Exhibit 10.2(b)

LEASE ADDENDUM NUMBER FIVE—A

LOCATION OF RESERVED PARKING

LakePoint Two Garage

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LEASE ADDENDUM NUMBER FIVE - B

PARKING RESERVED TO OTHER TENANTS

LakePointe Two Garage

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LEASE ADDENDUM NUMBER SIX

RADON

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

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LEASE ADDENDUM NUMBER SEVEN

RIGHT OF FIRST OFFER

Provided Tenant is not in default under this Lease, and subject only to the rights of current tenant AT&T (and its assignees, excluding Landlord or any affiliate of Landlord) under the currently existing terms of its lease, Tenant shall have an ongoing right of first offer ("Right of First Offer"): (i) to lease space on the first floor of the Building, consisting of approximately 3,499 rentable square feet, as more particularly shown on Lease Addendum Number Seven - A, and, (ii) in addition to the right set forth in (i) above, provided that Landlord has created a multi-tenant environment on the third floor or otherwise leases or desires to lease space on that floor in increments of less than the full floor, to lease space on the third floor of the Building, consisting of approximately 4,000 rentable square feet, and as more particularly shown on Lease Addendum Number Seven - B attached to this Addendum (each "First Offer Space"). Before Landlord offers either First Offer Space to any prospective or existing tenant, Landlord shall provide written notice to Tenant of its availability for lease by Tenant (the "Offer Notice"). Tenant shall have ten (10) days from receipt of the Offer Notice to give written notice of Tenant's intent to exercise the Right of First Offer and to lease the First Offer Space identified in the Offer Notice upon the same terms and conditions as contained in this Lease, including without limitation, the Allowance, except that the Base Rent will be the Fair Market Rental Rate, as defined in accordance with Lease Addendum Number Three and the remaining Term under this Lease from the date of Tenant's exercise of the Right of First Offer (including any exercised Renewal Term) shall be at least three (3) years, and if less than three (3) years remain in the Term of this Lease, the Term of this Lease shall be deemed automatically extended upon Tenant's exercise of the Right of First Offer so as to expire on the third anniversary of such exercise, with Base Rent for any such extended Term equal to the Fair Market Rental Rate. Failure by Tenant to so notify Landlord within such ten (10) day period shall be deemed a waiver of Tenant's rights hereunder as to the First Offer Space identified in the Offer Notice, and Landlord may then lease that First Offer Space to a third party, provided Landlord and such third party execute a lease which includes that First Offer Space within twelve (12) months after Tenant waives, or is deemed to waive, its Right of First Offer for such space. Failing that, Landlord shall again offer that First Offer Space to Tenant before leasing that space to a third party.

Determination Within ten (10) days after Tenant exercises its Right of First Offer, Landlord shall deliver to Tenant notice for the Fair Market Rental Rate (the "FMR Notice") for the pertinent First Offer Space. If Tenant disagrees with Landlord's assessment of the Fair Market Rental Rate specified in a FMR Notice, it shall so notify Landlord in writing within ten (10) days after receipt of such FMR Notice (the “Objection Notice”), electing either to withdraw Tenant’s exercise of the Right of First Offer or to proceed to determine the Fair Market Rental Rate in accordance with the procedure set forth in this paragraph (“FMR Arbitration”). If Tenant fails to give the Objection Notice within ten (10) days after receipt of the FMR Notice, then Tenant shall be deemed to have withdrawn its exercise of the Right of First Offer. If Tenant timely gives the Objection Notice, but fails to elect either to withdraw its exercise of the Right of First Offer or to proceed with FMR Arbitration, Tenant shall be deemed to have withdrawn its exercise of the Right of First Offer. If in the Objection Notice Tenant elects to proceed with FMR Arbitration, Landlord and Tenant shall meet to attempt to determine the Fair Market Rental Rate. If Tenant and Landlord are unable to agree on such Fair Market Rental Rate within ten (10) days after delivery after the Objection Notice, then Landlord and Tenant shall each appoint an independent real estate appraiser with at least ten (10) years' commercial real estate appraisal experience in the AREA market, each of whom shall make a determination of the Fair Market Rental Rate within twenty (20) days after their selection hereunder. If Tenant and Landlord are unable to agree upon and select one of the determinations made by the initial two (2) appraisers within ten (10) business days after receipt of the two determinations, the two appraisers shall then, within five (5) days thereafter, select an independent third appraiser with like qualifications. If the two appraisers are unable to agree on the third appraiser within such five (5) day period, either Landlord or Tenant, by giving five (5) days prior notice thereof to the other, may apply to the then presiding judge of the Circuit Court for Hillsborough County, Florida, for selection of a third appraiser who meets the qualifications stated above. Within twenty (20) days after the selection of the third appraiser, the third appraiser shall make a determination of the Fair Market Rental Rate by selecting whichever of the two determinations made by the initial two appraisers is closer to the actual Fair Market Rental Rate in the opinion of such third appraiser, which determination shall be binding on Landlord and Tenant. The third appraiser shall have no discretion other than to select one or the other determination of the initial two appraisers as set forth herein. Tenant and Landlord shall each bear the entire cost of the appraiser selected by it and shall share equally the cost of the third appraiser.

Administration. Tenant shall design and construct all leasehold improvements in the First Offer Space, and Rent will commence 120 days after delivery of the First Offer Space to Tenant for commencement of construction. If Tenant has exercised the Right of First Offer and the Fair Market Rental Rate Term has not been determined in accordance with this section by the time that Rent for the First Offer Space is to commence in accordance with the terms hereof, then Tenant shall pay Rent for the First Offer Space based on the Fair Market Rental Rate proposed by Landlord pursuant to this section until such time as the Fair Market Rental Rate has been so determined, at which time appropriate cash

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adjustments shall be made between Landlord and Tenant such that Tenant is charged Rent based on the Fair Market Rental Rate (as finally determined pursuant to this section) for the First Offer Space during the interval in question.

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LEASE ADDENDUM NUMBER SEVEN - A

FIRST FLOOR: RIGHT OF FIRST OFFER SPACE

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LEASE ADDENDUM NUMBER SEVEN - B

THIRD FLOOR: RIGHT OF FIRST OFFER SPACE

LEASE ADDENDUM NUMBER EIGHT

CLEANING SPECIFICATIONS

EXHIBIT A

PREMISES

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EXHIBIT B

RULES AND REGULATIONS

Access to Building. On Saturdays, Sundays, Holidays and weekdays between the hours of 6:00 P.M. and 8:00 A.M., access to the Building and/or to the halls, corridors, elevators or stairways in the Building may be restricted and access shall be gained by use of a key or electronic card to the outside doors of the Buildings. Landlord may from time to time establish security controls for the purpose of regulating access to the Building. Tenant shall be responsible for providing access to the Premises for its agents, employees, invitees and guests at times access is restricted, and shall comply with all such security regulations so established.

2.	Protecting Premises. The last member of Tenant to leave the Premises shall close and securely lock all doors or other means of entry to the Premises and shut off all lights and equipment in the Premises.

Building Directories. The directories for the Building in the form selected by Landlord shall be used exclusively for the display of the name and location of tenants. Any additional names and/or name change requested by Tenant to be displayed in the directories must be approved by Landlord and, if approved, will be provided at the sole expense of Tenant.

