applicable governmental authorities, now in force, or which may hereafter be in force, pertaining to
Tenant or its use of the Leased Premises, and shall faithfully observe in the use of the Leased Premises all municipal
and county ordinances and state and federal statutes now in force or which may hereafter be in force. Tenant shall
indemnify, defend and save Landlord harmless from penalties, fines, costs, expenses, suits, claims, or damages
resulting from Tenant's failure to perform its obligations in this Section. Tenant warrants and guarantees that it shall
not store, discharge, use, transport or manufacture any hazardous or toxic waste or materials or any environmentally
hazardous materials in, on or from the Leased Premises or Building or Property either before, during or subsequent
to Tenant's tenancy of the Leased Premises. Tenant agrees to indemnify, defend and hold Landlord harmless from
any and all claims, liabilities, fines and penalties against Landlord or any officers, directors, shareholders, agents or
affiliates of Landlord, as a result of Tenant's use, discharge, storage, manufacturing or transportation of any
hazardous or toxic waste or materials in, on or from the Leased Premises, Building or Property.



30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   23
                                                     ARTICLE XII
                                               RULES AND REGULATIONS

        XII.1      Rules and Regulations.

                 XII.1.1 Tenant agrees to comply with the following:
                       (i0 All loading of goods shall be done only at such times, in the areas, and through the
entrances, designated for such purposes by Landlord. The delivery or shipping of merchandise, supplies and fixtures
to and from the Leased Premises shall be subject to such rules and regulations as in the judgment of the Landlord are
necessary for the proper operation of the Leased Premises or the Building, and the safety of other tenants and
customers thereof.

                   (ii) Trailers or trucks of Tenant or suppliers of Tenant shall not be permitted to remain parked
overnight in any area of the Building, whether loaded, unloaded or partially loaded or unloaded.

                   (iii) All garbage, refuse and rubbish shall be deposited in the kind of container specified by
Landlord, and shall be placed outside of the Leased Premises and prepared for collection in the manner and at the
times and places specified by Landlord and in accordance with municipal regulations. Burning of garbage, refuse or
rubbish any place on or in the Building or Leased Premises is not permitted.

                    (iv) No radio or television or other similar device shall be installed without first obtaining in
each instance the Landlord's consent in writing. No aerial or receiving dish shall be erected on the roof or exterior
walls of the Leased Premises, or on the grounds, without in each instance, the prior written consent of the Landlord.
Any aerial or receiving dish so installed without such written consent may be removed by Landlord at any time and
Landlord shall not be liable for such removal.

                       (v0 No loud speakers, phonographs, machinery, mechanical apparatus, or other device shall
be used or allowed to operate in a manner so as to be heard or seen outside of the Leased Premises without the prior
written consent of the Landlord.

                   (vi) The outside areas immediately adjoining the Leased Premises shall be kept clean and free
from dirt and rubbish by the Tenant to the satisfaction of the Landlord, and Tenant shall not place or permit any
obstruction or merchandise in such areas, nor conduct any business therefrom.

                  (vii) The plumbing facilities of the Building and the Leased Premises shall not be used for any
other purpose than that for which they are constructed, and no foreign substance of any kind shall be thrown therein,
and the expenses of any breakage, stoppage, or damage resulting from a violation of this provision shall be borne by
Tenant, who shall, or whose employees, agents or invitees shall, have caused same. Tenant shall at all times
maintain the grease trap(s) which serve(s) the Lease Premises or cause same to be maintained through a service
contract with a company providing such service.

                  (viii) Tenant shall use, at Tenant's cost, such pest extermination contractor as Landlord may direct
and at such intervals as Landlord may require, which requirement shall depend upon the extent of any pest problem
existing.




30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   24
                    (ix) Tenant shall keep the Leased Premises free from nuisances, noises or odors objectionable to
the public, to other tenants in the Building or to the Landlord.

                       (x0 Tenant shall not conduct any auction, fire, bankruptcy, liquidation, selling-out, or
closing-out sale on or about the Leased Premises or the Building.

                 XII.1.2 Landlord reserves the right from time to time to suspend, amend or supplement the
foregoing rules and regulations relating to the Building, and to adopt and promulgate additional reasonable rules and
regulations applicable to the Leased Premises. Notice of such rules and regulations and amendments and
supplements thereto, if any, shall be given to the Tenant.

                XII.1.3 Tenant agrees to comply with all additional and supplemental reasonable rules and
regulations upon notice of same from Landlord provided that same shall not materially hinder the Leased Premises
from being used for the permitted uses hereunder.


                                                   ARTICLE XIII
                                              ADVERTISING, PROMOTION

        XIII.1 Change of Name.

        Landlord may change the name of the Building from time to time in its sole discretion.

        XIII.2 Solicitation of Business.

        Tenant and Tenant's employees and agents shall not solicit business in the Common Areas except in such a
manner as has been approved in writing by Landlord in advance, nor shall Tenant distribute any handbills or other
advertising matter to other tenants in the Building without Landlord's advance written consent.

        XIII.3 Advertised Name and Address.

        Tenant shall use as its advertised business address the name of the Building or its address. Tenant shall not
use the name of the Building for any purpose other than as the address of the business to be conducted by Tenant in
the Leased Premises, and Tenant shall not acquire any property right in or to any name which contains the name of
the Building as a part thereof. Any permitted use by Tenant of the name of the Building during the term of this
Lease shall not permit Tenant to use, and Tenant shall not use, such name of the Building either after the termination
of this Lease or at any other location. Tenant shall not use the name of the Landlord in any advertisement, or
otherwise.

        XIII.4 Letters and Marks.

        Tenant agrees to use in its advertising and promotional activities for its business in the Leased Premises such
references to the name of the Building and such identifying lettering, logos, marks, or symbols referring to the
Building as Landlord shall specify from time to time. Tenant shall include the name of the Building in its address
for the Leased Premises and shall subscribe to at least one listing in the yellow pages of the local telephone directory
in which the name of the Building shall be printed in bold type.

30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   25
                                                ARTICLE XIV
                                       DESTRUCTION OF LEASED PREMISES

        XIV.1      Total or Partial Destruction.

