EXHIBIT 10.06

                                 LEASE AGREEMENT

         THIS LEASE AGREEMENT ("Lease") is made as of this 22nd, day of April
1999, by and between South Beach Tristar LLC, a Delaware Limited Liability
Company ("Landlord") and Yupi Internet Inc., a Florida corporation ("Tenant").

                              W I T N E S S E T H :

         THAT FOR AND IN CONSIDERATION of the mutual covenants and agreements
herein contained, the parties herein covenant and agree as follows:

I.       DEFINITIONS. As used herein, the following terms have the following
         meanings:

         (a) "Landlord's Address" means c/o The Continental Real Estate
Companies 2665 South Bayshore Drive Miami, Florida 33233 Attention: Ruben Macias
or such other address as may be designated in writing by Landlord from time to
time.

         (b) "Tenant's Address" and "Premises" mean 830 Lincoln road, Miami
Beach, Florida 33139.

         (c) "Term" means that period of time commencing on May 1, 1999 and
ending at midnight April 30, 2000.

         (d) "Permitted Use" means the operation of Internet web sites.

         (e) "Rental" shall mean 28,750.00 per month, inclusive of sales tax.

II.      ACCEPTANCE OF THE PREMISES.

         Tenant has examined the Premises and accepts the same in its present
"as is" condition. Landlord has no obligation to make any improvements or
otherwise maintain or repair the Premises.

III.     RENTAL.

         Rental shall be due and payable in advance on the first day of each
calendar month thereafter during the Term at Landlord's address at the time of
payment, without demand and without set-off or deduction. Any sum not timely
paid hereunder, shall accrue interest from its due date at the rate of 15% per
annum from the date due until paid.

         There shall be no rental due hereunder for the period foe time
commencing May 1 and ending May 15, 1999. On or before May 1, 1999, Tenant shall
pay to Landlord the sum of $4,375.00 which shall be payment of the rental for
May 16-31, 1999.

IV.      USE AND CARE OF PREMISE

         A.       Use of Premises.

         The Premises may be used only for the Permitted Use and for no other
purpose without the prior written consent of Landlord, which consent shall not
be unreasonably withheld.

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         B.       Prohibited Use.

         Tenant shall not permit any objectionable or unpleasant odors to
emanate from the Premises: nor place or permit any radio, television, loud
speaker or amplifier on the roof or outside the Premises of where the same? can
be heard from outside the Premises, nor place an antenna, awning or other
project on the exterior of the Premises without Landlord's prior written
consent. Tenant shall not use the Premises in any manner which requires
electrical service beyond the service now provided.

         C.       Care of Premises, Trash Removal and Deliveries.

         Tenant shall at its expense keep the Premises in good and clean
condition, free from dirt, rubbish, insects and pests at all time, and shall
store all trash in locked and covered containers within the Premises, arranging
for the regular pickup of such trash and garbage at Tenant's expense. If no
designated and prescribed by Landlord. Tenant will store all trash within all
area outside of and adjacent to the Premises designated by Landlord for trash
pickup and removal, and only in receptacles of the size, design and color from
time to time prescribed by Landlord.

         D.       Permits and License.

         Tenant shall procure, at its sole expense, any permits and license
required for the transaction of its business in the Premises.

         E.       Laws: Rules and Regulations.

         Tenant shall comply with all laws, ordinances, orders, rules and
regulations of any state, federal, municipal and other agencies or bodies having
any jurisdiction thereof relating to the use, condition or occupancy of the
Premises.

         F.       Toxic Damage.

         Tenant shall not cause or permit the disposal or the improper
transportation, generation, storage, treatment, or use in the Premises of any
"solid waste" or "hazardous waste" as such terms are defined by the Resource
Conservation and Recovery Act, 42 U.S.C. ss.6903, ss.1004, and 40 C.F.P. Part
261, as amended or superseded; or any "hazardous substances" as that term is
defined by Section 101(11) of the Comprehensive Environmental Response
Compensation and Liability Act, 12 U.S.C. ss.9601(11), as amended or superseded:
or any other flammable, noxious or toxic materials. Tenant agrees to indemnify
and hold the Landlord harmless from and against any all liability incurred by
Landlord on account of damage to person or property caused by any hazardous
waste, environmental contamination, or other similar waste emanating from the
Premises during the term hereof.

