EXHIBIT 10.1

AGREEMENT FOR PURCHASE AND SALE

     This Agreement for Purchase and Sale (this “Agreement”) is entered into as of August 24, 2006, by and between 7007 PALMETTO INVESTMENTS, LLC., a Florida limited liability company (“Seller”), and SPANISH BROADCASTING SYSTEM, INC., a Delaware corporation, and/or assigns (“Buyer”).

WITNESSETH:

     1.  Recitals . This Agreement is made with reference to the following facts and definitions:

          1.1. Seller owns the real property located at 7007 N.W. 77 ^th Avenue, Miami, Florida, and a parcel of vacant land adjacent to it, as more fully described on the attached Exhibit “A” (the “Real Property”). In addition to the Real Property, Buyer intends to purchase and Seller intends to sell, in accordance with this Agreement, (a) all improvements constructed in, on or under the Real Property, including an existing office building constructed thereon (collectively, the “Improvements”), (b) all of Seller’s fixtures, furnishings, equipment and personal property, if any, located on and used exclusively in connection with the Real Property or the Improvements (the “Personal Property”; the parties acknowledge and agree that they shall agree upon an inventory of the Personal Property during the Due Diligence Period (as hereinafter defined) after the Existing Tenant’s (as hereinafter defined) personal property has been removed and the same shall be attached hereto as Schedule 1.1), (c) all of Seller’s rights under those certain Contracts (as hereinafter defined) which Buyer elects to assume in accordance with the provisions of Section 5.2 hereof (the “Contract Rights”), and (d) (i) all strips and gores of land lying adjacent to the Real Property and owned by Seller, together with all easements, privileges, rights of way, riparian and other water rights, land underlying any adjacent public streets, roads and/or parks, and all tenements, hereditaments and appurtenances thereunto belonging or in anywise appertaining, (ii) all deposits, licenses, permits, authorizations, approvals and contract rights pertaining to the ownership and/or operation of the Real Property or the Improvements, and (iii) all general intangible rights pertaining to the ownership and/or operation of the Real Property or the Improvements (collectively, the “General Intangibles”).

          1.2. By this Agreement, Buyer and Seller intend to provide for the sale of the Real Property, the Personal Property, the Improvements, the Contract Rights and the General Intangibles by Seller to Buyer. The Real Property, the Personal Property, the Improvements, the Contract Rights and the General Intangibles shall be collectively referred to in this Agreement as the “Property.”

          1.3. For purposes of this Agreement, “Effective Date” means the date upon which this Agreement is fully executed.

     2.  Purchase and Sale . Pursuant to this Agreement, Seller agrees to sell the Property to Buyer, and Buyer agrees to purchase the Property from Seller.

     3. A ppointment of Escrow Agent .

          3.1. Opening of Escrow . Buyer and Seller hereby appoint Greenberg Traurig, P.A. to act as escrow agent (“Escrow Agent”) for the purpose of facilitating the consummation of the transaction contemplated by this Agreement and, by its execution of the Consent and Acceptance at the end of this Agreement, Escrow Agent accepts such appointment. Upon the Effective Date, Buyer shall immediately deliver the Initial Deposit (as defined in Section 4.1 below) to Escrow Agent, together with a copy of the

fully executed original (or executed counterparts) of this Agreement. Escrow Agent shall, immediately upon its receipt of the Deposit and executed Agreement, execute and deliver to Buyer and Seller the Consent and Acceptance of Escrow Agent attached to this Agreement, which Consent and Acceptance of Escrow Agent shall specify the date of such receipt.

          3.2. Closing Date . The closing of the transaction contemplated by this Agreement (the “Closing”) shall occur in accordance with Section 8 below on a date (i) no earlier than January 2, 2007, and no later than January 4, 2007, or (ii) an earlier date provided, however, that Seller shall give Buyer sixty (60) days’ notice of such earlier closing date and such earlier closing date shall be at least sixty (60) days after the expiration of the Due Diligence Period (the “Closing Date”).

     4.  Purchase Price . The purchase price payable by Buyer for the Property (the “Purchase Price”) shall be Eight Million Eight Hundred Eighty-two Thousand Five Hundred Dollars ($8,882,500) and shall be payable in accordance with Section 4.1 below. The parties acknowledge and agree that they shall use their good faith efforts to agree upon an allocation of the Purchase Price as between the Personal Property and the remainder of the Property prior to the expiration of the Due Diligence Period.

          4.1. Deposit . Concurrently with Buyer’s delivery of an executed copy of this Agreement to Escrow Agent, Buyer shall deliver to Escrow Agent immediately available funds in the amount of One Hundred Thousand Dollars ($100,000.00) (the “Initial Deposit”). Immediately upon expiration of the Due Diligence Period, (a) Buyer shall make an additional delivery to Escrow Agent of immediately available funds in the amount of Nine Hundred Thirty-Five Thousand Dollars ($935,000.00) (the “Additional Deposit”), and (b) the Initial Deposit and Additional Deposit shall, except (i) in the event the Agreement is terminated in accordance with Section 5 below, (ii) in the event of Seller’s default, or (iii) as otherwise expressly provided herein, become non-refundable to Buyer and shall either be applied toward the payment of the Purchase Price at Closing or retained by Seller if the Closing does not occur. Upon receipt of an executed W-9 from Buyer, Escrow Agent shall promptly deposit the Initial Deposit into an interest-bearing account. As used in this Agreement, the “Deposit” shall mean the Initial Deposit and Additional Deposit, collectively, plus any interest accrued while in the possession of Escrow Agent.

          4.2 Assumption of Existing Debt . Buyer shall have the right but not the obligation, which right shall be exercised by Buyer if at all in its sole and absolute discretion, to assume the existing mortgage loan (the “Existing Loan”) encumbering the Property in favor of Great Florida Bank (the “Existing Lender”), provided that: (a) Buyer provides written notice to Seller of its intention to assume the Existing Loan at least thirty (30) days prior to Closing, (b) the Existing Lender consents to such assumption, (c) there shall be no delay in the Closing as a result of such assumption and such assumption, whether completed or not, shall not affect Buyer’s obligation to close upon the Closing Date.

          4.3. Balance . On or before the Closing Date, Buyer shall deposit with Escrow Agent cash or other immediately available funds in the amount of the Purchase Price less the Deposit and, if applicable, all outstanding amounts (including principal and interest) assumed by Buyer under the Existing Loan, subject to the additional costs and prorations set forth in this Agreement.

     5.  Due Diligence and Title Matters.

          5.1. Due Diligence Deliveries By Seller . On or prior to the Effective Date, Seller provided Buyer copies of, or access to, all title information, surveys, environmental reports, physical inspection reports, warranties, permits, copies of all leases and contracts affecting the Property, engineering reports, current operating statements, current tax bill, insurance policies (including statements of premium due),

the Existing Loan Documents (as hereinafter defined), utility bills and any and all other pertinent data which it has in its possession or control, including without limitation those items received from the immediate predecessor-in-title to the Property in connection with Seller’s due diligence investigation of the Property (collectively, the “Due Diligence Items”) for review by Buyer. Except as expressly provided in this Agreement, Seller makes no representation whatsoever regarding the accuracy or completeness of any of the Due Diligence Items delivered to Buyer pursuant to this Section.

          5.2. Due Diligence Investigation . From the Effective Date until the date which is thirty (30) days after the Effective Date (the “Due Diligence Period”), Buyer may investigate and research and approve or disapprove of the physical, developmental, and economic status and feasibility of the Property. The matters subject to Buyer’s approval under this Section include, but shall not be limited to, marketing studies, land use and legal due diligence, engineering studies, soils tests, physical inspections, and environmental surveys with respect to the Property. In order to facilitate Buyer’s investigation and analysis under this Section 5.2, Seller grants Buyer the right to conduct such inspections, reviews, examinations, and tests on the Property as Buyer deems necessary or desirable to investigate the physical condition of the Property, as well as access to relevant information relating to the Property within Seller’s possession or control (but, except as expressly provided in this Agreement, Seller makes no representation regarding the accuracy or completeness of such information). On or before the expiration of the Due Diligence Period, Buyer shall notify Seller as to which of the Contracts it shall assume at Closing.

     Seller and Buyer acknowledge and agree that the existing tenant currently occupying the Property (the “Existing Tenant”) is scheduled to vacate the Property on or before August 13, 2006 (subject to removal of personal property by August 31, 2006). In the event the Existing Tenant has not vacated the Property and the Existing Tenant’s personal property is not removed on or before the expiration of the Due Diligence Period, (a) the Due Diligence Period shall be extended on a day-for-day basis until such time as the Existing Tenant does in fact vacate the Property and the Existing Tenant’s personal property is removed, and (b) in the event the Due Diligence Period is extended past September 30, 2006 in accordance with the prior clause, the Closing Date shall automatically be extended on a day-for-day basis for the number of days equal to the number of days following September 30, 2006 that the Existing Tenant remains in possession of the Property.

     Buyer shall have the right in its sole and absolute discretion, which right shall be exercised by Buyer providing written notice to Seller and Escrow Agent on or before the expiration of the Due Diligence Period, to terminate this Agreement for any reason or no reason, in which event (a) neither Buyer nor Seller will have any further obligation to the other party under this Agreement (except to the extent of any indemnities under this Agreement with respect to events occurring before such termination, which indemnities shall survive any such termination), and (b) Escrow Agent shall, without requiring any further instructions, immediately return the Deposit plus any interest accrued thereon to Buyer. If Buyer has not so notified Seller and terminated this Agreement on or before the expiration of the Due Diligence Period, then, subject to its termination rights under Sections 5.3, 5.4 and 17 hereof, Buyer shall be obligated to proceed to close the transaction contemplated by this Agreement in accordance with its terms.

          5.3. Status of Title and Survey . Buyer may obtain at its sole cost and expense an ALTA/ACSM survey of the Property (the “Survey”) and a commitment for Title Insurance (the “Title Commitment”) for an ALTA Owner’s Policy to be issued by a title insurance company of Buyer’s choice (the “Title Company”). Buyer shall have until the expiration of the Due Diligence Period (such date for Buyer’s approval or disapproval of status of title, the “Title Approval Date”) to approve or disapprove title matters. If Buyer disapproves of any of the matters shown in the Title Commitment or the Survey

(which shall also include UCC-1 Financing Statements filed with the Florida Secretary of State) (“Disapproved Title Exceptions”) before the Title Approval Date and evidences its disapproval by giving written notice (“Buyer’s Title Notice”) of its disapproval to Escrow Agent and Seller on or before the Title Approval Date, then on or before ten (10) days after the Title Approval Date, Seller shall notify Buyer of those Disapproved Title Exceptions that Seller shall cause to be deleted from the Title Policy (as defined below) or Survey, as applicable (the “Seller’s Response Notice”); provided, however that Seller shall be obligated to cause all Monetary Encumbrances (as hereinafter defined) to be satisfied by Seller (or otherwise transferred to bond) at or prior to Closing; provided, further, however, that if Seller fails to provide the Seller’s Response Notice within ten (10) days following Seller’s receipt of the Buyer’s Title Notice, Seller shall be deemed to have elected not to cure any of the Disapproved Title Exceptions (other than any Monetary Encumbrances which it is obligated to cure). Within ten (10) days following Buyer’s receipt of the Seller’s Response Notice (or twenty (20) days following Seller’s receipt of the Buyer’s Title Notice to the extent Seller fails to send a Seller’s Response Notice), Buyer may, by written notice to Seller and Escrow Agent, either (a) waive its prior disapproval of the remaining Disapproved Title Exceptions, in which event such remaining Disapproved Title Exceptions shall cease to be Disapproved Title Exceptions, or (b) terminate this Agreement, in which event (i) neither Buyer nor Seller will have any further obligation to the other party under this Agreement (except to the extent of any indemnities under this Agreement with respect to events occurring before such termination, which indemnities shall survive any such termination), and (ii) Escrow Agent shall, without requiring any further instructions, immediately return the Deposit plus any interest accrued thereon to Buyer; provided, however, that Buyer’s failure to provide written notice within the ten (10) day period shall be deemed to be a waiver of the remaining Disapproved Title Exceptions. Buyer shall have the continuing right to receive updates of, or endorsements to, the Title Commitment and Survey and Seller shall be obligated to remove at or prior to Closing all new matters which may be raised as objections by Buyer, unless the same are caused by Buyer.

