EXHIBIT 10.2

                                 BUSINESS LEASE

                            STANDARD LEASE AGREEMENT

  THIS LEASE AGREEMENT made and entered into the date first appearing below, by
and between the below specified Landlord, Tenant and Guarantor(s).
  For and in consideration of these premises, the rents reserved, and the
agreements and covenants herein contained, the Landlord does hereby lease and
demise unto the Tenant, and the Tenant hereby lease from the Landlord, the
premises specified below upon the terms and conditions set forth herein.

                        ARTICLE I. GENERAL SPECIFICATIONS

<TABLE>
<S>               <C>                                                                     <C>
DATE:             5/8/98

LANDLORD:         Name         JUPITER INDUSTRIAL ASSOCIATES

                  Address      880 JUPITER PARK DRIVE, #14                                Phone    747-0600

TENANT:           Name:        AMAZON HERB COMPANY

                  Address      725 N A1A, #C-115                                          Phone    575-7663

BROKER:           Name(s)      REBEL COOK REAL ESTATE & COLLINS GROUP             Phone   622-9920

GUARANTOR(S):     Name(s)
 __________________________________________________________________

                  Address
 __________________________________________________Phone_________________

PREMISES:         Address    1002 JUPITER PARK LANE

                  Unit Number       1                 Approximate Sq. Ft  5,194         Percentage__________


PARKING: ________________________   USE:    OFFICE WAREHOUSE

SECURITY DEPOSIT: $4111.91      1st     $4358.62      Last Month        $4358.62


TERM:    Original Term for _24  Months, commencing the  _15TH_ day of __JULY____ 1998

         ______ Option(s) to Extend Term for _________ Months (each) (adjusted
each year according to Article IV).

BASE RENTS:       $36,358.00 per year for year 1, payable $3029.83 per month
                  (adjusted each year according to Article IV).
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OTHER CHARGES:    $12,985.00_ per year for year 1, payable $_1,082.08_
                  per month (estimated cost for taxes, insurance and
                  maintenance) at the rate of $2.50_ per square foot of tenant
                  square footage for the first year and subject to adjustment as
                  per Article IV.

                  Plus 6% SALES TAX $ 2,960.58 Annually, Payable $246.71 per
                  month.

TOTAL RENT & CHARGES:      Year 1 $4358. per month.

         Initialed by:   _______________              ________________
                           Landlord               Tenant

                             ARTICLE II. DEFINITIONS

The following definitions shall apply:

   A. Base Rent: The Base Rent to be paid by Tenant pursuant to the provisions
herein and the rental of the first term.
   B. Adjusted Annual Rent: The Base Rent as defined above, hereafter increased
in accordance with the provisions hereof, but in no event less then the Base
Rent stipulated for the applicable term.
   C. Rentable Area: All space in the building rentable to tenants, whether or
not rented or occupied.
   D. Tenant's Share: The percentage which the area of said premises is of the
total rentable area of the building, which percentage is agreed upon as
specified under Article I. In the event that additional areas shall be added to
or included under this Lease, said agreed percentage shall be proportionately
increased.
   E. Common Areas and Facilities: All that part of the Premises not leased to
tenants of the premises and intended for the common use of all tenants of the
Premises, including among other facilities, parking areas, private streets and
allies, landscaping, curbs, loading areas, sidewalks and lighting facilities,
pylon signs, maintained by the Landlord in the Premises.

                           ARTICLE III. TERM OF LEASE

   A. ORIGINAL TERM: The Tenant hereby takes and holds the Premises specified
under Article I for the entire duration of the Original Term as specified
thereunder.

   B. COMMENCEMENT DATE: The Original Term will commence on the date specified
under Article I.. The Premises will be ready for occupancy by the Tenant on or
prior to the commencement date. However, in the event the Landlord is unable to
deliver possession of the premises to the Tenant as soon as practicable
thereafter, and the rental under this lease will be abated proportionately
during such time Tenant does not have possession. Tenant shall be deemed to have
possession upon issuance of a certificate of completion or certificate of
occupancy for the demised premises. In no event shall the Tenant have any claim
for damages (except for the abatement of rent as herein specified) due to the
failure of the Landlord to deliver possession of the premises to the Tenant on
or before said date.

   C. OPTIONS TO EXTEND: Providing Tenant is not in default in respect to any
provision of this lease at the time of extension, Tenant shall have the right to
extend the term of this lease for the number of additional periods of time, and
for the length of each such additional period, as designated in Article I,
provided however that written notice is given the Landlord of such intention to
extend the lease not less than one hundred twenty days prior to the expiration
of the Original Term or any prior extended term thereof. During any extended
term of the lease, all provisions of this lease shall remain in full force and
effect, except that the Base Rent for each year of any Option Term shall be
adjusted as herein provided, but in no event to be less than the year previous
to the option term. Lessee shall have no further right or option to renew or
extend the term of this Lease.

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   D. HOLDING OVER: In the event Tenant remains in possession of the Premises
after the expiration of this lease or any extended term thereof, it shall be
deemed a tenancy from month to month, subject to all conditions, provisions and
obligations of such tenancy, except that the monthly rental shall be twice the
monthly rental last in effect on this Lease.

                       ARTICLE IV. RENT AND OTHER CHARGES

   A. BASE RENT: Tenant shall pay in advance to the Landlord, without prior
demand, in lawful money of the United States, on the first day of each month,
without any deduction or off-set whatsoever throughout the term of this Lease,
the sum specified as Base Rent under Article I, together with all other
additional rent and all other sums and charges payable by Tenant hereunder as
herein provided, plus any Florida State Sales or Use Tax. Such payment shall be
made at the office of the Landlord or at such place Landlord may from time to
time designate by written notice directed to Tenant at the Demised Premises. In
the event the commencement date of the Original Term is other than the first day
of a month, then the Tenant shall pay rent for such fractional month prorated on
basis of a thirty day month.

   B. ADJUSTED ANNUAL RENT: The base rent shall be adjusted for each lease year,
as of the first day of January, in proportion to the increase in the Consumer
Price Index as of January 1st, to the CPI index at the commencement date of this
lease. The standard for measuring such adjustments shall be the Consumer Price
Index, United States average on all items and commodity groups, issued by the
Bureau of Labor Statistics of the United States, hereinafter referred to as the
"Index". The "Index" for the first month of the first term of this lease shall
be the comparison number from which future adjustments are made. Not
withstanding anything contained herein to the contrary the annual minimum base
rent adjustment shall be Three Percent (3%) for each lease year and the maximum
adjustment to base rent shall be Five Percent (5%) for each lease year.

   C. TAXES PAYABLE BY TENANT: The Tenant agrees to pay to Landlord, as
additional rental, in addition to the rental and other sums due hereunder,
during the term of this lease and any extended term thereof, his proportionate
share of all Real Estate Taxes, and all assessments which may be levied against
the Complex, immediately when first due, together with all costs and expenses
(including attorneys' fees and expenses) incurred by Landlord in connection
therewith, for such calendar year. The copy of the tax bill submitted by
Landlord to Tenant shall be sufficient evidence of the amount of taxes assessed
or levied against the parcel of real property to which such bill relates. CAM
rent increases shall be a maximum of Five Percent (5%) increase over the
previous year excluding increases for real estate taxes and insurance which will
be billed at Tenants actual proportionate share.

   D. MANNER OF PAYMENT OF TAXES BY TENANT: The amounts payable by Tenant
pursuant to the foregoing provision of this Lease shall be estimated by Landlord
for such period as Landlord may determine, not exceeding one year, and Tenant
agrees to deposit with Landlord such amounts in monthly installments in advance
on the first day of each calendar month during such period, such installments to
be in addition to all other payments of rent provided for in this Lease.

   E. PRORATIONS OF TAXES: Proportionate share of all Real Property Taxes
required to be paid by Tenant hereunder during the first and last calendar years
of the term of this Lease shall be prorated as of the first and last days of the
term of this lease.