V.       MAINTENANCE AND REPAIR OF PREMISES

         A.       Landlord's Repair Obligation.

         Landlord shall keep in good repair the roof, foundation, structure, and
exterior wells; the utility lines and facilities outside the Premises except
that Landlord shall not be required to make

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any repairs occasioned by the negligence of Tenant, its agents, employees,
contractors, subtenants, licensees, concessionaires or customers, which repairs
shall be made by Tenant. Landlord shall have access to the Premises as necessary
or convenient to make repairs required by this Section.

         B.       Tenant's Repair Obligation.

         Tenant shall, at its sole cost and expense, make all needed repairs and
replacements to the storefront, the windows, plate glass, doors, and the
interior of the Premises, and shall keep all plumbing units, electrical systems,
pipes and connections within the Premises in good repair and free from
obstruction. Tenant shall be responsible for the maintenance, repair and
replacement of the air conditioning, heating and ventilating system within and
exclusively serving? the Premises. Tenant shall furnish, maintain and replace
all electric light bulbs, and fluorescent lights within the Premises. If any
repairs and replacements required to be made by Tenant hereunder are not made
within twenty days after written notice to Tenant, Landlord may, at its option,
make such repairs without liability to Tenant for any loss or damage which may
result to its tock or business by reason of such repairs, except for any
negligence or willful misconduct by Landlord, it's employees, agents or invitees
and Tenant shall pay to Landlord as Additional Rental the cost of such repairs
plus ten (10%) of said cost to cover Landlord's overhead.

VI.      Surrender of Premises.

         At the expiration of this Lease. Tenant shall surrender the Premises in
good condition, except for reasonable wear and loss by fire or other casualty
the repair of which is stated herein to be the Landlord's responsibility, and
shall surrender all keys for the Premises to Landlord and shall inform Landlord
of all combinations of locks, safes and vaults, if any, in the Premises. All
non-movable alterations, additions, improvements, air-conditioning machinery,
compressors and equipment and fixtures (other than unattached, movable trade
fixtures, signs, inventory, decorative lighting and miscellaneous decor items
which may be made or installed by Landlord or Tenant upon the Premises shall
remain upon and be surrendered with the Premises and become the property of
Landlord at the termination of this lease.

IX.      ALTERATIONS

         A.       Rights with Respect to Alterations.

         Tenant shall not make any alterations, additions or improvements to
this interior or the exterior of the Premises.

         B.       Mechanic's Liens.

         The interest of the Landlord in the Premises shall not be subject to
liens for improvements made by the Tenant. Should any such Lien be filed or
recorded, Tenants agrees to cause such lien to be released of record within ten
(10) days after the filing of such lien. If Tenant shall fail to cause such lien
to be so released, then, in addition to any other right or remedy of Landlord,
Landlord may obtain a release of such lien by obtaining a bond to cover the
amount claimed to be due without obligation to ascertain its validity, and the
amount so paid by Landlord, including reasonable attorneys' fees, shall be
immediately due and payable by Tenant to Landlord. Contractors and

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subcontractors shall be required to maintain casualty and liability insurance
and worker's compensation coverage as is reasonably adequate to protect fully
Landlord and Tenant.

X.       RIGHT OF ACCESS

         Landlord shall have the right to enter upon the Premises at any
reasonable time for the purpose of inspection, or of making repairs to the
premises, or of making repairs, alterations or additions to adjacent premises,
or of showing the Premises to prospective purchasers, lessees or lenders.
Landlord may place "For Rent" signs and the like on or about the Premises during
the entire term hereof. In the event of an emergency, Landlord may enter the
Premises without notice for the purpose of making repairs.

XI.      SIGNS, DISPLAYS AND STORE FRONTS

         A.       Store Fronts.

         Tenant shall not (a) make any changes to our paint the store front; (b)
install any exterior Lighting, decorations or paintings, or (c) erect, install
or place any signs, window or door loitering, placards, decorations or
advertising media of any type on the exterior of the Premises.

         B.       Signs.

         Tenant will not affix any sign or other lettering on any part of the
outside of the Premises which are in violation of applicable laws, ordinances
and regulations or which have not been approved by Landlord. Tenant shall
maintain all such signs in good condition and repair at all times. Any signs
shall be prepared and installed at Tenant's sole cost and expense and shall be
removed by the Tenant at the expiration of the term hereof. Tenant shall repair
any damage caused by said removal.