        The "Relevant Space" is hereby defined to mean the shell of the Leased Premises as of the execution of this
Lease, the Landlord's Work as provided herein and any part of the Building that provides essential services to the
Premises. If the Relevant Space is damaged in part or whole from any cause and the Relevant Space can be
substantially repaired and restored within one hundred eighty (180) days from the date of the damage using standard
working methods and procedures, Landlord shall, at its expense, promptly and diligently repair and restore the
Relevant Space to substantially the same condition as existed upon execution of this Lease, plus Landlord's Work.
This repair and restoration shall be made within one hundred eighty days (180) from the date of the damage unless
the delay is due to causes beyond Landlord's reasonable control.

        If the Relevant Space cannot be repaired and restored within the one hundred eighty (180) day period, then
either party may, within ten (10) days after determining that the repairs and restoration cannot be made within one
hundred eighty (180) days, cancel the Lease by giving written notice to the other party. Nevertheless, if work
commences on the Relevant Space and the Relevant Space is not repaired and restored within one hundred eighty
(180) days from the date of the damage, and if such delay is not due to interference by Tenant, then Tenant may
cancel the Lease at any time after the one hundred eightieth (180th) day and before the two hundred tenth (210th)
day following the date of damage. Tenant shall not be able to cancel this Lease pursuant to this Section if the
damage was caused by the Tenant's negligence or willful misconduct.

        If the parties cannot agree in writing whether the repairs and restoration required to be made by Landlord
here will take more than one hundred eighty (180) days to make, then the determination will be submitted to
arbitration.

        Unless the damage is caused by Tenant's negligence or willful misconduct, the minimum rent shall abate in
proportion to that part of the premises that is unfit for use in Tenant's business. The abatement shall consider the
nature and extent of interference to Tenant's ability to conduct business in the Premises and the need for access and
essential services. The abatement in minimum rent shall continue from the date the damage occurred until ten (10)
business days after Landlord completes the repairs and restoration to the Relevant Space or the part rendered
unusable, or until Tenant again uses the premises or the part rendered unusable, whichever is first.

        Notwithstanding anything else in this Article, Landlord is not obligated to repair or restore damage to the
Alterations, Tenant's trade fixtures, furniture, equipment or other personal property, Tenant's Work or any other
Tenant improvements.

        XIV.2      Destruction of Building.

        In the event that fifty (50%) percent or more of the rentable area of the Building shall be damaged or
destroyed by fire or other cause, notwithstanding any other provisions contained herein and that the Leased Premises
may be unaffected by such fire or other cause, Landlord shall have the right, at its sole option, to be exercised by
notice in writing delivered to Tenant within sixty (60) days after said occurrence, to elect to cancel and terminate this

30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   26
Lease. Upon the giving of such notice to Tenant, the term of this Lease shall expire by lapse of time upon the third
day after such notice is given, and Tenant shall vacate the Leased Premises and surrender the same to Landlord.

        XIV.3      Damage Near End of Term.

        If the Leased Premises are destroyed or damaged during the last eighteen (18) months of the term of this
Lease and the estimated cost of repair exceeds ten percent (10%) of the minimum rent then remaining to be paid by
Tenant for the balance of the term, Landlord may, at its sole option, cancel and terminate this Lease as of the date of
occurrence of such damage by giving written notice to Tenant of its election to do so within thirty (30) days after the
date of occurrence of such damage. If Landlord shall not so elect to terminate this Lease, the repair of such damage
shall be governed by the remainder of this Article.

        XIV.4      Reconstruction of Improvements.

        Tenant, at its sole cost and expense, shall be responsible for the repair and restoration of all Alterations
including, but not limited to, all items set forth as "Tenant's Work" and the replacement of its stock in trade, trade
fixtures, furniture, furnishings and equipment. Tenant shall commence the installation of fixtures, equipment, and
merchandise hereof promptly upon delivery to it of possession of the Leased Premises and shall diligently prosecute
such installation to completion. If either Tenant or Landlord elect to terminate this Lease pursuant to a right to do so
contained in this Article, then at Landlord's option the Tenant shall proceed to repair and restore to the extent
required to fulfill Tenant's obligations with respect to Tenant's surrender of the premises at the expiration of the
term, or Landlord shall be entitled to receive the insurance proceeds with respect to the Alterations. Landlord and
Tenant shall reasonably cooperate with one another with respect to the repairs and restoration required to be done by
each; however, Landlord's repair and restoration shall have priority, and Tenant shall not interfere.

        XIV.5      Redevelopment of the Property.

        At any time subsequent to ten (10) years from the commencement of the term hereof, Landlord may elect to
redevelop the Building, or raze the existing Building and rebuild, which event (hereafter Redevelopment) may result
in the Leased Premises being rendered untenantable in whole or in part for a period of time. Should Landlord so
elect, Tenant may either:

                 (a) Cancel and terminate this Lease as of the date Landlord has designated as the commencement
        of construction of the Redevelopment,

                   OR:

                  (b) Extend this Lease in the new or redeveloped Building for a period equal to the unexpired part of
        the then current term (or renewal or extended term), or seven years, whichever is greater. Should Tenant
        elect to occupy the new or redeveloped Building, Landlord agrees to make available new space in at least the
        same size as Tenant occupies under this Lease, and in a configuration as close as practical to that of the
        original, specifically including at least as much ground floor retail space as in the current Leased Premises.
        The rents and fee structure in the new Premises shall be identical to those in the original space, except that
        the minimum rent may, at Landlord's sole option, be increased to a rate equal to 90% of the market rate for
        similar space in the Orlando market. Landlord warrants that it will proceed with any Redevelopment in an
        expeditious manner, but Tenant may not make any claim to Landlord for loss of business by reason of delay

30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   27
        in re-opening. Tenant's rent will be abated during the entire period of Redevelopment, from the time
        Landlord designates as the beginning of Redevelopment activity, until 120 days after Landlord notifies
        Tenant that the new premises are ready for occupancy.

        Landlord shall give Tenant written notice of proposed Redevelopment no less than one year prior to the
commencement of the Redevelopment. Tenant shall give Landlord written notice within 45 days after receipt of
written notice from Landlord if Tenant elects to extend the Lease pursuant to clause (b) above, or Tenant shall be
deemed to have elected to terminate pursuant to clause (a).