   F. INSURANCE: Tenant shall pay as additional rent its proportionate share of
all premiums for insurance policies carried by the Landlord for its protection
of the complex against all perils, liability and rent loss due to perils, and
Tenant shall pay such amounts to Landlord in the manner hereinafter specified.

   G. INSURANCE - MANNER OF PAYMENT OF INSURANCE PREMIUMS BY TENANT: The
Proportionate Share of Insurance premiums payable by Tenant pursuant to the
foregoing provision of this Lease may, at the option of Landlord, be estimated
by Landlord for such period in advance as Landlord may determine not exceeding
one (1) year, and Tenant agrees, upon the request of the Landlord, to deposit
with Landlord such

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amounts in monthly installments in advance on the first day of each calendar
month during such period; such installments to be in addition to all other
payments of rent provided for in this Lease.

   H. COST OF MAINTENANCE OF COMMON AREAS AND FACILITIES: In each Lease year,
Tenant will pay to Landlord, in addition to the rental specified in Article I
hereof, as additional rent, its Proportionate Share of Landlord's costs and
expenses of maintaining, operating and repairing the Common Areas and Facilities
(including parking areas), during such Lease Year, including all common area
utilities (gas, water, sewer, trash removal and electric), monthly condominium
dues if any, and administrative fee of fifteen (15%) percent of such total
costs.

   I. MANNER OF PAYMENT OF TENANT'S PROPORTIONATE SHARE OF MAINTENANCE OF COMMON
AREAS: The amounts of which Tenant is to pay its proportionate share pursuant to
Section H above, shall be estimated by Landlord for such period as Landlord may
determine not exceeding one year, and Tenant agrees to pay Landlord such
estimated amount of its proportionate share of such amounts in monthly
installments in advance on the first day of each month together with and in
addition to all other rental payments provided for in this Lease.

   J. UTILITY CHARGES: Tenant shall be solely responsible for and shall promptly
pay all charges for heat, air conditioning, water, electricity, telephone, storm
and sanitary sewer service, janitor service, garbage removal, window cleaning,
and all other services and utilities supplied to or used or consumed in the
Leased Premises. In no event shall Landlord be liable for any interruption or
failure in the supply of any such utilities to Tenant or to the Leased Premises,
nor shall any such failure or interruption constitute an actual or constructive
eviction of Tenant from the Leased Premises or result in or give rise to any
abatement in any rent received hereunder, unless such interruption continues for
more than Three (3) business days and has not been caused by an act of God. Rent
will be abated for the length of interruption provided Tenant does not occupy
space during interruption. In the event of an electrical outage where Tenant is
able to occupy the space, should the electrical outage continue for more than
One (1) business day Landlord agrees to reimburse Tenant for the price of
Tenant's cost to rent a generator for Tenant's humidor. In this event, Tenant
shall be responsible for full rental payment.

   K. LATE PAYMENT CHARGE: In the event any monthly installment of rent is not
paid within ten (10) days after it is due and payable as set forth in this
lease, Tenant agrees to pay as a late charge an amount equal to five (5%)
percent of the monthly installment of rent that is due and payable. In the event
Tenant tenders any payment(s) to Landlord as required under this lease, which
are returned due to insufficient or uncollected funds in Tenant's account,
Tenant agrees to promptly pay to Landlord the sum of Two-Hundred Dollars ($200.)
per check as a service charge. In such event, Landlord may, at its option,
request Tenant's replacement check to be in the form of a certified check or
cashiers check.

   L. INTENTIONALLY DELETED.

   M. SECURITY DEPOSIT: As security for the faithful performance by Tenant of
all the terms and conditions of this Lease, Tenant has deposited with Landlord a
sum specified under Article I as the Security Deposit. The Landlord may
commingle the security deposit with its other funds and, in the event of a sale
of the building or of the land on which it stands, the Landlord shall transfer
the security deposit to the Buyer or Tenant and the Landlord shall be released
from all Liability to Tenant for the return of such security, and the Tenant
shall look only to the new Landlord for the return of said Security Deposit. The
security deposit shall not be mortgaged, assigned or encumbered by the Tenant
without the written consent of the Landlord. In the event of a permitted
assignment of this lease by Tenant, the security deposit shall be held by
Landlord as a deposit made by the assignee and the Landlord shall have no
further liability with respect to the return of said security deposit to the
Tenant. The security deposit shall be returned to the Tenant, without interest,
upon the expiration of the lease term and any extended term thereof, providing
that Tenant has fully carried out all the terms, covenants and conditions of
this lease.

                              ARTICLE V. NET LEASE

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   A. NET LEASE INTENDED UNLESS EXPRESSLY PROVIDED OTHERWISE: Tenant
acknowledges and agrees that it is intended that this Lease shall be a
completely net lease for Landlord, that Landlord shall not be responsible during
the term of the Lease for any costs, charges, expenses and outlays of any nature
whatsoever arising from or relating to the Leased Premises, or the contents
thereof, excepting only Landlord's income tax in respect to income received from
leasing the Leased Premises, Landlord's corporation franchise tax, and any
payments to be made by Landlord in connection with any mortgage or mortgages
executed by landlord affecting the Leased Premises, and, Tenant shall pay all
charges, costs and expenses of every nature and kind relating to the Leased
Premises and the operation of Tenant's business, and Tenant covenants with
Landlord accordingly.

                              ARTICLE VI. PREMISES

   A. QUIET ENJOYMENT: Tenant, upon paying the rents and performing all of the
terms on its part to be performed, shall peaceably and quietly enjoy the Demised
Premises subject, nevertheless, to the terms of this Lease and to any mortgage,
ground lease or agreements to which this lease is subordinated.

   B. USE OF THE PREMISES: During the entire lease term, and all extended terms
thereof, the Demised Premises must be used and occupied for the sole use
specified under Article I and for no other purpose or purposes without the prior
written consent of the Landlord, at the Landlord's sole discretion.

   C. SOLICITATION OF BUSINESS: Tenant and Tenant's employees shall not solicit
business in the parking lot or other common areas of the premises, and Tenant
shall not distribute any handbills or other advertising matter in automobiles
parked in the parking areas or in other Common areas of the premises, nor shall
Tenant display any merchandise outside the Leased Premises.

   D. PERMITS AND LICENSES: Tenant shall procure at its sole expense any permits
and licenses required for the transaction of business in the Leased Premises and
will at all times comply with all applicable laws, ordinances and governmental
regulations relating to the business of the Tenant conducted at the Leased
Premises.

   E. FIRE SALES, AUCTIONS, ETC., PROHIBITED: Tenant shall not conduct within or
from the Leased Premises any fire, auction, bankruptcy, "going-out-of-business"
, "lost-our-lease" , or similar sales, and shall not advertise the same on the
Leased Premises, or operate within the Leased Premises a "wholesale" or "factory
outlet" store, a "second hand" store, or any store conducted in whole or
principally for the sale of second-hand goods or surplus articles, insurance
salvage stock, fire-sale stock or bankruptcy stock.

   F. BUSINESS OPERATIONS: Tenant agrees to conduct its business at all times in
a high class and reputable manner. Tenant agrees to comply with all laws, rules
and regulations of Landlord and all governmental authorities respecting the use
of and operations and activities on the premises and in the Complex, including
sidewalks, streets, approaches, drives, parking areas, and shall not make,
suffer or permit any unlawful, improper or offensive use of the premises or
permit any nuisance therein. Tenant shall not make any use of the premises which
would make void or voidable any policy of fire or extended coverage insurance
covering the Complex, and if by reason of any use by Tenant of the Premises or
the keeping by tenant of any inflammable substance in the premises, the hazard
insurance premiums on policies maintained by Landlord shall be increased over
normal rates for the Complex, the amount of the increase in the premium shall be
paid to Landlord by Tenant on Demand. Tenant shall not burn any trash of any
kind in or about the Complex, nor shall Tenant permit rubbish, refuse or garbage
to accumulate or any fire or health hazard to exist in or about the premises.
Tenant shall not display any merchandise of install any showcase, or other
obstructions on the outside of the premises, or in any lobby or passageway
adjoining the same that will extend beyond the borderline of the premises, nor
shall Tenant maintain any loudspeaker devise or any noise making device in such
manner as to be audible to anyone not within the Tenant's premises. Without
consent of the Landlord, the Tenant shall not use the common areas as herein
defined except for ingress and egress to the Complex and the premises.