          5.4. Owner’s Policy . On or before the Closing, Title Company must be prepared to issue to Buyer an Owner’s Policy of Title Insurance for the Property (the “Title Policy”) effective as of the Closing Date, collectively insuring Buyer in the amount of the Purchase Price that fee simple title to the Property will be vested in Buyer upon Closing, subject to (a) liens for taxes and assessments not yet due and payable or delinquent, (b) those exceptions to title described in the Title Commitment other than the Disapproved Title Exceptions, and (c) those matters appearing in any updates of, or endorsements to, the Title Commitment to the extent the same are caused by Buyer. Except as specifically provided in Section 5.3 above or the following sentence, Seller shall not be in default under this Agreement and shall not be liable to Buyer for the failure to remove any item identified by the Title Company as an exception to title. Seller shall only be in default under this Agreement with respect to title issues if Seller fails to cause the removal from the Title Policy of (i) a Monetary Encumbrance, or (ii) any matter appearing in the chain of title after the effective date of the Title Commitment and shown as an exception in an endorsement to, or update of, the Title Commitment or the Survey, unless the same is caused by Buyer, in which event Buyer shall be entitled to all legal and equitable remedies available to Buyer due to Seller’s default. As used in Sections 5.3 and 5.4, “Monetary Encumbrance” means a lien upon the Property, including without limitation mechanic’s or construction lien claims, that can be fully satisfied and removed as an exception to title (as determined by Title Company) by the payment of a liquidated amount of money.

          5.5. Pre-Closing Occupancy . Within thirty (30) days following the expiration of the Due Diligence Period, Buyer or its permitted assignee hereunder shall enter into a lease with Seller (in the form of that contained in Exhibit “B ” attached hereto and by this reference made a part hereof (the “Occupancy Agreement”)) to occupy the Property from that date (the “Date of Occupancy”) until Closing (the date of execution of such Occupancy Agreement shall be the Commencement Date (as

therein defined)); provided, however, that (i) Buyer has not terminated this Agreement pursuant to Section 5.3 hereof; (ii) Buyer is not in default under this Agreement and the Additional Deposit has been received by Escrow Agent; (iii) this Agreement has not been terminated in accordance with its terms, (iv) the Occupancy Agreement shall be triple net (net, net, net) and shall provide that Buyer shall pay for all operating expenses associated with the Property, including real estate taxes, casualty and public liability insurance, utilities, janitorial expenses and maintenance costs; provided, however, that in no event shall Buyer be responsible for making any debt service or other payments under the Existing Loan or any capital repairs or improvements to the Property; and (v) Buyer shall take occupancy of the Property pursuant to the Occupancy Agreement “as is”, without any representations or warranties of any kind, except as expressly set forth in this Agreement, and that Buyer’s taking possession of the Property shall be conclusive evidence that the Property is in a condition acceptable to the Buyer in accordance with the terms and conditions of this Agreement as of the Date of Occupancy. The occurrence of an Event of Default (as such term is defined in the Occupancy Agreement) under the Occupancy Agreement shall be a default under this Agreement, and the occurrence of a default under this Agreement shall be an Event of Default (as such term is defined in the Occupancy Agreement) under the Occupancy Agreement, it being the intention of Buyer and Seller to cross-default this Agreement and the Occupancy Agreement so that a default (beyond any applicable notice and cure periods) under one is a default under the other. Further, in the event that this Agreement terminates in accordance with its terms, the Occupancy Agreement shall automatically terminate as of such date.

     6.  Buyer’s Deliveries . Buyer shall deliver to Escrow Agent, on or before the day before the Closing Date, for disbursement, delivery and recordation, as provided in this Agreement, the following funds, instruments, and documents, the delivery of which is material to the consummation of the transaction contemplated by this Agreement:

          6.1. Funds . Immediately available funds in the amount required of Buyer under this Agreement, including sufficient funds to meet Buyer’s obligations under Sections 4.3, 9 and 10.

          6.2. Evidence of Authorization . Evidence in form and substance reasonably satisfactory to the Title Company and Seller and its legal counsel that Buyer is authorized to enter into and consummate the transactions contemplated by this Agreement.

          6.3. Termination of Occupancy Agreement . Two executed counterparts of a termination of the Occupancy Agreement effective as of the Closing Date.

          6.4 Assignment and Assumption of Contracts . Two executed counterparts of an Assignment and Assumption of Contracts in the form attached hereto as Exhibit “C” duly executed by Buyer assuming those Contracts which Buyer has elected to assume pursuant to Section 5.2 hereof.

          6.5. Settlement Statement . Two executed counterparts of a settlement statement reflecting the prorations and adjustments required pursuant to this Agreement.

          6.6. Other Documents . Any documents reasonably required of Buyer in order to consummate the subject transaction pursuant to this Agreement.

     7.  Seller’s Deliveries . Seller shall deliver to Escrow Agent on or before the day before the Closing Date, for disbursement, delivery and recordation, as provided in this Agreement, the following instruments and documents:

          7.1 Deed and Bill of Sale . A Special Warranty Deed in form satisfactory to the Title Company duly executed and acknowledged by Seller conveying all of Seller’s interest in the Real Property to Buyer (the “Deed”), and a Bill of Sale conveying all of Seller’s interest in the Personal Property to Buyer (“Bill of Sale”) duly executed by Seller.

          7.2. FIRPTA Affidavit . A FIRPTA affidavit duly executed and acknowledged by Seller certifying under penalty of perjury (a) Seller’s United States taxpayer identification number and (b) that Seller is not a foreign person, in accordance with Section 1445 of the Internal Revenue Code of 1986, as amended (the Foreign Investment in Real Property Tax Act).

          7.3 General Assignment . An Assignment of General Intangibles in the form attached hereto as Exhibit “D” duly executed by Seller assigning the General Intangibles to Buyer.

          7.4 Termination of Occupancy Agreement . Two executed counterparts of a termination of the Occupancy Agreement effective as of the Closing Date

          7.5 Assignment and Assumption of Contracts . Two executed counterparts of an Assignment and Assumption of Contracts in the form attached hereto as Exhibit “C” duly executed by Seller assigning those Contracts which Buyer has elected to assume pursuant to Section 5.2 hereof.

          7.6 Title Affidavit . An affidavit in form satisfactory to the Title Company duly executed and acknowledged by Seller certifying under penalty of perjury certifying (a) that there are no unpaid bills for labor, materials or services undertaken at or supplied to the Real Property by or upon order of Seller or its agents, and no labor, services or materials have been undertaken at or supplied to the Real Property, by or upon order of Seller or its agents which could be the basis for any claims against the Real Property; (b) that no Person other than the Buyer has any right or claim to possession of the Real Property, (c) that there has been no change in title to the Property from and after the most current effective date of the Title Commitment and there are no matters pending against Seller which could give rise to a lien that would attach to the Property, and (d) any other matters as are reasonably and customarily required to induce the Title Company to issue the Title Policy to the Buyer at Closing;

          7.7. Settlement Statement . Two executed counterparts of a settlement statement reflecting the prorations and adjustments required pursuant to this Agreement.

          7.8. Evidence of Authorization . Evidence in form and substance reasonably satisfactory to the Title Company and Buyer and its legal counsel that Seller is authorized to enter into and consummate the transactions contemplated by this Agreement.

          7.9. Other Documents . All other documents reasonably required of Seller by Title Company in order to consummate the subject transaction.

     8.  Closing . On the Closing Date, Escrow Agent shall promptly perform all of the following:

          8.1. Recording . Cause the Deed to be recorded in the public records of Miami-Dade County, Florida.

          8.2. Buyer’s Deliveries . Deliver to Seller all of the deliveries of Buyer made pursuant to Section 6 above.

          8.3. Seller’s Deliveries . Deliver to Buyer all of the deliveries of Seller made pursuant to Section 7 above.

          8.4. Costs and Prorations . Pay the costs and apply the prorations in accordance with Sections 9 and 10 below.

          8.5. Issuance of Owner’s Policy . Cause the Title Policy to be issued and delivered to Buyer.

          8.6. Disbursement of Purchase Price . Disburse to Seller (after making appropriate adjustments for costs and prorations as provided in this Agreement), all funds deposited with Escrow Agent by Buyer in payment of the Purchase Price.

     9.  Costs . Seller shall pay (a) all documentary stamp, surtax and transfer taxes payable in connection with the recordation of the Deed, and (b) the cost of recording the Deed and all documents required pursuant to this Agreement to clear title at Closing. Buyer shall pay (w) the cost of the title insurance premium for the Title Policy, (x) the costs associated with Buyer’s due diligence efforts in connection with its inspections of the Property, (y) the Commissions (as hereinafter defined), and (z) all costs associated with Buyer’s financing of the Purchase Price, including any fees payable in connection with any loan, appraisal, title policy, etc., and with any assumption by Buyer of the Existing Loan. Each party shall be responsible for its own attorney’s fees.

     10.  Prorations . The following shall be prorated between Buyer and Seller as of 12:01 A.M. on the Date of Occupancy, on the basis of the actual number of days during the month in which the Date of Occupancy occurs: utility charges, and rents. Delinquent rent shall not be prorated by Escrow Agent unless collected prior to Closing. In addition to the foregoing apportionments, Seller shall receive all other income accrued (including without limitation delinquent rent collected after Closing), and shall pay all other expenses accrued or incurred in connection with the ownership or operation of the Property before the Date of Occupancy, and Buyer shall receive all other income accruing, and shall pay all other expenses accrued or incurred in connection with the ownership or operation of the Property on or after the Date of Occupancy. Notwithstanding anything to the contrary in this paragraph, there shall be no proration of any amount received by Seller before the Date of Occupancy in connection with service contracts.

With respect to the proration of real property taxes and special assessments (“Taxes”), the parties acknowledge and agree that (a) if the Closing occurs prior to the date that 2006 taxes are paid, then the proration of Taxes shall be based on the 2006 tax bill and shall be prorated as of the Closing Date taking into account the maximum allowable discount for early payment and all amounts paid under paragraph 6(b) of the Occupancy Agreement, and (b) if the Closing occurs following the date that 2006 taxes are paid, then there shall be no proration of Taxes.