        XIV.6      Termination.

       Upon any termination of this Lease under any of the provisions of this Article, the parties shall be released
thereby without further obligation to the other party coincident with the surrender of possession of the Leased
Premises to the Landlord except for items which have theretofore accrued and are then unpaid.


                                                       ARTICLE XV
                                                     EMINENT DOMAIN

        XV.1       Total Condemnation.

        If the whole of the Leased Premises shall be acquired or condemned by eminent domain for any public or
quasi-public use or purpose, then the term of this Lease shall cease and terminate as of the date of title vesting in the
condemning governmental body or other authority pursuant to such proceeding and all rents and other charges shall
be paid up to that date and Tenant shall have no claim against Landlord for the value of any unexpired term of this
Lease.

        XV.2       Partial Condemnation.

        If a part of the Leased Premises shall be acquired or condemned by eminent domain for any public or quasi-
public use or purpose, and such partial taking or condemnation shall render the Leased Premises unsuitable for the
business of the Tenant, then the term of this Lease shall cease and terminate as of the date of title vesting in the
condemning governmental body or other authority pursuant to such proceeding and Tenant shall have no claim
against Landlord for the value of any unexpired term of this Lease. In the event of a partial taking or condemnation
which is not extensive enough to render the Leased Premises unsuitable for the business of the Tenant, then
Landlord shall promptly restore the Leased Premises to a condition comparable to its condition at the time of such
condemnation less the portion lost in the taking, and the minimum rent shall be reduced in proportion to the portion
of the Leased Premises lost in the taking, provided, however, there shall be no reduction in the percentage rent or
additional rent as a result of such partial taking or condemnation. Notwithstanding the foregoing, Landlord shall
have no responsibility to restore any portion of Tenant's leasehold improvements for which Tenant was
compensated.

        XV.3       Landlord's Damage.




30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   28
        In the event of any condemnation or taking as hereinbefore provided, whether whole or partial, the Tenant
shall not be entitled to any part of the award, as damages or otherwise, for such condemnation and Landlord is to
receive the full amount of such award, the Tenant hereby expressly waives any right or claim to any part thereof.

        XV.4       Tenant's Damages.

       Although all damages in the event of any condemnation are to belong to the Landlord whether such damages
are awarded as compensation for diminution in value of the leasehold or the fee of the Leased Premises, Tenant shall
have the right to claim and recover from the condemning authority, but not from Landlord, such compensation as
may be separately awarded or recoverable by Tenant in Tenant's own right on account of any damage to Tenant's
business by reason of the condemnation and for or on account of any cost or loss to which Tenant might be put in
removing Tenant's merchandise, furniture, fixtures, leasehold improvements and equipment from the Leased
Premises.

        XV.5       Sale Under Threat of Condemnation.

      A sale by Landlord to any authority having the power of eminent domain, either under threat of
condemnation or while condemnation proceedings are pending, shall be deemed a taking under the power of eminent
domain for all purposes under this Article.


                                                     ARTICLE XVI
                                                  DEFAULT OF TENANT

        XVI.1      Events of Default.

       The Tenant shall be in default under this Lease upon the happening of one or more of the events set forth
below in (a) to (j), inclusive (any of which is referred to hereinafter as an "Event of Default"):

               XVI.1.1 In the event Tenant should fail to pay any one or more of said monthly installments of
minimum rent, or percentage rent or any other sums required to be paid hereunder as additional rent, as and when the
same become due;

                 XVI.1.2 In the event Tenant shall cease to fully conduct its business as specified herein for a period
of ten (10) consecutive days.

                  XVI.1.3 In the event a petition in bankruptcy under any present or future bankruptcy laws
(including but not limited to reorganization proceedings) be filed by or against the Tenant or any Guarantor, and
such petition is not dismissed within thirty (30) days from the filing thereof, or in the event Tenant is adjudged a
bankrupt;

                   XVI.1.4 In the event an assignment for the benefit of creditors is made by Tenant or any Guarantor;

               XVI.1.5 In the event of an appointment by any court of a receiver or other court officer of the
property of Tenant or any Guarantor, and such receivership is not dismissed within thirty (30) days from such
appointment;

30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   29
                XVI.1.6 In the event Tenant removes, attempts to remove, or permits to be removed from the
Leased Premises, except in the usual course of trade, the goods, furniture, effects or other property of the Tenant
brought thereon;

                XVI.1.7 In the event Tenant, before the expiration of the term of this Lease, and without the written
consent of the Landlord, vacates the Leased Premises or abandons the possession thereof;

                XVI.1.8 In the event Tenant uses the Leased Premises for purposes other than the purposes for
which the same are hereby leased, or ceases to use the Leased Premises for the purposes herein contained, or
subleases the Leased Premises, or assigns this Lease without the consent of Landlord;

                 XVI.1.9 In the event an execution or other legal process is levied upon the goods, furniture, effects
or other property of Tenant brought or the Leases Premises, or upon the interest of Tenant in this Lease, and the
same is not satisfied or dismissed within ten (10) days from such levy;

                 XVI.1.10      In the event Tenant fails to perform or comply with any of the conditions of this Lease
other than the nonpayment of rent or additional rent and if the nonperformance shall continue for a period of twenty
(20) days after notice thereof by Landlord to Tenant, or, if the performance cannot be reasonably had within the
twenty (20) day period, Tenant shall not in good faith have commenced performance within the twenty (20) day
period and shall not diligently proceed to completion of performance.

        XVI.2      Remedies of Landlord.

                 XVI.2.1 If any Event of Default occurs, the Landlord shall have the right, at its sole option, to
terminate this Lease upon three (3) days written notice to Tenant, and to there upon re-enter and take possession of
the Leased Premises with or without legal process.

