PARKING INCENTIVE TERM SHEET

1.

The Downtown Improvement Board (DIB) will make available upon relocation of the employer up to fifty (50) parking spaces in the Jefferson Street Parking Garage at the rate of one (1) space per employee relocated to the downtown area. In addition, the four (4) existing spaces currently marked as Reserved will be immediately made available upon relocation of the employer to be marked as Reserved at the employers expense for shortterm use by the employers customers. If and when parking in the Jefferson Street Parking Garage overflows to the point that parking is unavailable, the spaces will be made available in other parking facilities in reasonably close proximity to the employers business location.

2.

An additional fifty-three (53) spaces will be made available in the Intendencia Street Garage as additional employees are relocated to the downtown area.

3.

The maximum number of parking spaces to be made available under this incentive program will be one hundred seven (107).

4.

As additional employees are relocated and parking spaces are increased or as the number of employees decreases and parking spaces are not used by employees of the employer, employer shall provide the Downtown Improvement Board with as much prior notice as is feasible under the circumstances. Such notice shall be required before an additional space will be made available. If a space is not immediately available in one facility, the

DIB will make space available in other parking facilities until spaces open up and do become available. 5. The parking spaces will be made available on a ten (10) year term at no cost to the employer so long as the terms and conditions in the agreement described in paragraph 19 below are satisfied. After the first ten (10) year term expires, the employer shall have the first option to take up to fiftyfour (54) spaces in the Jefferson Street Parking Garage as they become available at the then prevailing parking rates for such facility. 6. The mean wage for the relocated employees shall always be at least FortyFive Thousand Dollars ($45,000). 7. The employer shall at least as often as quarterly cause its independent third party public accounting firm to verify in writing the number of company employees in the building and the mean wage of those employees located in the identified downtown building. 8. After the first twenty-two (22) months of the term of the agreement, if the verifiable jobs having the required mean income levels drops below the required fifty (50) within the premises occupied by the employer, then the employer shall be required to pay the prevailing monthly parking rates plus applicable sales taxes for all jobs below fifty (50). 9. Each parking space will be made available to each job as each job is brought into the premises occupied by the employer, and each job shall be permanently located within such premises and a job with the employer.

10.

The parking incentives are absolutely not assignable in whole or in part in any manner by the employer.

11.

The incentive shall be available for the employer only and will not be available for contractors, subcontractors, tenants, subleases, or other assignees of the employer.

12.

The employer shall not be tax exempt under Section 501(c) of the Internal Revenue Code of 1986, as amended.

13.

Unless and until the DIB raises its tax millage to three (3) or more mils, the employer shall not pursue or have any ad valorem tax abatement of any kind on the premises occupied by the employer.

14.

If the owner of the premises occupied by the employer sells the premises, then the agreement shall become null and void unless the sale is to a party wholly owned by the employer.

15.

The agreement shall contain no options to renew. It will end exactly one hundred twenty (120) months from the date of commencement.

16.

The employer receiving this economic development incentive must be the same legal entity as the owner of the building being occupied.

17.

The employer may lease the building where its downtown employees will be located for up to one year prior to the closing on the sale of the building and still receive the economic development incentive outlined herein as long as the minimum employees number and average wage rates for employees in the building are still met throughout such lease term and so long as a binding

purchase and sale agreement is executed at the beginning of the lease term for the ultimate purchase and sale of such building. 18. During the term of the agreement, the DIB covenants not to offer parking incentive terms to any third party that are more favorable than the terms offered to the employer hereunder. 19. This Term Sheet is subject to fulfillment of the conditions specified in the Downtown Improvement Boards Policy Statement, attached and incorporated by reference as well as the condition that the DIB negotiate modifications to its agreements with the City of Pensacola and related agencies all on terms acceptable to the DIB. This term sheet is non-binding and does not constitute an offer. A binding agreement will exist only after the parties have negotiated and executed a more definitive agreement setting forth these terms and conditions and other terms and conditions typical in a transaction of this nature.