Buyer and Seller shall use their best efforts to complete all income and expense reconciliation to be performed outside of Escrow as soon as possible after Closing; provided, however that the parties agree

that they shall reprorate Taxes and all items of income and expense within thirty (30) days following written demand by the other party. The provisions of this Section 10 shall survive the Closing.

     11.  Failure to Close .

     If Closing does not occur by reason of Buyer’s timely and proper termination of this Agreement in accordance with Sections 5.2, 5.3, 5.4 and/or 17 hereof, Buyer is entitled to the immediate return of the

Deposit and all interest earned thereon upon delivery of written notice by Buyer to Escrow Agent. If Closing does not occur by reason of a default by Seller under this Agreement, including an Event of Default (as such term is defined in the Occupancy Agreement) under the Occupancy Agreement, Buyer shall have the following remedies, and hereby expressly waives all other remedies otherwise available to it at law or in equity: (i) the right to have this Agreement specifically performed; or (ii) the right to terminate this Agreement and receive a refund of the entire Deposit and any interest accrued thereon; or (iii) if the Seller has sold the Property thereby making the remedy of specific performance not available to Buyer, the right to bring suit against Seller for damages, provided, however, that Buyer’s suit for damages shall expressly exclude any claim for punitive damages. If this Agreement is terminated as provided in this Section, Buyer shall return to Seller, within two business days after the termination of this Agreement, all documents and Due Diligence Items and other materials provided by Seller or its agents to Buyer or its agents in connection with this Agreement or the Property and all copies thereof.

     12.  LIQUIDATED DAMAGES . THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH UPON THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IN THE EVENT THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES AND THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WILL BE REASONABLE, (III) IN THE EVENT OF SUCH BREACH, SELLER IS ENTITLED TO THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) BUYER’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS’ FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C).

SELLER’S INITIALS JI		BUYER’S INITIALS RA

     13.  Possession . Seller shall deliver possession of the Property to Buyer on the Date of Occupancy pursuant and subject to the Occupancy Agreement and subject to the terms and conditions herein. In the event of a conflict between the terms of the Occupancy Agreement and the terms and conditions of this Agreement, the terms and conditions of this Agreement shall govern and control.

     14.  Seller’s Representations and Warranties . The accuracy and completeness of the following constitute a condition to closing and Seller represents and warrants that the following is complete and accurate as of the Effective Date, and will be complete and accurate as of the Closing:

          14.1 Seller is duly organized, validly existing, and qualified to conduct its business and has the legal power, right and authority to enter into this Agreement and to consummate the transactions contemplated by

this Agreement and, except for any internal corporate/company approvals which may be required, which shall be received prior to Closing if required, Seller will have taken all requisite action in connection with entering into this Agreement and the consummation of the transactions contemplated by this Agreement and the individual executing this Agreement on behalf of Seller will have the legal power, right, and actual authority to bind Seller to the terms and conditions of this Agreement.

          14.2 Seller has not entered into any contracts, arrangements, licenses, concessions, easements, or other agreements, including, without limitation, service arrangements and employment agreements, either recorded or unrecorded, written or oral, with respect to the Property, or any portion thereof or the use thereof, other than the contracts set forth on Schedule 14.2 attached hereto (collectively, the “Contracts”). Seller has provided Buyer with true, correct and complete copies of the Contracts.

          14.3 Seller has no actual notice or knowledge of: (i) any pending improvement liens to be made by any governmental authority with respect to the Property; (ii) any violations of zoning ordinances or other governmental regulations with respect to the Property; (iii) any pending or threatened lawsuits with respect to the Property; or (iv) any pending or threatened condemnation proceedings with respect to the Property.

          14.4 Seller shall comply prior to the Closing Date with all laws, rules, regulations and ordinances of all governmental authorities having jurisdiction over the Property. Seller shall be responsible for and shall promptly pay all amounts owed for labor, materials supplied, services rendered and/or any other bills or amounts related to Seller and Seller’s ownership and/or operation of the Property; provided that this expressly does not include any and all such amounts owed by Buyer (i) under the Occupancy Agreement, or (ii) as a result of its performance of its due diligence investigations under this Agreement, or (iii) as a result of undertaking improvements at the Property permitted under the Occupancy Agreement.

          14.5 Prior to Closing, no portion of the Property or any interest therein shall be alienated, encumbered, conveyed or otherwise transferred, and Seller shall not enter into any contracts or letters of intent to sell the Property or any portion thereof. Furthermore, after the expiration of the Due Diligence Period, and provided that Buyer has not terminated this Agreement pursuant to Section 5.2 hereof, and this Agreement has not been otherwise terminated in accordance with its terms, Seller shall not market the Property.

          14.6 Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will: (i) result in a breach of, or default under, any agreement to which Seller is a party or by which the Property is bound, or (ii) violate any restrictions to which Seller is subject.

          14.7 Seller is not a “foreign person” within the meaning of the United States tax laws and to which reference is made in Internal Revenue Code Section 1445(b)(2). At Closing, Seller shall deliver to Buyer an affidavit to such effect, and also stating Seller’s taxpayer identification number and the Seller’s office address. Seller acknowledges and agrees that Buyer shall be entitled to fully comply with Internal Revenue Code Section 1445 and all related sections and regulations, as same may be modified and

          amended from time to time, and Seller shall act in accordance with all reasonable requirements of Buyer to effect such full compliance by Buyer.

          14.8 There are no leases or other occupancy agreements, either written or oral, which affect the Property and Seller has exclusive possession of the Property, except only for (i) the rights of the Existing Tenant; provided, however, that the Existing Tenant shall have no further rights of occupancy of the Property following August 31, 2006, (ii) the rights of the Buyer under the Occupancy Agreement; provided, however, that the Occupancy Agreement shall be terminated prior to Closing.

          14.9 Seller has filed, when due and in accordance with all applicable laws, all statements, reports, returns and forms required to be filed by Seller with respect to any sales tax due in connection with the Property and all sums (including any penalties) shown to be due on such statements, reports, returns and forms have been paid prior to the date of this Agreement or shall be paid prior to Closing. To Seller’s knowledge there are no pending examinations or audits of any such returns of Seller, and the results of any prior audits did not result in the assessment of any deficiencies or penalties which remain unpaid. The representations contained in this Section 14.9 shall survive the Closing for a period of no more than six (6) months.

          14.10 The Seller has no employees with respect to the Property.

          14.11 True, correct and complete copies of the loan documents in Seller’s possession or control, which evidence the Existing Loan (the “Existing Loan Documents”) have been provided to Seller. As of the Effective Date the outstanding principal balance of the Existing Loan is $4,637,948.83. To Seller’s knowledge, Seller is not in default under any of the Existing Loan Documents, and to Seller’s knowledge, no event has occurred which constitutes, or which with the passage of time or the giving of notice, or both, would constitute a default under or breach of any of the Existing Loan Documents or which would excuse performance by any parties thereto.

          14.12 To the best of Seller’s knowledge, all of the Due Diligence Items provided to Buyer are complete copies of the same in Seller’s possession or control.

          14.13 The Existing Tenant has vacated the Property as of August 13, 2006; provided, however, that as of the date of this Agreement the Existing Tenant’s personal property has not yet been removed from the Property.

          14.14 The minimum earned premium is equal to half (6 months) of the total annual premium due for the 12-month period from August 13, 2006, to August 12, 2007, and such amount is the maximum amount that would need to be paid if Seller’s insurance policy for the Property were terminated early.

          14.15 The provisions of this Section 14 shall survive the Closing for a period of six (6) months after the Closing.

     15.  Buyer’s Representations and Warranties . The accuracy and completeness of the following constitute a condition to closing and Buyer represents and warrants that the following is complete and accurate as of the Effective Date and shall be complete and accurate as of the Closing: Buyer is duly organized, validly existing, and qualified to conduct its business and has the legal power, right and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. Except for any internal corporate approvals which may be required, which shall be received prior to the expiration of the Due Diligence Period if so required, all requisite action (corporate, partnership, trust or otherwise) has been taken by Buyer in connection with entering into this Agreement and the consummation of the transactions contemplated by this Agreement. The individual executing this Agreement on behalf of Buyer has the legal power, right, and actual authority to bind Buyer to the terms and conditions of this Agreement. This Agreement and all documents required by this Agreement to be executed by Buyer are and are valid, legally binding obligations of and enforceable against Buyer in accordance with their terms.

     16.  Seller’s Covenants prior to Closing.

          16.1 Seller shall not modify the agreement with the Existing Tenant or any of the Contracts or enter into any new lease (whether written or oral), contract or other agreement affecting the Property or

any portion thereof or the use thereof, without the prior written consent of the Buyer, which consent may be withheld in Buyer’s sole and absolute discretion; provided, however, that no consent shall be needed for Seller to enter into a service contract so long as (x) it is terminable upon no more than thirty (30) days prior written notice, (y) Seller terminates the same prior to Closing, and (z) Seller provides Buyer with a copy of such service contract immediately following full execution of such contract. With respect to those Contracts which Buyer does not elect to assume prior to Closing, (a) Seller shall cause such Contracts to be terminated effective as of the Closing Date, and (b) Seller shall be responsible for any and all costs in connection with such terminations.

          16.2 Prior to the Date of Occupancy and subject to the provisions of Section 16.1 above, Seller shall operate the Property in the ordinary course of business prior to Date of Occupancy in the same manner as it is currently operating the Property, and shall maintain the Property in the same condition, wear and tear excepted. Subject to the provisions of paragraph 8 of the Occupancy Agreement, Seller shall continue to keep the Property fully insured with Seller’s existing coverage.

          16.3 Seller shall use its best efforts to cause the Existing Tenant’s personal property to be removed from the Property prior to the expiration of the Due Diligence Period.

     17.  Condemnation; Destruction .

          17.1 If, before the Closing, a portion of the Property is taken by eminent domain (or is the subject of a pending or contemplated taking which has not been consummated), and suchtaking adversely affects access to the Property or the Buyer’s intended use of the Property, then Buyer shall have the option to either (a) terminate this Agreement upon written notice to Seller and Escrow Agent given no later than ten (10) days after Buyer receives notice thereof, in which event (i) neither Buyer nor Seller shall have any further rights or obligations under this Agreement (except to the extent of any indemnities under this Agreement with respect to events occurring before such termination, which indemnities shall survive any such termination), and (ii) Escrow Agent shall, without requiring any further instruction from Seller, immediately return to Buyer the Deposit and all interest accrued thereon, or (b) proceed with the Closing in which case Buyer shall be entitled to all condemnation awards and settlements. If such taking does not adversely affect access to the Property or the Buyer’s intended use of the Property, Buyer shall proceed to close this transaction in accordance with this Agreement, without modification of the terms of this Agreement, in which case Buyer shall be entitled to all condemnation awards and settlements.