         Landlord shall be entitled to keep a "For Rent" sign in the window of
the Premises. 120 days prior to lease expiration.

XII.     UTILITIES

         A.       Tenant's Obligation.

         Tenant shall pay for all utilities used or consumed in or upon the
Demised Premises and all sewer charges which become due and payable with respect
to same.

         B.       Landlord Not Liable.

         Except for the negligence of Landlord, its contractors, employees, or
agents, Landlord shall not be liable in any respect for damages to either person
or property for any interruption or failure whatsoever in utility services. Nor
shall such interruption or failure be construed as an eviction of Tenant, nor
work an abatement, reduction or set-off of rent, nor relieve Tenant from
fulfillment of any covenant or agreement hereof.

XIII.    INDEMNITY AND INSURANCE

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         A.       Indemnity.

         Except in the extent that Landlord was negligent, acted willfully,
Landlord shall not be liable to Tenant or to Tenant's successors, assigns,
officers, employees, agents, contractors, customers or visitors, or to any other
person or entity whomsoever, and Tenant hereby waives and agrees to indemnity,
hold harmless and defend Landlord against all claims against Landlord and/or
Landlord's directors, officers, members, employees, or agents for any loss of
life or injury to person or damage to or loss of property in or about the
Premises (a) caused wholly or in part by any act, omission or neglect of Tenant,
its officers, agents, employees, contractors, subtenants, licensees or
concessionaires, or of any other person entering the Premises under the express
or implied invitation of Tenant, (b) arising out of the occupancy or use by
Tenant of the Premises of any part thereof and the conduct of its business
therein, (c) arising out of any breach or default by Tenant in the performance
of these obligations hereunder, or (d) occurring in the Premises.

         Except to the patent Tenant is liable therefor in accordance with the
preceding paragraph, Landlord agrees to indemnify, protect, defend and hold
harmless Tenant against all liabilities, costs and expenses (including but not
limited to reasonable attorneys' fees and court costs through appeals and
collection efforts resulting from or in connection with any occurrence and on
Landlord's Property outside of the Premises, except to the extent caused by the
negligence or willful misconduct of Tenant of its agents, employees or
licensees.

         B.       Insurance.

         Tenant shall procure and maintain through the Term, at is expense, a
policy or policies of liability insurance, insuring Tenant and naming the
Landlord as a n additional insured, the limits of such policy or policies to be
in an amount not less than ONE MILLION ($1,000,000.00) DOLLARS in respect of
injuries to or death of any one person, and in an amount not less than ONE
MILLION ($1,000,000.00) DOLLARS in respect of any one accident or disaster, and
in an amount not less than FIFTY THOUSAND ($50,000.00) DOLLARS in respect of
property damaged or destroyed, or in such different amounts as Landlord in its
discretion may reasonably required from time to time. Tenant shall also procure
and maintain through the Term, with Landlord as an additional named insured as
its interest appears, plate glass insurance and casualty insurance, including
extended coverage sprinkler leakage, and coverage for fire and smoke damage on
all Tenant's leasehold improvements and personal property in or about the
Premises, in an amount of not less than ninety (90%) per cent of the replacement
cost. All such insurance shall be written by insurance companies licensed to the
business in the State of Florida. Such policies shall contain a written
obligation on the part of each insurance company to notify Landlord at least
thirty (30) days prior to cancellation. Evidence of renewals of policies shall
be promptly delivered to Landlord at least thirty (30) days prior to the
expiration of the respective policy terms.

         C.       Increased Rates as Additional Rental.

         In the event Tenant shall use or suffer or permit any other firm or
person to use the Premises for any hazardous purposes or in any other manner
that will increase the rate of any policies of insurance of any kind at any time
carried by Landlord upon the Premises or the building containing same and the
fixtures and property therein, Tenant shall pay to Landlord, as additional
Rental, any such increase in rate. Tenant shall not use or suffer or permit any
firm or person to use the Premises

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in any manner that will violate, suspend, void or make inoperative any such
insurance policies. Tenant at Tenant's sole expense shall comply with all rules,
orders, regulations or requirements of the board of ___Fire?_________
underwriters, or any other similar body, having jurisdiction.