                  XVI.2.2 If any Event of Default occurs, Landlord shall have the right, at its option, from time to
time, without terminating this Lease, to re-enter and re-let the Leased Premises, or any part thereof, with or without
legal process, as the agent and for the account of Tenant upon such terms and conditions as Landlord may deem
advisable or satisfactory, in which event the rents received on such re-letting and collection, including but not
limited to, necessary renovation and alterations of the Leased Premises, and thereafter toward payment or all sums
due or to become due Landlord hereunder, and if a sufficient sum shall not be thus realized or secured to pay such
sums and other charges, (i) at Landlord's sole option, Tenant shall pay Landlord any deficiency monthly,
notwithstanding Landlord may have received rental in excess of the rental stipulated in this Lease in previous or
subsequent months, and Landlord may bring an action therefore as such monthly deficiency shall arise, or (ii) at
Landlord's option, the entire deficiency, which is subject to ascertainment for the remaining term of this Lease, shall
be immediately due and payable by Tenant. Nothing herein, however, shall be construed to require Landlord to re-
enter and relet in any event. The Landlord shall not, in any event, be required to pay Tenant the surplus of any sums
received by Landlord on any re-letting; of said Leased Premises in excess of the rent provided in this Lease.

                  XVI.2.3 If any Event of Default occurs, Landlord shall have the right, at its sole option, to bring
suit for the breach which has occurred without affecting the obligation of the parties to perform the balance of the
Lease.


30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   30
                  XVI.2.4 If any Event of Default occurs, the Landlord shall have the right, at its sole option, to
declare all rent (or any portion thereof ) for the entire remaining term, and other indebtedness owing by Tenant to
Landlord, if any, immediately due and payable without regard to whether possession of the Leased Premises shall
have been surrendered to or taken by Landlord, and may commence action immediately thereupon and recover
judgement therefor.

                XVI.2.5 If any Event of Default occurs, the Landlord, in addition to other rights and remedies it
may have, shall have the right to remove all or any part of the Tenant's property from the Leased Premises and any
property removed may be stored in any public warehouse or elsewhere at the cost of, and for the account, of Tenant
and the Landlord shall not be responsible for the care of safekeeping thereof whether in transport, storage or
otherwise, and the Tenant hereby waives any and all claim against Landlord for the loss or, destruction and/or
damage or injury which may be occasioned by any of the aforesaid acts.

                 XVI.2.6 No such re-entry or taking possession of the Leased Premises by Landlord shall be
construed as an election on Landlord's part to terminate this Lease unless a written notice of such intention is given
to Tenant. Notwithstanding any such re-letting without termination, Landlord may at all times thereafter elect to
terminate this Lease for such previous default. Any such re-entry shall be allowed by Tenant without hinderance,
and Landlord shall not be liable in damages for any such re-entry, or guilty, or trespass or forcible entry.

                   XVI.2.7 Any rent which is due Landlord, whether by acceleration or otherwise, as herein provided
in this Article, shall include minimum rent, percentage rent and any other rents, costs and expenses denominated as
additional rent in this Lease. Upon the occurrence of an Event of Default by Tenant such that said Event of Default
causes the percentage rent payable hereunder to be incapable of being determined or to be diminished in any manner
from that percentage rent which would otherwise be payable to Landlord if such Event of Default had not occurred,
the percentage rent payable for any period after such Event of Default will be at a monthly rate thereafter equal to the
average monthly percentage rent which Tenant was theretofore obligated to pay Landlord under this Lease during the
preceding Lease Year.
                   XVI.2.8 It is expressly agreed that the forbearance on the part of the Landlord in the institution of
any suit or entry of judgment for any part of rent herein reserved to the Landlord, including, but not limited to, any
unliquidated percentage rent then due, shall not serve as a defense against, nor prejudice a subsequent action, for
such rent. The Tenant hereby expressly waives Tenant's right to claim a merger or waiver of such subsequent action
in any previous suit or in the judgment entered therein. Furthermore, it is expressly agreed that claims for liquidated
fixed minimum annual rent and those for any unliquidated percentage rent may be regarded by the Landlord, if it so
elects, as separate and independent claims capable of being separately assigned.

                XVI.2.9 Any and all rights, remedies and options given in this Lease to Landlord shall be
cumulative and in addition to and without waiver of, or in derogation of, any right or remedy given to it under any
law now or hereafter in effect.

        XVI.3      Waiver.

       The waiver by Landlord of any default of any term, condition or covenant herein contained shall not be a
waiver of such term, condition or covenant, or any subsequent default of the same or any other term, condition or
covenant herein contained. The consent or approval by Landlord to or of any act by Tenant requiring Landlord's
consent or approval shall not be deemed to waive or render unnecessary Landlord's consent to or approval of any
subsequent similar act by Tenant. No re-entry hereunder shall bar the recovery of rents or damages for the default of

30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   31
any of the terms, conditions or co-tenants on the part of Tenant herein contained. The receipt of rent after default or
condition broken, or delay on the part of Landlord to enforce any right hereunder, shall not be deemed a waiver of
any preceding default by Tenant of any term, covenant or condition of this Lease, or a waiver of the right of
Landlord to annul this lease or to re-enter the Leased Premises or to re-let same.

        XVI.4      Expenses of Enforcement.

        In the event any payment due Landlord under this lease shall not be paid by the tenth of the month, Tenant
agrees to pay, in addition to the five percent (5%) late fee provided hereinbefore, the sum of Fifty and no/100
Dollars ($50.00) per day for each such delinquent payment until the rent payment, and late charges are paid in full
and in the event that any check, bank draft, order for payment or negotiable instrument given to Landlord for any
payment under this Lease shall be dishonored for any reason whatsoever not attributable to Landlord, Landlord shall
be entitled to make an administrative charge to Tenant of Fifty and no/100 Dollars ($50.00). In the event that it shall
be necessary for Landlord to give more than one (1) written notice to Tenant of any violation of this Lease, Landlord
shall be entitled to make an administrative charge to Tenant of Twenty-Five and no/100 Dollars ($25.00) for each
such notice. Tenant recognizes and agrees that the charges which Landlord is entitled to make upon the conditions
stated in this Lease represent, at the time this Lease is made, fair and reasonable estimate and liquidation of the costs
of Landlord in the administration of the Leased Premises resulting from the events described, which costs are not
contemplated or included in any rent or other charges provided to be paid by Tenant to Landlord pursuant to this
Lease. Any charges becoming due under this Section of this lease shall be additional rent and shall be added and
become due with the next ensuing monthly payment of fixed minimum annual rent and shall be collectible as a part
thereof.

        XVI.5      Attorney's Fees.