          17.2 If the Property is damaged by fire or other casualty on or before the Closing Date, Seller immediately shall notify Buyer of such damage, or if Buyer is occupying the Property pursuant to the Occupancy Agreement, Buyer shall immediately notify Seller of such damage. If the cost of repair or the impairment to the value of the Property is less than $750,000 (as estimated by a licensed engineer or independent contractor reasonably acceptable to Buyer and Seller), Buyer and Seller shall proceed to close this purchase and sale transaction in accordance with this Agreement, without modification of its terms, in which event Buyer shall be entitled to an assignment of the proceeds of all insurance relating to such fire or other casualty (which shall include half of all deductibles payable related to any claim for insurance proceeds, provided, however, that Buyer shall be responsible for paying all the deductible payable (on any claim) up to an amount equal to fifty percent (50%) of the maximum deductible payable under Seller’s insurance coverage (that is, 50% of $337,150.00) before Seller shall be obligated to pay the balance, if any, of the deductible payable). If the cost of repair of the Property so damaged, or the impairment to the value of the Property exceeds $750,000 (as estimated by a licensed engineer or independent contractor reasonably acceptable to Buyer and Seller), Buyer may either (a) terminate this Agreement and receive the return of the Deposit, in which case neither party will have any additional

rights or obligations under this Agreement, or (b) elect to proceed to close this transaction in accordance with this Agreement, without modification of the terms of this Agreement, in which case Buyer is entitled to an assignment of the proceeds of all insurance relating to such fire or other casualty (which shall include half of all deductibles payable related to any claim for insurance proceeds, provided, however, that Buyer shall be responsible for paying all the deductible payable (on any claim) up to an amount equal to fifty percent (50%) of the maximum deductible payable under Seller’s insurance coverage (that is, 50% of $337,150.00) before Seller shall be obligated to pay the balance, if any, of the deductible payable).

     18.  Brokers . Seller and Buyer each represents and warrants to the other that there are no real estate brokers involved in this transaction other than Antonio Puente, as agent of CB Richard Ellis, Inc., and Fairchild Partners, Inc. (the “Brokers”) and that neither has dealt with, negotiated through or communicated with any other broker in connection with this transaction. Upon Closing, Buyer shall be responsible for the payment of real estate brokerage commissions to the Brokers each in the amount of $233,750.00 (for a total of $467,500) (the “Commissions”). Seller and Buyer each agrees to and does hereby indemnify and hold the other harmless from and against the payment of any commission to any person or entity claiming by, through or under Seller or Buyer, as applicable. The representations, warranties and agreements contained in this Section 18 shall extend to any and all claims, liabilities, costs and expenses (including reasonable attorneys’ fees and litigation costs) arising as a result of such claims and shall survive the Closing.

     19.  No Reliance — As-Is . Buyer acknowledges that it is purchasing the Property in reliance solely on: (i) Buyer’s inspection of the Real Property, the Personal Property and the Improvements; (ii) Buyer’s independent verification of the truth of any documents made available to Buyer; and (iii) the opinions and advice concerning the Property of consultants and attorneys engaged by Buyer. Buyer acknowledges that before the expiration of the Due Diligence Period Buyer will have performed all of its due diligence investigations of and with respect to the Property as Buyer deems appropriate, including engineering studies, soils tests, environmental surveys and testing, physical inspections, ALTA or other surveys, and market analyses as well as Buyer’s evaluation of the condition and status of the Personal Property and Improvements and the operation and future prospects of the Property. Upon the date that Buyer takes occupancy of the Property pursuant to the Occupancy Agreement, Buyer accepts the Property and all matters relating to the Property in their “as is” condition or status as of the Closing Date, including such matters as: soils and geological condition, topography, area and configuration of the Real Property; the age and condition of the Improvements and Personal Property; the existence of any hazardous or toxic substances or materials, construction defects or other matters which would or could necessitate abatement or remediation action by the Property’s owner; any physical or mechanical defects in the Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection of the Property, the zoning and other land use regulations applicable to the Property; and any other matter relating to the Property including, but not limited to, value, title, income, feasibility, cost, marketing and investment return. Buyer acknowledges and agrees that Seller is not making any express or implied warranties or representations of any kind or character with respect to the Property except for those representations and warranties expressly set forth in this agreement or in the documents delivered to buyer at closing. In particular but not by way of limitation, except as expressly

set forth in this Agreement or in the documents delivered to buyer at closing, Seller makes no warranty or representation, express or implied, relating to compliance of the Improvements with current building codes, including without limitation those relating to updated or revised standards for plumbing, electrical, structural or environmental matters. Buyer warrants and represents that it has not relied on and will not rely on, either directly or indirectly, any warranty or representation of Seller not explicitly set forth in this Agreement.

     20.  Indemnity . In consideration of Seller’s permission to Buyer and its agents to perform investigations and testing on and about the Property, Buyer shall defend, indemnify and hold harmless Seller, Seller’s officers, employees, agents, contractors, successors, assigns, and affiliates (collectively, the “Indemnitees”), and the Property from all claims, costs, liens, actions and judgments (including Seller’s attorneys’ fees and defense costs) resulting from Buyer’s investigation of the Property, its attempts to obtain any regulatory approvals in connection with the Property, or otherwise caused by Buyer or any of its employees, agents or independent contractors. Buyer shall, at Buyer’s sole cost, promptly repair any damage resulting from its activities on the Property and restore the Property to their condition before Buyer or any of its agents first entered the Property. If the Closing does not occur on or before the Closing Date for any reason other than a breach of this Agreement by Seller, Buyer shall provide Seller, at no cost to Seller, copies of all reports and materials derived from Buyer’s investigation of the Property.

     21.  Like-Kind Exchange . Buyer shall cooperate with Seller in effecting a tax deferred exchange of the Property under Section 1031 of the Internal Revenue Code so long as no unreimbursed additional costs or liabilities are incurred by Buyer. Likewise, Seller shall cooperate with Buyer in effecting a tax deferred exchange of the Property under Section 103 of the Internal Revenue Code so long as no unreimbursed additional costs or liabilities are incurred by Seller.

     22.  Special Assessments . Any and all certified, confirmed and ratified special assessment liens as of the Date of Occupancy (and not as of the Closing Date) shall be paid by Seller. Pending liens as of the Date of Occupancy shall, at Closing, be assumed by Buyer.

     23.  Waiver of Trial by Jury . Seller and Buyer hereby voluntarily, knowingly, and intentionally waive any and all rights to trial by jury in any legal action or proceeding arising under or in connection with this Agreement.

     24.  Further Assurances . Each party to this Agreement shall execute and deliver all instruments and documents and take all actions as may be reasonably required or appropriate to carry out the purposes of this Agreement.

     25.  Counterparts and Exhibits . This Agreement may be executed in counterparts, each of which is deemed an original and all of which together constitute one document. All exhibits attached to and referenced in this Agreement are incorporated into this Agreement.

     26.  Time of Essence . Time and strict and punctual performance are of the essence with respect to each provision of this Agreement.

     27.  Attorney’s Fees . The prevailing party in any litigation, arbitration, mediation, bankruptcy, insolvency or other proceeding (“Proceeding”) relating to the enforcement or interpretation of this Agreement may recover from the unsuccessful party all costs, expenses, and actual attorney’s fees

(including expert witness and other consultants’ fees and costs) relating to or arising out of (a) the Proceeding (whether or not the Proceeding proceeds to judgment), and (b) any post-judgment or post-award proceeding including, without limitation, one to enforce or collect any judgment or award resulting from the Proceeding. All such judgments and awards shall contain a specific provision for the recovery of all such subsequently incurred costs, expenses, and actual attorney’s fees. The provisions of this Section 27 shall survive the Closing.

     28.  Governing Law, Venue and Jurisdiction . This Agreement is governed by and construed in accordance with the laws of the State of Florida, irrespective of Florida’s choice-of-law principles. Notwithstanding the location of the Property, all actions and proceedings arising in connection with this Agreement shall be tried and litigated exclusively in the State courts located in the County of Miami-Dade, State of Florida, which courts have personal jurisdiction and venue over each of the parties to this Agreement for the purpose of adjudicating all matters arising out of or related to this Agreement. Each party authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by this paragraph by registered or certified mail, return receipt requested, postage prepaid, to its address for the giving of notices set forth in this Agreement.

     29.  Modification . This Agreement may be modified only by a contract in writing executed by the party to this Agreement against whom enforcement of the modification is sought.

     30.  Prior Understandings . This Agreement and all documents specifically referred to and executed in connection with this Agreement: (a) contain the entire and final agreement of the parties to this Agreement with respect to the subject matter of this Agreement, and (b) supersede all negotiations, stipulations, understandings, agreements, representations and warranties, if any, with respect to such subject matter, which precede or accompany the execution of this Agreement.

     31.  Interpretation . Whenever the context so requires in this Agreement, all words used in the singular may include the plural (and vice versa) and the word “person” includes a natural person, a corporation, a firm, a partnership, a joint venture, a trust, an estate or any other entity. The terms “includes” and “including” do not imply any limitation. No remedy or election under this Agreement is exclusive, but rather, to the extent permitted by applicable law, each such remedy and election is cumulative with all other remedies at law or in equity. The paragraph and section headings in this Agreement: (a) are included only for convenience, (b) do not in any manner modify or limit any of the provisions of this Agreement, and (c) may not be used in the interpretation of this Agreement. Each provision of this Agreement is valid and enforceable to the fullest extent permitted by law. If any provision of this Agreement (or the application of such provision to any person or circumstance) is or becomes invalid or unenforceable, the remainder of this Agreement, and the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, are not affected by such invalidity or unenforceability. For purposes of this Agreement, the term “day” means any calendar day and the term “business day” means any calendar day other than a Saturday, Sunday or any other day designated as a national holiday under federal law. Any act permitted or required to be performed under this Agreement upon a particular day which is not a business day may be performed on the next business day with the same effect as if it had been performed upon the day appointed.

     32.  Successors-in-Interest and Assigns . Buyer may not assign its rights under this Agreement to any person or entity, without the prior written consent of Seller which consent may be withheld in Seller’s sole and absolute discretion; provided, however, that no consent shall be needed with respect to any transfer by Buyer to an entity in which the majority of the controlling or managing ownership interests are owned by Buyer or by the principal owners of Buyer or by joint venture arrangement in which Buyer

is a principal member. Buyer shall promptly notify Seller of any such assignment and shall provide to Seller with such notification a copy of the assignment agreement. No assignment by Buyer of any of its rights or obligations under this Agreement relieves Buyer of any of its obligations under this Agreement unless Seller expressly agrees to such release in writing. Any purported assignment in violation of the terms of this Agreement shall be void Subject to the foregoing, this Agreement is binding on and inures to the benefit of the successors-in-interest and assigns of each party to this Agreement.

     33.  Notices . Each notice and other communication required or permitted to be given under this Agreement (“Notice”) must be in writing. Notice is duly given to another party upon: (a) hand delivery to the other party, (b) receipt by the other party when sent by facsimile to the address and number for such party set forth below (provided, however, that the Notice is not effective unless a duplicate copy of the facsimile Notice is promptly given by one of the other methods permitted under this paragraph), (c) three business days after the Notice has been deposited with the United States postal service as first class certified mail, return receipt requested, postage prepaid, and addressed to the party as set forth below, or (d) the next business day after the Notice has been deposited with a reputable overnight delivery service, postage prepaid, addressed to the party as set forth below with next-business-day delivery guaranteed, provided that the sending party receives a confirmation of delivery from the delivery-service-provider.