   G. EXAMINATION OF PREMISES: Tenant, having examined the premises, is familiar
with the condition thereof and relying solely on such examination will take them
in their present condition, unless otherwise expressly agreed upon in writing.

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   H. ACCEPTANCE: upon the issuance of a certificate of completion or a
certificate of occupancy for the demised premises, Tenant shall be deemed to
have certified to the Landlord and to the holder of any mortgage encumbering all
or part of the Landlord's estate, That the premises have been delivered to it in
accordance with the terms of this Lease and that possession has been accepted by
Tenant, that the term of this lease and the obligation to pay rents have
commenced, that the premises and all other portions of the Complex have been
completed in accordance with the requirements of this lease, and that there is
not then available to Tenant any defense or offset against rent or any violation
of the lease terms on the part of the Landlord. The foregoing provisions shall
be self-operative and no other instrument or certificate shall be required by
the Landlord or any mortgagee unless the Landlord or mortgagee shall deem the
same appropriate, in which event, in confirmation of the foregoing Tenant shall
promptly execute in writing a certificate containing the foregoing.

   I. MAINTENANCE BY TENANT: Tenant shall at all times keep and maintain the
interior of the Leased Premises, and all partitions, doors, fixtures, equipment
thereof and improvements thereto, in good order, condition and repair, normal
wear and tear excepted including, but not limited to , plate glass windows, door
closure devices and other exterior openings; window and door frames, molding,
locks and hardware, interior ( lighting, heating, air-conditioning, plumbing and
other electrical, mechanical and electromotive installation, equipment and
fixtures; sign, placards, decoration or advertising media of any type).

   J. ACCESS: Landlord shall have the right to place, maintain and repair all
utility conduits and equipment of any kind, upon and under the Demised Premises
as may be necessary for the servicing of the Demised Premises and other portions
of the Complex. Landlord shall also have the right to enter the Demised Premises
at all reasonable times, upon 24 hours prior notice, to inspect or to exhibit
the same to prospective purchasers, mortgagees, lessees and tenants and to make
such repairs, additions, alterations or improvements as Landlord may deem
desirable. Landlord shall be allowed to take all material into and upon said
premises that may be required therefore without the same constituting an
eviction of Tenant in whole or in part and the rents reserved shall not abate
while said work is in progress by reason of loss or interruption of Tenant's
business or otherwise and Tenant shall have no claim for damages. If Tenant
shall not be personally present to permit an entry into said premises when for
any reasonable reason an entry therein shall be permissible, Landlord may enter
the same by a master key or by the use of force without rendering Landlord
liable therefor and without in any manner affecting the obligations of this
Lease. The provisions of this paragraph shall not be construed to impose upon
Landlord any obligation whatsoever for the maintenance or repair of the building
or any part thereof except as otherwise herein specifically provided. During the
one hundred twenty days prior to the expiration of the Lease or any renewal
term, Landlord may place upon Demised Premises signs indicating that the Demised
Premises are available for rent or sale, which Tenant shall permit to remain
thereon.

   K. EASEMENTS: Landlord reserves all rights to the air space over and under
the Demised Premises and the Complex. Site plan schematically portraying the
general lay-out of the Complex and other improvements shall not be deemed to be
a warranty, or representation that such plan will not be altered from time to
time. Landlord reserves the right to make changes, additions and alterations in
and to the Site Plan and the proposed or completed buildings, and common areas,
provided the same do not unreasonably interfere with Tenant's use of the
premises. Landlord reserves the right to use common areas to accommodate future
construction activities in, around, over and under the Complex. The attachment
of a Site Plan to this lease shall not imply any obligation on the part of
Landlord to construct the building as shown thereon nor prohibit a future
modification thereof. Neither Landlord nor any agents or employee of Landlord
has made any representations or promises with respect to the demised premises or
the Complex other than those expressly set forth in this lease: and no rights,
privileges, easements or licenses shall be acquired by Tenant except as
expressly set forth in this lease.

   L. IMPROVEMENTS: Should Tenant install air conditioning or other equipment on
the roof of the Demised Premises, Tenant shall assume primary responsibility for
the maintenance and repair of the roof and such installation, operation and
maintenance shall be made in such manner that the right of Landlord under any
roofing bond then in force shall not be affected. Within twenty days from the
date this Lease is executed by Landlord and Tenant and before any of Tenant's
work is started, Tenant shall submit for Landlord's approval detailed plans and
specifications for all Tenant's work, which must include the extent such work
will require mechanical or electrical

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installations which will be connected to utilities furnished by Landlord or will
affect the exterior appearance of the Demised Premises or its structural,
mechanical or electrical components.
   All improvements, additions or fixtures that may be made or installed on the
premises by either party (including floor coverings cemented or otherwise
affixed to the floor) shall be the property of the Landlord.
   Tenant shall not make any structural alterations in or additions to the
Demised Premises. If alterations become necessary because of the application of
laws or ordinances or of the directions, rules or regulations of any regulatory
body to the business carried on by the tenant or because of any act of default
on the part of the Tenant or because Tenant has overloaded any electrical or
other facility, Tenant shall make any required alterations whether structural or
non-structural at its own cost and expense after first obtaining Landlord's
written approval of plans and specifications and furnishing to Landlord such
indemnification against liens, costs, damages and expenses as Landlord may
reasonably require. All improvements shall be in accordance with all Federal,
State and Local regulations and codes and will not commence prior to obtaining
all applicable permits.
   Tenant shall not place or suffer to be placed or maintained on any exterior
door, roof, wall or window of the Complex or demised premises including the
storefront or any other part of the Demised Premises visible from any part of
the common area any sign, awning or canopy, or advertising matter or other thing
of any kind, and will not place or maintain any decoration, lettering or
advertising matter on the glass of any window or door of the demised premises
without first obtaining Landlord's written approval and consent. Landlord agrees
to grant approval of any sign which is in conformity with the sign criteria for
the Complex prepared by Landlord's architect. Tenant further agrees to maintain
such sign, awning, canopy, decoration, lettering, advertising matter or other
thing as may be approved in good condition and repair at all times and to remove
the same at the end of the term if requested by Landlord to do so. Upon removal
thereof Tenant agrees to repair any damage to the premises caused by such
installation.
   Landlord shall have at all times a valid lien for all rentals and other sums
of money becoming due hereunder from the Tenant upon all goods, wares,
equipment, fixtures, furniture and other personal property of Tenant situated on
the premises without liability for trespass or conversion, and sell the same
with or without notice at public or private sale, with or without having such
property at the sale, at which Landlord or its assigns may purchase, and apply
the proceeds thereof, less any all expense connected with the taking of
possession and sale of the property, and as a credit against any sums due by
Tenant to Landlord. Any surplus shall be paid to Tenant, and Tenant agrees to
pay any deficiency forthwith. Alternatively, the lien hereby granted may be
foreclosed in the manner and form provided by law or in any form provided by
law. Tenant agrees to execute such Financing Statements and other documents as
may be required by the commercial Code of the state in which the demised
premises are located in order to preserve the priority of the lien created. The
statutory lien for rent is not hereby waived, the express contractual lien
herein granted being in addition and supplementary thereto. Landlord agrees to
subordinate the lien granted herein to a third party institutional lender
financing tenants inventory as well as specific equipment listed on Exhibit A.
   Upon expiration of the term of this Lease Tenant agrees to promptly remove
its personal property, trade fixtures and signs and upon Tenant's failure to do
so, the said fixtures, signs and property shall be deemed abandoned by Tenant
and shall become the property of the Landlord. The Landlord shall not be liable
for trespass, conversion or negligence by reason of its acts or acts of anyone
claiming under it or by reason of the negligence of any person with respect to
the acquisition and/or disposition of such property.
   Tenant agrees that it will repair any damage done to the premises by the
installation and/or removal of its trade fixtures and signs, and upon failure of
Tenant to do so promptly at the end of the term Tenant agrees to pay Landlord
any cost incurred by Landlord in making such repairs or affecting such removal.
Notwithstanding anything contained herein to the contrary, all renovations that
have been approved by Landlord may be left in the approved state and the end of
the lease. Furthermore Tenant shall have the option to repair any equipment ,
fixtures, etc., in good working order , in leu of replacing any of the above.