         D.       Waiver of Subrogation.

         Each party, on behalf of itself and on behalf of anyone claiming under
or through? it by way of subrogation or otherwise waives all rights and causes
of action against the other party, and the officers, employees, agents and
invitees of the other party, for any liability arising out of any loss or damage
in or to the Premises, its contents caused by any peril normally covered under
all-risk policies issued in the geographic area in which the Premises is located
(whether or not such party actually carries such insurance policies.). However,
if one party's insurance carrier prohibits waiver of subrogation regardless of
premium, or if either party fails to obtain a waiver of subrogation endorsement,
then the other party's release and waiver shall become null and void, if being
understood that in this instance each waiver is given in consideration for the
other.

         Each party covenants that from and after the date possession of the
Premises be delivered to Tenant its insurance policies will contain waiver of
subrogation endorsements, and that if such endorsements, for any reason
whatsoever, are about to become unavailable, it will give the other party not
less than thirty [30] days prior written notice of such impending
unavailability.

XIV.     LIMITED LIABILITY

         Landlord and Landlord's agents and employees shall not be liable to
Tenant or any other person or entity whomsoever for any loss of life or injury
to person or damage to property caused by bursting pipes or wiring, broken
glass; by the backing up of drains; by gas, water, steam, electricity or oil
leaking , ??? or flowing into the Premises; nor shall Landlord be liable to
Tenant or any other person or entity whomsoever for any loss or damage that may
be occasioned by or through the acts or omissions of other tenants of the
building containing the Premises or any other persons or entities whomsoever. To
the maximum extent permitted by law, Tenant agrees to use and occupy the
Premises at Tenant's own risk.

XV.      DAMAGES BY CASUALTY

         A.       Notices to Landlord.

         Tenant shall give immediate written notice to Landlord of any damages
caused to the Premises by fire or other casualty.

         B.       Landlord's Obligation to Repair and Reconstruct.

         In the event that the Premises shall be damaged or destroyed by fire or
other casualty covered by Landlord's insurance and Landlord does not elect to
terminate this Lease as hereinafter provided, Landlord shall proceed with
reasonable diligence and at its sole cost and expense to rebuild and repair the
Premises. If Landlord does not elect to terminate this Lease, Landlord shall
proceed with reasonable diligence and at its sole cost and expense to rebuild
and repair the Premises. Landlord's obligation to rebuild and repair under this
Article shall not include any

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improvements to the Premises made by Tenant except to the extent Landlord's
insurance covers said improvements, provided that Landlord shall have no
obligation to maintain such insurance.

         C.       Tenant's Obligation to Repair and Reconstruct.

         Tenant agrees that, promptly after Landlord's completion of such
repairs or rebuilding, Tenant will proceed with reasonable diligence and at its
sole cost and expense to rebuild, repair and restore its signs, fixtures,
equipment and the other improvements to the Premises made by Tenant.

XVI.     EMINENT DOMAIN

         If any part of the Premises should be taken for any public or
quasi-public use under any governmental law, ordinance or regulation or by right
of eminent domain or by private purchase in lieu thereof, this Lease shall
terminate effective on the date physical possession is taken by the condemning
authority.

XVII.    ASSIGNMENT AND SUBLETTING

         A.       Landlord's Consent Required and Continuing Liability of
                  Tenant.

         Tenant shall have no right to assign this Lease or any interest
therein, or sublet the Premises or any part thereof. For purposes hereof, a
transfer of more than 30% of the stock of the Tenant shall be a transfer in
violation hereof. Any attempted assignment or subletting by Tenant in violation
of the terms and covenants of this Section shall be void.

         B.       Effect of Transfer by Landlord.

         In the event of the transfer by Landlord of its interest in this Lease
to a party which assumes Landlord's obligations under this Lease, Landlord shall
thereby be released from any further obligations hereunder, and Tenant agrees to
look solely to such successor in interest (or performance of such obligations.

XVIII.   TAXES

         Tenant shall be liable for all taxes levied against personal property
and trade? fixtures placed by Tenant in the Premises.

XIX.     DEFAULT BY TENANT AND LANDLORD'S REMEDIES.

         A.       Event of Default Defined.

         Any one or more of the following events shall constitute an "Event of
Default" by Tenant under this Lease:

         1.       Tenant shall fail to pay when due any payment or expenses due
                  hereunder.

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         2.       Tenant shall fail to comply with any term of this Lease, other
                  than the payment or monies due hereunder or expenses demanded
                  by Landlord, and shall not cure such failure within thirty
                  (30) days after written notice to Tenant, or such longer
                  period as may be reasonably necessary to effect a cure,
                  provided that Tenant has promptly commenced and is diligently
                  prosecuting same with reasonable prospects of success provided
                  that no cure period shall be allowed for a default which by
                  its nature is incapable of being cured after the fact).