Each party shall make a reasonable, good faith effort to ensure that it will accept or receive Notices to it that are given in accordance with this paragraph. A party may change its address for purposes of this paragraph by giving the other party(ies) written notice of a new address in the manner set forth above.

     34.  Waiver . Any waiver of a default or provision under this Agreement must be in writing. No such waiver constitutes a waiver of any other default or provision concerning the same or any other provision of this Agreement. No delay or omission by a party in the exercise of any of its rights or remedies constitutes a waiver of (or otherwise impairs) such right or remedy. A consent to or approval of an act does not waive or render unnecessary the consent to or approval of any other or subsequent act.

     35.  Drafting Ambiguities . Each party to this Agreement and its legal counsel have reviewed and revised this Agreement. The rule of construction that ambiguities are to be resolved against the drafting party or in favor of the party receiving a particular benefit under an agreement may not be employed in the interpretation of this Agreement or any amendment to this Agreement.

     36.  Third Party Beneficiaries . Nothing in this Agreement is intended to confer any rights or remedies on any person or entity other than the parties to this Agreement and their respective successors-in-interest and permitted assignees.

     37.  Radon Gas Notice . Pursuant to Section 404.056(8), Florida Statutes, Seller hereby makes, and Buyer hereby acknowledges, the following notification:

     RADON GAS: 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.

     38.  Confidentiality . Buyer and Seller shall keep confidential and shall not disclose (i) the terms of the transaction contemplated by this Agreement, including, without limitation, the Purchase Price and all other financial terms, or (ii) the Due Diligence Items or the information contained in them, without the prior written consent of the other except (1) to Buyer’s and Seller’s respective directors, officers, partners,

     members, employees, legal counsel, accountants, engineers, architects, financial advisors, lender(s) and similar professionals and consultants to the extent such party deems it necessary and appropriate in connection with the transaction contemplated hereby, (2) where such information is not a part of the public domain, or (3) as otherwise required by law or regulation.

     39.  Instructions to Escrow Agent . This Agreement constitutes instructions to Escrow Agent.

          39.1 Escrow Agent shall not be bound in any way by any other agreement or contract between Seller and Buyer, whether or not Escrow Agent has knowledge thereof. Escrow Agent’s only duties and responsibilities with respect to the Deposit shall be to hold the Deposit and other documents delivered to it as agent and to dispose of the Deposit and such documents in accordance with the terms of this Agreement. Escrow Agent may, at the expense of Seller and Buyer, consult with counsel and accountants in connection with its duties under this Agreement. Escrow Agent shall not be liable to the parties hereto for any act taken, suffered or permitted by it in good faith in accordance with the advice of counsel and

accountants. Escrow Agent shall not be obligated to take any action hereunder that may, in its reasonable judgment, result in any liability to it unless Escrow Agent shall have been furnished with reasonable indemnity satisfactory in amount, form and substance to Escrow Agent.

          39.2 Seller and Buyer hereby indemnify Escrow Agent and hold it harmless from and against any and all claims, liabilities, damages, costs, penalties, losses, actions, suits or proceedings at law or in equity, or any other expenses, fees, or charges of any character or nature, which it may incur or with which it may be threatened, directly or indirectly, arising from, or in any way connected with, this Agreement, and Buyer and Seller further indemnify Escrow Agent against any and all expenses, including attorneys’ fees and costs, whether suit be brought or not and whether at the pretrial, trial or appellate levels, and the cost of defending any action or resisting any claim, whether litigation is actually instituted.

          39.3 All parties to this Agreement acknowledge and agree that Escrow Agent shall not be liable to any party or person whomsoever for any action taken in good faith, including, but not limited to, the misdelivery to Buyer or Seller of documents or funds subject to escrow hereunder, unless such action, including misdelivery, shall be due to willful and malicious breach of this Agreement or gross negligence on the part of Escrow Agent. Escrow Agent is acting as a stakeholder only with respect to the Deposit. If there is any dispute as to whether Escrow Agent is obligated to deliver the Deposit or as to whom the Deposit is to be delivered, Escrow Agent shall not make any delivery, but shall hold the Deposit until receipt by Escrow Agent of an authorization in writing, signed by all the parties having an interest in the dispute, directing the disposition of the Deposit, or, in the absence of authorization, Escrow Agent shall hold the Deposit until the final determination of the rights of the parties in an appropriate proceeding. Escrow Agent shall have no responsibility to determine the authenticity or validity of any notice, instruction, instrument, document or other item delivered to it, and it shall be fully protected in acting in accordance with any written notice, direction or instruction given to it under this Agreement and believed by it to be authentic. If written authorization is not given, or proceedings for a determination are not begun, within thirty (30) days after the Closing Date and diligently continued, Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit the Deposit with a court of the State of Florida pending a determination. Escrow Agent shall be reimbursed for all costs and expenses of any action or proceeding, including, without limitation, attorneys’ fees and disbursements incurred in its capacity as Escrow Agent, by the party determined not to be entitled to the Deposit. Upon making delivery of the Deposit in the manner provided in this Agreement, Escrow Agent shall have no further liability hereunder. In no event shall Escrow Agent be under any duty to institute, defend or participate in any proceeding that may arise between Seller and Buyer in connection with the Deposit. The parties recognize that the Escrow Agent is the law firm representing Buyer, and hereby agree that such law firm may continue to represent Buyer in any litigation pursuant to this Agreement. The Escrow Agent shall not be liable for any failure of the depository.

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IN WITNESS WHEREOF , this Agreement has been executed by Buyer and Seller on the dates shown below.

SELLER :

7007 PALMETTO INVESTMENTS, LLC
a Florida limited liability company

Date: August 24, 2006

BUYER :

SPANISH BROADCASTING SYSTEM, INC. ,
a Delaware corporation

Date: August 24, 2006

BROKERS’ ACKNOWLEDGMENT

The undersigned real estate brokers acknowledge and agree that neither is entitled to any commission or other compensation in connection with this Agreement or the Property unless and until the sale transaction contemplated by the foregoing Agreement is consummated. The undersigned waive any claims against Seller for and agree to hold Seller harmless from any compensation arising out of this transaction.

CB Richard Ellis, Inc.		Fairchild Partners, Inc.
By: /s/ Scott Sime		By: /s/ Jose I. Juncadella
Name: Scott Sime		Name: Jose I. Juncadella
Title: Managing Director		Title: President

/s/ Antonio Puente
Antonio Puente, Agent of CB Richard Ellis, Inc.

CONSENT AND ACCEPTANCE OF ESCROW AGENT

The undersigned acknowledges having received an executed original of this Agreement (or counterparts thereof) and the Deposit on _______________________, 2006.

The undersigned hereby consents to and accepts the instructions set forth in the above Agreement for Purchase and Sale.

     Greenberg Traurig, P.A.

By: /s/ Joel Goldman
Name: Joel Goldman
Title: Shareholder

EXHIBIT 10.2

AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE

      THIS AMENDMENT (“Amendment”) is made as of the 25 ^th day of September, 2006, by and between 7007 PALMETTO INVESTMENTS, LLC, a Florida limited liability company (“Seller”) and SPANISH BROADCASTING SYSTEM, INC., a Delaware corporation (“Buyer”) (Buyer and Seller, together, the “Parties”).

W H E R E A S :

     A. The Parties entered into that certain Agreement for Purchase and Sale, dated as of August 24, 2006 (the “Agreement”) for the real property located at 7007 N.W. 77 ^th Avenue, Miami, Florida, and a parcel of vacant land adjacent to it, as more fully described in the Agreement.

     B. The Parties desire to amend the Agreement in certain respects as set forth below.

      NOW, THEREFORE , in consideration of the mutual promises and agreements below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby further agree as follows:

     1. The foregoing recitals are true and correct and are incorporated herein in their entirety.

     2. This Amendment shall be deemed a part of, but shall take precedence over and supersede any provisions to the contrary contained in the Agreement. All initial capitalized terms used in this Amendment shall have the same meaning as set forth in the Agreement unless otherwise provided.

     3. The Parties agree that the Due Diligence Period is hereby extended for an additional thirty (30) days and shall expire on Wednesday, October 25, 2006 at 6:00 p.m., Miami, Florida time.

     4. Section 5.5 of the Agreement is hereby modified to provide that to the extent the Buyer does not elect to terminate the Agreement prior to the expiration of the Due Diligence Period, Buyer or its permitted assignee under the Agreement shall, prior to the expiration of the Due Diligence Period, enter into the Occupancy Agreement to occupy the Property from the expiration of the Due Diligence Period until Closing.

     5. This Amendment may be executed in several counterparts, each of which shall be deemed an original, but all constituting only one agreement. Facsimile copies of this Amendment shall be deemed to have the same force and effect as original hard copies of the same.

     6. Except as specifically modified hereby, all of the provisions of the Agreement which are not in conflict with the terms of this Amendment shall remain in full force and effect.

     IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE

      THIS SECOND AMENDMENT (“Amendment”) is made as of the 25 ^th day of October, 2006, by and between 7007 PALMETTO INVESTMENTS, LLC, a Florida limited liability company (“Seller”) and SBS MIAMI BROADCAST CENTER, INC., a Delaware corporation (“Buyer”) (Buyer and Seller, together, the “Parties”).

W H E R E A S :

     A. Spanish Broadcasting System, Inc., a Delaware corporation (“SBS”) and Seller entered into that certain Agreement for Purchase and Sale, dated as of August 24, 2006, as amended by that certain Amendment to Agreement for Purchase and Sale, dated as of September 25, 2006 (as amended, the “Agreement”) for the real property located at 7007 N.W. 77 ^th Avenue, Miami, Florida, and a parcel of vacant land adjacent to it, as more fully described in the Agreement.

     B. SBS assigned its interest in the Agreement to Buyer pursuant to that certain Assignment and Assumption of Agreement by and between SBS and Buyer of even date herewith.

     C. The Parties desire to amend the Agreement in certain respects as set forth below.

      NOW, THEREFORE , in consideration of the mutual promises and agreements below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby further agree as follows:

     1. The foregoing recitals are true and correct and are incorporated herein in their entirety.

     2. This Amendment shall be deemed a part of, but shall take precedence over and supersede any provisions to the contrary contained in the Agreement. All initial capitalized terms used in this Amendment shall have the same meaning as set forth in the Agreement unless otherwise provided.

     3. The form of Occupancy Agreement attached as Exhibit “B” to the Agreement is hereby deleted and replaced by the form of Occupancy Agreement attached hereto as Exhibit “A” and made a part hereof. All references in the Agreement to Exhibit B shall be deemed to refer to Exhibit A hereof.