   M. CONTROL OF COMMON AREAS AND FACILITIES BY LANDLORD: All common areas and
facilities from time to time provided by Landlord, including all automobile
parking areas, driveways, entrances and exits thereto, and other facilities
furnished by Landlord in or near the Premises, including employee parking areas,
loading docks, package pick-up stations, pedestrian sidewalks, ramps, landscaped
areas, exterior stairways, elevators, escalators, restrooms and other areas and
improvements provided by Landlord for the general use, in common, of tenants of
the Premises, their officers, agents, employees and customers, shall at all
times be subject to the exclusive control and management of Landlord, and
Landlord shall have the right from time to time to

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establish, modify and enforce reasonable rules and regulations with respect to
all Common Areas and Facilities. In addition to the rights of Landlord with
respect to the Common Areas and Facilities set forth in this Lease, Landlord
shall have the right to construct, maintain and operate lighting facilities on
all Common Areas and Facilities; to police the same; from time to time to change
the area, level, location and arrangement of parking areas and other Common
Areas and Facilities herein above referred to; to restrict parking by Tenants,
their officers, agents and employees to employee parking areas; to enforce
parking charges, with appropriate provisions for free parking ticket validation
by tenants; to close all or any portion of the Common Areas and Facilities to
such extent as may, in the opinion of Landlord's counsel, be legally sufficient
to prevent a dedication thereof or the accrual of any rights to any person or to
the public therein; to obstruct or close off any or all of the Common Areas and
Facilities to discourage non-customer parking; and to do and perform such other
acts in and to the Common Areas and Facilities or any part thereof, as Landlord
shall determine in its sole discretion. Landlord will operate and maintain the
Common Areas and Facilities in such manner as Landlord, at its sole discretion,
shall determine from time to time. Without limiting the scope of such
discretion, Landlord shall have the full right and authority to employ all
personnel and to make rules and regulations pertaining to and necessary for the
proper operation and maintenance of the Common Areas and Facilities.

   N. LIENS: Tenant agrees that it will make a prompt payment when due, of all
costs and expenses incurred in carrying out its agreement herein and of all
costs and expenses of any repairs, constructions or installations which are the
responsibility of Tenant hereunder. Tenant agrees to indemnify and save Landlord
harmless from and against any/all liabilities incurred by Tenant including any
mechanics, materialsmen's, laborers' liens asserted or claimed against the
premises or any part thereof on account of work, labor or materials used in the
premises or in any improvement or change thereof made at the request of, or upon
the order of, or to discharge the obligation of Tenant. Should any mechanic's or
other lien be filed against the Demised Premises or any part thereof for any
reason whatsoever, Tenant shall cause the same to be canceled and discharged of
record by bond or otherwise within twenty (20) days after notice of such filing.
In no event shall anything contained in this paragraph or elsewhere in the Lease
be deemed to subject Landlord's interest in the premises to the lien of any
person doing work or furnishing materials at the instance and request of Tenant.

   O. COMMON AREAS: In addition to the premises, Tenant shall have the right to
the non-exclusive use, in common with the Landlord and others to whom Landlord
may grant similar rights, of automobile parking areas, driveways, malls and
footways, and such loading facilities, elevators, escalators and other
facilities as may be located and designated from time to time by landlord
subject to the terms and conditions of this lease. The common areas shall be
subject to the exclusive control and management of Landlord and Landlord shall
have the right to establish, modify, change and enforce reasonable rules and
regulations with respect to common areas so long as such rules are not
discriminatory against Tenant, and Tenant agrees to abide by and conform with
such rules and regulations. Tenant agrees that it and its officers and employees
will park their automobiles only in such areas as Landlord from time to time
designate for employee parking, which areas may be within or without the
Complex. Tenant agrees that it will, within five days after written request
therefor by Landlord, furnish Landlord with the state automobile license numbers
assigned to its cars of all its employees. Tenant has right to accept delivery
and ship in designated area. In the event it is deemed necessary to prevent the
acquisition of public rights, Landlord may from time to time temporarily close
portions of the common areas, and may erect private boundary markers or take
such steps as deemed appropriate for this purpose. Such actions shall not be
considered an eviction or disturbance of Tenant's quiet possession of the
demised premises.

   P. DESTRUCTION: If the Demised Premises shall be partially damaged by any
casualty insurable under Landlord's insurance policy, Landlord shall, upon
receipt of the insurance proceeds, repair the same and the minimum rent shall be
abated proportionately as to that portion of the Demised Premises rendered
untenable. If the Demised Premises by reason of such occurrence are rendered
wholly untenable or whether the Demised Premises are damaged or not, if all of
the buildings which then comprise the Complex should be damaged to the extent of
seventy-five percent or more of the then monetary value thereof, or seventy-five
percent of the buildings or common areas of the Complex are damaged, whether or
not the Demised Premises are damaged to such an extent that the Complex cannot,
in the sole judgment of the Landlord, be operated as an integral unit, then or
in any such event, Landlord may elect to repair the damage or may cancel this
Lease by notice of cancellation within one hundred eighty (180) days after such
event and thereupon this lease shall expire, and Tenant shall vacate and

<PAGE>

surrender the Demised Premises to Landlord. Tenant's liability for rent upon the
termination of this lease shall cease as of the day following the event or
damage. Unless this lease is terminated by Landlord, Tenant shall hold the
proceeds of all insurance carried by Tenant on its property and improvements in
trust for the purpose of repair and replacement. In the event Landlord elects to
repair the damage any abatement of rent shall end five days after notice by
Landlord to Tenant that the Demised Premises have been repaired. If any damage
is caused by the negligence of Tenant or its employees, the damages shall be
repaired by Landlord, upon receipt of insurance proceeds, but there shall be no
abatement of rent.

   Q. CONDEMNATION: If title to all of the demised premises is taken for any
public or quasi-public use by eminent domain by private purchase in lieu
thereof, on if title to so much of the premises or the Complex is taken that a
reasonable amount of reconstruction thereof will not in Landlord's sole
discretion result in the premises or the Complex being a practical improvement
and reasonably suitable for use for the purpose for which they are designed, the
in either event, this lease shall terminate at the option of either party on the
date that title vests in the condemning authority; provided that Tenant shall
not have the right to terminate this lease unless the taking is such as to
render the premises inaccessible to pedestrian traffic, or unless Tenant's
premises is reduced in size or utility so to be practically unusable for the
purposes for which the premises are requited to be used, If this lease is
terminated under the provisions of this paragraph, rent shall be apportioned and
adjusted as of the date of termination. Tenant shall have no claim against
Landlord or against the condemning authority for the value of its leasehold
estate or for the value of the unexpired term of the lease. If there is a
partial taking of the demised premises or the Complex and this lease is not
thereby terminated under the provisions of this paragraph, then this lease shall
remain in full force and effect, and the Landlord shall, within reasonable time
thereafter, repair and restore the remaining portion of the premises, should
they be affected, to the extent necessary to render the same reasonably suitable
for the purposes for which the premises were leased, and shall repair and
reconstruct the remaining portion of the Complex to the extent necessary to make
the same a complete architectural unit: provided that such work shall not exceed
the scope of the work required to be done by Landlord in originally constructing
such Complex or the demised premises and the landlord shall not be required to
expend more than the net proceeds of the condemnation award which are paid to
Landlord in complying with its obligations hereunder. All compensation awarded
or paid upon a total or partial taking of the demised premises or the Complex
shall belong to and be the property of the Landlord without any participation by
Tenant. Nothing herein shall be construed to preclude Tenant from prosecuting
any claims directly against the condemning authority for loss of business,
damage to, and cost of removal of trade fixtures, furniture and other personal
property belonging to Tenant; provided however, that no such claim shall
diminish or adversely affect the Landlord's award. After any partial taking of
the Demised Premises which does not result in the termination of this lease the
Base Annual Rent for the remainder of the term shall be reduced by the same
percentage as the floor area of the space taken bears to the Leased Square Feet
in the entire demised premises.