         3.       Tenant or any guarantor under this Lease shall file a petition
                  under any section or chapter of the Bankruptcy Laws, as
                  amended, or under any similar law or statute of the Untied
                  States or any state thereof and such proceedings are not
                  discharged within sixty (60) days after the filing thereof, or
                  Tenant or any guarantor under the Lease shall be adjudged
                  bankrupt or insolvent in proceedings filed against Tenant or
                  any guarantor or Tenant's obligations under this Lease.

         4.       A receive or trustee shall be appointed for all of the
                  Premises or for all or substantially all of the assets of
                  Tenant.

         5.       Tenant shall do or permit to be done anything which creates a
                  lien upon the Premises and shall fail to obtain the timely
                  release or discharge.

         6.       This Lease or the estate of Tenant hereunder or any beneficial
                  interest in Tenant shall be transferred to any other person or
                  party except as allowed in this Lease.

         7.       The interest of Tenant in this Lease, the Premises or any part
                  of the Premises shall be levied on or under execution or by
                  other process of law directed against Tenant, or shall be
                  taken upon or subject to any attachment at the instance of any
                  creditor or claimant against Tenant and said attachment shall
                  not be discharged or disposed of within sixty (60) days after
                  the levy thereof.

         8.       The admission in writing by Tenant or any guarantor hereunder
                  of its inability to pay its debts when due.

         9.       Any material representation of Tenant shall prove to have been
                  intentionally false.

Any cure period provided by statute shall be deemed to run concurrently (rather
than sequentially) with any cure period provided for herein.

         B.       REMEDIES

         Upon the occurrence of any such Event of Default, Landlord shall have
the option to pursue any one or more of the remedies available in law, in
equity, or under this Lease, without any notice or demand whatsoever, including
without limitation the following:

         1.       Landlord may terminate this Lease, in which event Tenant shall
                  immediately surrender the Premises in Landlord, and if Tenant
                  fails to do so, Landlord, without

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                  prejudice to any other remedy which Landlord may have for
                  possession, damages, or ??? in rental, may enter upon and take
                  possession of the Premises through legal process, Any property
                  of Tenant, or of anyone claiming under, by, or through Tenant,
                  which is left on the Premises more than fifteen days after
                  lease termination shall be conclusively deemed abandoned, and
                  Landlord may keep, use, remove, store, sell, destroy, discard,
                  or otherwise deal with it in Landlord's absolute discretion
                  without liability of any sort to Tenant or anyone claiming
                  under, by, or through Tenant.

         2.       Landlord may retain possession of the Premises and deal with
                  property left behind, as hereinabove provided, without
                  terminating this Lease.

Exercise by Landlord of any one or more remedies hereunder granted or otherwise
available shall not be deemed to be an acceptance of surrender of the Premises
by Tenant, whether by agreement or by operation of law, it being understood that
such surrender can be affected only b the written agreement of Landlord and
Tenant. No alterations of locks or other security devices and no removal of
other exercise of dominion by Landlord over the property of Tenant or others at
the Premises shall be deemed unauthorized or constitute a conversion provided
Landlord complies with applicable laws.

         C.       Damages Upon Termination.

         In the event Landlord elects to terminate the Lease by reasons of an
Event of Default, then Tenant shall pay to Landlord in one lump sum the sum of
all unpaid Monthly Payments, and other indebtedness to Landlord accrued to date
of termination. IF such sum is not paid to Landlord on the termination date,
said sum shall bear interest at the rate of 15% per annum until paid.

         D.       Landlord's Right to Cure.

         Except as may otherwise be provided in this Lease, if Tenant should
fail to make any payment or cure any default hereunder within the time herein
permitted, Landlord, without being under any obligation to do so and without
thereby waiving such default, may make such payment and/or remedy such other
default for the account of Tenant (and enter the Premises for such purpose), and
thereupon Tenant shall be obligated, and hereby agrees to pay all reasonable
attorneys' fees) incurred by Landlord in taking such remedial action.