Large Articles. Furniture, freight and other large or heavy articles may be brought into the Building only at times and in the manner designated by Landlord and always at Tenant's sole responsibility. All damage done to the Building, its furnishings, fixtures or equipment by moving or maintaining such furniture, freight or articles shall be repaired at Tenant’s expense.

Signs. Tenant shall not paint, display, inscribe, maintain or affix any sign, placard, picture, advertisement, name, notice, lettering or direction on any part of the outside or inside of the Building, or on any part of the inside of the Premises which can be seen from the outside of the Premises, including windows and doors, without the written consent of Landlord, and then only such name or names or matter and in such color, size, style, character and material as shall be first approved by Landlord in writing. Landlord, without notice to Tenant, reserves the right to remove, at Tenant's expense, all matters other than that provided for above.

Defacing Premises and Overloading. Tenant shall not place anything or allow anything to be placed in the Premises near the glass of any door, partition, wall or window that may be unsightly from outside the Premises. Tenant shall not place or permit to be placed any article of any kind on any window ledge or on the exterior walls; blinds, shades, awnings or other forms of inside or outside window ventilators or similar devices shall not be placed in or about the outside windows in the Premises except to the extent that the character, shape, color, material and make thereof is approved by Landlord. Tenant shall not do any painting or decorating in the Premises or install any floor cover-ings in the Premises or make, paint, cut or drill into, or in any way deface any part of the Premises or Building without in each instance obtaining the prior written consent of Landlord, which consent will not be unreasonably withheld, delayed or conditioned. Tenant shall not overload any floor or part thereof in the Premises, or any facility in the Building or any public corridors or elevators therein by bringing in or removing any large or heavy articles and Landlord may direct and control the location of safes, files, and all other heavy articles and, if considered necessary by Landlord may require Tenant at its expense to supply whatever supplementary supports necessary to properly distribute the weight.

Obstruction of Public Areas. Tenant shall not, whether temporarily, accidentally or otherwise, allow anything to remain in, place or store anything in, or obstruct in any way, any sidewalk, court, hall, passageway, entrance, or shipping area. Tenant shall lend its full cooperation to keep such areas free from all obstruction and in a clean and sightly condition, and move all supplies, furniture and equipment as soon as received directly to the Premises, and shall move all such items and waste (other than waste customarily removed by Building employees) that are at any time being taken from the Premises directly to the areas designated for disposal. All courts, passageways, entrances, exits, elevators, escalators, stairways, corridors, halls and roofs are not for the use of the general public and Landlord shall in all cases retain the right to control and prevent access thereto by all persons whose presence, in the judgment of Landlord, shall be prejudicial to the safety, character, reputation and interest of the Building and its tenants; provided, however, that nothing herein contained shall be construed to prevent such access to persons with whom Tenant deals within the normal course of Tenant's business so long as such persons are not engaged in illegal activities.

Additional Locks. Tenant shall not attach, or permit to be attached, additional locks or similar devices to any door or window, change existing locks or the mechanism thereof, or make or permit to be made any keys for any door other than those provided by Landlord. Upon termination of this Lease or of Tenant's posses-sion, Tenant shall immediately surrender all keys to the Premises. Notwithstanding the foregoing, Tenant shall be permitted

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to install keypads or other security locks on all perimeter and stairwell doors; provided, however, that all such facilities shall comply with all local codes and ordinances and Landlord will be furnished with keys or other access.

Communications or Utility Connections. If Tenant desires signal, alarm or other utility or similar service connections installed or changed, then Tenant shall not install or change the same without the approval of Landlord, which approval will not be unreasonably withheld, delayed or conditioned, and then only under direction of Landlord and at Tenant's expense. Initial installation of any such facilities will be conducted as a part of the work done pursuant to, and shall be governed by the terms of, the Work Letter.

10.

Office of the Building. Service requirements of Tenant will be attended to only upon application at the office of Highwoods Properties, Inc. Employees of Landlord shall not perform, and Tenant shall not engage them to do any work outside of their duties unless specifically authorized by Landlord.

11.

Restrooms. The restrooms, toilets, urinals, vanities and the other apparatus shall not be used for any purpose other than that for which they were constructed, and no foreign substance of any kind whatsoever shall be thrown therein. The expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by the Tenant whom, or whose employees or invitees, shall have caused it.

12.	Intoxication. Landlord reserves the right to exclude or expel from the Building any person who, in the judgment of Landlord, is intoxicated, or under the influence of liquor or drugs, or who in any way violates any of the Rules and Regulations of the Building.

13.

Nuisances and Certain Other Prohibited Uses. Except as otherwise permitted under the Lease, Tenant shall not (a) install or operate any internal combus-tion engine, boiler, machinery, refrigerating, heating or air conditioning apparatus in or about the Premises; (b) engage in any mechanical business, or in any service in or about the Premises or Building, except those ordinarily embraced within the Permitted Use as specified in Section 3 of the Lease; (c) use the Premises for housing, lodging, or sleep-ing purposes; (d) place any radio or television antennae on the roof or on or in any part of the inside or outside of the Building other than the inside of the Premises, or place a musical or sound producing instrument or device inside or outside the Premises which may be heard outside the Premises; (e) use any power source for the operation of any equipment or device other than dry cell batteries or electricity; (f) operate any electrical device from which may emanate waves that could interfere with or impair radio or television broadcasting or reception from or in the Building or elsewhere; (g) bring or permit to be in the Building any bicycle, other vehicle, dog (except in the company of a blind person), other animal or bird; (h) make or permit any objectionable noise or odor to emanate from the Premises; (i) disturb, harass, solicit or canvass any occupant of the Building; (j) do anything in or about the Premises which could be a nuisance or tend to injure the reputation of the Building; (k) allow any firearms in the Building or the Premises except as approved by Landlord in writing.

14.

Solicitation. Tenant shall not canvass other tenants in the Building to solicit business or contributions and shall not exhibit, sell or offer to sell, use, rent or exchange any products or services in or from the Premises unless ordinarily embraced within the Tenant's Permitted Use as specified in Section 3 of the Lease.

15.

Energy Conservation. Tenant shall not waste electricity, water, heat or air conditioning and agrees to reasonably cooperate with Landlord to ensure the most effective operation of the Building's heating and air conditioning, and shall not allow the adjustment (except by Landlord's authorized Building personnel) of any controls.

16.	Building Security. At all times other than normal business hours the exterior Building doors and suite entry door(s) must be kept locked to assist in security. Problems in Building and suite security should be directed to Landlord at (813) 673-6050.

17.

Parking. Parking is in designated parking areas only. There shall be no vehicles in "no parking" zones or at curbs. Handicapped spaces are for handicapped persons only and the Police Department will ticket unauthor-ized (unidentified) cars in handicapped spaces. Landlord reserves the right to remove vehicles that do not comply with the Lease or these Rules and Regulations and Tenant shall indemnify and hold harmless Landlord from its reasonable exercise of these rights with respect to the vehicles of Tenant and its employees, agents and invitees.

18.	Janitorial Service. The janitorial staff will remove all trash from trashcans. Any container or boxes left

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in hallways or apparently discarded unless clearly and conspicuously labeled DO NOT REMOVE may be removed without liability to Tenant. Any large volume of trash resulting from delivery of furniture, equipment, etc., should be removed by the delivery company, Tenant, or Landlord at Tenant's expense. Janitorial service will be provided after hours five (5) days a week. All requests for trash removal other than normal janitorial services should be directed to Landlord at (813) 673-6050.