         In the event that it shall become necessary for Landlord to employ the services of any attorney to enforce any
of its right under this Lease or to collect any sums due to it under this Lease or to remedy the breach of any covenant
of this Lease on the part of the Tenant to be kept or performed, regardless of whether suit be brought, Tenant shall
pay to Landlord such reasonable fee as shall be charged by Landlord's attorney for such services. Should suit be
brought for the recovery of possession of the Leased Premises, or for rent or any other sum due Landlord under this
Lease, or because of the default of any of Tenant's covenants under this Lease, the non-prevailing party shall pay all
expenses of such suit and any appeal thereof, including a reasonable attorney's fee and costs.


                                                    ARTICLE XVII
                                                 ACCESS BY LANDLORD

        XVII.1 Right of Entry.

        Landlord and Landlord's agents shall have the right, after reasonable notice, to enter the Leased Premises at
all times to examine the same, and to show them to prospective purchasers or lessees of the building, and to make
such repairs, alterations, improvements or additions as Landlord may deem necessary or desirable, and Landlord
shall be allowed to take all material into and upon the Leased Premises that may be required therefor without the
same constituting an eviction of Tenant in whole or in part, and the rent reserved shall in no wise abate while said
repairs, alterations, improvements, or additions are being made unless Tenant is prevented from operating in the
Leased Premises in whole or in part, in which event minimum rent shall be proportionately abated during said

30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   32
period. During the one hundred twenty (120) days prior to the expiration of the term of this Lease or any renewal
term, Landlord may exhibit the Leased Premises to prospective tenants or purchasers, and place upon the Leased
Premises the usual notice "For Lease" or "For Sale", or similar notices, provided that such notices shall not exceed
eight square feet in area and which notices Tenant shall permit to remain thereon without molestation. If Tenant
shall not be personally present to open and permit entry into the Leased Premises when for any reason an entry
therein shall be necessary or permissible, Landlord or Landlord's agents may enter the same without in any manner
affecting the obligations and covenants of this Lease. Nothing herein contained, however, shall be deemed or
construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance
or repair of the Leased Premises or the building or any part thereof, except as otherwise herein specifically provided.


                                                     ARTICLE XVIII
                                                   TENANT'S PROPERTY

        XVIII.1 Taxes on Leasehold.

        Tenant shall be responsible for and shall pay before delinquent all municipal, county or state taxes assessed
during the term of this Lease against any leasehold interest or personal property of any kind, owned by or placed in,
upon or about the Leased Premises by the Tenant.

        XVIII.2 Loss and Damage.

        Landlord shall not be responsible for any damage to any property of Tenant (including, without limitation,
the Alterations and any appliances, equipment, machinery, stock, inventory, fixtures, furniture, improvements,
displays, decorations, carpeting and painting) or to any property of others located on the Leased Premises, nor for the
loss of or damage to any property resulting from fire, smoke, explosion, falling plaster, steam, gas, electricity, water,
rain, or leaks from any part of the Leased Premises or from the pipes, appliances or plumbing works or from the
roof, street or subsurface or from any other place or by dampness or by any other cause of whatsoever nature.
Landlord shall not be liable for any such damage caused by other tenants or persons on the Leased Premises or the
Building or Property, occupants, trespassers or invitees on adjacent property, or members of the public, or caused by
operations or construction of any private, public or quasi-public works. Landlord shall not be liable for any latent
defect in the Leased Premises or in the Building. All property of Tenant kept or stored on the Leased Premises shall
be so kept or stored at the sole risk of Tenant and Tenant shall indemnify, defend and hold Landlord harmless from
any and all claims arising out of damage to same, including subrogation claims by Tenant's insurance carriers.

        XVIII.3 Notice by Tenant.

       Tenant shall give immediate notice to Landlord in case of fire or accidents in the Leased Premises or in the
Building or of defects therein or in any fixture or equipment.


                                                   ARTICLE XIX
                                             HOLDING OVER, SURRENDER

        XIX.1      Holding Over.


30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   33
        In the event Tenant remains in possession of the Leased Premises after the expiration of the tenancy created
hereunder, and without the execution of a new Lease, Tenant, at the sole option of Landlord, shall be deemed to be
occupying the Leased Premises as a tenant at sufferance at a monthly rental equal to two (2) times the fixed
minimum annual rent payable during the last month of the lease term. In addition to the fixed minimum annual rent,
Tenant agrees to monthly pay (a) one twelfth (1/12th) of the average Percentage Rent payable hereunder for the three
Lease Years immediately prior to the Lease Year in which the expiration occurs, (b) one-twelfth (1/12th) of taxes
payable for the Lease Year immediately prior to the Lease Year in which the expiration occurs, (c) the monthly
Building Operating Cost charge payable for such month, (d) cost of insurance for which Tenant would have been
responsible if this Lease had been renewed on the same terms contained herein, and (e) all sales taxes assessed
against such increased rent. Such tenancy shall be subject to all the other conditions, provisions and obligations of
this Lease.

        XIX.2      Surrender.

        At the expiration of the tenancy hereby created, Tenant shall surrender the Leased Premises in good
condition and repair subject to Article VI hereof, and shall surrender all keys for the Leased Premises to Landlord.
Tenant shall remove all its trade fixtures and any Alterations which Landlord requests to be removed pursuant to
Article VI hereof before surrendering the Leased Premises as aforesaid and shall repair any damage to the Leased
Premises caused thereby. Tenant's obligation to observe or perform this covenant shall survive the expiration or
other termination of the term of this Lease.



                                                       ARTICLE XX
                                                    QUIET ENJOYMENT

        XX.1       Landlord's Covenant.

        Upon payment by the Tenant of the rents and other charges herein provided, and upon the observance and
performance of all the covenants, terms and conditions on Tenant's part to be observed and performed, Tenant shall
peaceably and quietly hold and enjoy the Leased Premises for the term hereby demised without hindrance or
interruption by Landlord or any other person or persons lawfully or equitably claiming by, through or under the
Landlord, subject, nevertheless, to the terms and conditions of this Lease.


                                                       ARTICLE XXI
                                                      MISCELLANEOUS

        XXI.1      Mechanics' Liens.