     4. Seller hereby acknowledges receipt of Buyer’s title objection letter dated October 16, 2006, which included an objection to Buyer accepting title to the Property subject to that certain Memorandum of Agreement dated as of September 24 ^th , 1998, by and between Machinery Partners Finance, Ltd., a Florida limited partnership (“MPF”), ADP, Inc., a Delaware corporation, and N.W. 74 ^th Avenue Associates, a Florida

general partnership, recorded in Official Records Book 18304, at Page 0193, of the Public Records of Miami-Dade County, Florida (the “Roadway Improvements Memo”). In order to satisfy Buyer’s title objection to the Roadway Improvements Memo, Seller hereby agrees, at Seller’s sole cost and expense, to use commercially reasonable good faith diligent efforts to obtain from MPF prior to Closing (i) a recordable termination of the Roadway Improvements Memo in the form attached hereto as Exhibit “B” or in such other form as is reasonably acceptable to the Buyer (the “ Termination ”), and (ii) a replacement Easement Agreement in the form attached hereto as Exhibit “C” or such other form as is reasonably acceptable to the Buyer, which instrument shall grant to MPF a non-exclusive easement over the North 35 feet of the Property for pedestrian and vehicular access and provide for the reasonable sharing of the costs to maintain, repair and replace the existing roadway (which shall require MPF to fund no less than 50% of such costs) (the “ Easement Agreement ”). Buyer agrees to cooperate in good faith with Seller in Seller’s efforts to enter into the Termination and the Easement Agreement, provided Buyer shall incur no costs or liabilities in connection therewith. Seller agrees not to file any lawsuit against MPF prior to Closing. In the event Seller is unable to obtain and deliver on or before Closing the Termination and the Easement Agreement, the Seller shall deposit with the Escrow Agent at Closing an amount equal to $250,000.00 which will be held by Escrow Agent pursuant to the terms of a separate escrow agreement in the form attached hereto as Exhibit “D” .

     5. Seller acknowledges that the records of Miami-Dade County show that that there are open and/or expired permits (the “Open Permits”) against the Property as of the date hereof, as shown on Exhibit “E” attached hereto. Accordingly, Seller hereby agrees, at Seller’s sole cost and expense, to use commercially reasonable good faith diligent efforts to close out the Open Permits and provide reasonable evidence to Buyer of the final closure of the same. In the event that the Seller should fail to close out all of the Open Permits prior to Closing, Seller shall remain obligated hereunder to close out all of the Open Permits, and agrees to continue to use commercially reasonable good faith diligent efforts to close out the Open Permits after Closing, and to provide reasonable evidence to Buyer of the final closure of the same. The provisions of this paragraph 5 shall survive Closing.

     6. This Amendment may be executed in several counterparts, each of which shall be deemed an original, but all constituting only one agreement. Facsimile copies of this Amendment shall be deemed to have the same force and effect as original hard copies of the same.

     7. Except as specifically modified hereby, all of the provisions of the Agreement which are not in conflict with the terms of this Amendment shall remain in full force and effect.

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     IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

ASSIGNMENT AND ASSUMPTION OF AGREEMENT

     For Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, SPANISH BROADCASTING SYSTEM, INC., a Delaware corporation (“ Assignor ”), does hereby assign, transfer and convey unto SBS MIAMI BROADCAST CENTER, INC., a Delaware corporation (“ Assignee ”), all right, title and interest of Assignor in and to that certain Agreement for Purchase and Sale dated August 24, 2006 (the “ Agreement ”) by and between 7007 PALMETTO INVESTMENTS, LLC, a Florida limited liability company (“ Seller ”), and Assignor, as amended, including all deposits paid thereunder.

     Assignee joins in this Assignment for the purpose of assuming any and all of the obligations of Assignor under the Agreement.

     IN WITNESS WHEREOF, this Assignment has been duly executed by Assignor and Assignee as of this 25 ^th day of October, 2006.

LEASE

     This Lease (“Lease”) is entered into as of October 25 ^th , 2006, by and between 7007 PALMETTO INVESTMENTS, LLC. , a Florida limited liability company, whose post office address is 1500 San Remo Avenue, Suite 251, Coral Gables, Florida 33146 (“Landlord”), and SBS MIAMI BROADCAST CENTER, INC., a Delaware corporation, whose post office address is 2601 S. Bayshore Drive, PH 2, Miami, Florida 33133 (“Tenant”).

WITNESSETH:

     WHEREAS, Landlord, as seller, and Spanish Broadcasting System, Inc., (“SBS”) as buyer, entered into that Agreement for Purchase and Sale dated August 24, 2006, as the same has been amended and assigned to Tenant by that Assignment and Assumption of Agreement of even date herewith (collectively, the “Agreement”), for the purchase and sale of the Property (as such term is defined in Section 1.2 of the Agreement); the parties acknowledge and agree that the term “Premises” as used herein shall have the same meaning as the term “Property” as set forth in the Agreement; and

     WHEREAS, the Agreement provides that if it has not been terminated on or before the expiration of the Due Diligence Period (as such term is defined in the Agreement), and provided that certain other conditions have been satisfied as described in the Agreement, then Landlord and Tenant shall enter into a “triple net” lease to allow Tenant to take possession and occupy the Premises upon the expiration of the Due Diligence Period and prior to Closing (as such tem is defined in the Agreement);

     WHEREAS, the Due Diligence Period is set to expire simultaneously with the execution of this Lease, and all other conditions prerequisite to the occupancy of the Premises before Closing as provided in the Agreement have been satisfied or waived.

     NOW, THEREFORE, in consideration of the terms, conditions and mutual covenants set forth herein, the receipt and sufficiency of which are hereby acknowledged, and subject to the terms and conditions set forth in the Agreement, Landlord and Tenant agree as follows:

1. Recitals . The foregoing recitals are true and complete and are by this reference incorporated herein.

2. Definitions . The following terms used in this Lease shall have the meanings set forth below. Initially capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

     (a)  Base Rent : $5,166.67 per month (calculated based upon $1.00 per square foot of building space per year; i.e. 62,000 sq. feet) plus Florida sales tax.

     (b)  Brokers : See Paragraph 20 below.

     (c)  Commencement Date : October 25, 2006.

     (d)  Rent Commencement Date : November 25, 2006

     (e)  Expiration Date : The Closing Date (as such term is defined in the Agreement), or the date of earlier termination if sooner terminated pursuant to the terms of this Lease or the Agreement.

     (e)  Security Deposit : NONE.

3. Lease . Landlord leases to Tenant the Premises, and Tenant leases the Premises from Landlord, subject to the terms and conditions of this Lease. Tenant accepts the Premises in their “AS IS” condition, “with all faults,” and otherwise as in the condition described in Section 19 of the Agreement, which Agreement is by this reference incorporated herein. The Lease term (“Lease Term”) shall begin on the Commencement Date and end on the Expiration Date.

4. Use . Tenant shall use the Premises only for office purposes and any other lawful purposes. Tenant covenants that its use and occupation of the Premises shall be in compliance with all statutes, codes, rules, regulations, ordinances, orders, judgments, decrees, writs, permits, certificates, licenses, or other authorizations, directions or requirements of any federal, state, county, municipal, or other government or governmental instrumentality having jurisdiction or authority over Landlord, Tenant, and/or all or any part of the Premises (“Legal Requirements”). Tenant further covenants that it shall not cause the Premises to be used to generate, manufacture, dispose, transfer, produce, or process Hazardous Materials (as such term is defined below), except in compliance with Legal Requirements, nor cause a release of Hazardous Materials onto the Premises; Tenant shall comply with all applicable Legal Requirements related to Hazardous Materials. As used herein, “Hazardous Materials” are defined as any flammable explosives, radioactive materials, oil or petroleum products and their by products, asbestos, polychlorobiphenyls, hazardous materials, hazardous wastes, hazardous or toxic substances, or related materials as defined under or regulated by any Legal Requirements, including, without limitation, the following statutes and the regulations promulgated under their authority: (a) the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. §§ 9601 et seq.); (b) the Hazardous Materials Transportation Act, as amended (49 U.S.C. §§ 1801 et seq.); and (c) the Resource Conservation and Recovery Act of 1976, as amended (42 U.S.C. §§ 6901 et seq.).

5. Rent . From and after the Rent Commencement Date, Tenant shall pay the Base Rent and all sums payable under this Lease when due, without notice or demand, with applicable taxes thereon, to Landlord at 1500 San Remo Avenue, Suite 251, Coral Gables, Florida 33146, or at such other address as Landlord shall duly notify Tenant in writing. From and after December 1, 2006 (the “First Payment Date”), Base Rent is payable monthly in advance on or before the first of each calendar month during the Lease Term (prorated for partial months, if any). From and after the Rent Commencement Date, all costs and expenses that Tenant assumes or agrees to pay pursuant to this Lease shall be treated as additional rent (“Additional Rent”) and, in the event of nonpayment thereof, Landlord shall have all the rights and remedies provided in this Lease or otherwise provide by law. Except as expressly provided in this Lease or in the Agreement, Tenant shall have no right of set-off, counterclaim, abatement or reduction with respect to the payment of Rent, Additional Rent or any other payments due hereunder. The payment due on the First Payment Date shall include the Base Rent and Additional Rent attributable to the period between the Rent Commencement Date and the First Payment Date.

6. Net Net Net Lease . This is a triple net Lease and from and after the Rent Commencement Date, Landlord shall not be obligated to pay any charge whatsoever relating to the Premises, except as provided herein. From the Commencement Date through the Rent

Commencement Date, Tenant shall not be obligated to pay any charge whatsoever relating to the Premises.

          (a) Without intending to limit the foregoing, and subject to subparagraphs (b) and (c) below, Tenant hereby covenants to pay directly and be responsible for the timely payment and discharge of the following amounts from the Rent Commencement Date through the expiration of the Lease Term: (i) all taxes and assessments imposed or levied upon the Premises, or any portion thereof, (ii) all operating expenses of the Premises (including, without limitation, all charges for water, sewer, electricity and all other utilities, as well as for janitorial, landscaping and other contracted services), (iii) all maintenance expenses relating to the Premises (including, without limitation, all charges for labor, services and materials used in connection with any improvements, repairs or replacements made or to be made to the Premises), and (iv) all premium payments and other costs of insurance required to be maintained by Tenant pursuant to this Lease (including, without limitation, half of all deductibles payable related to any claim for insurance proceeds, provided, however, that Tenant shall be responsible for paying all the deductible payable (on any claim) up to an amount equal to fifty percent (50%) of the maximum deductible payable under Landlord’s insurance coverage (that is, 50% of $337,150.00) before Landlord shall be obligated to pay the balance, if any, of the deductible payable); provided, however, that in no event shall Tenant be responsible for making any debt service or other payments under the Existing Loan or any capital repairs or improvements to the Premises. The Landlord acknowledges and agrees that it shall be responsible for the timely payment of all debt service or other payments under the Existing Loan.

     (b) Further, however, and again without intending to limit the foregoing, from the Rent Commencement date through the expiration of the Lease Term Tenant shall pay a prorated share of the estimated 2006 real estate taxes monthly, in an amount equal to one twelfth (1/12) of the 2005 taxes, taking into account the maximum allowable discount for early payment, to be paid to Landlord together with the Base Rent. Within ten (10) days following the date the Landlord receives the 2006 tax bill for the Premises, the Landlord shall calculate the Tenant’s proportionate share of the 2006 taxes due from the Rent Commencement Date through December 31, 2006 taking into account the maximum allowable discount for early payment and the monthly payments already made by Tenant in accordance with the preceding sentence, and Landlord shall thereafter provide Tenant with written notice thereof showing the excess amount, if any (the “Reconciliation Amount”), due from Tenant and the calculations used to come up with the Reconciliation Amount. Tenant shall pay Landlord the Reconciliation Amount within ten (10) days following its receipt of the written notice setting forth such amount and Landlord shall thereafter pay the 2006 taxes prior to its delinquency. Notwithstanding anything to the contrary contained herein, the parties acknowledge and agree that following the time that Tenant pays the Reconciliation Amount to Landlord, Tenant shall no longer be responsible for paying any additional amounts to Landlord in accordance with this paragraph 6(b).