EXHIBIT C

COMMENCEMENT AGREEMENT

This COMMENCEMENT AGREEMENT (the “Commencement Agreement”), made and entered into as of this _______ day of ________________, 2004, by and between HIGHWOODS/FLORIDA HOLDINGS, L. P., a Delaware Partnership, with its principal office at 3100 Smoketree Court, Suite 600, Raleigh, North Carolina 27604 (“Landlord”) and ______________________________________________________________, a _________________________________________ Corporation, with its principal office at _______________________________________________________________ (“Tenant”);

W I T N E S S E T H :

WHEREAS, Tenant and Landlord entered into that certain Lease Agreement dated ___________________ (the “Lease”), for space designated as Suite ________, comprising approximately ___________ rentable square feet, in the ______________________ Building, located at ___________________________________________, City of _____________, County of _______________, State of Florida; and

WHEREAS, the parties desire to establish the Commencement Date and Expiration Date as set forth below,

NOW, THEREFORE, in consideration of the mutual and reciprocal promises herein contained, Tenant and Landlord hereby agree that said Lease hereinafter described be, and the same is hereby modified in the following particulars:

1. The term of the Lease by and between Landlord and Tenant actually commenced on ___________________ (the “Commencement Date”). The initial term of said Lease shall terminate on ___________________ (the “Expiration Date”). Section 3, entitled “Term”, and all references to the Commencement Date and Termination Date in the Lease are hereby amended.

2. Except as modified and amended by this Commencement Agreement, the Lease shall remain in full force and effect.

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IN WITNESS WHEREOF, Landlord and Tenant have caused this Agreement to be duly executed, as of the day and year first above written.

	LANDLORD:
WITNESSES:	HIGHWOODS/FLORIDA HOLDINGS, L.P.
	a Delaware limited partnership
	By:	Highwoods/Florida GP Corp., its general partner
_____________________________________
	By:	_____________________________________
_____________________________________		Stephen A. Meyers
Print Name	Title:	Vice President - Tampa
	Date:	___________________________
_____________________________________
_____________________________________
Print Name

	TENANT:
WITNESSES:
	_______ DO NOT SIGN -- EXHIBIT ONLY____________
_____________________________________		Signature Line
__________________________________________	By:	_____________________________________
Print Name		Print Name

_____________________________________	Title:	_____________________________________
_____________________________________
Print Name	Date:	___________________________

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EXHIBIT D

[ROOFTOP LICENSE AGREEMENT]

ROOFTOP LICENSE. (a) Grant. Landlord hereby grants to Tenant the non-exclusive right (hereinafter collectively the “Rooftop Rights”):

i.	To install, operate, maintain and remove, at Tenant’s sole expense and risk, certain rooftop communications equipment (hereinafter the “Equipment”) as described in Exhibit D-1 attached hereto and made a part hereof.

ii.	To install, maintain, operate, and replace at Tenant’s sole expense and risk, certain connecting equipment, including, but not limited to, the cables, conduits, and connecting hardware necessary for the operation of the Equipment (hereinafter the "Connecting Equipment”).

iii.

To pull such Connecting Equipment through the Building Common Areas (if existing risers are full, Tenant shall use a separate raceway to be installed by Tenant at Tenant’s sole cost and expense with routing as approved by Landlord) for the purpose of connecting Tenant’s rooftop Equipment to the related Equipment located in Tenant’s lease Premises.

(b) Grant Non-exclusive. The Rooftop Rights granted herein are not exclusive and Landlord reserves the right to grant, renew or extend rooftop communications rights to others; provided such rights do not render Tenant’s utilization of the site impractical. If Landlord grants Rooftop Rights to any future tenant, operator or licensee (“Future Licensee”), and such Future Licensee’s equipment interferes with Tenant’s operation and use of it Equipment, Landlord will direct the Future Licensee to take all steps reasonably necessary to reduce the level of interference to a level that does not materially impair Tenant’s operation and use of its Equipment. If such Future Licensee cannot or does not reduce the interference to a level that does not materially impair Tenant’s operation and use of its Equipment, Landlord shall terminate the license with such Future Licensee and require the Future Licensee to remove the equipment causing such interference.

(c) Term. The Rooftop Rights granted to Tenant by Landlord shall have an expiration date co-terminous with the Lease Term (unless sooner terminated by Landlord or Tenant as provided herein).

(d) Use. Tenant agrees to use the Equipment and Connecting Equipment exclusively for its own use. Tenant shall not use the Equipment or Connecting Equipment to provide services to any outside party without Landlord’s prior written consent, it being acknowledged that changes in the use of Tenant’s Equipment or Connecting Equipment may increase the value of the Rooftop Rights granted herein. Tenant shall not utilize the Equipment or Connecting Equipment in any manner that is in violation of any governmental laws, rules or regulations, whether now existing or hereinafter enacted or which is in violation of the Building Rules and Regulations. Tenant may not make any use of the Equipment or Connecting Equipment that (i) is or may be a nuisance or trespass or otherwise disturbs the other tenants in the Building, (ii) increases any insurance premiums, or (iii) makes such insurance unavailable to Landlord on the Building under the insurer’s standard underwriting criteria. Landlord makes no warranty or representation that the Building, the Building rooftop, or any improvements therein (including without limitation any existing equipment rooms, conduits, cables, and other spaces and products related to the operation or installation Tenant’s Equipment) (hereinafter collectively the “Equipment Space”) are suitable for Tenant’s intended use. Landlord further makes no warranty or representation that Tenant’s rooftop equipment will not be affected by or suffer interference from existing rooftop equipment, provided such existing equipment is operating in compliance with the terms and conditions allowed by the applicable rooftop agreement. Tenant acknowledges (i) that Tenant shall perform all necessary studies and reports to determine the suitability of the Equipment Space for Tenant’s intended us; (ii) that Tenant has not relied on any statements, representations, or any other indications (whether verbal, written, or both) made by Landlord, its employees, officers, agents, representatives, contractors, or brokers regarding the condition and suitability of the Equipment Space for Tenant’s intended use; and (iii) that Tenant has inspected the Equipment Space and accepts the same “as is” and agrees that Landlord is under no obligation to perform any work or provide any materials in preparation for the installation, maintenance or operation of Tenant’s Equipment or Connecting Equipment. Tenant further acknowledges that the Equipment Space may be accessed by Landlord’s authorized representatives, including but not limited to, authorized personnel representing other communications carriers, and agents, employees, contractors, representatives, and subcontractors, of Landlord.

(e)Termination. Provided Tenant is not then in default, Tenant may terminate its Rooftop Rights at any time, with or without cause, with thirty (30) days priors written notice to Landlord. Termination rights granted to Landlord and Tenant in the Lease shall also be fully applicable to the Rooftop Rights granted herein.

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(f) Rent. Intentionally deleted.