                 XXI.1.1 Tenant shall have no power to subject the Leased Premises or the Landlord's interest in the
Leased Premises or the Building or Property to any mechanics' or other liens or orders for the payment of money. If
any mechanics' or other liens or order for the payment of money shall be filed against the Leased Premises or the
Building or Property by reason of or arising out of any labor or material furnished or alleged to have been furnished
or to be furnished to or for the, or for or by reason of any change, alteration, or addition or the cost or expense
thereof or any contract relating thereto or for any reason whatsoever, the Tenant shall cause the same to be canceled

30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   34
and discharged of record, by bond or otherwise as allowed by law at the expense of the Tenant, within ten (10) days
of filing, and shall also defend on behalf of the Landlord at the Tenant's sole cost and expense, any action, suit, or
proceeding that may be brought thereon or for the enforcement of those liens, lien or orders, and the Tenant will pay
any damages and satisfy and discharge any judgment entered therein and save harmless the Landlord from any claim
or damage resulting therefrom. Tenant's failure to comply with this paragraph shall privilege Landlord to avail itself
of the remedies contained in this Lease, without any additional notice.

                 XXI.1.2 Notice is hereby given that the Landlord shall not be liable for any labor or materials
furnished or to be furnished to the Tenant upon credit, and that no mechanic's or other lien for any such labor or
materials shall attach to or affect the reversionary or other estate or interest of the Landlord in and to the Leased
Premises and/or the Building or Property. If requested by Landlord, a memorandum of this Lease shall be recorded
giving this notice.

        XXI.2      Landlord's Lien.

        Except for purchase money liens and liens which are perfected prior to the time the personal property comes
onto the Leased Premises, the Landlord shall have the first lien paramount to all others on every right and interest of
the Tenant in and to this Lease and on the buildings now or hereafter constructed on the Leased Premises, and on the
personal property of the Tenant which may be contained within the Leased Premises, which lien is granted for the
purpose of securing the payment of rent, taxes, assessments, charges, liens, penalties and damages herein covenanted
to be paid by the Tenant, and for the purpose of securing the performance of any and all of the covenants, conditions
and obligations arising under this Lease, the same to be performed and observed by the Tenant.

        XXI.3      Landlord's Right to Perform.

        Except as otherwise provided herein, if the Tenant fails to perform any of the covenants required to be
performed by Tenant, then Landlord may, but shall not be required to perform such act or thing with respect to
which Tenant is in default, at the expense of Tenant. Tenant shall repay such expense to Landlord. Any act or thing
done by Landlord pursuant to the provisions hereof shall not be construed a waiver of any such default by Tenant or
waiver of any covenant, term, or condition of this lease, or of any other right or remedy of Landlord. Notice to
Tenant shall not be required if the period for notice provided in paragraph 24 or any other paragraph of this lease
will jeopardize the Leased Premises, the Building, or the rights of the Landlord.

        XXI.4      Interest on Overdue Rent.

       All rent overdue shall bear interest at the highest rate allowed by law, not to exceed eighteen percent (18%)
per annum, after it has been due and payable for five (5) days.

        XXI.5      Surrender at End of Term.

        Tenant shall, on the last day of the term, or on earlier termination and forfeiture of the lease, peaceably and
quietly surrender and deliver the Leased Premises to Landlord free of subtenancies, including all buildings,
additions, and improvements constructed or placed thereon by Tenant, except movable trade fixtures, all in good
condition and repair. Tenant shall, if not in default hereunder, remove its equipment, goods, trade fixtures and
effects and those of all persons claiming by, through or under it, provided that such removal does not cause
irreparable damage to the premises. Any trade fixtures or personal property not used in connection with the

30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   35
operation of the Leased Premises and belonging to Tenant, if not removed at the termination, and if Landlord shall
so elect, shall be deemed abandoned and become the property of Landlord without any payment or offset therefor.
Landlord may remove such fixtures or property from the Leased Premises and store them at the risk and expense of
Tenant if Landlord shall not so elect. Tenant shall repair and restore all damage to the Leased Premises caused by
the removal of equipment, trade fixtures, and personal property.

        XXI.6      Accord and Satisfaction.

        No payment by Tenant or receipt by Landlord of a lesser amount than the rent herein stipulated to be paid
shall be deemed to be other than on account of the earliest stipulated rent, nor shall any endorsement or statement on
any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and
Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such rent
or pursue any other remedy provided herein or by law or in equity.

        XXI.7      Entire Agreement.

        This Lease and the Exhibits and all addenda attached hereto and forming a part thereof as if fully set forth
herein, constitute all covenants, promises, agreements, conditions and understandings between Landlord and Tenant
concerning the Leased Premises and the Building and Property, and there are no covenants, promises, conditions or
understandings, either oral or written, between them other than are herein set forth. Neither Landlord nor Landlord's
agent have made nor shall be bound to any representations with respect to the Leased Premises or the Building or
Property except as herein expressly set forth, and all representatives, either oral or written, shall be deemed to be
merged into this Lease Agreement. Except as herein otherwise provided, no subsequent alteration, change or
addition to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed by them.

        XXI.8      No Partnership.

       Landlord does not, in any way or for any purpose, become a partner of Tenant in the conduct of its business,
or otherwise, or joint adventurer or a member of a joint enterprise with Tenant, nor does anything in this Lease
confer any interest in Landlord in the conduct of Tenant's business. The provisions of this Lease relating to the
percentage of gross receipts payable as rent hereunder are included solely for the purpose of providing a method
whereby the rent is to be measured and ascertained.

        XXI.9      Notices.

        Wherever in this Lease it shall be required or permitted that notice, request, consent, or demand be given by
either party to this Lease to or on the other (hereafter collectively "Notice" for the purpose of this paragraph), such
Notice shall not be deemed to have been duly given unless in writing, and either personally delivered, mailed or
telecopied as follows:




30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   36
        TO THE LANDLORD:                    One South Orange, Ltd.
                                            One South Orange Avenue
                                            Suite 300
                                            Orlando, FL 32801
                                             Attn: Hank Katzen
                                            Telecopy No.: 407-206-3000

        with copies to: Gray, Harris & Robinson, P.A.
                                      201 E. Pine Street, Suite 1200
                                      Orlando, FL 32801
                                       Attn: Pamela O. Price, Esquire
                                      Telecopy No.: 407-244-5690

        TO THE TENANT:                       Ludmils Antonos
                                             One South Orange Ave, Suite 102/103
                                             Orlando, FL 32801
                                             Attn: __________________________
                                            Telecopy No.: ___-___-____

        with copies to:


                                             Attn: __________________________
                                            Telecopy No.: ____________________

        Counsel for the parties set forth herein may deliver or receive notice on behalf of the parties.