     (c) Further, however, and again without intending to limit the foregoing, Tenant acknowledges and understands that Landlord has already obtained and paid for a policy or policies of commercial liability, casualty/property insurance coverage for the Premises. Accordingly, from the Rent Commencement Date through the expiration of the Lease Term, Tenant shall be responsible for paying to Landlord together with Base Rent an amount equal to $10,160.00 per month, which is the prorated share of the insurance premium paid by Landlord. Further, in the event that the Tenant terminates any of the insurance policies in accordance with the provisions of paragraph 8 below, Tenant shall be responsible for paying to Landlord at such time as the same becomes due, a prorated share of the remaining “minimum earned premium”, if any, due with respect to such terminated insurance policies (by way of clarification only, in the

event that the policies contain a six month “minimum earned premium” equal to $60,000, the Rent Commencement Date is two months into the term of the insurance policy and Tenant terminates the insurance policy two months later, the Tenant would owe Landlord the amount by which $40,000 (representing four of the six months of the minimum earned premium) exceeds the regular monthly installments of insurance premium provided above).

Notwithstanding anything contained in this Section 6 to the contrary, Landlord shall be responsible for the payment of all sales taxes due and payable on installments of real estate taxes and insurance premiums paid to Landlord by Tenant during the Lease Term pursuant to this Section 6. The provisions of the foregoing sentence shall survive the expiration or earlier termination of this Lease.

7. Condition of Premises . Tenant shall be permitted to make alterations, improvements, other physical changes which materially alter the condition of the Premises, (collectively “Alterations”) with (i) Landlord’s prior consent, which Landlord shall not unreasonably withhold, condition or delay, and (ii) the prior consent of Landlord’s mortgage lender, Great Florida Bank (the “Bank”), solely to the extent required under the Existing Loan Documents. Notwithstanding anything to the contrary contained herein, neither the Landlord nor the Bank shall be required to consent to any alterations, improvements or other physical changes which do not materially alter the condition of the Premises. All Alterations shall be made with all applicable Legal Requirements, and Tenant shall hold Landlord harmless from and shall indemnify Landlord and Landlord’s employees and other agents against any and all losses, liabilities, claims, damages or expenses (including reasonable attorney’s fees) for any injury or damage to any person or property (including damage to the environment) arising directly or indirectly from construction undertaken at the Premises without the appropriate governmental permit or authorization. Landlord and Landlord’s employees and other agents shall have the right, but not the obligation, upon reasonable prior written notice to Tenant, and at reasonable times, to enter upon and pass through the Premises from time to time in order to examine the Premises. In the event of an emergency, Landlord and Landlord’s agents shall have the right, but not the obligation, without any notice to Tenant, to take such actions, whether on or off the Premises, as Landlord shall deem appropriate to respond to the emergency. Tenant shall maintain the Premises in substantially the same condition as at the beginning of the Term, and subject to any Alterations made pursuant to this paragraph 7, ordinary wear and tear and casualty and condemnation excepted.

8. Insurance . Tenant and Landlord acknowledge and understand that Landlord has already obtained and paid for a policy or policies of commercial liability, casualty/windstorm/property insurance coverage for the Premises, which policy shall name Landlord, any mortgagee or fee owner, and Tenant as insureds as their interests may appear, and shall otherwise comply with the requirements of this paragraph 8, the Agreement, and the Existing Loan Documents. In the event that Tenant notifies Landlord that it desires to maintain its own insurance coverage, then, Tenant shall obtain and maintain during the Lease Term, at its own cost and expense, the same or, solely to the extent elected by Tenant in its sole and absolute discretion, better insurance coverage, and shall pay the costs of the initial and all renewal premiums therefor. Such insurance shall name Landlord, any mortgagee or fee owner, and Tenant as insureds as their interests may appear, shall otherwise comply with the requirements of this paragraph 8 and the Agreement, and shall be subject to the prior written approval of the Bank.

     Solely to the extent Tenant obtains its own insurance in accordance with the preceding paragraph, Tenant shall deliver to Landlord certificates of the required insurance and thereafter copies of renewals as required and the certificate shall provide that thirty (30) days notice shall be given to Landlord and the Bank in the event of cancellation, material change, alteration or

amendment of the policy.

     During the Lease Term, Tenant or Landlord, as applicable, shall deliver to the other party certificates of the original and all renewal policies for the approval of the other party not less than thirty (30) days prior to the expiration dates of the expiring policies. The required certificates of insurance shall state that these policies are endorsed to indicate that the policies are primary, without right of contribution from any insurance which may be carried by the other party. Landlord and Tenant each hereby waive any and all rights of recovery against the other or against the officers, employees, agents and representatives of the other, on account of loss or damage occasioned to such waiving party of its property or the property of others under its control to the extent that such loss or damage is insured against under the insurance policies required hereunder. The insuring party or parties hereunder shall upon obtaining the policies of insurance required under this lease, give written notice to their insurance carrier(s) that the foregoing mutual waiver of subrogation is contained in this Lease. In addition, the insuring party or parties under this Lease shall upon request, provide reasonably satisfactory evidence of such notice to their insurance carrier(s).

9. Indemnification . Tenant hereby agrees to defend (with counsel reasonably acceptable to Landlord), indemnify and save harmless Landlord, Landlord’s parent and affiliated companies, and their successors and assigns, from and against any and all losses, liabilities, claims, damages or expenses (including reasonable attorney’s fees) for any injury or damage to any person or property (including damage to the environment) arising directly or indirectly from (i) Tenant’s use or occupancy of the Premises, (ii) the conduct of Tenant’s business or any activity, work or thing done, permitted or suffered by Tenant, its agents, employees or contractors in or about the Premises or elsewhere, (iii) the use, storage, disposal, or release of any Hazardous Materials or any other contaminant in, on or under the Premises caused by Tenant, its agents, employees or contractors, (iv) any breach or default in the performance of any obligation on Tenant’s part to be performed under this Lease, or (v) the acts or omissions of Tenant, its agents, employees or contractors; provided, however, that Tenant’s indemnity shall not be applicable if such injury or damage is covered by insurance maintained by Landlord hereunder. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury or death to persons, in, upon or about the Premises arising from any cause and Tenant hereby waives all claims in respect thereof against Landlord. The obligations of the Tenant under this paragraph shall survive the expiration or earlier termination of this Lease. Landlord shall not be responsible or liable for any damage or injury occurring on the Premises, unless due to Landlord’s gross negligence or willful misconduct.

     Landlord hereby agrees to defend (with counsel reasonably acceptable to Tenant), indemnify and save harmless Tenant, Tenant’s parent and affiliated companies, and their successors and assigns, from and against any and all losses, liabilities, claims, damages or expenses (including reasonable attorney’s fees) incurred by Tenant as a result of (i) any violations of law with respect to the condition of the Premises prior to the Commencement Date (unless such condition has been caused by Buyer in undertaking its due diligence efforts during the Due Diligence Period), or (ii) Landlord’s gross negligence or willful misconduct.

10. Construction Liens . Landlord’s interest in the Premises shall not be subject to liens for improvements made by Tenant. No act or omission of Tenant shall give any person the right to file a construction or other lien against such interest without Landlord’s prior written consent. Landlord shall not be liable for any work performed or to be performed on, or for any materials furnished or to be furnished at, the Premises for Tenant or any subtenant, and no construction, mechanic’s or other lien for such work or materials shall attach to any interest of Landlord in the

Premises. If, in connection with any work being performed for Tenant or any subtenant, or in connection with any materials being furnished to Tenant or any subtenant, any lien or charge shall be filed or made against the Premises or Landlord’s interest in the Premises, then Tenant, at Tenant’s cost and expense, shall cause such lien or charge to be cancelled and discharged of record before the expiration or earlier termination of this Lease. Landlord agrees to execute any and all applications for governmental permits and authorizations required in connection with Tenant’s proposed construction at the Premises (except relative to zoning changes or variances of any kind whatsoever); provided always, however, that none of the obligations of Landlord relative to such matters shall involve any expense to Landlord. The obligations of Tenant under this paragraph shall survive the expiration, or earlier termination, of this Lease.

11. Condemnation . In the event of condemnation of all or any part of the Premises, this Lease shall terminate in the event the Tenant / Buyer elects to terminate the Agreement in accordance with the provisions of Section 17.1 of the Agreement. In the event the Tenant / Buyer elects not to terminate the Agreement, the Lease shall remain in full force and effect and Rent shall be abated in proportion to the portion of the Premises taken.

12. Damage or Destruction . In the event of damage to or destruction of any portion of the Premises, this Lease shall terminate in the event the Tenant / Buyer is entitled to and elects to terminate the Agreement in accordance with the provisions of Section 17.2 of the Agreement. In the event the Tenant / Buyer is not entitled to terminate the Agreement or elects not to terminate the Agreement, the Lease shall remain in full force and effect and Rent shall be abated in proportion to that area of the Premises damaged.

13. Default; Remedies; Cross-Default .

     (a) A default under this Lease (“Event of Default”) by Tenant shall occur if any payment to be made under this Lease is not made within ten (10) days of its due date or if any non-monetary obligation of Tenant is not timely performed within thirty (30) days after notice of such default (but if Tenant is unable to complete such cure of a non-monetary obligation within said time, then there shall not be an Event of Default provided Tenant shall have commenced such cure of such non-monetary obligation within said thirty days, and continues to diligently pursue such cure).

     (b) If there is an Event of Default by Tenant, Landlord, at Landlord’s option, may terminate this Lease and re-enter the Premises and remove all persons and property from the Premises, by summary proceedings or by any other suitable action or proceeding at law, or otherwise. If Landlord elects to terminate this Lease, Tenant shall quit and peacefully surrender the Premises to Landlord, without any payment by Landlord for doing so, on or before the effective date of termination, and all Rent shall be paid up to the effective date of termination, together with such expenses, including reasonable attorneys’ fees, and costs as Landlord shall incur in connection with such termination. Landlord shall have as Landlord’s absolute property, any sums collected by Landlord upon reletting the Premises after Landlord shall resume possession of the Premises. Nothing herein shall or is intended to waive any and all remedies that are or would otherwise be available to Landlord, at law or in equity, or under the Agreement in the event of a default by Tenant under this Lease.

     (c) If there is an Event of Default by Landlord which shall not be cured within ten (10) days of written notice from Tenant (but if Landlord is unable to complete a cure within said time, then there shall not be an Event of Default provided Landlord shall have commenced such cure

within said ten days, and continues to diligently pursue completion of the cure), then Tenant may exercise such remedies as may be available in law or in equity or under the Agreement.