(g) Equipment. The Equipment and the Connecting Equipment shall be installed behind the rooftop screen to be constructed on the roof of the Building, and otherwise in strict accordance with the covenants of the _______________, the specifications set forth in Exhibit D-1 and any subsequent plans and specifications approved by Landlord as set forth herein. Tenant shall at all times operate and maintain the Equipment and the Connecting Equipment in good condition and in compliance with all federal, state, and local laws, ordinances, and rules. Equipment replacements shall be restricted to equipment substantially similar in function and size to the Equipment described in Exhibit D-1. The installation of any additional equipment or equipment dissimilar in function or size to that described in Exhibit D-1 with Landlord's prior approval, not to be unreasonably withheld or delayed, shall be deemed an act of default by Tenant. Tenant shall not place any load upon any floor or upon the roof of the Building contrary to the weight, method of installation and position reasonably prescribed by Landlord. The Equipment and Connecting Equipment shall remain at the sole risk of Tenant, and Landlord shall not be liable for any damage, theft, misappropriation or loss regardless of the cause thereof, and Tenant expressly waives any and all claims it may have against Landlord with respect to the same.

(h) Equipment Installation. Prior to the commencement of any work or the installation of any Equipment or Connecting Equipment, Tenant shall:

Prepare and deliver to Landlord an outline of the Building rooftop, indicating the proposed location of the rooftop Equipment, a description of the proposed method of installation, and the proposed routing of any rooftop Connecting Equipment. Tenant shall also describe, in reasonable detail, the proposed routing of all non-rooftop Connecting Equipment. No work shall commence until Landlord has approved, in writing, all construction and installation plans, which approval shall not be unreasonably withheld or delayed. Landlord shall indicate its approval or disapproval and notify Tenant of any required changes within ten (10) business days after Landlord receives such plans from Tenant. In no event shall Landlord’s approval or change of such plans be deemed a representation that Tenant’s Equipment and Connecting Equipment will not cause interference with other systems in the Building or that Tenant’s plans comply with applicable laws, rules or regulations; such responsibility shall remain solely with Tenant.

ii.

Tenant warrants that the installation of the Equipment and Connecting Equipment shall be in strict compliance with (i) Exhibit D-1 attached hereto; (ii) any subsequent plans and specifications approved by Landlord; (iii) all Equipment manufacturer’s recommendations; and (iii) all applicable laws, rules or regulations. Tenant shall not make any material modifications to the Equipment Space without Landlord’s prior written approval, which Landlord shall determine tin its soles discretion. Tenant shall also insure that the installation and construction shall be performed in a neat, responsible, and workmanlike manner, using generally accepted construction standards, consistent with such reasonable requirements as shall be imposed by Landlord. Tenant shall promptly notify when all work has been completed and all work shall be inspected by Landlord. Within five (5) business days following Tenant’s completion of the installation, Tenant shall provided Landlord with documentation evidencing that all applicable permits, licenses, and approvals required for the installation, maintenance, and operation of the Equipment and Connecting Equipment have been obtained.

iii.

Tenant acknowledges that the structural integrity of the load bearing capability of the roof, the moisture resistance of the roof membrane, and the ability of Landlord to safely access all parts of the roof are of critical importance to Landlord. Tenant agrees that all specifications and plans will provide sufficient specificity to ensure that these concerns are protected. Tenant shall not make any penetrations of the roof membrane without the Landlord’s prior written approval. Any penetrations of the roof membrane approved by Landlord shall be made at Tenant’s sole cost and expense by a qualified roofing contractor selected by Landlord to ensure full compliance with the terms of all existing roof warranties. Tenant shall be fully liable to Landlord for any unauthorized activities that violate the terms of any warranty on the roof membrane and results in the full or partial loss of any roof warranty coverage otherwise available to Landlord. Tenant shall handle all parts, materials, and substances capable of damaging the roof membrane in a manner that fully protects the integrity of the membrane. Any roof damage caused by Tenant or any of Tenant’s agents, representative, employees, contractors, subcontractors or invitees shall be made at Tenant’s sole cost and expense by a roofing

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contractor selected by Landlord. Landlord, in its sole discretion, may require Tenant to install, at Tenant’s sole cost and expense, rooftop walk pads if Landlord considers such pads necessary to protect the integrity of the roof membrane.

iv.

Tenant, in the exercise of its Rooftop Rights granted herein, shall not at any time (as determined by Landlord in its sole judgment), disrupt Building operations, including but not limited to, blocking access to or in any way obstructing Building entrances, lobbies, hallways, elevators, or interfere or hinder the use of the Building’s loading docks. Any work activities deemed disruptive to Building operations, including but not limited to core drillings, must be performed after normal business hours as defined by Landlord.

Tenant shall, at is sole cost and expense, repair or refinish any surface of the Building damaged by or during the installation, operation, maintenance or removal of Tenant’s Equipment or Connecting Equipment and caused by Tenant or any of its agents, representatives, employees, contractors, subcontractors, or invitees. In the event Tenant fails to promptly repair or refinish any such damage, Landlord may, in its sole discretion, repair or refinish such damage to Landlord’s satisfaction and Tenant shall reimburse Landlord for all costs and expenses incurred in such repair or refinishing together with an administrative charge of fifteen percent (15%) of such costs and expenses. All such sums shall be deemed to be Additional Rent payable to Landlord.

vi.	Tenant shall attach a label to (i) all rooftop Equipment and Connecting Equipment located on the rooftop and (ii) to all cabling passing through all Building common area equipment and telephone rooms. Each label shall included, at a minimum, the following information:

a.	Tenant’s name;

b.	Rooftop Lease #;

c.	If cabling, the floor where the cable originates and the floor where it terminates;

vii.

Tenant shall obtain, at its sole cost and expense, prior to the commencement of any construction activities or Equipment or Connecting Equipment installations, any necessary federal, state, and municipal permits, licenses and approvals. Tenant’s Equipment and Connecting Equipment shall comply with all applicable safety standards, as modified from time to time, of any governing body with jurisdiction over Tenant’s operations.

viii.

Any specialized use of the elevators must be coordinated with Landlord’s property manager.

ix.	Tenant must properly dispose of all packing material and refuse in accordance with the Rules and Regulations.

(i)Tenant’s Covenants.

Tenant shall at its sole cost and expense, maintain the Equipment and Connecting Equipment in proper operating condition and maintain same in a safe condition.

Tenant’s Equipment and Connecting Equipment shall not disrupt, adversely affect, or interfere with (i) the operation of any existing communications equipment at the Building, (ii) any tenant’s or occupant’s use or operation of communications or computer devices, or (iii) the operation of any Building system. In the event interference occurs, Tenant shall correct such interference within twenty-four (24) hours after receiving written notice that such interference is possibly caused by Tenant’s Equipment. Landlord reserves the right to disconnect power to any of Tenant’s Equipment in the event Tenant fails to correct such interference within such twenty-four (24) hour period. Tenant hereby releases Landlord from any and all liability and damages, which results or possibly results from any such disconnection.

(j) Utility Service. In the event Tenant’s Equipment requires utility service beyond the limits set forth in the Lease, Tenant shall pay for all related utility costs. Subject to availability as determined by Landlord in its reasonable discretion, Tenant may connect to the existing electrical service to the Building provided that

Tenant, at Tenant’s sole expense, installs an Emon Dmon sub-meter capable of measuring both electricity consumption and demand. In such event, Tenant shall reimburse Landlord for the costs of Tenant’s electrical use, including Landlord’s administrative charge of $20.00 per month for meter reading and administrative processing. Landlord shall invoice Tenant on a monthly basis (or such other billing cycle as may be mutually acceptable to both Landlord and Tenant), and all sum due related to Tenant’s electrical usage shall be due to Landlord as Additional Rent. Landlord shall have no liability to Tenant or any third party for any interruption, curtailment, stoppage, or suspension of any utility service.