        Any Notice sent by United States Mail, registered or certified, postage prepaid, shall be deemed received
three days after it is so mailed. All other Notices shall be deemed delivered only upon actual delivery at the address
(or telecopy number) set forth herein. Notices delivered after 5:00 p.m. (at the place of delivery) or on a non-
business day shall be regarded as delivered on the next business day. Saturdays, Sundays and legal holidays of the
United States government shall not be regarded as business days for the purpose of this Section only.

        If any time for giving Notice contained in this Agreement would otherwise expire on non-business day, the
Notice period shall be extended to the next succeeding business day. Any party or other person to whom Notices are
to be sent or copied may notify the other parties and addressees of any change in address or telecopy number or
addresses to whom copies are to be sent to which Notices shall be sent by five (5) days written notice to the parties
and addressees set forth herein.

        XXI.10 Captions and Section Numbers.

       The captions, section numbers, and article numbers appearing in this Lease are inserted only as a matter of
convenience and in no way define, limit, construe, or describe the scope or intent of such sections or articles of this
Lease nor in any way affect this Lease.

        XXI.11 Use of Pronoun.

30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   37
                 XXI.11.1 The word "Tenant" shall be deemed and taken to mean each and every person or party
mentioned as a Tenant herein, and the permitted sublessees, assigns and successors thereof. If there shall be more
than one Tenant, any notice required or permitted by the terms of this Lease may be given by or to any one thereof,
and shall have the same force and effect as if given to all thereof.

       The use of the neuter singular pronoun to refer to Landlord or Tenant shall be deemed a proper reference
even though Landlord or Tenant may be an individuals or corporations. The necessary grammatical changes
required to make the provisions of the lease apply in the plural sense where there is more than one Landlord or
Tenant and to either corporations, associations, partnerships, or individuals, males or females, shall in all instances
be assumed as though in each case fully expressed.

                 XXI.11.2 The word "Landlord" as used in this Lease shall mean only the owner from time to time
of Landlord's interest in this lease. In the event of any assignment of Landlord's interest in this lease, the assignor
shall no longer be liable for the performance or observance of any agreements or conditions on the part of Landlord
to be performed or observed.

        XXI.12 Brokers Commission.

        The Tenant represents and warrants to Landlord that there are no claims for brokerage commissions or
finders fees in connection with the execution of this Lease, except as listed below, and agrees to indemnify, defend
and save the Landlord harmless from all liabilities arising from any such claim (including, without limitation, the
cost of counsel fees in connection therewith) except as follows: Commissions payable to G T Commercial, Inc. by
Landlord.

        XXI.13 Partial Invalidity.

        If any term, covenant or condition of this lease or the application thereof to any person or circumstances shall
to any extent be invalid or unenforceable, the remainder of this Lease and the application of such term, covenant or
condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be
affected thereby and each term, covenant or condition or this Lease shall be valid and enforceable to the fullest
extent permitted by law.

        XXI.14 Estoppel Certificate.

       Tenant agrees that it will, at any time and from time to time, within ten (10) days following written notice by
the Landlord specifying that it is given pursuant to this Section, execute, acknowledge and deliver to Landlord or
such other entity as Landlord may direct a statement in writing certifying that this Lease is unmodified and in full
force and effect (or if there have been modifications, that the same is in full force and effect and stating the
modifications), and the date to which the fixed minimum annual rent and any other payments due hereunder from
Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the
Tenant and whether or not to the best of knowledge of the Tenant the Landlord is in default in performance of any
covenant, agreement or condition contained in this Lease, and if so, specifying each such default of which Tenant
may have knowledge and if requested, such financial information concerning Tenant and Tenant's business
operations (and the Guarantor of this Lease, if this Lease be guaranteed) as may be reasonably requested by any
Mortgagee or prospective mortgagee or purchaser. The failure of Tenant to execute, acknowledge and deliver a

30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   38
statement in accordance with the provisions of this Section within said ten (10) business day period shall constitute
an acknowledgement, by the party given such notice, which may be relied on by any person holding or proposing to
acquire an interest in the Building or any part thereof or in the Leased Premises or in this Lease from or through
Landlord, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid
to and including the respective due dates immediately preceding the date of such notice and shall constitute, as to
any person entitled as aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the
date of such notice; provided, however, that nothing contained in the provisions of this Section shall constitute
waiver by Landlord of any default in payment of rent or other charges existing as of the date of such notice and,
unless expressly consented to in writing by Landlord, and Tenant shall still remain liable for the same.

        XXI.15 Recording.

       Tenant shall not record this Lease. The parties shall record a Memorandum of this Lease if requested by
Landlord.

        XXI.16 Liability of Landlord.

       Tenant shall look solely to the estate and property of the Landlord in the land and building comprising the
Building for the collection of any judgment, or in connection with any other judicial process, requiring the payment
of money by Landlord in the event of any default by Landlord with respect to any of the terms, covenants and
conditions of this lease to be observed and performed by Landlord, and no other property or estates of Landlord shall
be subject to levy, execution or other enforcement procedures for the satisfaction of Tenant's remedies and rights
under this Lease.

        XXI.17 Waiver of Jury Trial.

       The parties hereto waive trial by jury in connection with any litigation arising out of this Lease or in any way
connected with the relationship of the parties as landlord and tenant.

        XXI.18 Time of Essence.

       Time is of the essence with respect to the performance of every provision of this Lease in which time of
performance is a factor.

        XXI.19 Tenant Forbidden to Encumber Landlord's Interest.