   R. SUBORDINATION: Tenant agrees that this lease shall be subordinate to any
mortgages, now or hereafter encumbering the Complex or any part or component
thereof, and to all advances made upon the security thereof. This shall be
self-operative and no further instrument of subordination shall be required by
any mortgagee. However, the Tenant, upon request of any party in interest shall
execute promptly such instruments or certificates to carry out the intent hereof
as shall be required by the Landlord. If Tenant does not execute and deliver
such instruments within five (5) business days after receipt of a request by
Landlord, Tenant hereby constitutes and appoints Landlord as its
attorney-in-fact to execute and deliver the instruments on behalf of Tenant.
   Tenant shall, in the event any proceedings are brought for the foreclosure of
or in the event of exercise of the power of sale under any mortgage made by the
Landlord covering the demised premises or in the Complex or any part thereof or
to the Landlord certifying (if such be the case) that this lease is unmodified
and is in full force and effect (and if there has been modification, that the
same is in full force and effect as modified and stating the modifications);
that there are no defenses or offsets against the enforcement thereof or stating
those claimed by the Tenant; and stating the day to which rentals and other
charges are paid. Such certificate shall also include such other information as
may be reasonably required by mortgagee.
   Tenant shall, in the event any proceedings are brought for the foreclosure of
or in the event of exercise of the power of sale under any mortgage made by the
Landlord covering the demised premises, or in the event of a termination of any
lease under which Landlord may hold title, attorney to the purchaser of the
encumbered interest or the Landlord as the case may be, and recognize such
person as the Landlord under this lease. Tenant

<PAGE>

agrees that the institution of any suit, action or other proceeding by a
mortgagee to realize on Landlord's interest in the Complex or as sale of
Landlord's interest in the Complex pursuant to the powers granted to a mortgagee
under its mortgage, shall not, by operation of law or otherwise, result in the
cancellation or termination of this lease or of the obligations of the Tenant
hereunder. Landlord and Tenant agree that notwithstanding that this lease is
expressly subject and subordinate to any mortgages, any mortgagee, its
successors and assigns or other holder of a mortgage or a note secured thereby,
may sell the Complex in the manner provided in the mortgage and may, at the
option of such mortgagee, his successor's and assigns or other holder of the
mortgage or the note secured thereby make such sale of the complex subject to
this lease.

   S. ASSIGNMENT: Tenant shall not assign, mortgage or encumber this lease nor
sublet or suffer or permit the premises or any part thereof to be used by others
without the prior written consent of Landlord in each instance; which consent
shall not be unreasonably withheld. Any request for consent to a subletting or
assignment shall be in writing and accompanied by a true copy of a bonafide
offer to sublet, and the Tenant shall furnish to Landlord all information
requested by Landlord as to the proposed subtenant. If Landlord has not
consented to such request within 15 days after receipt by Landlord of such
request for consent and of any information requested by the Landlord, the
Landlord shall be deemed to have withheld consent. If consent is granted Tenant
shall sublet or assign only upon the terms set forth in the offer submitted to
Landlord. If Tenant is a corporation, any transfer, sale or other disposition of
the controlling stock of the Tenant shall be deemed an assignment of this lease
provided, however, that if the stock of such corporation is regularly traded on
any recognized securities market; the transfer of stock will not be prohibited
hereby. Landlord consents to a transfer of this lease to a wholly owned
subsidiary of Tenant provided that Tenant shall remain primarily liable for the
performance of Tenant's covenants hereunder. If this lease is assigned or if the
premises or any part thereof is sublet or occupied by anyone other than Tenant
whether with or without the written consent of Landlord, Landlord may collect
rent from the assignee, sub-tenant or occupant and apply the net amount
collected to the rents herein reserved, but no assignment, subletting, occupancy
or collection shall be deemed waiver of any covenants or be deemed an acceptance
of the assignee, sub-tenant or occupant, or a release of tenant from any
liability hereunder.

   T. SURRENDER: Upon the expiration of the term hereof Tenant shall surrender
the premises to Landlord as in good order and condition as they were in at the
commencement of the term (except for ordinary wear and tear and damage by fire
or other casualties, or causes beyond the Tenant's control) together with all
additions, alterations and improvements which may have been made in or to the
premises pursuant to this lease. Landlord may, at its option, require the Tenant
to remove all such alterations and additions and to restore the premises to the
condition they were in when originally delivered to Tenant, save ordinary wear
and tear except that if tenant has received approval from landlord for
alterations and or additions tenant may at their option leave additions and
alterations at the end of the lease. In good condition ordinary wear and tear
excepted. In the event Tenant continues to occupy the premises after the
expiration of the term, without being given or being entitled to a renewal or
new lease, such occupancy shall be considered a tenancy from month-to-month at a
monthly rental equal to double the rent payment due for the last full month of
the lease term. This provision shall not give Tenant any right to continue
occupancy following the expiration of this lease, except with the consent of
Landlord. Tenant shall be liable to Landlord for all damages occasioned by such
holding over, including claims by any succeeding occupancy of the premises for
such delay.

                             ARTICLE VII. LIABILITY

   A. INDEMNITY: Not withstanding gross negligence, Tenant hereby indemnifies
Landlord and agrees to save Landlord harmless from suits, actions, damages,
liability and expense in connection with loss of life, bodily or personal
injury, property damage or loss of income arising from or out of any occurrence
in, upon or at or from the Demised Premises or the occupancy or use by Tenant of
said premises or any part thereof, or occasioned wholly or in part by any act or
omission of Tenant, its agents, contractors, employees, servants, invitees,
licensees or concessionaires, including the sidewalks and common areas and
facilities within the Complex. Tenant shall store its property in and shall
occupy the Demised Premises and all other portions of the Complex at its own
risk. Landlord shall not be responsible or liable to Tenant or to those claiming
by, through or under Tenant for any loss or damage to either the person or
property of Tenant that may be occasioned by or through the

<PAGE>

acts or omissions of persons occupying adjacent, connecting or adjoining
premises. Landlord shall not be responsible or liable for any defect, latent or
otherwise, in any building in the Complex, or any of the equipment, machinery,
utilities, appliances or apparatus therein nor shall it be responsible or liable
for any injury, loss or damage to any person or to any property of Tenant or
other person caused by or resulting from bursting, breakage or by or from
leakage, steam, running or the overflow of water or sewerage in any part of said
premises or for any injury or damage caused by or resulting from acts of God or
the elements, or for any injury or damage caused by or resulting from any defect
or negligence in the occupancy, construction, operation or use of any of said
premises, buildings, machinery, apparatus or equipment by any person or by or
from the acts of negligence of any occupant of the premises, unless caused by
grossly negligent acts of landlord. Tenant shall give prompt notice to Landlord
in case of fire or accidents in the Demised Premises or in the building of which
the Demised Premises are a part, or of defects therein or in any fixtures or
equipment. In case Landlord shall, without fault on its part, be made a party to
any litigation commenced by or against Tenant, then Tenant shall , at its own
cost and expense, defend any such suits or actions. Tenant shall satisfy and
discharge any judgments that may be recovered against Landlord, and if Tenant
fails to repay the amount for which Landlord becomes liable, Landlord may pay
the same with any interest costs or other charges which may have accrued
thereon. The amount paid by Landlord, with interest at the rate of fifteen
percent (15%) per annum from the date of payment , shall be due and payable by
Tenant as additional rent with the next installment of rent coming due.