(k) Access. Tenant hereby acknowledges that for reasons of safety and security, Landlord must restrict access to the Building rooftop and Building common areas to authorized personnel only. Landlord agrees that Tenant’s authorized representative shall have access to the Equipment Space during normal business hours (typically defined as 7:30 a.m. to 4:30 p.m., Monday through Friday, excluding Holidays) free of charge. Access after normal business hours will require Landlord to dispatch personnel and Tenant shall reimburse Landlord, as Additional Rent, for the associated personnel costs at Landlord’s then current overtime hourly billable rate (Landlord’s overtime rate is currently $52.50 per hour). Except in the event of an emergency, Tenant agrees to give at least twenty-four (24) hours notice to Landlord of its intent to enter the Equipment Space. At the time such notice is given, Tenant shall inform Landlord of the names of the person(s) who will be accessing the Equipment Space, the reasons for the entry, and the expected duration of the work to be performed. Tenant acknowledges that Landlord may not maintain personnel on-site and any requested access without prior notification may result in unavoidable and unpredictable delays. At no time shall Tenant or any of Tenant’s agents, employees, contractors, subcontractors, or representative attempt to connection, tamper with, adjust, alter, or otherwise affect the operation of any equipment or systems belonging to Landlord or any other third-party without the prior written approval of Landlord or the affected third-party, as appropriate. Landlord reserves the right, in its sole discretion, to select or approve any contractor whose work activities will connect, interact with, or potentially affect any Building equipment or systems.

(l) Relocation. Landlord, at its sole expense and discretion, may require Tenant to relocate any or all of the Equipment and Connecting Equipment located on the rooftop or within the Building, provided that such relocation does not materially and adversely impair the operation of the Equipment and Connecting Equipment or materially degrade the quality of transmission of the Equipment and Connecting Equipment. In the event Landlord requires Tenant to relocate Tenant’s Equipment or Connecting Equipment, as the case may be, Tenant shall within sixty (60) days either: (i) terminate this License upon written notice to Landlord; or (ii) commence efforts to relocate the Equipment or the Connecting Equipment, as the case may be, and complete their relocation with on hundred twenty (120) days of the date of Landlord’s original notice to Tenant to relocate, in which event Landlord shall reimburse Tenant for any reasonable, actual, out-of-pocket costs or expenses paid by Tenant to third parties in connection with such relocation. Landlord will permit Tenant to perform a standard cutover procedure, if required by any relocation of Equipment, which will ensure that the relocated Equipment is operational for services prior to discontinuing service from the old location. In the event all or a portion of the roof membrane must be repaired or replaced, or any other Building maintenance need arises that requires the temporary removal of the Equipment and Connecting Equipment, Tenant shall be fully responsible, at its sole cost and expense, for the removal and re-installation of all Equipment. Except in the case of emergencies, Landlord shall provide Tenant with forty-eight (48) hours notice of any planned repairs or replacements that will require the removal of Tenant’s Equipment, unless Landlord is unable to provide forty-eight (48) hours notice due to the nature of the repair or replacement, in which event Landlord shall provide as much notice as reasonably possible. Landlord shall promptly notify Tenant when the repair or replacement is complete and the re-installation of the Equipment may commence. All Equipment shall be re-installed in strict accordance with the specifications previously approved by Landlord and in effect at the time of the Equipment’s removal. Landlord shall have no liability to Tenant or any third-party for any losses incurred as a result of the relocation and re-installation.

(m) Removal. Provided Tenant is not in default under the terms of the Lease or its obligations under the Rooftop Rights granted herein, Tenant may, prior to the Expiration Date, remove its Equipment from the Building; provided, however, Tenant shall repair all damage caused by such removal and perform such restoration as may be required under the terms of the Lease. In any event, Tenant shall remove all of its Equipment and Connecting Equipment (unless Tenant obtains Landlord’s prior written consent to allow the Connecting Equipment, or portions thereof, to remain in place and become the property of Landlord, such consent to be at Landlord’s sole discretion) prior to the Expiration Date or earlier termination (for whatever cause) of Tenant’s Rooftop Rights. In the event Tenant’s Equipment and Connecting Equipment or any portion thereof (excepting any Connecting Equipment to remain in place per Landlord’s consent as described above) is not removed prior to the Expiration Date or earlier termination of Tenant’s Rooftop Rights, such property shall be deemed abandoned by Tenant and Landlord may dispose of same in whatever manner Landlord may elect without any liability to Tenant. Any expenses incurred by Landlord as a result of the removal and disposition of

lxi

Tenant’s Equipment and Connecting Equipment, or any portion thereof, deemed abandoned by Tenant shall be paid to Landlord by Tenant within thirty (30) days of Tenant’s receipt of Landlord’s invoice.

(n) Assignment - Sublicense. Tenant shall not assign, sublicense, or otherwise transfer the Rooftop Rights or any portion there of without Landlord’s prior written consent, which Landlord shall determine in its sole discretion. Not withstanding the foregoing, Tenant shall have the right, without Landlord’s consent, but upon written notification to Landlord, to assign or sublicense Tenant’s Rooftop Rights to any permitted subtenant or assignee which assumes the obligations of Tenant, and continues the same permitted use set for the in the terms and conditions set forth herein. Landlord must be given prior written notice of any such assignment or sublicense, and failure to do so shall be a default by Tenant hereunder. Acceptance of Rooftop Rent payments by Landlord after any non-permitted assignment shall not constitute approval thereof by Landlord. In no event shall Tenant’s Rooftop Rights be assignable by operation of any law, and Tenant’s rights hereunder may not become, and shall not be listed by Tenant s an asset under any bankruptcy, insolvency or reorganization proceedings. Tenant is not, may not become, and shall never represent itself to be an agent of Landlord, and Tenant acknowledges that Landlord’s title is paramount, and that it can do nothing to affect or impair Landlord’s title. If Tenant’s Rooftop Rights shall be assigned or sublicensed by Tenant at a Rooftop Rent that exceeds the Rooftop Rent to be paid to Landlord hereunder, then any such excess shall be paid over to Landlord by Tenant.

lxii

EXHIBIT D-1 TO ROOFTOP LICENSE AGREEMENT

[Equipment]

lxiii

EXHIBIT E

[MONUMENT SIGNAGE]

lxiv

EXHIBIT F

[NON-DISTURBANCE AND ATTORNMENT AGREEMENT]

(Sample)

RECORDING REQUESTED BY

_____________________________

WHEN RECORDED MAIL TO

The Northwestern Mutual Life Ins. Co.

720 East Wisconsin Ave. - Rm N16WC

Milwaukee, WI 53202

Attn:

Loan No. SPACE ABOVE THIS LINE FOR RECORDER’S USE

NON-DISTURBANCE AND ATTORNMENT AGREEMENT

THIS AGREEMENT is entered into as of , 2004, between Brown & Brown, Inc., a Florida corporation, whose mailing address is 401 E. Jackson Street, Suite 1700, Tampa, Florida 33602 ("Tenant"), Highwoods/Florida Holdings, L.P., a Delaware limited partnership, whose mailing address is 3111 W. Martin Luther King Boulevard, Suite 300, Tampa, Florida 33607, ("Borrower"), and THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, a Wisconsin corporation ("Lender"), whose address for notices is 720 East Wisconsin Avenue, Milwaukee, WI 53202, Attention: Real Estate Investment Department, Reference Loan No. .