     (d) The occurrence of an Event of Default under this Lease shall be a default under the Agreement, and the occurrence of a default under the Agreement shall be an Event of Default under this Lease, it being the intention of Landlord and Tenant to cross default this Lease and the Agreement so that a default (beyond any applicable notice and cure periods) under one shall be a default under the other.

The foregoing remedies are cumulative and in addition to those remedies available to the parties hereunder under the Agreement.

14. Termination of Lease . This Lease will terminate upon the consummation of the Closing (as such term is defined in the Agreement) on the Closing Date in accordance with the terms and conditions of the Agreement unless (a) this Lease is sooner terminated pursuant to its terms or (b) the Agreement is terminated in accordance with its terms.

15. Assignment/Subletting . Tenant may not assign its rights under this Lease or any interest therein, or mortgage pledge, encumber, or otherwise transfer this Lease, or Tenant’s rights under it, with respect to all or any portion of the Premises to any person or entity, without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole and absolute discretion; provided, however, that no consent shall be needed with respect to any transfer by Tenant to an entity in which the majority of the controlling or managing ownership interests are owned by Tenant or by the principal owners of Tenant or by joint venture arrangement in which Tenant is a principal member. Tenant shall promptly notify Landlord of any such assignment and shall provide to Landlord with such notification a copy of the assignment agreement. No assignment by Tenant of any of its rights or obligations under this Agreement relieves Tenant of any of its obligations under this Lease unless Landlord expressly agrees to such release in writing. Any purported assignment in violation of the terms of this Lease shall be void. Subject to the foregoing, this Lease is binding on and inures to the benefit of the successors-in-interest and assigns of each party to this Lease. Any transfer of Tenant’s interest in this Lease by operation of law, whether voluntarily or involuntarily, shall be construed as an “assignment” prohibited under this Lease pursuant to the foregoing.

16. Quiet Enjoyment . Except as set forth in paragraphs 11 and 12 of this Lease, Tenant’s quiet enjoyment of the Premises during the Lease Term shall not be disturbed by any act of Landlord, or anyone acting through or under Landlord, as long as Tenant shall not have caused an Event of Default.

17. Surrender . If the Closing under the Agreement does not occur, then Tenant shall, upon the date of termination of the Agreement or upon any earlier termination of this Lease, surrender and deliver up the Premises and the Personal Property, together with keys and combinations, to Landlord in substantially the same condition and repair as existed on the commencement of this Lease, subject to ordinary wear and tear, casualty and condemnation and Alterations made in accordance with paragraph 7 of this Lease. Further, if Landlord considers the Premises or the Personal Property in need of restoration to the condition and repair as existed on the Commencement Date, subject to ordinary wear and tear, casualty and condemnation and Alterations made in accordance with paragraph 7 of this Lease, Landlord shall provide written notice to Tenant, and Tenant shall promptly commence and diligently pursue to completion said restoration and repair, and pay for all associated costs. Tenant may but shall not be obligated to remove all of Tenant’s personal property. All Tenant’s personal property left upon the Premises

at the time of such surrender shall be deemed to have been abandoned. If Tenant does not immediately surrender the Premises and the Personal Property to Landlord at the end of the Lease Term, then Tenant shall pay to Landlord one hundred fifty percent of the amount of the Rent payable by Tenant for the last month of the Term for each month or portion thereof that Tenant holds over, subject to a one-month period in which the Rent shall remain the prior Base Rent.

18. Subordination and Attornment . This Lease shall be subject and subordinated at all times to any mortgages, deeds of trust or any lease under the terms of which Landlord obtains its right of possession of the Premises now existing or hereafter encumbering the Premises, without the necessity of having further instruments executed by the Tenant to effect such subordination. Notwithstanding the foregoing, Tenant covenants and agrees to execute and deliver upon demand such further instruments evidencing such subordination of this Lease as may be requested by Landlord. In addition, if at any time prior to the termination of this Lease, the rights of Landlord shall be acquired by operation of assignment, succession, foreclosure, deed-in-lieu, etc., Tenant agrees, if requested by a party named above, to execute an attornment agreement, and thereupon, completely attorn to and recognize such person as Tenant’s Landlord under the Lease.

19. Estoppel Letter . At any time and from time to time during the Term, within ten (10) days after written request by Landlord, Tenant will execute, acknowledge, and deliver to Landlord and its designees, a certificate which states (a) that this Lease is unmodified and in full force and effect, or if there have been modifications, that this Lease is in full force and effect as modified, and identifying the modification agreements; (b) the date to which the Rent has been paid; (c) the nature and extent of any existing default by either party as to which a notice has been given to the other party; (d) whether or not there are any setoffs, defenses, or counterclaims against enforcement of the obligations to be performed under this Lease existing in favor of Tenant; and (e) other matters which Landlord may reasonably request.

20. Brokers . If a claim for brokerage or similar fees in connection with this transaction is made by any broker, agent, salesman, or finder other than the Brokers (as such term is defined in the Agreement) claiming to have dealt through or on behalf of one of the parties to this Lease, then such party shall indemnify, defend, and hold harmless the other party from all liabilities, damages, claims, costs, fees, and expenses (including reasonable attorneys’ fees) with respect to such claim for brokerage. The provisions of this paragraph shall survive the expiration or termination of this Lease. The brokers receiving a commission from Tenant related to the purchase of the Premises by Tenant from Landlord have agreed that they shall not be due any other sums related to this Lease, and Landlord and Tenant are relying on such agreement.

21. Notice . Each notice shall be deemed to have been given if given in the manner and delivered to the parties and at the addresses described in the Agreement.

22. Authority . Each party represents to the other that it has full legal right, power, and authority to enter into, execute, and perform this Lease.

23. No Waiver . No waiver by Landlord or Tenant of any breach by the other of any term or condition of this Lease, and no failure by Landlord or Tenant to exercise any right or remedy in respect of any such breach, shall constitute a waiver or relinquishment for the future, or bar any right or remedy in respect of, any other breach of the same or another term or condition of this Lease. No payment by Tenant or receipt of payment by Landlord of an amount less than the full amount then due Landlord under this Lease shall be construed as anything other than a partial payment of such sum then due and owing. No endorsement or statement on any check or letter or any form of payment or accompanying document shall be deemed to be an accord and

satisfaction or other form of settlement; Landlord may accept any such payment without prejudice to its rights to recover the balance of sums due and owing under this Lease or to pursue any other remedy permitted under this Lease.

24. Survival . All obligations of Landlord or Tenant which are or may be intended by their nature to be performed and/or complied with after the expiration or earlier termination of this Lease shall survive such expiration or termination. Express provisions in this Lease which require or permit survival in specific instances, or as to specific obligations, shall not be deemed a limitation upon the generality of this survival clause.

25. Invalidity . Every provision of this Lease shall be valid and be enforced to the fullest extent permitted by law. If any provision of this Lease, or the application of such provision to any person or circumstance, shall be determined by appropriate judicial authority to be illegal, invalid, or unenforceable to any extent, such provision shall, only to such extent, be deemed stricken from this Lease as if never included. The remainder of this Lease, and the application of such provision to persons or circumstances other than those as to which such provision is held illegal, invalid, or unenforceable, shall not be affected.

26. Agreement Governs Conflict . It is agreed by Landlord and Tenant that, to the extent that the language contained in this Lease is in conflict with any of the language contained in the Agreement, such language in this Lease is superseded by the language contained in the Agreement, which shall govern and control the interpretation thereof.

27. Miscellaneous . The captions and headings contained in this Lease are for convenience and reference only, shall not be deemed to be a part of this Lease or construed as limiting, amplifying, or modifying in any manner the provisions of this Lease, and shall not otherwise affect the interpretation of this Lease. Whenever the context of any provision of this Lease so requires, pronouns of any gender shall include the other genders, words in the singular shall include the plural, and words in the plural shall include the singular. This Lease may be executed and delivered in two or more counterparts, each of which shall be deemed to be an original and all of which, taken together, shall be deemed to be one instrument. Facsimile signatures shall be deemed originals, but upon request of either party originally executed counterparts shall be promptly delivered to the other party. The parties shall take all such actions and execute all such documents as may be necessary to carry out the purposes of this Lease, whether or not specifically provided for in this Lease. Time is of the essence as to all terms of this Lease.

This Lease shall be construed and governed in accordance with the laws of the State of Florida without application of conflict of law principles. All of the parties to this Lease have participated fully in its negotiation and preparation; accordingly, this Lease shall not be more strictly construed against any one of the parties. Neither Landlord nor Tenant shall be deemed, in any way or for any purpose, to have become, by the execution of this Lease or any of the provisions of this Lease, or any action taken under this Lease, a partner of the other, in the other’s business or otherwise, or a member of any joint enterprise or venture with the other.

This Lease contains the sole and entire agreement, and supersedes all other prior written or oral agreements, between the parties with respect to the subject matter of this Lease. This Lease may be changed, amended, or modified only by an agreement in writing signed by the party against whom such change, amendment, or modification is sought to be enforced. The terms and conditions of this Lease shall bind the parties and their respective successors and assigns, and shall inure to the benefit of the parties and their respective permitted successors and assigns. Any

waiver of rights by either party shall be deemed not only to be a waiver of such rights by such party but also a waiver of such rights for and on behalf of such party’s successors and assigns.

28. Radon . 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.

29. Attorney’s Fees . The prevailing party in any litigation, arbitration, mediation, bankruptcy, insolvency or other proceeding (“Proceeding”) relating to the enforcement or interpretation of this Lease may recover from the unsuccessful party all costs, expenses, and actual attorney’s fees (including expert witness and other consultants’ fees and costs) relating to or arising out of (a) the Proceeding (whether or not the Proceeding proceeds to judgment), and (b) any post-judgment or post-award proceeding including, without limitation, one to enforce or collect any judgment or award resulting from the Proceeding. All such judgments and awards shall contain a specific provision for the recovery of all such subsequently incurred costs, expenses, and actual attorney’s fees.

30. Jury Waiver . IT IS MUTUALLY AGREED BY AND BETWEEN LANDLORD AND TENANT THAT THEY SHALL AND THEY HEREBY DO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LANDLORD OR TENANT AGAINST THE OTHER ON ANY MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, AND/OR TENANT’S USE OF OR OCCUPANCY OF THE PREMISES.

31. Waiver of Lien for Payment of Rent . Landlord hereby waives its statutory lien under Section 83.08, Florida Statutes.

[signatures on next page]

WITNESSES:				LANDLORD:
				7007 Palmetto Investments, LLC,
				a Florida limited liability company
				By:		/s/ Jose I. Juncadella
				Name:		Jose I. Juncadella
				Title:		Manager
				[SEAL]
				TENANT:
				SBS MIAMI BROADCAST CENTER, INC., a Delaware corporation
				By:		/s/ Raul Alarcon
				Name:		Raul Alarcon
				Title:		President & CEO
				[SEAL]

     The following brokers join in this instrument for the purpose of acknowledging the provisions of paragraph 20.

Fairchild Partners, Inc.						CB Richard Ellis, Inc.
By:						By:		/s/ Scott Sime
		Jose I. Juncadella				Name:		Scott Sime
		President				Title:		Managing Diretor