   B. FORCE MAJEURE: Landlord shall be excused for the period of any delay in
the performance of any obligations hereunder when prevented from so doing by
cause or causes beyond Landlord's control which shall include, without
limitation, all labor disputes, civil commotion, war, war-like operations,
invasion, rebellion, hostilities, military or usurped power, sabotage,
governmental regulations or controls, fire or other casualty, inability to
obtain any material or services or through acts of God.

   C. INSURANCE - PROPERTY DAMAGE, LIABILITY, AND OTHER INSURANCE : Tenant shall
maintain at its own cost and expense (with coverage to commence at the time
Tenant enters the Demised Premises to install equipment, etc., or at the
commencement of the term of this Lease, whichever occurs earlier) (1) FIRE
INSURANCE in an amount adequate to cover the cost of replacement of all
decorations and improvements, fixtures, and contents in the Demised Premises in
the event of fire. This insurance must be procured on an "All Risk" basis and
comply with the Southeastern Underwriters Association. Tenant must also procure
"Fire Legal Liability" in an amount not less that $100,000.00. (2) PUBLIC
LIABILITY INSURANCE on a occurrence basis with minimum limits of liability in an
amount of $1,000,000.00 with respect to damage to property (3) PLATE GLASS
INSURANCE covering all outside plate glass in the Demised Premises. In the event
Tenant fails to obtain or maintain the insurance required hereunder, Landlord
may obtain same and any cost incurred by Landlord in connection therewith shall
be deemed additional rent to be paid by Tenant and is payable as such.
   Any insurance procured by Tenant as herein required shall be issued in the
name of Landlord or such agents as Landlord may designate and Tenant by a
company licensed to do business in the State of Florida and with a current
Best's Rating of no lower than "A" and shall contain endorsements that (1) such
insurance may not be canceled or amended with respects to Landlord without
thirty (30) days written notice by registered mail to Landlord by the insurance
company; (2) Tenant shall be solely responsible for payment of premiums and
Landlord shall not be required to pay any premiums for such insurance; (3) any
insurance policies herein required to be procured by Tenant shall contain an
express waiver of any right or subrogation by the insurance company against
Landlord. The original policy or policies of all such hazard and liability
insurance shall be delivered to Landlord by Tenant within ten (10) days of the
issuance of each such policy by the respective insurance company.
   Tenant shall not stock, use or sell any article or do anything in or about
the Demised Premises which may be prohibited by Landlord's insurance policies or
any endorsements or forms attached thereto, or which will increase any insurance
rates or premiums on the Demised Premises, the building of which they are a part
and all other buildings in the Complex. Tenant shall pay on demand any increase
in premiums for Landlord's insurance that may be charged on such insurance e
carried by Landlord resulting from Tenant's use, occupancy or vacancy of the
Demised Premises. A schedule issued by the organization making the fire
insurance, extended coverage, vandalism and malicious mischief, special extended
coverage or any all-risk insurance rates for said premises or any rule books
issued by the rating organizations or similar bodies or by rating procedures or
rules of Landlord's insurance companies shall be conclusive evidence of the
several items and charges which make-up the insurance rates and premiums on the
Demised Premises and the Complex. If, due to the occupancy, abandonment, or

<PAGE>

Tenant's failure to occupy the Demised Premises as herein provided, any
insurance shall be canceled by the insurance carrier or if the premiums for any
such insurance shall be increased, then, in any of such events, Tenant shall
indemnify and hold Landlord harmless and shall pay on demand the increased cost
of such insurance. Tenant also shall pay in such events, any increased premium
on the rent insurance that my be carried by Landlord for its protection against
rent loss through fire or other casualty.

                            ARTICLE VIII. PERFORMANCE

   A. DEFAULT: The following events shall be deemed to be events of default by
Tenant under this lease:
         (1) Tenant shall fail to pay any installment of rent, including
Percentage Rent and additional rent hereby reserved and such failure shall
continue for a period of ten (10) days.
         (2) Tenant shall fail to comply with any term, provision, or covenant
of this lease, other than payment of rent and shall not cure such failure within
fifteen (15) days after written notice thereof to tenant, or if the compliance
cannot reasonably be completed within such time, then tenant shall fail to
commence and diligently pursue the compliance and complete same within one
hundred twenty (120) days after notice thereof is provided.
         (3) Tenant or guarantor shall become insolvent or shall make a transfer
in fraud of creditors of shall make an assignment for the benefit of creditors.
         (4) Tenant or guarantor shall file a petition under any section or
chapter of the National Bankruptcy Act, as amended, or under any similar law or
statute of the United States or any State thereof, or there shall be filed
against Tenant a petition in bankruptcy or insolvency or a similar proceeding,
and any such proceedings shall not have been dismissed within ninety (90) days
after its commencement, or Tenant shall be adjudged bankrupt or insolvent in
proceeding filed against tenant thereunder.
         (5) A receiver or Trustee shall be appointed for the Demised Premises
or for all or substantially all the assets of Tenant.
         (6) Tenant shall abandon or vacate all or any portion of the premises
or fail to take possession or open for business within the time required by this
lease. Notwithstanding any statutory definition to the contrary, the premises
will be deemed abandoned if Tenant fails to open and operate for the purpose of
conducting business for ten (10) consecutive business days.
         (7) Tenant shall do or permit to be done anything which creates a lien
upon the Demised Premises, which is not bonded or released within twenty (20)
days after notice of filing.

   B. REMEDIES: Upon the occurrence of any such events of default, Landlord
shall have the option to pursue any one or more of the following remedies
without any notice or demand whatsoever:
         (1) Terminate this lease, in which event Tenant shall immediately
surrender the Demised Premises to Landlord, and, if Tenant fails to do so,
Landlord may, without prejudice to any other remedy which he may have for
possession or arrearages in rent, enter upon and take possession of the Demised
Premises and expel or remove Tenant and any other person who may be occupying
said premises or any part thereof, by reasonable force if necessary, without
being liable for prosecution or any claim of damages therefore; and Tenant
agrees to pay to Landlord on demand the amount of all loss and damage which
Landlord may suffer by reason of such termination, whether through inability to
re-let the premises on satisfactory terms or otherwise.
         (2) Enter upon and take possession of the Demised Premises and expel or
remove Tenant and any other person who may be occupying said premises or any
part thereof, by reasonable force if necessary, without being liable for
prosecution or any claim for damages therefor, and, if Landlord so elects,
re-let the premises on such terms as Landlord may deem advisable and receive the
rent therefore. If Tenant is not in possession of the Demised premises and
Landlord terminates this Lease due to Tenant's default hereunder, Tenant shall
surrender Tenant's copy of the lease to Landlord and Tenant shall have no
further rights hereunder. Tenant agrees to pay to landlord on demand any
deficiency, expenses and/or brokerage fees that may arise by reason of such
re-letting.
         (3) Enter upon the demised premises by force if necessary without being
liable for prosecution or any claim for damages therefore, and do whatever
Tenant is obligated to do under the terms of this lease; and Tenant agrees to
reimburse Landlord on demand for any expenses including reasonable attorneys
fees which Landlord may incur in thus effecting compliance with Tenant's
obligations under this lease, and Tenant further agrees that Landlord shall not
be liable for any damages, resulting to the Tenant for such action, whether
caused by the negligence of Landlord or otherwise.

<PAGE>

         (4) All rent and other charges due under this lease may, at the option
of Landlord, become immediately due and payable.