XX.      DEFAULT BY LANDLORD AND TENANT'S REMEDIES

         A.       Tenant's Remedies.

         In the event of any default by Landlord, Tenant's remedy shall be an
action for damages, but prior to any such action Tenant will give Landlord
written notice specifying such default with particularity, and Landlord shall
have twenty (20) days (or such longer period as may be reasonably necessary in
the circumstances) in which to cure any such default. Until Landlord fails so to
cure any default under such notice, Tenant shall not have any remedy or cause of
action by reason thereof.

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         B.       Limitation on Right of Recovery Against Landlord.

         Tenant acknowledges and agrees that the liability of Landlord under
this Lease shall be limited to its interest in the Premises and any judgments
rendered against Landlord shall be satisfied solely out of its interest in the
Premises. The provisions hereof shall insure to Landlord's successors and
assigns including any mortgagee. The foregoing provisions are not intended to
relieve Landlord from the performance of any of Landlord's obligation under this
Lease, but only in limit the personal liability of Landlord in case of recovery
of a judgment against Landlord.

XXI.     HOLDING OVER

         In the event Tenant remains in possession of the Premises after the
expiration of this Lease and without the execution of a new lease, it shall be
deemed to be occupying the Premises as a tenant from month to month at a monthly
rental equal in twice the Rental, and otherwise subject to all the conditions,
provisions and obligations of this Lease insofar as the same are applicable to a
month to month tenancy. In the event of any such holding over, Tenant shall
indemnify Landlord against all claims for damages by any other Leases to whom
Landlord may have leased all or any part of the Premises effective upon the
expiration or termination of this Lease or by any other person damaged by such
holding over.

XXII.    SUBORDINATION

         Tenant accepts this Lease subject and subordinate to any master lease,
ground lease, mortgage or other lien presently existing or hereafter created
upon the Premises, and of any renewals or extensions thereof, but Tenant agrees
that the holder of any such interest to this Lease. Tenant agrees to execute
such further instruments subordinating this Lease as Landlord may request. At
the request of any mortgagee, Tenant shall ??? to the purchase at a foreclosure
sale of that mortgage.

XXIII.   NOTICES

         Wherever any notice is required or permitted hereunder such notice
shall be in writing. Any notice, document or payment required or permitted to be
delivered hereunder shall be deemed to be given when actually received (or
refused). All such notices with respect to a failure of performance which may
give rise to a Default shall be sent by Untied States mail, postage prepaid,
Certified or Registered Mail, Return Receipt Requested, addressed to Tenant's
Mailing Address if to Tenant, or to Landlord's Address if to Landlord, or at
such other address as Landlord or Tenant may have hereafter specified by written
notice to the other. All other notices, consents or waivers required or
permitted to be given under this Lease shall be in writing and may be delivered
personally or by the method for default notices or may be given by United States
Express mail service, private overnight serves (e.g. Federal Express, Airborne),
telex, or telegram.

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XXIV.             ESTOPPEL STATEMENTS

         Each party agrees to execute, acknowledge and deliver to the other
party at any time within ten (10) days of the other party's request, a writing
ratifying this Lease and certifying: (a) the date that Tenant has entered into
occupancy of the Premises, (b) that this Lease is in full force and effect, and
has not been assigned, modified, supplemented or amended in any way (or if there
has been any assignment, modification, supplement or amendment, identifying the
same)k (c) that this Lease represents the entire agreement between Landlord and
Tenant as to the subject matter hereof (or if there has been any assignment,
modification, supplement or amendment, identifying the same); (d) the date of
commencement and expiration of the Term; (e) that all conditions under this
Lease to be performed by the other party have been satisfied (and if not, what
conditions remain unperformed); (f) that in the knowledge of the signer of such
writing no default exists in the performance or observance of any covenant or
condition in the Lease and there are not defenses or offsets against the
enforcement of this Lease by the other party (or specifying such default,
defense or offset of which the signer may have knowledge); (g) no rental has
been paid more than one month in advance of its due date under the Lease and not
other security has been deposited with Landlord; and (h) the date to which
rental has been paid under the Lease.

XXV.     MISCELLANEOUS

         A.       Relationship of Landlord to Tenant.

         Nothing herein contained shall be deemed or construed by the parties
hereto, nor by any third party, as creating the relationship of principal and
agent or of partnership or of joint venture between parties hereto, it being
understood and agreed that neither the method of computation of rental, nor any
other provisions contained herein, nor any acts of the parties, shall be deemed
to create any relationship between the parties hereto other than landlord and
tenant. Whenever herein the singular number I used, the same shall include the
plural, and words of any gender shall include each gender.