        It is expressly agreed and understood that nothing in this Lease shall ever be construed as empowering
Tenant to encumber or cause to be encumbered the title or interest of Landlord in the Leased Premises in any manner
whatsoever. In the event that, regardless of this prohibition, any person furnishing or claiming to have furnished
labor or materials at the request of Tenant or of any person claiming by, through, or under Tenant shall file a lien
against Landlord's interest therein, Tenant, within 30 days after being notified thereof, shall cause said lien to be
satisfied of record or the premises released therefrom by the posting of a bond or other security as prescribed by law,
or shall cause same to be discharged as a lien against Landlord's interest in the Leased Premises by an order of a
court having jurisdiction to discharge such lien.

        XXI.20 Lawful Use of Premises.

30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   39
        Tenant covenants and agrees that said Leased Premises shall be used during the term of this Lease only and
exclusively for lawful purposes, and that Tenant shall not knowingly use or suffer anyone to use the Leased Premises
or its Common Areas for any purpose in violation of the laws, ordinances, rules, regulations or restrictions of the
United States, the State of Florida, Orange County, the City of Orlando, or of any special taxing, historic, or special
purpose districts or agencies created by them.

        XXI.21 Successors.

        All rights and liabilities herein given to, or imposed upon, the respective parties hereto shall extend to and
bind the several respective heirs, executors, administrators, successors, and permitted assigns of the said parties and
if there shall be more than one Tenant, they shall be bound jointly and severally by the terms, covenants and
agreements herein. Nothing contained in this Lease shall in any manner restrict Landlord's right to assign or
encumber this Lease and, in the event Landlord sells its interest in the Building and the purchaser assumes
Landlord's obligations and covenants, Landlord shall thereupon be relieved of all further obligations hereunder.

        XXI.22 Guarantors.

        This lease shall be contingent upon the receipt by Landlord of the guaranty of payment and performance of
this Lease By                       . The Guaranty shall be in substantially the form attached hereto as Exhibit "D".
 No subsequent assignment of this lease or subletting of the Leased Premises or license to occupy the Leased
Premises shall operate to relieve guarantors of their liability under their guarantees. No renewal or modification of
this lease shall operate to relieve guarantors of their liability under their guarantees.

        XXI.23 Impact Fees.

       Landlord may be entitled to certain credits for sanitary sewer capacity, water taps, transpotation impact fees,
etc. To the extent that Landlord has any such vested rights or credits, Landlord shall transfer to Tenant if, as, and
when such credits are confirmed by the appropriate municipal authority, the equivalent of 80 >seats= of sewer
capacity

        XXI.24 Landlord=s Right to Early Termination.

         Landlord is entitled to terminate this Lease unilaterally if, at the end of the Second Lease Year or at the end
of any Lease Year subsequent, Tenant has reported (and therefore based percentage rent on) Gross Receipts totalling
 less than One Million Four Hundred Thousand               Dollars ($1,400,000.00) in that Lease Year.

        XXI.25 Lease Document as Offer

       Landlord=s delivery to Tenant of an unexecuted copy of this Lease Document constitutes a non-binding non-
exclusive offer to lease. Tenant is on notice that Landlord may have delivered similar offers to others and that any
such offer may be withdrawn without notice at any time. .




30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   40
       IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease, or have caused the same to be
executed as of the day and year first above written.


                                                          LANDLORD:
Signed, sealed and delivered                              One South Orange, Ltd.
in the presence of:                                       a Florida limited partnership
                                                          by Markay Management, Inc., Its
                                                     GENERAL PARTNER



                                                            By:
                                                     Harry Katzen, President




                                                              TENANT:




                                                              Ludmils Antonos




30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   41
                                                         EXHIBIT "A"

                                                SITE PLAN OF BUILDING




30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   42
                                                         EXHIBIT "B"

                                        LEGAL DESCRIPTION OF PROPERTY


Certain real property located in Orange County, Florida, more particularly described as follows:

Tract No. 1 (Yowell-Duckworth Lot)

Begin at a point 157.9 feet North of the Southwest corner of Block 27, R. R. Reid's Addition to Orlando, Plat Book
C, Page 63, thence running North 90.0 feet to Central Avenue; thence East 90.0 feet; thence South 90.0 feet; thence
West 90.0 feet to the Point of Beginning.

AND ALSO:

Tract No. 2

Begin at a point on the South boundary of Central Avenue located 90.0 feet East of a point 247.9 feet North of the
Southwest corner of Block 27, R. R. Reid's Addition to Orlando, Plat Book C, page 63; run thence East along the
South boundary of Central Avenue 58.06 feet to the Northwest corner of the Post Office Lot, thence South along the
West line of the Post Office Lot 150.0 feet; thence West 31.06 feet to a point one (1) foot South of the Southeast
corner of the B. Drew Lot; thence North 60.0 feet; thence West 27.0 feet to the southeast corner of the Yowell-
Duckworth Lot (Tract No. 1); thence North along the East side of said Lot to the Point of Beginning.

AND ALSO:

Tract No. 3

Beginning at the Southeast corner of Tract No. 2 of this description, run thence North 15.0 feet more or less to the
Southwest corner of the Post Office Lot, thence East along the South side of the Post Office Lot 18.0 feet, thence
South 15.0 feet more or less to a point due East of the Point of Beginning; thence West 18.0 feet to the Point of
Beginning.

AND ALSO:

Tract No. 4

An undivided one-half interest in the following:

Beginning at the Northeast corner of Tract No. 3 of this description, run thence East along the South side of the Post
Office Lot 111.35 feet more or less to the West boundary of Court Street; thence South 8.95 feet to the North line of
the A. J. Wall Lot; thence West 99.35 feet to the Northwest corner of the A. J. Wall Lot; thence South along the
West line of the A. J. Wall Lot 18.0 feet; thence West 36.5 feet to the East line of T. A. Mann property; thence North
10.0 feet to the south line of the property heretofore described as Tract No. 2 of this description; thence East 24.5
feet to a point due South of the Point of Beginning, thence North 15.0 feet more or less to the Point of Beginning

30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   43
                                                         EXHIBIT "C"

                                                     LEASED PREMISES




30E1B62B-DF06-4E28-BDC2-4CA0B252BB4C.DOC September 6, 1997 (11:01am)   44

				
DOCUMENT INFO
Shared By:
Categories:
Tags:
Stats:
views:12
posted:4/28/2012
language:
pages:48