   C. NO WAIVER: Pursuit of any of the foregoing remedies shall not preclude
pursuit of any of the other remedies herein provided or any other remedies
provided by law, nor shall pursuit of any remedy herein provided constitute a
forfeiture or waiver of any rent due to Landlord hereunder or of any damages
accruing to Landlord by reason of the violation of any of the terms, provisions
and covenants herein contained. No action taken by or on behalf of the Landlord
shall be construed to be acceptance of a surrender of this lease. Forbearance by
Landlord to enforce one or more of the remedies herein provided upon an event of
default shall not be deemed or construed to constitute a waiver of such default.
In determining the amount of loss of damage which Landlord may suffer by reason
of termination of this lease or the deficiency arising by reason of any
re-letting of the demised premises by landlord as above provided, allowance
shall be made for the expense of repossession, any repairs or remodeling
undertaken by Landlord following repossession. Tenant agrees to pay to Landlord
all costs and expenses incurred by Landlord in the enforcement of this lease,
including all reasonable fees of Landlord's attorneys when such attorneys are
employed by Landlord to effect collection of any sums due hereunder or to
enforce any obligation of the Tenant and right or remedy of Landlord. The
failure of the landlord to insist, in any one or more instances upon strict
performance of any of the covenants or agreements in this Lease, or to exercise
any option herein contained, shall not be construed as a waiver or a
relinquishment for the future of such covenant, agreement, or option, but the
same shall continue and remain in full force and effect. The receipt by the
Landlord of rent, with knowledge of the breach of any covenant or agreement
thereof, shall not be deemed a waiver of such breach and no waiver by the
Landlord of any provision hereof shall be deemed to have been made unless
expressed in writing and signed by the Landlord.

   D. RIGHT TO CURE: If Tenant defaults under this lease, Landlord may, at its
option, immediately or at any time thereafter, without waiving any claim for
breach of agreement, and without notice to Tenant, cure such default for the
account of tenant. If the Landlord shall institute an action or summary
proceeding against the Tenant based upon such default, or if the Landlord shall
cure such default or defaults for the account of Tenant, then the Tenant will
pay all costs and expenses incurred by Landlord in curing such default including
reasonable attorney's fees, which sums, together with interest at the rate of
fifteen (15%) percent per annum shall be due and payable on demand, and shall be
deemed to be additional rent. Landlord shall not be responsible to Tenant for
any loss or damage resulting in any manner by reason of its undertaking any acts
in accordance with the provisions of this lease, unless such acts or omissions
of landlord were grossly negligent. Tenant shall have 10 day right to cure for
non-monetary default upon written notification.

   E. TIME OF ESSENCE: Time is of the essence of this lease and each and every
provision hereof.

   F. NOTICES: Any notice required or permitted to be given under this lease
shall be in writing and shall be posted in the United States mail, registered,
return receipt requested, addressed to the party to be served at the address
shown in Article I of this lease, or to such other address as either the
Landlord or the Tenant shall designate, in the manner herein set forth for the
giving of notice. Any notice required to be given by the Tenant to the Landlord
to be effective hereunder shall also be given in writing by registered mail to
each mortgagee of the Landlord's estate provided that the Tenant shall have
previously received written notice of the name and address of any such
mortgagee. A mortgagee shall have the same rights to cure any default that the
Landlord has under the terms of this lease.

   G. SUBMISSION OF LEASE: Submission of this lease for examination does not
constitute an option for the demised premises and becomes effective as a lease
only upon execution and delivery thereof by Landlord to Tenant. If any
provisions contained in a rider is inconsistent with the printed provision of
this lease, the provision contained in said writing shall supersede said printed
provision. The captions, numbers and index appearing herein are inserted only as
a matter of convenience and are not intended to define, limit, construe or
describe the scope or intent of any paragraph, nor in any way affect this Lease.

   H. RECORDING: Tenant shall not record this lease or a memorandum thereof
without the written consent of Landlord.

<PAGE>

   I. PARTIAL INVALIDITY: If any provision of this lease or application thereof
to any person or circumstance to any extent be invalid, the remainder of this
lease or the application of such provision to persons or circumstances other
than those as to which it is held invalid shall not be affected thereby and each
provision of this lease shall be valid and enforced to the fullest extent
permitted by law.

   J. BROKER'S COMMISSION: Tenant represents and warrants that there are no
claims for brokerage commissions or finder's fees in connection with the
execution of this lease except for those payable to landlord's broker(s) and
agrees to indemnify Landlord against and hold it harmless from all liabilities
arising from any such claim, including cost of counsel fees, other than those
claims of landlord's brokers.

   K. INTERPRETATION: The covenants and agreements herein contained shall bind,
and the benefits and advantages hereof shall inure to the respective heirs,
legal representatives, successors and assigns of the parties hereto. Whenever
used, the singular number shall include the plural, the plural shall include the
singular, and the use of any gender shall include all genders. This lease may
not be changed orally, but only by an agreement in writing and signed by the
party against whom enforcement of any waiver, change, modification, or discharge
is sought. The marginal notes and headings of this lease are inserted only as a
matter of convenience and for reference and in no way define, limit or describe
the scope or intent or otherwise affect in any way this lease. This agreement
shall create the relationship of Landlord and Tenant between the parties hereto.
No estate shall pass out of the Landlord. Tenant shall have only a lease not
subject to levy and sale, and not subject to assignment except in accordance
with the provisions hereof. This lease shall be governed by, construed and
enforced in accordance with the laws of the state in which the Complex is
located. Should any of the printed provisions of this lease require judicial
interpretation, it is agreed that the court interpreting or construing the same
shall not apply a presumption that the terms of any such printed provision shall
be more strictly construed against one party by reason of the rule of
construction that a document is to be construed most strictly against the party
who itself or through its agent prepared the same, it being agreed that the
agents of all parties have participated in the preparation of the printed
provisions of this lease, and that all terms were negotiable.

   L. ENTIRE AGREEMENT: Notwithstanding anything herein contained or contained
in any other writings concerning the Demised Premises by either of the parties
hereto, the parties hereto agreeing hereby that all such other writings are
hereby superseded and/or merged into this Lease which shall be the entire
agreement of the parties concerning said Demised Premises, this Lease shall not
become binding as such upon Landlord unless all preliminary conditions required
to be performed by Tenant are so performed and unless the requirements of the
zoning ordinances and rules and regulations of all public authorities have
jurisdiction are met. Tenant acknowledges that Landlord makes no representations
as to his ability to build or Tenant's ability to conduct the business intended
to be conducted on the premises under said zoning laws and the rules and
regulations of said public authorities having jurisdiction.
   Tenant acknowledges that Landlord has not made any statement, promise or
agreement or taken upon itself any engagement whatsoever, verbally or in
writing, in conflict with the terms of this Lease, or that in any way modifies,
varies, alters, enlarges or invalidates any of its provisions, and that no
obligation of the Landlord shall be implied in addition to the obligation herein
expressed.

   M. ENFORCEMENT COSTS: If any legal action or other proceeding is brought for
the enforcement of this lease or because of alleged dispute, breach, default in
connection with any provisions of this lease, the successful or prevailing party
shall be entitled to recover reasonable attorney's fees, court cost and all
expenses incurred in that action or proceeding.

                              ARTICLE IX. GUARANTEE

   A.  Landlord has accepted financial statement of tenant.

                        ARTICLE X. RULES AND REGULATIONS

<PAGE>

   A. RULES AND REGULATIONS: Tenant agrees to observe and comply with and Tenant
agrees that his agents and all persons visiting in the Demised Premises will
observe and comply with the Rules and Regulations and such other and further
Rules and Regulations as Landlord may from time to time deem needful and
prescribe for reputation, safety, care and cleanliness of the Building, and the
preservation of good order therein and the comfort, quiet and convenience of
other occupants of the Building, which Rules and Regulations shall be deemed
terms and conditions of this Lease.

   B. GARBAGE AND REFUSE: All garbage and refuse shall be kept in the containers
specified by Landlord and prepared for collection in the manner and at the
places specified by Landlord. If Landlord shall provide or designate a service
for picking up refuse and garbage, Tenant shall use the same and pay the cost
thereof as reasonably determined by the Landlord for, and shall pay the cost of,
removal of all of Tenant's garbage, refuse or rubbish from the Leased Premises
on a regular periodic basis. Tenant shall not burn any trash or garbage of any
kind in or about the Leased Premises.