         B.       Captions.

         The captions used herein are for convenience only and do not limit or
amplify the provisions hereof.

         C.       Waivers

For one or more waivers of any consents to any covenant, term or condition of
this Lease by another party shall be construed as a waiver or a subsequent of
the same covenant, term or condition. The consent or approval by either party to
or of any act by the other party requiring such consent or approval shall not be
deemed to waiver or render unnecessary consent to or approval or any subsequent
similar act.

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         D.       Delays.

Whenever a period of time is herein prescribed for action other than the payment
of money there shall be executed from the computation of any such period of time
any delays due to strikes, riots, acts of God, shortages of labor or material,
war governmental laws, regulations or restrictions, or any other causes of any
kind whatsoever which are beyond the reasonable control of such party. At any
time when there is outstanding a mortgage or similar security instrument
covering landlord's interest in the Premises. Tenant may not exercise any
remedies for default by Landlord hereunder unless and until the holder of the
indebtedness occurred by such mortgagee or similar security instrument shall
have received written notice of such default and the same period of time given
to Landlord for caring such default as given to Landlord shall thereafter have
lapsed.

         E.       Quiet Enjoyment.

Landlord agrees that if Tenant shall perform all of the covenants and agreements
herein required to be performed by Tenant, Tenant shall, subject to the terms of
this Lease, at all times during the continuance of this Lease, have the
peaceable and quiet enjoyment and possession of the Promises.

         F.       Entire Agreement and Resolution.

This Lease contains the entire agreement between the parties and no agreement
shall be effective to change, modify or terminate this Lease in whole or in part
unless such agreement is in writing and duly signed by the party against whom
enforcement of such change, modification or termination is sought. This Lease
shall not be effective or binding on Landlord or Tenant until fully executed by
both and delivered by each to the other. This Lease may be executed in
counterparts. Each counterpart shall be deemed to be the original hereof.

         G.       Broker.

Landlord and tenant represent to each other that each has not dealt with any
broker or finder in connection with this Lease who might be entitled to a
commission or finder's fee as a result of this Lease other than The Comras
company and The Kosiver Stern Group whose commissioner Landlord agrees to pay.
The Tenant agrees to hold the Landlord harmless from and against any cost,
damage or other liability suffered by Landlord in the event of any other broker
claiming a commission on account of the actions of the Tenant.

         H.       Governing Law.

The laws of the State of Florida shall govern the interpretation, validity,
performance and enforcement of this Lease.

         I.       Successors and Assigns.

The terms, provisions and covenants contained in this Lease shall inure to the
benefit of and be biding upon the parties hereto and their respective heirs,
successors in interest and legal representations except as otherwise herein
expressly provided.

         J.       Attorney's Fees.

                                      -12-
<PAGE>

In the event of any action or proceeding on account of the terms of this Lease,
the prevailing party shall be entitled to recover all reasonable costs and
expenses, including the fees and expenses of its attorneys.

         K.       Invalid Provisions.

If any clause or provision of this Lease is illegal, invalid or unenforceable
under present or future laws effective during the Term, then and in that event,
it is the intention of the parties hereto that the remaining of this Lease shall
not be affected thereby; and it is also the intention of the parties that in
lieu of each clause of provision of this Lease that is illegal, invalid or
unenforceable, there shall be substituted a legal, valid and enforceable clause
or provision as similar to such illegal, invalid or unenforceable clause or
provision as maybe ???.

         L.       Authority to Enter into Lease

Tenant and the party or parties executing this Lease on behalf of Tenant
represent to Landlord that such party or parties are authorized to the so by
represent to landlord that such party or parties are authorized in the so by
requisite action of Tenant's board of directions, or partners, as the case may
be, and agree upon request to deliver to Landlord a resolution or similar
document to that effect. Landlord or any party or parties executing this Lease
on behalf of Landlord represent to Tenant that such party or parties are
authorized to do so.

         M        Corporate Tenants.

The persons executing this lease on behalf of Tenant hereby covenant and warrant
that Tenant is a duly constituted corporation qualified to do business in the
State of Florida, all Tenant's franchises and corporate taxes have been paid to
date; and all future forms, reports, fees and other documents necessary for
Tenant to comply with applicable laws will be filed by Tenant when due.