RECITALS

A. Tenant is the lessee or successor to the lessee, and Borrower is the lessor or successor to the lessor under a certain lease dated , 2004 (the "Lease").

B. Lender has made, or will make, a mortgage loan to be secured by a mortgage, deed to secure a debt or deed of trust from Borrower for the benefit of Lender (as it may be amended, restated or otherwise modified from time to time, the "Lien Instrument") encumbering the fee title to and/or leasehold interest in the land described in Exhibit A attached hereto and the improvements thereon (collectively, the "Property"), wherein the premises covered by the Lease (the "Demised Premises") are located.

C. Borrower and Lender have executed, or will execute, an Absolute

lxv

Assignment of Leases and Rents (the "Absolute Assignment"), pursuant to which (i) the Lease is assigned to Lender and (ii) Lender grants a license back to Borrower permitting Borrower to collect all rents, income and other sums payable under the Lease until the revocation by Lender of such license, at which time all rents, income and other sums payable under the Lease are to be paid to Lender.

D. Lender has required the execution of this Agreement by Borrower and Tenant as a condition to Lender making the requested mortgage loan or consenting to the Lease, and Tenant has required the execution of this Agreement by Lender and Borrower as a condition to Tenant entering into the Lease.

E. Tenant acknowledges that, as its consideration for entering into this Agreement, Tenant will benefit by entering into an agreement with Lender concerning Tenant’s relationship with any purchaser or transferee of the Property (including Lender) in the event of foreclosure of the Lien Instrument or a transfer of the Property by deed in lieu of foreclosure (any such purchaser or transferee and each of their respective successors or assigns is hereinafter referred to as "Successor Landlord").

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Tenant, Borrower and Lender agree as follows:

1. Tenant and Borrower agree for the benefit of Lender that:

(a)

Tenant shall not pay, and Borrower shall not accept, any rent or additional rent more than one month in advance;

(b)

Except as specifically provided in the Lease, Tenant and Borrower will not enter into any agreement for the cancellation of the Lease or the surrender of the Demised Premises without Lender’s prior written consent;

(c)

Tenant and Borrower will not enter into any agreement amending or modifying the Lease without Lender’s prior written consent, except for amendments or modifications specifically contemplated in the Lease, including without limitation, those confirming the lease commencement date, the rent commencement date, the term, the square footage leased, the renewal or extension of the Lease, or the leasing of additional space at the Property;

(d)

Tenant will not terminate the Lease because of a default thereunder by

lxvi

Borrower unless Tenant shall have first given Lender written notice and a reasonable opportunity to cure such default; and

(e)

Tenant, upon receipt of notice from Lender that it has exercised its rights under the Absolute Assignment and revoked the license granted to Borrower to collect all rents, income and other sums payable under the Lease, shall pay to Lender all rent and other payments then or thereafter due under the Lease, and any such payments to Lender shall be credited against the rent or other obligations due under the Lease as if made to Borrower.

(f)

Tenant will not conduct any dry cleaning operations on the Demised Premises using chlorinated solvents nor will Tenant use any chlorinated solvents in the operation of their business on the Demised Premises.

(g)

Tenant shall pay any and all termination fees due and payable under the Lease directly to Lender to be held by Lender/directly to Lender to be held in an account satisfactory to Lender and such fees shall be applied by Lender as follows: [DRAFTER: INSERT LANGUAGE PER STAC 320/321 OF LOAN COMMITMENT.]

2. Subject to the terms of this Agreement, the Lease is hereby subordinated in all respects to the Lien Instrument and to all renewals, modifications and extensions thereof, subject to the terms and conditions hereinafter set forth in this Agreement, but Tenant waives, to the fullest extent it may lawfully do so, the provisions of any statute or rule of law now or hereafter in effect that may give or purport to give it any right or election to terminate or otherwise adversely affect the Lease or the obligations of Tenant thereunder by reason of any foreclosure proceeding.

3. Borrower, Tenant and Lender agree that, unless Lender shall otherwise consent in writing, the fee title to, or any leasehold interest in, the Property and the leasehold estate created by the Lease shall not merge but shall remain separate and distinct, notwithstanding the union of said estates either in Borrower or Tenant or any third party by purchase, assignment or otherwise.

4. If the interests of Borrower in the Property are acquired by a Successor Landlord:

(a)

If Tenant shall not then be in default in the payment of rent or other sums due under the Lease or be otherwise in material default under the Lease (in each case, beyond the expiration of applicable notice and cure periods), the Lease shall not terminate or be terminated and the rights of Tenant thereunder shall continue in full force and effect except as provided in this Agreement;

lxvii

(b)

Tenant agrees to attorn to Successor Landlord as its lessor; Tenant shall be bound under all of the terms, covenants and conditions of the Lease for the balance of the term thereof, including any renewal options which are exercised in accordance with the terms of the Lease;

(c)

The interests so acquired shall not merge with any other interests of Successor Landlord in the Property if such merger would result in the termination of the Lease;

(d)

If, notwithstanding any other provisions of this Agreement, the acquisition by Successor Landlord of the interests of Borrower in the Property results, in whole or part, in the termination of the Lease, there shall be deemed to have been created a lease between Successor Landlord and Tenant on the same terms and conditions as the Lease for the remainder of the term of the Lease, except as modified by this Agreement, with renewal options, if any; and

(e)

Successor Landlord shall be bound to Tenant under all of the terms, covenants and conditions of the Lease, and Tenant shall, from and after Successor Landlord’s acquisition of the interests of Borrower in the real estate, have the same remedies against Successor Landlord for the breach of the Lease that Tenant would have had under the Lease against Borrower if the Successor Landlord had not succeeded to the interests of Borrower; provided, however, that Successor Landlord shall not be:

(i)

Liable for the breach of any representations or warranties set forth in the Lease or for any act, omission or obligation of any landlord (including Borrower) or any other party occurring or accruing prior to the date of Successor Landlord’s acquisition of the interests of Borrower in the Demised Premises, except for any repair and maintenance obligations of a continuing nature as of the date of such acquisition;

(ii)

Subject to any offsets or defenses which Tenant might have against any landlord (including Borrower) prior to the date of Successor Landlord’s acquisition of the interests of Borrower in the Demised Premises except to the extent that such offsets (a) were used to fund the Allowance (as defined in the Lease), including interest, or to fund the repairs, maintenance or other actions

lxviii

which would otherwise be an obligation of Successor Landlord upon its acquisition of the interests of Borrower in the Property and (b) in the case of Lender becoming Successor Landlord, concerning which Lender has in fact received timely notice and an opportunity to cure prior to Tenant gaining, or taking action by which it would gain, the right to so offset against rents;

(iii)

Liable for the return of any xecurity deposit under the Lease unless such security deposit shall have been actually deposited with Successor Lanlord;Premises to any third party;

(iv)

Bound to Tenant for any claims arising subsequent to the date upon which Successor Landlord transfers its interest in the Demised Premises to any third party;

(v)

Liable to Tenant under any indemnification provisions set forth in the Lease arising prior to Successor Landlord's acquisition of the interests of Borrower in the Property; or

(vi)

Liable for any damages in excess of Successor Landlord’s equity in the Property.

The provisions of this paragraph shall be effective and self-operative immediately upon Successor Landlord succeeding to the interests of Borrower without the execution of any other instrument.