   C. RADIO AND TELEVISION ANTENNAE: No exterior antennas, electric wires.
telegraph call boxes, or any other electric equipment or apparatus shall be
erected or installed on Leased Premises without the prior written consent of
Landlord. Any antennae so installed without such written consent shall be
subject to removal without notice at any time, at the cost of Tenant.

   D. ADJACENT AREAS: The areas immediately adjoining the Leased Premises shall
be kept clean and free from dirt and rubbish by Tenant and Tenant shall not
place any obstructions or merchandise in such areas.

   E. PARKING: Tenant and Tenant's employees shall park their motor vehicles
only in those portions of the parking area designated for that purpose by
Landlord. In the event that Tenant or its employees fail to park their motor
vehicles in designated employee parking areas as aforesaid, then Landlord at its
option shall be entitled to charge Tenant, and Tenant agrees to pay to Landlord
on demand as additional rent, Ten Dollars ($10.00) per day per motor vehicle
parked in any area other than those designated as employee parking areas.

   F. WINDOWS AND PROJECTIONS: Nothing shall be affixed to or projected beyond
the outside of the Building by Tenant without the prior written consent of
Landlord. If Tenant desires, and Landlord permits, blinds, shades, or other form
of outside or inside window coverings, they shall be furnished and installed at
the expense of Tenant and must be of such shape, color, material and make as are
approved by Landlord.

   G. ADVERTISING AND SIGNS: Unless expressly permitted by Landlord, no sign,
advertisement, notice or other lettering shall be exhibited, inscribed, painted
or affixed on any part of the outside or inside of the Building, except on the
glass or panels of the doors of the Leased Premises, and then only of subject
matter and in such color, size, style and material as shall conform to the
specifications of Landlord. Landlord reserves the right to remove all other
signs or lettering, without notice to Tenant, at the expense of Tenant..

   H. BICYCLES AND ANIMALS: Landlord permits bicycles on premises.

   I. MACHINERY: Unless Landlord gives prior written consent in each and every
instance, Tenant shall not install or operate any steam or internal combustion
engine, boiler, machinery, refrigerating or heating device or air-conditioning
apparatus in or about said Premises. All equipment of any electrical or
mechanical nature shall be placed in settings which absorb and prevent
vibration, noise, or annoyance, or the spillage or leakage of fluids, oils or
grease on the floors of said Premises. Fork lift allowed on premises.

   J. LOCKS: Unless expressly permitted by landlord, no visible additional locks
or similar devises shall be attached to any door or window. Upon termination of
this Lease or of Tenant's possession, Tenant shall surrender all keys of said
Premises and shall provide Landlord with the then-current combinations for any
combination locks or safes, cabinets and vaults.

   K. NOISES AND OTHER NUISANCES: Tenant shall not make or permit any noise,
odor, or vapor that is objectionable to Landlord or to other occupants of the
Building to emanate from said Premises, and shall not

<PAGE>

create or maintain a nuisance therein, and shall not disturb, solicit or canvass
any occupant of the Building, and shall not do any act tending to injure the
reputation of the Building. Tenant shall not install or operate any phonograph,
musical instrument, radio or television receiver or similar device in the
Building without prior approval of Landlord. The use thereof, if permitted,
shall be subject to control by Landlord to the end that others shall not be
disturbed or annoyed.

   L. SAFES OR HEAVY ARTICLES: Tenant shall not overload any floor. Safes,
furniture and all large articles shall be brought into said Premises or removed
therefrom at the Tenant's sole risk and responsibility.

   M. HANDIWORK: Tenant will not use or allow the rented space, or surrounding
parking and landscape area to be used for any type of auto repair work, painting
of any kind, fiber glassing of any kind or woodworking of any kind.

   N. AWNINGS AND COVERINGS: No awnings, metal bars or metal frame work shall be
placed by the Tenant on any windows, any interior location visible from the
exterior of the Building, any exterior portions of the Building or grounds
without prior written consent of the Landlord.

                            ARTICLE XI. MISCELLANEOUS

   A. GOVERNING LAW: This Lease shall be construed in accordance with and
governed by the laws of the State of Florida..

   B. PLUMBING FACILITIES: The plumbing facilities in the Leased Premises shall
not be used for any other purpose than that for which they are constructed, and
no foreign substances of any kind shall be thrown therein; the expense of any
breakage, stoppage, or damage resulting from a violation of this provision shall
be borne by Tenant.

   C. HAZARDOUS SUBSTANCES: Tenant shall not cause or permit any Hazardous
Substances to be used, stored, generated or disposed of in, on or about the
Land, Building or Premises by Tenant, its agents, employees, contractors or
invitees, except for such Hazardous Substances as are normally utilized in an
office, warehouse, light manufacturing/assembly and distribution center
environment and are necessary to Tenant's business. Any such Hazardous
Substances permitted on the Premises as herein above provided, and all
containers therefore, shall be used, kept, stored and disposed of in a manner
that complies with all federal, state and local laws or regulations applicable
to any such Hazardous Substances. Tenant shall indemnify and hold Landlord
harmless from any and all claims, damages, fines, judgments, penalties, costs,
expenses or liabilities (including, without limitation, any and all sums paid
for settlement of claims, attorneys' fees, consultant and expert fees) arising
during or after the Lease term from or in connection with the use, storage,
generation or disposal of Hazardous Substances in, on or about the Land,
Building or Premises by Tenant, Tenant's agents, employees, contractors,
invitees, subtenants, or assigns.

   D. WAIVER: The waiver by Landlord of any breach of any term, covenant or
condition herein contained shall not be deemed to be a waiver of such term,
covenant or condition or any subsequent breach of the same or any other term,
covenant or condition herein contained. The Subsequent acceptance of rent
hereunder by Landlord shall not be deemed to be a waiver of any preceding breach
by Tenant of any term, covenant or condition of this Lease, other than the
failure of Tenant to pay the particular rental so accepted, regardless of
Landlord's knowledge of such preceding breach at the time of acceptance of such
rent. No covenant, term or condition of this Lease shall be deemed to have been
waived by Landlord, unless such waiver be in writing by Landlord.

   E. WAIVER OF JURY TRAIL; The parties hereby waive trial by jury in any
action, proceedings or counter claim brought by either against the other on any
matters whatsoever arising out of or any way connected with this lease and
Tenants use or occupancy thereunder.

<PAGE>

   F. ADDENDUM AND SCHEDULES: See Addendum and Schedules attached hereto and
made a part hereof.
   IN WITNESS WHEREOF this Lease has been duly executed by the parties hereto,
under seal, as of the day and year first above.

Signed, sealed and delivered in the presence of:

LANDLORD:

<TABLE>
<S>                                                           <C>
__________________________ L. S.                              BY: _________________________________

__________________________ L. S.                              BY: _________________________________

                                     TENANT:

__________________________ L. S.                              BY: _________________________________

__________________________ L. S.                              BY: _________________________________

                                                                       GUARANTOR(S):

__________________________ L. S.                              BY: ________________________________

__________________________ L. S.                              BY: ________________________________
</TABLE>


<PAGE>


                                    ADDENDUM

ADDENDUM TO LEASE BY AND BETWEEN PARK PLAZA , J.V. (LANDLORD), AND
_______________________________________________, (TENANT) DATED JANUARY ______,
1998.

1. TENANT IS RESPONSIBLE FOR ALL COSTS OF ALL RENOVATIONS TO UNIT TO MEET ITS
NEEDS. ANY ALTERATIONS OR RENOVATIONS MUST BE APPROVED BY LANDLORD PRIOR TO WORK
COMMENCING.

2. UPON EXECUTION OF THIS LEASE AGREEMENT AND PAYMENT OF SECURITY DEPOSIT, FIRST
MONTH, AND LAST MONTH RENT WHICH TOTALS $12,999.99, TENANTS WILL HAVE COMPLETE
ALTERATIONS. RENT WILL COMMENCE FEBRUARY 1, 1998.

SIGNED:

WITNESS HEREOF:

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                                                  TENANT

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                                                 Park Plaza (J.V.)

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