         N.       Security.

Landlord hereby acknowledges receipt from Tenant of the sum of TWENTY SIX
THOUSAND TWO HUNDRED AND FIFTY Dollars to be held by landlord without liability
for interest as security for the faithful performance by Tenant of all of the
terms and conditions of this Lease. In the event Tenant defaults under any of
the terms and conditions of this Lease Landlord may, at Landlord's option, apply
the above security, or as much thereof as may be necessary, to compensate
Landlord for any loss or damage sustained by Landlord due to such default on the
part of Tenant, and Tenant shall forthwith upon demand restore said security in
the original sum deposited. Upon expiration of this Lease, said security shall
be returned in full to Tenant, provided this Lease is in good standing and no
outstanding defaults exist hereunder.

         O.       No Liens or Encumbrances.

Tenant Agrees not to obtain any financing secured by Tenant's interests in the
Promises and not to encumber the Premises or Tenant's interest therein without
the prior written consent of Landlord, which consent may be withheld in
Landlord's sole discretion and to keep the Premises free from all liens and
encumbrance except liens and encumbrances created by landlord.

                                      -13-
<PAGE>

         P.       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 a period of time. Levels of radon that have exceeded federal
and state guidelines have been found in buildings in Florida. Additional
Information regarding radon and radon testing may be obtained through your
county health unit.

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

WITNESS                              South Beach TriStar LLC, a Delaware
                                     Limited Liability Company

                                     By:   /s/ [ILLEGIBLE]
---------------------------------       ----------------------------------------
                                     Its:  VICE PRESIDENT
                                         ---------------------------------------
---------------------------------    Yupi Internet, Inc., a Florida corporation

---------------------------------    By:   /s/ OSCAR COEN
                                        ----------------------------------------
                                     Its.: Chief Executive Officer
                                          --------------------------------------
---------------------------------

                                      -14-
<PAGE>

FIRST AMENDMENT TO LEASE AGREEMENT DATED ____________________, 1999 BY AND
BETWEEN SOUTH BEACH TRISTAR LLC, A DELAWARE LIABILITY COMPANY ("LANDLORD") AND
YUPI INTERNET INC., A FLORIDA CORPORATION ("TENANT")

         The captioned Lease Agreement is hereby modified as follows:

         1.       Effective 6/19/1999 the following amendments to the captioned
                  Lease shall be effective:

                  A.       "Premises shall mean 830 Lincoln Road, Miami Beach,
                           Florida 33139 together with that certain mezzanine
                           space containing approximately 1,173 square feet
                           which space is shown on Exhibit "A" hereto.

                  B.       "Rental" shall mean $11,302.25 per month, inclusive
                           of sales tax.

                  C.       The Leased Premises shall also include four (4)
                           parking spaces located in the rear of the building.
                           The rental for each space shall be $75.00 per moth,
                           for a total monthly parking space rental of $300.00
                           which shall be added to the rental due under the
                           Lease and shall be due and payable when the monthly
                           rental payments are due. At such time as the landlord
                           has completed the restriping of the parking lot, 4
                           spaces shall be designated as reserved for tenant.

         2.       Expect as hereinabove amended, all of the terms and conditions
                  of the captioned Lease are hereby, ratified, confirmed and
                  approved.

         IN WITNESS WHEREOF, the undersigned have executed this Amendment this
____ day of ________________, 1999.

WITNESS                              South Beach TriStar LLC, a Delaware
                                     Limited Liability Company

                                     By:
---------------------------------       ----------------------------------------
                                     Its:
                                         ---------------------------------------
---------------------------------    Yupi Internet, Inc., a Florida corporation

---------------------------------    By:   /s/ Oscar Coen
                                        ----------------------------------------
                                     Its.: Chief Executive Officer
                                          --------------------------------------
---------------------------------

                                      -15-
<PAGE>

WITNESS                              South Beach TriStar LLC, a Delaware
                                     Limited Liability Company

                                     By:
---------------------------------       ----------------------------------------
                                     Its:
                                         ---------------------------------------
---------------------------------    Yupi Internet, Inc., a Florida corporation

---------------------------------    By:
                                        ----------------------------------------
                                     Its.:
                                          --------------------------------------
---------------------------------

                                      -16-