5. Tenant represents and warrants that Tenant, to its actual knowledge: (i) is not a person or entity with whom Lender is restricted from doing business with under regulations of the Office of Foreign Asset Control ("OFAC") of the Department of the Treasury (including, but not limited to, those named on OFAC's Specially Designated and Blocked Persons list) or under any statute, executive order (including, but not limited to, the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action; (ii) is not knowingly engaged in, and shall not knowingly engage in, any dealings or transaction or knowingly be otherwise associated with such persons or entities described in (i) above; and (iii) is not a person or entity whose activities violate the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 or the regulations or orders thereunder.

lxix

6. This Agreement may not be modified orally or in any other manner except by an agreement in writing signed by the parties hereto or their respective successors in interest. In the event of any conflict between the terms of this Agreement and the terms of the Lease, the terms of this Agreement shall prevail. This Agreement shall inure to the benefit of and be binding upon the parties hereto, their respective heirs, successors and assigns, and shall remain in full force and effect notwithstanding any renewal, extension, increase, or refinance of the indebtedness secured by the Lien Instrument, without further confirmation. Upon recorded satisfaction of the Lien Instrument, this Agreement shall become null and void and be of no further effect.

lxx

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.


TENANT:	BROWN & BROWN, INC.

	By:	_____________________________________________________
	Attest:	_______________________________________________
		Secretary


BORROWER:	HIGHWOODS/FLORIDA HOLDINGS, L.P., a Delaware limited partnership
	By: Highwoods/Florida GP Corp., its general partner
By:	_______________________________________
	Stephen A. Meyers
Title:	Vice President - Tampa
Attest:	_______________________________________


LENDER:	THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, a Wisconsin corporation
By:	Northwestern Investment Management Company, LLC, a Delaware limited liability company, its wholly-owned affiliate and authorized representative
		By: _______________________________ , Managing Director

		Attest: ____________________________ , Assistant Secretary

lxxi

Section 1:	Basic Definitions and Provisions
	a.	Premises	-5-
	b.	Term	-5-
	c.	Permitted Use	-5-
	d.	Occupancy Limitation	-5-
	e.	Base Rent	-5-
	f.	Rent Payment Address	-6-
	g.	Security Deposit	-6-
	h.	Business Hours	-6-
	i.	Electrical Service	-6-
	j.	After Hours HVAC Rate	-6-
	k.	Parking	-6-
	l.	Construction Fee	-6-
	m.	Broker	-6-
	n.	Notice Addresses	-6-
Section 2.	Leased Premises
	a.	Premises	-7-
	b.	Rentable Square Foot Determination	-7-
	c.	Common Areas	-7-
Section 3:	Term
	a.	Commencement and Expiration Dates	-7-
	b.	Termination by Tenant for Failure to Deliver Possession	-7-
	c..	Right to Occupy	-7-
	d.	Commencement Agreement	-7-
Section 4:	Use
	a.	Permitted Use	-7-
	b.	Prohibited Uses	-7-
	c.	Prohibited Equipment in Premises	-8-
Section 5:	Rent
	a.	Payment Obligations	-8-
	b.	Base Rent	-8-
	c.	Additional Rent	-9-
Section 6:	Security Deposit [Intentionally Omitted]		-9-
Section 7:	Services by Landlord		-9-
	a.	Base Services	-10-
	b.	Landlord's Maintenance	-10-
	c.	No Abatement	-10-
	d.	Tenant's Obligation to Report Defects	-10-
	e.	Limitation on Landlord's Liability	-10-
Section 8:	Tenant’s Acceptance and Maintenance of Premises
	a.	Acceptance of Premises	-10-
	b.	Move-in Obligations	-10-
	c.	Tenant's Maintenance	-11-
	d.	Alterations to Premises	-11-
	e.	Restoration of Premises	-11-
	f.	Landlord's Performance of Tenant's Obligations	-11-
	g.	Construction Liens	-11-
	h.	Communications Compliance	-11-

Section 9:	Property of Tenant		-12-
	a.	Property Taxes	-12-
	b.	Removal	-12-
Section 10:	Signs		-12-
Section 11:	Access to Premises
	a.	Tenant's Access	-12-
	b.	Landlord's Access	-12-
	c.	Emergency Access	-13-
Section 12:	Rules and Regulations
	a.	Laws	-13-
	b.	Rules and Regulations	-13-
Section 13:	Compliance with Laws
	a.	Tenant's Compliance	-13-
	b.	Landlord's Compliance	-13-
	c.	ADA Notices	-13-
Section 14:	Insurance Requirements
	a.	Tenant's Liability Insurance	-13-
	b.	Tenant's Property Insurance	-13-
	c.	Certificates of Insurance	-13-
	d.	Insurance Policy Requirements	-13-
	e.	Landlord's Property Insurance	-14-
	f.	Mutual Waiver of Subrogation	-14-
Section 15:	Indemnity
	a.	Indemnity	-14-
	b.	Defense Obligation	-14-
Section 16:	Quiet Enjoyment		-14-
Section 17:	Subordination; Attornment; Non-Disturbance; and Estoppel Certificate
	a.	Subordination and Attornment	-14-
	b.	Non-Disturbance	-15-
	c.	Estoppel Certificates	-15-
Section 18:	Assignment - Sublease
	a.	Landlord Consent	-15-
	b.	Definition of Assignment	-15-
	c.	Permitted Assignments/Subleases	-16-
	d.	Notice to Landlord	-16-
	e.	Prohibited Assignments/Sublease	-16-
	f.	Tenant Not Released	-16-
	g.	Landlord's Right to Collect Sublease Rents Upon Tenant Default	-16-
	h.	Excess Rents	-16-
	i.	Landlord's Fees	-16-
	j.	Unauthorized Assignment or Sublease	-16-
Section 19:	Damages to Premises
	a.	Landlord's Restoration Obligations	-16-
	b.	Termination of Lease by Landlord	-17-
	c.	Termination of Lease by Tenant	-17-
	d.	Tenant's Restoration Obligations	-17-
	e.	Rent Abatement	-17-
	f.	Waiver of Claims	-17-
Section 20:	Eminent Domain
	a.	Effect on Lease	-17-
	b.	Right to Condemnation Award	-18-
Section 21:	Environmental Compliance
	a.	Environmental Laws	-18-
	b.	Tenant's Responsibility	-18-
	c.	Tenant's Liability	-18-
	d.	Limitation on Tenant's Liability	-18-
	e.	Inspections by Landlord	-18-
	f.	Landlord's Liability	-18-
	g.	Property	-18-
	h.	Tenant's Liability after Termination of Lease	-19-

Section 22:	Default
	a.	Tenant's Default	-19-
	b.	Landlord's Remedies	-19-
	c.	Landlord's Expenses	-20-
	d.	Remedies Cumulative	-20-
	e.	No Accord and Satisfaction	-20-
	f.	No Reinstatement	-20-
	g.	Summary Ejectment	-20-
Section 23:	Multiple Defaults
	a.	Loss of Option Rights	-20-
	b.	Increased Security Deposit	-20-
	c.	Effect on Notice Rights and Cure Periods	20-
Section 24:	Bankruptcy
	a.	Trustee's Rights	-20-
	b.	Adequate Assurance	-21-
	c.	Assumption of Lease Obligations	-21-
Section 25:	Notices
	a.	Addresses	-21-
	b.	Form; Delivery; Receipt	-21-
	c.	Address Changes	-21-
	d.	Notice by Legal Counsel	-21-
Section 26:	Holding Over		-21-
Section 27:	Right to Relocate [Intentionally Omitted]		-21-
Section 28:	Broker’s Commissions
	a.	Broker	-22-
	b.	Landlord's Obligation	-22-
	c.	Indemnity	-22-
Section 29:	Miscellaneous
	a.	No Agency	-22-
	b.	Force Majeure	-22-
	c.	Building Standard Improvements	-22-
	d.	Limitation on Damages	-22-
	e.	Satisfaction of Judgments Against Landlord	-22-
	f.	Interest	-22-
	g.	Legal Costs	-22-
	h.	Sale of Premises or Building	-22-
	i.	Time of the Essence	-22-
	j.	Tender of Premises	-23-
	k.	Financial Statements	-23-
	l.	Recordation	-23-
	m.	Partial Invalidity	-23-
	n.	Binding Effect	-23-
	o.	Entire Agreement	-23-
	p.	Good Standing	-24-
	q.	Terminology	-24-
	r.	Headings	-24-
	s.	Choice of Law	-24-
	t.	Effective Date	-24-
	u.	Interlineation	-24-
	v.	Patriot Act, Representation	-24-
	w.	Landlord's Default	-24-

Section 30:	Special Conditions		-24-
Section 31:	Addenda and Exhibits		-24-
	a.	Lease Addendum Number One - “Work Letter”
	b.	Lease Addendum Number One - A - “Building Standard Improvements”
	c.	Lease Addendum Number One - B -- “Approved Space Plan”
	d.	Lease Addendum Number One - C - “Mini-Blind Layout”
	e.	Lease Addendum Number Two - “Additional Rent - Operating Expense Pass Throughs”
	f.	Lease Addendum Number Two - A - “Annual Statement Form”
	g.	Lease Addendum Number Three -“Option to Renew Lease Term”
	h.	Lease Addendum Number Four -- “Intentionally Omitted”
	i.	Lease Addendum Number Five - “Tenant Parking Agreement”
	j.	Lease Addendum Number Five—A-- " Location of Reserved Parking, LakePointe Two Garage”
	k.	Lease Addendum Number Five - B - “Parking Reserved for Other Tenants, LakePointe Two Garage”
	l.	Lease Addendum Number Six - “Radon”
	m.	Lease Addendum Number Seven - “Right of First Offer”
	n.	Lease Addendum Number Seven - A - “First Floor: Right of First Offer Space”
	o.	Lease Addendum Number Seven - B - “Third Floor: Right of First Offer Space”
	p.	Lease Addendum Number Eight—"Cleaning Specifications"
	q.	Exhibit A - Premises
	r.	Exhibit B - Rules and Regulations
	s.	Exhibit C - Commencement Agreement
	t.	Exhibit D - Rooftop License Agreement
	u.	Exhibit E - Monument Signage
	v.	Exhibit F - Subordination, Non-Disturbance and Attornment Agreement

1.	BASIC DEFINITIONS AND PROVISIONS. The following basic definitions and provisions apply to this Lease:

a.	Premises.	Rentable Square Feet:	40,505

		Suite:	400
		Building:	Spectrum
		Street Address:	3101 W. Martin Luther King Boulevard
		City/County:	Tampa / Hillsborough
		State/Zip Code:	Florida / 33607

b.	Initial Term.	Number of Months:	87
		Commencement Date:	As provided in Lease Addendum Number One (the Work Letter). Target Commencement Date is May 15, 2005.
		Expiration Date:	Eighty-seven (87) months from the Commencement Date, as adjusted pursuant to the provisions of Section 3(c).

			Estimated Expiration Date August 14, 2012

c.	Permitted Use.		General office

d.	Occupancy Limitation.		No more than six (6) persons per one thousand (1,000) rentable square feet (on average).

e.	Base Rent.		The minimum Base Rent for the Initial Term is $5,161,456.54, payable in monthly installments on the 1^st day of each month in accordance with the following Base Rent Schedule:

MONTHS	RATE PSF	MONTHLY RENT	CUMULATIVE RENT
5/15/05 - 5/31/05	$16.80	$56,707.00	$31,097.42
6/1/05 - 11/30/05	$8.40	$28,353.50	170,121.00
12/1/05 - 5/31/06	$16.80	$56,707.00	$340,242.00
6/1/06 - 5/31/07	$17.22	$58,124.68	$697,496.16
6/1/07 - 5/31/08	$17.65	$59,576.10	$714,913.20
6/1/08 - 5/31/09	$18.09	$61,061.29	$732,735.48
6/1/09 - 5/31/10	$18.54	$62,580.23	$750,962.76
6/1/10 - 5/31/11	$19.00	$64,132.92	$769595.04
6/1/11 - 5/31/12	$19.48	$65,753.12	$789,037.44
6/1/12 - 8/14/12	$19.97	$67,407.07	$165,256.04
BASE RENT:			$5,161,456.54


f.	Rent Payment Address.	HIGHWOODS/FLORIDA HOLDINGS, L.P.
		P.O. Box 406396
		Atlanta, Georgia 30384-6396
		Attn: Spectrum
		Tax ID# 56-1993389

g.	Security Deposit.	$0

h.	Normal Business Hours.	7:00 A.M. to 6:00 P.M. Monday through Friday and 7:00 A.M. to 1:00 P.M. on Saturdays (excluding New Years Day, President's Day, Memorial Day, Independence Day, Thanksgiving Day and Christmas Day, together, "Holidays").

i.	Electrical Service.	As described in Section 8(k) of the Work Letter.

j.	After Hours HVAC Rate.	$25.00 per hour, per floor, with a minimum of two (2) hours per occurrence.

k.	Parking.	Five (5) spaces per 1000 rentable square feet. See Tenant Parking Agreement - Addendum Five.

l.	Construction Fee.	There will be no Construction Supervision Fee for the work described in the Work Letter. A 10% Construction Supervision Fee will be charged for all alterations performed by Landlord.

m.	Tenant’s Broker.	Andy May
		Cushman & Wakefield of Florida, Inc.
		One Tampa City Center
		Suite 3600
		Tampa, Florida 33602

	Landlord’s Broker.	Highwoods/Florida GP Corp
		3111 W. Dr. Martin Luther King, Jr. Blvd.
		Suite 300
		Tampa, Florida 33607

n.	Notice Addresses.

	LANDLORD:	HIGHWOODS/FLORIDA HOLDINGS, L.P.
		3100 Smoketree Court, Suite 600
		Raleigh, North Carolina 27604
		Attn: Manager, Lease Administration
		Facsimile #: 919/876-2448

	with a copy to:	HIGHWOODS PROPERTIES, INC.
		3111 W. Dr. Martin Luther King, Jr. Blvd.
		Suite 300
		Tampa, Florida 33607
		Attn: Lease Administrator

	TENANT: [before CommencementDate]	Brown & Brown, Inc.
		P.O. Box 1348
		Tampa, Florida 33601
		Attn: Laurel Grammig, Esq.

	[after Commencement Date]	Brown & Brown, Inc.
		3101 W. Dr. Martin Luther King, Jr. Blvd.
		Suite 400
		Tampa, Florida 33607
		Attn: Laurel Grammig, Esq.